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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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45-2832612
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Item 1.
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Unaudited Condensed Consolidated Financial Statements – March 31, 2016 and 2015:
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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(a)
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for substantially all carry funds and certain co-investment vehicles where the original investment period has not expired, and for Metropolitan fund of funds vehicles during the weighted-average investment period of the underlying funds, the amount of limited partner capital commitments, and for AlpInvest fund of funds vehicles, the amount of external investor capital commitments during the commitment fee period, and for the NGP management
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(b)
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for substantially all carry funds and certain co-investment vehicles where the original investment period has expired and for Metropolitan fund of funds vehicles after the expiration of the weighted-average investment period of the underlying funds, the remaining amount of limited partner invested capital at cost, and for the NGP management fee funds and certain carry funds advised by NGP where the first investment has been realized, the amount of partner commitments less realized and written-off investments
;
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(c)
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the amount of aggregate fee-earning collateral balance at par of our collateralized loan obligations (“CLOs”), as defined in the fund indentures (typically exclusive of equities and defaulted positions) as of the quarterly cut-off date for each CLO, and the aggregate principal amount of the notes of our other structured products
;
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(d)
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the net asset value of our mutual fund and the external investor portion of the net asset value (pre-redemptions and subscriptions) of our long/short credit funds, emerging markets, multi-product macroeconomic, fund of hedge funds vehicles and other hedge funds
;
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(e)
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the gross assets (including assets acquired with leverage), excluding cash and cash equivalents of our business development companies and certain carry funds
; and
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(f)
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for AlpInvest fund of funds vehicles where the commitment fee period has expired, and certain carry funds where the investment period has expired, the lower of cost or fair value of invested capital
.
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(a)
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the fair value of the capital invested in Carlyle carry funds, co-investment vehicles, NGP management fee funds and fund of funds vehicles 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
;
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(b)
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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)
;
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(c)
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the net asset value (pre-redemptions and subscriptions) of our long/short credit, emerging markets, multi-product macroeconomic, fund of hedge funds vehicles, mutual fund and other hedge funds
; and
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(d)
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the gross assets (including assets acquired with leverage) of our business development companies
.
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March 31,
2016 |
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December 31,
2015 |
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(Unaudited)
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Assets
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||||
Cash and cash equivalents
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$
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911.2
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$
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991.5
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Cash and cash equivalents held at Consolidated Funds
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140.3
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1,612.7
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Restricted cash
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13.0
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18.9
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Restricted cash and securities of Consolidated Funds
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—
|
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18.4
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Accrued performance fees
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3,061.1
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|
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2,988.6
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Investments
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1,011.3
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885.9
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Investments of Consolidated Funds
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2,681.8
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23,998.8
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Due from affiliates and other receivables, net
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198.0
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195.3
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Due from affiliates and other receivables of Consolidated Funds, net
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41.5
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765.3
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Receivables and inventory of a consolidated real estate VIE
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164.9
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143.6
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Fixed assets, net
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107.7
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110.9
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Deposits and other
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49.7
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49.0
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Other assets of a consolidated real estate VIE
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40.7
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47.6
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Intangible assets, net
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127.1
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135.7
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Deferred tax assets
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227.6
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219.4
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Total assets
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$
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8,775.9
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$
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32,181.6
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Liabilities and partners’ capital
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Debt obligations
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$
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1,256.6
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$
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1,135.7
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Loans payable of Consolidated Funds
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2,477.9
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17,064.7
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Loans payable of a consolidated real estate VIE at fair value (principal amount of $122.5 million and $125.6 million as of March 31, 2016 and December 31, 2015, respectively)
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73.5
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75.4
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Accounts payable, accrued expenses and other liabilities
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272.2
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463.8
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Accrued compensation and benefits
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1,830.7
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1,953.2
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Due to affiliates
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221.1
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245.9
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Deferred revenue
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218.5
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40.9
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Deferred tax liabilities
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110.7
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103.5
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Other liabilities of Consolidated Funds
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231.8
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1,838.6
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Other liabilities of a consolidated real estate VIE
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84.1
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84.4
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Accrued giveback obligations
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266.5
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252.0
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Total liabilities
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7,043.6
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23,258.1
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Commitments and contingencies
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Redeemable non-controlling interests in consolidated entities
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6.2
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2,845.9
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Partners’ capital (common units 81,040,289 and 80,408,702 issued and outstanding as of March 31, 2016 and December 31, 2015, respectively)
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488.3
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485.9
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Accumulated other comprehensive loss
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(85.7
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)
|
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(90.1
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)
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Partners’ capital appropriated for Consolidated Funds
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—
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120.8
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Non-controlling interests in consolidated entities
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262.0
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4,493.8
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Non-controlling interests in Carlyle Holdings
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1,061.5
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1,067.2
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Total partners’ capital
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1,726.1
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6,077.6
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Total liabilities and partners’ capital
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$
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8,775.9
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$
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32,181.6
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Three Months Ended
March 31, |
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2016
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2015
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Revenues
|
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Fund management fees
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$
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289.5
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$
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269.5
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Performance fees
|
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Realized
|
131.8
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|
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326.8
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Unrealized
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13.4
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246.2
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Total performance fees
|
145.2
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573.0
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Investment income (loss)
|
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Realized
|
12.6
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|
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8.9
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Unrealized
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(22.2
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)
|
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(2.1
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)
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Total investment income (loss)
|
(9.6
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)
|
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6.8
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Interest and other income
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4.7
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6.0
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Interest and other income of Consolidated Funds
|
28.9
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226.3
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Revenue of a consolidated real estate VIE
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24.4
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55.2
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Total revenues
|
483.1
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1,136.8
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Expenses
|
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Compensation and benefits
|
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Base compensation
|
166.3
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180.1
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Equity-based compensation
|
75.4
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|
89.9
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|
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Performance fee related
|
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Realized
|
61.6
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|
|
143.0
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Unrealized
|
7.9
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|
|
173.7
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Total compensation and benefits
|
311.2
|
|
|
586.7
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General, administrative and other expenses
|
82.3
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|
|
116.8
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Interest
|
15.3
|
|
|
14.6
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|
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Interest and other expenses of Consolidated Funds
|
23.4
|
|
|
237.8
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|
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Interest and other expenses of a consolidated real estate VIE
|
23.4
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|
70.0
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Other non-operating expenses
|
3.8
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1.1
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Total expenses
|
459.4
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1,027.0
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|
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Other income (loss)
|
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|
||||
Net investment gains (losses) of Consolidated Funds
|
(8.4
|
)
|
|
505.5
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Income before provision for income taxes
|
15.3
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615.3
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|
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Provision for income taxes
|
7.4
|
|
|
10.5
|
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Net income
|
7.9
|
|
|
604.8
|
|
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Net income (loss) attributable to non-controlling interests in consolidated entities
|
(2.3
|
)
|
|
439.1
|
|
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Net income attributable to Carlyle Holdings
|
10.2
|
|
|
165.7
|
|
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Net income attributable to non-controlling interests in Carlyle Holdings
|
1.8
|
|
|
126.2
|
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Net income attributable to The Carlyle Group L.P.
|
$
|
8.4
|
|
|
$
|
39.5
|
|
Net income attributable to The Carlyle Group L.P. per common unit (see Note 14)
|
|
|
|
||||
Basic
|
$
|
0.10
|
|
|
$
|
0.58
|
|
Diluted
|
$
|
0.01
|
|
|
$
|
0.54
|
|
Weighted-average common units
|
|
|
|
||||
Basic
|
80,885,060
|
|
|
67,684,674
|
|
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Diluted
|
299,949,767
|
|
|
72,347,771
|
|
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Distributions declared per common unit
|
$
|
0.29
|
|
|
$
|
1.61
|
|
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Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Net income
|
$
|
7.9
|
|
|
$
|
604.8
|
|
Other comprehensive income (loss)
|
|
|
|
||||
Foreign currency translation adjustments
|
19.0
|
|
|
(465.1
|
)
|
||
Cash flow hedges
|
|
|
|
||||
Reclassification adjustment for loss included in interest expense
|
0.6
|
|
|
0.5
|
|
||
Defined benefit plans
|
|
|
|
||||
Unrealized gain (loss) for the period
|
(0.2
|
)
|
|
2.6
|
|
||
Less: reclassification adjustment for loss during the period, included in base compensation expense
|
—
|
|
|
0.1
|
|
||
Other comprehensive income (loss)
|
19.4
|
|
|
(461.9
|
)
|
||
Comprehensive income
|
27.3
|
|
|
142.9
|
|
||
Comprehensive loss attributable to partners’ capital appropriated for Consolidated Funds
|
—
|
|
|
57.6
|
|
||
Comprehensive (income) loss attributable to non-controlling interests in consolidated entities
|
4.9
|
|
|
(61.4
|
)
|
||
Comprehensive income attributable to redeemable non-controlling interests in consolidated entities
|
(0.1
|
)
|
|
(76.5
|
)
|
||
Comprehensive income attributable to Carlyle Holdings
|
32.1
|
|
|
62.6
|
|
||
Comprehensive income attributable to non-controlling interests in Carlyle Holdings
|
(18.1
|
)
|
|
(30.5
|
)
|
||
Comprehensive income attributable to The Carlyle Group L.P.
|
$
|
14.0
|
|
|
$
|
32.1
|
|
|
Common
Units
|
|
Partners’
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Partners’
Capital
Appropriated for
Consolidated
Funds
|
|
Non-controlling Interests in Consolidated Entities
|
|
Non-
controlling
Interests in
Carlyle
Holdings
|
|
Total
Partners’
Capital
|
|
Redeemable
Non-controlling
Interests in
Consolidated
Entities
|
|||||||||||||||
Balance at December 31, 2015
|
80.4
|
|
|
$
|
485.9
|
|
|
$
|
(90.1
|
)
|
|
$
|
120.8
|
|
|
$
|
4,493.8
|
|
|
$
|
1,067.2
|
|
|
$
|
6,077.6
|
|
|
$
|
2,845.9
|
|
Reallocation of ownership interests in Carlyle Holdings
|
0.2
|
|
|
2.0
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|||||||
Units repurchased
|
(0.3
|
)
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
(6.1
|
)
|
|
—
|
|
|||||||
Equity-based compensation
|
—
|
|
|
20.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63.6
|
|
|
84.5
|
|
|
—
|
|
|||||||
Net delivery of vested common units
|
0.7
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|||||||
Distributions
|
—
|
|
|
(23.6
|
)
|
|
—
|
|
|
—
|
|
|
(22.4
|
)
|
|
(85.1
|
)
|
|
(131.1
|
)
|
|
(1.5
|
)
|
|||||||
Net income (loss)
|
—
|
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
1.8
|
|
|
7.8
|
|
|
0.1
|
|
|||||||
Deconsolidation of Consolidated Funds upon adoption of ASU 2015-02 and the impact of adoption of ASU 2014-13 (see Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(120.8
|
)
|
|
(4,208.8
|
)
|
|
—
|
|
|
(4,329.6
|
)
|
|
(2,838.3
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
(2.5
|
)
|
|
16.0
|
|
|
19.0
|
|
|
—
|
|
|||||||
Defined benefit plans, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|||||||
Change in fair value of cash flow hedge instruments
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.6
|
|
|
—
|
|
|||||||
Balance at March 31, 2016
|
81.0
|
|
|
$
|
488.3
|
|
|
$
|
(85.7
|
)
|
|
$
|
—
|
|
|
$
|
262.0
|
|
|
$
|
1,061.5
|
|
|
$
|
1,726.1
|
|
|
$
|
6.2
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
7.9
|
|
|
$
|
604.8
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
17.8
|
|
|
39.9
|
|
||
Equity-based compensation
|
75.4
|
|
|
89.9
|
|
||
Excess tax benefits related to equity-based compensation
|
0.7
|
|
|
(0.5
|
)
|
||
Non-cash performance fees
|
(7.4
|
)
|
|
(275.7
|
)
|
||
Other non-cash amounts
|
(2.3
|
)
|
|
23.8
|
|
||
Consolidated Funds related:
|
|
|
|
||||
Realized/unrealized gain (loss) on investments of Consolidated Funds
|
67.8
|
|
|
(576.4
|
)
|
||
Realized/unrealized (gain) loss from loans payable of Consolidated Funds
|
(59.4
|
)
|
|
48.8
|
|
||
Purchases of investments by Consolidated Funds
|
(320.9
|
)
|
|
(2,139.0
|
)
|
||
Proceeds from sale and settlements of investments by Consolidated Funds
|
177.7
|
|
|
1,992.4
|
|
||
Non-cash interest income, net
|
(0.7
|
)
|
|
(4.0
|
)
|
||
Change in cash and cash equivalents held at Consolidated Funds
|
277.4
|
|
|
778.1
|
|
||
Change in other receivables held at Consolidated Funds
|
(9.0
|
)
|
|
367.2
|
|
||
Change in other liabilities held at Consolidated Funds
|
(154.5
|
)
|
|
208.1
|
|
||
Investment (income) loss
|
10.3
|
|
|
(3.7
|
)
|
||
Purchases of investments
|
(22.1
|
)
|
|
(20.1
|
)
|
||
Proceeds from the sale of investments and trading securities
|
62.3
|
|
|
271.4
|
|
||
Payments of contingent consideration
|
(75.6
|
)
|
|
(3.3
|
)
|
||
Changes in deferred taxes, net
|
(5.3
|
)
|
|
(0.3
|
)
|
||
Change in due from affiliates and other receivables
|
3.7
|
|
|
(7.8
|
)
|
||
Change in receivables and inventory of a consolidated real estate VIE
|
(21.9
|
)
|
|
(34.4
|
)
|
||
Change in deposits and other
|
(1.3
|
)
|
|
(6.3
|
)
|
||
Change in other assets of a consolidated real estate VIE
|
8.6
|
|
|
15.8
|
|
||
Change in accounts payable, accrued expenses and other liabilities
|
(24.5
|
)
|
|
(33.1
|
)
|
||
Change in accrued compensation and benefits
|
(143.6
|
)
|
|
(11.4
|
)
|
||
Change in due to affiliates
|
(22.8
|
)
|
|
12.0
|
|
||
Change in other liabilities of a consolidated real estate VIE
|
6.2
|
|
|
31.9
|
|
||
Change in deferred revenue
|
175.2
|
|
|
106.9
|
|
||
Net cash provided by operating activities
|
19.7
|
|
|
1,475.0
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Change in restricted cash
|
5.7
|
|
|
18.3
|
|
||
Purchases of fixed assets, net
|
(4.2
|
)
|
|
(17.4
|
)
|
||
Net cash provided by investing activities
|
1.5
|
|
|
0.9
|
|
||
Cash flows from financing activities
|
|
|
|
||||
Net payments on loans payable of a consolidated real estate VIE
|
(9.4
|
)
|
|
(11.1
|
)
|
||
Net borrowings on loans payable of Consolidated Funds
|
7.6
|
|
|
402.2
|
|
||
Payments of contingent consideration
|
(0.3
|
)
|
|
(0.5
|
)
|
||
Excess tax benefits related to equity-based compensation
|
(0.7
|
)
|
|
0.5
|
|
||
Distributions to common unitholders
|
(23.6
|
)
|
|
(110.9
|
)
|
||
Distributions to non-controlling interest holders in Carlyle Holdings
|
(85.1
|
)
|
|
(403.6
|
)
|
||
Contributions from non-controlling interest holders
|
4.3
|
|
|
752.2
|
|
||
Distributions to non-controlling interest holders
|
(23.9
|
)
|
|
(1,268.4
|
)
|
||
Units repurchased
|
(6.1
|
)
|
|
—
|
|
||
Change in due to/from affiliates financing activities
|
14.4
|
|
|
(5.2
|
)
|
||
Change in due to/from affiliates and other receivables of Consolidated Funds
|
—
|
|
|
(962.2
|
)
|
||
Net cash used in financing activities
|
(122.8
|
)
|
|
(1,607.0
|
)
|
||
Effect of foreign exchange rate changes
|
21.3
|
|
|
(86.1
|
)
|
||
Decrease in cash and cash equivalents
|
(80.3
|
)
|
|
(217.2
|
)
|
||
Cash and cash equivalents, beginning of period
|
991.5
|
|
|
1,242.0
|
|
||
Cash and cash equivalents, end of period
|
$
|
911.2
|
|
|
$
|
1,024.8
|
|
Supplemental non-cash disclosures
|
|
|
|
||||
Net increase in partners’ capital and accumulated other comprehensive income related to reallocation of ownership interest in Carlyle Holdings
|
$
|
0.7
|
|
|
$
|
9.2
|
|
Initial consolidation of Consolidated Funds
|
$
|
—
|
|
|
$
|
36.0
|
|
Net asset impact of deconsolidation of Consolidated Funds
|
$
|
(7,167.9
|
)
|
|
$
|
—
|
|
Tax effect from acquisition of Carlyle Holdings partnership units:
|
|
|
|
||||
Deferred tax asset
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
Tax receivable agreement liability
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Investments
|
$
|
624.5
|
|
|
$
|
466.8
|
|
Due from affiliates, net
|
3.7
|
|
|
19.4
|
|
||
Maximum Exposure to Loss
|
$
|
628.2
|
|
|
$
|
486.2
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Unrealized losses on cash flow hedge instruments
|
$
|
(0.4
|
)
|
|
$
|
(0.5
|
)
|
Currency translation adjustments
|
(83.6
|
)
|
|
(87.9
|
)
|
||
Unrealized losses on defined benefit plans
|
(1.7
|
)
|
|
(1.7
|
)
|
||
Total
|
$
|
(85.7
|
)
|
|
$
|
(90.1
|
)
|
(Dollars in millions)
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investments of Consolidated Funds:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.5
|
|
|
$
|
11.5
|
|
Bonds
|
—
|
|
|
—
|
|
|
331.9
|
|
|
331.9
|
|
||||
Loans
|
—
|
|
|
—
|
|
|
2,263.9
|
|
|
2,263.9
|
|
||||
Partnership and LLC interests
|
—
|
|
|
—
|
|
|
74.3
|
|
|
74.3
|
|
||||
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
||||
|
—
|
|
|
—
|
|
|
2,681.8
|
|
|
2,681.8
|
|
||||
Investments in CLOs and other
|
—
|
|
|
—
|
|
|
124.2
|
|
|
124.2
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,806.0
|
|
|
$
|
2,806.0
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Loans payable of Consolidated Funds
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,459.0
|
|
|
$
|
2,459.0
|
|
Contingent consideration
(2)
|
—
|
|
|
—
|
|
|
24.3
|
|
|
24.3
|
|
||||
Loans payable of a consolidated real estate VIE
|
—
|
|
|
—
|
|
|
73.5
|
|
|
73.5
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
15.2
|
|
|
—
|
|
|
15.2
|
|
||||
Total
|
$
|
—
|
|
|
$
|
15.2
|
|
|
$
|
2,556.8
|
|
|
$
|
2,572.0
|
|
(1)
|
Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets, less (i) the fair value of any beneficial interests held by the Partnership and (ii) the carrying value of any beneficial interests that represent compensation for services.
|
(2)
|
Related to contingent cash and equity consideration associated with the Partnership's acquisitions, excluding employment-based contingent consideration (see Note 8).
|
(Dollars in millions)
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investments of Consolidated Funds:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
254.6
|
|
|
$
|
311.8
|
|
|
$
|
575.3
|
|
|
$
|
1,141.7
|
|
Bonds
|
—
|
|
|
—
|
|
|
1,180.9
|
|
|
1,180.9
|
|
||||
Loans
|
—
|
|
|
—
|
|
|
15,686.7
|
|
|
15,686.7
|
|
||||
Partnership and LLC interests
(1)
|
—
|
|
|
—
|
|
|
59.6
|
|
|
3,143.3
|
|
||||
Hedge funds
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,841.2
|
|
||||
Other
|
—
|
|
|
—
|
|
|
5.0
|
|
|
5.0
|
|
||||
|
254.6
|
|
|
311.8
|
|
|
17,507.5
|
|
|
23,998.8
|
|
||||
Trading securities
|
—
|
|
|
—
|
|
|
1.4
|
|
|
1.4
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
||||
Restricted securities of Consolidated Funds
|
7.9
|
|
|
—
|
|
|
8.7
|
|
|
16.6
|
|
||||
Total
|
$
|
262.5
|
|
|
$
|
313.5
|
|
|
$
|
17,517.6
|
|
|
$
|
24,018.5
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Loans payable of Consolidated Funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,046.7
|
|
|
$
|
17,046.7
|
|
Derivative instruments of the CLOs
|
—
|
|
|
—
|
|
|
29.1
|
|
|
29.1
|
|
||||
Contingent consideration
(2)
|
—
|
|
|
—
|
|
|
20.8
|
|
|
20.8
|
|
||||
Loans payable of a consolidated real estate VIE
|
—
|
|
|
—
|
|
|
75.4
|
|
|
75.4
|
|
||||
Interest rate swaps
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
||||
Total
|
$
|
—
|
|
|
$
|
3.7
|
|
|
$
|
17,172.0
|
|
|
$
|
17,175.7
|
|
(1)
|
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated balance sheets.
|
(2)
|
Related to contingent cash and equity consideration associated with the Partnership's acquisitions, excluding employment-based contingent consideration (see Note 8).
|
|
Financial Assets
|
||||||||||||||||||||||||||||||
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||||||||||||
|
Investments of Consolidated Funds
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Equity
securities |
|
Bonds
|
|
Loans
|
|
Partnership
and LLC interests (2) |
|
Other
|
|
Investments in CLOs and other
|
|
Restricted
securities of Consolidated Funds |
Total
|
|||||||||||||||||
Balance, beginning of period
|
$
|
575.3
|
|
|
$
|
1,180.9
|
|
|
$
|
15,686.7
|
|
|
$
|
59.6
|
|
|
$
|
5.0
|
|
|
$
|
1.4
|
|
|
$
|
8.7
|
|
|
$
|
17,517.6
|
|
Deconsolidation of funds
(1)
|
(562.1
|
)
|
|
(890.7
|
)
|
|
(13,506.9
|
)
|
|
—
|
|
|
(5.0
|
)
|
|
123.8
|
|
|
(8.7
|
)
|
|
(14,849.6
|
)
|
||||||||
Purchases
|
8.9
|
|
|
47.9
|
|
|
251.8
|
|
|
12.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321.0
|
|
||||||||
Sales and distributions
|
(5.1
|
)
|
|
(12.5
|
)
|
|
(59.3
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(79.5
|
)
|
||||||||
Settlements
|
—
|
|
|
—
|
|
|
(100.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100.7
|
)
|
||||||||
Realized and unrealized
gains (losses), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Included in earnings
|
(6.0
|
)
|
|
(8.0
|
)
|
|
(61.7
|
)
|
|
2.3
|
|
|
0.2
|
|
|
4.0
|
|
|
—
|
|
|
(69.2
|
)
|
||||||||
Included in other comprehensive income
|
0.5
|
|
|
14.3
|
|
|
54.0
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
66.4
|
|
||||||||
Balance, end of period
|
$
|
11.5
|
|
|
$
|
331.9
|
|
|
$
|
2,263.9
|
|
|
$
|
74.3
|
|
|
$
|
0.2
|
|
|
$
|
124.2
|
|
|
$
|
—
|
|
|
$
|
2,806.0
|
|
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date
|
$
|
(5.7
|
)
|
|
$
|
(8.0
|
)
|
|
$
|
(60.1
|
)
|
|
$
|
2.3
|
|
|
$
|
0.3
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
(67.2
|
)
|
|
Financial Assets
|
||||||||||||||||||||||||||||||
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||||||||||||
|
Investments of Consolidated Funds
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Equity
securities |
|
Bonds
|
|
Loans
|
|
Partnership
and LLC interests (2) |
|
Other
|
|
Trading
securities and other |
|
Restricted securities of Consolidated Funds
|
|
Total
|
||||||||||||||||
Balance, beginning of period
|
$
|
1,968.5
|
|
|
$
|
1,235.8
|
|
|
$
|
15,084.9
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
3.3
|
|
|
$
|
8.6
|
|
|
$
|
18,302.6
|
|
Purchases
|
12.7
|
|
|
93.4
|
|
|
1,628.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
|
1,738.2
|
|
||||||||
Sales
|
(599.6
|
)
|
|
(68.5
|
)
|
|
(343.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,011.3
|
)
|
||||||||
Settlements
|
—
|
|
|
—
|
|
|
(440.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(440.9
|
)
|
||||||||
Realized and unrealized gains (losses), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Included in earnings
|
188.3
|
|
|
11.9
|
|
|
32.8
|
|
|
—
|
|
|
2.0
|
|
|
(1.1
|
)
|
|
0.1
|
|
|
234.0
|
|
||||||||
Included in other comprehensive income
|
(176.6
|
)
|
|
(123.3
|
)
|
|
(522.4
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(822.5
|
)
|
||||||||
Balance, end of period
|
$
|
1,393.3
|
|
|
$
|
1,149.3
|
|
|
$
|
15,439.4
|
|
|
$
|
—
|
|
|
$
|
3.3
|
|
|
$
|
2.2
|
|
|
$
|
12.6
|
|
|
$
|
18,000.1
|
|
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date
|
$
|
(90.2
|
)
|
|
$
|
11.1
|
|
|
$
|
39.8
|
|
|
$
|
—
|
|
|
$
|
(11.8
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
0.1
|
|
|
$
|
(52.1
|
)
|
(1)
|
As a result of the adoption of ASU 2015-2 and the deconsolidation of certain CLOs on January 1, 2016, $
123.8 million
of investments that the Partnership held in those CLOs are no longer eliminated in consolidation and are now included in investments in CLOs and other for the three months ended March 31, 2016.
|
(2)
|
As a result of the retrospective adoption of ASU 2015-7, the beginning balance of Partnership and LLC interests that are measured at fair value using the NAV per share practical expedient have been revised to reflect their exclusion from the fair value hierarchy.
