UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED March 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 001-35538
The Carlyle Group Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(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 |
4.625% Subordinated Notes due 2061 of Carlyle Finance L.L.C. |
As of May 2, 2024, there were 359,880,497 shares of common stock of the registrant outstanding.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||
Emerging growth company | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
TABLE OF CONTENTS
Page | ||
Item 1. | ||
Unaudited Condensed Consolidated Financial Statements – March 31, 2024 and 2023: | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 5. | ||
Item 6. | ||
1
Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements
include, but are not limited to, statements related to our expectations, estimates, beliefs, projections, future plans and strategies,
anticipated events or trends, and similar expressions and statements that are not historical facts, including our expectations
regarding the performance of our business, our financial results, our liquidity and capital resources, contingencies, and our
dividend policy. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,”
“expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,”
“estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements
are subject to various risks, uncertainties, and assumptions. Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in these statements including, but not limited to, those
described in this report and under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2024, as such factors
may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at
www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary
statements that are included in this Quarterly Report on Form 10-Q and in our other periodic filings with the SEC. We
undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information,
future developments, or otherwise, except as required by applicable law.
Website and Social Media Disclosure
We use our website (www.carlyle.com), our corporate Facebook page (www.facebook.com/onecarlyle), our corporate
X account (@OneCarlyle or www.twitter.com/onecarlyle), our corporate Instagram account (@onecarlyle or
www.instagram.com/onecarlyle), our corporate LinkedIn account (www.linkedin.com/company/the-carlyle-group), our
corporate YouTube channel (www.youtube.com/user/onecarlyle), and our corporate WeChat account (ID: gh_3e34f090ec20) as
channels of distribution of material company information. For example, financial and other material information regarding our
company is routinely posted on and accessible at www.carlyle.com. Accordingly, investors should monitor these channels, in
addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may
automatically receive email alerts and other information about Carlyle when you enroll your email address by visiting the
“Email Alerts” section at http://ir.carlyle.com/email-alerts. The contents of our website and social media channels are not,
however, a part of this Quarterly Report on Form 10-Q and are not incorporated by reference herein.
On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P.
into a Delaware Corporation named The Carlyle Group Inc. (the conversion, together with such restructuring steps and related
transactions, the “Conversion”).
Unless the context suggests otherwise, references in this report to “Carlyle,” the “Company,” “we,” “us” and “our”
refer to The Carlyle Group Inc. and its consolidated subsidiaries. When we refer to our “senior Carlyle professionals,” we are
referring to the partner-level personnel of our firm. References in this report to the ownership of the senior Carlyle
professionals include the ownership of personal planning vehicles of these individuals. When we refer to the “Carlyle Holdings
partnerships” or “Carlyle Holdings,” we are referring to Carlyle Holdings I L.P., Carlyle Holdings II L.P., and Carlyle Holdings
III L.P., which prior to the Conversion were the holding partnerships through which the Company and our senior Carlyle
professionals and other holders of Carlyle Holdings partnership units owned their respective interests in our business.
“Carlyle funds,” “our funds” and “our investment funds” refer to the investment funds and vehicles advised by Carlyle.
“Carry funds” generally refers to closed-end investment vehicles, in which commitments are drawn down over a
specified investment period, and in which the general partner receives a special residual allocation of income from limited
partners, which we refer to as carried interest, in the event that specified investment returns are achieved by the fund.
Disclosures referring to carry funds will also include the impact of certain commitments that do not earn carried interest, but are
either part of or associated with our carry funds. The rate of carried interest, as well as the share of carried interest allocated to
Carlyle, may vary across the carry fund platform. Carry funds generally include the following investment vehicles across our
three business segments:
2
•Global Private Equity: Buyout, middle market and growth capital, real estate, infrastructure and natural resources
funds advised by Carlyle, as well as certain energy funds advised by our strategic partner NGP Energy Capital
Management (“NGP”) in which Carlyle is entitled to receive a share of carried interest (“NGP Carry Funds”);
•Global Credit: Opportunistic credit, aircraft finance, and other closed-end credit funds advised by Carlyle; and
•Global Investment Solutions: Funds and vehicles advised by AlpInvest Partners B.V. and its affiliates (“AlpInvest”),
which include primary fund, secondary and portfolio financing, and co-investment strategies
Carry funds specifically exclude certain legacy Abingworth funds in which Carlyle is not entitled to receive a share of
carried interest, collateralized loan obligation vehicles (“CLOs”), our business development companies and associated managed
accounts, as well as capital raised from strategic third-party investors which directly invest in Fortitude (defined below)
alongside a carry fund.
For an explanation of the fund acronyms used throughout this Quarterly Report on Form 10-Q, refer to “Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operation – Our Global Investment Offerings.”
“Fortitude” refers to FGH Parent, L.P. (“FGH Parent”), the direct parent of Fortitude Group Holdings, LLC
(“Fortitude Holdings”). See Note 4, Investments, to the condensed consolidated financial statements in Part I, Item 1 of this
Quarterly Report on Form 10-Q for more information regarding the Company’s strategic investment in Fortitude.
“Fee-earning assets under management” or “Fee-earning AUM” refers to the assets we manage or advise from which
we derive recurring fund management fees. Our Fee-earning AUM is generally based on one of the following, once fees have
been activated:
(a)the amount of limited partner capital commitments, generally for carry funds where the original investment period has
not expired and for AlpInvest carry funds during the commitment fee period;
(b)the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-investment
vehicles where the original investment period has expired, as well as one of our business development companies;
(c)the amount of aggregate fee-earning collateral balance of our CLOs and other securitization vehicles, as defined in the
fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions) as of the quarterly
cut-off date;
(d)the external investor portion of the net asset value of certain carry funds;
(e)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement;
(f)the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our business
development companies and certain carry funds; or
(g)the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee
period has expired and certain carry funds where the investment period has expired.
“Assets under management” or “AUM” refers to the assets we manage or advise. Our AUM generally equals the sum
of the following:
(a)the aggregate fair value of our carry funds and related co-investment vehicles, and separately managed accounts, plus
the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle commitments to
those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the terms of their capital
commitments to those funds and vehicles;
(b) the amount of aggregate collateral balance and principal cash or aggregate principal amount of the notes of our CLOs
and other structured products (inclusive of all positions);
(c) the net asset value of certain carry funds;
3
(d)the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement; and
(e) the gross assets (including assets acquired with leverage) of our business development companies, plus the capital that
Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital commitments to those
vehicles.
We include in our calculation of AUM and Fee-earning AUM certain energy and renewable resources funds that we
jointly advise with Riverstone Holdings L.L.C. (“Riverstone”) and the NGP Carry Funds that are advised by NGP. Our
calculation of AUM also includes third-party capital raised for the investment in Fortitude through a Carlyle-affiliated
investment fund and from strategic investors which directly invests in Fortitude alongside the fund. The total AUM and Fee-
earning AUM related to the strategic advisory services agreement with Fortitude is inclusive of the net asset value of
investments in Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which
they are invested.
For most of our carry funds, total AUM includes the fair value of the capital invested, whereas Fee-earning AUM
includes the amount of capital commitments or the remaining amount of invested capital, depending on whether the original
investment period for the fund has expired. As such, Fee-earning AUM may be greater than total AUM when the aggregate fair
value of the remaining investments is less than the cost of those investments.
Our calculations of AUM and Fee-earning AUM may differ from the calculations of other asset managers. As a result,
these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of
AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment
funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management
fees, incentive fees or performance allocations. Our calculations of AUM or Fee-earning AUM are not based on any definition
of AUM or Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.
“Performance Fee Eligible AUM” represents the AUM of funds for which we are entitled to receive performance
allocations, inclusive of the fair value of investments in those funds (which we refer to as “Performance Fee Eligible Fair
Value”) and their Available Capital. Performance Fee Eligible Fair Value is “Performance Fee-Generating” when the associated
fund has achieved the specified investment returns required under the terms of the fund’s agreement and is accruing
performance revenue as of the quarter-end reporting date. Funds whose performance allocations are treated as fee related
performance allocations are excluded from these metrics.
“Perpetual Capital” refers to the assets we manage or advise which have an indefinite term and for which there is no
immediate requirement to return capital to investors upon the realization of investments made with such capital, except as
required by applicable law. Perpetual Capital may be materially reduced or terminated under certain conditions, including
reductions from changes in valuations and payments to investors, including through elections by investors to redeem their
investments, dividend payments, and other payment obligations, as well as the termination of or failure to renew the respective
investment advisory agreements. Perpetual Capital includes: (a) assets managed under the strategic advisory services agreement
with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other direct lending
products, (d) our Interval Fund (“CTAC”) and (e) our closed-end tender offer fund Carlyle AlpInvest Private Markets Fund
(“CAPM”).
“Legacy Energy Funds” include Energy III, Energy IV, and Renew II and are managed with Riverstone and its
affiliates. The investment periods for these funds have expired and the remaining investments in each fund are being disposed
of in the ordinary course of business. The impact of these funds is no longer significant to our results of operations.
“Metropolitan” or “MRE” refers to Metropolitan Real Estate Management, LLC, which was included in the Global
Investment Solutions business segment prior to its sale on April 1, 2021.
4
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
The Carlyle Group Inc.
Condensed Consolidated Balance Sheets
(Dollars in millions)
March 31, 2024 | December 31, 2023 | ||
(Unaudited) | |||
Assets | |||
Cash and cash equivalents | $ | $ | |
Cash and cash equivalents held at Consolidated Funds | |||
Restricted cash | |||
Investments, including accrued performance allocations of $ March 31, 2024 and December 31, 2023, respectively | |||
Investments of Consolidated Funds | |||
Due from affiliates and other receivables, net | |||
Due from affiliates and other receivables of Consolidated Funds, net | |||
Fixed assets, net | |||
Lease right-of-use assets, net | |||
Deposits and other | |||
Intangible assets, net | |||
Deferred tax assets | |||
Total assets | $ | $ | |
Liabilities and equity | |||
Debt obligations | $ | $ | |
Loans payable of Consolidated Funds | |||
Accounts payable, accrued expenses and other liabilities | |||
Accrued compensation and benefits | |||
Due to affiliates | |||
Deferred revenue | |||
Deferred tax liabilities | |||
Other liabilities of Consolidated Funds | |||
Lease liabilities | |||
Accrued giveback obligations | |||
Total liabilities | |||
Commitments and contingencies | |||
Common stock, $ respectively) | |||
Additional paid-in-capital | |||
Retained earnings | |||
Accumulated other comprehensive loss | ( | ( | |
Non-controlling interests in consolidated entities | |||
Total equity | |||
Total liabilities and equity | $ | $ |
See accompanying notes.
5
The Carlyle Group Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in millions, except share and per share data)
Three Months Ended March 31, | |||
2024 | 2023 | ||
Revenues | |||
Fund management fees | $ | $ | |
Incentive fees | |||
Investment income (loss) | |||
Performance allocations | ( | ||
Principal investment income | |||
Total investment income (loss) | ( | ||
Interest and other income | |||
Interest and other income of Consolidated Funds | |||
Total revenues | |||
Expenses | |||
Compensation and benefits | |||
Cash-based compensation and benefits | |||
Equity-based compensation | |||
Performance allocations and incentive fee related compensation | ( | ||
Total compensation and benefits | |||
General, administrative and other expenses | |||
Interest | |||
Interest and other expenses of Consolidated Funds | |||
Other non-operating expenses | |||
Total expenses | |||
Other income (loss) | |||
Net investment income (loss) of Consolidated Funds | ( | ||
Income before provision for income taxes | |||
Provision for income taxes | |||
Net income | |||
Net income attributable to non-controlling interests in consolidated entities | |||
Net income attributable to The Carlyle Group Inc. | $ | $ | |
Net income attributable to The Carlyle Group Inc. per common share (see Note 12) | |||
Basic | $ | $ | |
Diluted | $ | $ | |
Weighted-average common shares | |||
Basic | |||
Diluted | |||
Substantially all revenue is earned from affiliates of the Company. See accompanying notes.
6
The Carlyle Group Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in millions)
Three Months Ended March 31, | |||
2024 | 2023 | ||
Net income | $ | $ | |
Other comprehensive income (loss) | |||
Foreign currency translation adjustments | ( | ||
Defined benefit plans | |||
Unrealized income for the period | |||
Reclassification adjustment for gain during the period, included in cash-based compensation and benefits expense | ( | ( | |
Other comprehensive income (loss) | ( | ||
Comprehensive income | |||
Comprehensive income attributable to non-controlling interests in consolidated entities | |||
Comprehensive income attributable to The Carlyle Group Inc. | $ | $ | |
See accompanying notes.
7
The Carlyle Group Inc.
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
(Dollars and shares in millions)
Common Shares | Common Stock | Additional Paid-in- Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non- controlling Interests in Consolidated Entities | Total Equity | |||||||
Balance at December 31, 2023 | $ | $ | $ | $( | $ | $ | |||||||
Shares repurchased | ( | — | — | ( | — | — | ( | ||||||
Net shares issued for equity-based awards | — | — | ( | — | — | ( | |||||||
Equity-based compensation | — | — | — | — | — | ||||||||
Dividend-equivalent rights on certain equity- based awards | — | — | ( | — | — | ||||||||
Contributions | — | — | — | — | — | ||||||||
Dividends and distributions | — | — | — | ( | — | ( | ( | ||||||
Net income | — | — | — | — | |||||||||
Currency translation adjustments | — | — | — | — | ( | ( | ( | ||||||
Defined benefit plans, net | — | — | — | — | — | ||||||||
Balance at March 31, 2024 | $ | $ | $ | $( | $ | $ |
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 | $ | $ | $ | $( | $ | $ | |||||||
Shares repurchased | ( | — | — | ( | — | — | ( | ||||||
Shares issued for equity-based awards | — | — | — | — | — | — | |||||||
Equity-based compensation | — | — | — | — | — | ||||||||
Dividend-equivalent rights on certain equity- based awards | — | — | ( | — | — | ||||||||
Contributions | — | — | — | — | — | ||||||||
Dividends and distributions | — | — | — | ( | — | ( | ( | ||||||
Net income | — | — | — | — | |||||||||
Currency translation adjustments | — | — | — | — | |||||||||
Defined benefit plans, net | — | — | — | — | — | ||||||||
Balance at March 31, 2023 | $ | $ | $ | $( | $ | $ |
See accompanying notes.
8
The Carlyle Group Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in millions)
Three Months Ended March 31, | |||
2024 | 2023 | ||
Cash flows from operating activities | |||
Net income | $ | $ | |
Adjustments to reconcile net income to net cash flows from operating activities: | |||
Depreciation and amortization | |||
Equity-based compensation | |||
Non-cash performance allocations and incentive fees, net | ( | ||
Non-cash principal investment income | ( | ( | |
Other non-cash amounts | ( | ||
Consolidated Funds related: | |||
Realized/unrealized (gain) loss on investments of Consolidated Funds | ( | ( | |
Realized/unrealized (gain) loss from loans payable of Consolidated Funds | |||
Purchases of investments by Consolidated Funds | ( | ( | |
Proceeds from sales and settlements of investments by Consolidated Funds | |||
Non-cash interest income, net | ( | ( | |
Change in cash and cash equivalents held at Consolidated Funds | ( | ( | |
Change in other receivables held at Consolidated Funds | ( | ||
Change in other liabilities held at Consolidated Funds | ( | ||
Purchases of investments | ( | ( | |
Proceeds from the sale of investments | |||
Payments of contingent consideration | ( | ( | |
Changes in deferred taxes, net | ( | ( | |
Change in due from affiliates and other receivables | |||
Change in deposits and other | ( | ( | |
Change in accounts payable, accrued expenses and other liabilities | ( | ||
Change in accrued compensation and benefits | ( | ( | |
Change in due to affiliates | ( | ( | |
Change in lease right-of-use assets and lease liabilities | ( | ( | |
Change in deferred revenue | |||
Net cash provided by (used in) operating activities | ( | ||
Cash flows from investing activities | |||
Purchases of corporate treasury investments | ( | ||
Proceeds from corporate treasury investments | |||
Purchases of fixed assets, net | ( | ( | |
Net cash used in investing activities | ( | ( | |
9
Three Months Ended March 31, | |||
2024 | 2023 | ||
Cash flows from financing activities | |||
Payments on CLO borrowings | ( | ( | |
Net borrowings on loans payable of Consolidated Funds | |||
Dividends to common stockholders | ( | ( | |
Payment of deferred consideration for Carlyle Holdings units | ( | ( | |
Contributions from non-controlling interest holders | |||
Distributions to non-controlling interest holders | ( | ( | |
Common shares repurchased and net share settlement of equity awards | ( | ( | |
Change in due to/from affiliates financing activities | |||
Net cash used in financing activities | ( | ( | |
Effect of foreign exchange rate changes | ( | ||
Decrease in cash, cash equivalents and restricted cash | ( | ( | |
Cash, cash equivalents and restricted cash, beginning of period | |||
Cash, cash equivalents and restricted cash, end of period | $ | $ | |
Reconciliation of cash, cash equivalents and restricted cash, end of period: | |||
Cash and cash equivalents | $ | $ | |
Restricted cash | |||
Total cash, cash equivalents and restricted cash, end of period | $ | $ | |
Cash and cash equivalents held at Consolidated Funds | $ | $ | |
See accompanying notes.
10
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 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.
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)
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
11
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 March 31, 2024, assets and liabilities of the consolidated VIEs reflected in the condensed consolidated balance
sheets were $8.1 billion and $7.1 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 March 31, 2024, the Company held $184.4 million of investments in these CLOs which represents its
maximum risk of loss. The Company’s investments in these CLOs are generally subordinated to other interests in the entities
and entitle the Company to receive a pro rata portion of the residual cash flows, if any, from the entities. Investors in the CLOs
have no recourse against the Company for any losses sustained in the CLO structure. The Company’s Consolidated Funds also
include certain investment funds in our Global Private Equity segment that are accounted for as consolidated VIEs due to the
Company providing financing to bridge investment purchases. As of March 31, 2024, the Company held $319.9 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 our Global Credit and Global Investment Solutions segments that are
accounted for as consolidated VIEs due to the Company having a significant indirect interest in these funds via the Company’s
investment in Fortitude (see Note 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.
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.
interests in these non-consolidated VIEs were as follows:
As of | |||
March 31, 2024 | December 31, 2023 | ||
(Dollars in millions) | |||
Investments | $ | $ | |
Accrued performance allocations | |||
Management fee receivables | |||
Total | $ | $ | |
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
12
These amounts represent the Company’s maximum exposure to loss related to the unconsolidated VIEs as of March 31,
2024 and December 31, 2023.
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
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.
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is
recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to
which the Company expects to be entitled to in exchange for those goods or services. ASC 606 includes a five-step framework
that requires an entity to: (i) identify the contract(s) with a customer, which includes assessing the collectability of the
consideration to which it will be entitled in exchange for the goods or services transferred to the customer, (ii) identify the
performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the
performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation.
The Company accounts for performance allocations that represent a performance-based capital allocation from fund
limited partners to the Company (commonly known as “carried interest”) as earnings from financial assets within the scope of
ASC 323, Investments—Equity Method and Joint Ventures, and therefore are not in the scope of ASC 606. In accordance with
ASC 323, the Company records equity method income (losses) as a component of investment income based on the change in its
proportionate claim on net assets of the investment fund, including performance allocations, assuming the investment fund was
liquidated as of each reporting date pursuant to each fund’s governing agreements. See Note 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.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
13
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 up until all eligible assets
are disposed of or at such time the collateral manager waives fees at its discretion. Management fees for the business
development companies are due quarterly in arrears at annual rates that range from 1.0 % of capital under management to 1.5 %
of gross assets, excluding cash and cash equivalents. Management fees for Carlyle Tactical Private Credit (“CTAC”) are due
monthly in arrears at the annual rate of 1.0 % of the month-end value of the CTAC’s net assets. Carlyle Aviation Partners’ funds
have varying management fee arrangements depending on the strategy of the particular fund. Under the strategic advisory
services agreement with Fortitude, the Company earns a recurring management fee based on Fortitude’s general account assets,
which adjusts within an agreed range based on Fortitude’s overall profitability and which is due quarterly in arrears. Managed
accounts across the Global Credit segment have varying management fee arrangements depending on the strategy of the
particular account.
Management fees for the Company’s carry fund vehicles in the Global Investment Solutions segment generally range
from 0.25 % to 1.5 % of the vehicle’s capital commitments during the commitment fee period of the relevant fund. Following the
expiration of the commitment fee period, the management fees generally range from 0.25 % to 1.5 % on (i) the net invested
capital, (ii) the lower of cost or net asset value of the capital invested, or (iii) the net asset value for unrealized investments.
Management fees for the Global Investment Solutions carry fund vehicles are generally due quarterly in advance and
recognized over the related quarter. The investment adviser to CAPM is entitled to receive a monthly management fee equal to
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
14
covered by separate contractual agreements, recognizes fees for these services when the performance obligation has been
satisfied and collection is reasonably assured. The Company is generally required to offset its fund management fees earned by
a percentage of the transaction and advisory fees earned, which is referred to as the “rebate offset,” which is generally 100 %.
The Company also recognizes underwriting fees from the Company’s loan syndication and capital markets business, Carlyle
of $23.8 million and $13.4 million for the three months ended March 31, 2024 and 2023, respectively, net of rebate offsets as
defined in the respective partnership agreements.
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
amount that would be due pursuant to the fund partnership agreement at each period end as if the funds were terminated at that
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
15
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
Company has accrued $44.0
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 related amortization of the
basis difference between the Company’s carrying value of its investment and the Company’s share of underlying net assets of
the investee, as well as the compensation expense associated with compensatory arrangements provided by the Company to
employees of its equity method investee.
Interest Income
Interest income is recognized when earned. For debt securities representing non-investment grade beneficial interests in
securitizations, the effective yield is determined based on the estimated cash flows of the security. Changes in the effective
yield of these securities due to changes in estimated cash flows are recognized on a prospective basis as adjustments to interest
income in future periods. Interest income earned by the Company is included in interest and other income in the accompanying
million for the three months ended March 31, 2024 and 2023, respectively, and is included in interest and other income of
Consolidated Funds in the accompanying condensed consolidated statements of operations.
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
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
16
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. As of March 31, 2024 and December 31, 2023, the Company had recorded a liability of $3.9 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
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.
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
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
17
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 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.
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.
The underlying entities that the Company manages and invests in (and in certain cases, consolidates) are primarily
investment companies which account for their investments at estimated fair value.
The fair value measurement accounting guidance under ASC Topic 820, Fair Value Measurement (“ASC 820”),
establishes a hierarchical disclosure framework which ranks the observability of market price inputs used in measuring financial
instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial
instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and
transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for
which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price
observability and a lesser degree of judgment applied in determining fair value.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
18
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
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
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
19
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.”
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
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
20
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.
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 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 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 primarily represents cash held by the Company’s foreign subsidiaries due to certain government
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.
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
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 March 31, 2024, $294.5 million of securities were transferred to counterparties
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
21
under repurchase agreements and are included within investments in the condensed consolidated balance sheets. Cash received
See Note 6, Borrowings, for additional information.
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.
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.
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.
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.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
22
The Company’s accumulated other comprehensive income (loss) is comprised of foreign currency translation adjustments
income (loss) as of March 31, 2024 and December 31, 2023 were as follows:
As of | |||
March 31, 2024 | December 31, 2023 | ||
(Dollars in millions) | |||
Currency translation adjustments | $( | $( | |
Unrealized losses on defined benefit plans | ( | ( | |
Total | $( | $( | |
Non-U.S. dollar denominated assets and liabilities are translated at period-end rates of exchange, and the condensed
(losses) resulting from transactions outside of the functional currency of an entity of $0.5 million and $(11.8 ) million for the
three months ended March 31, 2024 and 2023, respectively, are included in general, administrative and other expenses in the
condensed consolidated statements of operations.
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 June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity
Securities Subject to Contractual Sale Restrictions. The amendments in this update clarify the guidance in Topic 820 when
measuring the fair value of an equity security subject to contractual sale restrictions and introduce new disclosure requirements
related to such equity securities. The amendments are effective for fiscal years beginning after December 15, 2023, with early
adoption permitted. The adoption of this guidance did not have a material 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
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
23
fair value hierarchy levels as disclosed in Note 2, Summary of Significant Accounting Policies, as of March 31, 2024:
(Dollars in millions) | Level I | Level II | Level III | Total | |||
Assets | |||||||
Investments of Consolidated Funds(1): | |||||||
Equity securities(2) | $ | $ | $ | $ | |||
Bonds | |||||||
Loans | |||||||
Investments in CLOs and other: | |||||||
Investments in CLOs | |||||||
Other investments(3) | |||||||
Foreign currency forward contracts | |||||||
Subtotal | $ | $ | $ | $ | |||
Investments measured at net asset value | |||||||
Total | $ | ||||||
Liabilities | |||||||
Loans payable of Consolidated Funds(4)(5) | $ | $ | $ | $ | |||
Foreign currency forward contracts | |||||||
Total | $ | $ | $ | $ |
(1)This balance excludes $506.0 million related to investments of Consolidated Funds that are included in investments measured at net
asset value.
(2)This balance includes $332.1 million related to investments that have been bridged by the Company to investment funds and are
accounted for as consolidated VIEs as of March 31, 2024.
(3)The Level III balance excludes $50.3 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 $182.8 million revolving credit balance.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
24
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) | $ | $ | $ | $ | |||
Bonds | |||||||
Loans | |||||||
Investments in CLOs and other: | |||||||
Investments in CLOs | |||||||
Other investments(3) | |||||||
Subtotal | $ | $ | $ | $ | |||
Investments measured at net asset value | |||||||
Total | $ | ||||||
Liabilities | |||||||
Loans payable of Consolidated Funds(4)(5) | $ | $ | $ | $ | |||
Total | $ | $ | $ | $ |
(1)This balance excludes $490.9 million related to investments of consolidated funds that are included in investments measured at net
asset value.
(2)This balance includes $322.0 million related to investments that have been bridged by the Company to investment funds and are
accounted for as consolidated VIEs as of December 31, 2023.
(3)The Level III balance excludes a $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.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
25
determine fair value are as follows (Dollars in millions):
Financial Assets | |||||||||||
Three Months Ended March 31, 2024 | |||||||||||
Investments of Consolidated Funds | |||||||||||
Equity securities | Bonds | Loans | Investments in CLOs | Other investments | Total | ||||||
Balance, beginning of period | $ | $ | $ | $ | $ | $ | |||||
Purchases | |||||||||||
Sales and distributions | ( | ( | ( | ( | ( | ( | |||||
Settlements | ( | ( | |||||||||
Realized and unrealized gains (losses), net | |||||||||||
Included in earnings | ( | ||||||||||
Included in other comprehensive income | ( | ( | ( | ( | |||||||
Balance, end of period | $ | $ | $ | $ | $ | $ | |||||
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $( | $ | $ | $ | $ | $ | |||||
Changes in unrealized gains (losses) included in other comprehensive income related to financial assets still held at the reporting date | $ | $( | $( | $( | $ | $( | |||||
Financial Assets | |||||||||||
Three Months Ended March 31, 2023 | |||||||||||
Investments of Consolidated Funds | |||||||||||
Equity securities | Bonds | Loans | Investments in CLOs | Other investments | Total | ||||||
Balance, beginning of period | $ | $ | $ | $ | $ | $ | |||||
Purchases | |||||||||||
Sales and distributions | ( | ( | ( | ( | ( | ||||||
Settlements | ( | ( | ( | ||||||||
Realized and unrealized gains (losses), net | |||||||||||
Included in earnings | ( | ( | |||||||||
Included in other comprehensive income | |||||||||||
Balance, end of period | $ | $ | $ | $ | $ | $ | |||||
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $( | $ | $ | $ | $( | $ | |||||
Changes in unrealized gains (losses) included in other comprehensive income related to financial assets still held at the reporting date | $ | $ | $ | $ | $ | $ | |||||
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
26
Financial Liabilities | |||
Loans Payable of Consolidated Funds | |||
Three Months Ended March 31, | |||
2024 | 2023 | ||
Balance, beginning of period | $ | $ | |
Borrowings | |||
Paydowns | ( | ( | |
Sales | ( | ( | |
Realized and unrealized (gains) losses, net | |||
Included in earnings | |||
Included in other comprehensive income | ( | ||
Balance, end of period | $ | $ | |
Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date | $ | $ | |
Changes in unrealized (gains) losses included in other comprehensive income related to financial liabilities still held at the reporting date | $( | $ | |
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.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
27
Fair Value at | Valuation Technique(s) | Unobservable Input(s) | Range (Weighted Average) | ||||
(Dollars in millions) | March 31, 2024 | ||||||
Assets | |||||||
Investments of Consolidated Funds: | |||||||
Equity securities | $ | Consensus Pricing | Indicative Quotes ($ per share) | ||||
Discounted Cash Flow | Discount Rates | ||||||
Terminal Growth Rate | |||||||
Comparable Multiple | EBITDA Multiple | ||||||
TCF Multiple | |||||||
Discounted Cash Flow | Discount Rates | ||||||
Terminal Growth Rate | |||||||
Comparable Multiple | TCF Multiple | ||||||
Discounted Cash Flow | Discount Rates | ||||||
Terminal Growth Rate | |||||||
Comparable Multiple | EBITDA Multiple | ||||||
Other(1) | N/A | N/A | |||||
Bonds | Consensus Pricing | Indicative Quotes (% of Par) | |||||
Loans | Consensus Pricing | Indicative Quotes (% of Par) | |||||
Discounted Cash Flow | Discount Rates | ||||||
Discounted Cash Flow | Discount Rates | ||||||
Constant Prepayment Rate | |||||||
Constant Default Rate | |||||||
Other(1) | N/A | N/A | |||||
Investments in CLOs: | |||||||
Senior secured notes | Consensus Pricing with Discounted Cash Flow | Indicative Quotes (% of Par) | |||||
Discount Margins (Basis Points) | |||||||
Default Rates | |||||||
Recovery Rates | |||||||
Subordinated notes and preferred shares | Consensus Pricing with Discounted Cash Flow | Indicative Quotes (% of Par) | |||||
Discount Rates | |||||||
Default Rates | |||||||
Recovery Rates | |||||||
Liquidation Analysis | % of Net Book Value | ||||||
Other(1) | N/A | N/A | |||||
Other investments: | |||||||
BDC preferred shares | Market Yield Analysis | Market Yields | |||||
Aviation subordinated notes | Discounted Cash Flow | Discount Rates | |||||
Total | $ | ||||||
Liabilities | |||||||
Loans payable of Consolidated Funds: | |||||||
Senior secured notes | $ | Other(2) | N/A | N/A | |||
Subordinated notes and preferred shares | Consensus Pricing with Discounted Cash Flow | Indicative Quotes (% of Par) | |||||
Discount Rates | |||||||
Default Rates | |||||||
Recovery Rates | |||||||
Other(1) | N/A | N/A | |||||
Total | $ |
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
28
(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 Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
29
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 | $ | Consensus Pricing | Indicative Quotes ($ per share) | ||||
Discounted Cash Flow | Discount Rates | ||||||
Terminal Growth Rate | |||||||
Comparable Multiple | EBITDA Multiple | ||||||
TCF Multiple | |||||||
Discounted Cash Flow | Discount Rates | ||||||
Terminal Growth Rate | |||||||
Comparable Multiple | TCF Multiple | ||||||
Other(1) | N/A | N/A | |||||
Bonds | Consensus Pricing | Indicative Quotes (% of Par) | |||||
Loans | Consensus Pricing | Indicative Quotes (% of Par) | |||||
Discounted Cash Flow | Discount Rates | ||||||
Discounted Cash Flow | Discount Rates | ||||||
Constant Prepayment Rate | |||||||
Constant Default Rate | |||||||
Recovery Rate | |||||||
Other | Other(1) | N/A | N/A | ||||
Investments in CLOs | |||||||
Senior secured notes | Discounted Cash Flow with Consensus Pricing | Indicative Quotes (% of Par) | |||||
Discount Margins (Basis Points) | |||||||
Default Rates | |||||||
Recovery Rates | |||||||
Subordinated notes and preferred shares | Discounted Cash Flow with Consensus Pricing | Indicative Quotes (% of Par) | |||||
Discount Rate | |||||||
Default Rates | |||||||
Recovery Rates | |||||||
Other(1) | N/A | N/A | |||||
Other investments: | |||||||
BDC preferred shares | Market Yield Analysis | Market Yields | |||||
Aviation subordinated notes | Discounted Cash Flow | Discount Rates | |||||
Total | $ | ||||||
Liabilities | |||||||
Loans payable of Consolidated Funds: | |||||||
Senior secured notes | $ | Other(2) | N/A | N/A | |||
Subordinated notes and preferred shares | Discounted Cash Flow with Consensus Pricing | Indicative Quotes (% of Par) | |||||
Discount Rates | |||||||
Default Rates | |||||||
Recovery Rates | |||||||
Other(1) | N/A | N/A | |||||
Total | $ |
(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 Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
30
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.
