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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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Emerging growth 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, 2018 and 2017:
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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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•
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Corporate Private Equity (all): buyout & growth funds advised by Carlyle
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•
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Real Assets: Real estate, power, infrastructure and energy funds advised by Carlyle, as well as those energy funds advised by NGP Energy Capital Management in which Carlyle is entitled to receive a share of carried interest
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•
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Global Credit: Distressed credit, energy credit, opportunistic credit and corporate mezzanine funds, and other closed-end credit funds advised by Carlyle
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•
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Investment Solutions: Funds and vehicles advised by AlpInvest Partners B.V. (“AlpInvest”) and Metropolitan Real Estate Equity Management, LLC (“Metropolitan), which include primary fund, secondary and co-investment strategies
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(a)
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the amount of limited partner capital commitments, generally for carry funds where the original investment period has not expired, for AlpInvest carry funds during the commitment fee period and for Metropolitan carry funds during the weighted-average investment period of the underlying funds;
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(b)
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the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-investment vehicles where the original investment period has expired, Metropolitan carry funds after the expiration of the weighted-average investment period of the underlying funds, and one of our business development companies;
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(c)
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the amount of aggregate fee-earning collateral balance at par of our CLOs, as defined in the fund indentures (typically exclusive of equities and defaulted positions) as of the quarterly cut-off date for each CLO;
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(d)
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the external investor portion of the net asset value of our hedge fund and fund of hedge funds vehicles (pre redemptions and subscriptions), as well as certain carry funds;
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(e)
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the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our business development companies and certain carry funds; or
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(f)
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the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee period has expired and certain carry funds where the investment period has expired.
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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, plus the capital that Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital commitments to those vehicles.
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March 31,
2018 |
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December 31,
2017 |
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(Unaudited)
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(As Adjusted)
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||||
Assets
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||||
Cash and cash equivalents
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$
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1,068.2
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$
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1,000.1
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Cash and cash equivalents held at Consolidated Funds
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355.9
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377.6
|
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||
Restricted cash
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9.8
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|
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28.7
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Corporate treasury investments
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375.9
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376.3
|
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Investments, including accrued performance allocations of $3,650.1 million and $3,664.3 million as of March 31, 2018 and December 31, 2017, respectively
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5,310.4
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5,288.6
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Investments of Consolidated Funds
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4,995.9
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4,534.3
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Due from affiliates and other receivables, net
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274.0
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263.4
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Due from affiliates and other receivables of Consolidated Funds, net
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180.5
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50.8
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Fixed assets, net
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97.8
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100.4
|
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Deposits and other
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61.2
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54.1
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Intangible assets, net
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34.0
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35.9
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Deferred tax assets
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178.2
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170.4
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Total assets
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$
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12,941.8
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$
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12,280.6
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Liabilities and partners’ capital
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Debt obligations
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$
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1,603.9
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$
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1,573.6
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Loans payable of Consolidated Funds
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4,554.5
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4,303.8
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Accounts payable, accrued expenses and other liabilities
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318.9
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355.1
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Accrued compensation and benefits
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2,149.0
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2,222.6
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Due to affiliates
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178.1
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229.9
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Deferred revenue
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230.7
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82.1
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Deferred tax liabilities
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78.9
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75.6
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Other liabilities of Consolidated Funds
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720.0
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422.1
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Accrued giveback obligations
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64.8
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66.8
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Total liabilities
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9,898.8
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9,331.6
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Commitments and contingencies
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Series A preferred units (16,000,000 units issued and outstanding as of March 31, 2018 and December 31, 2017, respectively)
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387.5
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387.5
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Partners’ capital (common units 101,391,063 and 100,100,650 issued and outstanding as of March 31, 2018 and December 31, 2017, respectively)
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729.8
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701.8
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Accumulated other comprehensive loss
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(67.9
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)
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(72.7
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)
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Non-controlling interests in consolidated entities
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409.3
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404.7
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Non-controlling interests in Carlyle Holdings
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1,584.3
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1,527.7
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Total partners’ capital
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3,043.0
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2,949.0
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Total liabilities and partners’ capital
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$
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12,941.8
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$
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12,280.6
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Three Months Ended
March 31, |
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2018
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2017
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(As Adjusted)
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Revenues
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Fund management fees
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$
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264.5
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$
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246.3
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Incentive fees
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6.3
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5.6
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Investment income (loss)
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Performance allocations
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Realized
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220.6
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77.6
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Unrealized
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87.5
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598.4
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Principal investment income (loss)
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Realized
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27.5
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(0.2
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)
|
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Unrealized
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26.6
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46.5
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Total investment income
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362.2
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722.3
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Interest and other income
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22.5
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10.4
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Interest and other income of Consolidated Funds
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47.3
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42.9
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Revenue of a real estate VIE
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—
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92.6
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Total revenues
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702.8
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1,120.1
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Expenses
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Compensation and benefits
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Base compensation
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187.3
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146.0
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Equity-based compensation
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84.9
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72.8
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Performance allocations and incentive fee related compensation
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||||
Realized
|
108.4
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45.8
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Unrealized
|
49.6
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271.3
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Total compensation and benefits
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430.2
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535.9
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General, administrative and other expenses
|
95.0
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93.8
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Interest
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17.9
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15.0
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Interest and other expenses of Consolidated Funds
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35.9
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45.2
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Interest and other expenses of a real estate VIE and loss on deconsolidation
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—
|
|
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119.6
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Other non-operating expenses
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0.3
|
|
|
—
|
|
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Total expenses
|
579.3
|
|
|
809.5
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|
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Other income
|
|
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|
||||
Net investment gains of Consolidated Funds
|
2.0
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|
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17.1
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Income before provision for income taxes
|
125.5
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|
327.7
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Provision for income taxes
|
7.8
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5.8
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Net income
|
117.7
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|
|
321.9
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Net income attributable to non-controlling interests in consolidated entities
|
11.0
|
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3.3
|
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Net income attributable to Carlyle Holdings
|
106.7
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|
|
318.6
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Net income attributable to non-controlling interests in Carlyle Holdings
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67.0
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|
235.6
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Net income attributable to The Carlyle Group L.P.
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39.7
|
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|
83.0
|
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Net income attributable to Series A Preferred Unitholders
|
5.9
|
|
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—
|
|
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Net income attributable to The Carlyle Group L.P. Common Unitholders
|
$
|
33.8
|
|
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$
|
83.0
|
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Net income attributable to The Carlyle Group L.P. per common unit (see Note 11)
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|
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|
||||
Basic
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$
|
0.34
|
|
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$
|
0.97
|
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Diluted
|
$
|
0.30
|
|
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$
|
0.90
|
|
Weighted-average common units
|
|
|
|
||||
Basic
|
100,732,493
|
|
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85,337,534
|
|
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Diluted
|
111,303,988
|
|
|
91,967,452
|
|
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Distributions declared per common unit
|
$
|
0.33
|
|
|
$
|
0.16
|
|
|
Three Months Ended March 31,
|
|||||||
|
2018
|
|
2017
|
|||||
Net income
|
$
|
117.7
|
|
|
$
|
321.9
|
|
|
Other comprehensive income
|
|
|
|
|||||
Foreign currency translation adjustments
|
30.6
|
|
|
10.1
|
|
|||
Defined benefit plans
|
|
|
|
|||||
Unrealized loss for the period
|
(1.0
|
)
|
|
—
|
|
|||
Less: reclassification adjustment for loss during the period, included in base compensation expense
|
0.2
|
|
|
0.3
|
|
|||
Other comprehensive income
|
29.8
|
|
—
|
|
10.4
|
|
||
Comprehensive income
|
147.5
|
|
|
332.3
|
|
|||
Comprehensive income attributable to non-controlling interests in consolidated entities
|
(22.3
|
)
|
|
(6.9
|
)
|
|||
Comprehensive income attributable to Carlyle Holdings
|
125.2
|
|
|
325.4
|
|
|||
Comprehensive income attributable to non-controlling interests in Carlyle Holdings
|
(79.8
|
)
|
|
(240.6
|
)
|
|||
Comprehensive income attributable to The Carlyle Group L.P.