|
|
Financial Liabilities
|
||||||||||||||||||
|
Three Months Ended March 31, 2016
|
||||||||||||||||||
|
Loans Payable
of Consolidated Funds |
|
Derivative
Instruments of Consolidated Funds |
|
Contingent
Consideration |
|
Loans Payable of
a consolidated real estate VIE |
|
Total
|
||||||||||
Balance, beginning of period
|
$
|
17,046.7
|
|
|
$
|
29.1
|
|
|
$
|
20.8
|
|
|
$
|
75.4
|
|
|
$
|
17,172.0
|
|
Deconsolidation of funds
|
(14,600.3
|
)
|
|
(29.0
|
)
|
|
—
|
|
|
—
|
|
|
(14,629.3
|
)
|
|||||
Borrowings
|
12.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
|||||
Paydowns
|
(5.1
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(9.4
|
)
|
|
(14.8
|
)
|
|||||
Realized and unrealized (gains) losses, net
|
|
|
|
|
|
|
|
|
|
||||||||||
Included in earnings
|
(59.3
|
)
|
|
(0.1
|
)
|
|
3.8
|
|
|
7.1
|
|
|
(48.5
|
)
|
|||||
Included in other comprehensive income
|
64.3
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
64.7
|
|
|||||
Balance, end of period
|
$
|
2,459.0
|
|
|
$
|
—
|
|
|
$
|
24.3
|
|
|
$
|
73.5
|
|
|
$
|
2,556.8
|
|
Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date
|
$
|
(70.5
|
)
|
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$
|
7.1
|
|
|
$
|
(59.6
|
)
|
|
Financial Liabilities
|
||||||||||||||||||
|
Three Months Ended March 31, 2015
|
||||||||||||||||||
|
Loans Payable
of Consolidated Funds |
|
Derivative
Instruments of Consolidated Funds |
|
Contingent
Consideration |
|
Loans Payable of a consolidated real estate VIE
|
|
Total
|
||||||||||
Balance, beginning of period
|
$
|
16,052.2
|
|
|
$
|
17.2
|
|
|
$
|
51.1
|
|
|
$
|
146.2
|
|
|
$
|
16,266.7
|
|
Initial consolidation of funds
|
664.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
664.4
|
|
|||||
Borrowings
|
939.3
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
|
947.1
|
|
|||||
Paydowns
|
(538.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(18.9
|
)
|
|
(557.9
|
)
|
|||||
Sales
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||||
Realized and unrealized (gains) losses, net
|
|
|
|
|
|
|
|
|
|
||||||||||
Included in earnings
|
55.8
|
|
|
9.0
|
|
|
0.7
|
|
|
13.0
|
|
|
78.5
|
|
|||||
Included in other comprehensive income
|
(618.6
|
)
|
|
2.0
|
|
|
—
|
|
|
(8.5
|
)
|
|
(625.1
|
)
|
|||||
Balance, end of period
|
$
|
16,554.6
|
|
|
$
|
27.4
|
|
|
$
|
51.3
|
|
|
$
|
139.6
|
|
|
$
|
16,772.9
|
|
Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date
|
$
|
46.4
|
|
|
$
|
(13.9
|
)
|
|
$
|
0.7
|
|
|
$
|
13.0
|
|
|
$
|
46.2
|
|
|
Fair Value at
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range
(Weighted Average) |
||
(Dollars in millions)
|
March 31, 2016
|
|
|
|
|||||
Assets
|
|
|
|
|
|
|
|
||
Investments of Consolidated Funds:
|
|
|
|
|
|
|
|
||
Equity securities
|
11.5
|
|
|
Discounted Cash Flow
|
|
Discount Rates
|
|
9% - 12% (10%)
|
|
|
|
|
|
|
Exit Cap Rate
|
|
7% - 10% (8%)
|
||
|
|
|
|
|
|
|
|
||
Bonds
|
331.9
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
76 - 112 (96)
|
|
Loans
|
2,263.9
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
9 - 101 (94)
|
|
Partnership and LLC interests
|
74.3
|
|
|
Discounted Cash Flow
|
|
Discount Rates
|
|
8% - 10% (9%)
|
|
|
|
|
|
|
Exit Cap Rates
|
|
5% - 6% (5%)
|
||
Other
|
0.2
|
|
|
Counterparty Pricing
|
|
Indicative Quotes
(% of Notional Amount) |
|
6 - 6 (6)
|
|
|
2,681.8
|
|
|
|
|
|
|
|
|
Investments in CLOs and other:
|
|
|
|
|
|
|
|
||
Senior secured notes
|
97.4
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rates
|
|
1% - 13% (3%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 5% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
58% - 78% (69%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
74 - 100 (96)
|
||
Subordinated notes and preferred shares
|
25.7
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rates
|
|
10% - 20% (16%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 5% (3%)
|
||
|
|
|
|
|
Recovery Rates
|
|
58% - 78% (65%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
8 - 8 (8)
|
||
Other
|
1.1
|
|
|
Comparable Multiple
|
|
LTM EBITDA Multiple
|
|
5.5x - 5.5x (5.5x)
|
|
Total
|
$
|
2,806.0
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||
Loans payable of Consolidated Funds:
|
|
|
|
|
|
|
|
||
Senior secured notes
(1)
|
$
|
2,360.0
|
|
|
Other
|
|
N/A
|
|
N/A
|
Subordinated notes and preferred shares
|
99.0
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rates
|
|
13% - 20% (16%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 5% (3%)
|
||
|
|
|
|
|
Recovery Rates
|
|
58% - 78% (66%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
35 - 75 (59)
|
||
Loans payable of a consolidated real estate VIE
|
73.5
|
|
|
Discounted Cash Flow
|
|
Discount to Expected Payment
|
|
10% - 50% (34%)
|
|
|
|
|
|
|
Discount Rate
|
|
21% - 31% (24%)
|
||
Contingent consideration
(2)
|
24.3
|
|
|
Discounted Cash Flow
|
|
Assumed % of Total Potential Contingent Payments
|
|
0% - 100% (9%)
|
|
|
|
|
|
|
Discount Rate
|
|
4% - 23% (10%)
|
||
Total
|
$
|
2,556.8
|
|
|
|
|
|
|
|
(1)
|
Beginning in January 1, 2016, CLO loan payables held by third party beneficial interest holders are measured on the basis of the fair value of the financial assets of the CLO and the beneficial interests held by the Partnership.
|
(2)
|
Related to contingent cash consideration associated with the Partnership's acquisitions (see Note 8).
|
|
Fair Value at
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range
(Weighted Average) |
||
(Dollars in millions)
|
December 31, 2015
|
|
|
|
|||||
Assets
|
|
|
|
|
|
|
|
||
Investments of Consolidated Funds:
|
|
|
|
|
|
|
|
||
Equity securities
|
$
|
556.0
|
|
|
Comparable Multiple
|
|
LTM EBITDA Multiple
|
|
1.0x - 20.4x (11.4x)
|
|
8.0
|
|
|
Discounted Cash Flow
|
|
Discount Rates
|
|
10% - 10% (10%)
|
|
|
5.2
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
|
6.1
|
|
|
Consensus Pricing
|
|
Indicative Quotes
($ per share) |
|
$0 - $647 ($0)
|
|
|
|
|
|
|
|
|
|
||
Bonds
|
1,180.9
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
30 - 112 (97)
|
|
Loans
|
15,673.3
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
28 - 102 (96)
|
|
|
13.4
|
|
|
Market Yield Analysis
|
|
Market Yield
|
|
5% - 16% (10%)
|
|
Partnership and LLC interests
|
59.6
|
|
|
Discounted Cash Flow
|
|
Discount Rates
|
|
8% - 10% (9%)
|
|
|
|
|
|
|
Exit Cap Rate
|
|
5% - 6% (5%)
|
||
Other
|
5.0
|
|
|
Counterparty Pricing
|
|
Indicative Quotes
(% of Notional Amount) |
|
1 - 22 (7)
|
|
|
17,507.5
|
|
|
|
|
|
|
|
|
Trading securities and other
|
1.4
|
|
|
Comparable Multiple
|
|
LTM EBITDA Multiple
|
|
5.8x - 5.8x (5.8x)
|
|
Restricted securities of Consolidated Funds
|
8.7
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
88 - 88 (88)
|
|
Total
|
$
|
17,517.6
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||
Loans payable of Consolidated Funds:
|
|
|
|
|
|
|
|
||
Senior secured notes
|
$
|
15,915.5
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rates
|
|
1% - 12% (3%)
|
|
|
|
|
|
Default Rates
|
|
1% - 5% (3%)
|
||
|
|
|
|
|
Recovery Rates
|
|
55% - 80% (63%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
38 - 102 (98)
|
||
Subordinated notes and preferred shares
|
1,112.4
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rates
|
|
9% - 16% (12%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 5% (3%)
|
||
|
|
|
|
|
Recovery Rates
|
|
55% - 80% (64%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
1 - 101 (55)
|
||
Combination notes
|
18.8
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
88 - 96 (94)
|
|
Loans payable of a consolidated real estate VIE
|
75.4
|
|
|
Discounted Cash Flow
|
|
Discount to Expected Payment
|
|
10% - 52% (35%)
|
|
|
|
|
|
|
Discount Rate
|
|
20% - 30% (23%)
|
||
Derivative instruments of Consolidated Funds
|
29.1
|
|
|
Counterparty Pricing
|
|
Indicative Quotes
(% of Notional Amount) |
|
3 - 34 (22)
|
|
Contingent consideration
(1)
|
20.8
|
|
|
Discounted Cash Flow
|
|
Assumed % of Total Potential Contingent Payments
|
|
0% - 100% (8%)
|
|
|
|
|
|
|
Discount Rate
|
|
4% - 22% (9%)
|
||
Total
|
$
|
17,172.0
|
|
|
|
|
|
|
|
(1)
|
Related to contingent cash consideration associated with the Partnership's acquisitions (see Note 8).
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
2,034.4
|
|
|
$
|
2,096.9
|
|
Global Market Strategies
|
63.1
|
|
|
78.3
|
|
||
Real Assets
|
415.6
|
|
|
313.6
|
|
||
Investment Solutions
|
548.0
|
|
|
499.8
|
|
||
Total
|
$
|
3,061.1
|
|
|
$
|
2,988.6
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
(48.7
|
)
|
|
$
|
(36.6
|
)
|
Real Assets
|
(217.8
|
)
|
|
(215.4
|
)
|
||
Total
|
$
|
(266.5
|
)
|
|
$
|
(252.0
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
27.5
|
|
|
$
|
513.3
|
|
Global Market Strategies
|
1.6
|
|
|
18.7
|
|
||
Real Assets
|
102.2
|
|
|
(8.5
|
)
|
||
Investment Solutions
|
13.9
|
|
|
49.5
|
|
||
Total
|
$
|
145.2
|
|
|
$
|
573.0
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Equity method investments, excluding accrued performance fees
|
$
|
887.1
|
|
|
$
|
876.6
|
|
Investments in CLOs and other
(1)
|
124.2
|
|
|
9.3
|
|
||
Total investments
|
$
|
1,011.3
|
|
|
$
|
885.9
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Management fees
|
$
|
20.7
|
|
|
$
|
14.3
|
|
Performance fees
|
—
|
|
|
(14.5
|
)
|
||
Investment loss
|
(1.5
|
)
|
|
(0.2
|
)
|
||
Expenses and amortization of basis differences
|
(17.4
|
)
|
|
(18.1
|
)
|
||
Net investment income (loss)
|
$
|
1.8
|
|
|
$
|
(18.5
|
)
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
254.1
|
|
|
$
|
254.5
|
|
Global Market Strategies
|
24.4
|
|
|
26.7
|
|
||
Real Assets
|
586.7
|
|
|
592.7
|
|
||
Investment Solutions
|
21.9
|
|
|
2.7
|
|
||
Total
|
$
|
887.1
|
|
|
$
|
876.6
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Income (loss) from equity investments
|
$
|
(6.4
|
)
|
|
$
|
9.4
|
|
Loss from investments in CLOs
|
(3.5
|
)
|
|
(2.6
|
)
|
||
Other investment income
|
0.3
|
|
|
—
|
|
||
Total
|
$
|
(9.6
|
)
|
|
$
|
6.8
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
(2.3
|
)
|
|
$
|
23.8
|
|
Global Market Strategies
|
(4.9
|
)
|
|
0.7
|
|
||
Real Assets
|
1.8
|
|
|
(15.7
|
)
|
||
Investment Solutions
|
(1.0
|
)
|
|
0.6
|
|
||
Total
|
$
|
(6.4
|
)
|
|
$
|
9.4
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Interest income from investments
|
$
|
27.7
|
|
|
$
|
208.4
|
|
Other income
|
1.2
|
|
|
17.9
|
|
||
Total
|
$
|
28.9
|
|
|
$
|
226.3
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Gains (losses) from investments of Consolidated Funds
|
$
|
(67.8
|
)
|
|
$
|
560.5
|
|
Gains (losses) from liabilities of CLOs
|
59.4
|
|
|
(55.5
|
)
|
||
Gains on other assets of CLOs
|
—
|
|
|
0.5
|
|
||
Total
|
$
|
(8.4
|
)
|
|
$
|
505.5
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Realized gains (losses)
|
$
|
(6.2
|
)
|
|
$
|
224.6
|
|
Net change in unrealized gains (losses)
|
(61.6
|
)
|
|
335.9
|
|
||
Total
|
$
|
(67.8
|
)
|
|
$
|
560.5
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Acquired contractual rights
|
$
|
833.5
|
|
|
$
|
830.4
|
|
Acquired trademarks
|
6.6
|
|
|
6.6
|
|
||
Accumulated amortization
|
(751.7
|
)
|
|
(739.6
|
)
|
||
Finite-lived intangible assets, net
|
88.4
|
|
|
97.4
|
|
||
Goodwill
|
38.7
|
|
|
38.3
|
|
||
Intangible assets, net
|
$
|
127.1
|
|
|
$
|
135.7
|
|
|
Global
Market Strategies |
|
Investment
Solutions |
|
Total
|
||||||
|
(Dollars in millions)
|
||||||||||
Balance as of December 31, 2015
|
$
|
28.0
|
|
|
$
|
10.3
|
|
|
$
|
38.3
|
|
Foreign currency translation
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|||
Balance as of March 31, 2016
|
$
|
28.0
|
|
|
$
|
10.7
|
|
|
$
|
38.7
|
|
2016
|
$
|
26.5
|
|
2017
|
31.9
|
|
|
2018
|
15.8
|
|
|
2019
|
5.7
|
|
|
2020
|
5.7
|
|
|
Thereafter
|
2.8
|
|
|
|
$
|
88.4
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||
|
Borrowing
Outstanding |
|
Carrying
Value |
|
Borrowing
Outstanding |
|
Carrying
Value |
||||||||
Senior Credit Facility Term Loan Due 5/05/2020
|
$
|
25.0
|
|
|
$
|
24.7
|
|
|
$
|
25.0
|
|
|
$
|
24.6
|
|
CLO Term Loan
(1)
|
14.3
|
|
|
14.3
|
|
|
13.7
|
|
|
13.7
|
|
||||
3.875% Senior Notes Due 2/01/2023
|
500.0
|
|
|
496.8
|
|
|
500.0
|
|
|
496.7
|
|
||||
5.625% Senior Notes Due 3/30/2043
|
600.0
|
|
|
600.8
|
|
|
600.0
|
|
|
600.7
|
|
||||
Promissory Note Due 1/01/2022
|
120.0
|
|
|
120.0
|
|
|
—
|
|
|
—
|
|
||||
Total debt obligations
|
$
|
1,259.3
|
|
|
$
|
1,256.6
|
|
|
$
|
1,138.7
|
|
|
$
|
1,135.7
|
|
(1)
|
Due the earlier of September 28, 2018 or the date that the CLO is dissolved.
|
|
As of March 31, 2016
|
|||||||||||||
|
Borrowing
Outstanding |
|
Fair Value
|
|
Weighted
Average Interest Rate |
|
|
|
Weighted
Average Remaining Maturity in Years |
|||||
Senior secured notes
|
$
|
2,440.3
|
|
|
$
|
2,360.0
|
|
|
2.24
|
%
|
|
|
|
9.51
|
Subordinated notes, preferred shares and other
|
51.4
|
|
|
99.0
|
|
|
N/A
|
|
|
(a)
|
|
8.79
|
||
Total
|
$
|
2,491.7
|
|
|
$
|
2,459.0
|
|
|
|
|
|
|
|
|
As of December 31, 2015
|
|||||||||||||
|
Borrowing
Outstanding |
|
Fair Value
|
|
Weighted
Average Interest Rate |
|
|
|
Weighted
Average Remaining Maturity in Years |
|||||
Senior secured notes
|
$
|
16,301.0
|
|
|
$
|
15,915.5
|
|
|
1.98
|
%
|
|
|
|
9.54
|
Subordinated notes, preferred shares and other
|
993.0
|
|
|
1,112.4
|
|
|
N/A
|
|
|
(a)
|
|
8.64
|
||
Combination notes
|
20.0
|
|
|
18.8
|
|
|
N/A
|
|
|
(b)
|
|
7.43
|
||
Total
|
$
|
17,314.0
|
|
|
$
|
17,046.7
|
|
|
|
|
|
|
|
(a)
|
The subordinated notes and preferred shares do not have contractual interest rates, but instead receive distributions from the excess cash flows of the CLOs.
|
(b)
|
The combination notes do not have contractual interest rates and have recourse only to the securities specifically held to collateralize such combination notes.
|
|
Rollforward For The Three Months Ended March 31, 2016
|
||||||||||||||
|
Amounts payable to the sellers who are Carlyle professionals
|
|
|
|
|
||||||||||
|
Performance-based
contingent cash consideration |
|
Employment-based
contingent consideration |
|
Contingent cash and other
consideration payable to non- Carlyle personnel |
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Balance, beginning of period
|
$
|
8.7
|
|
|
$
|
80.4
|
|
|
$
|
221.5
|
|
|
$
|
310.6
|
|
Change in carrying value
|
0.3
|
|
|
(17.6
|
)
|
|
6.0
|
|
|
(11.3
|
)
|
||||
Payments
|
—
|
|
|
(12.6
|
)
|
|
(63.3
|
)
|
(a)
|
(75.9
|
)
|
||||
Conversion to note payable
|
—
|
|
|
—
|
|
|
(120.0
|
)
|
(a)
|
(120.0
|
)
|
||||
Balance, end of period
|
$
|
9.0
|
|
|
$
|
50.2
|
|
|
$
|
44.2
|
|
|
$
|
103.4
|
|
|
|
|
|
|
|
|
|
||||||||
|
Rollforward For The Three Months Ended March 31, 2015
|
||||||||||||||
|
Amounts payable to the sellers who are Carlyle professionals
|
|
|
|
Total
|
||||||||||
|
Performance-based
contingent cash consideration |
|
Employment-based
contingent consideration |
|
Contingent cash and other
consideration payable to non- Carlyle personnel |
|
|||||||||
|
(Dollars in millions)
|
||||||||||||||
Balance, beginning of period
|
$
|
26.8
|
|
|
$
|
156.8
|
|
|
$
|
201.0
|
|
|
$
|
384.6
|
|
Change in carrying value
|
0.7
|
|
|
(9.5
|
)
|
|
25.6
|
|
(a)
|
16.8
|
|
||||
Payments
|
—
|
|
|
(3.3
|
)
|
|
(0.5
|
)
|
|
(3.8
|
)
|
||||
Issuance of equity
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
||||
Balance, end of period
|
$
|
27.5
|
|
|
$
|
141.8
|
|
|
$
|
226.1
|
|
|
$
|
395.4
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Accrued performance fee-related compensation
|
$
|
1,546.0
|
|
|
$
|
1,511.9
|
|
Accrued bonuses
|
100.6
|
|
|
211.9
|
|
||
Employment-based contingent cash consideration
|
50.2
|
|
|
80.4
|
|
||
Other
|
133.9
|
|
|
149.0
|
|
||
Total
|
$
|
1,830.7
|
|
|
$
|
1,953.2
|
|
|
Unfunded
Commitments |
||
Corporate Private Equity
|
$
|
1,735.9
|
|
Global Market Strategies
|
341.7
|
|
|
Real Assets
|
687.8
|
|
|
Investment Solutions
|
98.9
|
|
|
Total
|
$
|
2,864.3
|
|
2016
|
$
|
41.4
|
|
2017
|
52.3
|
|
|
2018
|
48.0
|
|
|
2019
|
41.6
|
|
|
2020
|
39.7
|
|
|
Thereafter
|
293.0
|
|
|
|
$
|
516.0
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Unbilled receivable for giveback obligations from current and former employees
|
$
|
29.8
|
|
|
$
|
23.8
|
|
Notes receivable and accrued interest from affiliates
|
22.2
|
|
|
7.3
|
|
||
Other receivables from unconsolidated funds and affiliates, net
|
146.0
|
|
|
164.2
|
|
||
Total
|
$
|
198.0
|
|
|
$
|
195.3
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Due to affiliates of Consolidated Funds
|
$
|
0.2
|
|
|
$
|
0.3
|
|
Due to non-consolidated affiliates
|
32.3
|
|
|
51.7
|
|
||
Performance-based contingent cash and equity consideration related to acquisitions
|
37.9
|
|
|
35.3
|
|
||
Amounts owed under the tax receivable agreement
|
138.0
|
|
|
141.7
|
|
||
Other
|
12.7
|
|
|
16.9
|
|
||
Total
|
$
|
221.1
|
|
|
$
|
245.9
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Non-Carlyle interests in Consolidated Funds
|
$
|
3.9
|
|
|
$
|
4,213.0
|
|
Non-Carlyle interests in majority-owned subsidiaries
|
377.4
|
|
|
394.3
|
|
||
Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions
|
(119.3
|
)
|
|
(113.5
|
)
|
||
Non-controlling interests in consolidated entities
|
$
|
262.0
|
|
|
$
|
4,493.8
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Non-Carlyle interests in Consolidated Funds
|
$
|
1.2
|
|
|
$
|
449.9
|
|
Non-Carlyle interests in majority-owned subsidiaries
|
1.7
|
|
|
(0.8
|
)
|
||
Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions
|
(5.3
|
)
|
|
(37.9
|
)
|
||
Net income (loss) attributable to other non-controlling interests in consolidated entities
|
(2.4
|
)
|
|
411.2
|
|
||
Net loss attributable to partners’ capital appropriated for CLOs
|
—
|
|
|
(48.6
|
)
|
||
Net income attributable to redeemable non-controlling interests in consolidated entities
|
0.1
|
|
|
76.5
|
|
||
Non-controlling interests in income (loss) of consolidated entities
|
$
|
(2.3
|
)
|
|
$
|
439.1
|
|
|
Three Months Ended
March 31, 2016 |
|
Three Months Ended
March 31, 2015 |
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net income attributable to The Carlyle Group L.P.
|
$
|
8,400,000
|
|
|
$
|
8,400,000
|
|
|
$
|
39,500,000
|
|
|
$
|
39,500,000
|
|
Dilution of earnings due to participating securities with distribution rights
|
—
|
|
|
—
|
|
|
(427,000
|
)
|
|
(479,600
|
)
|
||||
Incremental net loss from assumed exchange of Carlyle Holdings partnership units
|
—
|
|
|
(6,400,000
|
)
|
|
—
|
|
|
—
|
|
||||
Net income attributable to common units
|
$
|
8,400,000
|
|
|
$
|
2,000,000
|
|
|
$
|
39,073,000
|
|
|
$
|
39,020,400
|
|
Weighted-average common units outstanding
|
80,885,060
|
|
|
299,949,767
|
|
|
67,684,674
|
|
|
72,347,771
|
|
||||
Net income per common unit
|
$
|
0.10
|
|
|
$
|
0.01
|
|
|
$
|
0.58
|
|
|
$
|
0.54
|
|
|
Carlyle Holdings
|
|
The Carlyle Group, L.P.