As of | |||
March 31, 2024 | December 31, 2023 | ||
(Dollars in millions) | |||
Accrued performance allocations | $ | $ | |
Principal equity method investments, excluding performance allocations | |||
Principal investments in CLOs | |||
Other investments | |||
Total | $ | $ | |
As of | |||
March 31, 2024 | December 31, 2023 | ||
(Dollars in millions) | |||
Global Private Equity | $ | $ | |
Global Credit | |||
Global Investment Solutions | |||
Total | $ | $ | |
performance allocations at March 31, 2024 and 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
separately presented in the condensed consolidated balance sheets. The components of the accrued giveback obligations are as
follows:
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
31
As of | |||
March 31, 2024 | December 31, 2023 | ||
(Dollars in millions) | |||
Global Private Equity | $( | $( | |
Global Credit | ( | ( | |
Total | $( | $( | |
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 | |||
March 31, 2024 | December 31, 2023 | ||
(Dollars in millions) | |||
Global Private Equity(1) | $ | $ | |
Global Credit(2) | |||
Global Investment Solutions | |||
Total | $ | $ | |
(1)The balance includes $918.0 million and $916.2 million as of March 31, 2024 and December 31, 2023, respectively, related to the
Company’s equity method investments in NGP.
(2)As of March 31, 2024 and December 31, 2023, the balance includes $709.3 million and $595.4 million, 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
their interest in Fortitude Holdings to FGH Parent, L.P. (“FGH Parent”), a newly-formed entity interposed as the direct parent
of Fortitude Holdings, in exchange for an equivalent ownership interest in FGH Parent. References to “Fortitude” prior to this
restructuring refer to Fortitude Holdings and refer to FGH Parent for subsequent periods.
In March 2022, the Company raised $2.0 billion in third-party equity capital from certain investors in Carlyle FRL and
T&D, and committed $100 million from the Company for additional equity capital in Fortitude. In May 2022, Fortitude called
$1.1 billion of the capital raise, reducing the Company’s indirect ownership of Fortitude from 19.9 % to 13.5 %. As a result of
the dilution, the Company recorded a reduction in the carrying value of its equity method investment and corresponding loss of
$176.9 million. In May 2023, Fortitude called the remaining $1 billion of the capital commitments and the Company’s indirect
ownership of Fortitude further decreased from 13.5 % to 10.5 %, resulting in an additional reduction in the carrying value and a
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
32
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 March 31, 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 $709.3 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 March 31, 2024, Fortitude, its
affiliates and certain Fortitude reinsurance counterparties have committed approximately $17.9 billion of capital to-date to
various Carlyle strategies. On April 1, 2022, the Company entered into a strategic advisory services agreement with certain
subsidiaries of Fortitude through Carlyle Insurance Solutions Management L.L.C. (“CISM”), an investment adviser. Under the
agreement, CISM provides Fortitude with certain services, including business development and growth, transaction origination
and execution, and capital management services in exchange for a recurring management fee based on Fortitude’s general
account assets, which adjusts within an agreed range based on Fortitude’s overall profitability. Third party investors who
participated in the March 2022 capital raise also made a minority investment in CISM, which is reflected as a non-controlling
interest in consolidated entities in the 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.
As of | |||
March 31, 2024 | December 31, 2023 | ||
(Dollars in millions) | |||
Investment in NGP Management | $ | $ | |
Investments in NGP general partners - accrued performance allocations | |||
Principal investments in NGP funds | |||
Total investments in NGP | $ | $ | |
Investment in NGP Management. The Company’s equity interests in NGP Management entitle the Company to an
allocation of income equal to 55.0 % of the management fee related revenues of NGP Management, which serves as the
investment advisor to the NGP Energy Funds. Management fees are generally calculated as 1.0 % to 2.0 % of the limited
partners’ commitments during the fund’s investment period, and 0.5 % to 2.0 % based on the lower of cost or fair market value
of invested capital following the expiration or termination of the investment period. Management fee related revenues from
NGP Management are primarily driven by NGP XII and NGP XI during the three months ended March 31, 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 months ended March 31, 2024 and 2023 were as follows:
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
33
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Management fee related revenues from NGP Management | $ | $ | |
Expenses related to the investment in NGP Management | ( | ( | |
Net investment income from NGP Management | $ | $ | |
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 $15.3 million and $1.7 million of
net investment earnings (losses) related to these performance allocations for the three months ended March 31, 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 $2.0 million and $(0.1 ) million for the three months ended March 31, 2024 and 2023,
respectively.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
34
Principal Investments in CLOs and Other Investments
Principal investments in CLOs as of March 31, 2024 and December 31, 2023 were $520.8 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 March 31, 2024 and December 31, 2023,
other investments include the Company’s investment in the BDC Preferred Shares at fair value of $90.1 million and
$81.7 million, respectively (see Note 9, Related Party Transactions).
Investment Income (Loss)
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Performance allocations | |||
Realized | $ | $ | |
Unrealized | ( | ( | |
( | |||
Principal investment income (loss) from equity method investments (excluding performance allocations) | |||
Realized | |||
Unrealized | ( | ( | |
Principal investment income (loss) from investments in CLOs and other investments | |||
Realized | ( | ||
Unrealized(1) | |||
Total | $( | $ | |
(1)The three months ended March 31, 2023 included investment loss of $13.3 million associated with the remeasurement of a
corporate investment, resulting from observable price changes pursuant to ASC 321, Investments - Equity Securities.
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Global Private Equity | $( | $( | |
Global Credit | |||
Global Investment Solutions | |||
Total | $( | $ | |
presented and the total revenue recognized, including performance allocations as well as fund management fees and principal
investment income:
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
35
Three Months Ended March 31, 2024 | ||
(Dollars in millions) | ||
Global Private Equity | Carlyle Europe Partners V, L.P. | $( |
Global Private Equity | Carlyle Partners VI, L.P. | ( |
Global Private Equity | Carlyle Partners VII, L.P. | ( |
Three Months Ended March 31, 2023 | ||
(Dollars in millions) | ||
Global Private Equity | Carlyle Partners VI, L.P. | $( |
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Global Private Equity | $ | $ | |
Global Credit | ( | ||
Global Investment Solutions | |||
Total | $ | $ | |
Principal investment income for Global Private Equity includes the Company’s equity income allocation from NGP
performance allocations of $15.3 million and $1.7 million for three months ended March 31, 2024 and 2023, respectively.
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 three months ended March 31, 2024, the Company did not form any new CLOs for which the Company
is the primary beneficiary. Investments in Consolidated Funds as of March 31, 2024 also include $332.1 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.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
36
Interest and Other Income of Consolidated Funds
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Interest income from investments | $ | $ | |
Other income | |||
Total | $ | $ | |
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:
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Gains from investments of Consolidated Funds | $ | $ | |
Losses from liabilities of CLOs | ( | ( | |
Total | $( | $ | |
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Realized losses | $( | $( | |
Net change in unrealized gains | |||
Total | $ | $ | |
As of | |||
March 31, 2024 | December 31, 2023 | ||
(Dollars in millions) | |||
Acquired contractual rights | $ | $ | |
Accumulated amortization | ( | ( | |
Finite-lived intangible assets, net | |||
Goodwill | |||
Intangible Assets, net | $ | $ | |
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
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
37
ability to raise new funds. For both the three months ended March 31, 2024 and 2023, the Company recorded no
losses.
Intangible asset amortization expense was $32.6 million and $32.8 million for the three months ended March 31, 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).
millions):
Year ending December 31, | |
2024 (excluding the three months ended March 31, 2024) | $ |
2025 | |
2026 | |
2027 | |
2028 | |
Thereafter | |
$ |
The Company borrows and enters into credit agreements for its general operating and investment purposes. The
Company’s debt obligations consist of the following:
March 31, 2024 | December 31, 2023 | ||||||
Borrowing Outstanding | Carrying Value | Borrowing Outstanding | Carrying Value | ||||
(Dollars in millions) | |||||||
CLO Borrowings (See below) | $ | $ | $ | $ | |||
Total debt obligations | $ | $ | $ | $ | |||
Senior Credit Facility
As of March 31, 2024, the senior credit facility, which was amended on April 29, 2022, included $1.0 billion in a
revolving credit facility. The Company’s borrowing capacity is subject to the ability of the financial institutions in the banking
syndicate to fulfill their respective obligations under the revolving credit facility. The revolving credit facility is scheduled to
mature on April 29, 2027, and principal amounts outstanding under the revolving credit facility accrue interest, at the option of
the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.50 % per annum, or (b) at SOFR (or
similar benchmark for non-U.S. dollar borrowings) plus a 0.10 % adjustment and an applicable margin not to exceed 1.50 % per
annum (at March 31, 2024, the interest rate was 6.43 %). The Company made no
during the three months ended March 31, 2024 and there was no balance outstanding at March 31, 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. In August 2023, the Global Credit Revolving Credit Facility was amended to
increase the capacity of the existing revolving line of credit from $250 million to $300 million (the “2027 Tranche Revolving
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
38
Loans”) and extend the maturity date to September 2027. This amendment also provides for a new tranche of revolving loans
with a capacity of $200 million maturing in August 2024 (the “2024 Tranche Revolving Loans,” together with the 2027
Tranche Revolving Loans, the “Global Credit Revolving Credit Facility”). The Company’s borrowing capacity is subject to the
ability of the financial institutions in the banking syndicate to fulfill their respective obligations under the credit facility.
Principal amounts outstanding under the facility accrue interest at applicable SOFR or Eurocurrency rates plus an applicable
margin of 2.00 % or an alternate base rate plus an applicable margin of 1.00 %. The Company made no borrowings under the
credit facility during the three months ended March 31, 2024, and there was no borrowing outstanding under this credit facility
as of March 31, 2024.
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 March 31, 2024 | Borrowing Outstanding December 31, 2023 | Maturity Date (1) | Interest Rate as of March 31, 2024 | |||||||
February 28, 2017 | $ | $ | September 21, 2029 | (2) | |||||||
June 29, 2017 | July 20, 2030 | (4) | |||||||||
December 6, 2017 | January 15, 2031 | (5) | |||||||||
March 15, 2019 | March 15, 2032 | (3) | |||||||||
August 20, 2019 | August 15, 2032 | (3) | |||||||||
September 15, 2020 | April 15, 2033 | (3) | |||||||||
January 8, 2021 | January 15, 2034 | (3) | |||||||||
March 9, 2021 | August 15, 2030 | (3) | |||||||||
March 30, 2021 | March 15, 2032 | (3) | |||||||||
April 21, 2021 | April 15, 2033 | (3) | |||||||||
May 21, 2021 | November 17, 2031 | (3) | |||||||||
June 4, 2021 | January 16, 2034 | (3) | |||||||||
June 10, 2021 | November 17, 2031 | (3) | |||||||||
July 15, 2021 | July 15, 2034 | (3) | |||||||||
July 20, 2021 | July 20, 2031 | (3) | |||||||||
August 4, 2021 | August 15, 2032 | (3) | |||||||||
October 27, 2021 | October 15, 2035 | (3) | |||||||||
November 5, 2021 | January 14, 2034 | (3) | |||||||||
January 6, 2022 | February 15, 2035 | (3) | |||||||||
February 22, 2022 | November 10, 2035 | (3) | |||||||||
July 13, 2022 | January 13, 2035 | (3) | |||||||||
October 25, 2022 | October 25, 2035 | (3) | |||||||||
September 5, 2023 | August 28, 2031 | (3) | |||||||||
$ | $ |
(1)Maturity date is earlier of date indicated or the date that the CLO is dissolved.
(2)Incurs interest at EURIBOR plus applicable margins as defined in the agreement.
(3)Incurs interest at the average effective interest rate of each class of purchased securities plus 0.50 % spread percentage.
(4)Incurs interest at SOFR plus 1.45 %.
(5)Incurs interest at SOFR plus 1.66 %.
The CLO term loans are secured by the Company’s investments in the respective CLO, have a general unsecured interest
in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest expense for
the three months ended March 31, 2024 and 2023 was $6.8 million and $5.2 million, respectively. The fair value of the
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
39
outstanding balance of the CLO term loans at March 31, 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 €31.7 million term loan ($34.2 million at March 31, 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 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 (6.30 % at March 31, 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 March 31, 2024, term loans
under these agreements had $79.2 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 March 31, 2024,
€211.0 million ($227.7 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 Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
40
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 March 31, 2024, €61.9 million
($66.8 million) was outstanding under the CBAM CLO Financing Facility.
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 March 31, | ||||||||
Aggregate Principal Amount | March 31, 2024 | December 31, 2023 | 2024 | 2023 | |||||
$ | $ | $ | $ | $ | |||||
$ | $ | ||||||||
(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.
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 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.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
41
As of March 31, 2024 and December 31, 2023, the fair value of the Subordinated Notes was $390.2 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 both the three months ended March 31, 2024 and 2023, the Company incurred $5.9
expense on the Subordinated Notes.
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 March 31, 2024.
Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs.
As of March 31, 2024 | |||||||||
Borrowing Outstanding | Fair Value | Weighted Average Interest Rate | Weighted Average Remaining Maturity in Years | ||||||
Senior secured notes | $ | $ | |||||||
Subordinated notes | N/A | (4) | |||||||
Revolving credit facilities(3) | |||||||||
Total | $ | $ | |||||||
As of December 31, 2023 | |||||||||
Borrowing Outstanding | Fair Value | Weighted Average Interest Rate | Weighted Average Remaining Maturity in Years | ||||||
Senior secured notes(1) | $ | $ | |||||||
Subordinated notes(2) | N/A | (4) | |||||||
Revolving credit facilities(3) | |||||||||
Total | $ | $ | |||||||
(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 March 31, 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 March 31, 2024 and December 31, 2023, the fair value of the CLO assets was $7.1 billion and $6.8
billion, respectively.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
42
As of | |||
March 31, 2024 | December 31, 2023 | ||
(Dollars in millions) | |||
Accrued performance allocations and incentive fee related compensation | $ | $ | |
Accrued bonuses | |||
Accrued pension liability | |||
Other(1) | |||
Total | $ | $ | |
(1)Includes $15.1 million and $44.5 million of realized performance allocations and incentive fee related compensation not yet paid to
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Realized | $ | $ | |
Unrealized | ( | ||
Total | $( | $ | |
The Company and its unconsolidated affiliates have unfunded commitments totaling $4.2 billion as of March 31, 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
March 31, 2024, the Company had no commitments related to the origination and syndication of loans and securities under the
Carlyle Global Capital Markets platform.
From time to time, the Company or its subsidiaries may enter into agreements to guarantee certain obligations of the
investment funds related to, for example, credit facilities or equity commitments. Certain consolidated subsidiaries of the
Company are the guarantors of revolving credit facilities for certain funds in the Global Investment Solutions segment. The
guarantee is limited to the lesser of the total amount drawn under the credit facilities or the total of net asset value of the
guarantor subsidiaries plus any uncalled capital of the applicable general partner, and was approximately $10.7 million as of
March 31, 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.
A liability for potential repayment of previously received performance allocations of $44.0
was shown as accrued giveback obligations in the condensed consolidated balance sheets, representing the giveback obligation
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
43
that would need to be paid if the funds were liquidated at their current fair values at March 31, 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 March 31, 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, $148.4 million have been withheld from distributions of
carried interest to senior Carlyle professionals and employees for potential giveback obligations as of March 31, 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 March 31, 2024, approximately
$20.3 million of the Company’s accrued giveback obligation is the responsibility of various current and former senior Carlyle
professionals and other former limited partners of the Carlyle Holdings partnerships, and the net accrued giveback obligation
attributable to the Company is $23.7 million.
If, at March 31, 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.
In the ordinary course of business, the Company is a party to litigation, investigations, inquiries, employment-related
matters, disputes and other potential claims. Certain of these matters are described below. The Company is not currently able to
estimate the reasonably possible amount of loss or range of loss, in excess of amounts accrued, for the matters that have not
been resolved. The Company does not believe it is probable that the outcome of any existing litigation, investigations, disputes
or other potential claims will materially affect the Company or these financial statements in excess of amounts accrued.
The Authentix Matter
Authentix, Inc. (“Authentix”) was a majority-owned portfolio company in one of the Company’s investment funds,
Carlyle U.S. Growth Fund III, L.P. (“CGF III”). When Authentix was owned by CGF III, two of the Company’s employees
served on Authentix’s board of directors. After a lengthy sale process, Authentix was sold for an aggregate sale price of
$87.5 million. On August 7, 2020, certain of the former minority shareholders in Authentix filed suit in Delaware Chancery
Court, alleging that the Authentix board of directors, CGF III, and the Company breached various fiduciary duties by agreeing
to a sale of Authentix at an inopportune time and at a price that was too low. Plaintiffs seek damages for a portion of the lost
profits from the sale—the difference between the actual sale price and the purported maximum amount for which Authentix
could have sold, multiplied by plaintiff’s ownership percentage. Plaintiffs also seek disgorgement of any profits received by the
Company stemming from the sale. A trial before the Delaware Court of Chancery was completed in early February 2024. A
decision from the court is expected later this year, following post-trial briefing. The former directors of Authentix are covered
by indemnification from Authentix and an Authentix insurance policy. The defendants expect to continue to contest the claims
vigorously.
The Tax Receivable Agreement Matter
The Company came into existence on January 1, 2020, when its predecessor, The Carlyle Group, L.P. (the “PTP”),
converted from a partnership into a corporation (the “Conversion”). On July 29, 2022, an alleged stockholder of the Company,
the City of Pittsburgh Comprehensive Municipal Trust Fund (the “Plaintiff”), filed suit in the Delaware Court of Chancery,
alleging a direct claim against the Company for breach of its certificate of incorporation and a derivative claim on behalf of the
Company against certain current and former officers and directors of the Company. Plaintiff challenges the receipt, by certain
officers of the PTP and certain directors of the general partner of the PTP, of a right to cash payments associated with the
elimination of a tax receivable agreement in connection with the Conversion. Plaintiff is seeking monetary damages, restitution,
and an injunction preventing the Company from making any future cash payments for the elimination of the tax receivable
agreement in connection with the Conversion. By virtue of the derivative nature of the primary claims (i.e., that the claims are
aimed primarily at certain officers and directors), it is remote that the Company itself will pay material damage awards based on
the Plaintiff’s claims, although the Company is expected to incur legal defense fees to the extent not covered by insurance. The
Delaware Court issued a ruling on the defendant’s motion to dismiss on April 24, 2024, dismissing some of the Plaintiff’s
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
44
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 in recent weeks has engaged in discussions with the
Enforcement Division about potential resolution. There is no assurance that a settlement will be reached.
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 March 31, 2024, the Company had recorded liabilities
aggregating to approximately $45 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 ($19.9 million as of March 31, 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
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
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
45
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.
Due from Affiliates and Other Receivables, Net
As of | |||
March 31, 2024 | December 31, 2023 | ||
(Dollars in millions) | |||
Accrued incentive fees | $ | $ | |
Unbilled receivable for giveback obligations from current and former employees | |||
Notes receivable and accrued interest from affiliates | |||
Management fee receivable, net | |||
Reimbursable expenses and other receivables from unconsolidated funds and affiliates, net | |||
Total | $ | $ | |
Reimbursable expenses and other receivables from certain of the unconsolidated funds and portfolio companies relate to
advisory fees receivable and expenses paid on behalf of these entities. These costs generally represent costs related to the
pursuit of actual or proposed investments, professional fees and expenses associated with the acquisition, holding and
disposition of the investments. The affiliates are obligated at the discretion of the Company to reimburse the expenses. Based
on management’s determination, the Company accrues and charges interest on amounts due from affiliate accounts at interest
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
46
rates ranging up to 7.02 % as of March 31, 2024. The accrued and charged interest to the affiliates was not significant for any
period presented.
Notes receivable include loans that the Company has provided to certain unconsolidated funds to meet short-term
obligations to purchase investments. Notes receivable as of March 31, 2024 and December 31, 2023 also include interest-
bearing loans of $23.5 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 % (7.50 % as of March 31, 2024)
and are collateralized by each borrower’s interest in the Carlyle sponsored funds.
These receivables are assessed regularly for collectability. For management fee receivable, amounts determined to be
uncollectible are recorded as a reduction in revenue in the 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
As of | |||
March 31, 2024 | December 31, 2023 | ||
(Dollars in millions) | |||
Due to affiliates of Consolidated Funds | $ | $ | |
Due to non-consolidated affiliates | |||
Amounts owed under the tax receivable agreement | |||
Deferred consideration for Carlyle Holdings units | |||
Other | |||
Total | $ | $ | |
The Company has recorded obligations for amounts due to certain of its affiliates. The Company periodically offsets
expenses it has paid on behalf of its affiliates against these obligations.
Deferred consideration for Carlyle Holdings units relates to the remaining obligation to the holders of Carlyle Holdings
partnership units who will receive cash payments aggregating to $1.50 per Carlyle Holdings partnership unit exchanged in
connection with the Conversion, payable 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 annual payable in additional BDC Preferred Shares. The BDC Preferred Shares are convertible at
the Company’s option, in whole or in part, into the number of shares of common stock equal to $25 per share plus any
accumulated but unpaid dividends divided by an initial conversion price of $9.50 per share, subject to certain adjustments. 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 Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
47
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 March 31, 2024 and 2023, the Company recorded dividend income of $0.9
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 $90.1 million and $81.7 million as of
March 31, 2024 and December 31, 2023, respectively, and is included in investments, including accrued performance
allocations, in the condensed consolidated balance sheets.
Senior Carlyle professionals and employees are permitted to participate in co-investment entities that invest in Carlyle
funds or alongside Carlyle funds. In many cases, participation is limited by law to individuals who qualify under applicable
legal requirements. These co-investment entities generally do not require senior Carlyle professionals and employees to pay
management 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.
The Company’s provision for income taxes was $21.9 million and $34.3 million for the three months ended March 31,
2024 and 2023, respectively. The Company’s effective tax rate was approximately 18 % and 21 % for the three months ended
March 31, 2024 and 2023, respectively. The effective tax rate for the three months ended March 31, 2024 and 2023 primarily
comprises the 21% U.S. federal corporate income tax rate and 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. As of
March 31, 2024 and December 31, 2023, the Company had federal, state, local and foreign taxes payable of $101.4 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 March 31, 2024, the Company’s U.S. federal income tax returns for the years 2020
through 2022 are open under the normal three-year statute of limitations and therefore subject to examination. State and local
tax returns are generally subject to audit from 2018 to 2022. Foreign tax returns are generally subject to audit from 2011 to
2022. Certain of the Company’s affiliates are currently under audit by federal, state and foreign tax authorities.
The Company does not believe that the outcome of the audits will require it to record material reserves for uncertain tax
positions or that the outcome will have a material impact on the consolidated financial statements. 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.
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.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
48
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.
As of | |||
March 31, 2024 | December 31, 2023 | ||
(Dollars in millions) | |||
Non-Carlyle interests in Consolidated Funds | $ | $ | |
Non-Carlyle interests in majority-owned subsidiaries | |||
Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions | ( | ( | |
Non-controlling interests in consolidated entities | $ | $ | |
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Non-Carlyle interests in Consolidated Funds | $ | $ | |
Non-Carlyle interests in majority-owned subsidiaries | |||
Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions | |||
Non-controlling interests in income of consolidated entities | $ | $ | |
Three Months Ended March 31, 2024 | |||
Basic | Diluted | ||
Net income attributable to common shares | $ | $ | |
Weighted-average common shares outstanding | |||
Net income per common share | $ | $ | |
Three Months Ended March 31, 2023 | |||
Basic | Diluted | ||
Net income attributable to common shares | $ | $ | |
Weighted-average common shares outstanding | |||
Net income per common share | $ | $ | |
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
49
Three Months Ended March 31, 2024 | |||
Basic | Diluted | ||
The Carlyle Group Inc. weighted-average common shares outstanding | |||
Unvested restricted stock units | |||
Issuable common shares and performance-vesting restricted stock units | |||
Weighted-average common shares outstanding | |||
Three Months Ended March 31, 2023 | |||
Basic | Diluted | ||
The Carlyle Group Inc. weighted-average common shares outstanding | |||
Unvested restricted stock units | |||
Issuable common shares and performance-vesting restricted stock units | |||
Weighted-average common shares outstanding | |||
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
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
March 31, 2024, $1,256.9 million 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 months ended March 31, 2024 and 2023:
Three Months Ended March 31, | |||||
2024 | 2023 | ||||
(Dollars in millions) | Shares | $ | Shares | $ | |
Shares repurchased | $ | $ | |||
Shares retired in connection with the net share settlement of equity-based awards | |||||
Total | $ | $ | |||
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
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
50
accounted for in equity as an additional repurchase cost. The excise tax for the three months ended March 31, 2024 was $0.6
million. Excise tax for the three months ended March 31, 2023 was immaterial .
Dividends
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 | $ | $ | |||
August 15, 2023 | August 23, 2023 | |||||
November 21, 2023 | November 29, 2023 | |||||
February 23, 2024 | March 1, 2024 | |||||
Total 2023 Dividend Year | $ | $ | ||||
May 14, 2024 | May 21, 2024 | $ | $ | |||
Total 2024 Dividend Year (through Q1 2024) | $ | $ | ||||
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.
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 30, 2023) 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 30, 2023, a total of 39,800,000 shares of common stock were authorized for
the grant of awards under the Equity Incentive Plan. As of March 31, 2024, there was a total of 10,176,358 shares of the
Company’s common stock remaining available for grant under the Equity Incentive Plan.
changes for the three months ended March 31, 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 | $ | $ | $ | ||||||||
Granted (3) | $ | $ | $ | ||||||||
Vested (4) | $ | $ | $ | ||||||||
Forfeited | $ | $ | $ | ||||||||
Balance, March 31, 2024 | $ | $ | $ |
(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.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
51
(4)Includes 481,261 shares which were retired in connection with the net share settlement of equity-based awards. The Company paid
$19.4 million of taxes related to the net share settlement of equity-based awards during the three months ended March 31, 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 $108.3 million and
$54.4 million for the three months ended March 31, 2024 and 2023, respectively, with $20.1 million and $9.7 million of
corresponding deferred tax benefits, respectively. As of March 31, 2024, the total unrecognized equity-based compensation
expense related to unvested restricted stock units was $896.7 million, which is expected to be recognized over a weighted-
average term of 2.2 years.
Carlyle conducts its operations through three reportable segments:
Global Private Equity – The Global Private Equity segment advises the Company’s buyout, middle market and growth
capital funds, its U.S. and internationally focused real estate funds, and its infrastructure and natural resources funds. The
segment also includes the NGP Carry Funds advised by NGP.
Global Credit – The Global Credit segment advises funds and vehicles that pursue investment strategies including loans
and structured credit, direct lending, opportunistic credit, distressed credit, aircraft financing and servicing, infrastructure
debt, insurance solutions, asset-backed lending, and global capital markets.
Global Investment Solutions – The Global Investment Solutions segment advises global private equity programs and
related co-investment and secondary activities.
The Company’s reportable business segments are differentiated by their various investment focuses and strategies.
Overhead costs are generally allocated based on cash-based compensation and benefits expense for each segment. The
Company’s earnings from its investment in NGP are presented in the respective operating captions within the Global Private
Equity segment.
Distributable Earnings. Distributable Earnings, or “DE,” is a key performance benchmark used in the Company’s
industry and is evaluated regularly by management in making resource deployment and compensation decisions and in
assessing performance of the Company’s three reportable segments. Management also uses DE in budgeting, forecasting, and
the overall management of the Company’s segments. Management believes that reporting DE is helpful to understanding the
Company’s business and that investors should review the same supplemental financial measure that management uses to
analyze the Company’s segment performance. DE is intended to show the amount of net realized earnings without the effects of
the consolidation of the Consolidated Funds. DE is derived from the Company’s segment reported results and is used to assess
performance.
Distributable Earnings differs from income (loss) before provision for income taxes computed in accordance with U.S.
GAAP in that it includes certain tax expenses associated with certain foreign performance revenues (comprised of performance
allocations and incentive fees), and does not include unrealized performance allocations and related compensation expense,
unrealized principal investment income, equity-based compensation expense, net income (loss) attributable to non-Carlyle
interests in consolidated entities, or charges (credits) related to Carlyle corporate actions and non-recurring items 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
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
52
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.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
53
March 31, 2024:
Three Months Ended March 31, 2024 | |||||||
Global Private Equity | Global Credit | Global Investment Solutions | Total | ||||
(Dollars in millions) | |||||||
Segment Revenues | |||||||
Fund level fee revenues | |||||||
Fund management fees | $ | $ | $ | $ | |||
Portfolio advisory and transaction fees, net and other | |||||||
Fee related performance revenues | |||||||
Total fund level fee revenues | |||||||
Realized performance revenues | |||||||
Realized principal investment income | |||||||
Interest income | |||||||
Total revenues | |||||||
Segment Expenses | |||||||
Compensation and benefits | |||||||
Cash-based compensation and benefits | |||||||
Realized performance revenues related compensation | |||||||
Total compensation and benefits | |||||||
General, administrative, and other indirect expenses | |||||||
Depreciation and amortization expense | |||||||
Interest expense | |||||||
Total expenses | |||||||
Distributable Earnings | $ | $ | $ | $ | |||
(-) Realized Net Performance Revenues | |||||||
(-) Realized Principal Investment Income | |||||||
(+) Net Interest | |||||||
(=) Fee Related Earnings | $ | $ | $ | $ | |||
Segment assets as of March 31, 2024 | $ | $ | $ | $ | |||
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
54
The following tables present the financial data for the Company’s three reportable segments for the three months ended
March 31, 2023:
Three Months Ended March 31, 2023 | |||||||
Global Private Equity | Global Credit | Global Investment Solutions | Total | ||||
(Dollars in millions) | |||||||
Segment Revenues | |||||||
Fund level fee revenues | |||||||
Fund management fees | $ | $ | $ | $ | |||
Portfolio advisory and transaction fees, net and other | |||||||
Fee related performance revenues | |||||||
Total fund level fee revenues | |||||||
Realized performance revenues | |||||||
Realized principal investment income | |||||||
Interest income | |||||||
Total revenues | |||||||
Segment Expenses | |||||||
Compensation and benefits | |||||||
Cash-based compensation and benefits | |||||||
Realized performance revenues related compensation | |||||||
Total compensation and benefits | |||||||
General, administrative, and other indirect expenses | |||||||
Depreciation and amortization expense | |||||||
Interest expense | |||||||
Total expenses | |||||||
Distributable Earnings | $ | $ | $ | $ | |||
(-) Realized Net Performance Revenues | |||||||
(-) Realized Principal Investment Income | |||||||
(+) Net Interest | |||||||
(=) Fee Related Earnings | $ | $ | $ | $ | |||
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
55
three months ended March 31, 2024 and 2023, and Total Assets as of March 31, 2024.