|
$
|
45.4
|
|
|
$
|
84.8
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
117.7
|
|
|
$
|
321.9
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
10.7
|
|
|
10.0
|
|
||
Equity-based compensation
|
84.9
|
|
|
72.8
|
|
||
Non-cash performance allocations and incentive fees
|
(71.9
|
)
|
|
(348.8
|
)
|
||
Other non-cash amounts
|
6.9
|
|
|
0.1
|
|
||
Consolidated Funds related:
|
|
|
|
||||
Realized/unrealized (gain) loss on investments of Consolidated Funds
|
15.4
|
|
|
(35.2
|
)
|
||
Realized/unrealized (gain) loss from loans payable of Consolidated Funds
|
(17.4
|
)
|
|
18.1
|
|
||
Purchases of investments by Consolidated Funds
|
(911.1
|
)
|
|
(691.5
|
)
|
||
Proceeds from sale and settlements of investments by Consolidated Funds
|
529.9
|
|
|
755.6
|
|
||
Non-cash interest income, net
|
(0.9
|
)
|
|
(1.5
|
)
|
||
Change in cash and cash equivalents held at Consolidated Funds
|
311.6
|
|
|
375.0
|
|
||
Change in other receivables held at Consolidated Funds
|
(128.7
|
)
|
|
(23.6
|
)
|
||
Change in other liabilities held at Consolidated Funds
|
(3.9
|
)
|
|
(82.1
|
)
|
||
Principal investment income
|
(53.8
|
)
|
|
(44.8
|
)
|
||
Purchases of investments
|
(100.7
|
)
|
|
(56.8
|
)
|
||
Proceeds from the sale of investments
|
225.2
|
|
|
168.8
|
|
||
Payments of contingent consideration
|
(37.5
|
)
|
|
(22.5
|
)
|
||
Deconsolidation of Claren Road
|
—
|
|
|
(23.3
|
)
|
||
Changes in deferred taxes, net
|
(2.8
|
)
|
|
(3.1
|
)
|
||
Change in due from affiliates and other receivables
|
5.1
|
|
|
(2.4
|
)
|
||
Change in receivables and inventory of a real estate VIE
|
—
|
|
|
(27.9
|
)
|
||
Change in deposits and other
|
(12.1
|
)
|
|
(6.7
|
)
|
||
Change in other assets of a real estate VIE
|
—
|
|
|
(1.7
|
)
|
||
Change in accounts payable, accrued expenses and other liabilities
|
(38.3
|
)
|
|
12.6
|
|
||
Change in accrued compensation and benefits
|
(82.9
|
)
|
|
(159.8
|
)
|
||
Change in due to affiliates
|
(15.5
|
)
|
|
67.1
|
|
||
Change in other liabilities of a real estate VIE
|
—
|
|
|
56.6
|
|
||
Change in deferred revenue
|
147.5
|
|
|
188.0
|
|
||
Net cash (used in) provided by operating activities
|
(22.6
|
)
|
|
514.9
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of fixed assets, net
|
(4.7
|
)
|
|
(3.7
|
)
|
||
Net cash used in investing activities
|
(4.7
|
)
|
|
(3.7
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Payments on debt obligations
|
(6.8
|
)
|
|
—
|
|
||
Proceeds from debt obligations
|
34.5
|
|
|
66.1
|
|
||
Net payments on loans payable of a real estate VIE
|
—
|
|
|
(7.4
|
)
|
||
Net borrowings (payments) on loans payable of Consolidated Funds
|
180.6
|
|
|
(330.5
|
)
|
||
Distributions to common unitholders
|
(33.2
|
)
|
|
(13.7
|
)
|
||
Distributions to preferred unitholders
|
(5.9
|
)
|
|
—
|
|
||
Distributions to non-controlling interest holders in Carlyle Holdings
|
(77.5
|
)
|
|
(38.9
|
)
|
||
Contributions from non-controlling interest holders
|
3.4
|
|
|
—
|
|
||
Distributions to non-controlling interest holders
|
(21.1
|
)
|
|
(38.0
|
)
|
||
Common units repurchased
|
—
|
|
|
(0.2
|
)
|
||
Change in due to/from affiliates financing activities
|
(19.2
|
)
|
|
31.2
|
|
||
Net cash provided by (used in) financing activities
|
54.8
|
|
|
(331.4
|
)
|
||
Effect of foreign exchange rate changes
|
21.7
|
|
|
10.8
|
|
||
Increase in cash, cash equivalents and restricted cash
|
49.2
|
|
|
190.6
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
1,028.8
|
|
|
684.0
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
1,078.0
|
|
|
$
|
874.6
|
|
Supplemental non-cash disclosures
|
|
|
|
||||
Net increase (decrease) in partners’ capital and accumulated other comprehensive income related to reallocation of ownership interest in Carlyle Holdings
|
$
|
(0.3
|
)
|
|
$
|
1.0
|
|
Tax effect from acquisition of Carlyle Holdings partnership units:
|
|
|
|
||||
Deferred tax asset
|
$
|
1.9
|
|
|
$
|
—
|
|
Tax receivable agreement liability
|
$
|
1.5
|
|
|
$
|
—
|
|
Total partners’ capital
|
$
|
0.4
|
|
|
$
|
—
|
|
|
|
|
|
||||
Reconciliation of cash, cash equivalents and restricted cash, end of period:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,068.2
|
|
|
$
|
799.2
|
|
Restricted cash
|
9.8
|
|
|
75.4
|
|
||
Total cash, cash equivalents and restricted cash, end of period
|
$
|
1,078.0
|
|
|
$
|
874.6
|
|
|
|
|
|
||||
Cash and cash equivalents held at Consolidated Funds
|
$
|
355.9
|
|
|
$
|
377.6
|
|
|
As of
|
||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Investments
|
$
|
1,129.3
|
|
|
$
|
1,066.2
|
|
Due from affiliates, net
|
0.1
|
|
|
0.1
|
|
||
Maximum Exposure to Loss
|
$
|
1,129.4
|
|
|
$
|
1,066.3
|
|
|
Three Months Ended March 31, 2017
|
||||||||||
|
As Previously Reported
|
|
Reclassifications
|
|
As Adjusted
|
||||||
|
(Dollars in millions)
|
||||||||||
Performance fees
1
|
|
|
|
|
|
||||||
Realized
|
$
|
83.2
|
|
|
$
|
(77.6
|
)
|
|
$
|
5.6
|
|
Unrealized
|
598.4
|
|
|
(598.4
|
)
|
|
—
|
|
|||
Total performance fees
1
|
$
|
681.6
|
|
|
$
|
(676.0
|
)
|
|
$
|
5.6
|
|
Investment income (loss)
2
|
|
|
|
|
|
||||||
Realized
|
$
|
(0.2
|
)
|
|
$
|
77.6
|
|
|
$
|
77.4
|
|
Unrealized
|
46.5
|
|
|
598.4
|
|
|
644.9
|
|
|||
Total investment income
2
|
$
|
46.3
|
|
|
$
|
676.0
|
|
|
$
|
722.3
|
|
(1)
|
As adjusted, amounts now labeled as incentive fees in the unaudited condensed consolidated statements of operations.
|
(2)
|
As adjusted, amounts now labeled as performance allocations and principal investment income within investment income (loss) in the unaudited condensed consolidated statements of operations.
|
|
As of
|
||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Currency translation adjustments
|
$
|
(63.8
|
)
|
|
$
|
(68.8
|
)
|
Unrealized losses on defined benefit plans
|
(4.1
|
)
|
|
(3.9
|
)
|
||
Total
|
$
|
(67.9
|
)
|
|
$
|
(72.7
|
)
|
(Dollars in millions)
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investments of Consolidated Funds:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.8
|
|
|
$
|
10.8
|
|
Bonds
|
—
|
|
|
—
|
|
|
486.2
|
|
|
486.2
|
|
||||
Loans
|
—
|
|
|
—
|
|
|
4,498.6
|
|
|
4,498.6
|
|
||||
Other
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||
|
—
|
|
|
—
|
|
|
4,995.9
|
|
|
4,995.9
|
|
||||
Investments in CLOs and other
|
—
|
|
|
—
|
|
|
454.3
|
|
|
454.3
|
|
||||
Corporate treasury investments
|
|
|
|
|
|
|
|
||||||||
Bonds
|
—
|
|
|
199.3
|
|
|
—
|
|
|
199.3
|
|
||||
Commercial paper and other
|
—
|
|
|
176.6
|
|
|
—
|
|
|
176.6
|
|
||||
|
—
|
|
|
375.9
|
|
|
—
|
|
|
375.9
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Total
|
$
|
—
|
|
|
$
|
376.1
|
|
|
$
|
5,450.2
|
|
|
$
|
5,826.3
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Loans payable of Consolidated Funds
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,554.5
|
|
|
$
|
4,554.5
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||
Total
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
4,555.6
|
|
|
$
|
4,555.9
|
|
(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.