|
||||||||||||||||||||||||
|
|
|
|
|
Equity Settled Awards
|
|
Cash Settled Awards
|
||||||||||||||||||||
Unvested Units
|
Partnership
Units |
|
Weighted-
Average Grant Date Fair Value |
|
Deferred
Restricted Common Units |
|
Weighted-
Average Grant Date Fair Value |
|
Unvested
Common Units |
|
Weighted-
Average Grant Date Fair Value |
|
Phantom
Units |
|
Weighted-
Average Grant Date Fair Value |
||||||||||||
Balance, December 31, 2015
|
26,819,112
|
|
|
$
|
22.18
|
|
|
18,420,434
|
|
|
$
|
24.62
|
|
|
766,991
|
|
|
$
|
27.41
|
|
|
6,741
|
|
|
$
|
34.58
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
5,041,242
|
|
|
$
|
11.03
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Vested
|
—
|
|
|
$
|
—
|
|
|
1,018,300
|
|
|
$
|
28.83
|
|
|
728,080
|
|
|
$
|
27.71
|
|
|
3,108
|
|
|
$
|
34.81
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
|
669,502
|
|
|
$
|
25.08
|
|
|
—
|
|
|
$
|
—
|
|
|
285
|
|
|
$
|
33.71
|
|
Balance, March 31, 2016
|
26,819,112
|
|
|
$
|
22.18
|
|
|
21,773,874
|
|
|
$
|
21.28
|
|
|
38,911
|
|
|
$
|
21.67
|
|
|
3,348
|
|
|
$
|
34.44
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Receivables and inventory of a consolidated real estate VIE:
|
|
|
|
||||
Customer and other receivables
|
$
|
80.3
|
|
|
$
|
71.8
|
|
Inventory costs in excess of billings and advances
|
84.6
|
|
|
71.8
|
|
||
|
$
|
164.9
|
|
|
$
|
143.6
|
|
Other assets of a consolidated real estate VIE:
|
|
|
|
||||
Restricted investments
|
$
|
12.9
|
|
|
$
|
14.6
|
|
Fixed assets, net
|
0.2
|
|
|
0.8
|
|
||
Deferred tax assets
|
8.0
|
|
|
8.4
|
|
||
Other assets
|
19.6
|
|
|
23.8
|
|
||
|
$
|
40.7
|
|
|
$
|
47.6
|
|
Loans payable of a consolidated real estate VIE, at fair value (principal amount of $122.5 million and $125.6 million as of March 31, 2016 and December 31, 2015, respectively)
|
$
|
73.5
|
|
|
$
|
75.4
|
|
Other liabilities of a consolidated real estate VIE:
|
|
|
|
||||
Accounts payable
|
$
|
12.0
|
|
|
$
|
14.5
|
|
Other liabilities
|
72.1
|
|
|
69.9
|
|
||
|
$
|
84.1
|
|
|
$
|
84.4
|
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||
|
(Dollars in millions)
|
||||||
Revenue of a consolidated real estate VIE
|
|
|
|
||||
Land development services
|
$
|
19.1
|
|
|
$
|
54.8
|
|
Investment income
|
5.3
|
|
|
0.4
|
|
||
|
$
|
24.4
|
|
|
$
|
55.2
|
|
Interest and other expenses of a consolidated real estate VIE:
|
|
|
|
||||
Costs of products sold and services rendered
|
$
|
10.7
|
|
|
$
|
41.0
|
|
Interest expense
|
7.5
|
|
|
10.2
|
|
||
Change in fair value of loans payable
|
0.7
|
|
|
5.8
|
|
||
Compensation and benefits
|
1.7
|
|
|
2.6
|
|
||
G&A and other expenses
|
2.8
|
|
|
10.4
|
|
||
|
$
|
23.4
|
|
|
$
|
70.0
|
|
2016
|
$
|
22.4
|
|
2017
|
13.1
|
|
|
2018
|
10.5
|
|
|
2019
|
12.1
|
|
|
2020
|
14.0
|
|
|
Thereafter
|
50.4
|
|
|
|
$
|
122.5
|
|
|
March 31, 2016 and the Three Months Then Ended
|
||||||||||||||||||
|
Corporate
Private Equity |
|
Global
Market Strategies |
|
Real
Assets |
|
Investment Solutions
|
|
Total
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Segment Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund level fee revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund management fees
|
$
|
127.2
|
|
|
$
|
51.1
|
|
|
$
|
65.2
|
|
|
$
|
36.4
|
|
|
$
|
279.9
|
|
Portfolio advisory fees, net
|
3.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|||||
Transaction fees, net
|
20.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.3
|
|
|||||
Total fund level fee revenues
|
150.6
|
|
|
51.2
|
|
|
65.2
|
|
|
36.4
|
|
|
303.4
|
|
|||||
Performance fees
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized
|
126.2
|
|
|
1.8
|
|
|
1.8
|
|
|
2.2
|
|
|
132.0
|
|
|||||
Unrealized
|
(93.1
|
)
|
|
(0.3
|
)
|
|
97.7
|
|
|
11.7
|
|
|
16.0
|
|
|||||
Total performance fees
|
33.1
|
|
|
1.5
|
|
|
99.5
|
|
|
13.9
|
|
|
148.0
|
|
|||||
Investment income (loss)
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized
|
4.5
|
|
|
0.8
|
|
|
2.2
|
|
|
—
|
|
|
7.5
|
|
|||||
Unrealized
|
(6.1
|
)
|
|
(2.1
|
)
|
|
(4.7
|
)
|
|
(1.0
|
)
|
|
(13.9
|
)
|
|||||
Total investment income (loss)
|
(1.6
|
)
|
|
(1.3
|
)
|
|
(2.5
|
)
|
|
(1.0
|
)
|
|
(6.4
|
)
|
|||||
Interest income
|
0.9
|
|
|
1.5
|
|
|
0.5
|
|
|
0.1
|
|
|
3.0
|
|
|||||
Other income
|
1.5
|
|
|
1.1
|
|
|
0.4
|
|
|
0.1
|
|
|
3.1
|
|
|||||
Total revenues
|
184.5
|
|
|
54.0
|
|
|
163.1
|
|
|
49.5
|
|
|
451.1
|
|
|||||
Segment Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct base compensation
|
59.8
|
|
|
23.2
|
|
|
20.2
|
|
|
18.6
|
|
|
121.8
|
|
|||||
Indirect base compensation
|
19.6
|
|
|
8.2
|
|
|
9.2
|
|
|
2.8
|
|
|
39.8
|
|
|||||
Equity-based compensation
|
17.8
|
|
|
5.0
|
|
|
6.2
|
|
|
2.4
|
|
|
31.4
|
|
|||||
Performance fee related
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized
|
58.6
|
|
|
0.8
|
|
|
0.8
|
|
|
1.7
|
|
|
61.9
|
|
|||||
Unrealized
|
(44.7
|
)
|
|
(1.1
|
)
|
|
44.8
|
|
|
11.8
|
|
|
10.8
|
|
|||||
Total compensation and benefits
|
111.1
|
|
|
36.1
|
|
|
81.2
|
|
|
37.3
|
|
|
265.7
|
|
|||||
General, administrative, and other indirect expenses
|
30.9
|
|
|
19.2
|
|
|
14.9
|
|
|
9.4
|
|
|
74.4
|
|
|||||
Depreciation and amortization expense
|
3.4
|
|
|
1.5
|
|
|
1.5
|
|
|
0.9
|
|
|
7.3
|
|
|||||
Interest expense
|
6.9
|
|
|
2.7
|
|
|
4.0
|
|
|
1.6
|
|
|
15.2
|
|
|||||
Total expenses
|
152.3
|
|
|
59.5
|
|
|
101.6
|
|
|
49.2
|
|
|
362.6
|
|
|||||
Economic Net Income (Loss)
|
$
|
32.2
|
|
|
$
|
(5.5
|
)
|
|
$
|
61.5
|
|
|
$
|
0.3
|
|
|
$
|
88.5
|
|
(-) Net Performance Fees
|
19.2
|
|
|
1.8
|
|
|
53.9
|
|
|
0.4
|
|
|
75.3
|
|
|||||
(-) Investment Loss
|
(1.6
|
)
|
|
(1.3
|
)
|
|
(2.5
|
)
|
|
(1.0
|
)
|
|
(6.4
|
)
|
|||||
(+) Equity-based Compensation
|
17.8
|
|
|
5.0
|
|
|
6.2
|
|
|
2.4
|
|
|
31.4
|
|
|||||
(=) Fee Related Earnings
|
$
|
32.4
|
|
|
$
|
(1.0
|
)
|
|
$
|
16.3
|
|
|
$
|
3.3
|
|
|
$
|
51.0
|
|
(+) Realized Net Performance Fees
|
67.6
|
|
|
1.0
|
|
|
1.0
|
|
|
0.5
|
|
|
70.1
|
|
|||||
(+) Realized Investment Income
|
4.5
|
|
|
0.8
|
|
|
2.2
|
|
|
—
|
|
|
7.5
|
|
|||||
(=) Distributable Earnings
|
$
|
104.5
|
|
|
$
|
0.8
|
|
|
$
|
19.5
|
|
|
$
|
3.8
|
|
|
$
|
128.6
|
|
Segment assets as of March 31, 2016
|
$
|
3,121.9
|
|
|
$
|
607.9
|
|
|
$
|
1,506.0
|
|
|
$
|
827.1
|
|
|
$
|
6,062.9
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||
|
Corporate
Private Equity |
|
Global
Market Strategies |
|
Real
Assets |
|
Investment Solutions
|
|
Total
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Segment Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund level fee revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund management fees
|
$
|
134.3
|
|
|
$
|
55.5
|
|
|
$
|
66.3
|
|
|
$
|
40.5
|
|
|
$
|
296.6
|
|
Portfolio advisory fees, net
|
5.2
|
|
|
0.5
|
|
|
0.1
|
|
|
—
|
|
|
5.8
|
|
|||||
Transaction fees, net
|
1.5
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
1.8
|
|
|||||
Total fund level fee revenues
|
141.0
|
|
|
56.0
|
|
|
66.7
|
|
|
40.5
|
|
|
304.2
|
|
|||||
Performance fees
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized
|
306.0
|
|
|
4.6
|
|
|
7.7
|
|
|
3.4
|
|
|
321.7
|
|
|||||
Unrealized
|
200.7
|
|
|
18.7
|
|
|
14.1
|
|
|
47.0
|
|
|
280.5
|
|
|||||
Total performance fees
|
506.7
|
|
|
23.3
|
|
|
21.8
|
|
|
50.4
|
|
|
602.2
|
|
|||||
Investment income (loss)
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized
|
2.7
|
|
|
1.6
|
|
|
(86.4
|
)
|
|
0.1
|
|
|
(82.0
|
)
|
|||||
Unrealized
|
7.4
|
|
|
(4.2
|
)
|
|
50.2
|
|
|
0.6
|
|
|
54.0
|
|
|||||
Total investment income (loss)
|
10.1
|
|
|
(2.6
|
)
|
|
(36.2
|
)
|
|
0.7
|
|
|
(28.0
|
)
|
|||||
Interest income
|
0.3
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Other income
|
2.9
|
|
|
1.3
|
|
|
1.1
|
|
|
0.4
|
|
|
5.7
|
|
|||||
Total revenues
|
661.0
|
|
|
78.5
|
|
|
53.4
|
|
|
92.0
|
|
|
884.9
|
|
|||||
Segment Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct base compensation
|
53.7
|
|
|
28.2
|
|
|
18.5
|
|
|
21.5
|
|
|
121.9
|
|
|||||
Indirect base compensation
|
26.3
|
|
|
8.8
|
|
|
12.3
|
|
|
3.6
|
|
|
51.0
|
|
|||||
Equity-based compensation
|
17.3
|
|
|
5.2
|
|
|
7.1
|
|
|
2.7
|
|
|
32.3
|
|
|||||
Performance fee related
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized
|
137.0
|
|
|
2.3
|
|
|
1.8
|
|
|
2.2
|
|
|
143.3
|
|
|||||
Unrealized
|
95.7
|
|
|
8.2
|
|
|
28.9
|
|
|
44.3
|
|
|
177.1
|
|
|||||
Total compensation and benefits
|
330.0
|
|
|
52.7
|
|
|
68.6
|
|
|
74.3
|
|
|
525.6
|
|
|||||
General, administrative, and other indirect expenses
|
31.7
|
|
|
12.3
|
|
|
14.6
|
|
|
7.9
|
|
|
66.5
|
|
|||||
Depreciation and amortization expense
|
2.7
|
|
|
1.1
|
|
|
0.9
|
|
|
0.8
|
|
|
5.5
|
|
|||||
Interest expense
|
7.6
|
|
|
2.8
|
|
|
2.7
|
|
|
1.5
|
|
|
14.6
|
|
|||||
Total expenses
|
372.0
|
|
|
68.9
|
|
|
86.8
|
|
|
84.5
|
|
|
612.2
|
|
|||||
Economic Net Income
|
$
|
289.0
|
|
|
$
|
9.6
|
|
|
$
|
(33.4
|
)
|
|
$
|
7.5
|
|
|
$
|
272.7
|
|
(-) Net Performance Fees
|
274.0
|
|
|
12.8
|
|
|
(8.9
|
)
|
|
3.9
|
|
|
281.8
|
|
|||||
(-) Investment Income (Loss)
|
10.1
|
|
|
(2.6
|
)
|
|
(36.2
|
)
|
|
0.7
|
|
|
(28.0
|
)
|
|||||
(+) Equity-based Compensation
|
17.3
|
|
|
5.2
|
|
|
7.1
|
|
|
2.7
|
|
|
32.3
|
|
|||||
(=) Fee Related Earnings
|
$
|
22.2
|
|
|
$
|
4.6
|
|
|
$
|
18.8
|
|
|
$
|
5.6
|
|
|
$
|
51.2
|
|
(+) Realized Net Performance Fees
|
169.0
|
|
|
2.3
|
|
|
5.9
|
|
|
1.2
|
|
|
178.4
|
|
|||||
(+) Realized Investment Income (Loss)
|
2.7
|
|
|
1.6
|
|
|
(86.4
|
)
|
|
0.1
|
|
|
(82.0
|
)
|
|||||
(=) Distributable Earnings
|
$
|
193.9
|
|
|
$
|
8.5
|
|
|
$
|
(61.7
|
)
|
|
$
|
6.9
|
|
|
$
|
147.6
|
|
|
March 31, 2016 and the Three Months Then Ended
|
||||||||||||||||
|
Total Reportable Segments
|
|
Consolidated Funds
|
|
Reconciling Items
|
|
|
|
Carlyle Consolidated
|
||||||||
|
|
|
|
|
|||||||||||||
|
(Dollars in millions)
|
||||||||||||||||
Revenues
|
$
|
451.1
|
|
|
$
|
28.9
|
|
|
$
|
3.1
|
|
|
(a)
|
|
$
|
483.1
|
|
Expenses
|
$
|
362.6
|
|
|
$
|
29.7
|
|
|
$
|
67.1
|
|
|
(b)
|
|
$
|
459.4
|
|
Other loss
|
$
|
—
|
|
|
$
|
(8.4
|
)
|
|
$
|
—
|
|
|
(c)
|
|
$
|
(8.4
|
)
|
Economic net income (loss)
|
$
|
88.5
|
|
|
$
|
(9.2
|
)
|
|
$
|
(64.0
|
)
|
|
(d)
|
|
$
|
15.3
|
|
Total assets
|
$
|
6,062.9
|
|
|
$
|
2,866.4
|
|
|
$
|
(153.4
|
)
|
|
(e)
|
|
$
|
8,775.9
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||
|
Total Reportable Segments
|
|
Consolidated Funds
|
|
Reconciling Items
|
|
|
|
Carlyle Consolidated
|
||||||||
|
|
|
|
|
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||
Revenues
|
$
|
884.9
|
|
|
$
|
226.3
|
|
|
$
|
25.6
|
|
|
(a)
|
|
$
|
1,136.8
|
|
Expenses
|
$
|
612.2
|
|
|
$
|
292.8
|
|
|
$
|
122.0
|
|
|
(b)
|
|
$
|
1,027.0
|
|
Other income
|
$
|
—
|
|
|
$
|
507.8
|
|
|
$
|
(2.3
|
)
|
|
(c)
|
|
$
|
505.5
|
|
Economic net income
|
$
|
272.7
|
|
|
$
|
441.3
|
|
|
$
|
(98.7
|
)
|
|
(d)
|
|
$
|
615.3
|
|
(a)
|
The Revenues adjustment principally represents fund management and performance fees earned from the Consolidated Funds which were eliminated in consolidation to arrive at the Partnership’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 Partnership’s share of Urbplan’s net losses as a component of investment income, and adjustments to reflect the Partnership’s ownership interests in Claren Road, ESG, Carlyle Commodity Management and for periods prior to August 1, 2013, AlpInvest that were included in Revenues in the Partnership’s segment reporting.
|
(b)
|
The Expenses adjustment represents the elimination of intercompany expenses of the Consolidated Funds payable to the Partnership, the inclusion of certain tax expenses associated with performance fee compensation, adjustments related to expenses associated with the investment in NGP Management that are included in operating captions, adjustments to reflect the Partnership’s share of Urbplan’s net losses as a component of investment income, changes in the tax receivable agreement liability, charges and credits associated with Carlyle corporate actions and non-recurring items and adjustments to reflect the Partnership’s economic interests in Claren Road, ESG and Carlyle Commodity Management, as detailed below (Dollars in millions):
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Equity-based compensation issued in conjunction with the initial public offering, acquisitions and strategic investments
|
$
|
45.4
|
|
|
$
|
59.0
|
|
Acquisition related charges, including amortization of intangibles and impairment
|
17.7
|
|
|
40.6
|
|
||
Other non-operating expense
|
3.8
|
|
|
1.1
|
|
||
Tax expense associated with performance fee compensation
|
(3.3
|
)
|
|
(5.2
|
)
|
||
Non-Carlyle economic interests in acquired business
|
2.4
|
|
|
80.3
|
|
||
Severance and other adjustments
|
7.4
|
|
|
1.2
|
|
||
Elimination of expenses of Consolidated Funds
|
(6.3
|
)
|
|
(55.0
|
)
|
||
|
$
|
67.1
|
|
|
$
|
122.0
|
|
(c)
|
The Other Income (Loss) adjustment results from the Consolidated Funds which were eliminated in consolidation to arrive at the Partnership’s total Other Income (Loss).
|
(d)
|
The following table is a reconciliation of Income Before Provision for Income Taxes to Economic Net Income, to Fee Related Earnings, and to Distributable Earnings (Dollars in millions):
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Income before provision for income taxes
|
$
|
15.3
|
|
|
$
|
615.3
|
|
Adjustments:
|
|
|
|
||||
Equity-based compensation issued in conjunction with the initial public offering, acquisitions and strategic investments
|
45.4
|
|
|
59.0
|
|
||
Acquisition related charges, including amortization of intangibles and impairment
|
17.7
|
|
|
40.6
|
|
||
Other non-operating expense
|
3.8
|
|
|
1.1
|
|
||
Tax expense associated with performance fee compensation
|
(3.3
|
)
|
|
(5.2
|
)
|
||
Net (income) loss attributable to non-controlling interests in consolidated entities
|
2.3
|
|
|
(439.1
|
)
|
||
Severance and other adjustments
|
7.3
|
|
|
1.0
|
|
||
Economic Net Income
|
$
|
88.5
|
|
|
$
|
272.7
|
|
Net performance fees
(1)
|
75.3
|
|
|
281.8
|
|
||
Investment loss
(1)
|
(6.4
|
)
|
|
(28.0
|
)
|
||
Equity-based compensation
|
31.4
|
|
|
32.3
|
|
||
Fee Related Earnings
|
$
|
51.0
|
|
|
$
|
51.2
|
|
Realized performance fees, net of related compensation
|
70.1
|
|
|
178.4
|
|
||
Realized investment income (loss)
(1)
|
7.5
|
|
|
(82.0
|
)
|
||
Distributable Earnings
|
$
|
128.6
|
|
|
$
|
147.6
|
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
Carlyle
Consolidated |
|
Adjustments
(3)
|
|
Total
Reportable Segments |
||||||
|
(Dollars in millions)
|
||||||||||
Performance fees
|
|
|
|
|
|
||||||
Realized
|
$
|
131.8
|
|
|
$
|
0.2
|
|
|
$
|
132.0
|
|
Unrealized
|
13.4
|
|
|
2.6
|
|
|
16.0
|
|
|||
Total performance fees
|
145.2
|
|
|
2.8
|
|
|
148.0
|
|
|||
Performance fee related compensation expense
|
|
|
|
|
|
||||||
Realized
|
61.6
|
|
|
0.3
|
|
|
61.9
|
|
|||
Unrealized
|
7.9
|
|
|
2.9
|
|
|
10.8
|
|
|||
Total performance fee related compensation expense
|
69.5
|
|
|
3.2
|
|
|
72.7
|
|
|||
Net performance fees
|
|
|
|
|
|
||||||
Realized
|
70.2
|
|
|
(0.1
|
)
|
|
70.1
|
|
|||
Unrealized
|
5.5
|
|
|
(0.3
|
)
|
|
5.2
|
|
|||
Total net performance fees
|
$
|
75.7
|
|
|
$
|
(0.4
|
)
|
|
$
|
75.3
|
|
Investment income (loss)
|
|
|
|
|
|
||||||
Realized
|
$
|
12.6
|
|
|
$
|
(5.1
|
)
|
|
$
|
7.5
|
|
Unrealized
|
(22.2
|
)
|
|
8.3
|
|
|
(13.9
|
)
|
|||
Investment income (loss)
|
$
|
(9.6
|
)
|
|
$
|
3.2
|
|
|
$
|
(6.4
|
)
|
|
Three Months Ended March 31, 2015
|
||||||||||
|
Carlyle
Consolidated |
|
Adjustments
(3)
|
|
Total
Reportable Segments |
||||||
|
(Dollars in millions)
|
||||||||||
Performance fees
|
|
|
|
|
|
||||||
Realized
|
$
|
326.8
|
|
|
$
|
(5.1
|
)
|
|
$
|
321.7
|
|
Unrealized
|
246.2
|
|
|
34.3
|
|
|
280.5
|
|
|||
Total performance fees
|
573.0
|
|
|
29.2
|
|
|
602.2
|
|
|||
Performance fee related compensation expense
|
|
|
|
|
|
||||||
Realized
|
143.0
|
|
|
0.3
|
|
|
143.3
|
|
|||
Unrealized
|
173.7
|
|
|
3.4
|
|
|
177.1
|
|
|||
Total performance fee related compensation expense
|
316.7
|
|
|
3.7
|
|
|
320.4
|
|
|||
Net performance fees
|
|
|
|
|
|
||||||
Realized
|
183.8
|
|
|
(5.4
|
)
|
|
178.4
|
|
|||
Unrealized
|
72.5
|
|
|
30.9
|
|
|
103.4
|
|
|||
Total net performance fees
|
$
|
256.3
|
|
|
$
|
25.5
|
|
|
$
|
281.8
|
|
Investment income (loss)
|
|
|
|
|
|
||||||
Realized
|
$
|
8.9
|
|
|
$
|
(90.9
|
)
|
|
$
|
(82.0
|
)
|
Unrealized
|
(2.1
|
)
|
|
56.1
|
|
|
54.0
|
|
|||
Total investment income (loss)
|
$
|
6.8
|
|
|
$
|
(34.8
|
)
|
|
$
|
(28.0
|
)
|
|
As of March 31, 2016
|
||||||||||||||
|
Consolidated
Operating Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
911.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
911.2
|
|
Cash and cash equivalents held at Consolidated Funds
|
—
|
|
|
140.3
|
|
|
—
|
|
|
140.3
|
|
||||
Restricted cash
|
13.0
|
|
|
—
|
|
|
—
|
|
|
13.0
|
|
||||
Accrued performance fees
|
3,061.1
|
|
|
—
|
|
|
—
|
|
|
3,061.1
|
|
||||
Investments
|
1,087.7
|
|
|
—
|
|
|
(76.4
|
)
|
|
1,011.3
|
|
||||
Investments of Consolidated Funds
|
—
|
|
|
2,681.8
|
|
|
—
|
|
|
2,681.8
|
|
||||
Due from affiliates and other receivables, net
|
275.0
|
|
|
—
|
|
|
(77.0
|
)
|
|
198.0
|
|
||||
Due from affiliates and other receivables of Consolidated Funds, net
|
—
|
|
|
41.5
|
|
|
—
|
|
|
41.5
|
|
||||
Receivables and inventory of a consolidated real estate VIE
|
164.9
|
|
|
—
|
|
|
—
|
|
|
164.9
|
|
||||
Fixed assets, net
|
107.7
|
|
|
—
|
|
|
—
|
|
|
107.7
|
|
||||
Deposits and other
|
46.9
|
|
|
2.8
|
|
|
—
|
|
|
49.7
|
|
||||
Other assets of a consolidated real estate VIE
|
40.7
|
|
|
—
|
|
|
—
|
|
|
40.7
|
|
||||
Intangible assets, net
|
127.1
|
|
|
—
|
|
|
—
|
|
|
127.1
|
|
||||
Deferred tax assets
|
227.6
|
|
|
—
|
|
|
—
|
|
|
227.6
|
|
||||
Total assets
|
$
|
6,062.9
|
|
|
$
|
2,866.4
|
|
|
$
|
(153.4
|
)
|
|
$
|
8,775.9
|
|
Liabilities and partners’ capital
|
|
|
|
|
|
|
|
||||||||
Debt obligations
|
$
|
1,256.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,256.6
|
|
Loans payable of Consolidated Funds
|
—
|
|
|
2,551.4
|
|
|
(73.5
|
)
|
|
2,477.9
|
|
||||
Loans payable of a consolidated real estate VIE at fair value (principal amount of $122.5 million)
|
73.5
|
|
|
—
|
|
|
—
|
|
|
73.5
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
272.2
|
|
|
—
|
|
|
—
|
|
|
272.2
|
|
||||
Accrued compensation and benefits
|
1,830.7
|
|
|
—
|
|
|
—
|
|
|
1,830.7
|
|
||||
Due to affiliates
|
220.9
|
|
|
0.2
|
|
|
—
|
|
|
221.1
|
|
||||
Deferred revenue
|
218.5
|
|
|
—
|
|
|
—
|
|
|
218.5
|
|
||||
Deferred tax liabilities
|
110.7
|
|
|
—
|
|
|
—
|
|
|
110.7
|
|
||||
Other liabilities of Consolidated Funds
|
—
|
|
|
264.7
|
|
|
(32.9
|
)
|
|
231.8
|
|
||||
Other liabilities of a consolidated real estate VIE
|
84.1
|
|
|
—
|
|
|
—
|
|
|
84.1
|
|
||||
Accrued giveback obligations
|
266.5
|
|
|
—
|
|
|
—
|
|
|
266.5
|
|
||||
Total liabilities
|
4,333.7
|
|
|
2,816.3
|
|
|
(106.4
|
)
|
|
7,043.6
|
|
||||
Redeemable non-controlling interests in consolidated entities
|
6.2
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
||||
Partners’ capital
|
488.3
|
|
|
11.1
|
|
|
(11.1
|
)
|
|
488.3
|
|
||||
Accumulated other comprehensive income (loss)
|
(85.5
|
)
|
|
0.4
|
|
|
(0.6
|
)
|
|
(85.7
|
)
|
||||
Non-controlling interests in consolidated entities
|
258.1
|
|
|
3.9
|
|
|
—
|
|
|
262.0
|
|
||||
Non-controlling interests in Carlyle Holdings
|
1,062.1
|
|
|
34.7
|
|
|
(35.3
|
)
|
|
1,061.5
|
|
||||
Total partners’ capital
|
1,723.0
|
|
|
50.1
|
|
|
(47.0
|
)
|
|
1,726.1
|
|
||||
Total liabilities and partners’ capital
|
$
|
6,062.9
|
|
|
$
|
2,866.4
|
|
|
$
|
(153.4
|
)
|
|
$
|
8,775.9
|
|
|
As of December 31, 2015
|
||||||||||||||
|
Consolidated
Operating Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
991.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
991.5
|
|
Cash and cash equivalents held at Consolidated Funds
|
—
|
|
|
1,612.7
|
|
|
—
|
|
|
1,612.7
|
|
||||
Restricted cash
|
18.9
|
|
|
—
|
|
|
—
|
|
|
18.9
|
|
||||
Restricted cash and securities of Consolidated Funds
|
—
|
|
|
18.4
|
|
|
—
|
|
|
18.4
|
|
||||
Accrued performance fees
|
3,012.2
|
|
|
—
|
|
|
(23.6
|
)
|
|
2,988.6
|
|
||||
Investments
|
1,103.9
|
|
|
—
|
|
|
(218.0
|
)
|
|
885.9
|
|
||||
Investments of Consolidated Funds
|
—
|
|
|
23,996.1
|
|
|
2.7
|
|
|
23,998.8
|
|
||||
Due from affiliates and other receivables, net
|
275.1
|
|
|
—
|
|
|
(79.8
|
)
|
|
195.3
|
|
||||
Due from affiliates and other receivables of Consolidated Funds, net
|
—
|
|
|
765.3
|
|
|
—
|
|
|
765.3
|
|
||||
Receivables and inventory of a consolidated real estate VIE
|
143.6
|
|
|
—
|
|
|
—
|
|
|
143.6
|
|
||||
Fixed assets, net
|
110.9
|
|
|
—
|
|
|
—
|
|
|
110.9
|
|
||||
Deposits and other
|
45.8
|
|
|
3.2
|
|
|
—
|
|
|
49.0
|
|
||||
Other assets of a consolidated real estate VIE
|
47.6
|
|
|
—
|
|
|
—
|
|
|
47.6
|
|
||||
Intangible assets, net
|
135.7
|
|
|
—
|
|
|
—
|
|
|
135.7
|
|
||||
Deferred tax assets
|
219.4
|
|
|
—
|
|
|
—
|
|
|
219.4
|
|
||||
Total assets
|
$
|
6,104.6
|
|
|
$
|
26,395.7
|
|
|
$
|
(318.7
|
)
|
|
$
|
32,181.6
|
|
Liabilities and partners’ capital
|
|
|
|
|
|
|
|
||||||||
Debt obligations
|
$
|
1,135.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,135.7
|
|
Loans payable of Consolidated Funds
|
—
|
|
|
17,332.5
|
|
|
(267.8
|
)
|
|
17,064.7
|
|
||||
Loans payable of a consolidated real estate VIE at fair value (principal amount of $125.6 million)
|
75.4
|
|
|
—
|
|
|
—
|
|
|
75.4
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
463.8
|
|
|
—
|
|
|
—
|
|
|
463.8
|
|
||||
Accrued compensation and benefits
|
1,953.2
|
|
|
—
|
|
|
—
|
|
|
1,953.2
|
|
||||
Due to affiliates
|
245.6
|
|
|
1.8
|
|
|
(1.5
|
)
|
|
245.9
|
|
||||
Deferred revenue
|
40.9
|
|
|
—
|
|
|
—
|
|
|
40.9
|
|
||||
Deferred tax liabilities
|
103.5
|
|
|
—
|
|
|
—
|
|
|
103.5
|
|
||||
Other liabilities of Consolidated Funds
|
—
|
|
|
1,882.2
|
|
|
(43.6
|
)
|
|
1,838.6
|
|
||||
Other liabilities of a consolidated real estate VIE
|
84.4
|
|
|
—
|
|
|
—
|
|
|
84.4
|
|
||||
Accrued giveback obligations
|
252.0
|
|
|
—
|
|
|
—
|
|
|
252.0
|
|
||||
Total liabilities
|
4,354.5
|
|
|
19,216.5
|
|
|
(312.9
|
)
|
|
23,258.1
|
|
||||
Redeemable non-controlling interests in consolidated entities
|
7.6
|
|
|
2,838.3
|
|
|
—
|
|
|
2,845.9
|
|
||||
Partners’ capital
|
485.9
|
|
|
(1.4
|
)
|
|
1.4
|
|
|
485.9
|
|
||||
Accumulated other comprehensive income (loss)
|
(90.4
|
)
|
|
1.7
|
|
|
(1.4
|
)
|
|
(90.1
|
)
|
||||
Partners’ capital appropriated for Consolidated Funds
|
—
|
|
|
126.6
|
|
|
(5.8
|
)
|
|
120.8
|
|
||||
Non-controlling interests in consolidated entities
|
280.8
|
|
|
4,213.0
|
|
|
—
|
|
|
4,493.8
|
|
||||
Non-controlling interests in Carlyle Holdings
|
1,066.2
|
|
|
1.0
|
|
|
—
|
|
|
1,067.2
|
|
||||
Total partners’ capital
|
1,742.5
|
|
|
4,340.9
|
|
|
(5.8
|
)
|
|
6,077.6
|
|
||||
Total liabilities and partners’ capital
|
$
|
6,104.6
|
|
|
$
|
26,395.7
|
|
|
$
|
(318.7
|
)
|
|
$
|
32,181.6
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
|
Consolidated
Operating Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Fund management fees
|
$
|
292.4
|
|
|
$
|
—
|
|
|
$
|
(2.9
|
)
|
|
$
|
289.5
|
|
Performance fees
|
|
|
|
|
|
|
|
||||||||
Realized
|
131.9
|
|
|
—
|
|
|
(0.1
|
)
|
|
131.8
|
|
||||
Unrealized
|
13.4
|
|
|
—
|
|
|
—
|
|
|
13.4
|
|
||||
Total performance fees
|
145.3
|
|
|
—
|
|
|
(0.1
|
)
|
|
145.2
|
|
||||
Investment income (loss)
|
|
|
|
|
|
|
|
||||||||
Realized
|
13.3
|
|
|
—
|
|
|
(0.7
|
)
|
|
12.6
|
|
||||
Unrealized
|
(30.9
|
)
|
|
—
|
|
|
8.7
|
|
|
(22.2
|
)
|
||||
Investment income (loss)
|
(17.6
|
)
|
|
—
|
|
|
8.0
|
|
|
(9.6
|
)
|
||||
Interest and other income
|
5.7
|
|
|
—
|
|
|
(1.0
|
)
|
|
4.7
|
|
||||
Interest and other income of Consolidated Funds
|
—
|
|
|
28.9
|
|
|
—
|
|
|
28.9
|
|
||||
Revenue of a consolidated real estate VIE
|
24.4
|
|
|
—
|
|
|
—
|
|
|
24.4
|
|
||||
Total revenues
|
450.2
|
|
|
28.9
|
|
|
4.0
|
|
|
483.1
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
||||||||
Base compensation
|
166.3
|
|
|
—
|
|
|
—
|
|
|
166.3
|
|
||||
Equity-based compensation
|
75.4
|
|
|
—
|
|
|
—
|
|
|
75.4
|
|
||||
Performance fee related
|
|
|
|
|
|
|
|
||||||||
Realized
|
61.6
|
|
|
—
|
|
|
—
|
|
|
61.6
|
|
||||
Unrealized
|
7.9
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
||||
Total compensation and benefits
|
311.2
|
|
|
—
|
|
|
—
|
|
|
311.2
|
|
||||
General, administrative and other expenses
|
82.3
|
|
|
—
|
|
|
—
|
|
|
82.3
|
|
||||
Interest
|
15.3
|
|
|
—
|
|
|
—
|
|
|
15.3
|
|
||||
Interest and other expenses of Consolidated Funds
|
—
|
|
|
29.7
|
|
|
(6.3
|
)
|
|
23.4
|
|
||||
Interest and other expenses of a consolidated real estate VIE
|
23.4
|
|
|
—
|
|
|
—
|
|
|
23.4
|
|
||||
Other non-operating expenses
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
||||
Total expenses
|
436.0
|
|
|
29.7
|
|
|
(6.3
|
)
|
|
459.4
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Net investment (losses) of Consolidated Funds
|
—
|
|
|
(8.4
|
)
|
|
—
|
|
|
(8.4
|
)
|
||||
Income (loss) before provision for income taxes
|
14.2
|
|
|
(9.2
|
)
|
|
10.3
|
|
|
15.3
|
|
||||
Provision for income taxes
|
7.4
|
|
|
—
|
|
|
—
|
|
|
7.4
|
|
||||
Net income (loss)
|
6.8
|
|
|
(9.2
|
)
|
|
10.3
|
|
|
7.9
|
|
||||
Net income (loss) attributable to non-controlling interests in consolidated entities
|
(3.4
|
)
|
|
—
|
|
|
1.1
|
|
|
(2.3
|
)
|
||||
Net income (loss) attributable to Carlyle Holdings
|
10.2
|
|
|
(9.2
|
)
|
|
9.2
|
|
|
10.2
|
|
||||
Net income attributable to non-controlling interests in Carlyle Holdings
|
1.8
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
||||
Net income (loss) attributable to The Carlyle Group L.P.