Three Months Ended March 31, 2024 | |||||||||
Total Reportable Segments | Consolidated Funds | Reconciling Items | Carlyle Consolidated | ||||||
(Dollars in millions) | |||||||||
Revenues | $ | $ | $( | (a) | $ | ||||
Expenses | $ | $ | $( | (b) | $ | ||||
Other income (loss) | $ | $( | $ | (c) | $( | ||||
Distributable earnings | $ | $ | $( | (d) | $ | ||||
Total assets | $ | $ | $( | (e) | $ | ||||
Three Months Ended March 31, 2023 | |||||||||
Total Reportable Segments | Consolidated Funds | Reconciling Items | Carlyle Consolidated | ||||||
(Dollars in millions) | |||||||||
Revenues | $ | $ | $( | (a) | $ | ||||
Expenses | $ | $ | $ | (b) | $ | ||||
Other income (loss) | $ | $ | $ | (c) | $ | ||||
Distributable earnings | $ | $ | $( | (d) | $ | ||||
(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:
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Unrealized performance and fee related performance revenues | $( | $( | |
Unrealized principal investment income (loss) | ( | ||
Adjustments related to expenses associated with investments in NGP Management and its affiliates | ( | ( | |
Non-controlling interests and other adjustments to present certain costs on a net basis | |||
Elimination of revenues of Consolidated Funds | ( | ( | |
$( | $( | ||
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 months ended March 31, 2024 and 2023.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
56
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Total Reportable Segments - Fund level fee revenues | $ | $ | |
Adjustments(1) | ( | ( | |
Carlyle Consolidated - Fund management fees | $ | $ | |
(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:
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Unrealized performance and fee related performance revenue compensation expense | $( | $( | |
Equity-based compensation | |||
Acquisition or disposition-related charges and amortization of intangibles and impairment | |||
Tax (expense) benefit associated with certain foreign performance revenues related compensation | ( | ( | |
Non-controlling interests and other adjustments to present certain costs on a net basis | |||
Other adjustments | |||
Elimination of expenses of Consolidated Funds | ( | ( | |
$( | $ | ||
(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).
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
57
(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 March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Income (loss) before provision for income taxes | $ | $ | |
Adjustments: | |||
Net unrealized performance and fee related performance revenues | |||
Unrealized principal investment (income) loss | ( | ||
Equity-based compensation(1) | |||
Acquisition or disposition-related charges, including amortization of intangibles and impairment | |||
Tax expense associated with certain foreign performance revenues | ( | ( | |
Net income attributable to non-controlling interests in consolidated entities | ( | ( | |
Other adjustments | |||
Distributable Earnings | $ | $ | |
Realized performance revenues, net of related compensation(2) | |||
Realized principal investment income(2) | |||
Net interest | |||
Fee Related Earnings | $ | $ | |
(1)Equity-based compensation for the three months ended March 31, 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)See reconciliation to most directly comparable U.S. GAAP measure below:
Three Months Ended March 31, 2024 | |||||
Carlyle Consolidated | Adjustments (3) | Total Reportable Segments | |||
(Dollars in millions) | |||||
Performance revenues | $( | $ | $ | ||
Performance revenues related compensation expense | ( | ||||
Net performance revenues | $( | $ | $ | ||
Principal investment income (loss) | $ | $( | $ | ||
Three Months Ended March 31, 2023 | |||||
Carlyle Consolidated | Adjustments (3) | Total Reportable Segments | |||
(Dollars in millions) | |||||
Performance revenues | $ | $ | $ | ||
Performance revenues related compensation expense | ( | ||||
Net performance revenues | $ | $ | $ | ||
Principal investment income (loss) | $ | $ | $ | ||
(3) Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations
net of related compensation expense and unrealized principal investment income, which are excluded from the segment
results, (ii) amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were
included in the segment results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
58
excluded from the segment results, (iv) the reclassification of NGP performance revenues, which are included in principal
investment income in the U.S. GAAP financial statements, (v) the reclassification of fee related performance revenues, which
are included in fund level fee revenues in the segment results, and (vi) the reclassification of tax expenses associated with
certain foreign performance revenues. Adjustments to principal investment income (loss) also include the reclassification of
earnings for the investments in NGP Management and its affiliates to the appropriate operating captions for the segment
results, the exclusion of charges associated with the investment in NGP Management and its affiliates that are excluded from
the segment results and the exclusion of the principal investment loss from dilution of the indirect investment in Fortitude.
(e) The Total Assets adjustment represents the addition of the assets of the Consolidated Funds that were eliminated in
consolidation to arrive at the Company’s total assets.
In April 2024, 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 May 14, 2024, payable on May 21, 2024.
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
59
The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the
Company’s financial position as of March 31, 2024 and December 31, 2023 and results of operations for the three months
ended March 31, 2024 and 2023. The supplemental statement of cash flows is presented without effects of the Consolidated
Funds.
As of March 31, 2024 | |||||||
Consolidated Operating Entities | Consolidated Funds | Eliminations | Consolidated | ||||
(Dollars in millions) | |||||||
Assets | |||||||
Cash and cash equivalents | $ | $ | $ | $ | |||
Cash and cash equivalents held at Consolidated Funds | |||||||
Restricted cash | |||||||
Investments, including performance allocations of $ | ( | ||||||
Investments of Consolidated Funds | ( | ||||||
Due from affiliates and other receivables, net | ( | ||||||
Due from affiliates and other receivables of Consolidated Funds, net | |||||||
Fixed assets, net | |||||||
Lease right-of-use assets, net | |||||||
Deposits and other | |||||||
Intangible assets, net | |||||||
Deferred tax assets | |||||||
Total assets | $ | $ | $( | $ | |||
Liabilities and equity | |||||||
Debt obligations | $ | $ | $ | $ | |||
Loans payable of Consolidated Funds | ( | ||||||
Accounts payable, accrued expenses and other liabilities | |||||||
Accrued compensation and benefits | |||||||
Due to affiliates | |||||||
Deferred revenue | |||||||
Deferred tax liabilities | |||||||
Other liabilities of Consolidated Funds | |||||||
Lease liabilities | |||||||
Accrued giveback obligations | |||||||
Total liabilities | ( | ||||||
Common stock | |||||||
Additional paid-in capital | ( | ||||||
Retained earnings | |||||||
Accumulated other comprehensive loss | ( | ( | ( | ||||
Non-controlling interests in consolidated entities | |||||||
Total equity | ( | ||||||
Total liabilities and equity | $ | $ | $( | $ | |||
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
60
As of December 31, 2023 | |||||||
Consolidated Operating Entities | Consolidated Funds | Eliminations | Consolidated | ||||
(Dollars in millions) | |||||||
Assets | |||||||
Cash and cash equivalents | $ | $ | $ | $ | |||
Cash and cash equivalents held at Consolidated Funds | |||||||
Restricted cash | |||||||
Investments, including performance allocations of $ | ( | ||||||
Investments of Consolidated Funds | ( | ||||||
Due from affiliates and other receivables, net | ( | ||||||
Due from affiliates and other receivables of Consolidated Funds, net | |||||||
Fixed assets, net | |||||||
Lease right-of-use assets, net | |||||||
Deposits and other | |||||||
Intangible assets, net | |||||||
Deferred tax assets | |||||||
Total assets | $ | $ | $( | $ | |||
Liabilities and equity | |||||||
Debt obligations | $ | $ | $ | $ | |||
Loans payable of Consolidated Funds | ( | ||||||
Accounts payable, accrued expenses and other liabilities | |||||||
Accrued compensation and benefits | |||||||
Due to affiliates | |||||||
Deferred revenue | |||||||
Deferred tax liabilities | |||||||
Other liabilities of Consolidated Funds | |||||||
Lease liabilities | |||||||
Accrued giveback obligations | |||||||
Total liabilities | ( | ||||||
Common stock | |||||||
Additional paid-in capital | ( | ||||||
Retained earnings | |||||||
Accumulated other comprehensive loss | ( | ( | ( | ||||
Non-controlling interests in consolidated entities | |||||||
Total equity | ( | ||||||
Total liabilities and equity | $ | $ | $( | $ | |||
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
61
Three Months Ended March 31, 2024 | |||||||
Consolidated Operating Entities | Consolidated Funds | Eliminations | Consolidated | ||||
(Dollars in millions) | |||||||
Revenues | |||||||
Fund management fees | $ | $ | $( | $ | |||
Incentive fees | |||||||
Investment income (loss) | |||||||
Performance allocations | ( | ( | ( | ||||
Principal investment income | ( | ||||||
Total investment loss | ( | ( | ( | ||||
Interest and other income | ( | ||||||
Interest and other income of Consolidated Funds | |||||||
Total revenues | ( | ||||||
Expenses | |||||||
Compensation and benefits | |||||||
Cash-based compensation and benefits | |||||||
Equity-based compensation | |||||||
Performance allocations and incentive fee related compensation | ( | ( | |||||
Total compensation and benefits | |||||||
General, administrative and other expenses | |||||||
Interest | |||||||
Interest and other expenses of Consolidated Funds | ( | ||||||
Other non-operating expenses | |||||||
Total expenses | ( | ||||||
Other income (loss) | |||||||
Net investment loss of Consolidated Funds | ( | ( | |||||
Income before provision for income taxes | ( | ||||||
Provision for income taxes | |||||||
Net income | ( | ||||||
Net income attributable to non-controlling interests in consolidated entities | |||||||
Net income attributable to The Carlyle Group Inc. | $ | $ | $( | $ | |||
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
62
Three Months Ended March 31, 2023 | |||||||
Consolidated Operating Entities | Consolidated Funds | Eliminations | Consolidated | ||||
(Dollars in millions) | |||||||
Revenues | |||||||
Fund management fees | $ | $ | $( | $ | |||
Incentive fees | ( | ||||||
Investment income | |||||||
Performance allocations | ( | ||||||
Principal investment income | ( | ||||||
Total investment income | ( | ||||||
Interest and other income | ( | ||||||
Interest and other income of Consolidated Funds | |||||||
Total revenues | ( | ||||||
Expenses | |||||||
Compensation and benefits | |||||||
Cash-based compensation and benefits | |||||||
Equity-based compensation | |||||||
Performance allocations and incentive fee related compensation | |||||||
Total compensation and benefits | |||||||
General, administrative and other expenses | ( | ||||||
Interest | |||||||
Interest and other expenses of Consolidated Funds | ( | ||||||
Other non-operating expenses | |||||||
Total expenses | ( | ||||||
Other income (loss) | |||||||
Net investment income of Consolidated Funds | |||||||
Income before provision for income taxes | ( | ||||||
Provision for income taxes | |||||||
Net income | ( | ||||||
Net income attributable to non-controlling interests in consolidated entities | |||||||
Net income attributable to The Carlyle Group Inc. | $ | $ | $( | $ | |||
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
63
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Cash flows from operating activities | |||
Net income | $ | $ | |
Adjustments to reconcile net income to net cash flows from operating activities: | |||
Depreciation and amortization | |||
Equity-based compensation | |||
Non-cash performance allocations and incentive fees | ( | ||
Non-cash principal investment income | ( | ( | |
Other non-cash amounts | ( | ||
Purchases of investments | ( | ( | |
Proceeds from the sale of investments | |||
Payments of contingent consideration | ( | ( | |
Change in deferred taxes, net | ( | ( | |
Change in due from affiliates and other receivables | |||
Change in deposits and other | ( | ( | |
Change in accounts payable, accrued expenses and other liabilities | ( | ||
Change in accrued compensation and benefits | ( | ( | |
Change in due to affiliates | ( | ( | |
Change in lease right-of-use asset and lease liability | ( | ( | |
Change in deferred revenue | |||
Net cash provided by operating activities | ( | ||
Cash flows from investing activities | |||
Purchases of corporate treasury investments | ( | ||
Proceeds from corporate treasury investments | |||
Purchases of fixed assets, net | ( | ( | |
Net cash used in investing activities | ( | ( | |
Cash flows from financing activities | |||
Payments on CLO borrowings | ( | ( | |
Proceeds from CLO borrowings, net of financing costs | |||
Dividends to common stockholders | ( | ( | |
Payment of deferred consideration for Carlyle Holdings units | ( | ( | |
Contributions from non-controlling interest holders | |||
Distributions to non-controlling interest holders | ( | ( | |
Common shares repurchased and net share settlement of equity awards | ( | ( | |
Change in due to/from affiliates financing activities | |||
Net cash used in financing activities | ( | ( | |
Effect of foreign exchange rate changes | ( | ||
Decrease in cash, cash equivalents and restricted cash | ( | ( | |
Cash, cash equivalents and restricted cash, beginning of period | |||
Cash, cash equivalents and restricted cash, end of period | $ | $ | |
Reconciliation of cash, cash equivalents and restricted cash, end of period: | |||
Cash and cash equivalents | $ | $ | |
Restricted cash | |||
Total cash, cash equivalents and restricted cash, end of period | $ | $ | |
Cash and cash equivalents held at Consolidated Funds | $ | $ | |
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
64
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 March 31, 2024, our Global Private Equity segment had $159
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 March 31, 2024, our Global Credit segment had $186 billion in
AUM and $153 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 March 31, 2024, our Global Investment Solutions segment had $80
billion in AUM and $47 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. Accordingly, our segment revenues primarily consist of fund management fees and
related transaction and portfolio advisory fees and other income, realized performance revenues (consisting of incentive fees
and performance allocations), realized principal investment income, including realized gains on our investments in our funds
and other trading securities, as well as interest income. Our segment expenses primarily consist of cash compensation and
benefits expenses, including salaries, bonuses, and realized performance payment arrangements, and general and administrative
expenses. While our segment expenses include depreciation and interest expense, our segment expenses exclude acquisition and
disposition related charges and amortization of intangibles and impairment. 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.
65
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 $425 billion as of March 31, 2024 for each of our three global business segments (in billions):
Global Private Equity 1 | $159.2 | Global Credit | $186.4 | |
Corporate Private Equity | $106.6 | Insurance 5 | $79.1 | |
U.S. Buyout (CP) | 52.2 | Liquid Credit | $51.3 | |
Asia Buyout (CAP) | 11.8 | U.S. CLOs | 36.6 | |
Europe Buyout (CEP) | 10.7 | Europe CLOs | 10.8 | |
Carlyle Global Partners (CGP) | 6.8 | Revolving Credit | 2.0 | |
Europe Technology (CETP) | 6.3 | CLO Investment Products | 1.9 | |
Japan Buyout (CJP) | 5.7 | Private Credit | $25.8 | |
U.S. Growth (CP Growth / CEOF) | 3.6 | Opportunistic Credit (CCOF / CSP) | 16.1 | |
Life Sciences (ABV / ACCD) | 2.2 | Direct Lending 6 | 9.7 | |
Asia Growth (CAP Growth / CAGP) | 1.2 | Real Assets Credit | $17.0 | |
Other 2 | 6.3 | Aviation (SASOF / CALF) | 12.2 | |
Infrastructure (CICF) | 4.0 | |||
Real Estate | $27.7 | Other 7 | 0.8 | |
U.S. Real Estate (CRP) | 16.9 | Platform Initiatives | $13.1 | |
Core Plus Real Estate (CPI) | 7.6 | Credit Strategic Solutions | 7.0 | |
International Real Estate (CER) | 3.2 | Carlyle Tactical Private Credit (CTAC) | 3.9 | |
Other Cross-Platform Credit Products | 2.1 | |||
Infrastructure & Natural Resources | $24.9 | Global Investment Solutions | $79.9 | |
NGP Energy 3 | 11.0 | Secondaries and Portfolio Finance (ASF / ASPF) | $33.1 | |
Infrastructure & Renewable Energy 4 | 7.6 | Co-Investments (ACF) | $21.4 | |
International Energy (CIEP) | 6.2 | Primary Investments & Other 8 | $25.4 | |
Note: All amounts shown represent total assets under management as of March 31, 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)Global Private Equity also includes assets under management in funds which we jointly advise with Riverstone Holdings L.L.C. (the
“Legacy Energy funds”). The impact of these funds is no longer significant to our results of operations.
(2)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.
(3)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.
(4)Includes our Infrastructure (CGIOF), Renewable Energy (CRSEF) and Power funds (CPP / CPOCP).
(5)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.
(6)Includes our business development companies (CSL / CARS) and our newly launched evergreen fund (CDLF).
(7)Includes our Energy Credit (CEMOF) and Real Estate Credit (CNLI) funds.
(8)Includes Mezzanine funds and Carlyle AlpInvest Private Markets Fund (CAPM).
Trends Affecting our Business
The global economy showcased resilience in the first quarter of 2024, notwithstanding geopolitical tensions and
persistently high interest rates. The U.S. economy maintained momentum, euro area growth was stable despite ongoing
challenges in energy-intensive industrials and Germany, China’s economy expanded robustly despite uneven underlying growth
across sectors, and both India and Korea experienced accelerated economic activity and consumption. U.S. GDP expanded at a
1.6% annualized rate in the first quarter of 2024; however, this decelerated pace was largely due to declines in net exports and
inventory investment. Underlying domestic demand remained robust, as evidenced by 3.1% annual growth in real final sales to
private domestic purchasers. This growth was driven by robust consumer spending, large corporate technology budgets
(software, data analytics, artificial intelligence (AI), storage, and other digital services), and an ongoing and unprecedented rise
in industrial facilities investment. Our services (experiences) index ended the quarter at its highest ever levels as demand for air
travel, hotel stays, live events, and off-premises dining continued to surge. Higher interest rates make it more difficult to finance
“big ticket” purchases, most notably homes, as well as durable goods like autos, appliances, and renovations. Household debt
service ratios remain low, however, with fixed-rate mortgages saving households over $450 billion annually (equal to over 2%
of total consumption) relative to if these loans were repriced at market rates. This “hedge” allows consumption to grow with
compensation (approximately 4% annually) and naturally biases spending toward entertainment services that do not need to be
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financed. Core and headline inflation finished the quarter up 3.5% and 3.8%, respectively, from a year earlier, continuing to be
driven by services costs. At the November 1st Federal Open Market Committee Meeting, the Federal Reserve signaled that it
was likely at the end of its tightening cycle, as inflationary pressures had begun to become less pronounced; however, as of the
end of the first quarter of 2024, inflation remains above target, the labor market remains strong, and economic growth is steady,
which has driven uncertainty amongst market participants on the timing and magnitude of any potential rate cuts in 2024. The
market is currently pricing with the expectation of two rate cuts in 2024, down from the peak point of optimism when the
market was pricing in seven rate cuts over the year.
In China, official data indicate the economy surpassed expectations in the first quarter, growing at a 6.6% quarter-
over-quarter annualized rate and 5.3% from a year ago. Although Chinese property markets remained weak, with new floor
space sold ending the quarter down 50% cumulatively from 2021 levels, there are positive signs elsewhere. Momentum in
domestic innovation and the industrial sector indicates a strategic redirection of capital, suggesting a methodical approach to
mitigating the immediate risks posed by the property sector. Package throughput volumes increased significantly relative to
year-ago levels during the quarter, retail sales and foot traffic across our portfolio strengthened in March, and the value added
of high-tech manufacturing rose by 7.5% year-over-year, accelerating 2.6% faster than in the fourth quarter of 2023. In Korea,
broad measures of economic activity indicate that domestic demand momentum continued in the first quarter. Similarly, these
measures in India suggest solid growth as well, with a notable rise in discretionary consumption.
Our data indicate modest improvement in Europe’s economy, with our composite measure of gross domestic product
indicating a roughly flat quarter, and a sizeable dispersion between Germany and the rest of the European economy. German
weakness continues to be concentrated in energy-intensive industrials, while lagging capital and intermediate goods exports to
China have also had a material impact. With new energy realities affecting economic activity and inflation declining more
steadily, the European Central Bank has signaled a willingness to diverge from the U.S. Federal Reserve’s approach regarding
the timing of potential rate cuts, with a rate cut as early as June.
Earnings growth estimates in the U.S. for 2024 have been revised downward throughout the quarter yet remain
significantly higher than in 2023, at an anticipated 11% for the year compared to merely 1% the previous year. Earnings are
estimated to have grown by 5% in the first quarter of 2024, compared to the same period a year ago, led by the communication
services, utilities, consumer discretionary, and information technology sectors. The estimated blended net profit margin for the
fourth quarter of 2023 was reported at 11.7%, slightly higher than the 11.6% margin observed a year earlier.
U.S. equity markets continued to perform well in the first quarter of 2024. The Dow Jones, S&P 500, and Nasdaq 100
rose by 5.6%, 10.2%, and 8.5%, respectively. Though the market continued to benefit from AI-driven momentum, the
appreciation was more broadly distributed compared to last year. In 2023, over 60% of the S&P 500’s gain was driven by the
top seven stocks (Apple, Microsoft, NVIDIA, Alphabet, Amazon, Tesla, and Meta); during the first quarter, these stocks have
contributed just over 35%. Meanwhile, global equity markets also demonstrated strength: the MSCI ACWI, EuroStoxx 600, and
Shanghai Composite returned 7.8%, 7.0%, and 2.2%, respectively. However, despite a strong start to the year, there has been a
significant pullback in equity markets during the early weeks of the second quarter.
Our carry fund portfolio had modest 2% appreciation in the first quarter of 2024. Within our Global Private Equity
segment in the first quarter, our infrastructure and natural resources funds appreciated 2%, our real estate funds appreciated 1%,
and our corporate private equity funds were flat. Our Global Credit carry funds (which represent approximately 11% of the total
Global Credit remaining fair value as of March 31, 2024) appreciated 2% in the first quarter. Carry funds in our Global
Investment Solutions segment appreciated 5% in the first quarter.
Strategic M&A lost some momentum, though to a lesser extent than financial sponsor buyside transactions, with strategic
buyers acquiring assets totaling around $760 billion during the first quarter. While this amount was 19% less than in the
previous quarter, it was approximately 40% larger than the same period last year. As a result, global M&A, including
acquisitions by financial sponsors, amounted to around $825 billion in the first quarter of 2024, the second largest quarterly
volume since the second quarter of 2022. While this hint of momentum is encouraging, the increase is from a very low base.
M&A-related issuance, especially buyouts, remains well below levels observed two years ago due to the elevated cost of debt
and the logjam in sponsor exit activity. Although initial public offerings (IPOs) generally play a comparatively less important
role for divestments, especially on the leveraged buyout (LBO) side, the IPO market is usually considered a good indicator of
the state of the exit market. Globally, signals from this indicator have not been particularly encouraging. Excluding special
purpose acquisition companies (SPACs), global proceeds from IPOs totaled $21.3 billion during the first quarter of 2024, a
16% decrease compared to the same period a year ago and the slowest opening period for global IPOs since 2019. Investment
activity in our carry funds was higher in the first quarter of 2024 than the comparable prior year period. We generated $5.9
billion in realized proceeds from our carry funds and invested $5.0 billion into new or follow-on transactions in our carry funds
during the first quarter of 2024, compared to $4.5 billion and $3.8 billion, respectively, during the first quarter of 2023. In six of
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the last eight quarters, realized proceeds from our carry funds were in excess of invested capital, providing net positive
distributions to our investors.
As investor sentiment improved and spreads tightened, leveraged finance markets reopened, resulting in a massive
increase in issuance of leveraged loans and high-yield bonds. Much of this increase has been driven by refinancing borrowers
out of more expensive loans originated in the past two years when private credit was increasingly perceived as “the only game
in town” amid rapidly rising financing costs and liquidity constraints. While LBO activity in the U.S. recovered meaningfully,
this was not enough to offset a decline in buyout volume in Europe and Asia. In the first three months of 2024, LBO volume,
including add-ons, totaled approximately $66 billion, a decline of 42% compared to the previous quarter. Deployment by
venture capital and growth capital funds remained depressed in the first quarter. Startup companies received $71 billion, the
smallest amount since the fourth quarter of 2017.
We priced and closed $0.4 billion in CLO issuance, $1.0 billion in CLO resets and $0.4 billion in CLO refinancing during
the first quarter, reflecting the active start to the year for the CLO market. Our global CLO portfolio continues to experience a
default rate less than the industry average, and we are actively managing our credit positions to maintain balanced risk-adjusted
credit quality. However, while default rates have remained low, we have seen default rates increase in 2023 and into the first
quarter of 2024 as higher financing costs continue to pressure borrower debt-service capacity.
Gross originations in our direct lending strategy totaled $0.8 billion in the first quarter of 2024, a more than 100%
increase over originations in the first 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 March 31, 2024 were approximately 10%.
We had $5.3 billion in new capital inflows in the first quarter towards our previously announced target of $40 billion of
capital inflows in 2024. The impact of muted realizations on investor liquidity has been exacerbated by an increase in demand
on investor capital as the increased cost of subscription lines commonly used to bridge capital calls has led to borrowing
repayments and restricted use in current investment activity. The impact of net negative distributions to investors, combined
with increasing 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, and expect to continue to see, a decline in buyout fund sizes across most geographies, which may result in lower
management fees in Global Private Equity in the future.
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 March 2024, the SEC adopted final public company climate-related disclosures rules
requiring registrants to disclose, among other things, material climate-related risks; activities to mitigate or adapt to such risks;
information about the registrant’s board of directors’ oversight of climate-related risks and management’s role in managing
material climate-related risks; and information on any climate-related targets or goals that are material to the registrant’s
business, results of operations, or financial condition. In addition, the final rules require disclosure of Scope 1 and/or Scope 2
greenhouse gas emissions on a phased-in basis by certain larger registrants when those emissions are material; the filing of an
attestation report covering the required disclosure of such registrants’ Scope 1 and/or Scope 2 emissions, also on a phased-in
basis; and disclosure of the financial statement effects of severe weather events and other natural conditions including, for
example, costs and losses. On April 4, 2024, the SEC voluntarily stayed implementation of the climate-related disclosure rules,
pending completion of judicial review of consolidated challenges to the rules by the Court of Appeals for the Eighth Circuit.
We are closely evaluating potential impacts to our business of these rule adoptions and various financial, regulatory, and other
proposals put forth by the current 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 April 2024, 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 May 14, 2024, payable on May 21, 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
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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 excludes 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.
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
$242.4 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 $242.4 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, 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 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 CLO assets.
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, we expect that the portion of performance allocations and incentive fees paid as
compensation will increase and cash-based compensation and benefits will decrease 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
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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 our CLO loans, 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 by management 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
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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 and one of our business development
companies (see “Fee-earning AUM based on invested capital” in the table below for the amount of this component
at each period);
(c)the amount of aggregate fee-earning collateral balance 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).
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The chart below presents Fee-earning AUM by segment at each period, in billions.
The table below details Fee-earning AUM by its respective components at each period.
As of March 31, | |||
2024 | 2023 | ||
Consolidated Results | (Dollars in millions) | ||
Components of Fee-earning AUM | |||
Fee-earning AUM based on capital commitments | $72,095 | $81,854 | |
Fee-earning AUM based on invested capital | 68,662 | 61,233 | |
Fee-earning AUM based on collateral balances, at par | 48,072 | 46,268 | |
Fee-earning AUM based on net asset value | 20,137 | 12,410 | |
Fee-earning AUM based on fair value and other | 95,259 | 69,593 | |
Balance, End of Period(1) | $304,225 | $271,358 | |
(1)Ending balances as of March 31, 2024 and 2023 exclude $15.3 billion and $13.4 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 March 31, | |||
2024 | 2023 | ||
Consolidated Results | (Dollars in millions) | ||
Fee-earning AUM Rollforward | |||
Balance, Beginning of Period | $307,418 | $266,577 | |
Inflows(1) | 5,664 | 6,278 | |
Outflows (including realizations)(2) | (6,311) | (2,853) | |
Market Activity & Other(3) | (1,347) | 685 | |
Foreign Exchange(4) | (1,199) | 671 | |
Balance, End of Period | $304,225 | $271,358 | |
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(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 three months
ended March 31, 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.
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The chart below presents Total AUM by segment at each period, in billions.
We include in our calculation of AUM and Fee-earning AUM the Legacy Energy Funds that we jointly advise with
Riverstone and 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 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.
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The table below provides the period to period rollforward of Total AUM.
Three Months Ended March 31, 2024 | |
Consolidated Results | (Dollars in millions) |
Total AUM Rollforward | |
Balance, Beginning of Period | $425,994 |
Inflows(1) | 5,334 |
Outflows (including realizations)(2) | (7,569) |
Market Activity & Other(3) | 3,720 |
Foreign Exchange(4) | (2,014) |
Balance, End of Period | $425,465 |
(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) our Interval Fund (“CTAC”) and (e) our closed-end tender offer fund Carlyle AlpInvest Private
Markets Fund (“CAPM”). As of March 31, 2024, our total AUM and Fee-earning AUM included $93.1 billion and $89.6
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 March 31, 2024, our total AUM included
$217.5 billion of Performance Fee Eligible AUM.
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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 March 31, 2024, our Consolidated Funds represent approximately 2% of our
AUM; 1% of our management fees for the three months ended March 31, 2024; and 9% of our total investment income or loss
on an unconsolidated basis for the three months ended March 31, 2024.
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 March 31, 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.
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Consolidated Results of Operations
The following table and discussion sets forth information regarding our condensed consolidated results of operations for
the three months ended March 31, 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 March 31, | Change | ||||||
2024 | 2023 | $ | % | ||||
(Dollars in millions) | |||||||
Revenues | |||||||
Fund management fees | $523.6 | $500.8 | $22.8 | 5% | |||
Incentive fees | 26.2 | 19.8 | 6.4 | 32% | |||
Investment income (loss) | |||||||
Performance allocations | (157.0) | 160.8 | (317.8) | (198)% | |||
Principal investment income (loss) | 73.1 | 11.7 | 61.4 | NM | |||
Total investment income (loss) | (83.9) | 172.5 | (256.4) | (149)% | |||
Interest and other income | 57.6 | 44.0 | 13.6 | 31% | |||
Interest and other income of Consolidated Funds | 164.9 | 121.9 | 43.0 | 35% | |||
Total revenues | 688.4 | 859.0 | (170.6) | (20)% | |||
Expenses | |||||||
Compensation and benefits | |||||||
Cash-based compensation and benefits | 221.9 | 260.2 | (38.3) | (15)% | |||
Equity-based compensation | 108.3 | 54.4 | 53.9 | 99% | |||
Performance allocations and incentive fee related compensation | (72.8) | 105.7 | (178.5) | (169)% | |||
Total compensation and benefits | 257.4 | 420.3 | (162.9) | (39)% | |||
General, administrative and other expenses | 147.7 | 159.2 | (11.5) | (7)% | |||
Interest | 30.8 | 29.7 | 1.1 | 4% | |||
Interest and other expenses of Consolidated Funds | 124.6 | 93.7 | 30.9 | 33% | |||
Other non-operating expenses | 0.2 | 0.1 | 0.1 | 100% | |||
Total expenses | 560.7 | 703.0 | (142.3) | (20)% | |||
Other income (loss) | |||||||
Net investment income (loss) of Consolidated Funds | (7.0) | 3.6 | (10.6) | (294)% | |||
Income (loss) before provision for income taxes | 120.7 | 159.6 | (38.9) | (24)% | |||
Provision (benefit) for income taxes | 21.9 | 34.3 | (12.4) | (36)% | |||
Net income (loss) | 98.8 | 125.3 | (26.5) | (21)% | |||
Net income attributable to non-controlling interests in consolidated entities | 33.2 | 24.6 | 8.6 | 35% | |||
Net income (loss) attributable to The Carlyle Group Inc. Common Stockholders | $65.6 | $100.7 | $(35.1) | (35)% | |||
NM - Not meaningful
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Revenues
Fund management fees. Fund management fees increased $22.8 million, or 4.6%, for the three months ended March 31,
2024, as compared to the three months ended March 31, 2023, primarily due to the following:
Three Months Ended March 31, | |
2024 v. 2023 | |
(Dollars in millions) | |
Higher management fees from the commencement of the investment period for certain newly raised funds | $25.5 |
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 | (8.3) |
Decrease in catch-up management fees from subsequent closes of funds that are in the fundraising period | (2.3) |
Higher transaction and portfolio advisory fees | 10.4 |
All other changes | (2.5) |
Total increase in Fund management fees(1) | $22.8 |
(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 months ended March 31, 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 months ended March 31, 2023. No other fund generated over 10% of total
management fees in the first quarter of 2023.
Fund management fees include transaction and portfolio advisory fees, net of rebate offsets, of $23.8 million and
$13.4 million for the three months ended March 31, 2024 and 2023, respectively.
Incentive fees. Incentive fees increased $6.4 million for the three months ended March 31, 2024 compared to 2023,
primarily due to an increase in incentive fees realized in our Global Credit segment, primarily related to CTAC.
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Investment income (loss). Investment income (loss) decreased $256.4 million to $(83.9) million for the three months
ended March 31, 2024, as compared to the three months ended March 31, 2023, which included a decrease in Performance
allocations of $317.8 million and an increase in Principal investment income of $61.4 million.