|
(Dollars in millions)
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investments of Consolidated Funds:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.9
|
|
|
$
|
7.9
|
|
Bonds
|
—
|
|
|
—
|
|
|
413.4
|
|
|
413.4
|
|
||||
Loans
|
—
|
|
|
—
|
|
|
4,112.7
|
|
|
4,112.7
|
|
||||
Other
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||
|
—
|
|
|
—
|
|
|
4,534.3
|
|
|
4,534.3
|
|
||||
Investments in CLOs and other
|
—
|
|
|
—
|
|
|
405.4
|
|
|
405.4
|
|
||||
Corporate treasury investments
|
|
|
|
|
|
|
|
||||||||
Bonds
|
—
|
|
|
194.1
|
|
|
—
|
|
|
194.1
|
|
||||
Commercial paper and other
|
—
|
|
|
182.2
|
|
|
—
|
|
|
182.2
|
|
||||
|
—
|
|
|
376.3
|
|
|
—
|
|
|
376.3
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Total
|
$
|
—
|
|
|
$
|
376.7
|
|
|
$
|
4,939.7
|
|
|
$
|
5,316.4
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Loans payable of Consolidated Funds
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,303.8
|
|
|
$
|
4,303.8
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||
Total
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
4,304.8
|
|
|
$
|
4,306.0
|
|
(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.
|
|
Financial Assets
|
||||||||||||||||||||||
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||
|
Investments of Consolidated Funds
|
|
|
|
|
||||||||||||||||||
|
Equity
securities |
|
Bonds
|
|
Loans
|
|
Other
|
|
Investments in CLOs and other
|
|
Total
|
||||||||||||
Balance, beginning of period
|
$
|
7.9
|
|
|
$
|
413.4
|
|
|
$
|
4,112.7
|
|
|
$
|
0.3
|
|
|
$
|
405.4
|
|
|
$
|
4,939.7
|
|
Purchases
|
—
|
|
|
124.5
|
|
|
786.7
|
|
|
—
|
|
|
45.0
|
|
|
956.2
|
|
||||||
Sales and distributions
|
—
|
|
|
(55.4
|
)
|
|
(239.8
|
)
|
|
—
|
|
|
(3.0
|
)
|
|
(298.2
|
)
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(234.8
|
)
|
|
—
|
|
|
—
|
|
|
(234.8
|
)
|
||||||
Realized and unrealized gains (losses), net
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Included in earnings
|
2.7
|
|
|
(6.8
|
)
|
|
(8.4
|
)
|
|
—
|
|
|
2.1
|
|
|
(10.4
|
)
|
||||||
Included in other comprehensive income
|
0.2
|
|
|
10.5
|
|
|
82.2
|
|
|
—
|
|
|
4.8
|
|
|
97.7
|
|
||||||
Balance, end of period
|
$
|
10.8
|
|
|
$
|
486.2
|
|
|
$
|
4,498.6
|
|
|
$
|
0.3
|
|
|
$
|
454.3
|
|
|
$
|
5,450.2
|
|
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date
|
$
|
2.7
|
|
|
$
|
(6.2
|
)
|
|
$
|
(8.8
|
)
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
(10.2
|
)
|
|
Financial Assets
|
||||||||||||||||||||||
|
Three Months Ended March 31, 2017
|
||||||||||||||||||||||
|
Investments of Consolidated Funds
|
|
|
|
|
||||||||||||||||||
|
Equity
securities |
|
Bonds
|
|
Loans
|
|
Other
|
|
Investments in CLOs and other
|
|
Total
|
||||||||||||
Balance, beginning of period
|
$
|
10.3
|
|
|
$
|
396.4
|
|
|
$
|
3,485.6
|
|
|
$
|
1.4
|
|
|
$
|
152.6
|
|
|
$
|
4,046.3
|
|
Purchases
|
—
|
|
|
66.1
|
|
|
625.4
|
|
|
—
|
|
|
—
|
|
|
691.5
|
|
||||||
Sales and distributions
|
—
|
|
|
(56.4
|
)
|
|
(408.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
(466.6
|
)
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(291.1
|
)
|
|
—
|
|
|
—
|
|
|
(291.1
|
)
|
||||||
Realized and unrealized gains (losses), net
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Included in earnings
|
0.3
|
|
|
5.3
|
|
|
31.0
|
|
|
0.1
|
|
|
2.9
|
|
|
39.6
|
|
||||||
Included in other comprehensive income
|
0.2
|
|
|
6.2
|
|
|
30.4
|
|
|
—
|
|
|
2.5
|
|
|
39.3
|
|
||||||
Balance, end of period
|
$
|
10.8
|
|
|
$
|
417.6
|
|
|
$
|
3,473.2
|
|
|
$
|
1.5
|
|
|
$
|
155.9
|
|
|
$
|
4,059.0
|
|
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date
|
$
|
0.3
|
|
|
$
|
5.1
|
|
|
$
|
28.4
|
|
|
$
|
0.1
|
|
|
$
|
2.9
|
|
|
$
|
36.8
|
|
|
Financial Liabilities
|
||||||||||
|
Three Months Ended March 31, 2018
|
||||||||||
|
Loans Payable
of Consolidated Funds |
|
Contingent
Consideration |
|
Total
|
||||||
Balance, beginning of period
|
$
|
4,303.8
|
|
|
$
|
1.0
|
|
|
$
|
4,304.8
|
|
Borrowings
|
751.4
|
|
|
—
|
|
|
751.4
|
|
|||
Paydowns
|
(570.8
|
)
|
|
—
|
|
|
(570.8
|
)
|
|||
Realized and unrealized (gains) losses, net
|
|
|
|
|
|
||||||
Included in earnings
|
(17.5
|
)
|
|
0.1
|
|
|
(17.4
|
)
|
|||
Included in other comprehensive income
|
87.6
|
|
|
—
|
|
|
87.6
|
|
|||
Balance, end of period
|
$
|
4,554.5
|
|
|
$
|
1.1
|
|
|
$
|
4,555.6
|
|
Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date
|
$
|
(24.5
|
)
|
|
$
|
0.1
|
|
|
$
|
(24.4
|
)
|
|
Financial Liabilities
|
||||||||||||||
|
Three Months Ended March 31, 2017
|
||||||||||||||
|
Loans Payable
of Consolidated Funds |
|
Contingent
Consideration |
|
Loans Payable of a real estate VIE
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
3,866.3
|
|
|
$
|
1.5
|
|
|
$
|
79.4
|
|
|
$
|
3,947.2
|
|
Borrowings
|
431.5
|
|
|
—
|
|
|
—
|
|
|
431.5
|
|
||||
Paydowns
|
(762.0
|
)
|
|
—
|
|
|
(7.4
|
)
|
|
(769.4
|
)
|
||||
Realized and unrealized (gains) losses, net
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
18.1
|
|
|
—
|
|
|
5.3
|
|
|
23.4
|
|
||||
Included in other comprehensive income
|
33.6
|
|
|
—
|
|
|
0.5
|
|
|
34.1
|
|
||||
Balance, end of period
|
$
|
3,587.5
|
|
|
$
|
1.5
|
|
|
$
|
77.8
|
|
|
$
|
3,666.8
|
|
Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date
|
$
|
26.4
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
|
$
|
31.7
|
|
|
Fair Value at
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range
(Weighted Average) |
||
(Dollars in millions)
|
March 31, 2018
|
|
|
|
|||||
Assets
|
|
|
|
|
|
|
|
||
Investments of Consolidated Funds:
|
|
|
|
|
|
|
|
||
Equity securities
|
$
|
6.7
|
|
|
Discounted Cash Flow
|
|
Discount Rates
|
|
10% - 10% (10%)
|
|
4.1
|
|
|
Consensus Pricing
|
|
Indicative Quotes ($ per share)
|
|
0 - 60 (55)
|
|
|
|
|
|
|
|
|
|
||
Bonds
|
486.2
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
49 - 106 (97)
|
|
Loans
|
4,498.6
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
69 - 104 (100)
|
|
Other
|
0.3
|
|
|
Counterparty Pricing
|
|
Indicative Quotes
(% of Notional Amount) |
|
9 - 9 (9)
|
|
|
4,995.9
|
|
|
|
|
|
|
|
|
Investments in CLOs and other:
|
|
|
|
|
|
|
|
||
Senior secured notes
|
401.1
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rates
|
|
1% - 11% (4%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 3% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
50% - 73% (60%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
99 - 102 (101)
|
||
Subordinated notes and preferred shares
|
53.2
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rates
|
|
8% - 11% (9%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 3% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
50% - 73% (60%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
73 - 97 (83)
|
||
Total
|
$
|
5,450.2
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||
Loans payable of Consolidated Funds:
|
|
|
|
|
|
|
|
||
Senior secured notes
|
$
|
4,334.8
|
|
|
Other
|
|
N/A
|
|
N/A
|
Subordinated notes and preferred shares
|
41.2
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
|
178.5
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rates
|
|
8% - 11% (10%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 3% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
50% - 73% (61%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
78 - 94 (87)
|
||
Contingent consideration
|
1.1
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