|
$
|
8.4
|
|
|
$
|
(9.2
|
)
|
|
$
|
9.2
|
|
|
$
|
8.4
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||
|
Consolidated
Operating Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Fund management fees
|
$
|
309.7
|
|
|
$
|
—
|
|
|
$
|
(40.2
|
)
|
|
$
|
269.5
|
|
Performance fees
|
|
|
|
|
|
|
|
||||||||
Realized
|
326.0
|
|
|
—
|
|
|
0.8
|
|
|
326.8
|
|
||||
Unrealized
|
254.5
|
|
|
—
|
|
|
(8.3
|
)
|
|
246.2
|
|
||||
Total performance fees
|
580.5
|
|
|
—
|
|
|
(7.5
|
)
|
|
573.0
|
|
||||
Investment income (loss)
|
|
|
|
|
|
|
|
||||||||
Realized
|
(69.8
|
)
|
|
—
|
|
|
78.7
|
|
|
8.9
|
|
||||
Unrealized
|
45.6
|
|
|
—
|
|
|
(47.7
|
)
|
|
(2.1
|
)
|
||||
Total investment income (loss)
|
(24.2
|
)
|
|
—
|
|
|
31.0
|
|
|
6.8
|
|
||||
Interest and other income
|
6.5
|
|
|
—
|
|
|
(0.5
|
)
|
|
6.0
|
|
||||
Interest and other income of Consolidated Funds
|
—
|
|
|
226.3
|
|
|
—
|
|
|
226.3
|
|
||||
Revenue of a consolidated real estate VIE
|
55.2
|
|
|
—
|
|
|
—
|
|
|
55.2
|
|
||||
Total revenues
|
927.7
|
|
|
226.3
|
|
|
(17.2
|
)
|
|
1,136.8
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
||||||||
Base compensation
|
180.1
|
|
|
—
|
|
|
—
|
|
|
180.1
|
|
||||
Equity-based compensation
|
89.9
|
|
|
—
|
|
|
—
|
|
|
89.9
|
|
||||
Performance fee related
|
|
|
|
|
|
|
|
||||||||
Realized
|
143.0
|
|
|
—
|
|
|
—
|
|
|
143.0
|
|
||||
Unrealized
|
173.7
|
|
|
—
|
|
|
—
|
|
|
173.7
|
|
||||
Total compensation and benefits
|
586.7
|
|
|
—
|
|
|
—
|
|
|
586.7
|
|
||||
General, administrative and other expenses
|
116.8
|
|
|
—
|
|
|
—
|
|
|
116.8
|
|
||||
Interest
|
14.6
|
|
|
—
|
|
|
—
|
|
|
14.6
|
|
||||
Interest and other expenses of Consolidated Funds
|
—
|
|
|
292.8
|
|
|
(55.0
|
)
|
|
237.8
|
|
||||
Interest and other expenses of a consolidated real estate VIE
|
70.0
|
|
|
—
|
|
|
—
|
|
|
70.0
|
|
||||
Other non-operating expenses
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||
Total expenses
|
789.2
|
|
|
292.8
|
|
|
(55.0
|
)
|
|
1,027.0
|
|
||||
Other income (loss)
|
|
|
|
|
|
|
|
||||||||
Net investment gains of Consolidated Funds
|
—
|
|
|
507.8
|
|
|
(2.3
|
)
|
|
505.5
|
|
||||
Income before provision for income taxes
|
138.5
|
|
|
441.3
|
|
|
35.5
|
|
|
615.3
|
|
||||
Provision for income taxes
|
10.5
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
||||
Net income
|
128.0
|
|
|
441.3
|
|
|
35.5
|
|
|
604.8
|
|
||||
Net income (loss) attributable to non-controlling interests in consolidated entities
|
(37.7
|
)
|
|
—
|
|
|
476.8
|
|
|
439.1
|
|
||||
Net income attributable to Carlyle Holdings
|
165.7
|
|
|
441.3
|
|
|
(441.3
|
)
|
|
165.7
|
|
||||
Net income attributable to non-controlling interests in Carlyle Holdings
|
126.2
|
|
|
—
|
|
|
—
|
|
|
126.2
|
|
||||
Net income attributable to The Carlyle Group L.P.
|
$
|
39.5
|
|
|
$
|
441.3
|
|
|
$
|
(441.3
|
)
|
|
$
|
39.5
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
6.8
|
|
|
$
|
128.0
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
17.8
|
|
|
39.9
|
|
||
Equity-based compensation
|
75.4
|
|
|
89.9
|
|
||
Excess tax benefits related to equity-based compensation
|
0.7
|
|
|
(0.5
|
)
|
||
Non-cash performance fees
|
(7.4
|
)
|
|
(278.8
|
)
|
||
Other non-cash amounts
|
(2.3
|
)
|
|
23.8
|
|
||
Investment loss
|
18.3
|
|
|
27.3
|
|
||
Purchases of investments and trading securities
|
(23.8
|
)
|
|
(40.9
|
)
|
||
Proceeds from the sale of investments and trading securities
|
67.2
|
|
|
283.4
|
|
||
Payments of contingent consideration
|
(75.6
|
)
|
|
(3.3
|
)
|
||
Change in deferred taxes, net
|
(5.3
|
)
|
|
(0.3
|
)
|
||
Change in due from affiliates and other receivables
|
1.0
|
|
|
(7.8
|
)
|
||
Change in receivables and inventory of a consolidated real estate VIE
|
(21.9
|
)
|
|
(34.4
|
)
|
||
Change in deposits and other
|
(0.3
|
)
|
|
(6.3
|
)
|
||
Change in other assets of a consolidated real estate VIE
|
8.6
|
|
|
15.8
|
|
||
Change in accounts payable, accrued expenses and other liabilities
|
(24.5
|
)
|
|
(33.1
|
)
|
||
Change in accrued compensation and benefits
|
(143.6
|
)
|
|
(11.4
|
)
|
||
Change in due to affiliates
|
(22.8
|
)
|
|
12.0
|
|
||
Change in other liabilities of a consolidated real estate VIE
|
6.2
|
|
|
31.9
|
|
||
Change in deferred revenue
|
175.2
|
|
|
106.9
|
|
||
Net cash provided by operating activities
|
49.7
|
|
|
342.1
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Change in restricted cash
|
5.7
|
|
|
18.3
|
|
||
Purchases of fixed assets, net
|
(4.2
|
)
|
|
(17.4
|
)
|
||
Net cash provided by investing activities
|
1.5
|
|
|
0.9
|
|
||
Cash flows from financing activities
|
|
|
|
||||
Net payments on loans payable of a consolidated real estate VIE
|
(9.4
|
)
|
|
(11.1
|
)
|
||
Payments of contingent consideration
|
(0.3
|
)
|
|
(0.5
|
)
|
||
Excess tax benefits related to equity-based compensation
|
(0.7
|
)
|
|
0.5
|
|
||
Distributions to common unitholders
|
(23.6
|
)
|
|
(110.9
|
)
|
||
Distributions to non-controlling interest holders in Carlyle Holdings
|
(85.1
|
)
|
|
(403.6
|
)
|
||
Contributions from non-controlling interest holders
|
4.3
|
|
|
53.7
|
|
||
Distributions to non-controlling interest holders
|
(22.1
|
)
|
|
(44.7
|
)
|
||
Units repurchased
|
(6.1
|
)
|
|
—
|
|
||
Change in due to/from affiliates financing activities
|
2.0
|
|
|
(5.2
|
)
|
||
Net cash used in financing activities
|
(141.0
|
)
|
|
(521.8
|
)
|
||
Effect of foreign exchange rate changes
|
9.5
|
|
|
(38.4
|
)
|
||
Decrease in cash and cash equivalents
|
(80.3
|
)
|
|
(217.2
|
)
|
||
Cash and cash equivalents, beginning of period
|
991.5
|
|
|
1,242.0
|
|
||
Cash and cash equivalents, end of period
|
$
|
911.2
|
|
|
$
|
1,024.8
|
|
•
|
Corporate Private Equity
— Our Corporate Private Equity segment advises our
21
buyout and
10
growth capital funds, which seek a wide variety of investments of different sizes and growth potentials. As of
March 31, 2016
, our Corporate Private Equity segment had over
$61 billion
in AUM and approximately
$41 billion
in Fee-earning AUM.
|
•
|
Global Market Strategies
— Our Global Market Strategies segment advises a group of
68
funds that pursue investment opportunities across structured credit, distressed debt, corporate and energy mezzanine debt, middle-market and senior debt, as well as credit, emerging markets and commodities-focused hedge funds. As of
March 31, 2016
, our Global Market Strategies segment had approximately
$34 billion
in AUM and approximately
$29 billion
in Fee-earning AUM.
|
•
|
Real Assets
— Our Real Assets segment advises our
eight
U.S. and internationally focused real estate funds, our infrastructure fund, our
two
power funds, our international energy fund, as well as our
four
Legacy Energy funds (funds that we jointly advise with Riverstone). The segment also includes
six
NGP management fee funds and
three
carry funds advised by NGP. As of
March 31, 2016
, our Real Assets segment had approximately
$37 billion
in AUM and approximately
$31 billion
in Fee-earning AUM.
|
•
|
Investment Solutions
— Our Investment Solutions segment advises a global private equity fund of funds program and related co-investment and secondary activities across
124
fund of funds vehicles. As of
March 31, 2016
, our Investment Solutions segment had over
$46 billion
in AUM and over
$30 billion
in Fee-earning AUM.
|
(1)
|
Open-ended hedge funds and other pooled vehicles. Amounts represent AUM across all products as of
March 31, 2016
. Our hedge fund partnerships had outstanding redemption requests for $1.5 billion in the aggregate as of April 1, 2016 and our fund of hedge funds vehicles at DGAM, which are currently in the process of winding down, had approximately $1.5 billion of AUM at March 31, 2016.
|
(2)
|
Amounts represent gross assets as of
March 31, 2016
.
|
(3)
|
Includes NGP ETP I, NGP M&R, NGP ETP II, NGP VII, NGP VIII and NGP IX.
|
(4)
|
Carlyle Commodity Management was formerly known as Vermillion Asset Management.
|
•
|
$60.7 million from Carlyle Partners V, L.P. (“CP V”) (with total AUM of approximately
$10.5 billion
),
|
•
|
$48.9 million from Carlyle Realty Partners V, L.P. (“CRP V”) (with total AUM of approximately
$2.3 billion
billion),
|
•
|
$23.9 million from Carlyle Realty Partners VII, L.P. (“CRP VII”) (with total AUM of approximately
$4.3 billion
),
|
•
|
$16.9 million from Carlyle Realty Partners VI, L.P. (“CR VI”) (with total AUM of approximately
$2.9 billion
), and
|
•
|
$(17.3) million from Carlyle Asia Partners III, L.P. (“CAP III”) (with total AUM of approximately
$2.0 billion
).
|
|
As of March 31, 2016
|
||||||||||||||||||
|
Corporate
Private Equity |
|
Global
Market Strategies |
|
Real Assets
|
|
Investment Solutions
|
|
Total
|
||||||||||
Consolidated Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Level I
|
$
|
8,165
|
|
|
$
|
4,053
|
|
|
$
|
3,386
|
|
|
$
|
921
|
|
|
$
|
16,525
|
|
Level II
|
195
|
|
|
721
|
|
|
440
|
|
|
1,013
|
|
|
2,369
|
|
|||||
Level III
|
28,865
|
|
|
22,814
|
|
|
18,170
|
|
|
32,025
|
|
|
101,874
|
|
|||||
Total Fair Value
|
37,225
|
|
|
27,588
|
|
|
21,996
|
|
|
33,959
|
|
|
120,768
|
|
|||||
Other Net Asset Value
|
800
|
|
|
1,687
|
|
|
(724
|
)
|
|
(1,000
|
)
|
|
763
|
|
|||||
Total AUM, Excluding Available Capital Commitments
|
38,025
|
|
|
29,275
|
|
|
21,272
|
|
|
32,959
|
|
|
121,531
|
|
|||||
Available Capital Commitments
|
23,117
|
|
|
4,698
|
|
|
15,398
|
|
|
13,344
|
|
|
56,557
|
|
|||||
Total AUM
|
$
|
61,142
|
|
|
$
|
33,973
|
|
|
$
|
36,670
|
|
|
$
|
46,303
|
|
|
$
|
178,088
|
|
(a)
|
for substantially all carry funds and certain co-investment vehicles where the original investment period has not expired, and for Metropolitan fund of funds vehicles during the weighted-average investment period of the underlying funds, the amount of limited partner capital commitments, and for AlpInvest fund of funds vehicles, the amount of external investor capital commitments during the commitment fee period, and for the NGP management fee funds and certain carry funds advised by NGP, the amount of investor capital commitments before the first investment realization
(see “Fee-earning AUM based on capital commitments” in the table below for the amount of this component at each period);
|
(b)
|
for substantially all carry funds and certain co-investment vehicles where the original investment period has expired and for Metropolitan fund of funds vehicles after the expiration of the weighted-average investment period of the underlying funds, the remaining amount of limited partner invested capital at cost, and for the NGP management fee funds and certain carry funds advised by NGP where the first investment has been realized, the amount of partner commitments less realized and written-off investments (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 collateralized loan obligations (“CLOs”), as defined in the fund indentures (typically exclusive of equities and defaulted positions) as of the quarterly cut-off date for each CLO, and the aggregate principal amount of the notes of our other structured products
(see “Fee-earning AUM based on collateral balances, at par” in the table below for the amount of this component at each period);
|
(d)
|
the net asset value of our mutual fund and the external investor portion of the net asset value (pre-redemptions and subscriptions) of our long/short credit funds, emerging markets, multi-product macroeconomic, fund of hedge funds vehicles and other hedge funds
(see “Fee-earning AUM based on net asset value” in the table below for the amount of this component at each period);
|
(e)
|
the gross assets (including assets acquired with leverage), excluding cash and cash equivalents of our business development companies and certain carry funds
(see “Fee-earning AUM based on lower of cost or fair value and other” in the table below for the amount of this component at each period); and
|
(f)
|
for AlpInvest fund of funds vehicles where the commitment fee period has expired, and certain carry funds where the investment period has expired, the lower of cost or fair value of invested capital
(see “Fee-earning AUM based on lower of cost or fair value and other” in the table below for the amount of this component at each period).
|
|
As of March 31,
|
||||||
|
2016
|
|
2015
|
||||
Consolidated Results
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM
|
|
|
|
||||
Fee-earning AUM based on capital commitments (1)
|
$
|
50,156
|
|
|
$
|
40,855
|
|
Fee-earning AUM based on invested capital (2)
|
32,706
|
|
|
37,674
|
|
||
Fee-earning AUM based on collateral balances, at par (3)
|
17,182
|
|
|
17,701
|
|
||
Fee-earning AUM based on net asset value (4)
|
7,262
|
|
|
12,844
|
|
||
Fee-earning AUM based on lower of cost or fair value and other (5)
|
23,033
|
|
|
20,338
|
|
||
Balance, End of Period (6)
|
$
|
130,339
|
|
|
$
|
129,412
|
|
(1)
|
Reflects limited partner capital commitments where the original investment period, weighted-average investment period, or commitment fee period has not expired. Increases of
$9.3 billion
from
March 31, 2015
are related primarily to fundraising in our Corporate Private Equity, Real Assets funds, and new mandates in our AlpInvest fund of funds vehicles, plus the activation of management fees in NGP XI.
|
(2)
|
Reflects limited partner invested capital at cost and includes amounts committed to or reserved for investments for certain Real Assets and Investment Solutions funds. Decreases of
$5.0 billion
from September 30, 2014 are primarily related to large distributions for funds outside their original commitment periods in our Corporate Private Equity and Real Assets segments.
|
(3)
|
Represents the amount of aggregate Fee-earning collateral balances and principal balances, at par, for our CLOs/structured products. Despite fundraising of $3.4 billion for seven structured products in the twelve months ended
March 31, 2016
, the overall decrease of
$0.5 billion
from
March 31, 2015
is related to decreases in the collateral balances, at par, of our structured products.
|
(4)
|
Reflects the net asset value (pre-redemptions and subscriptions) of our hedge funds, mutual fund and fund of hedge funds vehicles. Decrease in the twelve months ended
March 31, 2016
of
$5.6 billion
was due to net redemptions and market depreciation in our hedge funds and fund of hedge fund vehicles of
$4.1 billion
and $1.2 billion, respectively.
|
(5)
|
Includes funds with fees based on gross asset value. An increase of
$2.7 billion
in the twelve months ended
March 31, 2016
was primarily related to foreign exchange increases of $1.5 billion and appreciation in our funds with fees based on gross asset value.
|
(6)
|
Energy II, Energy III, Energy IV, and Renew II (collectively, the “Legacy Energy Funds”), are managed with Riverstone Holdings LLC and its affiliates. Affiliates of both Carlyle and Riverstone act as investment advisers to each of the Legacy Energy Funds. With the exception of Energy IV and Renew II, where Carlyle has a minority representation on the funds’ management committees, management of each of the Legacy Energy Funds is vested in committees with equal representation by Carlyle and Riverstone, and the consent of representatives of both Carlyle and
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Consolidated Results
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
130,994
|
|
|
$
|
135,580
|
|
Inflows, including Fee-paying Commitments (1)
|
2,732
|
|
|
4,054
|
|
||
Outflows, including Distributions (2)
|
(2,104
|
)
|
|
(4,444
|
)
|
||
Subscriptions, net of Redemptions (3)
|
(1,714
|
)
|
|
(2,096
|
)
|
||
Changes in CLO collateral balances (4)
|
(976
|
)
|
|
726
|
|
||
Market Appreciation/(Depreciation) (5)
|
(584
|
)
|
|
114
|
|
||
Foreign Exchange and other (6)
|
1,991
|
|
|
(4,522
|
)
|
||
Balance, End of Period
|
$
|
130,339
|
|
|
$
|
129,412
|
|
(1)
|
Inflows represent limited partner capital raised and capital invested by our carry funds, NGP management fee funds, and fund of funds vehicles outside the investment period, weighted-average investment period or commitment fee period. Inflows do not include amounts raised of $3.8 billion for which fees have not yet commenced.
|
(2)
|
Outflows represent limited partner distributions from our carry funds, NGP management fee funds, and fund of funds vehicles, changes in basis for our carry funds and fund of funds vehicles where the investment period, weighted-average investment period or commitment fee period has expired, and reductions for funds that are no longer calling for fees.
|
(3)
|
Represents the net result of subscriptions to and redemptions from our hedge funds, mutual fund and fund of hedge funds vehicles.
|
(4)
|
Represents the change in the aggregate Fee-earning collateral balances at par of our CLOs/structured products, as of the quarterly cut-off dates.
|
(5)
|
Market Appreciation/ (Depreciation) represents changes in the net asset value of our hedge funds, mutual fund and fund of hedge funds vehicles, and realized and unrealized gains (losses) on portfolio investments in our carry funds and fund of funds vehicles based on the lower of cost or fair value.
|
(6)
|
Includes activity of funds with fees based on gross asset value. Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
|
(a)
|
the fair value of the capital invested in Carlyle carry funds, co-investment vehicles, NGP management fee funds and fund of funds vehicles 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 (pre-redemptions and subscriptions) of our long/short credit, emerging markets, multi-product macroeconomic, fund of hedge funds vehicles, mutual fund and other hedge funds
; and
|
(d)
|
the gross assets (including assets acquired with leverage) of our business development companies
.