The components of Investment income (loss) are included in the following table:
Three Months Ended March 31, | Change | ||||||
2024 | 2023 | $ | % | ||||
(Dollars in millions) | |||||||
Performance allocations | $(157.0) | $160.8 | $(317.8) | (198)% | |||
Principal investment income: | |||||||
Investment income from NGP, which includes performance allocations | 31.4 | 16.3 | 15.1 | 93% | |||
Investment income (loss) from our carry funds: | |||||||
Global Private Equity | (2.7) | 2.6 | (5.3) | (204)% | |||
Global Credit | 8.5 | 1.4 | 7.1 | NM | |||
Global Investment Solutions | 7.1 | 9.4 | (2.3) | (24)% | |||
Investment income (loss) from our CLOs | 13.4 | 17.9 | (4.5) | (25)% | |||
Investment income (loss) from Carlyle FRL | (1.2) | (26.3) | 25.1 | (95)% | |||
Investment income (loss) from our other Global Credit products | 12.5 | 2.0 | 10.5 | NM | |||
Investment income (loss) on foreign currency hedges | 2.8 | 0.4 | 2.4 | NM | |||
All other investment income (loss) | 1.3 | (12.0) | 13.3 | (111)% | |||
Total Principal investment income | 73.1 | 11.7 | 61.4 | NM | |||
Total Investment income (loss) | $(83.9) | $172.5 | $(256.4) | (149)% | |||
Performance allocations. Performance allocations by segment for the three months ended March 31, 2024 and 2023
comprised the following:
Three Months Ended March 31, | Change | ||||||
2024 | 2023 | $ | % | ||||
(Dollars in millions) | |||||||
Global Private Equity | $(363.5) | $(3.8) | $(359.7) | NM | |||
Global Credit | 65.1 | 33.4 | 31.7 | 95% | |||
Global Investment Solutions | 141.4 | 131.2 | 10.2 | 8% | |||
Total performance allocations | $(157.0) | $160.8 | $(317.8) | (198)% | |||
Primary drivers for the decrease in Performance allocations for the three months ended March 31, 2024 compared to
the three months ended March 31, 2023 included:
•a decrease of $359.7 million in our Global Private Equity segment, primarily driven by reversals of accrued
carry in CEP V related to portfolio depreciation and the impact of preferred returns, and reversals of accrued
carry in CP VII as preferred returns outpaced carry fund portfolio appreciation;
•an increase of $31.7 million in our Global Credit segment, primarily driven by carry accruals in cross-platform
products, as well as Opportunistic Credit and Aviation funds, related to portfolio appreciation; and
•an increase of $10.2 million in our Global Investment Solutions segment, primarily driven by higher carry
accruals related to appreciation in our secondaries and co-investment strategies.
See “—Trends Affecting Our Business” for further discussion the macroeconomic, geopolitical and industry landscape
and our investment activity.
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Principal investment income. The increase in Principal investment income for the three months ended March 31, 2024
compared to the three months ended March 31, 2023 was primarily due to a decrease in investment loss from our investment in
Carlyle FRL, which reflects the unrealized impacts of market exposure at Fortitude, an increase in investment income related to
various Global Credit carry funds and other products, including our BDCs, and an increase in investment income related to our
equity method investment in the general partners of certain carry funds advised by NGP, driven by portfolio appreciation
related to NGP XI and NGP XII. In addition, All other investment income in the three months ended March 31, 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 increased $13.6 million for the three months ended March 31, 2024
as compared to the three months ended March 31, 2023, primarily as a result of an increase in the reimbursement of certain
costs incurred on behalf of Carlyle funds as well as interest income from investments in CLO notes and higher yields on cash.
Interest and other income of Consolidated Funds. Interest and other income of Consolidated Funds increased $43.0
million for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, driven 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.
Expenses
Compensation and benefits. Total compensation and benefits decreased $162.9 million for the three months ended March
31, 2024, as compared to the three months ended March 31, 2023, driven by a decrease in Performance allocations and
incentive fee related compensation of $178.5 million and a decrease in cash-based compensation and benefits of $38.3 million,
partially offset by an increase in equity-based compensation of $53.9 million.
Performance allocations and incentive fee related compensation. The decrease in Performance allocations and incentive
fee related compensation expense was primarily driven by the impact of reversals during the three months ended March 31,
2024 of Performance allocations, on which the related compensation is based. Additionally, the reversal of Performance
allocations and incentive fee related compensation in 2024 reflects 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.
Cash-based compensation and benefits. The decrease in Cash-based compensation and benefits 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 was driven by an increase in restricted stock
units granted. In February 2024, we granted 18.1 million restricted stock units, including 13.2 million restricted stock units
granted to certain Carlyle professionals which are subject to vesting based on the achievement of stock price performance
conditions over a service period of three years. 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.
General, administrative and other expenses. General, administrative and other expenses decreased $11.5 million for the
three months ended March 31, 2024 as compared to the three months ended March 31, 2023, driven by a decrease in foreign
translation adjustments of $12.2 million, reflecting a foreign exchange gain for the three months ended March 31, 2024
compared to a foreign exchange loss for the three months ended March 31, 2023 related to the movement in the Euro relative to
the U.S. dollar, a decrease in expenses for funds in fundraising, and the benefit of lower value-added tax expense in Asia during
the three months ended March 31, 2024, partially offset by an increase in liabilities for litigation-related contingencies,
regulatory examination and inquiries, and other matters during the three months ended March 31, 2024. We expect general,
administrative and other expenses to increase in subsequent quarters.
Interest and other expenses of Consolidated Funds. Interest and other expenses of Consolidated Funds increased $30.9
million for the three months ended March 31, 2024 as compared to the three months ended March 31, 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
82
related funds’ limited partners or CLO investors. Accordingly, such amounts have no material impact on net income attributable
to the Company.
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 March 31, | Change | ||||||
2024 | 2023 | $ | % | ||||
(Dollars in millions) | |||||||
Realized losses | $(21.2) | $(17.4) | $(3.8) | 22% | |||
Net change in unrealized gains | 103.9 | 162.4 | (58.5) | (36)% | |||
Total gains (losses) | 82.7 | 145.0 | (62.3) | (43)% | |||
Losses from liabilities of CLOs | (89.7) | (141.4) | 51.7 | (37)% | |||
Total net investment income (loss) of Consolidated Funds | $(7.0) | $3.6 | $(10.6) | NM | |||
Provision for income taxes. The Company’s provision for income taxes was $21.9 million and $34.3 million for the three
months ended March 31, 2024 and 2023, respectively. The Company’s effective tax rate was approximately 18% and 21% for
the three months ended March 31, 2024 and 2023, respectively. The effective tax rate for each of the three months ended March
31, 2024 and 2023 primarily comprises the 21% U.S. federal corporate income tax rate and 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.
As of March 31, 2024 and December 31, 2023, the Company had federal, state, local and foreign taxes payable of
$101.4 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.
Net income attributable to non-controlling interests in consolidated entities. Net income attributable to non-controlling
interests in consolidated entities was $33.2 million for the three months ended March 31, 2024 as compared to net income of
$24.6 million for the three months ended March 31, 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 $12.7 million and $17.2 million for the three months ended March 31, 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
months ended March 31, 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.
The following table shows our total segment DE and FRE for the three months ended March 31, 2024 and 2023.
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Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Total Segment Revenues | $1,023.0 | $754.2 | |
Total Segment Expenses | 591.7 | 482.6 | |
(=) Distributable Earnings | $431.3 | $271.6 | |
(-) Realized Net Performance Revenues | 142.0 | 69.5 | |
(-) Realized Principal Investment Income | 33.7 | 23.8 | |
(+) Net Interest | 10.7 | 15.1 | |
(=) Fee Related Earnings | $266.3 | $193.4 | |
The following table sets forth our total segment revenues for the three months ended March 31, 2024 and 2023.
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Segment Revenues | |||
Fund level fee revenues | |||
Fund management fees | $515.6 | $506.2 | |
Portfolio advisory and transaction fees, net and other | 26.7 | 16.4 | |
Fee related performance revenues | 29.1 | 28.8 | |
Total fund level fee revenues | 571.4 | 551.4 | |
Realized performance revenues | 397.8 | 165.1 | |
Realized principal investment income | 33.7 | 23.8 | |
Interest income | 20.1 | 13.9 | |
Total Segment Revenues | $1,023.0 | $754.2 | |
The following table sets forth our total segment expenses for the three months ended March 31, 2024 and 2023.
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Segment Expenses | |||
Compensation and benefits | |||
Cash-based compensation and benefits | $214.3 | $260.6 | |
Realized performance revenue related compensation | 255.8 | 95.6 | |
Total compensation and benefits | 470.1 | 356.2 | |
General, administrative, and other indirect expenses | 79.7 | 87.5 | |
Depreciation and amortization expense | 11.1 | 9.9 | |
Interest expense | 30.8 | 29.0 | |
Total Segment Expenses | $591.7 | $482.6 | |
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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 March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Income (loss) before provision for income taxes | $120.7 | $159.6 | |
Adjustments: | |||
Net unrealized performance and fee related performance revenues | 193.2 | 18.4 | |
Unrealized principal investment (income) loss | (4.4) | 29.0 | |
Equity-based compensation(1) | 111.0 | 57.1 | |
Acquisition or disposition-related charges, including amortization of intangibles and impairment | 32.8 | 28.7 | |
Tax expense associated with certain foreign performance revenues | (1.0) | (0.5) | |
Net (income) loss attributable to non-controlling interests in consolidated entities | (33.2) | (24.6) | |
Other adjustments | 12.2 | 3.9 | |
(=) Distributable Earnings | $431.3 | $271.6 | |
(-) Realized net performance revenues, net of related compensation(2) | 142.0 | 69.5 | |
(-) Realized principal investment income(2) | 33.7 | 23.8 | |
(+) Net interest | 10.7 | 15.1 | |
(=) Fee Related Earnings | $266.3 | $193.4 | |
(1)Equity-based compensation for the three months ended March 31, 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) See reconciliation to most directly comparable U.S. GAAP measure below:
Three Months Ended March 31, 2024 | |||||
Carlyle Consolidated | Adjustments(3) | Total Reportable Segments | |||
(Dollars in millions) | |||||
Performance revenues | $(157.0) | $554.8 | $397.8 | ||
Performance revenues related compensation expense | (72.8) | 328.6 | 255.8 | ||
Net performance revenues | $(84.2) | $226.2 | $142.0 | ||
Principal investment income (loss) | $73.1 | $(39.4) | $33.7 | ||
Three Months Ended March 31, 2023 | |||||
Carlyle Consolidated | Adjustments(3) | Total Reportable Segments | |||
(Dollars in millions) | |||||
Performance revenues | $160.8 | $4.3 | $165.1 | ||
Performance revenues related compensation expense | 105.7 | (10.1) | 95.6 | ||
Net performance revenues | $55.1 | $14.4 | $69.5 | ||
Principal investment income (loss) | $11.7 | $12.1 | $23.8 | ||
(3)Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations net of
related compensation expense and unrealized principal investment income, which are excluded from 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
85
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.
Distributable Earnings for our reportable segments are as follows:
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Global Private Equity | $313.1 | $182.8 | |
Global Credit | 82.1 | 68.9 | |
Global Investment Solutions | 36.1 | 19.9 | |
Distributable Earnings | $431.3 | $271.6 | |
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 senior management 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 months ended March 31, 2024.
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Global Private Equity
The following table presents our results of operations for our Global Private Equity(1) segment:
Three Months Ended March 31, | Change | ||||||
2024 | 2023 | $ | % | ||||
(Dollars in millions) | |||||||
Segment Revenues | |||||||
Fund level fee revenues | |||||||
Fund management fees | $304.6 | $326.9 | $(22.3) | (7)% | |||
Portfolio advisory and transaction fees, net and other | 7.1 | 5.4 | 1.7 | 31% | |||
Fee related performance revenues | 3.7 | 9.6 | (5.9) | (61)% | |||
Total fund level fee revenues | 315.4 | 341.9 | (26.5) | (8)% | |||
Realized performance revenues | 373.8 | 99.0 | 274.8 | 278% | |||
Realized principal investment income | 18.9 | 11.9 | 7.0 | 59% | |||
Interest income | 7.6 | 5.4 | 2.2 | 41% | |||
Total revenues | 715.7 | 458.2 | 257.5 | 56% | |||
Segment Expenses | |||||||
Compensation and benefits | |||||||
Cash-based compensation and benefits | 109.3 | 148.7 | (39.4) | (26)% | |||
Realized performance revenues related compensation | 234.3 | 46.3 | 188.0 | NM | |||
Total compensation and benefits | 343.6 | 195.0 | 148.6 | 76% | |||
General, administrative, and other indirect expenses | 38.6 | 57.1 | (18.5) | (32)% | |||
Depreciation and amortization expense | 6.4 | 6.7 | (0.3) | (4)% | |||
Interest expense | 14.0 | 16.6 | (2.6) | (16)% | |||
Total expenses | 402.6 | 275.4 | 127.2 | 46% | |||
(=) Distributable Earnings | $313.1 | $182.8 | $130.3 | 71% | |||
(-) Realized Net Performance Revenues | 139.5 | 52.7 | 86.8 | 165% | |||
(-) Realized Principal Investment Income | 18.9 | 11.9 | 7.0 | 59% | |||
(+) Net Interest | 6.4 | 11.2 | (4.8) | (43)% | |||
(=) Fee Related Earnings | $161.1 | $129.4 | $31.7 | 24% | |||
(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.
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Distributable Earnings
Distributable Earnings increased $130.3 million for the three months ended March 31, 2024 as compared to the three
months ended March 31, 2023. The following table provides the components of the changes in Distributable Earnings for the
three months ended March 31, 2024:
Three Months Ended March 31, | |
2024 v. 2023 | |
(Dollars in millions) | |
Distributable Earnings, March 31, 2023 | $182.8 |
Increases (decreases): | |
Increase in fee related earnings | 31.7 |
Increase in realized net performance revenues | 86.8 |
Increase in realized principal investment income | 7.0 |
Decrease in net interest | 4.8 |
Total increase | 130.3 |
Distributable Earnings, March 31, 2024 | $313.1 |
Realized Net Performance Revenues. Realized net performance revenues increased $86.8 million for the three months
ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due to realizations in CAP IV and
CIEP during the three months ended March 31, 2024, partially offset by decreases in realizations in Japan and U.S. buyout
funds.
Fee Related Earnings
Fee Related Earnings increased $31.7 million for the three months ended March 31, 2024 as compared to the three
months ended March 31, 2023. The following table provides the components of the changes in Fee Related Earnings for the
three months ended March 31, 2024:
Three Months Ended March 31, | |
2024 v. 2023 | |
(Dollars in millions) | |
Fee Related Earnings, March 31, 2023 | $129.4 |
Increases (decreases): | |
Decrease in fee revenues | (26.5) |
Decrease in cash-based compensation and benefits | 39.4 |
Decrease in general, administrative and other indirect expenses | 18.5 |
All other changes | 0.3 |
Total increase | 31.7 |
Fee Related Earnings, March 31, 2024 | $161.1 |
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Fee Revenues. Total fee revenues decreased $26.5 million for the three months ended March 31, 2024 as compared to the
three months ended March 31, 2023, due to the following:
Three Months Ended March 31, | |
2024 v. 2023 | |
(Dollars in millions) | |
Lower fund management fees | $(22.3) |
Higher portfolio advisory and transaction fees, net and other | 1.7 |
Lower fee related performance revenues | (5.9) |
Total decrease in fee revenues | $(26.5) |
The decrease in fund management fees for the three months ended March 31, 2024 as compared to the three months
ended March 31, 2023 was primarily due to step-downs in CP VII and CGIOF, and the impact of investment realizations in
funds on which management fees are based on invested capital.
The decrease in fee related performance revenues for the three months ended March 31, 2024 as compared to the three
months ended March 31, 2023 was due to CPI, which will fluctuate from quarter to quarter based on fund performance.
Cash-based compensation and benefits expense. Cash-based compensation and benefits expense decreased $39.4 million
for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due to a decrease
in cash bonuses as a result of the updates to our compensation program effective as of December 31, 2023, as well as a decrease
in headcount.
General, administrative and other indirect expenses. General, administrative and other indirect expenses decreased $18.5
million for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due to
the benefit of lower VAT expense in Asia during the three months ended March 31, 2024 as well as lower professional fees. We
expect general, administrative and other indirect expenses to increase in subsequent quarters.
Fee-earning AUM
Fee-earning AUM is presented below for each period together with the components of change during each respective
period.
As of March 31, | |||
2024 | 2023 | ||
Global Private Equity | (Dollars in millions) | ||
Components of Fee-earning AUM(1) | |||
Fee-earning AUM based on capital commitments | $51,370 | $55,763 | |
Fee-earning AUM based on invested capital | 42,627 | 42,004 | |
Fee-earning AUM based on net asset value | 7,110 | 6,324 | |
Fee-earning AUM based on lower of cost or fair value | 2,917 | 3,706 | |
Total Fee-earning AUM | $104,024 | $107,797 | |
Annualized Management Fee Rate(2) | 1.15% | 1.19% | |
(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.
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The table below provides the period to period rollforward of Fee-earning AUM.
Three Months Ended March 31, | |||
2024 | 2023 | ||
Global Private Equity | (Dollars in millions) | ||
Fee-earning AUM Rollforward | |||
Balance, Beginning of Period | $106,651 | $107,801 | |
Inflows(1) | 719 | 1,486 | |
Outflows (including realizations)(2) | (2,616) | (1,592) | |
Market Activity & Other(3) | (224) | (73) | |
Foreign Exchange(4) | (506) | 175 | |
Balance, End of Period | $104,024 | $107,797 | |
(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 $104.0 billion at March 31, 2024 decreased 3% from $106.7 billion at December 31, 2023, as
outflows of $2.6 billion, primarily in the NGP Energy, U.S. Buyout, and U.S. Real Estate funds, more than offset $0.7 billion of
inflows from investments in CPI and additional fee-paying capital raised in CRSEF II. Investment and distribution activity has
no impact for funds still in the original investment period where Fee-earning AUM is based on commitments.
Fee-earning AUM of $104.0 billion at March 31, 2024 decreased 4% from $107.8 billion at March 31, 2023, as outflows
of $8.9 billion driven by realizations in funds that charge fees on invested capital outpaced $6.1 billion of inflows primarily
from investments in CPI, the activation of fees in NGP XIII, and additional fee-paying capital raised in CRSEF II. The segment
annualized management fee rate decreased to 1.15% at March 31, 2024 from 1.19% at March 31, 2023, reflecting the impact of
fee stepdowns.
Total AUM
The table below provides the period to period rollforward of Total AUM.
Three Months Ended March 31, 2024 | |
(Dollars in millions) | |
Global Private Equity | |
Total AUM Rollforward | |
Balance, Beginning of Period | $161,308 |
Inflows(1) | 1,506 |
Outflows (including realizations)(2) | (3,174) |
Market Activity & Other(3) | 490 |
Foreign Exchange(4) | (940) |
Balance, End of Period | $159,190 |
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(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 $159.2 billion at March 31, 2024, a decrease of 1% from $161.3 billion at December 31, 2023, as
outflows of $3.2 billion, including realizations in the Asia Buyout, International Energy, and NGP Energy funds, outpaced
inflows of $1.5 billion, including new capital raised in Japan Buyout, and market appreciation. Market appreciation of $0.5
billion during the three months ended March 31, 2024 comprised immaterial offsetting movements across the portfolio.
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 March 31, 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.
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 tables reflect 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.
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(Amounts in millions) | TOTAL INVESTMENTS | REALIZED/PARTIALLY REALIZED INVESTMENTS(5) | ||||||||||||
As of March 31, 2024 | As of March 31, 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 | $7,836 | 53% | $681 | $8,849 | 1.2x | NM | NM | $— | n/a | n/a | n/a | ||
CP VII (May 2018 / Oct 2021) | $18,510 | $17,740 | 96% | $2,150 | $22,616 | 1.4x | 11% | 8% | $3 | $1,643 | 1.3x | 13% | ||
CP VI (May 2013 / May 2018) | $13,000 | $13,140 | 101% | $24,133 | $4,636 | 2.2x | 18% | 14% | $170 | $26,254 | 2.5x | 22% | ||
CP V (Jun 2007 / May 2013) | $13,720 | $13,238 | 96% | $28,102 | $803 | 2.2x | 18% | 14% | $56 | $28,149 | 2.3x | 20% | ||
CEP V (Oct 2018 / Sep 2024) | €6,416 | €5,545 | 86% | €1,446 | €6,020 | 1.3x | 14% | 8% | $11 | n/a | n/a | n/a | ||
CEP IV (Sep 2014 / Oct 2018) | €3,670 | €3,797 | 103% | €6,190 | €1,380 | 2.0x | 17% | 12% | $85 | €6,261 | 2.1x | 20% | ||
CEP III (Jul 2007 / Dec 2012) | €5,295 | €5,177 | 98% | €11,724 | €105 | 2.3x | 19% | 14% | $8 | €11,657 | 2.3x | 19% | ||
CAP V (Jun 2018 / Jun 2024) | $6,554 | $6,047 | 92% | $1,671 | $6,582 | 1.4x | 17% | 8% | $86 | $944 | 1.9x | 143% | ||
CAP IV (Jul 2013 / Jun 2018) | $3,880 | $4,146 | 107% | $7,678 | $995 | 2.1x | 18% | 13% | $61 | $7,587 | 2.9x | 25% | ||
CJP IV (Oct 2020 / Oct 2026) | ¥258,000 | ¥180,016 | 70% | ¥53,996 | ¥249,645 | 1.7x | 47% | 28% | $47 | ¥50,751 | 3.5x | 150% | ||
CJP III (Sep 2013 / Aug 2020) | ¥119,505 | ¥91,192 | 76% | ¥214,998 | ¥42,750 | 2.8x | 24% | 18% | $17 | ¥203,055 | 3.4x | 27% | ||
CGFSP III (Dec 2017 / Dec 2023) | $1,005 | $956 | 95% | $385 | $1,754 | 2.2x | 28% | 21% | $72 | $781 | 6.2x | 49% | ||
CGFSP II (Jun 2013 / Dec 2017) | $1,000 | $943 | 94% | $1,960 | $566 | 2.7x | 26% | 20% | $32 | $1,956 | 2.4x | 28% | ||
CP Growth (Oct 2021 / Oct 2027) | $1,283 | $472 | 37% | $— | $521 | 1.1x | NM | NM | $— | n/a | n/a | n/a | ||
CEOF II (Nov 2015 / Mar 2020) | $2,400 | $2,361 | 98% | $3,095 | $1,926 | 2.1x | 20% | 15% | $83 | $3,122 | 2.9x | 37% | ||
CETP V (Mar 2022 / Jun 2028) | €3,180 | €1,023 | 32% | €— | €1,030 | 1.0x | NM | NM | $— | n/a | n/a | n/a | ||
CETP IV (Jul 2019 / Jun 2022) | €1,350 | €1,186 | 88% | €915 | €1,660 | 2.2x | 36% | 26% | $64 | €892 | 5.9x | 91% | ||
CETP III (Jul 2014 / Jul 2019) | €657 | €602 | 92% | €1,278 | €808 | 3.5x | 42% | 29% | $50 | €1,290 | 3.4x | 46% | ||
CGP II (Dec 2020 / Jan 2025) | $1,840 | $984 | 53% | $39 | $1,183 | 1.2x | 11% | 6% | $7 | n/a | n/a | n/a | ||
CGP (Jan 2015 / Mar 2021) | $3,588 | $3,206 | 89% | $1,427 | $3,032 | 1.4x | 6% | 5% | $29 | $1,688 | 2.1x | 16% | ||
CAGP IV (Aug 2008 / Dec 2014) | $1,041 | $954 | 92% | $1,141 | $77 | 1.3x | 6% | 1% | $— | $1,131 | 1.3x | 7% | ||
CSABF (Dec 2009 / Dec 2016) | $776 | $773 | 100% | $541 | $298 | 1.1x | 1% | Neg | $— | $645 | 1.3x | 5% | ||
All Other Active Funds & Vehicles(10) | $20,573 | n/a | $17,109 | $15,754 | 1.6x | 21% | 14% | $27 | $16,939 | 2.1x | 29% | |||
Fully Realized Funds & Vehicles(11)(21) | $30,851 | n/a | $74,155 | $2 | 2.4x | 28% | 20% | $3 | $74,156 | 2.4x | 28% | |||
TOTAL CORPORATE PRIVATE EQUITY(13) | $144,710 | n/a | $189,299 | $83,400 | 1.9x | 25% | 17% | $909 | $188,360 | 2.4x | 26% | |||
Real Estate | ||||||||||||||
CRP IX (Oct 2021 / Oct 2026) | $7,987 | $3,924 | 49% | $32 | $4,169 | 1.1x | NM | NM | $— | $33 | 1.2x | NM | ||
CRP VIII (Aug 2017 / Oct 2021) | $5,505 | $5,213 | 95% | $4,778 | $4,173 | 1.7x | 38% | 23% | $108 | $4,803 | 2.1x | 54% | ||
CRP VII (Jun 2014 / Dec 2017) | $4,162 | $3,848 | 92% | $4,914 | $1,438 | 1.7x | 17% | 10% | $38 | $4,874 | 1.8x | 22% | ||
CRP VI (Mar 2011 / Jun 2014) | $2,340 | $2,180 | 93% | $3,792 | $154 | 1.8x | 27% | 18% | $3 | $3,711 | 1.9x | 29% | ||
CPI (May 2016 / n/a) | $7,647 | $7,991 | 104% | $2,533 | $7,714 | 1.3x | 13% | 11% | n/a* | $1,493 | 1.7x | 10% | ||
All Other Active Funds & Vehicles(14) | $3,074 | n/a | $1,241 | $2,881 | 1.3x | 9% | 7% | $6 | $868 | 1.7x | 20% | |||
Fully Realized Funds & Vehicles(15)(21) | $12,903 | n/a | $19,496 | $14 | 1.5x | 10% | 6% | $— | $19,509 | 1.5x | 10% | |||
TOTAL REAL ESTATE(13) | $39,133 | n/a | $36,786 | $20,543 | 1.5x | 12% | 8% | $155 | $35,290 | 1.7x | 13% | |||
Infrastructure & Natural Resources | ||||||||||||||
CIEP II (Apr 2019 / Apr 2025) | $2,286 | $1,008 | 44% | $707 | $961 | 1.7x | 31% | 13% | $27 | $644 | 2.7x | NM** | ||
CIEP I (Sep 2013 / Jun 2019) | $2,500 | $2,422 | 97% | $2,619 | $1,895 | 1.9x | 16% | 9% | $78 | $3,380 | 2.3x | 20% | ||
CPP II (Sep 2014 / Apr 2021) | $1,527 | $1,592 | 104% | $1,238 | $1,702 | 1.8x | 15% | 10% | $78 | $1,651 | 3.2x | 30% | ||
CGIOF (Dec 2018 / Sep 2023) | $2,201 | $1,849 | 84% | $451 | $2,426 | 1.6x | 22% | 12% | $54 | $299 | 1.6x | 20% | ||
CRSEF II (Nov 2022 / Aug 2027) | $1,125 | $322 | 29% | $— | $407 | 1.3x | NM | NM | $2 | n/a | n/a | n/a | ||
NGP XIII (Feb 2023 / Feb 2028) | $1,658 | $170 | 10% | $— | $186 | 1.1x | NM | NM | $— | n/a | n/a | n/a | ||
NGP XII (Jul 2017 / Jul 2022) | $4,304 | $3,053 | 71% | $3,695 | $2,638 | 2.1x | 22% | 16% | $39 | $3,569 | 3.5x | 41% | ||
NGP XI (Oct 2014 / Jul 2017) | $5,325 | $5,034 | 95% | $6,031 | $3,721 | 1.9x | 14% | 10% | $139 | $6,922 | 2.1x | 23% | ||
NGP X (Jan 2012 / Dec 2014) | $3,586 | $3,351 | 93% | $3,417 | $292 | 1.1x | 3% | Neg | $— | $3,261 | 1.2x | 5% | ||
All Other Active Funds & Vehicles(17) | $4,907 | n/a | $3,429 | $4,043 | 1.5x | 14% | 12% | $19 | $3,364 | 2.2x | 23% | |||
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) | $24,896 | n/a | $23,022 | $18,269 | 1.7x | 12% | 8% | $436 | $24,524 | 2.0x | 16% | |||
Legacy Energy Funds(16) | $16,741 | n/a | $23,998 | $34 | 1.4x | 12% | 6% | $(1) | $23,566 | 1.5x | 14% | |||
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*Net accrued fee related performance revenues for CPI of $2 million 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.
**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,
ABV 8 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 and Mexico.
(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.
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(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 March 31, 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.
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Global Credit
The following table presents our results of operations for our Global Credit segment:
Three Months Ended March 31, | Change | ||||||
2024 | 2023 | $ | % | ||||
(Dollars in millions) | |||||||
Segment Revenues | |||||||
Fund level fee revenues | |||||||
Fund management fees | $136.9 | $122.6 | $14.3 | 12% | |||
Portfolio advisory and transaction fees, net and other | 19.6 | 11.0 | 8.6 | 78% | |||
Fee related performance revenues | 24.2 | 18.4 | 5.8 | 32% | |||
Total fund level fee revenues | 180.7 | 152.0 | 28.7 | 19% | |||
Realized performance revenues | 0.6 | 27.7 | (27.1) | (98)% | |||
Realized principal investment income | 13.8 | 9.0 | 4.8 | 53% | |||
Interest income | 10.7 | 7.2 | 3.5 | 49% | |||
Total revenues | 205.8 | 195.9 | 9.9 | 5% | |||
Segment Expenses | |||||||
Compensation and benefits | |||||||
Cash-based compensation and benefits | 76.8 | 80.4 | (3.6) | (4)% | |||
Realized performance revenues related compensation | 0.3 | 12.7 | (12.4) | (98)% | |||
Total compensation and benefits | 77.1 | 93.1 | (16.0) | (17)% | |||
General, administrative, and other indirect expenses | 29.6 | 21.7 | 7.9 | 36% | |||
Depreciation and amortization expense | 3.1 | 2.0 | 1.1 | 55% | |||
Interest expense | 13.9 | 10.2 | 3.7 | 36% | |||
Total expenses | 123.7 | 127.0 | (3.3) | (3)% | |||
(=) Distributable Earnings | $82.1 | $68.9 | $13.2 | 19% | |||
(-) Realized Net Performance Revenues | 0.3 | 15.0 | (14.7) | (98)% | |||
(-) Realized Principal Investment Income | 13.8 | 9.0 | 4.8 | 53% | |||
(+) Net Interest | 3.2 | 3.0 | 0.2 | 7% | |||
(=) Fee Related Earnings | $71.2 | $47.9 | $23.3 | 49% | |||
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Distributable Earnings
Distributable Earnings increased $13.2 million for the three months ended March 31, 2024 as compared to the three
months ended March 31, 2023. The following table provides the components of the changes in Distributable Earnings for the
three months ended March 31, 2024:
Three Months Ended March 31, | |
2024 v. 2023 | |
(Dollars in millions) | |
Distributable Earnings, March 31, 2023 | $68.9 |
Increases (decreases): | |
Increase in fee related earnings | 23.3 |
Decrease in realized net performance revenues | (14.7) |
Increase in realized principal investment income | 4.8 |
Increase in net interest | (0.2) |
Total increase | 13.2 |
Distributable Earnings, March 31, 2024 | $82.1 |
Realized Net Performance Revenues. Realized net performance revenues decreased $14.7 million for the three months
ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due to a decrease in realized net
performance revenues generated by CCOF I and CSP II.
Realized Principal Investment Income. Realized principal investment income increased $4.8 million for the three months
ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily driven by higher realized principal
investment income from our U.S. CLOs and our business development companies.
Fee Related Earnings
Fee Related Earnings increased $23.3 million for the three months ended March 31, 2024 as compared to the three months
ended March 31, 2023. The following table provides the components of the changes in Fee Related Earnings for the three
months ended March 31, 2024:
Three Months Ended March 31, | |
2024 v. 2023 | |
(Dollars in millions) | |
Fee Related Earnings, March 31, 2023 | $47.9 |
Increases (decreases): | |
Increase in fee revenues | 28.7 |
Decrease in cash-based compensation and benefits | 3.6 |
Increase in general, administrative and other indirect expenses | (7.9) |
All other changes | (1.1) |
Total increase | 23.3 |
Fee Related Earnings, March 31, 2024 | $71.2 |
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Fee Revenues. Fee revenues increased $28.7 million for the three months ended March 31, 2024 as compared to the three
months ended March 31, 2023, due to the following:
Three Months Ended March 31, | |
2024 v. 2023 | |
(Dollars in millions) | |
Higher fund management fees | $14.3 |
Higher portfolio advisory and transaction fees, net and other | 8.6 |
Higher fee related performance revenues | 5.8 |
Total increase in fee revenues | $28.7 |
The increase in fund management fees for the three months ended March 31, 2024 as compared to the three months ended
March 31, 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 investment activity in CTAC and CCOF III.