Total
|
$
|
4,555.6
|
|
|
|
|
|
|
|
|
Fair Value at
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range
(Weighted Average) |
||
(Dollars in millions)
|
December 31, 2017
|
|
|
|
|||||
Assets
|
|
|
|
|
|
|
|
||
Investments of Consolidated Funds:
|
|
|
|
|
|
|
|
||
Equity securities
|
$
|
5.7
|
|
|
Discounted Cash Flow
|
|
Discount Rates
|
|
10% - 10% (10%)
|
|
|
|
|
|
|
|
|
||
|
2.2
|
|
|
Consensus Pricing
|
|
Indicative Quotes ($ per share)
|
|
0 - 33 (30)
|
|
|
|
|
|
|
|
|
|
||
Bonds
|
413.4
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
44 - 107 (98)
|
|
Loans
|
4,112.7
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
64 - 103 (100)
|
|
Other
|
0.3
|
|
|
Counterparty Pricing
|
|
Indicative Quotes
(% of Notional Amount) |
|
9 - 9 (9)
|
|
|
4,534.3
|
|
|
|
|
|
|
|
|
Investments in CLOs and other
|
|
|
|
|
|
|
|
||
Senior secured notes
|
357.2
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rate
|
|
1% - 9% (3%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 3% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
50% - 70% (60%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
98 - 104 (101)
|
||
Subordinated notes and preferred shares
|
48.2
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rate
|
|
8% - 11% (9%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 3% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
50% - 70% (60%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
63 - 97 (81)
|
||
Total
|
$
|
4,939.7
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||
Loans payable of Consolidated Funds:
|
|
|
|
|
|
|
|
||
Senior secured notes
|
$
|
4,100.5
|
|
|
Other
|
|
N/A
|
|
N/A
|
Subordinated notes and preferred shares
|
26.9
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
|
176.4
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rates
|
|
8% - 11% (10%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 3% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
50% - 70% (60%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
79 - 93 (86)
|
||
Contingent consideration
|
1.0
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
Total
|
$
|
4,304.8
|
|
|
|
|
|
|
|
|
As of
|
||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Accrued performance allocations
|
$
|
3,650.1
|
|
|
$
|
3,664.3
|
|
Principal equity method investments, excluding performance allocations
|
1,205.7
|
|
|
1,218.4
|
|
||
Principal investments in CLOs and other
|
454.6
|
|
|
405.9
|
|
||
Total investments
|
$
|
5,310.4
|
|
|
$
|
5,288.6
|
|
|
As of
|
||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
2,209.0
|
|
|
$
|
2,272.4
|
|
Real Assets
|
647.9
|
|
|
656.7
|
|
||
Global Credit
|
50.5
|
|
|
50.6
|
|
||
Investment Solutions
|
742.7
|
|
|
684.6
|
|
||
Total
|
$
|
3,650.1
|
|
|
$
|
3,664.3
|
|
|
As of
|
||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
(6.7
|
)
|
|
$
|
(8.7
|
)
|
Real Assets
|
(58.1
|
)
|
|
(58.1
|
)
|
||
Total
|
$
|
(64.8
|
)
|
|
$
|
(66.8
|
)
|
|
As of
|
||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
369.9
|
|
|
$
|
369.5
|
|
Real Assets
|
755.7
|
|
|
775.1
|
|
||
Global Credit
|
25.1
|
|
|
23.0
|
|
||
Investment Solutions
|
55.0
|
|
|
50.8
|
|
||
Total
|
$
|
1,205.7
|
|
|
$
|
1,218.4
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Management fees
|
$
|
18.9
|
|
|
$
|
17.6
|
|
Performance allocations
|
12.0
|
|
|
35.6
|
|
||
Investment income
|
1.3
|
|
|
4.0
|
|
||
Expenses
|
(2.9
|
)
|
|
(26.0
|
)
|
||
Amortization of basis differences
|
(1.8
|
)
|
|
(2.1
|
)
|
||
Net investment income
|
$
|
27.5
|
|
|
$
|
29.1
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Performance allocations
|
$
|
308.1
|
|
|
$
|
676.0
|
|
Principal investment income from equity method investments (excluding performance allocations)
|
53.1
|
|
|
45.4
|
|
||
Principal investment income from investments in CLOs and other investments
|
1.0
|
|
|
0.9
|
|
||
Total
|
$
|
362.2
|
|
|
$
|
722.3
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
257.9
|
|
|
$
|
568.0
|
|
Real Assets
|
(3.3
|
)
|
|
57.8
|
|
||
Global Credit
|
2.6
|
|
|
14.4
|
|
||
Investment Solutions
|
50.9
|
|
|
35.8
|
|
||
Total
|
$
|
308.1
|
|
|
$
|
676.0
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
16.2
|
|
|
$
|
7.6
|
|
Real Assets
|
32.7
|
|
|
35.0
|
|
||
Global Credit
|
0.3
|
|
|
1.3
|
|
||
Investment Solutions
|
3.9
|
|
|
1.5
|
|
||
Total
|
$
|
53.1
|
|
|
$
|
45.4
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Interest income from investments
|
$
|
46.0
|
|
|
$
|
40.5
|
|
Other income
|
1.3
|
|
|
2.4
|
|
||
Total
|
$
|
47.3
|
|
|
$
|
42.9
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Gains (losses) from investments of Consolidated Funds
|
$
|
(15.4
|
)
|
|
$
|
35.2
|
|
Gains (losses) from liabilities of CLOs
|
17.4
|
|
|
(18.1
|
)
|
||
Total
|
$
|
2.0
|
|
|
$
|
17.1
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Realized losses
|
$
|
(2.7
|
)
|
|
$
|
(2.1
|
)
|
Net change in unrealized gains
|
(12.7
|
)
|
|
37.3
|
|
||
Total
|
$
|
(15.4
|
)
|
|
$
|
35.2
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Borrowing
Outstanding |
|
Carrying
Value |
|
Borrowing
Outstanding |
|
Carrying
Value |
||||||||
Senior Credit Facility Term Loan Due 5/05/2020
|
$
|
25.0
|
|
|
$
|
24.8
|
|
|
$
|
25.0
|
|
|
$
|
24.8
|
|
CLO Term Loans
(See below)
|
331.5
|
|
|
331.5
|
|
|
294.5
|
|
|
294.5
|
|
||||
3.875% Senior Notes Due 2/01/2023
|
500.0
|
|
|
497.7
|
|
|
500.0
|
|
|
497.6
|
|
||||
5.625% Senior Notes Due 3/30/2043
|
600.0
|
|
|
600.7
|
|
|
600.0
|
|
|
600.7
|
|
||||
Promissory Note Due 1/01/2022
|
108.8
|
|
|
108.8
|
|
|
108.8
|
|
|
108.8
|
|
||||
Promissory Notes Due 7/15/2019
|
40.4
|
|
|
40.4
|
|
|
47.2
|
|
|
47.2
|
|
||||
Total debt obligations
|
$
|
1,605.7
|
|
|
$
|
1,603.9
|
|
|
$
|
1,575.5
|
|
|
$
|
1,573.6
|
|
Formation Date
|
|
Borrowing Outstanding
March 31, 2018 |
|
|
Borrowing Outstanding
December 31, 2017 |
|
|
Maturity Date (1)
|
|
Interest Rate as of
March 31, 2018 |
|
||||
June 7, 2016
|
|
$
|
20.6
|
|
|
|
$
|
20.6
|
|
|
|
July 15, 2027
|
|
3.52%
|
(2)
|
February 28, 2017
|
|
76.2
|
|
|
|
74.3
|
|
|
|
September 21, 2029
|
|
2.33%
|
(3)
|
||
April 19, 2017
|
|
22.8
|
|
|
|
22.8
|
|
|
|
April 22, 2031
|
|
3.68%
|
(4) (15)
|
||
June 28, 2017
|
|
23.1
|
|
|
|
23.1
|
|
|
|
July 22, 2031
|
|
3.67%
|
(5) (15)
|
||
July 20, 2017
|
|
24.4
|
|
|
|
24.4
|
|
|
|
April 21, 2027
|
|
3.28%
|
(6) (15)
|
||
August 2, 2017
|
|
22.8
|
|
|
|
22.8
|
|
|
|
July 23, 2029
|
|
3.55%
|
(7) (15)
|
||
August 2, 2017
|
|
21.4
|
|
|
|
20.9
|
|
|
|
August 3, 2022
|
|
1.75%
|
(8)
|
||
August 14, 2017
|
|
22.6
|
|
|
|
22.6
|
|
|
|
August 15, 2030
|
|
3.68%
|
(9) (15)
|
||
November 30, 2017
|
|
22.7
|
|
|
|
22.7
|
|
|
|
January 16, 2030
|
|
3.45%
|
(10) (15)
|
||
December 6, 2017
|
|
19.1
|
|
|
|
19.1
|
|
|
|
October 16, 2030
|
|
3.37%
|
(11) (15)
|
||
December 7, 2017
|
|
21.2
|
|
|
|
21.2
|
|
|
|
January 19, 2029
|
|
3.10%
|
(12) (15)
|
||
January 30, 2018
|
|
19.2
|
|
|
|
—
|
|
|
|
January 22, 2030
|
|
3.35%
|
(13) (15)
|
||
March 1, 2018
|
|
15.4
|
|
|
|
—
|
|
|
|
January 15, 2031
|
|
3.27%
|
(14) (15)
|
||
|
|
$
|
331.5
|
|
|
|
$
|
294.5
|
|
|
|
|
|
|
|
(2)
|
Incurs interest at the weighted average rate of the underlying senior notes. Interest income on the underlying collateral approximated the amount of interest expense and was not significant for the
three months ended March 31, 2018
and
2017
.