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
Available
Capital |
|
Fair Value
of Capital |
|
Total
AUM |
||||||
|
(Dollars in millions)
|
||||||||||
Consolidated Results
|
|
|
|
|
|
||||||
Balance, Beginning of Period
|
$
|
58,017
|
|
|
$
|
124,578
|
|
|
$
|
182,595
|
|
Commitments (1)
|
1,108
|
|
|
—
|
|
|
1,108
|
|
|||
Capital Called, net (2)
|
(3,318
|
)
|
|
3,008
|
|
|
(310
|
)
|
|||
Distributions (3)
|
257
|
|
|
(5,184
|
)
|
|
(4,927
|
)
|
|||
Subscriptions, net of Redemptions (4)
|
—
|
|
|
(1,822
|
)
|
|
(1,822
|
)
|
|||
Changes in CLO collateral balances (5)
|
—
|
|
|
(259
|
)
|
|
(259
|
)
|
|||
Market Appreciation/(Depreciation) (6)
|
—
|
|
|
(973
|
)
|
|
(973
|
)
|
|||
Foreign Exchange and other (7)
|
493
|
|
|
2,183
|
|
|
2,676
|
|
|||
Balance, End of Period
|
$
|
56,557
|
|
|
$
|
121,531
|
|
|
$
|
178,088
|
|
(1)
|
Represents capital raised by our carry funds, NGP management fee funds and fund of funds vehicles, net of expired available capital.
|
(2)
|
Represents capital called by our carry funds, NGP management fee funds and fund of funds vehicles, net of fund fees and expenses and investments in our business development companies. Equity invested amounts may vary from capital called due to timing differences between investment acquisition and capital call dates.
|
(3)
|
Represents distributions from our carry funds, NGP management fee funds and fund of funds vehicles, net of amounts recycled and distributions from our business development companies. Distributions are based on when proceeds are actually distributed to investors, which may differ from when they are realized.
|
(4)
|
Represents the net result of subscriptions to and redemptions from our hedge funds, mutual fund, and fund of hedge funds vehicles. Our hedge fund partnerships had outstanding redemption requests for $1.5 billion in the aggregate as of the beginning of the second quarter of 2016 and our fund of hedge funds vehicles at DGAM, which are currently in the process of winding-down, had approximately $1.5 billion of AUM at March 31, 2016.
|
(5)
|
Represents the change in the aggregate collateral balance and principal cash at par of the CLOs/structured products.
|
(6)
|
Market Appreciation/(Depreciation) represents realized and unrealized gains (losses) on portfolio investments and changes in the net asset value of our hedge funds, mutual fund, and fund of hedge funds vehicles. Depreciation for the first quarter of 2016 was driven by declines in our hedge funds partially offset by appreciation in the public portfolio of our carry funds of $0.2 billion, or 1% and appreciation in the private portfolio of our carry funds of $0.1 billion, or 0%.
Appreciation for the twelve months ended
March 31, 2016
was primarily driven by appreciation in the private portfolio of our carry funds of
$0.8 billion
(
2%
) while our public portfolio of carry funds remained flat. Remaining market appreciation for the twelve months ended March 31, 2016 was driven by appreciation in our fund of funds vehicles ($3.8 billion), offset by depreciation in our hedge funds of $1.2 billion and NGP Management Fee Funds of $1.9 billion.
|
(7)
|
Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds and other changes in AUM. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
|
(1)
|
Carry funds only, excluding external coinvestment.
|
(2)
|
For Carlyle returns, “Appreciation/Depreciation” represents realized and unrealized gain / loss for the period on a total return basis before fees and expenses. The percentage of return is calculated as the sum of ending remaining investment
|
(3)
|
Public portfolio includes initial public offerings ("IPO") that occurred in the quarter. Investments may be reported as private in quarters prior to the IPO quarter.
|
(4)
|
The MSCI ACWI - All Cap Index represents the performance of the MSCI All Country World Index across all market capitalization sizes of the global equity market. There are significant differences between the types of securities and assets typically acquired by our carry funds and the investments covered by the MSCI All Country World Index. Specifically, our carry funds may make investments in securities and other assets that have a greater degree of risk and volatility, and less liquidity, than those securities included in the MSCI All Country World Index. Moreover, investors in the securities included in the MSCI All Country World Index may not be subject to the management fees, carried interest or expenses to which investors in our carry funds are typically subject. Comparisons between the our carry fund appreciation and the MSCI All Country World Index are included for informational purposes only.
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions, except unit and per unit data)
|
||||||
Revenues
|
|
|
|
||||
Fund management fees
|
$
|
289.5
|
|
|
$
|
269.5
|
|
Performance fees
|
|
|
|
||||
Realized
|
131.8
|
|
|
326.8
|
|
||
Unrealized
|
13.4
|
|
|
246.2
|
|
||
Total performance fees
|
145.2
|
|
|
573.0
|
|
||
Investment income (loss)
|
|
|
|
||||
Realized
|
12.6
|
|
|
8.9
|
|
||
Unrealized
|
(22.2
|
)
|
|
(2.1
|
)
|
||
Total investment income (loss)
|
(9.6
|
)
|
|
6.8
|
|
||
Interest and other income
|
4.7
|
|
|
6.0
|
|
||
Interest and other income of Consolidated Funds
|
28.9
|
|
|
226.3
|
|
||
Revenue of a consolidated real estate VIE
|
24.4
|
|
|
55.2
|
|
||
Total revenues
|
483.1
|
|
|
1,136.8
|
|
||
Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Base compensation
|
166.3
|
|
|
180.1
|
|
||
Equity-based compensation
|
75.4
|
|
|
89.9
|
|
||
Performance fee related
|
|
|
|
||||
Realized
|
61.6
|
|
|
143.0
|
|
||
Unrealized
|
7.9
|
|
|
173.7
|
|
||
Total compensation and benefits
|
311.2
|
|
|
586.7
|
|
||
General, administrative and other expenses
|
82.3
|
|
|
116.8
|
|
||
Interest
|
15.3
|
|
|
14.6
|
|
||
Interest and other expenses of Consolidated Funds
|
23.4
|
|
|
237.8
|
|
||
Interest and other expenses of a consolidated real estate VIE
|
23.4
|
|
|
70.0
|
|
||
Other non-operating expenses
|
3.8
|
|
|
1.1
|
|
||
Total expenses
|
459.4
|
|
|
1,027.0
|
|
||
Other income
|
|
|
|
||||
Net investment gains (losses) of Consolidated Funds
|
(8.4
|
)
|
|
505.5
|
|
||
Income before provision for income taxes
|
15.3
|
|
|
615.3
|
|
||
Provision for income taxes
|
7.4
|
|
|
10.5
|
|
||
Net income
|
7.9
|
|
|
604.8
|
|
||
Net income (loss) attributable to non-controlling interests in consolidated entities
|
(2.3
|
)
|
|
439.1
|
|
||
Net income attributable to Carlyle Holdings
|
10.2
|
|
|
165.7
|
|
||
Net income attributable to non-controlling interests in Carlyle Holdings
|
1.8
|
|
|
126.2
|
|
||
Net income attributable to The Carlyle Group L.P.
|
$
|
8.4
|
|
|
$
|
39.5
|
|
|
|
|
|
||||
Net income attributable to The Carlyle Group L.P. per common unit
|
|
|
|
||||
Basic
|
$
|
0.10
|
|
|
$
|
0.58
|
|
Diluted
|
$
|
0.01
|
|
|
$
|
0.54
|
|
Weighted-average common units
|
|
|
|
||||
Basic
|
80,885,060
|
|
|
67,684,674
|
|
||
Diluted
|
299,949,767
|
|
|
72,347,771
|
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Total Revenues, March 31, 2015
|
$
|
1,136.8
|
|
Increase in fund management fees
|
20.0
|
|
|
Decrease in performance fees
|
(427.8
|
)
|
|
Decrease in investment income (loss)
|
(16.4
|
)
|
|
Decrease in interest and other income of Consolidated Funds
|
(197.4
|
)
|
|
Decrease in revenue from a consolidated real estate VIE
|
(30.8
|
)
|
|
All other changes
|
(1.3
|
)
|
|
Total decrease
|
(653.7
|
)
|
|
Total Revenues, March 31, 2016
|
$
|
483.1
|
|
|
Three Months Ended March 31,
|
||
|
2016 v. 2015
|
||
|
(Dollars in Millions)
|
||
Higher management fees from the commencement of the
investment period for certain newly raised funds, partially offset by a decline in catch-up management fees from subsequent closes of funds that are in the fundraising period |
$
|
21.3
|
|
Management fees from funds that were deconsolidated
|
37.3
|
|
|
Lower management fees from lower assets under management in
our hedge funds |
(20.7
|
)
|
|
Lower management fees from lower assets under management in
our Investment Solutions funds |
(4.1
|
)
|
|
Lower management fees resulting from the change in basis for
earning management fees from commitments to invested capital for certain funds and from distributions from funds whose management fees are based on invested capital |
(24.0
|
)
|
|
Higher transaction and portfolio advisory fees
|
15.9
|
|
|
All other changes
|
(5.7
|
)
|
|
Total increase in fund management fees
|
$
|
20.0
|
|
|
Three Months Ended March 31,
|
|||||
|
2016
|
2015
|
||||
|
(Dollars in Millions)
|
|||||
Corporate Private Equity
|
$
|
27.5
|
|
$
|
513.3
|
|
Global Market Strategies
|
1.6
|
|
18.7
|
|
||
Real Assets
|
102.2
|
|
(8.5
|
)
|
||
Investment Solutions
|
13.9
|
|
49.5
|
|
||
Total performance fees
|
$
|
145.2
|
|
$
|
573.0
|
|
|
|
|
||||
Total carry fund appreciation
|
1%
|
6%
|
|
Three Months Ended March 31,
|
||
|
2016 v. 2015
|
||
|
(Dollars in Millions)
|
||
Decrease in investment losses from the investment in NGP,
primarily due to carried interest reversals in NGP X in 2015 |
$
|
20.3
|
|
Decrease in investment income from our buyout and growth funds
|
(14.1
|
)
|
|
Increase in losses on foreign currency hedges
|
(12.5
|
)
|
|
Decrease in investment income from our real assets funds,
excluding NGP |
(6.1
|
)
|
|
Decrease in investment income from our distressed debt funds,
hedge funds, and energy mezzanine funds |
(2.8
|
)
|
|
Increase in investment loss due to deconsolidation of
certain CLOs |
(1.4
|
)
|
|
All other changes
|
0.2
|
|
|
Total decrease in investment income (loss)
|
$
|
(16.4
|
)
|
|
Three Months Ended March 31,
|
||
|
2016 v. 2015
|
||
|
(Dollars in Millions)
|
||
Decrease in interest and other income from CLOs due to
deconsolidation |
$
|
(154.8
|
)
|
Absence of interest, dividend and other income from
fund of funds vehicles due to deconsolidation |
(21.0
|
)
|
|
Absence of interest, dividend and other income from
hedge funds due to deconsolidation |
(21.6
|
)
|
|
Total decrease in interest and other income from
Consolidated Funds |
$
|
(197.4
|
)
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Total Expenses, March 31, 2015
|
$
|
1,027.0
|
|
Increases (Decreases):
|
|
||
Decrease in total compensation and benefits
|
(275.5
|
)
|
|
Decrease in general, administrative and other expenses
|
(34.5
|
)
|
|
Decrease in interest and other expenses of Consolidated Funds
|
(214.4
|
)
|
|
Decrease in interest and other expenses of a consolidated real
estate VIE |
(46.6
|
)
|
|
All other changes
|
3.4
|
|
|
Total decrease
|
(567.6
|
)
|
|
Total Expenses, March 31, 2016
|
$
|
459.4
|
|
|
Three Months Ended March 31,
|
||
|
2016 v. 2015
|
||
|
(Dollars in Millions)
|
||
Decrease in base compensation
|
$
|
(13.8
|
)
|
Decrease in equity-based compensation
|
(14.5
|
)
|
|
Decrease in performance fee related
compensation |
(247.2
|
)
|
|
Total decrease in total compensation
and benefits |
$
|
(275.5
|
)
|
|
Three Months Ended March 31,
|
||
|
2016 v. 2015
|
||
|
(Dollars in Millions)
|
||
Decrease in headcount and bonuses
|
$
|
(8.4
|
)
|
Decrease in compensation costs associated with fundraising
activities |
(7.2
|
)
|
|
All other changes
|
1.8
|
|
|
Total decrease in base compensation and benefits
|
$
|
(13.8
|
)
|
|
Three Months Ended March 31,
|
||
|
2016 v. 2015
|
||
|
(Dollars in Millions)
|
||
Intangible asset impairment losses in 2015
|
$
|
(11.8
|
)
|
Higher legal and professional fees
|
6.3
|
|
|
Higher external fundraising costs
|
3.8
|
|
|
Foreign exchange adjustments and other changes
|
(32.8
|
)
|
|
Total decrease in general, administrative and other expenses
|
$
|
(34.5
|
)
|
|
Three Months Ended March 31,
|
||
|
2016 v. 2015
|
||
|
(Dollars in Millions)
|
||
Lower expenses associated with land development services as a
result of the completion of fewer related land development
projects
|
$
|
(30.3
|
)
|
Lower expenses related to fair market value adjustment for
Urbplan loans *
|
(5.1
|
)
|
|
Lower interest expense
|
(2.7
|
)
|
|
Lower compensation and benefits
|
(0.9
|
)
|
|
Lower general, administrative and other expenses
|
(7.6
|
)
|
|
Total decrease in interest and other expenses of a Consolidated
Real Estate VIE
|
$
|
(46.6
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Realized gains (losses)
|
$
|
(6.2
|
)
|
|
$
|
224.6
|
|
Net change in unrealized gains (losses)
|
(61.6
|
)
|
|
335.9
|
|
||
Total gains (losses)
|
(67.8
|
)
|
|
560.5
|
|
||
Gains (losses) from liabilities of CLOs
|
59.4
|
|
|
(55.5
|
)
|
||
Gains on other assets of CLOs
|
—
|
|
|
0.5
|
|
||
Total investment gains (losses) of Consolidated Funds
|
$
|
(8.4
|
)
|
|
$
|
505.5
|
|
|
Three Months Ended March 31,
|
|||||
|
2016
|
2015
|
||||
|
(Dollars in Millions)
|
|||||
Gains attributable to the consolidated AlpInvest fund of
funds vehicles |
$
|
—
|
|
$
|
478.5
|
|
Gains attributable to the consolidated hedge funds
|
—
|
|
102.4
|
|
||
Gains (losses) attributable to other consolidated funds
|
2.3
|
|
(32.6
|
)
|
||
Net depreciation of CLOs
|
(10.7
|
)
|
(42.8
|
)
|
||
Total net investment gains (losses)
|
$
|
(8.4
|
)
|
$
|
505.5
|
|
|
Three Months Ended March 31,
|
|||||
|
2016
|
2015
|
||||
|
(Dollars in Millions)
|
|||||
Net income from the consolidated AlpInvest fund of funds
vehicles |
$
|
—
|
|
$
|
448.7
|
|
Net income from the consolidated hedge funds
|
—
|
|
75.5
|
|
||
Net loss from the consolidated CLOs
|
(10.3
|
)
|
(48.5
|
)
|
||
Net income (loss) from other consolidated funds
|
1.1
|
|
(34.4
|
)
|
||
Total net income (loss) of our Consolidated Funds
|
$
|
(9.2
|
)
|
$
|
441.3
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
279.9
|
|
|
$
|
296.6
|
|
Portfolio advisory fees, net
|
3.2
|
|
|
5.8
|
|
||
Transaction fees, net
|
20.3
|
|
|
1.8
|
|
||
Total fund level fee revenues
|
303.4
|
|
|
304.2
|
|
||
Performance fees
|
|
|
|
||||
Realized
|
132.0
|
|
|
321.7
|
|
||
Unrealized
|
16.0
|
|
|
280.5
|
|
||
Total performance fees
|
148.0
|
|
|
602.2
|
|
||
Investment income (loss)
|
|
|
|
||||
Realized
|
7.5
|
|
|
(82.0
|
)
|
||
Unrealized
|
(13.9
|
)
|
|
54.0
|
|
||
Total investment income (loss)
|
(6.4
|
)
|
|
(28.0
|
)
|
||
Interest
|
3.0
|
|
|
0.8
|
|
||
Other income
|
3.1
|
|
|
5.7
|
|
||
Total revenues
|
451.1
|
|
|
884.9
|
|
||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Direct base compensation
|
121.8
|
|
|
121.9
|
|
||
Indirect base compensation
|
39.8
|
|
|
51.0
|
|
||
Equity-based compensation
|
31.4
|
|
|
32.3
|
|
||
Performance fee related
|
|
|
|
||||
Realized
|
61.9
|
|
|
143.3
|
|
||
Unrealized
|
10.8
|
|
|
177.1
|
|
||
Total compensation and benefits
|
265.7
|
|
|
525.6
|
|
||
General, administrative, and other indirect expenses
|
74.4
|
|
|
66.5
|
|
||
Depreciation and amortization expense
|
7.3
|
|
|
5.5
|
|
||
Interest expense
|
15.2
|
|
|
14.6
|
|
||
Total expenses
|
362.6
|
|
|
612.2
|
|
||
Economic Net Income (Loss)
|
$
|
88.5
|
|
|
$
|
272.7
|
|
(-) Net Performance Fees
|
75.3
|
|
|
281.8
|
|
||
(-) Investment Income (Loss)
|
(6.4
|
)
|
|
(28.0
|
)
|
||
(+) Equity-based Compensation
|
31.4
|
|
|
32.3
|
|
||
(=) Fee Related Earnings
|
$
|
51.0
|
|
|
$
|
51.2
|
|
(+) Realized Net Performance Fees
|
70.1
|
|
|
178.4
|
|
||
(+) Realized Investment Income (Loss)
|
7.5
|
|
|
(82.0
|
)
|
||
(=) Distributable Earnings
|
$
|
128.6
|
|
|
$
|
147.6
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Income before provision for income taxes
|
$
|
15.3
|
|
|
$
|
615.3
|
|
Adjustments:
|
|
|
|
||||
Equity-based compensation issued in conjunction with the initial public offering, acquisitions and strategic investments
|
45.4
|
|
|
59.0
|
|
||
Acquisition related charges, including amortization of intangibles and impairment
|
17.7
|
|
|
40.6
|
|
||
Other non-operating expense
|
3.8
|
|
|
1.1
|
|
||
Tax expense associated with performance fee compensation
|
(3.3
|
)
|
|
(5.2
|
)
|
||
Net (income) loss attributable to non-controlling interests in consolidated entities
|
2.3
|
|
|
(439.1
|
)
|
||
Severance and other adjustments
|
7.3
|
|
|
1.0
|
|
||
Economic Net Income
|
$
|
88.5
|
|
|
$
|
272.7
|
|
Net performance fees
(1)
|
75.3
|
|
|
281.8
|
|
||
Investment income (loss)
(1)
|
(6.4
|
)
|
|
(28.0
|
)
|
||
Equity-based compensation
|
31.4
|
|
|
32.3
|
|
||
Fee Related Earnings
|
$
|
51.0
|
|
|
$
|
51.2
|
|
Realized performance fees, net of related compensation
|
70.1
|
|
|
178.4
|
|
||
Realized investment income (loss)
(1)
|
7.5
|
|
|
(82.0
|
)
|
||
Distributable Earnings
|
$
|
128.6
|
|
|
$
|
147.6
|
|
(1)
|
– See reconciliation to most directly comparable U.S. GAAP measure below:
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
Carlyle
Consolidated |
|
Adjustments
(2)
|
|
Total
Reportable Segments |
||||||
|
(Dollars in millions)
|
||||||||||
Performance fees
|
|
|
|
|
|
||||||
Realized
|
$
|
131.8
|
|
|
$
|
0.2
|
|
|
$
|
132.0
|
|
Unrealized
|
13.4
|
|
|
2.6
|
|
|
16.0
|
|
|||
Total performance fees
|
145.2
|
|
|
2.8
|
|
|
148.0
|
|
|||
Performance fee related compensation expense
|
|
|
|
|
|
||||||
Realized
|
61.6
|
|
|
0.3
|
|
|
61.9
|
|
|||
Unrealized
|
7.9
|
|
|
2.9
|
|
|
10.8
|
|
|||
Total performance fee related compensation expense
|
69.5
|
|
|
3.2
|
|
|
72.7
|
|
|||
Net performance fees
|
|
|
|
|
|
||||||
Realized
|
70.2
|
|
|
(0.1
|
)
|
|
70.1
|
|
|||
Unrealized
|
5.5
|
|
|
(0.3
|
)
|
|
5.2
|
|
|||
Total net performance fees
|
$
|
75.7
|
|
|
$
|
(0.4
|
)
|
|
$
|
75.3
|
|
Investment income (loss)
|
|
|
|
|
|
||||||
Realized
|
$
|
12.6
|
|
|
$
|
(5.1
|
)
|
|
$
|
7.5
|
|
Unrealized
|
(22.2
|
)
|
|
8.3
|
|
|
(13.9
|
)
|
|||
Investment income (loss)
|
$
|
(9.6
|
)
|
|
$
|
3.2
|
|
|
$
|
(6.4
|
)
|
|
Three Months Ended March 31, 2015
|
||||||||||
|
Carlyle
Consolidated |
|
Adjustments
(2)
|
|
Total
Reportable Segments |
||||||
|
(Dollars in millions)
|
||||||||||
Performance fees
|
|
|
|
|
|
||||||
Realized
|
$
|
326.8
|
|
|
$
|
(5.1
|
)
|
|
$
|
321.7
|
|
Unrealized
|
246.2
|
|
|
34.3
|
|
|
280.5
|
|
|||
Total performance fees
|
573.0
|
|
|
29.2
|
|
|
602.2
|
|
|||
Performance fee related compensation expense
|
|
|
|
|
|
||||||
Realized
|
143.0
|
|
|
0.3
|
|
|
143.3
|
|
|||
Unrealized
|
173.7
|
|
|
3.4
|
|
|
177.1
|
|
|||
Total performance fee related compensation expense
|
316.7
|
|
|
3.7
|
|
|
320.4
|
|
|||
Net performance fees
|
|
|
|
|
|
||||||
Realized
|
183.8
|
|
|
(5.4
|
)
|
|
178.4
|
|
|||
Unrealized
|
72.5
|
|
|
30.9
|
|
|
103.4
|
|
|||
Total net performance fees
|
$
|
256.3
|
|
|
$
|
25.5
|
|
|
$
|
281.8
|
|
Investment income (loss)
|
|
|
|
|
|
||||||
Realized
|
$
|
8.9
|
|
|
$
|
(90.9
|
)
|
|
$
|
(82.0
|
)
|
Unrealized
|
(2.1
|
)
|
|
56.1
|
|
|
54.0
|
|
|||
Total investment income (loss)
|
$
|
6.8
|
|
|
$
|
(34.8
|
)
|
|
$
|
(28.0
|
)
|
(2)
|
Adjustments to performance fees and investment income (loss) relate to (i) amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were included in the Non-GAAP results, (ii) amounts attributable to non-controlling interests in consolidated entities, which were excluded from the Non-GAAP
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Economic Net Income (Loss)
|
|
|
|
||||
Corporate Private Equity
|
$
|
32.2
|
|
|
$
|
289.0
|
|
Global Market Strategies
|
(5.5
|
)
|
|
9.6
|
|
||
Real Assets
|
61.5
|
|
|
(33.4
|
)
|
||
Investment Solutions
|
0.3
|
|
|
7.5
|
|
||
Economic Net Income (Loss)
|
$
|
88.5
|
|
|
$
|
272.7
|
|
Distributable Earnings
|
|
|
|
||||
Corporate Private Equity
|
$
|
104.5
|
|
|
$
|
193.9
|
|
Global Market Strategies
|
0.8
|
|
|
8.5
|
|
||
Real Assets
|
19.5
|
|
|
(61.7
|
)
|
||
Investment Solutions
|
3.8
|
|
|
6.9
|
|
||
Distributable Earnings
|
$
|
128.6
|
|
|
$
|
147.6
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
127.2
|
|
|
$
|
134.3
|
|
Portfolio advisory fees, net
|
3.1
|
|
|
5.2
|
|
||
Transaction fees, net
|
20.3
|
|
|
1.5
|
|
||
Total fund level fee revenues
|
150.6
|
|
|
141.0
|
|
||
Performance fees
|
|
|
|
||||
Realized
|
126.2
|
|
|
306.0
|
|
||
Unrealized
|
(93.1
|
)
|
|
200.7
|
|
||
Total performance fees
|
33.1
|
|
|
506.7
|
|
||
Investment income (loss)
|
|
|
|
||||
Realized
|
4.5
|
|
|
2.7
|
|
||
Unrealized
|
(6.1
|
)
|
|
7.4
|
|
||
Total investment income (loss)
|
(1.6
|
)
|
|
10.1
|
|
||
Interest
|
0.9
|
|
|
0.3
|
|
||
Other income
|
1.5
|
|
|
2.9
|
|
||
Total revenues
|
184.5
|
|
|
661.0
|
|
||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Direct base compensation
|
59.8
|
|
|
53.7
|
|
||
Indirect base compensation
|
19.6
|
|
|
26.3
|
|
||
Equity-based compensation
|
17.8
|
|
|
17.3
|
|
||
Performance fee related
|
|
|
|
||||
Realized
|
58.6
|
|
|
137.0
|
|
||
Unrealized
|
(44.7
|
)
|
|
95.7
|
|
||
Total compensation and benefits
|
111.1
|
|
|
330.0
|
|
||
General, administrative, and other indirect expenses
|
30.9
|
|
|
31.7
|
|
||
Depreciation and amortization expense
|
3.4
|
|
|
2.7
|
|
||
Interest expense
|
6.9
|
|
|
7.6
|
|
||
Total expenses
|
152.3
|
|
|
372.0
|
|
||
Economic Net Income
|
$
|
32.2
|
|
|
$
|
289.0
|
|
(-) Net Performance Fees
|
19.2
|
|
|
274.0
|
|
||
(-) Investment Income (Loss)
|
(1.6
|
)
|
|
10.1
|
|
||
(+) Equity-based Compensation
|
17.8
|
|
|
17.3
|
|
||
(=) Fee Related Earnings
|
$
|
32.4
|
|
|
$
|
22.2
|
|
(+) Realized Net Performance Fees
|
67.6
|
|
|
169.0
|
|
||
(+) Realized Investment Income
|
4.5
|
|
|
2.7
|
|
||
(=) Distributable Earnings
|
$
|
104.5
|
|
|
$
|
193.9
|
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Distributable earnings, March 31, 2015
|
$
|
193.9
|
|
Increases (decreases):
|
|
||
Decrease in realized net performance fees
|
(101.4
|
)
|
|
Increase in realized investment income
|
1.8
|
|
|
Increase in fee related earnings
|
10.2
|
|
|
Total decrease
|
(89.4
|
)
|
|
Distributable earnings, March 31, 2016
|
$
|
104.5
|
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Fee related earnings, March 31, 2015
|
$
|
22.2
|
|
Increases (decreases):
|
|
||
Increase in fee revenues
|
9.6
|
|
|
Decrease in direct and indirect base compensation
|
0.6
|
|
|
Decrease in general, administrative and other
expenses |
0.8
|
|
|
All other changes
|
(0.8
|
)
|
|
Total increase
|
10.2
|
|
|
Fee related earnings, March 31, 2016
|
$
|
32.4
|
|
|
Three Months Ended March 31,
|
||
|
2016 v. 2015
|
||
|
(Dollars in Millions)
|
||
Lower fund management fees
|
$
|
(7.1
|
)
|
Higher transaction fees
|
18.8
|
|
|
Lower portfolio advisory fees
|
(2.1
|
)
|
|
Total increase in fee revenues
|
$
|
9.6
|
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Economic net income, March 31, 2015
|
$
|
289.0
|
|
Increases (decreases):
|
|
||
Decrease in net performance fees
|
(254.8
|
)
|
|
Decrease in investment income (loss)
|
(11.7
|
)
|
|
Increase in equity-based compensation
|
(0.5
|
)
|
|
Increase in fee related earnings
|
10.2
|
|
|
Total decrease
|
(256.8
|
)
|
|
Economic net income, March 31, 2016
|
$
|
32.2
|
|
|
Performance Fees
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Buyout funds
|
$
|
43.5
|
|
|
$
|
493.8
|
|
Growth Capital funds
|
(10.4
|
)
|
|
12.9
|
|
||
Total
|
$
|
33.1
|
|
|
$
|
506.7
|
|
|
Three Months Ended March 31,
|
|
|
2016
|
2015
|
|
(Dollars in millions)
|
|
Net Performance Fees
|
$19.2
|
$274.0
|
|
|
|
Percentage of Total Performance Fees
|
58%
|
54%
|
|
As of March 31,
|
||||||
|
2016
|
|
2015
|
||||
Corporate Private Equity
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM (1)
|
|
|
|
||||
Fee-earning AUM based on capital commitments
|
$
|
25,855
|
|
|
$
|
22,648
|
|
Fee-earning AUM based on invested capital
|
12,860
|
|
|
15,426
|
|
||
Fee-earning AUM based on lower of cost or fair value
|
2,194
|
|
|
1,289
|
|
||
Total Fee-earning AUM
|
$
|
40,909
|
|
|
$
|
39,363
|
|
Weighted Average Management Fee Rates (2)
|
|
|
|
||||
All Funds
|
1.27
|
%
|
|
1.23
|
%
|
||
Funds in Investment Period
|
1.43
|
%
|
|
1.42
|
%
|
(1)
|
For additional information concerning the components of Fee-earning AUM, see “—Fee-earning Assets under Management.”