The increase in portfolio advisory and transaction fees, net and other for the three months ended March 31, 2024 as
compared to the three months ended March 31, 2023 was primarily driven by an increase in transaction fees in Carlyle Global
Capital Markets. The recognition of transaction fees and capital markets fees can be volatile as they are primarily generated by
investment activity.
The increase in fee related performance revenues for the three months ended March 31, 2024 as compared to the three
months ended March 31, 2023 was due to higher fee related performance revenues from CTAC.
General, administrative and other indirect expenses. General, administrative and other indirect expenses increased $7.9
million for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due to
increases in professional fees, rent and other office expenses, and foreign exchange losses during the three months ended March
31, 2024.
Fee-earning AUM
Fee-earning AUM is presented below for each period together with the components of change during each respective
period.
As of March 31, | |||
2024 | 2023 | ||
Global Credit | (Dollars in millions) | ||
Components of Fee-earning AUM(1) | |||
Fee-earning AUM based on capital commitments | $2,369 | $6,100 | |
Fee-earning AUM based on invested capital | 17,361 | 14,263 | |
Fee-earning AUM based on collateral balances, at par | 48,072 | 46,268 | |
Fee-earning AUM based on net asset value | 2,110 | 1,960 | |
Fee-earning AUM based on fair value and other(2) | 83,516 | 56,709 | |
Total Fee-earning AUM | $153,428 | $125,300 | |
Annualized Management Fee Rate(3) | 0.35% | 0.40% | |
(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.
97
The table below provides the period to period rollforward of Fee-earning AUM.
Three Months Ended March 31, | |||
2024 | 2023 | ||
Global Credit | (Dollars in millions) | ||
Fee-earning AUM Rollforward | |||
Balance, Beginning of Period | $155,238 | $121,229 | |
Inflows(1) | 2,761 | 3,648 | |
Outflows (including realizations)(2) | (2,960) | (670) | |
Market Activity & Other(3) | (1,338) | 932 | |
Foreign Exchange(4) | (273) | 161 | |
Balance, End of Period | $153,428 | $125,300 | |
(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 three months ended March
31, 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.
Fee-earning AUM was $153.4 billion at March 31, 2024, a decrease of 1% from $155.2 billion at December 31, 2023, as
$3.0 billion of outflows, including the outflows from our liquid credit products and realizations in funds which charge fees on
invested capital, and negative market activity of $1.3 billion driven by a decrease in value of the assets covered by the strategic
advisory services agreement with Fortitude, exceeded inflows of $2.8 billion for the period. Inflows included the issuance of
our newest U.S. CLO and deployment in funds which charge fees on invested capital.
Fee-earning AUM was $153.4 billion at March 31, 2024, an increase of $28.1 billion, or approximately 22%, compared
to $125.3 billion at March 31, 2023, as inflows were only partially offset by outflows during the period. Inflows of $34.7 billion
were driven by $24 billion of closed reinsurance transactions at Fortitude, investment activity in our Opportunistic Credit and
Credit Strategic Solutions funds, and the closing of our six latest vintage U.S. CLOs. Outflows of $7.0 billion included
realizations in funds with fees tied to invested capital, outflows from our liquid credit products, and reductions for funds that are
no longer calling for management fees. The segment annualized management fee rate decreased to 0.35% at March 31, 2024
from 0.40% at March 31, 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.
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Total AUM
The table below provides the period to period rollforward of Total AUM.
Three Months Ended March 31, 2024 | |
(Dollars in millions) | |
Global Credit | |
Total AUM Rollforward | |
Balance, Beginning of Period | $187,826 |
Inflows(1) | 1,476 |
Outflows (including realizations)(2) | (2,364) |
Market Activity & Other(3) | (304) |
Foreign Exchange(4) | (283) |
Balance, End of Period | $186,351 |
(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 $186.4 billion at March 31, 2024, a decrease of 1% compared to $187.8 billion at December 31, 2023, as
outflows of $2.4 billion, primarily driven by outflows from our liquid credit products, more than offset $1.5 billion of inflows
including the issuance of our newest U.S. CLO, subscriptions in CTAC, and commitments in our Credit Strategic Solutions
products. Market activity of $(0.3) billion was driven by a decrease in value of the assets covered by the strategic advisory
services agreement with Fortitude, partially offset by increases in the fair value of CTAC and our Credit Strategic Solutions and
Opportunistic Credit funds.
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 carry funds in our Global Credit business. These tables separately present
carry funds that, as of the periods presented, had at least $1.0 billion in capital commitments, cumulative equity invested or total
equity value. Please see “—Our Global Investment Offerings” for a legend of the fund acronyms listed below.
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(Dollars in millions) | TOTAL INVESTMENTS | |||||||||
As of March 31, 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 / Jun 2028) | $2,273 | $1,040 | 46% | $51 | $1,091 | 1.1x | NM | NM | $— | |
CCOF II (Nov 2020 / Oct 2025) | $4,430 | $5,263 | 119% | $1,581 | $5,006 | 1.3x | 15% | 11% | $75 | |
CCOF I (Nov 2017 / Sep 2022) | $2,373 | $3,495 | 147% | $3,026 | $1,785 | 1.4x | 17% | 12% | $29 | |
CSP IV (Apr 2016 / Dec 2020) | $2,500 | $2,500 | 100% | $970 | $2,296 | 1.3x | 10% | 5% | $— | |
CSP III (Dec 2011 / Aug 2015) | $703 | $703 | 100% | $932 | $29 | 1.4x | 18% | 8% | $— | |
CEMOF II (Dec 2015 / Jun 2019) | $1,692 | $1,713 | 101% | $1,847 | $332 | 1.3x | 7% | 3% | $— | |
SASOF III (Nov 2014 / n/a) | $833 | $991 | 119% | $1,197 | $60 | 1.3x | 18% | 10% | $5 | |
All Other Active Funds & Vehicles(9) | $10,094 | n/a | $2,403 | $8,605 | 1.1x | 3% | 2% | $34 | ||
Fully Realized Funds & Vehicles(10)(13) | $6,625 | n/a | $8,190 | $— | 1.2x | 9% | 3% | $— | ||
TOTAL GLOBAL CREDIT CARRY FUNDS | $32,424 | n/a | $20,197 | $19,204 | 1.2x | 10% | 5% | $143 | ||
(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
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, CICF, CICF II, 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.
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(12)All amounts shown represent total capital commitments as of March 31, 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.
101
Global Investment Solutions
The following table presents our results of operations for our Global Investment Solutions segment:
Three Months Ended March 31, | Change | ||||||
2024 | 2023 | $ | % | ||||
(Dollars in millions) | |||||||
Segment Revenues | |||||||
Fund level fee revenues | |||||||
Fund management fees | $74.1 | $56.7 | $17.4 | 31% | |||
Fee related performance revenues | 1.2 | 0.8 | 0.4 | 50% | |||
Total fund level fee revenues | 75.3 | 57.5 | 17.8 | 31% | |||
Realized performance revenues | 23.4 | 38.4 | (15.0) | (39)% | |||
Realized principal investment income | 1.0 | 2.9 | (1.9) | (66)% | |||
Interest income | 1.8 | 1.3 | 0.5 | 38% | |||
Total revenues | 101.5 | 100.1 | 1.4 | 1% | |||
Segment Expenses | |||||||
Compensation and benefits | |||||||
Cash-based compensation and benefits | 28.2 | 31.5 | (3.3) | (10)% | |||
Realized performance revenues related compensation | 21.2 | 36.6 | (15.4) | (42)% | |||
Total compensation and benefits | 49.4 | 68.1 | (18.7) | (27)% | |||
General, administrative, and other indirect expenses | 11.5 | 8.7 | 2.8 | 32% | |||
Depreciation and amortization expense | 1.6 | 1.2 | 0.4 | 33% | |||
Interest expense | 2.9 | 2.2 | 0.7 | 32% | |||
Total expenses | 65.4 | 80.2 | (14.8) | (18)% | |||
(=) Distributable Earnings | $36.1 | $19.9 | $16.2 | 81% | |||
(-) Realized Net Performance Revenues | 2.2 | 1.8 | 0.4 | 22% | |||
(-) Realized Principal Investment Income | 1.0 | 2.9 | (1.9) | (66)% | |||
(+) Net Interest | 1.1 | 0.9 | 0.2 | 22% | |||
(=) Fee Related Earnings | $34.0 | $16.1 | $17.9 | 111% | |||
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Distributable Earnings
Distributable Earnings increased $16.2 million for the three months ended March 31, 2024 as compared to the three
months ended March 31, 2023. The following table provides the components of the changes in Distributable Earnings for the
three months ended March 31, 2024:
Three Months Ended March 31, | |
2024 v. 2023 | |
(Dollars in millions) | |
Distributable Earnings, March 31, 2023 | $19.9 |
Increases (decreases): | |
Increase in fee related earnings | 17.9 |
Increase in realized net performance revenues | 0.4 |
Decrease in realized principal investment income | (1.9) |
Increase in net interest | (0.2) |
Total increase | 16.2 |
Distributable Earnings, March 31, 2024 | $36.1 |
Realized Principal Investment Income. Realized principal investment income decreased $1.9 million for the three months
ended March 31, 2024 as compared to three months ended March 31, 2023, primarily due to lower realized gains on
investments in our secondary funds.
Fee Related Earnings
Fee Related Earnings increased $17.9 million for the three months ended March 31, 2024 as compared to the three
months ended March 31, 2023. The following table provides the components of the changes in Fee Related Earnings for the
three months ended March 31, 2024:
Three Months Ended March 31, | |
2024 v. 2023 | |
(Dollars in millions) | |
Fee Related Earnings, March 31, 2023 | $16.1 |
Increases (decreases): | |
Increase in fee revenues | 17.8 |
Decrease in cash-based compensation and benefits | 3.3 |
Increase in general, administrative and other indirect expenses | (2.8) |
All other changes | (0.4) |
Total increase | 17.9 |
Fee Related Earnings, March 31, 2024 | $34.0 |
Fee Revenues. Total fee revenues increased $17.8 million for the three months ended March 31, 2024 as compared to the
three months ended March 31, 2023, primarily driven by fund management fees from the activation of fees in our secondaries
and co-investment strategies during the third quarter of 2023.
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Fee-earning AUM
Fee-earning AUM is presented below for each period together with the components of change during each respective
period.
As of March 31, | |||
2024 | 2023 | ||
Global Investment Solutions | (Dollars in millions) | ||
Components of Fee-earning AUM(1) | |||
Fee-earning AUM based on capital commitments | $18,356 | $19,991 | |
Fee-earning AUM based on invested capital(2) | 8,674 | 4,966 | |
Fee-earning AUM based on net asset value | 10,917 | 4,126 | |
Fee-earning AUM based on lower of cost or fair market value | 8,826 | 9,178 | |
Total Fee-earning AUM | $46,773 | $38,261 | |
Annualized Management Fee Rate(3) | 0.61% | 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 March 31, | |||
2024 | 2023 | ||
Global Investment Solutions | (Dollars in millions) | ||
Fee-earning AUM Rollforward | |||
Balance, Beginning of Period | $45,529 | $37,547 | |
Inflows(1) | 2,184 | 1,144 | |
Outflows (including realizations)(2) | (735) | (591) | |
Market Activity & Other(3) | 215 | (174) | |
Foreign Exchange(4) | (420) | 335 | |
Balance, End of Period | $46,773 | $38,261 | |
(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 $46.8 billion at March 31, 2024, an increase of $1.3 billion, or approximately 3%, compared to
$45.5 billion at December 31, 2023, as inflows were partially offset by outflows. Inflows of $2.2 billion were primarily driven
by fee-paying capital raised in our secondaries and co-investment strategies and investment activity across all strategies.
Outflows of $0.7 billion were driven by realizations in our primary and secondaries funds that charge fees on invested capital.
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.
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Fee-earning AUM was $46.8 billion at March 31, 2024, an increase of $8.5 billion, or approximately 22%, compared to
$38.3 billion at March 31, 2023, as inflows more than outpaced outflows during the period. Inflows of $14.1 billion were
primarily driven by the activation of of fees and additional commitments raised in our secondaries and co-investment strategies
and investment activity across all strategies. Outflows of $5.9 billion were driven by realizations in our primary and secondaries
funds and step-downs in fee bases.
The table below provides the period to period rollforward of Total AUM.
Three Months Ended March 31, 2024 | |
(Dollars in millions) | |
Global Investment Solutions | |
Total AUM Rollforward | |
Balance, Beginning of Period | $76,860 |
Inflows(1) | 2,352 |
Outflows (including realizations)(2) | (2,031) |
Market Activity & Other(3) | 3,534 |
Foreign Exchange(4) | (791) |
Balance, End of Period | $79,924 |
(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 $79.9 billion at March 31, 2024, an increase of $3.0 billion, or approximately 4%, compared to $76.9
billion at December 31, 2023. The increase was driven by $3.5 billion of market appreciation and other activity and $2.4 billion
of inflows related to fundraising primarily in our secondaries and co-investment strategies. These increases were partially offset
by outflows of $2.0 billion from realizations predominantly in our primary and secondaries funds.
Fund Performance Metrics
Fund performance information for our Global Investment Solutions funds that have at least $1.0 billion in capital
commitments, cumulative equity invested or total value as of March 31, 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. 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. 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.
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The following tables reflect the performance of our significant funds in our Global Investment Solutions business.
(Amounts in millions) | TOTAL INVESTMENTS | |||||||||||
As of March 31, 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 and Portfolio Finance | ASF VIII | 2024 | $6,506 | $1,259 | $— | $1,843 | $1,843 | 1.5x | NM | NM | $25 | |
ASF VII | 2020 | $6,769 | $5,417 | $1,057 | $6,623 | $7,679 | 1.4x | 25% | 20% | $93 | ||
ASF VII - SMAs | 2020 | €2,016 | €1,635 | €371 | €2,017 | €2,388 | 1.5x | 24% | 21% | $33 | ||
ASF VI | 2017 | $3,333 | $3,147 | $2,960 | $1,985 | $4,945 | 1.6x | 17% | 14% | $58 | ||
ASF VI - SMAs | 2017 | €2,817 | €2,739 | €2,225 | €2,201 | €4,425 | 1.6x | 16% | 14% | $48 | ||
ASF V | 2012 | $756 | $655 | $1,007 | $195 | $1,202 | 1.8x | 19% | 15% | $8 | ||
ASF V - SMAs | 2012 | €3,916 | €4,137 | €6,989 | €792 | €7,780 | 1.9x | 21% | 20% | $15 | ||
SMAs 2009-2011 | 2010 | €1,859 | €2,029 | €3,459 | €70 | €3,529 | 1.7x | 19% | 18% | $— | ||
All Other Active Funds & Vehicles (9) | Various | $1,318 | $527 | $1,278 | $1,805 | 1.4x | 23% | 21% | $17 | |||
Fully Realized Funds & Vehicles | Various | €4,312 | €7,077 | €34 | €7,111 | 1.6x | 19% | 18% | $— | |||
Co-Investments | ACF IX | 2023 | $2,998 | $450 | $— | $450 | $450 | 1.0x | NM | NM | $— | |
ACF VIII | 2021 | $3,614 | $3,243 | $45 | $3,881 | $3,926 | 1.2x | 12% | 9% | $20 | ||
ACF VIII - SMAs | 2021 | $1,069 | $847 | $32 | $1,006 | $1,038 | 1.2x | 13% | 10% | $5 | ||
ACF VII | 2017 | $1,688 | $1,620 | $805 | $2,349 | $3,154 | 1.9x | 18% | 15% | $55 | ||
ACF VII - SMAs | 2017 | €1,452 | €1,441 | €594 | €2,009 | €2,602 | 1.8x | 17% | 15% | $45 | ||
SMAs 2014-2016 | 2014 | €1,274 | €1,128 | €2,172 | €792 | €2,964 | 2.6x | 25% | 23% | $14 | ||
SMAs 2012-2013 | 2012 | €1,124 | €1,074 | €2,778 | €280 | €3,058 | 2.8x | 28% | 26% | $2 | ||
SMAs 2009-2010 | 2010 | €1,475 | €1,397 | €3,597 | €567 | €4,164 | 3.0x | 23% | 22% | $— | ||
Strategic SMAs | Various | $3,662 | $1,186 | $4,863 | $6,048 | 1.7x | 19% | 17% | $58 | |||
All Other Active Funds & Vehicles (9) | Various | €477 | €594 | €138 | €733 | 1.5x | 16% | 14% | $2 | |||
Fully Realized Funds & Vehicles | Various | €5,814 | €9,993 | €1 | €9,994 | 1.7x | 14% | 12% | $— | |||
Primary Investments | SMAs 2021-2023 | 2021 | €4,374 | €784 | €25 | €874 | €899 | 1.1x | NM | NM | $— | |
SMAs 2018-2020 | 2018 | $3,101 | $2,074 | $337 | $2,603 | $2,941 | 1.4x | 18% | 16% | $2 | ||
SMAs 2015-2017 | 2015 | €2,501 | €2,466 | €2,192 | €2,701 | €4,894 | 2.0x | 22% | 21% | $10 | ||
SMAs 2012-2014 | 2012 | €5,080 | €6,000 | €8,823 | €4,451 | €13,274 | 2.2x | 18% | 18% | $16 | ||
SMAs 2009-2011 | 2009 | €4,877 | €5,800 | €10,350 | €2,252 | €12,602 | 2.2x | 17% | 17% | $1 | ||
SMAs 2006-2008 | 2005 | €11,500 | €13,623 | €22,166 | €1,552 | €23,717 | 1.7x | 10% | 10% | $— | ||
SMAs 2003-2005 | 2003 | €4,628 | €5,143 | €8,131 | €198 | €8,329 | 1.6x | 10% | 9% | $— | ||
All Other Active Funds & Vehicles (9) | Various | €1,856 | €1,792 | €317 | €2,108 | 1.1x | 3% | 2% | $— | |||
Fully Realized Funds & Vehicles | Various | €5,025 | €8,178 | €39 | €8,217 | 1.6x | 12% | 11% | $— | |||
TOTAL GLOBAL INVESTMENT SOLUTIONS (USD)(11) | $95,855 | $117,478 | $50,040 | $167,518 | 1.7x | 14% | 13% | $527 | ||||
(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 Fund; and (d) LP co-investment
vehicles managed by AlpInvest. As of March 31, 2024, these excluded portfolios amounted to approximately $6.4 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.
(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
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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 AlpInvest Atom Fund, all mezzanine investment portfolios, all ‘clean technology’ private equity investment
portfolios, all strategic portfolio finance portfolios, ASF VIII - SMAs, ACF IX - 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 $2 million of net accrued carry as of March 31, 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 has $1.0 billion of available capacity as of March 31, 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 $1.3 billion at March 31, 2024. However, a
portion of this cash is allocated for specific business purposes, including, but not limited to: (i) performance allocations and
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, is approximately $1.2 billion as of March 31, 2024. This remaining amount
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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 (6.43% at March 31,
2024). As of March 31, 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. In August 2023, certain subsidiaries
of the Company entered into an amendment to the Global Credit Revolving Credit Facility to increase the capacity of the
existing revolving line of credit from $250 million to $300 million (the “2027 Tranche Revolving Loans”) and extend the
maturity date to occur in September 2027. This amendment also provides for a new tranche of revolving loans with a capacity
of $200 million maturing in August 2024 (the “2024 Tranche Revolving Loans,” together with the 2027 Tranche Revolving
Loans, the “Global Credit Revolving Credit Facility”). The Company’s borrowing capacity is subject to the ability of the
financial institutions in the banking syndicate to fulfill their respective obligations under the 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%. The Company made no borrowings under the Global Credit
Revolving Credit Facility during the three months ended March 31, 2024 and there was no balance outstanding as of March 31,
2024.
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 were $408.1 million and $431.7 million at March 31, 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
March 31, 2024, $387.1 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
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.
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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 March 31, 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 | $3,547.7 | $(18.4) | $3,529.3 | ||
Global Credit | 381.6 | (25.6) | 356.0 | ||
Global Investment Solutions | 1,638.3 | — | 1,638.3 | ||
Total | $5,567.6 | $(44.0) | $5,523.6 | ||
Plus: Accrued performance allocations from NGP Carry Funds(2) | 488.4 | ||||
Less: Net accrued performance allocations presented as fee related performance revenues | (2.2) | ||||
Less: Accrued performance allocation-related compensation | (3,939.4) | ||||
Plus: Receivable for giveback obligations from current and former employees | 11.5 | ||||
Less: Deferred taxes on certain foreign accrued performance allocations | (25.5) | ||||
Less/Plus: Net accrued performance allocations/giveback obligations attributable to non-controlling interests in consolidated entities | 7.3 | ||||
Plus: Net accrued performance allocations attributable to Consolidated Funds, eliminated in consolidation | 10.2 | ||||
Net accrued performance revenues before timing differences | 2,073.9 | ||||
Less/Plus: Timing differences between the period when accrued performance allocations/giveback obligations are realized and the period they are collected/distributed(3) | 95.0 | ||||
Net accrued performance revenues attributable to The Carlyle Group Inc. | $2,168.9 | ||||
(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.
(3)Includes realized performance allocation-related compensation associated with our updated compensation program that has not yet
been paid.
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 March 31, 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 | Last Twelve Months | ||||||||
Q1 2023 | Q1 2024 | Q1 2023 | Q1 2024 | ||||||
Overall Carry Fund Appreciation/(Depreciation) | 2% | 2% | 7% | 7% | |||||
Global Private Equity(2): | $1,497.9 | ||||||||
Corporate Private Equity | 1% | —% | 3% | 4% | 908.8 | ||||
Real Estate | —% | 1% | 5% | —% | 154.6 | ||||
Infrastructure & Natural Resources | —% | 2% | 24% | 10% | 434.5 | ||||
Global Credit Carry Funds | 3% | 2% | 7% | 12% | 142.5 | ||||
Global Investment Solutions Carry Funds | 5% | 5% | 7% | 10% | 528.5 | ||||
Net Accrued Performance Revenues | $2,168.9 | ||||||||
(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
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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.
Investments as of March 31, 2024 consist of the following:
Investments in Carlyle Funds | Investments in NGP(1) | Total | |||
(Dollars in millions) | |||||
Investments, excluding performance allocations | $3,047.9 | $857.7 | $3,905.6 | ||
Less: Amounts attributable to non-controlling interests in consolidated entities | (221.7) | — | (221.7) | ||
Plus: Investments in Consolidated Funds, eliminated in consolidation | 201.3 | — | 201.3 | ||
Less: Strategic equity method investments in NGP Management | — | (369.3) | (369.3) | ||
Less: Investment in NGP general partners - accrued performance allocations | — | (488.4) | (488.4) | ||
Total investments attributable to The Carlyle Group Inc. | $3,027.5 | $— | $3,027.5 | ||
(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 March 31, 2024 can be further attributed as follows (Dollars in millions):
Investments in Carlyle Funds, excluding CLOs: | |
Global Private Equity funds(1) | $887.1 |
Global Credit funds(2) | 1,202.0 |
Global Investment Solutions funds | 251.7 |
Total investments in Carlyle Funds, excluding CLOs | 2,340.8 |
Investments in CLOs | 540.8 |
Other investments | 145.9 |
Total investments attributable to The Carlyle Group Inc. | 3,027.5 |
CLO loans and other borrowings collateralized by investments attributable to The Carlyle Group Inc.(3) | (387.1) |
Total investments attributable to The Carlyle Group Inc., net of CLO loans and other borrowings | $2,640.4 |
(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 has a carrying value of $709.3 million as
of March 31, 2024.
(3)Of the $404.2 million in total CLO borrowings as of March 31, 2024 and as disclosed in Note 6, Borrowings, to the condensed
consolidated financial statements, $387.1 million are collateralized by investments attributable to The Carlyle Group Inc. The
remaining $17.1 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;
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•fund capital expenditures;
•repay borrowings and related interest costs and expenses;
•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;
•make installment payments under the deferred obligation to former holders of Carlyle Holdings partnership units,
which were exchanged in the Conversion;
•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
$126.0 million, or $0.35 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 | $126.0 | May 14, 2024 | May 21, 2024 | |
Total | $0.35 | $126.0 | |||
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 three months ended March 31, 2024 totaled $126.7 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 three months ended March 31, 2023 totaled $118.4 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
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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
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 March 31, 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 $4.2 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 69% of the $4.2 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 March 31, 2024, there were no
outstanding commitments related to the origination and syndication of loans and securities under the Carlyle Global Capital
Markets platform.
Repurchase Program. During the three months ended March 31, 2024, we paid an aggregate of $130.6 million to
repurchase and retire approximately 2.9 million shares of common stock. In addition, during the three months ended March 31,
2024, we paid an aggregate of $19.4 million and retired 0.5 million shares of common stock to settle tax withholding
obligations in connection with net share settlements of equity-based awards, for a total of $150.0 million shares repurchased or
withheld in the quarter. As of March 31, 2024, $1.3 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.
Three Months Ended March 31, | |||
2024 | 2023 | ||
(Dollars in millions) | |||
Statements of Cash Flows Data | |||
Net cash provided by (used in) operating activities | $71.1 | $(112.5) | |
Net cash used in investing activities | (14.2) | (93.9) | |
Net cash used in financing activities | (216.7) | (136.5) | |
Effect of foreign exchange rate changes | (4.4) | 8.3 | |
Net change in cash, cash equivalents and restricted cash | $(164.2) | $(334.6) | |
Net cash provided by (used in) operating activities. Net cash provided by (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 (used in) operating activities during the three months ended March 31, 2024 and 2023, excluding
the activities of our Consolidated Funds, were $114.2 million and $(24.4) million, respectively. During the three months ended
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March 31, 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 $1.2 billion and $1.0 billion,
respectively. These inflows were offset by payments for compensation and general, administrative and other expenses of
approximately $1.0 billion and $0.9 billion for the three months ended March 31, 2024 and 2023, respectively. Additionally,
operating outflows during the three months ended March 31, 2023 included a $68.6 million payment relating to the Carlyle
Aviation Partners earn-out.
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 three months ended March 31, 2024,
investment proceeds were $102.1 million as compared to investment purchases of $145.1 million, which included a $115.1
million purchase price adjustment related to our investment in Fortitude. During the three months ended March 31, 2023,
investment proceeds were $78.6 million as compared to investment purchases of $18.5 million.
The net cash provided by operating activities for the three months ended March 31, 2024 and 2023 also reflects the
investment activity of our Consolidated Funds. For the three months ended March 31, 2024, purchases of investments by the
Consolidated Funds were $1.5 billion, while proceeds from the sales and settlements of investments by the Consolidated Funds
were $1.3 billion. For the three months ended March 31, 2023, purchases of investments by the Consolidated Funds were $0.4
billion, while proceeds from the sales and settlements of investments by the Consolidated Funds were $0.3 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 three months ended March 31, 2024, cash used in investing activities
principally reflects purchases of fixed assets of $14.2 million. For the three months ended March 31, 2023, cash used in
investing activities principally reflects purchases of corporate treasury investments of $101.1 million and purchases of fixed
assets $12.9 million, partially offset by proceeds from corporate treasury investments of $20.1 million.
Net cash used in financing activities. Net cash used in financing activities during the three months ended March 31, 2024
and 2023, excluding the activities of our Consolidated Funds, was $259.2 million and $222.1 million, respectively. During the
three months ended March 31, 2024 and 2023, we made no borrowings or repayments under the revolving credit facilities. 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 $126.7 million and $118.4 million for the three months ended March
31, 2024 and 2023, respectively. For the three months ended March 31, 2024 and 2023, we paid $150.0 million and $100.3
million, respectively, to repurchase and retire 3.3 million and 3.0 million shares, respectively, which included shares retired in
connection with the net share settlement of equity-based awards during the three months ended March 31, 2024.
The net borrowings (payments) on loans payable by our Consolidated Funds during the three months ended March 31,
2024 and 2023 were $45.3 million and $68.7 million, respectively. Contributions from non-controlling interest holders were
$64.7 million and $18.7 million for the three months ended March 31, 2024 and 2023, respectively, which relate primarily to
contributions from the non-controlling interest holders in Consolidated Funds. For the three months ended March 31, 2024 and
2023, distributions to non-controlling interest holders were $19.0 million and $9.9 million, respectively, which relate primarily
to distributions to the non-controlling interest holders in Consolidated Funds.
Our Balance Sheet
Total assets were $20.8 billion at March 31, 2024, a decrease of $0.3 billion compared to December 31, 2023, primarily
attributable to a decrease in Investments, including performance allocations of $0.5 billion and a decrease in Cash and cash
equivalents of $0.2 billion, partially offset by an increase in Investments in Consolidated Funds of $0.2 billion. The decrease in
Investments, including performance allocations was primarily due to a decrease in accrued performance allocations, reflecting
year-to-date realizations as well as performance allocation reversals in certain funds, which more than offset the impact of 2%
appreciation in our carry funds year-to-date. Refer to “—Cash Flows” for details on the decrease in Cash and cash equivalents.
Total liabilities were $15.1 billion at March 31, 2024, a decrease of $0.3 billion from December 31, 2023. The decrease
in liabilities was primarily attributable to a decrease in accrued compensation and benefits of $0.7 billion, partially offset by an
increase in Deferred revenue of $0.3 billion and an increase of $0.2 billion in Other liabilities of Consolidated Funds. The
decrease in Accrued compensation and benefits was primarily due to reversals of accrued compensation related to a decrease in
performance allocations, as well as payments of year-end bonuses. The increase in Deferred revenue was driven by the receipt
of management fees not yet recognized as revenue.
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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 March 31,
2024, our total assets without the effect of the Consolidated Funds were $13.3 billion, including cash and cash equivalents of
$1.3 billion and net accrued performance revenues of $2.2 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.
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Contractual Obligations
The following table sets forth information relating to our contractual obligations as of March 31, 2024 on a consolidated
basis and on a basis excluding the obligations of the Consolidated Funds:
Apr. 1, 2024 to Dec. 31, 2024 | 2025-2026 | 2027-2028 | Thereafter | Total | |||||
(Dollars in millions) | |||||||||
Debt obligations(1) | $— | $61.7 | $79.0 | $2,142.4 | $2,283.1 | ||||
Interest payable(2) | 87.9 | 220.3 | 205.8 | 1,637.5 | 2,151.5 | ||||
Other consideration(3) | 0.6 | 37.0 | 18.0 | — | 55.6 | ||||
Operating lease obligations(4) | 50.2 | 133.4 | 132.3 | 296.5 | 612.4 | ||||
Capital commitments to Carlyle funds(5) | 4,235.2 | — | — | — | 4,235.2 | ||||
Tax receivable agreement payments(6) | — | 12.1 | 11.2 | 52.9 | 76.2 | ||||
Loans payable of Consolidated Funds(7) | 283.9 | 753.6 | 754.7 | 7,969.2 | 9,761.4 | ||||
Unfunded commitments of the CLOs(8) | 3.6 | — | — | — | 3.6 | ||||
Consolidated contractual obligations | 4,661.4 | 1,218.1 | 1,201.0 | 12,098.5 | 19,179.0 | ||||
Loans payable of Consolidated Funds(7) | (283.9) | (753.6) | (754.7) | (7,969.2) | (9,761.4) | ||||
Capital commitments to Carlyle funds(5) | (3,555.9) | — | — | — | (3,555.9) | ||||
Unfunded commitments of the CLOs(8) | (3.6) | — | — | — | (3.6) | ||||
Carlyle Operating Entities contractual obligations | $818.0 | $464.5 | $446.3 | $4,129.3 | $5,858.1 | ||||
(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 March 31, 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 5.27% to
12.05% 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 $4.2 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.