|
(3)
|
Original borrowing of
€61.8 million
; incurs interest at EURIBOR plus applicable margins as defined in the agreement.
|
(4)
|
Incurs interest at LIBOR plus
1.932%
.
|
(5)
|
Incurs interest at LIBOR plus
1.923%
.
|
(6)
|
Incurs interest at LIBOR plus
1.536%
.
|
(7)
|
Incurs interest at LIBOR plus
1.808%
.
|
(8)
|
Original borrowing of
€17.4 million
; incurs interest at EURIBOR plus
1.75%
and has full recourse to the Partnership.
|
(9)
|
Incurs interest at LIBOR plus
1.848%
.
|
(10)
|
Incurs interest at LIBOR plus
1.7312%
.
|
(11)
|
Incurs interest at LIBOR plus
1.647%
.
|
(12)
|
Incurs interest at LIBOR plus
1.365%
.
|
(13)
|
Incurs interest at LIBOR plus
1.624%
.
|
(14)
|
Incurs interest at LIBOR plus
1.552%
.
|
(15)
|
Term loan issued under master credit agreement.
|
|
As of March 31, 2018
|
|||||||||||||
|
Borrowing
Outstanding |
|
Fair Value
|
|
Weighted
Average Interest Rate |
|
|
|
Weighted
Average Remaining Maturity in Years |
|||||
Senior secured notes
|
$
|
4,381.4
|
|
|
$
|
4,334.8
|
|
|
2.07
|
%
|
|
|
|
11.32
|
Subordinated notes, preferred shares and other
|
209.9
|
|
|
219.7
|
|
|
N/A
|
|
|
(a)
|
|
9.34
|
||
Total
|
$
|
4,591.3
|
|
|
$
|
4,554.5
|
|
|
|
|
|
|
|
|
As of December 31, 2017
|
|||||||||||||
|
Borrowing
Outstanding |
|
Fair Value
|
|
Weighted
Average Interest Rate |
|
|
|
Weighted
Average Remaining Maturity in Years |
|||||
Senior secured notes
|
$
|
4,128.3
|
|
|
$
|
4,100.5
|
|
|
2.16
|
%
|
|
|
|
11.44
|
Subordinated notes, preferred shares and other
|
195.2
|
|
|
203.3
|
|
|
N/A
|
|
|
(a)
|
|
9.85
|
||
Total
|
$
|
4,323.5
|
|
|
$
|
4,303.8
|
|
|
|
|
|
|
|
(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.
|
|
As of
|
||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Accrued performance allocations and incentive fee-related compensation
|
$
|
1,899.7
|
|
|
$
|
1,894.8
|
|
Accrued bonuses
|
112.2
|
|
|
202.6
|
|
||
Other
|
137.1
|
|
|
125.2
|
|
||
Total
|
$
|
2,149.0
|
|
|
$
|
2,222.6
|
|
|
Unfunded
Commitments |
||
Corporate Private Equity
|
$
|
2,368.5
|
|
Real Assets
|
839.3
|
|
|
Global Credit
|
491.3
|
|
|
Investment Solutions
|
149.8
|
|
|
Total
|
$
|
3,848.9
|
|
2018
|
$
|
36.3
|
|
2019
|
47.8
|
|
|
2020
|
48.7
|
|
|
2021
|
44.6
|
|
|
2022
|
41.4
|
|
|
Thereafter
|
299.7
|
|
|
|
$
|
518.5
|
|
|
As of
|
||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Accrued incentive fees
|
$
|
5.3
|
|
|
$
|
6.3
|
|
Unbilled receivable for giveback obligations from current and former employees
|
4.9
|
|
|
5.1
|
|
||
Notes receivable and accrued interest from affiliates
|
7.2
|
|
|
22.8
|
|
||
Management fee, reimbursable expenses and other receivables from unconsolidated funds and affiliates, net
|
256.6
|
|
|
229.2
|
|
||
Total
|
$
|
274.0
|
|
|
$
|
263.4
|
|
|
As of
|
||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Due to non-consolidated affiliates
|
$
|
55.4
|
|
|
$
|
75.7
|
|
Performance-based contingent cash consideration related to acquisitions
|
—
|
|
|
37.5
|
|
||
Amounts owed under the tax receivable agreement
|
94.1
|
|
|
94.0
|
|
||
Other
|
28.6
|
|
|
22.7
|
|
||
Total
|
$
|
178.1
|
|
|
$
|
229.9
|
|
|
As of
|
||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Non-Carlyle interests in Consolidated Funds
|
$
|
12.4
|
|
|
$
|
13.3
|
|
Non-Carlyle interests in majority-owned subsidiaries
|
388.8
|
|
|
386.5
|
|
||
Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions
|
8.1
|
|
|
4.9
|
|
||
Non-controlling interests in consolidated entities
|
$
|
409.3
|
|
|
$
|
404.7
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Non-Carlyle interests in Consolidated Funds
|
$
|
(0.9
|
)
|
|
$
|
(0.1
|
)
|
Non-Carlyle interests in majority-owned subsidiaries
|
8.4
|
|
|
0.8
|
|
||
Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions
|
3.5
|
|
|
2.6
|
|
||
Net income attributable to other non-controlling interests in consolidated entities
|
11.0
|
|
|
3.3
|
|
||
Non-controlling interests in income of consolidated entities
|
$
|
11.0
|
|
|
$
|
3.3
|
|
|
Three Months Ended March 31, 2018
|
|
Three Months Ended
March 31, 2017 |
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net income attributable to common units
|
$
|
33,800,000
|
|
|
$
|
33,800,000
|
|
|
$
|
83,000,000
|
|
|
$
|
83,000,000
|
|
Weighted-average common units outstanding
|
100,732,493
|
|
|
111,303,988
|
|
|
85,337,534
|
|
|
91,967,452
|
|
||||
Net income per common unit
|
$
|
0.34
|
|
|
$
|
0.30
|
|
|
$
|
0.97
|
|
|
$
|
0.90
|
|
|
Three Months Ended March 31, 2018
|
|
Three Months Ended
March 31, 2017 |
||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||
The Carlyle Group L.P. weighted-average common units outstanding
|
100,732,493
|
|
|
100,732,493
|
|
|
85,337,534
|
|
|
85,337,534
|
|
Unvested deferred restricted common units
|
—
|
|
|
10,170,967
|
|
|
—
|
|
|
6,031,974
|
|
Issuable Carlyle Group L.P. common units
|
—
|
|
|
400,528
|
|
|
—
|
|
|
—
|
|
Issuable Carlyle Holdings Partnership units
|
—
|
|
|
—
|
|
|
—
|
|
|
597,944
|
|
Weighted-average common units outstanding
|
100,732,493
|
|
|
111,303,988
|
|
|
85,337,534
|
|
|
91,967,452
|
|
|
Carlyle Holdings
|
|
The Carlyle Group L.P.