|
(2)
|
Represents the aggregate effective management fee rate of each fund in the segment, weighted by each fund’s Fee-earning AUM, as of the end of each period presented.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Corporate Private Equity
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
40,926
|
|
|
$
|
40,249
|
|
Inflows, including Fee-paying Commitments (1)
|
267
|
|
|
704
|
|
||
Outflows, including Distributions (2)
|
(727
|
)
|
|
(963
|
)
|
||
Market Appreciation/(Depreciation) (3)
|
—
|
|
|
(5
|
)
|
||
Foreign Exchange and other (4)
|
443
|
|
|
(622
|
)
|
||
Balance, End of Period
|
$
|
40,909
|
|
|
$
|
39,363
|
|
(1)
|
Inflows represent limited partner capital raised and capital invested by carry funds outside the original investment period.
|
(2)
|
Outflows represent distributions from funds outside the investment period and changes in fee basis for our carry funds where the original investment period has expired.
|
(3)
|
Market Appreciation/(Depreciation) represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower of cost or fair value.
|
(4)
|
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 period end.
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
Available
Capital |
|
Fair Value
of Capital |
|
Total
AUM |
||||||
|
(Dollars in millions)
|
||||||||||
Corporate Private Equity
|
|
|
|
|
|
||||||
Balance, Beginning of Period
|
$
|
24,212
|
|
|
$
|
38,932
|
|
|
$
|
63,144
|
|
Commitments (1)
|
(100
|
)
|
|
—
|
|
|
(100
|
)
|
|||
Capital Called, net (2)
|
(1,301
|
)
|
|
1,177
|
|
|
(124
|
)
|
|||
Distributions (3)
|
32
|
|
|
(2,653
|
)
|
|
(2,621
|
)
|
|||
Market Appreciation/(Depreciation) (4)
|
—
|
|
|
155
|
|
|
155
|
|
|||
Foreign Exchange and other (5)
|
274
|
|
|
414
|
|
|
688
|
|
|||
Balance, End of Period
|
$
|
23,117
|
|
|
$
|
38,025
|
|
|
$
|
61,142
|
|
(1)
|
Represents capital raised by our carry funds, net of expired available capital.
|
(2)
|
Represents capital called by our carry funds, net of fund fees and expenses. Equity invested amounts may vary from capital called due to timing differences between acquisition and capital call dates.
|
(3)
|
Represents distributions from our carry funds, net of amounts recycled. Distributions are based on when proceeds are actually distributed to investors, which may differ from when they are realized.
|
(4)
|
Market Appreciation/(Depreciation) represents realized and unrealized gains (losses) on portfolio investments.
|
(5)
|
Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
|
(1)
|
The data presented herein that provides “inception to date” performance results of our segments relates to the period following the formation of the first fund within each segment. For our Corporate Private Equity segment our first fund was formed in 1990.
|
(2)
|
Represents the original cost of all capital called for investments since inception of the fund.
|
(3)
|
Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest.
|
(4)
|
Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.
|
(5)
|
An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in, the investment. An investment is considered partially realized when the total amount of proceeds received in respect of such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR, when considered together with the other investment performance metrics presented, provides investors with meaningful information regarding our investment performance by removing the impact of investments where significant realization activity has not yet occurred. Realized/Partially Realized MOIC and Gross IRR have limitations as measures of investment performance, and should not be considered in isolation. Such limitations include the fact that these measures do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other companies that use similarly titled measures. We do not present Realized/Partially Realized performance information separately for funds that are still in the investment period because of the relatively insignificant level of realizations for funds of this type.
|
(6)
|
Fully Invested funds are past the expiration date of the investment period as defined in the respective limited partnership agreement. In instances where a successor fund has had its first capital call, the predecessor fund is categorized as fully invested.
|
(7)
|
Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value before management fees, expenses and carried interest.
|
(8)
|
Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest.
|
(9)
|
Aggregate includes the following funds: CP I, CMG, CVP I, CVP II, CUSGF III, CEVP, CETP I, CAVP I, CAVP II, CAGP III, Mexico, CBPF, and MENA.
|
(10)
|
Includes coinvestments and certain other stand-alone investments arranged by us.
|
(11)
|
Aggregate includes the following funds: CGP, CSABF, CSSAF, CPF I, CCI, and CETP III.
|
(12)
|
Returns are not considered meaningful, as the investment period commenced in May 2012 for CP VI, November 2012 for CAP IV, April 2013 for CGFSP II, August 2013 for CEP IV, August 2014 for CJP III, and March 2015 for CEOF II.
|
(13)
|
For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate.
|
(1)
|
Net asset value of our carry funds. Reflects significant funds with remaining fair value of greater than $100 million.
|
(2)
|
Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by investment cost.
|
(3)
|
Total MOIC represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital
|
(4)
|
Represents cumulative equity invested as of the reporting period divided by total commitments. Amount can be greater than 100% due to the re-investment of recallable distributions to fund investors.
|
(5)
|
Fund has accrued carry/(clawback) as of the reporting period.
|
(6)
|
Fund has realized carry in the last twelve months.
|
(7)
|
Represents the date of the first capital contribution for management fees.
|
(8)
|
Aggregate includes the following funds: CMG, CP I, CP II, CP III, CEP I, CAP I, CBPF, CJP I, CEVP, CETP I, CETP III, CCI, CAVP I, CAVP II, CAGP III, Mexico, MENA, CSABF, CSSAF, CPF, CGP, CVP I, CVP II, and CUSGF III. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.
|
(9)
|
Includes co-investments, prefund investments and certain other stand-alone investments arranged by us. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.
|
(10)
|
For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
51.1
|
|
|
$
|
55.5
|
|
Portfolio advisory fees, net
|
0.1
|
|
|
0.5
|
|
||
Transaction fees, net
|
—
|
|
|
—
|
|
||
Total fund level fee revenues
|
51.2
|
|
|
56.0
|
|
||
Performance fees
|
|
|
|
||||
Realized
|
1.8
|
|
|
4.6
|
|
||
Unrealized
|
(0.3
|
)
|
|
18.7
|
|
||
Total performance fees
|
1.5
|
|
|
23.3
|
|
||
Investment income (loss)
|
|
|
|
||||
Realized
|
0.8
|
|
|
1.6
|
|
||
Unrealized
|
(2.1
|
)
|
|
(4.2
|
)
|
||
Total investment income (loss)
|
(1.3
|
)
|
|
(2.6
|
)
|
||
Interest
|
1.5
|
|
|
0.5
|
|
||
Other income
|
1.1
|
|
|
1.3
|
|
||
Total revenues
|
54.0
|
|
|
78.5
|
|
||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Direct base compensation
|
23.2
|
|
|
28.2
|
|
||
Indirect base compensation
|
8.2
|
|
|
8.8
|
|
||
Equity-based compensation
|
5.0
|
|
|
5.2
|
|
||
Performance fee related
|
|
|
|
||||
Realized
|
0.8
|
|
|
2.3
|
|
||
Unrealized
|
(1.1
|
)
|
|
8.2
|
|
||
Total compensation and benefits
|
36.1
|
|
|
52.7
|
|
||
General, administrative, and other indirect expenses
|
19.2
|
|
|
12.3
|
|
||
Depreciation and amortization expense
|
1.5
|
|
|
1.1
|
|
||
Interest expense
|
2.7
|
|
|
2.8
|
|
||
Total expenses
|
59.5
|
|
|
68.9
|
|
||
Economic Net Income (Loss)
|
$
|
(5.5
|
)
|
|
$
|
9.6
|
|
(-) Net Performance Fees
|
1.8
|
|
|
12.8
|
|
||
(-) Investment Loss
|
(1.3
|
)
|
|
(2.6
|
)
|
||
(+) Equity-based Compensation
|
5.0
|
|
|
5.2
|
|
||
(=) Fee Related Earnings
|
$
|
(1.0
|
)
|
|
$
|
4.6
|
|
(+) Realized Net Performance Fees
|
1.0
|
|
|
2.3
|
|
||
(+) Realized Investment Income
|
0.8
|
|
|
1.6
|
|
||
(=) Distributable Earnings
|
$
|
0.8
|
|
|
$
|
8.5
|
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Distributable earnings, March 31, 2015
|
$
|
8.5
|
|
Increases (decreases):
|
|
||
Decrease in realized net performance fees
|
(1.3
|
)
|
|
Decrease in realized investment income (loss)
|
(0.8
|
)
|
|
Decrease in fee related earnings
|
(5.6
|
)
|
|
Total decrease
|
(7.7
|
)
|
|
Distributable earnings, March 31, 2016
|
$
|
0.8
|
|
Three Months Ended March 31,
|
|
2016
|
2015
|
Structured Credit Funds
|
Structured Credit Funds
|
ESG
|
ESG
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Fee related earnings, March 31, 2015
|
$
|
4.6
|
|
Increases (decreases):
|
|
||
Decrease in fee revenues
|
(4.8
|
)
|
|
Decrease in direct and indirect base compensation
|
5.6
|
|
|
Increase in general, administrative and other
expenses |
(6.9
|
)
|
|
All other changes
|
0.5
|
|
|
Total decrease
|
(5.6
|
)
|
|
Fee related earnings, March 31, 2016
|
$
|
(1.0
|
)
|
|
Three Months Ended March 31,
|
||
|
2016 v. 2015
|
||
|
(Dollars in Millions)
|
||
Lower fund management fees
|
$
|
(4.4
|
)
|
Lower portfolio advisory fees
|
(0.4
|
)
|
|
Total decrease in fee revenues
|
$
|
(4.8
|
)
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Economic net income (loss), March 31, 2015
|
$
|
9.6
|
|
Increases (decreases):
|
|
||
Decrease in net performance fees
|
(11.0
|
)
|
|
Decrease in investment loss
|
1.3
|
|
|
Decrease in equity-based compensation
|
0.2
|
|
|
Decrease in fee related earnings
|
(5.6
|
)
|
|
Total decrease
|
(15.1
|
)
|
|
Economic net income (loss), March 31, 2016
|
$
|
(5.5
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Carry funds
|
$
|
(1.5
|
)
|
|
$
|
17.0
|
|
Hedge funds
|
1.4
|
|
|
1.9
|
|
||
Structured credit funds
|
1.6
|
|
|
4.4
|
|
||
Performance fees
|
$
|
1.5
|
|
|
$
|
23.3
|
|
|
Three Months Ended March 31,
|
|
|
2016
|
2015
|
Carry funds
|
(12)%
|
3%
|
|
As of March 31,
|
||||||
|
2016
|
|
2015
|
||||
Global Market Strategies
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM (1)
|
|
|
|
||||
Fee-earning AUM based on capital commitments
|
$
|
2,579
|
|
|
$
|
1,916
|
|
Fee-earning AUM based on invested capital
|
1,650
|
|
|
595
|
|
||
Fee-earning AUM based on collateral balances, at par
|
17,182
|
|
|
17,701
|
|
||
Fee-earning AUM based on net asset value
|
5,716
|
|
|
10,783
|
|
||
Fee-earning AUM based on other (2)
|
1,471
|
|
|
995
|
|
||
Total Fee-earning AUM
|
$
|
28,598
|
|
|
$
|
31,990
|
|
Weighted Average Management Fee Rates (3)
|
|
|
|
||||
All Funds, excluding CLOs
|
1.47
|
%
|
|
1.65
|
%
|
(1)
|
For additional information concerning the components of Fee-earning AUM, see “—Fee-earning Assets under Management.”
|
(2)
|
Includes funds with fees based on gross asset value.
|
(3)
|
Represents the aggregate effective management fee rate for carry funds and hedge funds, weighted by each fund’s Fee-earning AUM, as of the end of each period presented. Management fees for CLOs are based on the total par amount of the assets (collateral) and principal balance of the notes in the fund and are not calculated as a percentage of equity and are therefore not included.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Global Market Strategies
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
30,972
|
|
|
$
|
33,898
|
|
Inflows, including Fee-paying Commitments (1)
|
349
|
|
|
6
|
|
||
Outflows, including Distributions (2)
|
(223
|
)
|
|
(63
|
)
|
||
Subscriptions, net of Redemptions (3)
|
(1,448
|
)
|
|
(2,085
|
)
|
||
Changes in CLO collateral balances (4)
|
(976
|
)
|
|
726
|
|
||
Market Appreciation/(Depreciation) (5)
|
(433
|
)
|
|
55
|
|
||
Foreign Exchange and other (6)
|
357
|
|
|
(547
|
)
|
||
Balance, End of Period
|
$
|
28,598
|
|
|
$
|
31,990
|
|
(1)
|
Inflows represent limited partner capital raised and capital invested by our carry funds outside the investment period.
|
(2)
|
Outflows represent limited partner distributions from our carry funds, changes in fee basis for our carry funds where the investment period has expired, and reductions for funds that are no longer calling fees.
|
(3)
|
Represents subscriptions and redemptions in our hedge funds and mutual fund. Our hedge fund partnerships had outstanding redemption requests for $1.5 billion in the aggregate as of the beginning of the second quarter of 2016.
|
(4)
|
Represents the change in the aggregate Fee-earning collateral balances and principal balances at par of our CLOs/structured products, as of the quarterly cut-off dates.
|
(5)
|
Market Appreciation/ (Depreciation) represents changes in the net asset value of our hedge funds and mutual fund.
|
(6)
|
Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds and other changes in Total AUM. 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.
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
Available
Capital |
|
Fair Value
of Capital |
|
Total
AUM |
||||||
|
(Dollars in millions)
|
||||||||||
Global Market Strategies
|
|
|
|
|
|
||||||
Balance, Beginning of Period
|
$
|
3,751
|
|
|
$
|
31,504
|
|
|
$
|
35,255
|
|
Commitments (1)
|
960
|
|
|
—
|
|
|
960
|
|
|||
Capital Called, net (2)
|
(90
|
)
|
|
134
|
|
|
44
|
|
|||
Distributions (3)
|
77
|
|
|
(118
|
)
|
|
(41
|
)
|
|||
Subscriptions, net of Redemptions (4)
|
—
|
|
|
(1,496
|
)
|
|
(1,496
|
)
|
|||
Changes in CLO collateral balances (5)
|
—
|
|
|
(259
|
)
|
|
(259
|
)
|
|||
Market Appreciation/(Depreciation) (6)
|
—
|
|
|
(822
|
)
|
|
(822
|
)
|
|||
Foreign Exchange and other (7)
|
—
|
|
|
332
|
|
|
332
|
|
|||
Balance, End of Period (8)
|
$
|
4,698
|
|
|
$
|
29,275
|
|
|
$
|
33,973
|
|
(1)
|
Represents capital raised by our carry funds, net of expired available capital.
|
(2)
|
Represents capital called by our carry funds and business development companies, net of fund fees and expenses. Equity invested amounts may vary from capital called due to timing differences between acquisition and capital call dates.
|
(3)
|
Represents distributions from our carry funds and business development companies, net of amounts recycled. Distributions are based on when proceeds are actually distributed to investors, which may differ from when they are realized.
|
(4)
|
Represents the net result of subscriptions to and redemptions from our hedge funds and mutual fund. Our hedge fund partnerships had outstanding gross redemption requests for $1.5 billion in the aggregate as of the beginning of the second quarter of 2016.
|
(5)
|
Represents the change in the aggregate collateral balance and principal cash and principal notes at par of the CLOs/structured products.
|
(6)
|
Market Appreciation/(Depreciation) represents realized and unrealized gains (losses) on portfolio investments and changes in the net asset value of our hedge funds and mutual fund.
|
(7)
|
Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds and other changes in AUM. 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.
|
(8)
|
Ending balance is comprised of approximately
$19.5 billion
from our structured credit /other structured product funds,
$6.3 billion
in our hedge funds,
$6.8 billion
(including
$4.7 billion
of Available Capital) in our carry funds, and
$1.4 billion
from our business development companies.
|
|
|
|
|
|
TOTAL INVESTMENTS
|
||||||||||||||||
|
|
|
|
|
As of March 31, 2016
|
|
Inception to March 31, 2016
|
||||||||||||||
|
Fund
Inception Date(1) |
|
Committed
Capital |
|
Cumulative
Invested Capital(2) |
|
Total Fair
Value(3) |
|
MOIC(4)
|
|
Gross
IRR(5) |
|
Net IRR(6)
|
||||||||
Global Market Strategies
|
(Reported in Local Currency, in Millions)
|
|
|
|
|
||||||||||||||||
CSP II
|
6/2007
|
|
$
|
1,352.3
|
|
|
$
|
1,352.3
|
|
|
$
|
2,435.5
|
|
|
1.8x
|
|
17
|
%
|
|
11
|
%
|
CEMOF I
|
12/2010
|
|
$
|
1,382.5
|
|
|
$
|
1,160.8
|
|
|
$
|
1,120.9
|
|
|
1.0x
|
|
(2
|
)%
|
|
(8
|
)%
|
CEMOF II (7)
|
2/2015
|
|
$
|
2,721.6
|
|
|
$
|
166.5
|
|
|
$
|
170.5
|
|
|
1.0x
|
|
NM
|
|
|
NM
|
|
(1)
|
The data presented herein that provides “inception to date” performance results for CSP II, CEMOF I, and CEMOF II related to the period following the formation of the funds in June 2007, December 2010, and February 2015, respectively.
|
(2)
|
Represents the original cost of investments net of investment level recallable proceeds which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC.
|
(3)
|
Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest.
|
(4)
|
Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.
|
(5)
|
Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value before management fees, expenses and carried interest.
|
(6)
|
Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest.
|
(7)
|
Returns are not considered meaningful, as the investment period commenced in February 2015 for CEMOF II.
|
|
Remaining
Fair Value(1) |
|
Unrealized
MOIC(2) |
|
Total
MOIC(3) |
|
%
Invested(4) |
|
In Accrued
Carry/ (Clawback) (5) |
|
LTM
Realized Carry (6) |
|
Catch-up
Rate |
|
Fee
Initiation Date(7) |
|
Quarters
Since Fee Initiation |
|
Original
Investment Period End Date |
|||||
|
As of March 31, 2016
|
|
|
|
|
|
|
|
|
|||||||||||||||
Global Market Strategies
|
(Reported in Local Currency, in Millions)
|
|
|
|
|
|
|
|
|
|||||||||||||||
CEMOF I
|
$
|
599.1
|
|
|
0.6x
|
|
1.0x
|
|
84
|
%
|
|
|
|
|
|
100
|
%
|
|
Dec-10
|
|
22
|
|
|
Dec-15
|
CSP II
|
$
|
293.6
|
|
|
0.8x
|
|
1.8x
|
|
100
|
%
|
|
X
|
|
|
|
80
|
%
|
|
Dec-07
|
|
34
|
|
|
Jun-11
|
CEMOF II
|
$
|
176.7
|
|
|
1.0x
|
|
1.0x
|
|
6
|
%
|
|
|
|
|
|
100
|
%
|
|
Dec-15
|
|
2
|
|
|
Jun-20
|
All Other Funds (8)
|
$
|
734.3
|
|
|
0.9x
|
|
1.4x
|
|
|
|
NM
|
|
NM
|
|
|
|
|
|
|
|
|
|||
Coinvestment and Other (9)
|
$
|
281.8
|
|
|
0.7x
|
|
0.9x
|
|
|
|
NM
|
|
NM
|
|
|
|
|
|
|
|
|
|||
Total Global Market Strategies
|
$
|
2,085.6
|
|
|
0.8x
|
|
1.4x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Net asset value of our carry funds. Reflects significant funds with remaining fair value of greater than $100 million.
|
(2)
|
Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by investment cost.
|
(3)
|
Total MOIC represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital. For certain funds, represents the original cost of investments net of investment-level recallable proceeds, which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC.
|
(4)
|
Represents cumulative equity invested as of the reporting period divided by total commitments. Amount can be greater than 100% due to the re-investment of recallable distributions to fund investors.
|
(5)
|
Fund has accrued carry/(clawback) as of the reporting period.
|
(6)
|
Fund has realized carry in the last twelve months.
|
(7)
|
Represents the date of the first capital contribution for management fees.
|
(8)
|
Aggregate includes the following funds: CSP I, CSP III, CMP I, CMP II, and CASCOF. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.