(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 March 31, 2024, at spreads to market rates
pursuant to the debt agreements, and range from 1.15% to 14.18%.
(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 $42.7 million at March 31, 2024 as we are
unable to estimate when such amounts may be paid.
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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 2023 through 2028, which is the
maximum amount that could be paid as of March 31, 2024. There are no material amounts recognized on the balance sheet
related to these contingent cash obligations as of March 31, 2024.
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 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
March 31, 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 9, Related Party Transactions, to the consolidated financial statements included
in this Annual Report on Form 10-K 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.
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Carlyle Common Stock
A rollforward of our common stock outstanding for the three months ended March 31, 2024 is as follows:
Three Months Ended March 31, | |
2024 | |
Balance, beginning of period | 361,326,172 |
Shares issued | 787,568 |
Shares repurchased/retired | (2,853,602) |
Balance, end of period | 359,260,138 |
Shares of The Carlyle Group Inc. common stock issued during the period from December 31, 2023 through March 31,
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 March 31, 2024 do not include shares retired as part of the net share settlement of equity-
based awards.
The total shares as of March 31, 2024 as shown above exclude approximately 0.6 million net common shares in
connection with the vesting of restricted stock units subsequent to March 31, 2024 that will participate in the common
shareholder dividend that will be paid on May 21, 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 three months ended March 31, 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
118
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 March 31, 2024 that have materially affected, or that are reasonably
likely to materially affect, our internal control over financial reporting.
119
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 March 31, 2024 for the
periods indicated. During the three months ended March 31, 2024, 2.9 million shares were repurchased. In addition, 0.5 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) | ||||
January 1, 2024 to January 31, 2024 (1) | — | $— | — | $396.8 |
February 1, 2024 to February 29, 2024 (1)(2) | 1,024,995 | $44.49 | 1,024,995 | $1,354.4 |
March 1, 2024 to March 31, 2024 (1)(2) | 1,828,607 | $46.48 | 1,828,607 | $1,269.4 |
Total | 2,853,602 | 2,853,602 | ||
(1)On October 28, 2021, we announced that the Board of Directors of the Company authorized the repurchase of up to $400 million of
common stock in the aggregate, effective January 1, 2022. In February 2023, the Board of Directors replenished the repurchase
program and expanded the limit to $500 million of common stock in the aggregate, effective 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 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 $1,256.9 million as of March 31, 2024 when factoring in the net share settlement of
equity-based awards subsequent to February 6, 2024.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
120
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*+ | |
10.2*+ | |
10.3*+ | |
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 March 31, 2024, formatted in Inline XBRL (included within the Exhibit 101 attachments). |
* | Filed herewith. |
** | Furnished herewith. |
+ | Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate. |
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.
122
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: May 7, 2024 | By: | /s/ John C. Redett | ||
Name: | John C. Redett | |||
Title: | Chief Financial Officer | |||
(Principal Financial Officer and Authorized Officer) | ||||
123
The Carlyle Group Inc. Amended and Restated
2012 Equity Incentive Plan
Form of Global Restricted Stock Unit Agreement
Participant: | Date of Grant: |
Number of RSUs: |
1.Grant of RSUs. The Carlyle Group Inc. (the “Company”) hereby grants the
number of restricted stock units (the “RSUs”) listed above to the Participant (the “Award”),
effective as of [___] (the “Date of Grant”), on the terms and conditions hereinafter set forth in
this agreement including any Appendix hereto, which includes any applicable country-specific
provisions (collectively, the “Award Agreement”). This grant is made pursuant to the terms of
The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (as amended,
modified or supplemented from time to time, the “Plan”), which is incorporated herein by
reference and made a part of this Award Agreement. Each RSU represents the unfunded,
unsecured right of the Participant to receive a Share on the delivery date(s) specified in Section 4
hereof.
2.Definitions. Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan.
(a)“Cause” shall mean the determination by the Administrator in its sole
discretion that the Participant has (i) engaged in gross negligence or willful misconduct
in the performance of the Participant’s duties, (ii) willfully engaged in conduct that the
Participant knows or, based on facts known to the Participant, should know is materially
injurious to the Company or any of its Affiliates, (iii) materially breached any material
provision of the Participant’s employment agreement or offer letter with the Company or
its Affiliates, (iv) breached any Restrictive Covenant Agreement or any other restrictive
covenant obligation owed by the Participant to the Company or any of its Affiliates,
including, but not limited to, any restrictions relating to the Participant’s non-
competition, non-solicitation, non-disparagement and/or non-disclosure of confidential or
proprietary information, (v) engaged in fraud or other conduct in bad faith that
contributed to a financial restatement or irregularity, (vi) been convicted of, or entered a
plea bargain or settlement admitting guilt for, fraud, embezzlement, or any other felony
under the laws of the United States or of any state or the District of Columbia or any
other country or any jurisdiction of any other country (but specifically excluding felonies
involving a traffic violation), (vii) been the subject of any order, judicial or
administrative, obtained or issued by the U.S. Securities and Exchange Commission
(“SEC”) or similar agency or tribunal of any country, for any securities violation
involving insider trading, fraud, misappropriation, dishonesty or willful misconduct
(including, for example, any such order consented to by the Participant in which findings
of facts or any legal conclusions establishing liability are neither admitted nor denied), or
(viii) discussed the Company’s (or its Affiliates’) fundraising efforts, or the name of any
Exhibit 10.1
fund vehicle that has not had a final closing of commitments, to any reporter or
representative of any press or other public media.
(b)“Detrimental Activity” shall mean any of the following: (i) a termination of the
Participant’s Service for Cause or the Participant engaging in any activity that would be
grounds to terminate the Participant’s Service for Cause (whether or not any termination
of the Participant’s Service occurs); or (ii) a breach of any Restrictive Covenant
Agreement or any other restrictive covenant obligation owed by the Participant to the
Company or any of its Affiliates, including, but not limited to, any restrictions relating to
the Participant’s non-competition, non-solicitation, non-disparagement and/or non-
disclosure of confidential or proprietary information.
(c) “Qualifying Event” shall mean, during the Participant’s Services with the
Company and its Affiliates, the Participant’s death or Disability.
(d)“Restrictive Covenant Agreement” shall mean any agreement (including,
without limitation, this Award Agreement), and any attachments or schedules thereto,
entered into by and between the Participant and the Company or its Affiliates, pursuant to
which the Participant has agreed, among other things, to certain restrictions relating to
non-competition (if applicable), non-solicitation, non-disparagement and/or non-
disclosure of confidential or proprietary information, in order to protect the business of
the Company and its Affiliates.
(e) “Vested RSUs” shall mean those RSUs which have become vested pursuant to
Section 3 or otherwise pursuant to the Plan or this Award Agreement.
(f)“Vesting Dates” shall mean each of the vesting dates set forth in Section 4(a)
hereof.
3.Vesting.
(a)Vesting – General. Subject to the Participant’s continued Services with the
Company and its Affiliates, the Award shall vest on the applicable Vesting Dates as
follows:
(i) The RSUs granted hereunder shall vest in installments on each
Vesting Date as set forth in Section 4(a) hereof.
(b)Vesting – Death or Disability. Upon the occurrence of a Qualifying Event,
100% of the RSUs granted hereunder shall vest (to the extent not previously vested) upon
the date of such Qualifying Event.
(c)Vesting – Terminations. Except as otherwise set forth in Sections 3(b) or 5, in
the event the Participant’s Services with the Company and its Affiliates are terminated
for any reason, the portion of the Award that has not yet vested pursuant to Sections 3 or
5 hereof (or otherwise pursuant to the Plan) shall be canceled immediately and the
2
Participant shall automatically forfeit all rights with respect to such portion of the Award
as of the date of such termination. For purposes of this provision, the effective date of
termination of the Participant’s Services will be determined in accordance with Section
8(k) hereof.
4.Vesting and Delivery Dates.
(a)Delivery – General. The Company shall, on or within 30 days following a
Vesting Date, deliver (or cause delivery to be made) to the Participant the Shares
underlying the RSUs that vest and become Vested RSUs on such Vesting Date. The
general vesting and delivery terms with respect to the RSUs are set forth in the table
below.
Vesting Dates | Annual Vesting / Delivery | Cumulative Vesting / Delivery |
(b)Delivery – Death or Disability. Upon the occurrence of a Qualifying Event,
the Company shall, within 30 days following the date of such event, deliver (or cause
delivery of) Shares to the Participant in respect of 100% of the RSUs which vest and
become Vested RSUs on such date.
(c)Delivery – Terminations. Except as otherwise set forth in Sections 4(b) or
4(d), in the event the Participant’s Services with the Company and its Affiliates are
terminated for any reason, the Company shall within 30 days following the date of such
termination, deliver (or cause delivery of) Shares to the Participant in respect of any then
outstanding Vested RSUs.
(d)Forfeiture; Clawback. It is a condition of being granted the RSUs hereunder
and receiving the underlying Shares upon satisfaction of the vesting conditions set forth
herein that the Participant not engage in any Detrimental Activity. Notwithstanding
anything to the contrary herein, if the Administrator determines in its sole discretion that
the Participant has engaged in Detrimental Activity (i) all outstanding RSUs (whether or
not vested) shall immediately terminate and be forfeited without consideration upon the
date of such determination and no further Shares with respect of the Award shall be
delivered to the Participant or to the Participant’s legal representative, beneficiaries or
heirs, (ii) to the extent permitted under applicable law, any Shares that have previously
been delivered to the Participant or the Participant’s legal representative, beneficiaries or
heirs pursuant to the Award and which are still held by the Participant or the Participant’s
legal representative, or beneficiaries or heirs as of the date of such determination by the
Administrator shall also immediately terminate and be forfeited without consideration
and (iii) the Administrator may require that the Participant forfeit any proceeds realized
3
within the one (1) year period preceding the date of such determination on the disposition
of any Shares received in settlement of the Award, and repay such proceeds to the
Company within thirty (30) days following the Company’s demand therefor. Without
limiting the foregoing, the Award and all Shares issued in respect thereof shall be subject
to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply
with applicable law and/or the Company’s clawback and recoupment policies as in effect
from time to time.
5.Change in Control. Notwithstanding anything to the contrary herein, in the event
of the Participant’s involuntary termination of Service by the Company without Cause that
occurs within twelve (12) months following a Change in Control, 100% of the RSUs granted
hereunder which then remain outstanding shall vest (to the extent not previously vested) upon the
date of such termination of Service and the Shares underlying such Vested RSUs shall be
delivered in accordance with Section 4(c), subject to any required delay pursuant to Section 17 of
the Plan.
6.Dividend Equivalent RSUs. With respect to any cash dividend paid by the
Company with respect to Shares for which the record date occurs while the Award remains
outstanding and that occurs on or after the beginning of the first calendar quarter commencing
after the Date of Grant, on the payment date of such dividend the number of RSUs then
underlying the Award shall be increased by a number of additional dividend equivalent RSUs
equal to the quotient (rounded down to the nearest whole number of RSUs) of (a) the product of
(i) the dollar amount of the cash dividend paid per Share on such date, multiplied by (ii) the
number of RSUs that remain outstanding and subject to the Award as of such date, divided by (b)
the closing price of a Share on The Nasdaq Global Select Market on such date. Any such
additional dividend equivalents shall be subject to the same terms and conditions, and shall be
earned and vested, and be settled or forfeited, in the same manner and at the same time, as the
RSUs with respect to which they have been credited.
7.Adjustments Upon Certain Events. The Administrator shall make certain
substitutions or adjustments to any RSUs subject to this Award Agreement pursuant to Section 9
of the Plan.
8.Nature of Grant. In accepting the grant, the Participant acknowledges,
understands, and agrees that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company, at any time,
to the extent permitted by the Plan;
(b) the grant of the RSUs is exceptional, voluntary and occasional and does not
create any contractual or other right to receive future grants of RSUs, or benefits in lieu
of RSUs, even if RSUs have been granted in the past;
(c) all decisions with respect to future RSUs or other grants, if any, will be at the
sole discretion of the Company;
4
(d) the granting of the RSUs evidenced by this Award Agreement shall impose no
obligation on the Company or any Affiliate to continue the Services of the Participant
and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the
Services of such Participant;
(e) the Participant is voluntarily participating in the Plan;
(f) the RSUs and the Shares subject to the RSUs, and the income from and value
of same, are not intended to replace any pension rights or compensation;
(g)the RSUs and the Shares subject to the RSUs, and the income from and value
of same, are not part of normal or expected compensation for purposes of calculating any
severance, resignation, termination, redundancy, dismissal, end-of-service payments,
holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or
similar payments;
(h)the RSUs should in no event be considered as compensation for, or relating in
any way to, past services for the Company, the Employer (as defined in Section 15 of this
Award Agreement) or any Affiliate or predecessor;
(i)unless otherwise agreed with the Company, the RSUs and the Shares subject to
the RSUs, and the income from and value of same, are not granted as consideration for,
or in connection with, the Services Participant may provide as a director of an Affiliate;
(j)the future value of the underlying Shares is unknown, indeterminable and
cannot be predicted with certainty;
(k)in the event of termination of the Participant’s Services for any reason, except
as set forth in Sections 3(b), 4(b) or 5 (whether or not later to be found invalid or in
breach of employment laws in the jurisdiction where the Participant is employed or the
terms of the Participant’s employment agreement, if any), unless otherwise determined
by the Company, the Participant’s right to vest in the RSUs under the Plan, if any, will
terminate effective as of the date that the Participant is no longer actively providing
Services and will not be extended by any notice period (e.g., active Services would not
include any contractual notice period or any period of “garden leave” or similar period
mandated under employment laws in the jurisdiction where the Participant is employed,
or the terms of the Participant’s employment agreement, if any); the Administrator shall
have the exclusive discretion to determine when the Participant is no longer actively
providing Services for purposes of the RSUs grant (including whether the Participant
may still be considered to be providing Services while on an approved leave of absence);
and
(l) in addition to the provisions above in this Section 8, the following provisions
apply if the Participant is providing Services outside the United States:
5
(i) no claim or entitlement to compensation or damages shall arise
from forfeiture of the RSUs resulting from termination of the Participant’s
Services as set forth in Section 3(c), 4(c) or 4(d) above for any reason (whether or
not later found to be invalid or in breach of employment laws in the jurisdiction
where the Participant is employed or the terms of the Participant’s employment
agreement, if any), and in consideration of the grant of the RSUs, the Participant
agrees not to institute any claim against the Company or any Affiliate;
(ii) the RSUs and the Shares subject to the RSUs are not part of
normal or expected compensation or salary for any purpose; and
(iii) neither the Company nor any Affiliate shall be liable for any
foreign exchange rate fluctuation between the Participant’s local currency and the
United States Dollar that may affect the value of the RSUs or of any amounts due
to the Participant pursuant to the settlement of the RSUs or the subsequent sale of
any Shares acquired upon settlement.
9.No Advice Regarding Grant. The Company is not providing any tax, legal or
financial advice, nor is the Company making any recommendations regarding the Participant’s
participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The
Participant should consult with his or her own personal tax, legal and financial advisors
regarding his or her participation in the Plan before taking any action related to the Plan.
10.Data Privacy Information and Consent. The Company is located at 1001
Pennsylvania Avenue, NW, Washington, DC 20004 U.S.A. and grants employees of the
Company and its Affiliates RSUs, at the Company’s sole discretion. If the Participant would
like to participate in the Plan, please review the following information about the Company’s
data processing practices and declare the Participant’s consent.
(a)Data Collection and Usage: The Company collects, processes and uses
personal data of Participants, including name, home address and telephone number,
date of birth, social insurance number or other identification number, salary,
citizenship, job title, any Shares or directorships held in the Company, and details of
all RSUs, canceled, vested, or outstanding in the Participant’s favor, which the
Company receives from the Participant or the Employer. If the Company offers the
Participant a grant of RSUs under the Plan, then the Company will collect the
Participant’s personal data for purposes of allocating Shares and implementing,
administering and managing the Plan. The Company’s legal basis for the processing
of the Participant’s personal data would be his or her consent.
(b)Stock Plan Administration Service Providers: The Company transfers
participant data to Morgan Stanley, an independent service provider based in the
United States, which assists the Company with the implementation, administration and
management of the Plan. In the future, the Company may select a different service
provider and share the Participant’s data with another company that serves in a
similar manner. The Company’s service provider will open an account for the
6
Participant to receive and trade Shares. The Participant will be asked to agree on
separate terms and data processing practices with the service provider, which is a
condition to the Participant’s ability to participate in the Plan.
(c) International Data Transfers: The Company and its service providers are
based in the United States. If the Participant is outside the United States, the
Participant should note that his or her country has enacted data privacy laws that are
different from the United States. The Company’s legal basis for the transfer of the
Participant’s personal data is his or her consent.
(d) Data Retention: The Company will use the Participant’s personal data only
as long as is necessary to implement, administer and manage the Participant’s
participation in the Plan or as required to comply with legal or regulatory obligations,
including under tax and security laws.
(e)Voluntariness and Consequences of Consent Denial or Withdrawal: The
Participant’s participation in the Plan and the Participant’s grant of consent is purely
voluntary. The Participant may deny or withdraw his or her consent at any time. If
the Participant does not consent, or if the Participant withdraws his or her consent, the
Participant cannot participate in the Plan. This would not affect the Participant’s
salary as an employee or his or her career; the Participant would merely forfeit the
opportunities associated with the Plan.
(f)Data Subject Rights: The Participant has a number of rights under data
privacy laws in his or her country. Depending on where the Participant is based, the
Participant’s rights may include the right to (i) request access or copies of personal
data of the Company processes, (ii) rectification of incorrect data, (iii) deletion of data,
(iv) restrictions on processing, (v) portability of data, (vi) lodge complaints with
competent authorities in the Participant’s country, and/or (vii) a list with the names
and address of any potential recipients of the Participant’s data. To receive
clarification regarding the Participant’s rights or to exercise the Participant’s rights
please contact the Company at The Carlyle Group Inc., 1001 Pennsylvania Avenue,
NW, Washington, DC 20004 U.S.A., Attention: Equity Management.
If the Participant agrees with the data processing practices as described in this notice, please
declare the Participant’s consent by clicking the “Accept Award” button on the Morgan
Stanley award acceptance page or signing below.
11.No Rights of a Holder of Shares. Except as otherwise provided herein, the
Participant shall not have any rights as a holder of Shares until such Shares have been issued or
transferred to the Participant.
12.Restrictions. Any Shares issued or transferred to the Participant or to the
Participant’s beneficiary pursuant to Section 4 of this Award Agreement (including, without
limitation, following the Participant’s death or Disability) shall be subject to such stop transfer
orders and other restrictions as the Administrator may deem advisable under the Plan or the
7
rules, regulations, and other requirements of the SEC, any stock exchange upon which such
Shares are listed and any applicable U.S. or non-U.S. federal, state or local laws, and the
Administrator may cause a notation or notations to be put entered into the books and records of
the Company to make appropriate reference to such restrictions. Without limiting the generality
of the forgoing, a Participant’s ability to sell or transfer the Shares shall be subject to such
trading policies or limitations as the Administrator may, in its sole discretion, impose from time
to time on current or former senior professionals, employees, consultants, directors, members,
partners or other service providers of the Company or of any of its Affiliates.
13.Transferability. Unless otherwise determined or approved by the Administrator,
no RSUs may be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by the Participant other than by will or by the laws of descent and distribution, and
any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not
permitted by this Section 13 shall be void and unenforceable against the Company or any
Affiliate.
14.Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have been duly given
upon receipt) by delivery in person, by courier service, by fax, or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the following addresses (or
at such other address for a party as shall be specified in a notice given in accordance with this
Section 14):
(a) If to the Company, to:
The Carlyle Group Inc.
1001 Pennsylvania Avenue, NW
Washington, DC 20004
Attention: General Counsel
Fax: (202) 315-3678
(b) If to the Participant, to the address appearing in the personnel
records of the Company or any Affiliate.
15.Withholding. The Participant acknowledges that he or she may be required to
pay to the Company or, if different, an Affiliate that employs the Participant (the “Employer”),
and that the Company, the Employer, or any Affiliate shall have the right and are hereby
authorized to withhold from any compensation or other amount owing to the Participant,
applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or
other tax-related items (including taxes that are imposed on the Company or the Employer as a
result of the Participant’s participation in the Plan but are deemed by the Company or the
Employer to be an appropriate charge to the Participant) (collectively, “Tax-Related Items”),
with respect to any issuance, transfer, or other taxable event under this Award Agreement or
under the Plan and to take such action as may be necessary in the opinion of the Company to
satisfy all obligations for the payment of such Tax-Related Items. The Participant further
acknowledges that the Company and/or the Employer (i) make no representations or
8
undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of
the RSUs, including, but not limited to the grant or vesting of the RSUs and the subsequent sale
of Shares acquired upon settlement of the Vested RSUs; and (ii) do not commit to and are under
no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate
the Participant’s liability for Tax-Related Items or achieve a particular tax result. Further, if the
Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant
acknowledges that the Company and/or the Employer (or former employer, as applicable) may
be required to withhold or account for Tax-Related Items in more than one jurisdiction. Without
limiting the foregoing, the Administrator may, from time to time, permit the Participant to make
arrangements prior to any Vesting Date described herein to pay the applicable Tax-Related Items
in a manner prescribed by the Administrator prior to the applicable Vesting Date; provided that,
unless otherwise determined by the Administrator, any such payment or estimate must be
received by the Company prior to an applicable Vesting Date. Additionally, the Participant
authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-
Related Items by (i) withholding from proceeds of the sale of Shares acquired upon settlement of
the Vested RSUs either through a voluntary sale or through a mandatory sale arranged by the
Company (on the Participant’s behalf pursuant to this authorization) or (ii) using a net settlement
method whereby the number of Shares that would otherwise be delivered to the Participant upon
the settlement of Vested RSUs shall be reduced by a number of Shares having a fair market value
necessary to satisfy such obligations. Depending on the withholding method, the Company and/
or the Employer may withhold or account for the Tax-Related Items by considering minimum
statutory withholding amounts or other applicable withholding rates in the Participant’s
jurisdiction(s), including maximum applicable rates. In the event of overwithholding, the
Participant may receive a refund of any over-withheld amount in cash through the Employer’s
normal payroll process (with no entitlement to the equivalent in Shares), or if not refunded, the
Participant may seek a refund from the applicable tax authorities. In the event of under-
withholding, the Participant may be required to pay additional Tax-Related Items directly to the
applicable tax authorities or to the Company and/or the Employer. The Participant acknowledges
that, regardless of any action taken by the Company, the Employer, or any Affiliate the ultimate
liability for all Tax-Related Items, is and remains the Participant’s responsibility and may exceed
the amount, if any, actually withheld by the Company or the Employer. The Company may
refuse to issue or deliver the Shares or the proceeds from the sale of Shares, if the Participant
fails to comply with his or her obligations in connection with the Tax-Related Items.
16.Choice of Law; Venue. The interpretation, performance and enforcement of this
Award Agreement shall be governed by the law of the State of New York without regard to its
conflict of law provisions. Any and all disputes, controversies or issues arising out of,
concerning or relating to this Award, this Award Agreement or the relationship between the
parties evidenced by the Award Agreement, including, without limitation, disputes, controversies
or issues arising out of, concerning or relating to the construction, interpretation, breach or
enforcement of this Award Agreement, shall be brought exclusively in the courts in the State of
New York, City and County of New York, including the Federal Courts located therein (should
Federal jurisdiction exist). Each of the parties hereby expressly represents and agrees that it/he/
she is subject to the personal jurisdiction of said courts, irrevocably consents to the personal
jurisdiction of such courts; and waives to the fullest extent permitted by law any objection which
9
it/he/she may now or hereafter have that the laying of the venue of any legal lawsuit or
proceeding related to such dispute, controversy or issue that is brought in any such court is
improper or that such lawsuit or proceeding has been brought in an inconvenient forum.
17.WAIVER OF RIGHT TO JURY TRIAL. AS SPECIFICALLY BARGAINED
FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS
AWARD AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH
COUNSEL OF ITS/HIS/HER CHOICE), EACH PARTY EXPRESSLY WAIVES THE RIGHT
TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING ARISING OUT OF,
CONCERNING OR RELATING TO THIS AWARD, THIS AWARD AGREEMENT, THE
RELATIONSHIP BETWEEN THE PARTIES EVIDENCED BY THIS AWARD
AGREEMENT AND/OR THE MATTERS CONTEMPLATED THEREBY.
18.Subject to Plan. By entering into this Award Agreement, the Participant agrees
and acknowledges that the Participant has received and read a copy of the Plan. All RSUs and
Shares issued or transferred with respect thereof are subject to the Plan. In the event of a conflict
between any term or provision contained herein and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and prevail.
19.Entire Agreement. This Award Agreement contains the entire understanding
between the parties with respect to the RSUs granted hereunder (including, without limitation,
the vesting and delivery schedules and other terms described herein and in each Appendix
attached hereto), and hereby replaces and supersedes any prior communication and arrangements
between the Participant and the Company or any of its Affiliates with respect to the matters set
forth herein and any other pre-existing economic or other arrangements between the Participant
and the Company or any of its Affiliates, unless otherwise explicitly provided for in any other
agreement that the Participant has entered into with the Company or any of its Affiliates and that
is set forth on Schedule A hereto. Unless set forth on Schedule A hereto, no such other
agreement entered into prior to the Date of Grant shall have any effect on the terms of this
Award Agreement.
20.Modifications. Notwithstanding any provision of this Award Agreement to the
contrary, the Company reserves the right to modify the terms and conditions of this Award
Agreement, including, without limitation, the timing or circumstances of the issuance or transfer
of Shares to the Participant hereunder, to the extent such modification is determined by the
Company to be necessary to comply with applicable law or preserve the intended deferral of
income recognition with respect to the RSUs until the issuance or transfer of Shares hereunder.
21.Signature in Counterparts; Electronic Acceptance. This Award Agreement may
be signed in counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. Alternatively, this Award
Agreement may be granted to and accepted by the Participant electronically (including, without
limitation, via DocuSign or through the Morgan Stanley website).
22.Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to current or future participation in the Plan by electronic means. The
10
Participant hereby consents to receive such documents by electronic delivery and agrees to
participate in the Plan through an on-line or electronic system established and maintained by the
Company or a third party designated by the Company.
23.Compliance with Law. Notwithstanding any other provision of this Award
Agreement, unless there is an available exemption from any registration, qualification or other
legal requirement applicable to the Shares, the Company shall not be required to deliver any
Shares issuable upon settlement of the RSUs prior to the completion of any registration or
qualification of the Shares under any local, state, federal or foreign securities or exchange control
law or under rulings or regulations of the SEC or of any other governmental regulatory body, or
prior to obtaining any approval or other clearance from any local, state, federal or foreign
governmental agency, which registration, qualification or approval the Company shall, in its
absolute discretion, deem necessary or advisable. The Participant understands that the Company
is under no obligation to register or qualify the Shares with the SEC or any state or foreign
securities commission or to seek approval or clearance from any governmental authority for the
issuance or sale of the Shares. Further, the Participant agrees that the Company shall have
unilateral authority to amend the Plan and the Award Agreement without the Participant’s
consent to the extent necessary to comply with securities or other laws applicable to issuance of
Shares.
24.Language. The Participant acknowledges that he or she is sufficiently proficient
in English, or has consulted with an advisor who is sufficiently proficient in English, so as to
allow the Participant to understand the terms and conditions of this Award Agreement.
Furthermore, if the Participant has received this Award Agreement or any other document related
to the Plan translated into a language other than English and if the meaning of the translated
version is different than the English version, the English version will control, unless otherwise
required by applicable law.
25.Severability. The provisions of this Award Agreement are severable and if any
one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in
part, the remaining provisions shall nevertheless be binding and enforceable.
26.Appendix. Notwithstanding any provisions in this Award Agreement, the RSUs
grant shall be subject to any additional terms and conditions set forth in each Appendix to this
Award Agreement for the Participant’s country. Moreover, if the Participant relocates to another
country, any additional terms and conditions for such country will apply to the Participant, to the
extent the Company determines that the application of such terms and conditions is necessary or
advisable for legal or administrative reasons. Each Appendix hereto constitutes part of this
Award Agreement.
27.Imposition of Other Requirements. The Company reserves the right to impose
other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares
acquired under the Plan, to the extent the Company determines it is necessary or advisable for
legal or administrative reasons, and to require the Participant to sign any additional agreements
or undertakings that may be necessary to accomplish the foregoing.
11
28.Waiver. The Participant acknowledges that a waiver by the Company of breach
of any provision of this Award Agreement shall not operate or be construed as a waiver of any
other provision of this Award Agreement, or of any subsequent breach by the Participant or any
other participant.
29.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges
that, depending on his or her country of residence, or broker’s country of residence, or where the
Shares are listed, Participant may be subject to insider trading restrictions and/or market abuse
laws, which may affect the Participant’s ability to directly or indirectly, accept, acquire, sell, or
attempt to sell or otherwise dispose of Shares or rights to Shares (e.g., RSUs) under the Plan
during such times as Participant is considered to have “inside information” regarding the
Company (as defined by the laws or regulations in applicable jurisdictions or Participant’s
country). Local insider trading laws and regulations may prohibit the cancellation or
amendment of orders placed by the Participant before possessing inside information.
Furthermore, the Participant understands that he or she may be prohibited from (i) disclosing the
inside information to any third party, including fellow employees (other than on a “need to
know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities.
Any restrictions under these laws or regulations are separate from and in addition to any
restrictions that may be imposed under any applicable Company insider trading policy. The
Participant acknowledges that it is his or her responsibility to comply with any applicable
restrictions, and the Participant should speak to his or her personal advisor on this matter.
30.Foreign Asset/Account Reporting. The Participant’s country of residence may
have certain foreign asset and/or account reporting requirements which may affect his or her
ability to acquire or hold RSUs under the Plan or cash received from participating in the Plan
(including sales proceeds arising from the sale of Shares) in a brokerage or bank account outside
the Participant’s country. The Participant may be required to report such amounts, assets or
transactions to the tax or other authorities in his or her country. The Participant also may be
required to repatriate sale proceeds or other funds received as a result of participation in the Plan
to the Participant’s country through a designated broker or bank within a certain time after
receipt. The Participant is responsible for ensuring compliance with such regulations and should
speak with his or her personal legal advisor regarding this matter.
[Signature Page Follows]
12
IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement.1
The Carlyle Group Inc.
By:____________________________________
Name:
Title:
PARTICIPANT
By: ____________________________________
Name:
13
1If this Award Agreement is delivered to the Participant electronically, the Participant’s electronic acceptance of
the Award Agreement (pursuant to instructions separately communicated to the Participant) shall constitute
acceptance of the Award Agreement and shall be binding on the Participant and the Company in lieu of any
required signatures to this Award Agreement.
The Carlyle Group Inc. Amended and Restated
2012 Equity Incentive Plan
Form of Global Restricted Stock Unit Agreement
Participant: | Date of Grant: |
Number of RSUs: |
1.Grant of RSUs. The Carlyle Group Inc. (the “Company”) hereby grants the
number of restricted stock units (the “RSUs”) listed above to the Participant (the “Award”),
effective as of [___] (the “Date of Grant”), on the terms and conditions hereinafter set forth in
this agreement including any Appendix hereto, which includes any applicable country-specific
provisions (collectively, the “Award Agreement”). This grant is made pursuant to the terms of
The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (as amended,
modified or supplemented from time to time, the “Plan”), which is incorporated herein by
reference and made a part of this Award Agreement. Each RSU represents the unfunded,
unsecured right of the Participant to receive a Share on the delivery date(s) specified in Section 4
hereof.
2.Definitions. Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan.