|
|||||||||||||||||
|
|
|
|
|
Equity 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 |
|||||||||
Balance, December 31, 2017
|
8,095,015
|
|
|
$
|
22.03
|
|
|
15,519,591
|
|
|
$
|
16.25
|
|
|
7,782
|
|
|
$
|
22.22
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
11,287,396
|
|
|
$
|
21.00
|
|
|
—
|
|
|
$
|
—
|
|
Vested
|
12,235
|
|
|
$
|
22.00
|
|
|
471,604
|
|
|
$
|
22.49
|
|
|
7,782
|
|
|
$
|
22.22
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
|
319,708
|
|
|
$
|
15.42
|
|
|
—
|
|
|
$
|
—
|
|
Balance, March 31, 2018
|
8,082,780
|
|
|
$
|
22.03
|
|
|
26,015,675
|
|
|
$
|
18.21
|
|
|
—
|
|
|
$
|
—
|
|
|
March 31, 2018 and the Three Months Then Ended
|
||||||||||||||||||
|
Corporate
Private Equity |
|
Real
Assets |
|
Global
Credit |
|
Investment Solutions
|
|
Total
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Segment Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund level fee revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund management fees
|
$
|
114.1
|
|
|
$
|
74.4
|
|
|
$
|
58.7
|
|
|
$
|
40.3
|
|
|
$
|
287.5
|
|
Portfolio advisory fees, net
|
3.2
|
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
3.6
|
|
|||||
Transaction fees, net
|
0.3
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|||||
Total fund level fee revenues
|
117.6
|
|
|
77.4
|
|
|
58.8
|
|
|
40.3
|
|
|
294.1
|
|
|||||
Performance revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized
|
188.0
|
|
|
7.8
|
|
|
1.1
|
|
|
14.1
|
|
|
211.0
|
|
|||||
Unrealized
|
64.6
|
|
|
2.4
|
|
|
2.6
|
|
|
36.8
|
|
|
106.4
|
|
|||||
Total performance revenues
|
252.6
|
|
|
10.2
|
|
|
3.7
|
|
|
50.9
|
|
|
317.4
|
|
|||||
Principal investment income (loss)
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized
|
7.9
|
|
|
8.2
|
|
|
2.5
|
|
|
0.1
|
|
|
18.7
|
|
|||||
Unrealized
|
7.0
|
|
|
0.9
|
|
|
2.0
|
|
|
1.0
|
|
|
10.9
|
|
|||||
Total principal investment income (loss)
|
14.9
|
|
|
9.1
|
|
|
4.5
|
|
|
1.1
|
|
|
29.6
|
|
|||||
Interest income
|
2.0
|
|
|
0.9
|
|
|
3.3
|
|
|
0.5
|
|
|
6.7
|
|
|||||
Other income
|
3.1
|
|
|
1.2
|
|
|
1.6
|
|
|
0.2
|
|
|
6.1
|
|
|||||
Total revenues
|
390.2
|
|
|
98.8
|
|
|
71.9
|
|
|
93.0
|
|
|
653.9
|
|
|||||
Segment Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct base compensation
|
67.1
|
|
|
21.9
|
|
|
26.6
|
|
|
19.8
|
|
|
135.4
|
|
|||||
Indirect base compensation
|
30.1
|
|
|
12.8
|
|
|
7.4
|
|
|
3.4
|
|
|
53.7
|
|
|||||
Equity-based compensation
|
18.7
|
|
|
10.1
|
|
|
5.9
|
|
|
3.0
|
|
|
37.7
|
|
|||||
Performance revenues related compensation
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized
|
90.7
|
|
|
4.0
|
|
|
0.6
|
|
|
12.6
|
|
|
107.9
|
|
|||||
Unrealized
|
26.1
|
|
|
(4.9
|
)
|
|
1.2
|
|
|
27.1
|
|
|
49.5
|
|
|||||
Total compensation and benefits
|
232.7
|
|
|
43.9
|
|
|
41.7
|
|
|
65.9
|
|
|
384.2
|
|
|||||
General, administrative, and other indirect expenses
|
32.9
|
|
|
18.1
|
|
|
15.8
|
|
|
8.0
|
|
|
74.8
|
|
|||||
Depreciation and amortization expense
|
4.0
|
|
|
1.6
|
|
|
1.4
|
|
|
1.1
|
|
|
8.1
|
|
|||||
Interest expense
|
7.0
|
|
|
3.9
|
|
|
5.3
|
|
|
1.6
|
|
|
17.8
|
|
|||||
Total expenses
|
276.6
|
|
|
67.5
|
|
|
64.2
|
|
|
76.6
|
|
|
484.9
|
|
|||||
Economic Income
|
$
|
113.6
|
|
|
$
|
31.3
|
|
|
$
|
7.7
|
|
|
$
|
16.4
|
|
|
$
|
169.0
|
|
(-) Net Performance Revenues
|
135.8
|
|
|
11.1
|
|
|
1.9
|
|
|
11.2
|
|
|
160.0
|
|
|||||
(-) Principal Investment Income
|
14.9
|
|
|
9.1
|
|
|
4.5
|
|
|
1.1
|
|
|
29.6
|
|
|||||
(+) Equity-based Compensation
|
18.7
|
|
|
10.1
|
|
|
5.9
|
|
|
3.0
|
|
|
37.7
|
|
|||||
(+) Net Interest
|
5.0
|
|
|
3.0
|
|
|
2.0
|
|
|
1.1
|
|
|
11.1
|
|
|||||
(=) Fee Related Earnings
|
$
|
(13.4
|
)
|
|
$
|
24.2
|
|
|
$
|
9.2
|
|
|
$
|
8.2
|
|
|
$
|
28.2
|
|
(+) Realized Net Performance Revenues
|
97.3
|
|
|
3.8
|
|
|
0.5
|
|
|
1.5
|
|
|
103.1
|
|
|||||
(+) Realized Principal Investment Income
|
7.9
|
|
|
8.2
|
|
|
2.5
|
|
|
0.1
|
|
|
18.7
|
|
|||||
(+) Net Interest
|
(5.0
|
)
|
|
(3.0
|
)
|
|
(2.0
|
)
|
|
(1.1
|
)
|
|
(11.1
|
)
|
|||||
(=) Distributable Earnings
|
$
|
86.8
|
|
|
$
|
33.2
|
|
|
$
|
10.2
|
|
|
$
|
8.7
|
|
|
$
|
138.9
|
|
Segment assets as of March 31, 2018
|
$
|
3,596.7
|
|
|
$
|
1,837.3
|
|
|
$
|
1,098.2
|
|
|
$
|
1,124.4
|
|
|
$
|
7,656.6
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||
|
Corporate
Private Equity |
|
Real
Assets |
|
Global
Credit |
|
Investment Solutions
|
|
Total
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Segment Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund level fee revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund management fees
|
$
|
115.7
|
|
|
$
|
56.0
|
|
|
$
|
48.1
|
|
|
$
|
35.8
|
|
|
$
|
255.6
|
|
Portfolio advisory fees, net
|
3.8
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
4.0
|
|
|||||
Transaction fees, net
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|||||
Total fund level fee revenues
|
127.2
|
|
|
56.1
|
|
|
48.2
|
|
|
35.8
|
|
|
267.3
|
|
|||||
Performance revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized
|
51.3
|
|
|
13.5
|
|
|
5.6
|
|
|
12.6
|
|
|
83.0
|
|
|||||
Unrealized
|
515.3
|
|
|
78.7
|
|
|
14.5
|
|
|
23.2
|
|
|
631.7
|
|
|||||
Total performance revenues
|
566.6
|
|
|
92.2
|
|
|
20.1
|
|
|
35.8
|
|
|
714.7
|
|
|||||
Principal investment income (loss)
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized
|
0.2
|
|
|
(8.1
|
)
|
|
2.4
|
|
|
0.1
|
|
|
(5.4
|
)
|
|||||
Unrealized
|
5.5
|
|
|
5.2
|
|
|
4.2
|
|
|
1.1
|
|
|
16.0
|
|
|||||
Total principal investment income (loss)
|
5.7
|
|
|
(2.9
|
)
|
|
6.6
|
|
|
1.2
|
|
|
10.6
|
|
|||||
Interest income
|
1.1
|
|
|
0.6
|
|
|
1.6
|
|
|
0.1
|
|
|
3.4
|
|
|||||
Other income
|
1.3
|
|
|
0.4
|
|
|
3.4
|
|
|
0.1
|
|
|
5.2
|
|
|||||
Total revenues
|
701.9
|
|
|
146.4
|
|
|
79.9
|
|
|
73.0
|
|
|
1,001.2
|
|
|||||
Segment Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct base compensation
|
55.4
|
|
|
19.7
|
|
|
17.1
|
|
|
16.1
|
|
|
108.3
|
|
|||||
Indirect base compensation
|
18.7
|
|
|
10.9
|
|
|
6.6
|
|
|
2.8
|
|
|
39.0
|
|
|||||
Equity-based compensation
|
15.0
|
|
|
8.8
|
|
|
4.3
|
|
|
2.0
|
|
|
30.1
|
|
|||||
Performance revenues related compensation