|
(9)
|
Includes co-investments, prefund investments and certain other stand-alone investments arranged by us. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
65.2
|
|
|
$
|
66.3
|
|
Portfolio advisory fees, net
|
—
|
|
|
0.1
|
|
||
Transaction fees, net
|
—
|
|
|
0.3
|
|
||
Total fund level fee revenues
|
65.2
|
|
|
66.7
|
|
||
Performance fees
|
|
|
|
||||
Realized
|
1.8
|
|
|
7.7
|
|
||
Unrealized
|
97.7
|
|
|
14.1
|
|
||
Total performance fees
|
99.5
|
|
|
21.8
|
|
||
Investment income (loss)
|
|
|
|
||||
Realized
|
2.2
|
|
|
(86.4
|
)
|
||
Unrealized
|
(4.7
|
)
|
|
50.2
|
|
||
Total investment income (loss)
|
(2.5
|
)
|
|
(36.2
|
)
|
||
Interest
|
0.5
|
|
|
—
|
|
||
Other income
|
0.4
|
|
|
1.1
|
|
||
Total revenues
|
163.1
|
|
|
53.4
|
|
||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Direct base compensation
|
20.2
|
|
|
18.5
|
|
||
Indirect base compensation
|
9.2
|
|
|
12.3
|
|
||
Equity-based compensation
|
6.2
|
|
|
7.1
|
|
||
Performance fee related
|
|
|
|
||||
Realized
|
0.8
|
|
|
1.8
|
|
||
Unrealized
|
44.8
|
|
|
28.9
|
|
||
Total compensation and benefits
|
81.2
|
|
|
68.6
|
|
||
General, administrative, and other indirect expenses
|
14.9
|
|
|
14.6
|
|
||
Depreciation and amortization expense
|
1.5
|
|
|
0.9
|
|
||
Interest expense
|
4.0
|
|
|
2.7
|
|
||
Total expenses
|
101.6
|
|
|
86.8
|
|
||
Economic Net Income (Loss)
|
$
|
61.5
|
|
|
$
|
(33.4
|
)
|
(-) Net Performance Fees
|
53.9
|
|
|
(8.9
|
)
|
||
(-) Investment Loss
|
(2.5
|
)
|
|
(36.2
|
)
|
||
(+) Equity-based Compensation
|
6.2
|
|
|
7.1
|
|
||
(=) Fee Related Earnings
|
$
|
16.3
|
|
|
$
|
18.8
|
|
(+) Realized Net Performance Fees
|
1.0
|
|
|
5.9
|
|
||
(+) Realized Investment Income (Loss)
|
2.2
|
|
|
(86.4
|
)
|
||
(=) Distributable Earnings
|
$
|
19.5
|
|
|
$
|
(61.7
|
)
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Distributable earnings, March 31, 2015
|
$
|
(61.7
|
)
|
Increases (decreases):
|
|
||
Decrease in realized net performance fees
|
(4.9
|
)
|
|
Increase in realized investment income (loss)
|
88.6
|
|
|
Decrease in fee related earnings
|
(2.5
|
)
|
|
Total increase
|
81.2
|
|
|
Distributable earnings, March 31, 2016
|
$
|
19.5
|
|
Three Months Ended March 31,
|
|
2016
|
2015
|
CRP VI
|
CRP VI
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Fee related earnings, March 31, 2015
|
$
|
18.8
|
|
Increases (decreases):
|
|
||
Decrease in fee revenues
|
(1.5
|
)
|
|
Decrease in direct and indirect base compensation
|
1.4
|
|
|
Increase in general, administrative and other
expenses |
(0.3
|
)
|
|
All other changes
|
(2.1
|
)
|
|
Total decrease
|
(2.5
|
)
|
|
Fee related earnings, March 31, 2016
|
$
|
16.3
|
|
|
Three Months Ended March 31,
|
||
|
2016 v. 2015
|
||
|
(Dollars in Millions)
|
||
Lower fund management fees
|
$
|
(1.1
|
)
|
Lower transaction fees
|
(0.3
|
)
|
|
Lower portfolio advisory fees
|
(0.1
|
)
|
|
Total decrease in fee revenues
|
$
|
(1.5
|
)
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Economic net income (loss), March 31, 2015
|
$
|
(33.4
|
)
|
Increases (decreases):
|
|
||
Increase in net performance fees
|
62.8
|
|
|
Decrease in investment losses
|
33.7
|
|
|
Decrease in equity-based compensation
|
0.9
|
|
|
Decrease in fee related earnings
|
(2.5
|
)
|
|
Total increase
|
94.9
|
|
|
Economic net income (loss), March 31, 2016
|
$
|
61.5
|
|
|
Performance Fees
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Real Estate funds
|
$
|
99.7
|
|
|
$
|
67.2
|
|
Natural Resources funds
|
0.1
|
|
|
(9.0
|
)
|
||
Legacy Energy funds
|
(0.3
|
)
|
|
(36.4
|
)
|
||
Total
|
$
|
99.5
|
|
|
$
|
21.8
|
|
|
As of March 31,
|
||||||
|
2016
|
|
2015
|
||||
Real Assets
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM (1)
|
|
|
|
||||
Fee-earning AUM based on capital commitments
|
$
|
12,728
|
|
|
$
|
6,397
|
|
Fee-earning AUM based on invested capital (2)
|
16,966
|
|
|
20,511
|
|
||
Fee-earning AUM based on lower of cost or fair value and other (3)
|
957
|
|
|
679
|
|
||
Total Fee-earning AUM (4)
|
$
|
30,651
|
|
|
$
|
27,587
|
|
Weighted Average Management Fee Rates (5)
|
|
|
|
||||
All Funds
|
1.24
|
%
|
|
1.33
|
%
|
||
Funds in Investment Period
|
1.45
|
%
|
|
1.60
|
%
|
(1)
|
For additional information concerning the components of Fee-earning AUM, See “—Fee-earning Assets under Management.”
|
(2)
|
Includes amounts committed to or reserved for investments for certain real estate funds.
|
(3)
|
Includes certain funds that are calculated on gross asset value.
|
(4)
|
Energy II, Energy III, Energy IV, Renew I, and Renew II (collectively, the “Legacy Energy Funds”), are managed with Riverstone Holdings LLC and its affiliates. Affiliates of both Carlyle and Riverstone act as investment advisers to each of the Legacy Energy Funds. With the exception of Energy IV and Renew II, where Carlyle has a minority representation on the funds’ management committees, management of each of the Legacy Energy Funds is vested in committees with equal representation by Carlyle and Riverstone, and the consent of representatives of both Carlyle and Riverstone is required for investment decisions. As of
March 31, 2016
, the Legacy Energy Funds had, in the aggregate, approximately
$6.1 billion
in AUM and
$5.8 billion
in Fee-earning AUM. We are no longer raising capital for the Legacy Energy Funds and expect these balances to continue to decrease over time as the funds wind down. NGP VII, NGP VIII, NGP IX, or in the case of NGP M&R, NGP ETP I, and NGP ETP II, certain affiliated entities (collectively, the “NGP management fee funds”) and NGP X, NGP GAP and NGP XI (referred to herein as the “NGP carry funds”), are managed by NGP Energy Capital Management. As of
March 31, 2016
, the NGP management fee funds and NGP carry funds had, in the aggregate, approximately
$11.2 billion
in AUM and
$11.2 billion
in Fee-earning AUM.
|
(5)
|
Represents the aggregate effective management fee rate of each fund in the segment, weighted by each fund’s Fee-earning AUM, as of the end of each period presented. Calculation reflects Carlyle’s 10% and 55% interest in management fees earned by the Legacy Energy funds, NGP management fee funds, and NGP carry funds, respectively. Accounts based on gross asset base generally have an effective management fee rate of 0.5% or less.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Real Assets
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
30,905
|
|
|
$
|
28,351
|
|
Inflows, including Fee-paying Commitments (1)
|
329
|
|
|
1,174
|
|
||
Outflows, including Distributions (2)
|
(654
|
)
|
|
(1,734
|
)
|
||
Market Appreciation/(Depreciation) (3)
|
(8
|
)
|
|
(2
|
)
|
||
Foreign Exchange and other (4)
|
79
|
|
|
(202
|
)
|
||
Balance, End of Period
|
$
|
30,651
|
|
|
$
|
27,587
|
|
(1)
|
Inflows represent limited partner capital raised and capital invested by funds outside the investment period.
|
(2)
|
Outflows represent distributions from funds outside the investment period and changes in fee basis for our carry funds where the investment period has expired.
|
(3)
|
Market Appreciation/(Depreciation) represents realized and unrealized gains (losses) on portfolio investments in our carry fund based on the lower of cost or fair value.
|
(4)
|
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.
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
Available
Capital |
|
Fair Value
of Capital |
|
Total
AUM |
||||||
|
(Dollars in millions)
|
||||||||||
Real Assets
|
|
|
|
|
|
||||||
Balance, Beginning of Period
|
$
|
15,861
|
|
|
$
|
22,130
|
|
|
$
|
37,991
|
|
Commitments (1)
|
31
|
|
|
—
|
|
|
31
|
|
|||
Capital Called, net (2)
|
(579
|
)
|
|
430
|
|
|
(149
|
)
|
|||
Distributions (3)
|
71
|
|
|
(989
|
)
|
|
(918
|
)
|
|||
Market Appreciation/(Depreciation) (4)
|
—
|
|
|
(367
|
)
|
|
(367
|
)
|
|||
Foreign Exchange and other (5)
|
14
|
|
|
68
|
|
|
82
|
|
|||
Balance, End of Period
|
$
|
15,398
|
|
|
$
|
21,272
|
|
|
$
|
36,670
|
|
(1)
|
Represents capital raised by our carry funds and NGP management fee funds, net of expired available capital.
|
(2)
|
Represents capital called by our carry funds and NGP management fee funds, net of fund fees and expenses. Equity invested amounts may vary from capital called due to timing differences between acquisition and capital call dates.
|
(3)
|
Represents distributions from our carry funds and NGP management fee funds, net of amounts recycled. Distributions are based on when proceeds are actually distributed to investors, which may differ from when they are realized.
|
(4)
|
Market Appreciation/(Depreciation) represents realized and unrealized gains (losses) on portfolio investments.
|
(5)
|
Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
|
(1)
|
The data presented herein that provides “inception to date” performance results of our segments relates to the period following the formation of the first fund within each segment. For our Corporate Private Equity segment our first fund was formed in 1990. For our Real Assets segment our first fund was formed in 1997.
|
(2)
|
Represents the original cost of all capital called for investments since inception of the fund.
|
(3)
|
Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest.
|
(4)
|
Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.
|
(5)
|
An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in, the investment. An investment is considered partially realized when the total amount of proceeds received in respect of such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR, when considered together with the other investment performance metrics presented, provides investors with meaningful information regarding our investment performance by removing the impact of investments where significant realization activity has not yet occurred. Realized/Partially Realized MOIC and Gross IRR have limitations as measures of investment performance, and should not be considered in isolation. Such limitations include the fact that these measures do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other companies that use similarly titled measures. We do not present Realized/Partially Realized performance information separately for funds that are still in the investment period because of the relatively insignificant level of realizations for funds of this type. However, to the extent such funds have had realizations, they are included in the Realized/Partially Realized performance information presented for Total Real Assets.
|
(6)
|
Fully Invested funds are past the expiration date of the investment period as defined in the respective limited partnership agreement. In instances where a successor fund has had its first capital call, the predecessor fund is categorized as fully invested.
|
(7)
|
Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value before management fees, expenses and carried interest.
|
(8)
|
Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest.
|
(9)
|
Aggregate includes the following funds: CRP I, CRP II, CAREP I, CAREP II, CRCP I, CPOCP, Renew I and Energy I.
|
(10)
|
Includes coinvestments and certain other stand-alone investments arranged by us.
|
(11)
|
Aggregate includes NGP GAP. Return is not considered meaningful, as the investment period commenced in December 2013 for NGP GAP.
|
(12)
|
Returns are not considered meaningful, as the investment period commenced in September 2013 for CIEP I, March 2014 for CRP VII, June 2014 for NGP XI and June 2014 for CPP II.
|
(13)
|
For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate.
|
|
Remaining
Fair Value(1) |
|
Unrealized
MOIC(2) |
|
Total
MOIC(3) |
|
%
Invested(4) |
|
In Accrued
Carry/ (Clawback) (5) |
|
LTM
Realized Carry (6) |
|
Catch-up Rate
|
|
Fee
Initiation Date(7) |
|
Quarters
Since Fee Initiation |
|
Original
Investment Period End Date |
|||||
|
As of March 31, 2016
|
|||||||||||||||||||||||
Real Assets
|
(Reported in Local Currency, in Millions)
|
|
|
|
|
|
|
|
|
|||||||||||||||
Energy IV
|
$
|
2,427.8
|
|
|
0.6x
|
|
1.2x
|
|
101
|
%
|
|
(X)
|
|
|
|
80
|
%
|
|
Feb-08
|
|
33
|
|
|
Dec-13
|
NGP X
|
$
|
2,007.7
|
|
|
0.8x
|
|
1.0x
|
|
84
|
%
|
|
|
|
|
|
80
|
%
|
|
Jan-12
|
|
17
|
|
|
May-17
|
Renew II
|
$
|
1,950.8
|
|
|
1.2x
|
|
1.4x
|
|
84
|
%
|
|
(X)
|
|
|
|
80
|
%
|
|
Mar-08
|
|
33
|
|
|
May-14
|
CRP VII
|
$
|
1,625.1
|
|
|
1.2x
|
|
1.2x
|
|
33
|
%
|
|
X
|
|
|
|
80
|
%
|
|
Jun-14
|
|
8
|
|
|
Mar-19
|
CRP VI
|
$
|
1,534.8
|
|
|
1.6x
|
|
1.8x
|
|
87
|
%
|
|
X
|
|
X
|
|
50
|
%
|
|
Mar-11
|
|
21
|
|
|
Mar-16
|
CRP V
|
$
|
1,237.4
|
|
|
1.8x
|
|
1.6x
|
|
110
|
%
|
|
X
|
|
|
|
50
|
%
|
|
Nov-06
|
|
38
|
|
|
Nov-11
|
CEREP III
|
€
|
853.5
|
|
|
0.9x
|
|
1.1x
|
|
90
|
%
|
|
|
|
|
|
67
|
%
|
|
Jun-07
|
|
36
|
|
|
May-11
|
CRP IV
|
$
|
695.4
|
|
|
1.9x
|
|
1.5x
|
|
126
|
%
|
|
|
|
|
|
50
|
%
|
|
Jan-05
|
|
45
|
|
|
Dec-09
|
NGP XI
|
$
|
675.9
|
|
|
0.9x
|
|
0.9x
|
|
14
|
%
|
|
|
|
|
|
80
|
%
|
|
Feb-15
|
|
5
|
|
|
Oct-19
|
CIP
|
$
|
616.7
|
|
|
1.3x
|
|
1.2x
|
|
90
|
%
|
|
|
|
|
|
80
|
%
|
|
Oct-06
|
|
38
|
|
|
Sep-12
|
CIEP I
|
$
|
539.8
|
|
|
1.3x
|
|
1.3x
|
|
18
|
%
|
|
|
|
|
|
80
|
%
|
|
Oct-13
|
|
10
|
|
|
Sep-19
|
Energy III
|
$
|
409.0
|
|
|
0.2x
|
|
1.5x
|
|
94
|
%
|
|
(X)
|
|
|
|
80
|
%
|
|
Nov-05
|
|
42
|
|
|
Oct-11
|
CRP III
|
$
|
354.5
|
|
|
86.2x
|
|
3.2x
|
|
93
|
%
|
|
X
|
|
X
|
|
50
|
%
|
|
Mar-01
|
|
61
|
|
|
May-05
|
CPP II
|
$
|
180.7
|
|
|
1.0x
|
|
1.0x
|
|
15
|
%
|
|
|
|
|
|
80
|
%
|
|
Sep-14
|
|
7
|
|
|
Apr-21
|
All Other Funds(8)
|
$
|
459.9
|
|
|
0.6x
|
|
1.3x
|
|
|
|
NM
|
|
NM
|
|
|
|
|
|
|
|
|
|||
Coinvestment and Other(9)
|
$
|
2,681.6
|
|
|
1.2x
|
|
1.6x
|
|
|
|
NM
|
|
NM
|
|
|
|
|
|
|
|
|
|||
Total Real Assets(10)
|
$
|
18,368.4
|
|
|
1.0x
|
|
1.4x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Net asset value of our carry funds. Reflects significant funds with remaining fair value of greater than $100 million.
|
(2)
|
Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by investment cost.
|
(3)
|
Total MOIC represents total fair value before management fees, expenses, and carried interest, divided by cumulative invested capital.
|
(4)
|
Represents cumulative equity invested as of the reporting period divided by total commitments. Amount can be greater than 100% due to the re-investment of recallable distributions to fund investors.
|
(5)
|
Fund has accrued carry/(clawback) as of the reporting period.
|
(6)
|
Fund has realized carry in the last twelve months.
|
(7)
|
Represents the date of the first capital contribution for management fees.
|
(8)
|
Aggregate includes the following funds: CRP I, CRP II, CRCP I, CEREP I, CEREP II, CAREP I, CAREP II, CPOCP I, NGP GAP, Energy I, Energy II and Renew I. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.
|
(9)
|
Includes co-investments, prefund investments and certain other stand-alone investments arranged by us. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.
|
(10)
|
For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
36.4
|
|
|
$
|
40.5
|
|
Portfolio advisory fees, net
|
—
|
|
|
—
|
|
||
Transaction fees, net
|
—
|
|
|
—
|
|
||
Total fund level fee revenues
|
36.4
|
|
|
40.5
|
|
||
Performance fees
|
|
|
|
||||
Realized
|
2.2
|
|
|
3.4
|
|
||
Unrealized
|
11.7
|
|
|
47.0
|
|
||
Total performance fees
|
13.9
|
|
|
50.4
|
|
||
Investment income (loss)
|
|
|
|
||||
Realized
|
—
|
|
|
0.1
|
|
||
Unrealized
|
(1.0
|
)
|
|
0.6
|
|
||
Total investment income (loss)
|
(1.0
|
)
|
|
0.7
|
|
||
Interest
|
0.1
|
|
|
—
|
|
||
Other income
|
0.1
|
|
|
0.4
|
|
||
Total revenues
|
49.5
|
|
|
92.0
|
|
||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Direct base compensation
|
18.6
|
|
|
21.5
|
|
||
Indirect base compensation
|
2.8
|
|
|
3.6
|
|
||
Equity-based compensation
|
2.4
|
|
|
2.7
|
|
||
Performance fee related
|
|
|
|
||||
Realized
|
1.7
|
|
|
2.2
|
|
||
Unrealized
|
11.8
|
|
|
44.3
|
|
||
Total compensation and benefits
|
37.3
|
|
|
74.3
|
|
||
General, administrative, and other indirect expenses
|
9.4
|
|
|
7.9
|
|
||
Depreciation and amortization expense
|
0.9
|
|
|
0.8
|
|
||
Interest expense
|
1.6
|
|
|
1.5
|
|
||
Total expenses
|
49.2
|
|
|
84.5
|
|
||
Economic Net Income
|
$
|
0.3
|
|
|
$
|
7.5
|
|
(-) Net Performance Fees
|
0.4
|
|
|
3.9
|
|
||
(-) Investment Income (Loss)
|
(1.0
|
)
|
|
0.7
|
|
||
(+) Equity-based Compensation
|
2.4
|
|
|
2.7
|
|
||
(=) Fee Related Earnings
|
$
|
3.3
|
|
|
$
|
5.6
|
|
(+) Realized Net Performance Fees
|
0.5
|
|
|
1.2
|
|
||
(+) Realized Investment Income
|
—
|
|
|
0.1
|
|
||
(=) Distributable Earnings
|
$
|
3.8
|
|
|
$
|
6.9
|
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Distributable earnings, March 31, 2015
|
$
|
6.9
|
|
Increases (decreases):
|
|
||
Decrease in realized net performance fees
|
(0.7
|
)
|
|
Decrease in realized investment income
|
(0.1
|
)
|
|
Decrease in fee related earnings
|
(2.3
|
)
|
|
Total decrease
|
(3.1
|
)
|
|
Distributable earnings, March 31, 2016
|
$
|
3.8
|
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Fee related earnings, March 31, 2015
|
$
|
5.6
|
|
Increases (decreases):
|
|
||
Decrease in fee revenues
|
(4.1
|
)
|
|
Decrease in direct and indirect base compensation
|
3.7
|
|
|
Increase in general, administrative and other
expenses |
(1.5
|
)
|
|
All other changes
|
(0.4
|
)
|
|
Total decrease
|
(2.3
|
)
|
|
Fee related earnings, March 31, 2016
|
$
|
3.3
|
|
|
Three Months Ended March 31,
|
||
|
(Dollars in Millions)
|
||
Economic net income, March 31, 2015
|
$
|
7.5
|
|
Increases (decreases):
|
|
||
Decrease in net performance fees
|
(3.5
|
)
|
|
Decrease in investment income
|
(1.7
|
)
|
|
Decrease in equity-based compensation
|
0.3
|
|
|
Decrease in fee related earnings
|
(2.3
|
)
|
|
Total decrease
|
(7.2
|
)
|
|
Economic net income, March 31, 2016
|
$
|
0.3
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Private Equity fund of funds
|
$
|
13.4
|
|
|
$
|
50.2
|
|
Hedge fund of funds
|
—
|
|
|
0.2
|
|
||
Real estate fund of funds
|
0.5
|
|
|
—
|
|
||
Performance fees
|
$
|
13.9
|
|
|
$
|
50.4
|
|
|
Three Months Ended March 31,
|
|
|
2016
|
2015
|
AlpInvest fund of funds
|
—%
|
14%
|
|
As of March 31,
|
||||||
|
2016
|
|
2015
|
||||
Investment Solutions
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM (1)
|
|
|
|
||||
Fee-earning AUM based on capital commitments
|
$
|
8,994
|
|
|
$
|
9,894
|
|
Fee-earning AUM based on invested capital (2)
|
1,230
|
|
|
1,142
|
|
||
Fee-earning AUM based on net asset value
|
1,546
|
|
|
2,061
|
|
||
Fee-earning AUM based on lower of cost or fair market value
|
18,411
|
|
|
17,375
|
|
||
Total Fee-earning AUM
|
$
|
30,181
|
|
|
$
|
30,472
|
|
(1)
|
For additional information concerning the components of Fee-earning AUM, see “—Fee-earning Assets under Management.”
|
(2)
|
Includes amounts committed to or reserved for certain Metropolitan fund of funds vehicles.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Investment Solutions
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
28,191
|
|
|
$
|
33,082
|
|
Inflows, including Fee-paying Commitments (1)
|
1,787
|
|
|
2,170
|
|
||
Outflows, including Distributions (2)
|
(500
|
)
|
|
(1,684
|
)
|
||
Subscriptions, net of Redemptions (3)
|
(266
|
)
|
|
(11
|
)
|
||
Market Appreciation/(Depreciation) (4)
|
(143
|
)
|
|
66
|
|
||
Foreign Exchange and other (5)
|
1,112
|
|
|
(3,151
|
)
|
||
Balance, End of Period
|
$
|
30,181
|
|
|
$
|
30,472
|
|
(1)
|
Inflows represent mandates where commitment fee period was activated and capital invested by fund of funds vehicles outside the commitment fee period or weighted-average investment period.
|
(2)
|
Outflows represent distributions from fund of funds vehicles outside the commitment fee period or weighted-average investment period and changes in fee basis for fund of funds vehicles where the commitment fee period or weighted-average investment period has expired.
|
(3)
|
Represents subscriptions and redemptions in our fund of hedge funds vehicles. Our fund of hedge funds vehicles at DGAM, which are currently in the process of winding-down, had approximately $1.5 billion of AUM at March 31, 2016.
|
(4)
|
Market Appreciation/(Depreciation) represents changes in the net asset value of our fund of hedge funds vehicles and realized and unrealized gains (losses) on our fund of funds vehicles based on the lower of cost or fair value.
|
(5)
|
Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
Available
Capital |
|
Fair Value
of Capital |
|
Total
AUM |
||||||
|
(Dollars in millions)
|
||||||||||
Investment Solutions
|
|
|
|
|
|
||||||
Balance, Beginning of Period
|
$
|
14,193
|
|
|
$
|
32,012
|
|
|
$
|
46,205
|
|
Commitments (1)
|
217
|
|
|
—
|
|
|
217
|
|
|||
Capital Called, net (2)
|
(1,348
|
)
|
|
1,267
|
|
|
(81
|
)
|
|||
Distributions (3)
|
77
|
|
|
(1,424
|
)
|
|
(1,347
|
)
|
|||
Subscriptions, net of Redemptions (4)
|
—
|
|
|
(326
|
)
|
|
(326
|
)
|
|||
Market Appreciation/(Depreciation) (5)
|
—
|
|
|
61
|
|
|
61
|
|
|||
Foreign Exchange and other (6)
|
205
|
|
|
1,369
|
|
|
1,574
|
|
|||
Balance, End of Period
|
$
|
13,344
|
|
|
$
|
32,959
|
|
|
$
|
46,303
|
|
(1)
|
Represents capital raised by our fund of funds vehicles, including activation of new mandates, net of expired available capital.
|
(2)
|
Represents capital called by our fund of funds vehicles, net of fund fees and expenses.
|
(3)
|
Represents distributions from our fund of funds vehicles, net of amounts recycled.
|
(4)
|
Represents the net result of subscriptions to and redemptions from our fund of hedge funds vehicles.