(a)“Cause” shall mean the determination by the Administrator in its sole
discretion that the Participant has (i) engaged in gross negligence or willful misconduct
in the performance of the Participant’s duties, (ii) willfully engaged in conduct that the
Participant knows or, based on facts known to the Participant, should know is materially
injurious to the Company or any of its Affiliates, (iii) materially breached any material
provision of the Participant’s employment agreement or offer letter with the Company or
its Affiliates, (iv) breached any Restrictive Covenant Agreement or any other restrictive
covenant obligation owed by the Participant to the Company or any of its Affiliates,
including, but not limited to, any restrictions relating to the Participant’s non-
competition, non-solicitation, non-disparagement and/or non-disclosure of confidential or
proprietary information, (v) engaged in fraud or other conduct in bad faith that
contributed to a financial restatement or irregularity, (vi) been convicted of, or entered a
plea bargain or settlement admitting guilt for, fraud, embezzlement, or any other felony
under the laws of the United States or of any state or the District of Columbia or any
other country or any jurisdiction of any other country (but specifically excluding felonies
involving a traffic violation), (vii) been the subject of any order, judicial or
administrative, obtained or issued by the U.S. Securities and Exchange Commission
(“SEC”) or similar agency or tribunal of any country, for any securities violation
involving insider trading, fraud, misappropriation, dishonesty or willful misconduct
(including, for example, any such order consented to by the Participant in which findings
of facts or any legal conclusions establishing liability are neither admitted nor denied), or
(viii) discussed the Company’s (or its Affiliates’) fundraising efforts, or the name of any
Exhibit 10.2
fund vehicle that has not had a final closing of commitments, to any reporter or
representative of any press or other public media.
(b)“Detrimental Activity” shall mean any of the following: (i) a termination of the
Participant’s Service for Cause or the Participant engaging in any activity that would be
grounds to terminate the Participant’s Service for Cause (whether or not any termination
of the Participant’s Service occurs); or (ii) a breach of any Restrictive Covenant
Agreement or any other restrictive covenant obligation owed by the Participant to the
Company or any of its Affiliates, including, but not limited to, any restrictions relating to
the Participant’s non-competition, non-solicitation, non-disparagement and/or non-
disclosure of confidential or proprietary information.
(c)“Involuntary Termination” shall mean the termination by the Company and its
Affiliates of the Participant’s Services without Cause (and in the absence of the
Participant’s Disability).
(d)“Qualifying Event” shall mean, during the Participant’s Services with the
Company and its Affiliates, the Participant’s death or Disability.
(e)“Restrictive Covenant Agreement” shall mean any agreement (including,
without limitation, this Award Agreement), and any attachments or schedules thereto,
entered into by and between the Participant and the Company or its Affiliates, pursuant to
which the Participant has agreed, among other things, to certain restrictions relating to
non-competition (if applicable), non-solicitation, non-disparagement and/or non-
disclosure of confidential or proprietary information, in order to protect the business of
the Company and its Affiliates.
(f)“Retirement” shall mean the termination of the Participant’s Services with the
Company and its Affiliates after the Participant has reached age 55 and has at least five
full years of service with the Company and its Affiliates; provided that, in the case of any
voluntary termination of Service by the Participant, the Participant has satisfied any
contractual notice requirements.
(g)“Vested RSUs” shall mean those RSUs which have become vested pursuant to
Section 3 or otherwise pursuant to the Plan or this Award Agreement.
(h)“Vesting Dates” shall mean each of the vesting dates set forth in Section 4(a)
hereof.
3.Vesting.
(a)Vesting – General. Subject to the Participant’s continued Services with the
Company and its Affiliates, the Award shall vest on the applicable Vesting Dates as
follows:
2
(i) The RSUs granted hereunder shall vest in installments on each
Vesting Date as set forth in Section 4(a) hereof.
(b)Vesting – Death or Disability. Upon the occurrence of a Qualifying Event,
100% of the RSUs granted hereunder shall vest (to the extent not previously vested) upon
the date of such Qualifying Event.
(c)Vesting – Retirement. Subject to Section 4(f), upon the Participant’s
Retirement, 100% of the RSUs granted hereunder shall remain eligible to vest upon each
of the scheduled Vesting Dates as set forth in Section 4(a) hereof.
(d) Vesting – Involuntary Termination. Subject to Section 4(f) and the
Participant’s execution and delivery of a release of claims in the form provided by the
Company (and non-revocation thereof within the time period set forth therein), upon the
occurrence of the Participant’s Involuntary Termination, 100% of the RSUs granted
hereunder shall remain eligible to vest upon each of the following scheduled Vesting
Dates as set forth in Section 4(a) hereof.
(e)Vesting – Terminations. Except as otherwise set forth in Sections 3(b), 3(c),
3(d) or 5, in the event the Participant’s Services with the Company and its Affiliates are
terminated for any reason, the portion of the Award that has not yet vested pursuant to
Sections 3 or 5 hereof (or otherwise pursuant to the Plan) shall be canceled immediately
and the Participant shall automatically forfeit all rights with respect to such portion of the
Award as of the date of such termination. For purposes of this provision, the effective
date of termination of the Participant’s Services will be determined in accordance with
Section 8(k) hereof.
4.Vesting and Delivery Dates.
(a)Delivery – General. The Company shall, on or within 30 days following a
Vesting Date, deliver (or cause delivery to be made) to the Participant the Shares
underlying the RSUs that vest and become Vested RSUs on such Vesting Date. The
general vesting and delivery terms with respect to the RSUs are set forth in the table
below.
Vesting Dates | Annual Vesting / Delivery | Cumulative Vesting / Delivery |
(b)Delivery – Death or Disability. Upon the occurrence of a Qualifying Event,
the Company shall, within 30 days following the date of such event, deliver (or cause
3
delivery of) Shares to the Participant in respect of 100% of the RSUs which vest and
become Vested RSUs on such date.
(c)Delivery – Retirement. Upon the Participant’s Retirement, the Company shall,
on each subsequent Vesting Date, deliver (or cause delivery of) Shares to the Participant
in respect of the RSUs which vest and have become Vested RSUs on such date.
(d) Delivery – Involuntary Termination. Upon the Participant’s Involuntary
Termination, the Company shall, on each subsequent Vesting Date, deliver (or cause
delivery of) Shares to the Participant in respect of the RSUs which vest and have become
Vested RSUs on such date.
(e)Delivery – Terminations. Except as otherwise set forth in Sections 4(b), 4(c),
4(d) or 4(f), in the event the Participant’s Services with the Company and its Affiliates
are terminated for any reason, the Company shall within 30 days following the date of
such termination, deliver (or cause delivery of) Shares to the Participant in respect of any
then outstanding Vested RSUs.
(f)Forfeiture; Clawback. It is a condition of being granted the RSUs hereunder
and receiving the underlying Shares upon satisfaction of the vesting conditions set forth
herein that the Participant not engage in any Detrimental Activity. Notwithstanding
anything to the contrary herein, if the Administrator determines in its sole discretion that
the Participant has engaged in Detrimental Activity (i) all outstanding RSUs (whether or
not vested) shall immediately terminate and be forfeited without consideration upon the
date of such determination and no further Shares with respect of the Award shall be
delivered to the Participant or to the Participant’s legal representative, beneficiaries or
heirs, (ii) to the extent permitted under applicable law, any Shares that have previously
been delivered to the Participant or the Participant’s legal representative, beneficiaries or
heirs pursuant to the Award and which are still held by the Participant or the Participant’s
legal representative, or beneficiaries or heirs as of the date of such determination by the
Administrator shall also immediately terminate and be forfeited without consideration
and (iii) the Administrator may require that the Participant forfeit any proceeds realized
within the one (1) year period preceding the date of such determination on the disposition
of any Shares received in settlement of the Award, and repay such proceeds to the
Company within thirty (30) days following the Company’s demand therefor. Without
limiting the foregoing, the Award and all Shares issued in respect thereof shall be subject
to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply
with applicable law and/or the Company’s clawback and recoupment policies as in effect
from time to time.
5.Change in Control. Notwithstanding anything to the contrary herein, in the event
of the Participant’s involuntary termination of Service by the Company without Cause that
occurs within twelve (12) months following a Change in Control, 100% of the RSUs granted
hereunder which then remain outstanding shall vest (to the extent not previously vested) upon the
date of such termination of Service and the Shares underlying such Vested RSUs shall be
4
delivered in accordance with Section 4(d), subject to any required delay pursuant to Section 17
of the Plan.
6.Dividend Equivalent RSUs. With respect to any cash dividend paid by the
Company with respect to Shares for which the record date occurs while the Award remains
outstanding and that occurs on or after the beginning of the first calendar quarter commencing
after the Date of Grant, on the payment date of such dividend the number of RSUs then
underlying the Award shall be increased by a number of additional dividend equivalent RSUs
equal to the quotient (rounded down to the nearest whole number of RSUs) of (a) the product of
(i) the dollar amount of the cash dividend paid per Share on such date, multiplied by (ii) the
number of RSUs that remain outstanding and subject to the Award as of such date, divided by (b)
the closing price of a Share on The Nasdaq Global Select Market on such date. Any such
additional dividend equivalents shall be subject to the same terms and conditions, and shall be
earned and vested, and be settled or forfeited, in the same manner and at the same time, as the
RSUs with respect to which they have been credited.
7.Adjustments Upon Certain Events. The Administrator shall make certain
substitutions or adjustments to any RSUs subject to this Award Agreement pursuant to Section 9
of the Plan.
8.Nature of Grant. In accepting the grant, the Participant acknowledges,
understands, and agrees that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company, at any time,
to the extent permitted by the Plan;
(b) the grant of the RSUs is exceptional, voluntary and occasional and does not
create any contractual or other right to receive future grants of RSUs, or benefits in lieu
of RSUs, even if RSUs have been granted in the past;
(c) all decisions with respect to future RSUs or other grants, if any, will be at the
sole discretion of the Company;
(d) the granting of the RSUs evidenced by this Award Agreement shall impose no
obligation on the Company or any Affiliate to continue the Services of the Participant
and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the
Services of such Participant;
(e) the Participant is voluntarily participating in the Plan;
(f) the RSUs and the Shares subject to the RSUs, and the income from and value
of same, are not intended to replace any pension rights or compensation;
(g)the RSUs and the Shares subject to the RSUs, and the income from and value
of same, are not part of normal or expected compensation for purposes of calculating any
5
severance, resignation, termination, redundancy, dismissal, end-of-service payments,
holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or
similar payments;
(h)the RSUs should in no event be considered as compensation for, or relating in
any way to, past services for the Company, the Employer (as defined in Section 15 of this
Award Agreement) or any Affiliate or predecessor;
(i)unless otherwise agreed with the Company, the RSUs and the Shares subject to
the RSUs, and the income from and value of same, are not granted as consideration for,
or in connection with, the Services Participant may provide as a director of an Affiliate;
(j)the future value of the underlying Shares is unknown, indeterminable and
cannot be predicted with certainty;
(k)in the event of termination of the Participant’s Services for any reason, except
as set forth in Sections 3, 4 or 5 (whether or not later to be found invalid or in breach of
employment laws in the jurisdiction where the Participant is employed or the terms of the
Participant’s employment agreement, if any), unless otherwise determined by the
Company, the Participant’s right to vest in the RSUs under the Plan, if any, will
terminate effective as of the date that the Participant is no longer actively providing
Services and will not be extended by any notice period (e.g., active Services would not
include any contractual notice period or any period of “garden leave” or similar period
mandated under employment laws in the jurisdiction where the Participant is employed,
or the terms of the Participant’s employment agreement, if any); the Administrator shall
have the exclusive discretion to determine when the Participant is no longer actively
providing Services for purposes of the RSUs grant (including whether the Participant
may still be considered to be providing Services while on an approved leave of absence);
and
(l) in addition to the provisions above in this Section 8, the following provisions
apply if the Participant is providing Services outside the United States:
(i) no claim or entitlement to compensation or damages shall arise
from forfeiture of the RSUs resulting from termination of the Participant’s
Services as set forth in Sections 3 or 4 above for any reason (whether or not later
found to be invalid or in breach of employment laws in the jurisdiction where the
Participant is employed or the terms of the Participant’s employment agreement,
if any), and in consideration of the grant of the RSUs, the Participant agrees not to
institute any claim against the Company or any Affiliate;
(ii) the RSUs and the Shares subject to the RSUs are not part of
normal or expected compensation or salary for any purpose;
(iii) neither the Company nor any Affiliate shall be liable for any
foreign exchange rate fluctuation between the Participant’s local currency and the
6
United States Dollar that may affect the value of the RSUs or of any amounts due
to the Participant pursuant to the settlement of the RSUs or the subsequent sale of
any Shares acquired upon settlement; and
(iv) to the extent that the Company, in consultation with legal counsel,
or a court or tribunal of competent jurisdiction determines that the provisions set
forth in Sections 3(c) and/or 4(c) above are invalid or unlawful, in whole or in
part, or the Company determines that the application of such provisions may result
in adverse tax consequences to the Participant, the Company or an Affiliate, the
Company, in its sole discretion, shall have the power and authority to revise or
strike such provisions to the minimum extent necessary to make them valid and
lawful to the full extent permitted under applicable law and/or to mitigate any
adverse tax consequences.
9.No Advice Regarding Grant. The Company is not providing any tax, legal or
financial advice, nor is the Company making any recommendations regarding the Participant’s
participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The
Participant should consult with his or her own personal tax, legal and financial advisors
regarding his or her participation in the Plan before taking any action related to the Plan.
10.Data Privacy Information and Consent. The Company is located at 1001
Pennsylvania Avenue, NW, Washington, DC 20004 U.S.A. and grants employees of the
Company and its Affiliates RSUs, at the Company’s sole discretion. If the Participant would
like to participate in the Plan, please review the following information about the Company’s
data processing practices and declare the Participant’s consent.
(a)Data Collection and Usage: The Company collects, processes and uses
personal data of Participants, including name, home address and telephone number,
date of birth, social insurance number or other identification number, salary,
citizenship, job title, any Shares or directorships held in the Company, and details of
all RSUs, canceled, vested, or outstanding in the Participant’s favor, which the
Company receives from the Participant or the Employer. If the Company offers the
Participant a grant of RSUs under the Plan, then the Company will collect the
Participant’s personal data for purposes of allocating Shares and implementing,
administering and managing the Plan. The Company’s legal basis for the processing
of the Participant’s personal data would be his or her consent.
(b)Stock Plan Administration Service Providers: The Company transfers
participant data to Morgan Stanley, an independent service provider based in the
United States, which assists the Company with the implementation, administration and
management of the Plan. In the future, the Company may select a different service
provider and share the Participant’s data with another company that serves in a
similar manner. The Company’s service provider will open an account for the
Participant to receive and trade Shares. The Participant will be asked to agree on
separate terms and data processing practices with the service provider, which is a
condition to the Participant’s ability to participate in the Plan.
7
(c) International Data Transfers: The Company and its service providers are
based in the United States. If the Participant is outside the United States, the
Participant should note that his or her country has enacted data privacy laws that are
different from the United States. The Company’s legal basis for the transfer of the
Participant’s personal data is his or her consent.
(d) Data Retention: The Company will use the Participant’s personal data only
as long as is necessary to implement, administer and manage the Participant’s
participation in the Plan or as required to comply with legal or regulatory obligations,
including under tax and security laws.
(e)Voluntariness and Consequences of Consent Denial or Withdrawal: The
Participant’s participation in the Plan and the Participant’s grant of consent is purely
voluntary. The Participant may deny or withdraw his or her consent at any time. If
the Participant does not consent, or if the Participant withdraws his or her consent, the
Participant cannot participate in the Plan. This would not affect the Participant’s
salary as an employee or his or her career; the Participant would merely forfeit the
opportunities associated with the Plan.
(f)Data Subject Rights: The Participant has a number of rights under data
privacy laws in his or her country. Depending on where the Participant is based, the
Participant’s rights may include the right to (i) request access or copies of personal
data of the Company processes, (ii) rectification of incorrect data, (iii) deletion of data,
(iv) restrictions on processing, (v) portability of data, (vi) lodge complaints with
competent authorities in the Participant’s country, and/or (vii) a list with the names
and address of any potential recipients of the Participant’s data. To receive
clarification regarding the Participant’s rights or to exercise the Participant’s rights
please contact the Company at The Carlyle Group Inc., 1001 Pennsylvania Avenue,
NW, Washington, DC 20004 U.S.A., Attention: Equity Management.
If the Participant agrees with the data processing practices as described in this notice, please
declare the Participant’s consent by clicking the “Accept Award” button on the Morgan
Stanley award acceptance page or signing below.
11.No Rights of a Holder of Shares. Except as otherwise provided herein, the
Participant shall not have any rights as a holder of Shares until such Shares have been issued or
transferred to the Participant.
12.Restrictions. Any Shares issued or transferred to the Participant or to the
Participant’s beneficiary pursuant to Section 4 of this Award Agreement (including, without
limitation, following the Participant’s death or Disability) shall be subject to such stop transfer
orders and other restrictions as the Administrator may deem advisable under the Plan or the
rules, regulations, and other requirements of the SEC, any stock exchange upon which such
Shares are listed and any applicable U.S. or non-U.S. federal, state or local laws, and the
Administrator may cause a notation or notations to be put entered into the books and records of
the Company to make appropriate reference to such restrictions. Without limiting the generality
8
of the forgoing, a Participant’s ability to sell or transfer the Shares shall be subject to such
trading policies or limitations as the Administrator may, in its sole discretion, impose from time
to time on current or former senior professionals, employees, consultants, directors, members,
partners or other service providers of the Company or of any of its Affiliates.
13.Transferability. Unless otherwise determined or approved by the Administrator,
no RSUs may be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by the Participant other than by will or by the laws of descent and distribution, and
any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not
permitted by this Section 13 shall be void and unenforceable against the Company or any
Affiliate.
14.Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have been duly given
upon receipt) by delivery in person, by courier service, by fax, or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the following addresses (or
at such other address for a party as shall be specified in a notice given in accordance with this
Section 14):
(a) If to the Company, to:
The Carlyle Group Inc.
1001 Pennsylvania Avenue, NW
Washington, DC 20004
Attention: General Counsel
Fax: (202) 315-3678
(b) If to the Participant, to the address appearing in the personnel
records of the Company or any Affiliate.
15.Withholding. The Participant acknowledges that he or she may be required to
pay to the Company or, if different, an Affiliate that employs the Participant (the “Employer”),
and that the Company, the Employer, or any Affiliate shall have the right and are hereby
authorized to withhold from any compensation or other amount owing to the Participant,
applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or
other tax-related items (including taxes that are imposed on the Company or the Employer as a
result of the Participant’s participation in the Plan but are deemed by the Company or the
Employer to be an appropriate charge to the Participant) (collectively, “Tax-Related Items”),
with respect to any issuance, transfer, or other taxable event under this Award Agreement or
under the Plan and to take such action as may be necessary in the opinion of the Company to
satisfy all obligations for the payment of such Tax-Related Items. The Participant further
acknowledges that the Company and/or the Employer (i) make no representations or
undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of
the RSUs, including, but not limited to the grant or vesting of the RSUs and the subsequent sale
of Shares acquired upon settlement of the Vested RSUs; and (ii) do not commit to and are under
no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate
9
the Participant’s liability for Tax-Related Items or achieve a particular tax result. Further, if the
Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant
acknowledges that the Company and/or the Employer (or former employer, as applicable) may
be required to withhold or account for Tax-Related Items in more than one jurisdiction. Without
limiting the foregoing, the Administrator may, from time to time, permit the Participant to make
arrangements prior to any Vesting Date described herein to pay the applicable Tax-Related Items
in a manner prescribed by the Administrator prior to the applicable Vesting Date; provided that,
unless otherwise determined by the Administrator, any such payment or estimate must be
received by the Company prior to an applicable Vesting Date. Additionally, the Participant
authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-
Related Items by (i) withholding from proceeds of the sale of Shares acquired upon settlement of
the Vested RSUs either through a voluntary sale or through a mandatory sale arranged by the
Company (on the Participant’s behalf pursuant to this authorization) or (ii) using a net settlement
method whereby the number of Shares that would otherwise be delivered to the Participant upon
the settlement of Vested RSUs shall be reduced by a number of Shares having a fair market value
necessary to satisfy such obligations. Depending on the withholding method, the Company and/
or the Employer may withhold or account for the Tax-Related Items by considering minimum
statutory withholding amounts or other applicable withholding rates in the Participant’s
jurisdiction(s), including maximum applicable rates. In the event of overwithholding, the
Participant may receive a refund of any over-withheld amount in cash through the Employer’s
normal payroll process (with no entitlement to the equivalent in Shares), or if not refunded, the
Participant may seek a refund from the applicable tax authorities. In the event of under-
withholding, the Participant may be required to pay additional Tax-Related Items directly to the
applicable tax authorities or to the Company and/or the Employer. The Participant acknowledges
that, regardless of any action taken by the Company, the Employer, or any Affiliate the ultimate
liability for all Tax-Related Items, is and remains the Participant’s responsibility and may exceed
the amount, if any, actually withheld by the Company or the Employer. The Company may
refuse to issue or deliver the Shares or the proceeds from the sale of Shares, if the Participant
fails to comply with his or her obligations in connection with the Tax-Related Items.
16.Choice of Law; Venue. The interpretation, performance and enforcement of this
Award Agreement shall be governed by the law of the State of New York without regard to its
conflict of law provisions. Any and all disputes, controversies or issues arising out of,
concerning or relating to this Award, this Award Agreement or the relationship between the
parties evidenced by the Award Agreement, including, without limitation, disputes, controversies
or issues arising out of, concerning or relating to the construction, interpretation, breach or
enforcement of this Award Agreement, shall be brought exclusively in the courts in the State of
New York, City and County of New York, including the Federal Courts located therein (should
Federal jurisdiction exist). Each of the parties hereby expressly represents and agrees that it/he/
she is subject to the personal jurisdiction of said courts, irrevocably consents to the personal
jurisdiction of such courts; and waives to the fullest extent permitted by law any objection which
it/he/she may now or hereafter have that the laying of the venue of any legal lawsuit or
proceeding related to such dispute, controversy or issue that is brought in any such court is
improper or that such lawsuit or proceeding has been brought in an inconvenient forum.
10
17.WAIVER OF RIGHT TO JURY TRIAL. AS SPECIFICALLY BARGAINED
FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS
AWARD AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH
COUNSEL OF ITS/HIS/HER CHOICE), EACH PARTY EXPRESSLY WAIVES THE RIGHT
TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING ARISING OUT OF,
CONCERNING OR RELATING TO THIS AWARD, THIS AWARD AGREEMENT, THE
RELATIONSHIP BETWEEN THE PARTIES EVIDENCED BY THIS AWARD
AGREEMENT AND/OR THE MATTERS CONTEMPLATED THEREBY.
18.Subject to Plan. By entering into this Award Agreement, the Participant agrees
and acknowledges that the Participant has received and read a copy of the Plan. All RSUs and
Shares issued or transferred with respect thereof are subject to the Plan. In the event of a conflict
between any term or provision contained herein and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and prevail.
19.Entire Agreement. This Award Agreement contains the entire understanding
between the parties with respect to the RSUs granted hereunder (including, without limitation,
the vesting and delivery schedules and other terms described herein and in each Appendix
attached hereto), and hereby replaces and supersedes any prior communication and arrangements
between the Participant and the Company or any of its Affiliates with respect to the matters set
forth herein and any other pre-existing economic or other arrangements between the Participant
and the Company or any of its Affiliates, unless otherwise explicitly provided for in any other
agreement that the Participant has entered into with the Company or any of its Affiliates and that
is set forth on Schedule A hereto. Unless set forth on Schedule A hereto, no such other
agreement entered into prior to the Date of Grant shall have any effect on the terms of this
Award Agreement.
20.Modifications. Notwithstanding any provision of this Award Agreement to the
contrary, the Company reserves the right to modify the terms and conditions of this Award
Agreement, including, without limitation, the timing or circumstances of the issuance or transfer
of Shares to the Participant hereunder, to the extent such modification is determined by the
Company to be necessary to comply with applicable law or preserve the intended deferral of
income recognition with respect to the RSUs until the issuance or transfer of Shares hereunder.
21.Signature in Counterparts; Electronic Acceptance. This Award Agreement may
be signed in counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. Alternatively, this Award
Agreement may be granted to and accepted by the Participant electronically (including, without
limitation, via DocuSign or through the Morgan Stanley website).
22.Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to current or future participation in the Plan by electronic means. The
Participant hereby consents to receive such documents by electronic delivery and agrees to
participate in the Plan through an on-line or electronic system established and maintained by the
Company or a third party designated by the Company.
11
23.Compliance with Law. Notwithstanding any other provision of this Award
Agreement, unless there is an available exemption from any registration, qualification or other
legal requirement applicable to the Shares, the Company shall not be required to deliver any
Shares issuable upon settlement of the RSUs prior to the completion of any registration or
qualification of the Shares under any local, state, federal or foreign securities or exchange control
law or under rulings or regulations of the SEC or of any other governmental regulatory body, or
prior to obtaining any approval or other clearance from any local, state, federal or foreign
governmental agency, which registration, qualification or approval the Company shall, in its
absolute discretion, deem necessary or advisable. The Participant understands that the Company
is under no obligation to register or qualify the Shares with the SEC or any state or foreign
securities commission or to seek approval or clearance from any governmental authority for the
issuance or sale of the Shares. Further, the Participant agrees that the Company shall have
unilateral authority to amend the Plan and the Award Agreement without the Participant’s
consent to the extent necessary to comply with securities or other laws applicable to issuance of
Shares.
24.Language. The Participant acknowledges that he or she is sufficiently proficient
in English, or has consulted with an advisor who is sufficiently proficient in English, so as to
allow the Participant to understand the terms and conditions of this Award Agreement.
Furthermore, if the Participant has received this Award Agreement or any other document related
to the Plan translated into a language other than English and if the meaning of the translated
version is different than the English version, the English version will control, unless otherwise
required by applicable law.
25.Severability. The provisions of this Award Agreement are severable and if any
one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in
part, the remaining provisions shall nevertheless be binding and enforceable.
26.Appendix. Notwithstanding any provisions in this Award Agreement, the RSUs
grant shall be subject to any additional terms and conditions set forth in each Appendix to this
Award Agreement for the Participant’s country. Moreover, if the Participant relocates to another
country, any additional terms and conditions for such country will apply to the Participant, to the
extent the Company determines that the application of such terms and conditions is necessary or
advisable for legal or administrative reasons. Each Appendix hereto constitutes part of this
Award Agreement.
27.Imposition of Other Requirements. The Company reserves the right to impose
other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares
acquired under the Plan, to the extent the Company determines it is necessary or advisable for
legal or administrative reasons, and to require the Participant to sign any additional agreements
or undertakings that may be necessary to accomplish the foregoing.
28.Waiver. The Participant acknowledges that a waiver by the Company of breach
of any provision of this Award Agreement shall not operate or be construed as a waiver of any
other provision of this Award Agreement, or of any subsequent breach by the Participant or any
other participant.
12
29.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges
that, depending on his or her country of residence, or broker’s country of residence, or where the
Shares are listed, Participant may be subject to insider trading restrictions and/or market abuse
laws, which may affect the Participant’s ability to directly or indirectly, accept, acquire, sell, or
attempt to sell or otherwise dispose of Shares or rights to Shares (e.g., RSUs) under the Plan
during such times as Participant is considered to have “inside information” regarding the
Company (as defined by the laws or regulations in applicable jurisdictions or Participant’s
country). Local insider trading laws and regulations may prohibit the cancellation or
amendment of orders placed by the Participant before possessing inside information.
Furthermore, the Participant understands that he or she may be prohibited from (i) disclosing the
inside information to any third party, including fellow employees (other than on a “need to
know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities.
Any restrictions under these laws or regulations are separate from and in addition to any
restrictions that may be imposed under any applicable Company insider trading policy. The
Participant acknowledges that it is his or her responsibility to comply with any applicable
restrictions, and the Participant should speak to his or her personal advisor on this matter.
30.Foreign Asset/Account Reporting. The Participant’s country of residence may
have certain foreign asset and/or account reporting requirements which may affect his or her
ability to acquire or hold RSUs under the Plan or cash received from participating in the Plan
(including sales proceeds arising from the sale of Shares) in a brokerage or bank account outside
the Participant’s country. The Participant may be required to report such amounts, assets or
transactions to the tax or other authorities in his or her country. The Participant also may be
required to repatriate sale proceeds or other funds received as a result of participation in the Plan
to the Participant’s country through a designated broker or bank within a certain time after
receipt. The Participant is responsible for ensuring compliance with such regulations and should
speak with his or her personal legal advisor regarding this matter.
[Signature Page Follows]
13
IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement.1
The Carlyle Group Inc.
By:____________________________________
Name:
Title:
PARTICIPANT
By: ____________________________________
Name:
14
1If this Award Agreement is delivered to the Participant electronically, the Participant’s electronic acceptance of
the Award Agreement (pursuant to instructions separately communicated to the Participant) shall constitute
acceptance of the Award Agreement and shall be binding on the Participant and the Company in lieu of any
required signatures to this Award Agreement.
The Carlyle Group Inc. Amended and Restated
2012 Equity Incentive Plan
Form of Global Performance-Based Restricted Stock Unit Agreement
Participant: | Date of Grant: |
Number of PSUs: |
1.Grant of PSUs. The Carlyle Group Inc. (the “Company”) hereby grants the
number of performance-based restricted stock units (the “PSUs”) listed above to the Participant
(the “Award”), effective as of [__] (the “Date of Grant”), on the terms and conditions hereinafter
set forth in this agreement, including any Appendix hereto, which includes any applicable
country-specific provisions (collectively, the “Award Agreement”). This grant is made pursuant
to the terms of The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (as
amended, modified or supplemented from time to time, the “Plan”), which is incorporated herein
by reference and made a part of this Award Agreement. Each PSU represents the unfunded,
unsecured right of the Participant to receive a Share on the delivery date(s) specified in Section 4
hereof.
2.Definitions. The capitalized terms listed in this Section 2 shall have the meanings
set forth below. Capitalized terms not otherwise defined herein (including in Appendix B) shall
have the same meanings as in the Plan.
(a)“Cause” shall mean the determination by the Administrator in its sole
discretion that the Participant has (i) engaged in gross negligence or willful misconduct in
the performance of the Participant’s duties, (ii) willfully engaged in conduct that the
Participant knows or, based on facts known to the Participant, should know is materially
injurious to the Company or any of its Affiliates, (iii) materially breached any material
provision of the Participant’s employment agreement or offer letter with the Company or
its Affiliates, (iv) breached any Restrictive Covenant Agreement or any other restrictive
covenant obligation owed by the Participant to the Company or any of its Affiliates,
including, but not limited to, any restrictions relating to the Participant’s non-
competition, non-solicitation, non-disparagement and/or non-disclosure of confidential or
proprietary information, (v) engaged in fraud or other conduct in bad faith that
contributed to a financial restatement or irregularity, (vi) been convicted of, or entered a
plea bargain or settlement admitting guilt for, fraud, embezzlement, or any other felony
under the laws of the United States or of any state or the District of Columbia or any
other country or any jurisdiction of any other country (but specifically excluding felonies
involving a traffic violation), (vii) been the subject of any order, judicial or
administrative, obtained or issued by the U.S. Securities and Exchange Commission
(“SEC”) or similar agency or tribunal of any country, for any securities violation
involving insider trading, fraud, misappropriation, dishonesty or willful misconduct
(including, for example, any such order consented to by the Participant in which findings
of facts or any legal conclusions establishing liability are neither admitted nor denied), or
Exhibit 10.3
(viii) discussed the Company’s (or its Affiliates’) fundraising efforts, or the name of any
fund vehicle that has not had a final closing of commitments, to any reporter or
representative of any press or other public media.
(b)“Detrimental Activity” shall mean any of the following: (i) a termination
of the Participant’s Services for Cause or the Participant engaging in any activity that
would be grounds to terminate the Participant’s Services for Cause (whether or not any
termination of the Participant’s Services occurs); or (ii) a breach of any Restrictive
Covenant Agreement or any other restrictive covenant obligation owed by the Participant
to the Company or any of its Affiliates, including, but not limited to, any restrictions
relating to the Participant’s non-competition, non-solicitation, non-disparagement and/or
non-disclosure of confidential or proprietary information.
(c) “Earned Tranche” shall refer to a Tranche for which the applicable Stock
Price Hurdle has been achieved in accordance with the terms of this Award Agreement.
All PSUs subject to an Earned Tranche are referred to herein as “Earned PSUs”.
(d) “Performance Period” shall mean the period commencing on, and
including, the Date of Grant through and including the third anniversary of the Date of
Grant.
(e)“Qualifying Event” shall mean, during the Participant’s Services with the
Company and its Affiliates, the Participant’s death or Disability.