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized
|
26.1
|
|
|
6.8
|
|
|
2.7
|
|
|
12.1
|
|
|
47.7
|
|
|||||
Unrealized
|
227.8
|
|
|
19.3
|
|
|
6.8
|
|
|
19.0
|
|
|
272.9
|
|
|||||
Total compensation and benefits
|
343.0
|
|
|
65.5
|
|
|
37.5
|
|
|
52.0
|
|
|
498.0
|
|
|||||
General, administrative, and other indirect expenses
|
35.0
|
|
|
15.6
|
|
|
23.2
|
|
|
6.8
|
|
|
80.6
|
|
|||||
Depreciation and amortization expense
|
3.7
|
|
|
1.8
|
|
|
1.2
|
|
|
0.8
|
|
|
7.5
|
|
|||||
Interest expense
|
6.8
|
|
|
4.1
|
|
|
2.6
|
|
|
1.5
|
|
|
15.0
|
|
|||||
Total expenses
|
388.5
|
|
|
87.0
|
|
|
64.5
|
|
|
61.1
|
|
|
601.1
|
|
|||||
Economic Income (Loss)
|
$
|
313.4
|
|
|
$
|
59.4
|
|
|
$
|
15.4
|
|
|
$
|
11.9
|
|
|
$
|
400.1
|
|
(-) Net Performance Revenues
|
312.7
|
|
|
66.1
|
|
|
10.6
|
|
|
4.7
|
|
|
394.1
|
|
|||||
(-) Principal Investment Income (Loss)
|
5.7
|
|
|
(2.9
|
)
|
|
6.6
|
|
|
1.2
|
|
|
10.6
|
|
|||||
(+) Equity-based Compensation
|
15.0
|
|
|
8.8
|
|
|
4.3
|
|
|
2.0
|
|
|
30.1
|
|
|||||
(+) Net Interest
|
5.7
|
|
|
3.5
|
|
|
1.0
|
|
|
1.4
|
|
|
11.6
|
|
|||||
(=) Fee Related Earnings
|
$
|
15.7
|
|
|
$
|
8.5
|
|
|
$
|
3.5
|
|
|
$
|
9.4
|
|
|
$
|
37.1
|
|
(+) Realized Net Performance Revenues
|
25.2
|
|
|
6.7
|
|
|
2.9
|
|
|
0.5
|
|
|
35.3
|
|
|||||
(+) Realized Principal Investment Income (Loss)
|
0.2
|
|
|
(8.1
|
)
|
|
2.4
|
|
|
0.1
|
|
|
(5.4
|
)
|
|||||
(+) Net Interest
|
(5.7
|
)
|
|
(3.5
|
)
|
|
(1.0
|
)
|
|
(1.4
|
)
|
|
(11.6
|
)
|
|||||
(=) Distributable Earnings
|
$
|
35.4
|
|
|
$
|
3.6
|
|
|
$
|
7.8
|
|
|
$
|
8.6
|
|
|
$
|
55.4
|
|
|
March 31, 2018 and the Three Months Then Ended
|
||||||||||||||||
|
Total Reportable Segments
|
|
Consolidated Funds
|
|
Reconciling Items
|
|
|
|
Carlyle Consolidated
|
||||||||
|
|
|
|
|
|||||||||||||
|
(Dollars in millions)
|
||||||||||||||||
Revenues
|
$
|
653.9
|
|
|
$
|
47.3
|
|
|
$
|
1.6
|
|
|
(a)
|
|
$
|
702.8
|
|
Expenses
|
$
|
484.9
|
|
|
$
|
44.3
|
|
|
$
|
50.1
|
|
|
(b)
|
|
$
|
579.3
|
|
Other income
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
(c)
|
|
$
|
2.0
|
|
Economic income
|
$
|
169.0
|
|
|
$
|
5.0
|
|
|
$
|
(48.5
|
)
|
|
(d)
|
|
$
|
125.5
|
|
Total assets
|
$
|
7,656.6
|
|
|
$
|
5,532.3
|
|
|
$
|
(247.1
|
)
|
|
(e)
|
|
$
|
12,941.8
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||
|
Total Reportable Segments
|
|
Consolidated Funds
|
|
Reconciling Items
|
|
|
|
Carlyle Consolidated
|
||||||||
|
|
|
|
|
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||
Revenues
|
$
|
1,001.2
|
|
|
$
|
42.9
|
|
|
$
|
76.0
|
|
|
(a)
|
|
$
|
1,120.1
|
|
Expenses
|
$
|
601.1
|
|
|
$
|
53.0
|
|
|
$
|
155.4
|
|
|
(b)
|
|
$
|
809.5
|
|
Other loss
|
$
|
—
|
|
|
$
|
17.1
|
|
|
$
|
—
|
|
|
(c)
|
|
$
|
17.1
|
|
Economic income (loss)
|
$
|
400.1
|
|
|
$
|
7.0
|
|
|
$
|
(79.4
|
)
|
|
(d)
|
|
$
|
327.7
|
|
(a)
|
The Revenues adjustment principally represents fund management fees and performance revenues 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 reimbursement of certain travel and entertainment costs incurred on behalf of Carlyle funds on a net basis, adjustments to reflect the Partnership’s share of Urbplan’s net losses as a component of investment income until Urbplan was deconsolidated during 2017, the inclusion of tax expenses associated with certain performance revenues, and adjustments to reflect the Partnership’s ownership interests in Claren Road
(through January 2017) t
hat were included in Revenues in the Partnership’s segment reporting.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Total Reportable Segments - Fund level fee revenues
|
$
|
294.1
|
|
|
$
|
267.3
|
|
Adjustments
(1)
|
(29.6
|
)
|
|
(21.0
|
)
|
||
Carlyle Consolidated - Fund management fees
|
$
|
264.5
|
|
|
$
|
246.3
|
|
(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 revenues related compensation, adjustments related to expenses associated with the investment in NGP Management that are included in operating captions, adjustments to reflect the reimbursement of certain travel and entertainment costs incurred on behalf of Carlyle funds on a net basis, adjustments to reflect the Partnership’s share of Urbplan’s net losses as a component of investment income until Urbplan was deconsolidated during 2017, changes in the tax receivable agreement liability,
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Equity-based compensation issued in conjunction with the initial public offering, acquisitions and strategic investments
|
$
|
50.1
|
|
|
$
|
67.0
|
|
Acquisition related charges and amortization of intangibles and impairment
|
4.6
|
|
|
8.8
|
|
||
Other non-operating expense
|
0.3
|
|
|
—
|
|
||
Tax expense associated with performance revenues
|
(2.1
|
)
|
|
(2.9
|
)
|
||
Non-Carlyle economic interests in acquired businesses
|
4.0
|
|
|
87.5
|
|
||
Severance and other adjustments
|
1.6
|
|
|
2.8
|
|
||
Elimination of expenses of Consolidated Funds
|
(8.4
|
)
|
|
(7.8
|
)
|
||
|
$
|
50.1
|
|
|
$
|
155.4
|
|
(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 Income, to Fee Related Earnings, and to Distributable Earnings (Dollars in millions):
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Income before provision for income taxes
|
$
|
125.5
|
|
|
$
|
327.7
|
|
Adjustments:
|
|
|
|
||||
Equity-based compensation issued in conjunction with the initial public offering, acquisitions and strategic investments
|
50.1
|
|
|
67.0
|
|
||
Acquisition related charges, including amortization of intangibles and impairment
|
4.6
|
|
|
8.8
|
|
||
Other non-operating expense
|
0.3
|
|
|
—
|
|
||
Tax provision associated with performance revenues
|
(2.1
|
)
|
|
(2.9
|
)
|
||
Net (income) loss attributable to non-controlling interests in consolidated entities
|
(11.0
|
)
|
|
(3.3
|
)
|
||
Severance and other adjustments
|
1.6
|
|
|
2.8
|
|
||
Economic Income
|
$
|
169.0
|
|
|
$
|
400.1
|
|
Net performance revenues
(1)
|
160.0
|
|
|
394.1
|
|
||
Principal investment income
(1)
|
29.6
|
|
|
10.6
|
|
||
Equity-based compensation
|
37.7
|
|
|
30.1
|
|
||
Net interest
|
11.1
|
|
|
11.6
|
|
||
Fee Related Earnings
|
$
|
28.2
|
|
|
$
|
37.1
|
|
Realized performance revenues, net of related compensation
|
103.1
|
|
|
35.3
|
|
||