|
(5)
|
Market Appreciation/(Depreciation) represents changes in the net asset value of our fund of hedge funds vehicles and realized and unrealized gains (losses) on fund investments, secondary investments, co-investments, and real estate fund of funds vehicles. Fair market values for fund of funds vehicles are based on the latest available valuations of the
|
(6)
|
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 INVESTMENTS
|
||||||||||||||||
|
|
|
|
|
As of March 31, 2016
|
||||||||||||||||
|
Vintage
Year |
|
Fund Size
|
|
Cumulative
Invested Capital (2)(8) |
|
Total Fair
Value (3)(8) |
|
MOIC (4)
|
|
Gross
IRR (6) |
|
Net IRR (7)
|
||||||||
Investment Solutions (1)
|
(Reported in Local Currency, in Millions)
|
||||||||||||||||||||
Fully Committed Funds (5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Main Fund I - Fund Investments
|
2000
|
|
€
|
5,174.6
|
|
|
€
|
4,300.7
|
|
|
€
|
7,067.9
|
|
|
1.6x
|
|
12
|
%
|
|
12
|
%
|
Main Fund II - Fund Investments
|
2003
|
|
€
|
4,545.0
|
|
|
€
|
4,898.2
|
|
|
€
|
7,662.9
|
|
|
1.6x
|
|
10
|
%
|
|
9
|
%
|
Main Fund III - Fund Investments
|
2005
|
|
€
|
11,500.0
|
|
|
€
|
12,694.9
|
|
|
€
|
19,471.5
|
|
|
1.5x
|
|
10
|
%
|
|
10
|
%
|
Main Fund IV - Fund Investments
|
2009
|
|
€
|
4,877.3
|
|
|
€
|
4,340.5
|
|
|
€
|
6,011.8
|
|
|
1.4x
|
|
15
|
%
|
|
15
|
%
|
Main Fund I - Secondary Investments
|
2002
|
|
€
|
519.4
|
|
|
€
|
496.2
|
|
|
€
|
936.4
|
|
|
1.9x
|
|
57
|
%
|
|
54
|
%
|
Main Fund II - Secondary Investments
|
2003
|
|
€
|
998.4
|
|
|
€
|
1,019.3
|
|
|
€
|
1,856.9
|
|
|
1.8x
|
|
27
|
%
|
|
26
|
%
|
Main Fund III - Secondary Investments
|
2006
|
|
€
|
2,250.0
|
|
|
€
|
2,369.9
|
|
|
€
|
3,505.7
|
|
|
1.5x
|
|
10
|
%
|
|
10
|
%
|
Main Fund IV - Secondary Investments
|
2010
|
|
€
|
1,859.1
|
|
|
€
|
1,922.5
|
|
|
€
|
3,092.1
|
|
|
1.6x
|
|
20
|
%
|
|
19
|
%
|
Main Fund II - Co-Investments
|
2003
|
|
€
|
1,090.0
|
|
|
€
|
930.0
|
|
|
€
|
2,589.0
|
|
|
2.8x
|
|
44
|
%
|
|
42
|
%
|
Main Fund III - Co-Investments
|
2006
|
|
€
|
2,760.0
|
|
|
€
|
2,843.6
|
|
|
€
|
3,837.0
|
|
|
1.3x
|
|
5
|
%
|
|
4
|
%
|
Main Fund IV - Co-Investments
|
2010
|
|
€
|
1,475.0
|
|
|
€
|
1,371.3
|
|
|
€
|
3,114.0
|
|
|
2.3x
|
|
24
|
%
|
|
22
|
%
|
Main Fund V - Co-Investments
|
2012
|
|
€
|
1,122.2
|
|
|
€
|
1,025.5
|
|
|
€
|
1,863.0
|
|
|
1.8x
|
|
35
|
%
|
|
32
|
%
|
Main Fund II - Mezzanine Investments
|
2004
|
|
€
|
700.0
|
|
|
€
|
771.3
|
|
|
€
|
1,048.1
|
|
|
1.4x
|
|
7
|
%
|
|
7
|
%
|
Main Fund III - Mezzanine Investments
|
2006
|
|
€
|
2,000.0
|
|
|
€
|
1,970.8
|
|
|
€
|
2,585.3
|
|
|
1.3x
|
|
10
|
%
|
|
9
|
%
|
All Other Funds (9)
|
Various
|
|
|
|
€
|
1,907.9
|
|
|
€
|
2,649.2
|
|
|
1.4x
|
|
15
|
%
|
|
12
|
%
|
||
Total Fully Committed Funds
|
|
|
|
|
€
|
42,862.6
|
|
|
€
|
67,291.0
|
|
|
1.6x
|
|
13
|
%
|
|
12
|
%
|
||
Funds in the Commitment Period (5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Main Fund V - Fund Investments (10)
|
2012
|
|
€
|
5,080.0
|
|
|
€
|
2,261.5
|
|
|
€
|
2,406.8
|
|
|
1.1x
|
|
NM
|
|
|
NM
|
|
Main Fund VI - Fund Investments (10)
|
2015
|
|
€
|
1,106.4
|
|
|
€
|
32.2
|
|
|
€
|
24.4
|
|
|
0.8x
|
|
NM
|
|
|
NM
|
|
Main Fund V - Secondary Investments
|
2011
|
|
€
|
4,271.2
|
|
|
€
|
3,039.4
|
|
|
€
|
4,144.9
|
|
|
1.4x
|
|
24
|
%
|
|
22
|
%
|
Main Fund VI - Co-Investments
|
2014
|
|
€
|
1,115.0
|
|
|
€
|
560.9
|
|
|
€
|
601.6
|
|
|
1.1x
|
|
12
|
%
|
|
8
|
%
|
All Other Funds (9)
|
Various
|
|
|
|
€
|
338.0
|
|
|
€
|
370.4
|
|
|
1.1x
|
|
14
|
%
|
|
9
|
%
|
||
Total Funds in the Commitment Period
|
|
|
|
|
€
|
6,232.0
|
|
|
€
|
7,548.1
|
|
|
1.2x
|
|
17
|
%
|
|
15
|
%
|
||
TOTAL INVESTMENT SOLUTIONS
|
|
|
|
|
€
|
49,094.6
|
|
|
€
|
74,839.1
|
|
|
1.5x
|
|
13
|
%
|
|
12
|
%
|
||
TOTAL INVESTMENT SOLUTIONS (USD)(11)
|
|
|
|
|
$
|
55,871.9
|
|
|
$
|
85,170.3
|
|
|
1.5x
|
|
|
|
|
(1)
|
Includes private equity and mezzanine primary fund investments, secondary fund investments and co-investments originated by the AlpInvest team. Excluded from the performance information shown are a) investments that were not originated by AlpInvest, b) Direct Investments, which was spun off from AlpInvest in 2005, and c) Metropolitan Real Estate fund of funds vehicles. As of March 31, 2016, these excluded investments represent $0.5 billion of AUM at AlpInvest and $1.9 billion of AUM at Metropolitan.
|
(2)
|
Represents the original cost of all capital called for investments since inception of the fund.
|
(3)
|
Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest.
|
(4)
|
Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.
|
(5)
|
Fully Committed funds are past the expiration date of the commitment period as defined in the respective limited partnership agreement.
|
(6)
|
Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value before management fees, expenses and carried interest.
|
(7)
|
Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest.
|
(8)
|
For purposes of aggregation, funds that report in foreign currency have been converted to Euro at the reporting period spot rate.
|
(9)
|
Aggregate includes Main Fund I - Co-Investments, Main Fund I - Mezzanine Investments, Main Fund IV - Mezzanine Investments, Main Fund V - Mezzanine Investments, AlpInvest CleanTech Funds and funds which are not included as part of a main fund.
|
(10)
|
Returns are not considered meaningful as the commitment period commenced in 2012 and 2015, respectively for Main Fund V - Fund Investments and Main Fund VI - Fund Investments.
|
(11)
|
Represents the U.S. dollar equivalent balance translated at the spot rate as of period end.
|
Asset Class
|
Accrued
Performance
Fees
|
|
Accrued
Giveback
Obligation
|
|
Net Accrued
Performance
Fees
|
||||||
|
(Dollars in millions)
|
||||||||||
Corporate Private Equity
|
$
|
2,034.4
|
|
|
$
|
(48.7
|
)
|
|
$
|
1,985.7
|
|
Global Market Strategies
|
63.1
|
|
|
—
|
|
|
63.1
|
|
|||
Real Assets
|
415.6
|
|
|
(217.8
|
)
|
|
197.8
|
|
|||
Investment Solutions
|
548.0
|
|
|
—
|
|
|
548.0
|
|
|||
Total
|
$
|
3,061.1
|
|
|
$
|
(266.5
|
)
|
|
$
|
2,794.6
|
|
Less: Accrued performance fee-related compensation
|
|
(1,532.7
|
)
|
||||||||
Plus: Receivable for giveback obligations from current and former employees
|
|
29.9
|
|
||||||||
Less: Deferred taxes on accrued performance fees
|
|
(88.9
|
)
|
||||||||
Less: Net accrued performance fees attributable to non-controlling interests in consolidated entities
|
|
133.8
|
|
||||||||
Net accrued performance fees excluding compensation and non-controlling interests
|
|
1,336.7
|
|
||||||||
Less/Plus: Timing differences between the period when accrued performance fees are realized and the period they are collected/distributed
|
|
(0.3
|
)
|
||||||||
Net accrued performance fees attributable to Carlyle Holdings, excluding realized amounts
|
|
$
|
1,336.4
|
|
Carry fund-related
|
|
||
Corporate Private Equity:
|
|
||
Buyout
|
$
|
1,056.8
|
|
Growth Capital
|
57.1
|
|
|
Total Corporate Private Equity
|
1,113.9
|
|
|
Real Assets:
|
|
||
Real Estate
|
212.3
|
|
|
Natural Resources
|
8.7
|
|
|
Legacy Energy
|
(76.7
|
)
|
|
Total Real Assets
|
144.3
|
|
|
Global Market Strategies
|
34.4
|
|
|
Investment Solutions and other non-carry funds
|
43.8
|
|
|
Net accrued performance fees attributable to Carlyle Holdings
|
$
|
1,336.4
|
|
•
|
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 capital expenditures;
|
•
|
repay borrowings and related interest costs and expenses;
|
•
|
pay earnouts and contingent cash consideration associated with our acquisitions and strategic investments;
|
•
|
pay income taxes;
|
•
|
fund costs of litigation and contingencies, including related legal costs,
|
•
|
make distributions to our unitholders and the holders of the Carlyle Holdings partnership units in accordance with our distribution policy;
|
•
|
fund the capital investments of Carlyle in our funds; and
|
•
|
repurchase our units.
|
Asset Class
|
Current
Equity
Invested
|
|
Unfunded
Commitment
|
|
Total Current
Equity Invested
and Unfunded
Commitment
|
||||||
|
(Dollars in millions)
|
||||||||||
Corporate Private Equity
|
$
|
1,832.5
|
|
|
$
|
1,735.9
|
|
|
$
|
3,568.4
|
|
Global Market Strategies
|
1,120.5
|
|
|
341.7
|
|
|
1,462.2
|
|
|||
Real Assets
|
861.8
|
|
|
687.8
|
|
|
1,549.6
|
|
|||
Investment Solutions
|
43.6
|
|
|
98.9
|
|
|
142.5
|
|
|||
Total
|
$
|
3,858.4
|
|
|
$
|
2,864.3
|
|
|
$
|
6,722.7
|
|
Investments
|
$
|
1,011.3
|
|
Less: Amounts attributable to non-controlling interests in consolidated entities
|
(248.3
|
)
|
|
Less: Strategic equity method investments in NGP Management
|
(443.3
|
)
|
|
Investments excluding non-controlling interests and NGP
|
319.7
|
|
|
Plus: investments in Consolidated Funds, eliminated in consolidation
|
76.4
|
|
|
Total investments attributable to Carlyle Holdings, exclusive of NGP management
|
$
|
396.1
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Statements of Cash Flows Data
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
19.7
|
|
|
$
|
1,475.0
|
|
Net cash provided by investing activities
|
1.5
|
|
|
0.9
|
|
||
Net cash used in financing activities
|
(122.8
|
)
|
|
(1,607.0
|
)
|
||
Effect of foreign exchange rate changes
|
21.3
|
|
|
(86.1
|
)
|
||
Net change in cash and cash equivalents
|
$
|
(80.3
|
)
|
|
$
|
(217.2
|
)
|
|
April 1, 2016 to
December 31, 2016
|
|
2017-2018
|
|
2019-2020
|
|
Thereafter
|
|
Total
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Loans payable and senior notes
(a)
|
$
|
—
|
|
|
$
|
14.3
|
|
|
$
|
25.0
|
|
|
$
|
1,220.0
|
|
|
$
|
1,259.3
|
|
Interest payable
(b)
|
43.8
|
|
|
116.4
|
|
|
116.7
|
|
|
796.5
|
|
|
1,073.4
|
|
|||||
Contingent cash consideration
(c)
|
20.5
|
|
|
58.2
|
|
|
40.4
|
|
|
43.8
|
|
|
162.9
|
|
|||||
Operating lease obligations
(d)
|
41.4
|
|
|
100.3
|
|
|
81.3
|
|
|
293.0
|
|
|
516.0
|
|
|||||
Capital commitments to Carlyle funds
(e)
|
2,864.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,864.3
|
|
|||||
Tax receivable agreement payments
(f)
|
—
|
|
|
10.9
|
|
|
11.9
|
|
|
115.2
|
|
|
138.0
|
|
|||||
Loans payable of Consolidated Funds
(g)
|
54.1
|
|
|
109.1
|
|
|
220.9
|
|
|
2,626.4
|
|
|
3,010.5
|
|
|||||
Loans payable of a consolidated real estate VIE
(h)
|
23.5
|
|
|
28.7
|
|
|
30.7
|
|
|
51.4
|
|
|
134.3
|
|
|||||
Unfunded commitments of the CLOs
(i)
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Consolidated contractual obligations
|
3,048.4
|
|
|
437.9
|
|
|
526.9
|
|
|
5,146.3
|
|
|
9,159.5
|
|
|||||
Loans payable of Consolidated Funds
(g)
|
(54.1
|
)
|
|
(109.1
|
)
|
|
(220.9
|
)
|
|
(2,626.4
|
)
|
|
(3,010.5
|
)
|
|||||
Loans payable of a consolidated real estate VIE
(h)
|
(23.5
|
)
|
|
(28.7
|
)
|
|
(30.7
|
)
|
|
(51.4
|
)
|
|
(134.3
|
)
|
|||||
Capital commitments to Carlyle funds
(e)
|
(2,516.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,516.6
|
)
|
|||||
Unfunded commitments of the CLOs
(i)
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||||
Carlyle Operating Entities contractual obligations
|
$
|
453.4
|
|
|
$
|
300.1
|
|
|
$
|
275.3
|
|
|
$
|
2,468.5
|
|
|
$
|
3,497.3
|
|
(a)
|
The table above assumes that no prepayments are made on the term loans or senior notes and that the outstanding balance on the revolving credit facility is repaid on the maturity date of the senior credit facility, which is May 5, 2020. The term loan entered into during 2013 related to an investment in a CLO matures on the earlier of 2018 or the date that the CLO is dissolved. For purposes of the table above, it is assumed that the CLO does not dissolve prior to 2018.
|
(b)
|
The interest rate on the loans payable consist of 3.875% on $500.0 million of senior notes, 5.625% on $600.0 million of senior notes, approximately 2.21% on $25.0 million of the term loan of our senior credit facility (inclusive of the effect of the outstanding interest rate swaps), approximately 1.75% on
$14.3 million
of our CLO term loan, and approximately 3.11% on $120.0 million of our NGP earnout note. Interest payments assume that no prepayments are made and loans are held until maturity.
|
(c)
|
These obligations represent our probability-weighted estimate of amounts to be paid on the contingent cash consideration obligations associated with our business acquisitions and strategic investment in NGP Management. The actual amounts to be paid under these agreements will not be determined until the specific performance conditions are met. Refer to “— Contingent Cash Payments for Business Acquisitions and Strategic Investments” below for the maximum amounts we may be required to pay under these arrangements and Note 5 and Note 8 to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information. Included in these amounts are $4.5 million of employment-based contingent consideration payments that have been earned but are not payable until the individuals are no longer employees of Carlyle, the timing of which cannot be predicted. For purposes of the table above, the timing has been based on a probability-weighted estimate.
|
(d)
|
We lease office space in various countries around the world and maintain our headquarters in Washington, D.C., where we lease our primary office space under a non-cancelable lease agreement expiring on July 31, 2026. Our office leases in other locations expire in various years from 2016 through 2031. The amounts in this table represent the minimum lease payments required over the term of the lease.
|
(e)
|
These obligations 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
$2.9 billion
of unfunded commitments, approximately
$2.5 billion
is subscribed individually by senior Carlyle professionals, advisors and other professionals, with the balance funded directly by the Partnership.
|
(f)
|
Represents obligations by the Partnership’s corporate taxpayers to make payments under the tax receivable agreement. Holders of partnership units in Carlyle Holdings may exchange their Carlyle Holdings partnership units for common units in The Carlyle Group L.P. on a one-for-one basis. These exchanges may reduce the amount of tax that the corporate taxpayers would be required to pay in the future. The corporate taxpayers will pay to the limited partner of Carlyle Holdings making the exchange 85% of the amount of cash savings that the corporate taxpayers realize upon an exchange. See “Tax Receivable Agreement” below.
|
(g)
|
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, 2016
, at spreads to market rates pursuant to the debt agreements, and range from 0.85% to 7.87%.
|
(h)
|
These obligations represent amounts owed to the lenders of Urbplan. These obligations include interest to be paid on the loans of Urbplan. Principal and interest payments shown herein assume that amounts will be paid according to the contractual maturities of the loans without acceleration due to default or covenant violation or other voluntarily prepayments. Interest payments on variable-rate debt are based on interest rates in effect as of
March 31, 2016
, at spreads to market rates pursuant to the loan agreements, and range from 18.1% to 23.6%. Due to the timing and availability of
|
(i)
|
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.
|
|
Units as of December 31, 2015
|
|
Units Issued - DRU Vesting
|
|
Units
Forfeited |
|
Units
Exchanged |
|
Units Repurchased / Retired
|
|
Units as of March 31, 2016
|
||||||
The Carlyle Group L.P. common units
|
80,408,702
|
|
|
689,089
|
|
|
—
|
|
|
243,017
|
|
|
(300,519
|
)
|
|
81,040,289
|
|
Carlyle Holdings partnership units
|
243,619,604
|
|
|
—
|
|
|
—
|
|
|
(243,017
|
)
|
|
(100,000
|
)
|
|
243,276,587
|
|
Total
|
324,028,306
|
|
|
689,089
|
|
|
—
|
|
|
—
|
|
|
(400,519
|
)
|
|
324,316,876
|
|
Period
|
(a) Total number of units purchased
|
(b) Average price paid per unit
|
(c) Total number of units purchased as part of publicly announced plans or programs
|
(d) Maximum number (or approximate dollar value) of units that may yet be purchased under the plans or programs
|
||||
|
(Dollars in millions, except unit and per unit data)
|
|||||||
February 16, 2016 to February 29, 2016
(1)(2)
|
96,838
|
|
$14.59
|
96,838
|
|
|
$198.6
|
|
|
|
|
|
|
||||
March 1, 2016 to
March 31, 2016
(2)
|
203,681
|
|
$15.61
|
203,681
|
|
|
$193.9
|
|
Total
|
300,519
|
|
|
300,519
|
|
|
||
|
|
|
|
|
(1)
|
In February 2016, the Board of Directors of the general partner of the Partnership authorized the repurchase of up to $200 million of common units and/or Carlyle Holdings units. Under this unit repurchase program, which was publicly announced on February 10, 2016, units may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. We expect that the majority of repurchases under this program will be done via open market transactions. No units will be repurchased from our executive officers under this program. The timing and actual number of common units and/or Carlyle Holdings units repurchased will depend on a variety of factors, including legal requirements, price, and economic and market conditions. This unit repurchase program may be suspended or discontinued at any time and does not have a specified expiration date.
|
(2)
|
For the period from February 16, 2016 to February 29, 2016, all of the units purchased were common units purchased in open market transactions. For the period from March 1, 2016 to March 31, 2016, 203,681 of the units purchased were common units purchased in open market transactions. During the period from March 1, 2016 to March 31, 2016, we also purchased 100,000 Carlyle Holdings partnership units. The Carlyle Holdings partnership units purchased during the period are not included in the total number of units purchased during the period as shown in columns (a) and (c) in the table above and have been deducted from the maximum number (or approximate dollar value) of units that may yet be purchased under the plans or programs shown in column (d) in the table above. All units purchased during these periods were subsequently retired.
|
|
|
The Carlyle Group L.P.
|
||
|
|
|
||
|
|
By:
|
|
Carlyle Group Management L.L.C.,
its general partner
|
|
|
|
||
Date: May 4, 2016
|
|
By:
|
|
/s/ Curtis L. Buser
|
|
|
Name:
|
|
Curtis L. Buser
|
|
|
Title:
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and Authorized Officer)
|
Exhibit No.
|
Description
|
|
|
3.1
|
Certificate of Limited Partnership of The Carlyle Group L.P. (incorporated by reference to Exhibit 3.1 to Registrant’s Registration Statement on Form S-1 (File No. 333-176685) filed with the SEC on September 6, 2011).
|
|
|
3.2
|
Amended and Restated Limited Partnership Agreement of The Carlyle Group L.P. (incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on May 8, 2012).
|
|
|
10.24.3*
|
Amendment No. 3, dated as of May 3, 2016, to the Credit Agreement, dated as of December 13, 2011, among TC Group Investment Holdings, L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman, L.P., Carlyle Investment Management L.L.C., as Borrowers, TC Group, L.L.C., the Guarantors party thereto, the Lenders party thereto, and Citibank, N.A., as Administrative Agent, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Bookrunners, and JPMorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC, as Syndication Agents.
|
|
|
31.1 *
|
Certification of the co-principal executive officer pursuant to Rule 13a – 14(a).
|
|
|
31.2 *
|
Certification of the co-principal executive officer pursuant to Rule 13a – 14(a).
|
|
|
31.3 *
|
Certification of the co-principal executive officer pursuant to Rule 13a – 14(a).
|
|
|
31.4 *
|
Certification of the principal financial officer pursuant to Rule 13a – 14(a).
|
|
|
32.1 *
|
Certification of the co-principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.2 *
|
Certification of the co-principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.3 *
|
Certification of the co-principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.4 *
|
Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed herewith.
|
|
CREDIT PARTIES
|
|
|
|
|
|
|
|
BORROWERS
|
|
|
|
|
|
|
|
TC GROUP INVESTMENT HOLDINGS, L.P.
|
||
|
By: Carlyle Holdings II L.P., its general partner
|
||
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.
|
||
|
By: Carlyle Holdings III L.P., its general partner
|
||
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
TC GROUP CAYMAN, L.P.
|
||
|
By: Carlyle Holdings III L.P., its general partner
|
||
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
CARLYLE INVESTMENT MANAGEMENT, L.L.C.
|
||
|
|
|
|
|
By:
/s/ Jeffrey W. Ferguson
|
||
|
Name: Jeffrey W. Ferguson
|
||
|
Title: General Counsel
|
||
|
|
|
|
|
|
|
|
|
PARENT GUARANTORS
|
|
|
|
|
|
|
|
TC GROUP, L.L.C.
|
||
|
By: Carlyle Holdings I L.P., its sole member
|
||
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
CARLYLE HOLDINGS I L.P.
|
||
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
CARLYLE HOLDINGS II L.P.
|
||
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
CARLYLE HOLDINGS II L.P.
|
||
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
|
|
|
|
SUBSIDIARY GUARANTORS
|
|
|
|
|
|
|
|
TC GROUP INVESTMENT HOLDINGS SUB L.P.
|
||
|
By: TC Group Investment Holdings, L.P., its general partner
|
||
|
By: Carlyle Holdings II L.P., its general partner
|
||
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P.
|
||
|
By: TC Group Cayman Investment Holdings, L.P., its general partner
|
||
|
By: Carlyle Holdings II L.P., its general partner
|
||
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
TC GROUP CAYMAN SUB L.P.
|
||
|
By: TC Group Cayman, L.P., its general partner
|
||
|
By: Carlyle Holdings III L.P., its general partner
|
||
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
TC GROUP SUB L.P.
|
||
|
By: TC Group, L.L.C., its general partner
|
||
|
By: Carlyle Holdings I L.P., its sole member
|
||
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
|
|
|
|
CARLYLE KNOX HOLDINGS, L.L.C.
|
|
|
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
CARLYLE HOLDINGS FINANCE L.L.C.
|
||
|
|
|
|
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
||
|
|
|
|
|
CARLYLE HOLDINGS FINANCE L.L.C.
|
||
|
|
||
|
By:
/s/ Daniel A. D'Aniello
|
||
|
Name: Daniel A. D'Aniello
|
||
|
Title: Chairman
|
|
LENDERS
|
|
|
|
|
|
|
|
CITIBANK, N.A.
|
||
|
|
|
|
|
By
/s/ Michael Vondriska
|
||
|
Name: Michael Vondriska
|
||
|
Title: Vice President
|
||
|
|
|
|
|
JPMORGAN CHASE BANK, N.A.
|
||
|
|
|
|
|
By
/s/ Matthew Griffith
|
||
|
Name: Matthew Griffith
|
||
|
Title: Executive Director
|
||
|
|
|
|
|
BANK OF AMERICA, N.A.
|
||
|
|
||
|
By
/s/ Justin Smiley
|
||
|
Name: Justin Smiley
|
||
|
Title: Director
|
||
|
|
|
|
|
BARCLAYS BANK PLC
|
||
|
|
|
|
|
By
/s/ Matthew Cybul
|
||
|
Name: Matthew Cybul
|
||
|
Title: Assistant Vice President
|
||
|
|
|
|
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
|
||
|
|
|
|
|
By
/s/ Robert Hetu
|
||
|
Name: Robert Hetu
|
||
|
Title: Authorized Signatory
|
||
|
|
|
|
|
By: /
s/ Whitney Gaston
|
||
|
Name: Whitney Gaston
|
||
|
Title: Authorized Signatory
|
|
DEUTSCHE BANK AG NEW YORK BRANCH
|
||
|
|
|
|
|
|
|
|
|
By
/s/ Michael Shannon
|
||
|
Name: Michael Shannon
|
||
|
Title: Vice President
|
||
|
|
|
|
|
By
/s/ Peter Cucchiara
|
||
|
Name: Peter Cucchiara
|
||
|
Title: Vice President
|
||
|
|
||
|
GOLDMAN SACHS BANK, USA
|
||
|
|
|
|
|
By
/s/ Jerry Li
|
||
|
Name: Jerry Li
|
||
|
Title: Authorized Signatory
|
||
|
|
|
|
|
MORGAN STANLEY BANK, N.A.
|
||
|
|
||
|
By
/s/ Cindy Tse
|
||
|
Name: Cindy Tse
|
||
|
Title: Authorized Signatory
|
||
|
|
|
|
|
SOCIETE GENERALE
|
||
|
|
|
|
|
By
/s/ Shelley Yu
|
||
|
Name: Shelley Yu
|
||
|
Title: Director
|
||
|
|
|
|
|
UBS AG, STAMFORD BRANCH
|
||
|
|
|
|
|
By
/s/ Darlene Aris
|
||
|
Name: Darlene Arias
|
||
|
Title: Director
|
||
|
|
|
|
|
By: /
s/ Craig Pearson
|
||
|
Name: Craig Pearson
|
||
|
Title: Associate Director
|
Accepted and Acknowledged by:
|
|
|
|
|
|
|
|
|
|
CITIBANK, N.A.,
as Administrative Agent
|
|
|
|
|
|
|
|
|
|
By
/s/ Michael Vondriska
|
|
|
||
Name: Michael Vondriska
|
|
|
||
Title: Vice President
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
March 31, 2016
of The Carlyle Group L.P.;
|
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 4, 2016
|
|
/s/ William E. Conway, Jr.
|
William E. Conway, Jr.
|
Co-Chief Executive Officer
|
Carlyle Group Management L.L.C.
|
(
Co-Principal Executive Officer
)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
March 31, 2016
of The Carlyle Group L.P.;
|
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 4, 2016
|
|
/s/ Daniel A. D’Aniello
|
Daniel A. D’Aniello
|
Chairman
|
Carlyle Group Management L.L.C.
|
(
Co-Principal Executive Officer
)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
March 31, 2016
of The Carlyle Group L.P.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: May 4, 2016
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/s/ David M. Rubenstein
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David M. Rubenstein
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Co-Chief Executive Officer
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Carlyle Group Management L.L.C.
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(Co-Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
March 31, 2016
of The Carlyle Group L.P.;
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2.
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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;
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3.
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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;
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4.
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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:
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(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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: May 4, 2016
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/s/ Curtis L. Buser
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Curtis L. Buser
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Chief Financial Officer
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Carlyle Group Management L.L.C.
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(
Principal Financial Officer
)
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/s/ William E. Conway, Jr.
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William E. Conway, Jr.
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Co-Chief Executive Officer
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Carlyle Group Management L.L.C.
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*
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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.
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/s/ Daniel A. D’Aniello
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Daniel A. D'Aniello
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Chairman
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Carlyle Group Management L.L.C.
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*
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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.
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/s/ David M. Rubenstein
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David M. Rubenstein
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Co-Chief Executive Officer
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Carlyle Group Management L.L.C.
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*
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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.
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/s/ Curtis L. Buser
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Curtis L. Buser
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Chief Financial Officer
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Carlyle Group Management L.L.C.
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*
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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.
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