(f)“Restrictive Covenant Agreement” shall mean any agreement (including,
without limitation, this Award Agreement), and any attachments or schedules thereto,
entered into by and between the Participant and the Company or its Affiliates, pursuant to
which the Participant has agreed, among other things, to certain restrictions relating to
non-competition (if applicable), non-solicitation, non-disparagement and/or non-
disclosure of confidential or proprietary information, in order to protect the business of
the Company and its Affiliates.
(g)“Special Vesting Event” shall mean, during the Participant’s Services with
the Company and its Affiliates, the termination of the Participant’s Services by the
Company without Cause (and in the absence of the Participant’s Disability).
3.Vesting.
(a)Vesting – General. Subject to the Participant’s continued Services with
the Company and its Affiliates through each Applicable Vesting Date, the PSUs covered
by an Earned Tranche that corresponds to the Applicable Vesting Date shall become
vested as of such Applicable Vesting Date.
(b)Vesting – Qualifying Event. Upon the occurrence of a Qualifying Event
prior to the completion of the Performance Period, the Participant shall vest in each
Tranche that became an Earned Tranche prior to the Qualifying Event but for which the
2
Applicable Vesting Date has not occurred prior to the Qualifying Event. Any PSUs that
are outstanding as of the occurrence of the Qualifying Event and that do not become
vested pursuant to this Section 3(b) shall be canceled immediately and the Participant
shall automatically forfeit all rights with respect to such PSUs as of the date of such
Qualifying Event.
(c)Vesting – Special Vesting Event. Subject to the Participant’s execution
and delivery of a release of claims in the form provided by the Company (and non-
revocation thereof within the time period set forth therein), upon the occurrence of a
Special Vesting Event prior to the completion of the Performance Period, the Participant
shall vest in each Tranche that became an Earned Tranche prior to the Special Vesting
Event but for which the Applicable Vesting Date has not occurred prior to the Special
Vesting Event. Any PSUs that are outstanding as of the occurrence of the Special
Vesting Event and that do not become vested pursuant to this Section 3(c) shall be
canceled immediately and the Participant shall automatically forfeit all rights with respect
to such PSUs as of the date of such Special Vesting Event.
(d)Vesting – Terminations. Except as otherwise set forth in Sections 3(b) or
3(c), in the event the Participant’s Services with the Company and its Affiliates are
terminated for any reason, any portion of the Award that has not yet vested pursuant to
Sections 3(a), 3(b) or 3(c) hereof shall be canceled immediately and the Participant shall
automatically forfeit all rights with respect to such portion of the Award as of the date of
such termination. For purposes of this provision, the effective date of termination of the
Participant’s Services will be determined in accordance with Section 9(k) hereof.
4.Vesting and Delivery Dates; Transfer Restrictions.
(a)Delivery – General. The Company shall, on or within thirty (30) days
following the Applicable Vesting Date, deliver (or cause to be delivered) to the
Participant the Shares underlying the Earned PSUs that vested on the Applicable Vesting
Date pursuant to Section 3(a).
(b)Delivery – Qualifying Event. Upon the occurrence of a Qualifying Event,
the Company shall, within thirty (30) days following the date of such event, deliver (or
cause to be delivered) to the Participant (or the Participant’s estate) the Shares underlying
the Earned PSUs that vested on the date of the Qualifying Event pursuant to Section 3(b).
(c)Delivery – Special Vesting Event. Upon the occurrence of a Special
Vesting Event, the Company shall, on or within sixty (60) days following the date of the
Special Vesting Event, deliver (or cause to be delivered) to the Participant the Shares
underlying the PSUs that vested on the date of the Special Vesting Event pursuant to
Section 3(c).
(d)Transfer Restrictions for 30% of Vested Earned PSUs. Following any
delivery of Shares in respect of vested Earned PSUs in accordance with this Section 4,
thirty percent (30)% of such Shares (calculated on a pre-tax basis, determined without
3
regard to any withholding or sale of Shares to cover taxes thereon) must be retained by
the Participant and shall not be transferable until the earliest to occur of (i) the third
anniversary of the date of delivery of such Shares pursuant to Sections 4(a), 4(b), or 4(c)
or (ii) the first anniversary of the date of the Participant’s termination of Services for any
reason.
5.Forfeiture; Clawback. It is a condition of being granted the PSUs hereunder and
receiving the underlying Shares upon satisfaction of the vesting conditions set forth herein that
the Participant not engage in any Detrimental Activity. Notwithstanding anything to the contrary
herein, if the Administrator determines in its sole discretion that the Participant has engaged in
Detrimental Activity (i) all outstanding PSUs (whether or not vested) shall immediately
terminate and be forfeited without consideration upon the date of such determination and no
further Shares with respect of the Award shall be delivered to the Participant or to the
Participant’s legal representative, beneficiaries or heirs, (ii) to the extent permitted under
applicable law, any Shares that have previously been delivered to the Participant or the
Participant’s legal representative, beneficiaries or heirs pursuant to the Award and which are still
held by the Participant or the Participant’s legal representative, or beneficiaries or heirs as of the
date of such determination by the Administrator shall also immediately terminate and be
forfeited without consideration and (iii) the Administrator may require that the Participant forfeit
any proceeds realized within the one (1) year period preceding the date of such determination on
the disposition of any Shares received in settlement of the Award, and repay such proceeds to the
Company within thirty (30) days following the Company’s demand therefor. Without limiting
the foregoing, the Award and all Shares issued in respect thereof shall be subject to reduction,
cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law and/
or the Company’s clawback and recoupment policies as in effect from time to time.
6.Change in Control. Notwithstanding anything to the contrary herein, in the event
of a Special Vesting Event that occurs within the twenty-four (24) months following a Change in
Control, or after such date that definitive documentation for a sale transaction is entered into but
before such transaction has been consummated, 100% of the PSUs granted hereunder which then
remain outstanding shall vest (to the extent not previously vested) upon the date of such
termination of Services and the Shares underlying such Earned PSUs shall be delivered in
accordance with Section 4(a), subject to any required delay pursuant to Section 17 of the Plan.
7.No Dividends or Distributions on PSUs. No dividends or other distributions shall
accrue or become payable with respect to any PSUs prior to the date upon which the Shares
underlying the PSUs are issued or transferred to the Participant.
8.Adjustments Upon Certain Events. The Administrator shall make certain
substitutions or adjustments to any PSUs subject to this Award Agreement pursuant to Section 9
of the Plan.
9.Nature of Grant. In accepting the grant, the Participant acknowledges,
understands, and agrees that:
4
(a)the Plan is established voluntarily by the Company, it is discretionary in
nature and it may be modified, amended, suspended or terminated by the Company, at
any time, to the extent permitted by the Plan;
(b)the grant of the PSUs is exceptional, voluntary and occasional and does
not create any contractual or other right to receive future grants of PSUs, or benefits in
lieu of PSUs, even if PSUs have been granted in the past;
(c)all decisions with respect to future PSUs or other grants, if any, will be at
the sole discretion of the Company;
(d)the granting of the PSUs evidenced by this Award Agreement shall
impose no obligation on the Company or any Affiliate to continue the Services of the
Participant and shall not lessen or affect the Company’s or any of its Affiliate’s right to
terminate the Services of such Participant;
(e)the Participant is voluntarily participating in the Plan;
(f)the PSUs and the Shares subject to the PSUs, and the income from and
value of same, are not intended to replace any pension rights or compensation;
(g)the PSUs and the Shares subject to the PSUs, and the income from and
value of same, are not part of normal or expected compensation for purposes of
calculating any severance, resignation, termination, redundancy, dismissal, end-of-service
payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare
benefits or similar payments;
(h)the PSUs should in no event be considered as compensation for, or
relating in any way to, past services for the Company, the Employer (as defined in
Section 16 of this Award Agreement) or any Affiliate or predecessor;
(i)unless otherwise agreed with the Company, the PSUs and the Shares
subject to the PSUs, and the income from and value of same, are not granted as
consideration for, or in connection with, the Services Participant may provide as a
director of an Affiliate;
(j)the future value of the underlying Shares is unknown, indeterminable and
cannot be predicted with certainty;
(k) in the event of termination of the Participant’s Services for any reason,
except as set forth in Sections 3, 4 or 6 (whether or not later to be found invalid or in
breach of employment laws in the jurisdiction where the Participant is employed or the
terms of the Participant’s employment agreement, if any), unless otherwise determined by
the Company, the Participant’s right to vest in the PSUs under the Plan, if any, will
terminate effective as of the date that the Participant is no longer actively providing
Services and will not be extended by any notice period (e.g., active Services would not
5
include any contractual notice period or any period of “garden leave” or similar period
mandated under employment laws in the jurisdiction where the Participant is employed,
or the terms of the Participant’s employment agreement, if any); the Administrator shall
have the exclusive discretion to determine when the Participant is no longer actively
providing Services for purposes of the PSUs grant (including whether the Participant may
still be considered to be providing Services while on an approved leave of absence); and
(l)in addition to the provisions above in this Section 9, the following
provisions apply if the Participant is providing Services outside the United States:
(i) no claim or entitlement to compensation or damages shall arise
from forfeiture of the PSUs resulting from termination of the Participant’s
Services as set forth in Section 3(d) above for any reason (whether or not later
found to be invalid or in breach of employment laws in the jurisdiction where the
Participant is employed or the terms of the Participant’s employment agreement, if
any), and in consideration of the grant of the PSUs, the Participant agrees not to
institute any claim against the Company or any Affiliate;
(ii) the PSUs and the Shares subject to the PSUs are not part of
normal or expected compensation or salary for any purpose; and
(iii) neither the Company nor any Affiliate shall be liable for any
foreign exchange rate fluctuation between the Participant’s local currency and the
United States Dollar that may affect the value of the PSUs or of any amounts due
to the Participant pursuant to the settlement of the PSUs or the subsequent sale of
any Shares acquired upon settlement.
10.No Advice Regarding Grant. The Company is not providing any tax, legal or
financial advice, nor is the Company making any recommendations regarding the Participant’s
participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The
Participant should consult with his or her own personal tax, legal and financial advisors
regarding his or her participation in the Plan before taking any action related to the Plan.
11.Data Privacy Information and Consent. The Company is located at 1001
Pennsylvania Avenue, NW, Washington, DC 20004 U.S.A. and grants employees of the
Company and its Affiliates PSUs, at the Company’s sole discretion. If the Participant would
like to participate in the Plan, please review the following information about the Company’s
data processing practices and declare the Participant’s consent.
(a)Data Collection and Usage: The Company collects, processes and uses
personal data of Participants, including name, home address and telephone number,
date of birth, social insurance number or other identification number, salary,
citizenship, job title, any Shares or directorships held in the Company, and details of all
PSUs, canceled, vested, or outstanding in the Participant’s favor, which the Company
receives from the Participant or the Employer. If the Company offers the Participant a
grant of PSUs under the Plan, then the Company will collect the Participant’s personal
6
data for purposes of allocating Shares and implementing, administering and managing
the Plan. The Company’s legal basis for the processing of the Participant’s personal
data would be his or her consent.
(b)Stock Plan Administration Service Providers: The Company transfers
participant data to Morgan Stanley, an independent service provider based in the
United States, which assists the Company with the implementation, administration and
management of the Plan. In the future, the Company may select a different service
provider and share the Participant’s data with another company that serves in a similar
manner. The Company’s service provider will open an account for the Participant to
receive and trade Shares. The Participant will be asked to agree on separate terms and
data processing practices with the service provider, which is a condition to the
Participant’s ability to participate in the Plan.
(c)International Data Transfers: The Company and its service providers
are based in the United States. If the Participant is outside the United States, the
Participant should note that his or her country has enacted data privacy laws that are
different from the United States. The Company’s legal basis for the transfer of the
Participant’s personal data is his or her consent.
(d)Data Retention: The Company will use the Participant’s personal data
only as long as is necessary to implement, administer and manage the Participant’s
participation in the Plan or as required to comply with legal or regulatory obligations,
including under tax and security laws.
(e)Voluntariness and Consequences of Consent Denial or Withdrawal:
The Participant’s participation in the Plan and the Participant’s grant of consent is
purely voluntary. The Participant may deny or withdraw his or her consent at any
time. If the Participant does not consent, or if the Participant withdraws his or her
consent, the Participant cannot participate in the Plan. This would not affect the
Participant’s salary as an employee or his or her career; the Participant would merely
forfeit the opportunities associated with the Plan.
(f)Data Subject Rights: The Participant has a number of rights under data
privacy laws in his or her country. Depending on where the Participant is based, the
Participant’s rights may include the right to (i) request access or copies of personal
data of the Company processes, (ii) rectification of incorrect data, (iii) deletion of data,
(iv) restrictions on processing, (v) portability of data, (vi) lodge complaints with
competent authorities in the Participant’s country, and/or (vii) a list with the names
and address of any potential recipients of the Participant’s data. To receive
clarification regarding the Participant’s rights or to exercise the Participant’s rights
please contact the Company at The Carlyle Group Inc., 1001 Pennsylvania Avenue,
NW, Washington, DC 20004 U.S.A., Attention: Equity Management.
7
If the Participant agrees with the data processing practices as described in this notice, please
declare the Participant’s consent by clicking the “Accept Award” button on the Morgan
Stanley award acceptance page or signing below.
12.No Rights of a Holder of Shares. Except as otherwise provided herein, the
Participant shall not have any rights as a holder of Shares until such Shares have been issued or
transferred to the Participant.
13.Restrictions. Any Shares issued or transferred to the Participant or to the
Participant’s beneficiary pursuant to Section 4 of this Award Agreement (including, without
limitation, following the Participant’s death or Disability) shall be subject to such stop transfer
orders and other restrictions as the Administrator may deem advisable under the Plan or the
rules, regulations, and other requirements of the SEC, any stock exchange upon which such
Shares are listed and any applicable U.S. or non-U.S. federal, state or local laws, and the
Administrator may cause a notation or notations to be put entered into the books and records of
the Company to make appropriate reference to such restrictions. Without limiting the generality
of the forgoing, a Participant’s ability to sell or transfer the Shares shall be subject to such
trading policies or limitations as the Administrator may, in its sole discretion, impose from time
to time on current or former senior professionals, employees, consultants, directors, members,
partners or other service providers of the Company or of any of its Affiliates.
14.Transferability. Unless otherwise determined or approved by the Administrator,
no PSUs may be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by the Participant other than by will or by the laws of descent and distribution, and
any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not
permitted by this Section 14 shall be void and unenforceable against the Company or any
Affiliate.
15.Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have been duly given
upon receipt) by delivery in person, by courier service, by fax, or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the following addresses (or
at such other address for a party as shall be specified in a notice given in accordance with this
Section 15):
(a) If to the Company, to:
The Carlyle Group Inc.
1001 Pennsylvania Avenue, NW
Washington, DC 20004
Attention: General Counsel
Fax: (202) 315-3678
(b) If to the Participant, to the address appearing in the personnel
records of the Company or any Affiliate.
8
16.Withholding. The Participant acknowledges that he or she may be required to
pay to the Company or, if different, an Affiliate that employs the Participant (the “Employer”),
and that the Company, the Employer, or any Affiliate shall have the right and are hereby
authorized to withhold from any compensation or other amount owing to the Participant,
applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or
other tax-related items (including taxes that are imposed on the Company or the Employer as a
result of the Participant’s participation in the Plan but are deemed by the Company or the
Employer to be an appropriate charge to the Participant) (collectively, “Tax-Related Items”),
with respect to any issuance, transfer, or other taxable event under this Award Agreement or
under the Plan and to take such action as may be necessary in the opinion of the Company to
satisfy all obligations for the payment of such Tax-Related Items. The Participant further
acknowledges that the Company and/or the Employer (i) make no representations or
undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of
the PSUs, including, but not limited to the grant or vesting of the PSUs and the subsequent sale
of Shares acquired upon settlement of the vested Earned PSUs; and (ii) do not commit to and are
under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or
eliminate the Participant’s liability for Tax-Related Items or achieve a particular tax result.
Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the
Participant acknowledges that the Company and/or the Employer (or former employer, as
applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction. Without limiting the foregoing, the Administrator may, from time to time, permit
the Participant to make arrangements prior to the Applicable Vesting Date described herein to
pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the
Applicable Vesting Date; provided that, unless otherwise determined by the Administrator, any
such payment or estimate must be received by the Company prior to the Applicable Vesting
Date. Additionally, the Participant authorizes the Company and/or the Employer to satisfy the
obligations with regard to all Tax-Related Items by (i) withholding from proceeds of the sale of
Shares acquired upon settlement of the vested Earned PSUs either through a voluntary sale or
through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this
authorization) or (ii) using a net settlement method whereby the number of Shares that would
otherwise be delivered to the Participant upon the settlement of vested Earned PSUs shall be
reduced by a number of Shares having a fair market value necessary to satisfy such obligations.
Depending on the withholding method, the Company and/or the Employer may withhold or
account for the Tax-Related Items by considering minimum statutory withholding amounts or
other applicable withholding rates in the Participant’s jurisdiction(s), including maximum
applicable rates. In the event of over-withholding, the Participant may receive a refund of any
over-withheld amount in cash through the Employer’s normal payroll process (with no
entitlement to the equivalent in Shares), or if not refunded, the Participant may seek a refund
from the applicable tax authorities. In the event of under-withholding, the Participant may be
required to pay additional Tax-Related Items directly to the applicable tax authorities or to the
Company and/or the Employer. The Participant acknowledges that, regardless of any action
taken by the Company, the Employer, or any Affiliate the ultimate liability for all Tax-Related
Items, is and remains the Participant’s responsibility and may exceed the amount, if any, actually
withheld by the Company or the Employer. The Company may refuse to issue or deliver the
9
Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her
obligations in connection with the Tax-Related Items.
[CHIEF EXECUTIVE OFFICER ONLY:
17.Choice of Law; Venue. Section 15 (Governing Law) and Section 17 (Arbitration)
of the Employment Agreement by and between the Participant and The Carlyle Group Employee
Co., L.L.C. dated February 5, 2023 (the “Employment Agreement”) are hereby incorporated by
reference herein mutatis mutandis and shall apply to this Award Agreement as if set forth herein.
18.Reserved.]
[OTHER PARTICIPANTS:
17.Choice of Law; Venue. The interpretation, performance and enforcement of this
Award Agreement shall be governed by the law of the State of New York without regard to its
conflict of law provisions. Any and all disputes, controversies or issues arising out of,
concerning or relating to this Award, this Award Agreement or the relationship between the
parties evidenced by the Award Agreement, including, without limitation, disputes, controversies
or issues arising out of, concerning or relating to the construction, interpretation, breach or
enforcement of this Award Agreement, shall be brought exclusively in the courts in the State of
New York, City and County of New York, including the Federal Courts located therein (should
Federal jurisdiction exist). Each of the parties hereby expressly represents and agrees that it/he/
she is subject to the personal jurisdiction of said courts, irrevocably consents to the personal
jurisdiction of such courts; and waives to the fullest extent permitted by law any objection which
it/he/she may now or hereafter have that the laying of the venue of any legal lawsuit or
proceeding related to such dispute, controversy or issue that is brought in any such court is
improper or that such lawsuit or proceeding has been brought in an inconvenient forum.
18.WAIVER OF RIGHT TO JURY TRIAL. AS SPECIFICALLY BARGAINED
FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS
AWARD AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH
COUNSEL OF ITS/HIS/HER CHOICE), EACH PARTY EXPRESSLY WAIVES THE RIGHT
TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING ARISING OUT OF,
CONCERNING OR RELATING TO THIS AWARD, THIS AWARD AGREEMENT, THE
RELATIONSHIP BETWEEN THE PARTIES EVIDENCED BY THIS AWARD
AGREEMENT AND/OR THE MATTERS CONTEMPLATED THEREBY.]
19.Subject to Plan. By entering into this Award Agreement, the Participant agrees
and acknowledges that the Participant has received and read a copy of the Plan. All PSUs and
Shares issued or transferred with respect thereof are subject to the Plan. In the event of a conflict
between any term or provision contained herein and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and prevail.
20.Entire Agreement. This Award Agreement contains the entire understanding
between the parties with respect to the PSUs granted hereunder (including, without limitation,
10
the vesting and delivery schedules and other terms described herein and in each Appendix
attached hereto), and hereby replaces and supersedes any prior communication and arrangements
between the Participant and the Company or any of its Affiliates with respect to the matters set
forth herein and any other pre-existing economic or other arrangements between the Participant
and the Company or any of its Affiliates, unless otherwise explicitly provided for in any other
agreement that the Participant has entered into with the Company or any of its Affiliates and that
is set forth on Schedule A hereto. Unless set forth on Schedule A hereto, no such other
agreement entered into prior to the Date of Grant shall have any effect on the terms of this
Award Agreement.
21.Modifications. Notwithstanding any provision of this Award Agreement to the
contrary, the Company reserves the right to modify the terms and conditions of this Award
Agreement, including, without limitation, the timing or circumstances of the issuance or transfer
of Shares to the Participant hereunder, to the extent such modification is determined by the
Company to be necessary to comply with applicable law or preserve the intended deferral of
income recognition with respect to the PSUs until the issuance or transfer of Shares hereunder.
22.Signature in Counterparts; Electronic Acceptance. This Award Agreement may
be signed in counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. Alternatively, this Award
Agreement may be granted to and accepted by the Participant electronically (including, without
limitation, via DocuSign or through the Morgan Stanley website).
23.Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to current or future participation in the Plan by electronic means. The
Participant hereby consents to receive such documents by electronic delivery and agrees to
participate in the Plan through an on-line or electronic system established and maintained by the
Company or a third party designated by the Company.
24.Compliance with Law. Notwithstanding any other provision of this Award
Agreement, unless there is an available exemption from any registration, qualification or other
legal requirement applicable to the Shares, the Company shall not be required to deliver any
Shares issuable upon settlement of the PSUs prior to the completion of any registration or
qualification of the Shares under any local, state, federal or foreign securities or exchange control
law or under rulings or regulations of the SEC or of any other governmental regulatory body, or
prior to obtaining any approval or other clearance from any local, state, federal or foreign
governmental agency, which registration, qualification or approval the Company shall, in its
absolute discretion, deem necessary or advisable. The Participant understands that the Company
is under no obligation to register or qualify the Shares with the SEC or any state or foreign
securities commission or to seek approval or clearance from any governmental authority for the
issuance or sale of the Shares. Further, the Participant agrees that the Company shall have
unilateral authority to amend the Plan and the Award Agreement without the Participant’s
consent to the extent necessary to comply with securities or other laws applicable to issuance of
Shares.
11
25.Language. The Participant acknowledges that he or she is sufficiently proficient
in English, or has consulted with an advisor who is sufficiently proficient in English, so as to
allow the Participant to understand the terms and conditions of this Award Agreement.
Furthermore, if the Participant has received this Award Agreement or any other document related
to the Plan translated into a language other than English and if the meaning of the translated
version is different than the English version, the English version will control, unless otherwise
required by applicable law.
26.Severability. The provisions of this Award Agreement are severable and if any
one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in
part, the remaining provisions shall nevertheless be binding and enforceable.
27.Appendix. Notwithstanding any provisions in this Award Agreement, the PSUs
granted herein shall be subject to any additional terms and conditions set forth in each Appendix
to this Award Agreement for the Participant’s country. Moreover, if the Participant relocates to
another country, any additional terms and conditions for such country will apply to the
Participant, to the extent the Company determines that the application of such terms and
conditions is necessary or advisable for legal or administrative reasons. Each Appendix hereto
constitutes part of this Award Agreement.
28.Imposition of Other Requirements. The Company reserves the right to impose
other requirements on the Participant’s participation in the Plan, on the PSUs and on any Shares
acquired under the Plan, to the extent the Company determines it is necessary or advisable for
legal or administrative reasons, and to require the Participant to sign any additional agreements
or undertakings that may be necessary to accomplish the foregoing.
29.Waiver. The Participant acknowledges that a waiver by the Company of breach
of any provision of this Award Agreement shall not operate or be construed as a waiver of any
other provision of this Award Agreement, or of any subsequent breach by the Participant or any
other participant.
30.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges
that, depending on his or her country of residence, or broker’s country of residence, or where the
Shares are listed, Participant may be subject to insider trading restrictions and/or market abuse
laws, which may affect the Participant’s ability to directly or indirectly, accept, acquire, sell, or
attempt to sell or otherwise dispose of Shares or rights to Shares (e.g., PSUs) under the Plan
during such times as Participant is considered to have “inside information” regarding the
Company (as defined by the laws or regulations in applicable jurisdictions or Participant’s
country). Local insider trading laws and regulations may prohibit the cancellation or amendment
of orders placed by the Participant before possessing inside information. Furthermore, the
Participant understands that he or she may be prohibited from (i) disclosing the inside
information to any third party, including fellow employees (other than on a “need to know”
basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any
restrictions under these laws or regulations are separate from and in addition to any restrictions
that may be imposed under any applicable Company insider trading policy. The Participant
12
acknowledges that it is his or her responsibility to comply with any applicable restrictions, and
the Participant should speak to his or her personal advisor on this matter.
31.Foreign Asset/Account Reporting. The Participant’s country of residence may
have certain foreign asset and/or account reporting requirements which may affect his or her
ability to acquire or hold PSUs under the Plan or cash received from participating in the Plan
(including sales proceeds arising from the sale of Shares) in a brokerage or bank account outside
the Participant’s country. The Participant may be required to report such amounts, assets or
transactions to the tax or other authorities in his or her country. The Participant also may be
required to repatriate sale proceeds or other funds received as a result of participation in the Plan
to the Participant’s country through a designated broker or bank within a certain time after
receipt. The Participant is responsible for ensuring compliance with such regulations and should
speak with his or her personal legal advisor regarding this matter.
[Signature Page Follows]
13
IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement.
THE CARLYLE GROUP INC.
By:____________________________________
Name:
Title:
PARTICIPANT
By: ____________________________________
Name:
[Signature Page to PSU Award Agreement]
APPENDIX B
PERFORMANCE AND VESTING TERMS
The PSUs granted pursuant to this Award Agreement shall be eligible to become earned and to
vest pursuant to the terms described in this Appendix B.
Determination of Earned PSUs
Framework
The PSUs shall be eligible to be earned, subject to the terms of the Award Agreement, based on
the achievement of the performance conditions described below. The Award shall be divided
into five Tranches as follows:
“First Tranche” means one-third (1/3) of the total number of PSUs subject to the Award, which
PSUs shall be earned upon achievement of the First Stock Price Hurdle.
“Second Tranche” means one-third (1/3) of the total number of PSUs subject to the Award,
which PSUs shall be earned upon achievement of the Second Stock Price Hurdle.
“Third Tranche” means one-third (1/3) of the total number of PSUs subject to the Award,
which PSUs shall be earned upon achievement of the Third Stock Price Hurdle.
Each of the First Tranche, the Second Tranche, and the Third Tranche, shall be earned upon the
attainment of an Average Closing Stock Price equal to the corresponding Stock Price Hurdle set
forth below.
Stock Price Hurdles
Tranche | Stock Price Hurdle |
First Tranche | 120% of Beginning Stock Price ($[__]) (“First Stock Price Hurdle”) |
Second Tranche | 140% of Beginning Stock Price ($[__]) (“Second Stock Price Hurdle”) |
Third Tranche | 160% of Beginning Stock Price ($[__]) (“Third Stock |
Once a Stock Price Hurdle is achieved, each lower Stock Price Hurdle will be deemed to have
been achieved even if an Average Closing Stock Price equal to the lower Stock Price Hurdle has
not independently occurred. Except as otherwise expressly provided in connection with a
Change in Control (as described below), there will be no linear interpolation in measuring
achievement of the Stock Price Hurdles and each Tranche shall therefore be earned in full or not
15
at all. For purposes of illustration and without limitation, if the First Stock Price Hurdle has not
been achieved as of the date on which the Average Closing Stock Price equals the Second Stock
Price Hurdle, then as of such date, both the First Tranche and the Second Tranche shall become
earned.
Except as otherwise set forth in the Award Agreement, any Earned Tranches will only be eligible
to vest on the Applicable Vesting Date.
Any Tranche that has not become an Earned Tranche as of the last day of the Performance Period
shall be canceled immediately and the Participant shall automatically forfeit all rights with
respect to such PSUs as of the last day of the Performance Period.
Change in Control
As used in this section, “Change in Control” shall mean a transaction described in Section 2(g)(i)
of the Plan, as in effect on the Date of Grant. Upon the occurrence of a Change in Control
during the Performance Period, the Performance Period shall be truncated and shall end on the
CIC Measurement Date and the applicable performance conditions shall be measured as follows:
For each Tranche that has not become an Earned Tranche prior to the Change in Control, the
corresponding Stock Price Hurdle shall be measured as of the CIC Measurement Date based on
the CIC Price (rather than based on the Average Closing Stock Price). If the CIC Price is
between two Stock Price Hurdles, the higher Stock Price Hurdle shall be deemed achieved in
part based on linear interpolation between the two Stock Price Hurdles, and a corresponding
portion of the associated Tranche shall become an Earned Tranche. For purposes of illustration
and without limitation, if the CIC Price is halfway between the Second Stock Price Hurdle and
the Third Stock Price Hurdle, then fifty percent (50%) of the Third Tranche will become an
Earned Tranche. Any whole or partial Tranche for which the Stock Price Hurdle is not achieved
as of the CIC Measurement Date shall be canceled immediately and the Participant shall
automatically forfeit all rights with respect to such PSUs as of the date of the Change in Control.
Any Tranche that becomes an Earned Tranche as of the CIC Measurement Date shall remain
outstanding and subject to the Services-based vesting requirement set forth below.
Vesting Schedule
Earned Tranches shall vest on the Applicable Vesting Date set forth below, subject to the
Participant’s continued Services with the Company and its Affiliates through the Applicable
Vesting Date. If the Participant’s Services with the Company and its Affiliates terminate for any
reason prior to the last Applicable Vesting Date, then, except as otherwise expressly provided in
the Award Agreement, the then-outstanding Tranches shall be forfeited.
For the avoidance of doubt, the below Services-based vesting conditions shall continue following
a Change in Control that occurs while the Participant is providing Services.
16
Tranche | Applicable Vesting Date |
First Tranche | Later of (i) the first anniversary of the Date of Grant and (ii) the next Regular Vesting Date after the First Stock Price Hurdle is achieved, subject to the Participant’s continued Services through such date. |
Second Tranche | Later of (i) the second anniversary of the Date of Grant and (ii) the next Regular Vesting Date after the Second Stock Price Hurdle is achieved, subject to the Participant’s continued Services through such date. |
Third Tranche | The third anniversary of the Date of Grant, subject to the Participant’s continued Services through such date. |
Certain Defined Terms
“Applicable Vesting Date” has the meaning set forth in the chart under “Vesting Schedule” of
this Appendix B.
“Average Closing Stock Price” means the average closing price of a Share on The Nasdaq
Global Select Market over any consecutive period of thirty (30) trading days that both begins and
ends during the Performance Period.
“Beginning Stock Price” means $[__], which is the average closing price of a Share on The
Nasdaq Global Select Market during the period of thirty (30) consecutive trading days ending on,
and including, the last trading day immediately preceding the Date of Grant.
“CIC Measurement Date” means the second to last trading day immediately preceding the date
on which a Change in Control occurs.
“CIC Price” means the value of the consideration paid for each Share in the Change in Control
transaction, with the value of any non-cash consideration determined by the Committee in its
discretion.
“Regular Vesting Date” means each of February [__], May 1, August 1, and November 1 of
each calendar year.
“Stock Price Hurdle” means each of the First Stock Price Hurdle, the Second Stock Price
Hurdle, and the Third Stock Price Hurdle.
“Tranche” means each of the First Tranche, the Second Tranche, and the Third Tranche.
17
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 March 31, 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 March 31, 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
Exhibit 22
Exhibit 31.1
I, Harvey M. Schwartz, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 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: May 7, 2024 |
/s/ Harvey M. Schwartz |
Harvey M. Schwartz |
Chief Executive Officer |
The Carlyle Group Inc. |
(Principal Executive Officer) |
Exhibit 31.2
I, John C. Redett, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 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: May 7, 2024 |
/s/ John C. Redett |
John C. Redett |
Chief Financial Officer |
The Carlyle Group Inc. |
(Principal Financial Officer) |
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
March 31, 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: May 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. |
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
March 31, 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: May 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. |