Realized principal investment income (loss)
(1)
|
18.7
|
|
|
(5.4
|
)
|
||
Net interest
|
(11.1
|
)
|
|
(11.6
|
)
|
||
Distributable Earnings
|
$
|
138.9
|
|
|
$
|
55.4
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
Carlyle
Consolidated |
|
Adjustments
(2)
|
|
Total
Reportable Segments |
||||||
|
(Dollars in millions)
|
||||||||||
Performance revenues
(a)
|
|
|
|
|
|
||||||
Realized
|
$
|
220.6
|
|
|
$
|
(9.6
|
)
|
|
$
|
211.0
|
|
Unrealized
|
87.5
|
|
|
18.9
|
|
|
106.4
|
|
|||
Total performance revenues
(a)
|
308.1
|
|
|
9.3
|
|
|
317.4
|
|
|||
Performance revenues related compensation expense
(b)
|
|
|
|
|
|
||||||
Realized
|
108.4
|
|
|
(0.5
|
)
|
|
107.9
|
|
|||
Unrealized
|
49.6
|
|
|
(0.1
|
)
|
|
49.5
|
|
|||
Total performance revenues related compensation expense
(b)
|
158.0
|
|
|
(0.6
|
)
|
|
157.4
|
|
|||
Net performance revenues
|
|
|
|
|
|
||||||
Realized
|
112.2
|
|
|
(9.1
|
)
|
|
103.1
|
|
|||
Unrealized
|
37.9
|
|
|
19.0
|
|
|
56.9
|
|
|||
Total net performance revenues
|
$
|
150.1
|
|
|
$
|
9.9
|
|
|
$
|
160.0
|
|
Principal investment income (loss)
|
|
|
|
|
|
||||||
Realized
|
$
|
27.5
|
|
|
$
|
(8.8
|
)
|
|
$
|
18.7
|
|
Unrealized
|
26.6
|
|
|
(15.7
|
)
|
|
10.9
|
|
|||
Total principal investment income (loss)
|
$
|
54.1
|
|
|
$
|
(24.5
|
)
|
|
$
|
29.6
|
|
|
Three Months Ended March 31, 2017
|
||||||||||
|
Carlyle
Consolidated |
|
Adjustments
(2)
|
|
Total
Reportable Segments |
||||||
|
(Dollars in millions)
|
||||||||||
Performance revenues
(a)
|
|
|
|
|
|
||||||
Realized
|
$
|
77.6
|
|
|
$
|
5.4
|
|
|
$
|
83.0
|
|
Unrealized
|
598.4
|
|
|
33.3
|
|
|
631.7
|
|
|||
Total performance revenues
(a)
|
676.0
|
|
|
38.7
|
|
|
714.7
|
|
|||
Performance revenues related compensation expense
(b)
|
|
|
|
|
|
||||||
Realized
|
45.8
|
|
|
1.9
|
|
|
47.7
|
|
|||
Unrealized
|
271.3
|
|
|
1.6
|
|
|
272.9
|
|
|||
Total performance revenues related compensation expense
(b)
|
317.1
|
|
|
3.5
|
|
|
320.6
|
|
|||
Net performance revenues
|
|
|
|
|
|
||||||
Realized
|
31.8
|
|
|
3.5
|
|
|
35.3
|
|
|||
Unrealized
|
327.1
|
|
|
31.7
|
|
|
358.8
|
|
|||
Total net performance revenues
|
$
|
358.9
|
|
|
$
|
35.2
|
|
|
$
|
394.1
|
|
Principal investment income (loss)
|
|
|
|
|
|
||||||
Realized
|
$
|
(0.2
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(5.4
|
)
|
Unrealized
|
46.5
|
|
|
(30.5
|
)
|
|
16.0
|
|
|||
Total principal investment income (loss)
|
$
|
46.3
|
|
|
$
|
(35.7
|
)
|
|
$
|
10.6
|
|
|
As of March 31, 2018
|
||||||||||||||
|
Consolidated
Operating Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,068.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,068.2
|
|
Cash and cash equivalents held at Consolidated Funds
|
—
|
|
|
355.9
|
|
|
—
|
|
|
355.9
|
|
||||
Restricted cash
|
9.8
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
||||
Corporate treasury investments
|
375.9
|
|
|
—
|
|
|
—
|
|
|
375.9
|
|
||||
Investments, including performance allocations of $3,650.1 million
|
5,552.2
|
|
|
—
|
|
|
(241.8
|
)
|
|
5,310.4
|
|
||||
Investments of Consolidated Funds
|
—
|
|
|
4,995.9
|
|
|
—
|
|
|
4,995.9
|
|
||||
Due from affiliates and other receivables, net
|
279.3
|
|
|
—
|
|
|
(5.3
|
)
|
|
274.0
|
|
||||
Due from affiliates and other receivables of Consolidated Funds, net
|
—
|
|
|
180.5
|
|
|
—
|
|
|
180.5
|
|
||||
Fixed assets, net
|
97.8
|
|
|
—
|
|
|
—
|
|
|
97.8
|
|
||||
Deposits and other
|
61.2
|
|
|
—
|
|
|
—
|
|
|
61.2
|
|
||||
Intangible assets, net
|
34.0
|
|
|
—
|
|
|
—
|
|
|
34.0
|
|
||||
Deferred tax assets
|
178.2
|
|
|
—
|
|
|
—
|
|
|
178.2
|
|
||||
Total assets
|
$
|
7,656.6
|
|
|
$
|
5,532.3
|
|
|
$
|
(247.1
|
)
|
|
$
|
12,941.8
|
|
Liabilities and partners’ capital
|
|
|
|
|
|
|
|
||||||||
Debt obligations
|
$
|
1,603.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,603.9
|
|
Loans payable of Consolidated Funds
|
—
|
|
|
4,554.5
|
|
|
—
|
|
|
4,554.5
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
318.9
|
|
|
—
|
|
|
—
|
|
|
318.9
|
|
||||
Accrued compensation and benefits
|
2,149.0
|
|
|
—
|
|
|
—
|
|
|
2,149.0
|
|
||||
Due to affiliates
|
178.1
|
|
|
—
|
|
|
—
|
|
|
178.1
|
|
||||
Deferred revenue
|
230.7
|
|
|
—
|
|
|
—
|
|
|
230.7
|
|
||||
Deferred tax liabilities
|
78.9
|
|
|
—
|
|
|
—
|
|
|
78.9
|
|
||||
Other liabilities of Consolidated Funds
|
—
|
|
|
720.0
|
|
|
—
|
|
|
720.0
|
|
||||
Accrued giveback obligations
|
64.8
|
|
|
—
|
|
|
—
|
|
|
64.8
|
|
||||
Total liabilities
|
4,624.3
|
|
|
5,274.5
|
|
|
—
|
|
|
9,898.8
|
|
||||
Series A preferred units
|
387.5
|
|
|
—
|
|
|
—
|
|
|
387.5
|
|
||||
Partners’ capital
|
729.8
|
|
|
68.7
|
|
|
(68.7
|
)
|
|
729.8
|
|
||||
Accumulated other comprehensive loss
|
(67.4
|
)
|
|
5.5
|
|
|
(6.0
|
)
|
|
(67.9
|
)
|
||||
Non-controlling interests in consolidated entities
|
396.9
|
|
|
12.4
|
|
|
—
|
|
|
409.3
|
|
||||
Non-controlling interests in Carlyle Holdings
|
1,585.5
|
|
|
171.2
|
|
|
(172.4
|
)
|
|
1,584.3
|
|
||||
Total partners’ capital
|
3,032.3
|
|
|
257.8
|
|
|
(247.1
|
)
|
|
3,043.0
|
|
||||
Total liabilities and partners’ capital
|
$
|
7,656.6
|
|
|
$
|
5,532.3
|
|
|
$
|
(247.1
|
)
|
|
$
|
12,941.8
|
|
|
As of December 31, 2017 (As Adjusted)
|
||||||||||||||
|
Consolidated
Operating Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,000.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000.1
|
|
Cash and cash equivalents held at Consolidated Funds
|
—
|
|
|
377.6
|
|
|
—
|
|
|
377.6
|
|
||||
Restricted cash
|
28.7
|
|
|
—
|
|
|
—
|
|
|
28.7
|
|
||||
Corporate treasury investments
|
376.3
|
|
|
—
|
|
|
—
|
|
|
376.3
|
|
||||
Investments, including performance allocations of $3,664.3 million
|
5,508.5
|
|
|
—
|
|
|
(219.9
|
)
|
|
5,288.6
|
|
||||
Investments of Consolidated Funds
|
—
|
|
|
4,534.3
|
|
|
—
|
|
|
4,534.3
|
|
||||
Due from affiliates and other receivables, net
|
268.7
|
|
|
—
|
|
|
(5.3
|
)
|
|
263.4
|
|
||||
Due from affiliates and other receivables of Consolidated Funds, net
|
—
|
|
|
50.8
|
|
|
—
|
|
|
50.8
|
|
||||
Fixed assets, net
|
100.4
|
|
|
—
|
|
|
—
|
|
|
100.4
|
|
||||
Deposits and other
|
54.1
|
|
|
—
|
|
|
—
|
|
|
54.1
|
|
||||
Intangible assets, net
|
35.9
|
|
|
—
|
|
|
—
|
|
|
35.9
|
|
||||
Deferred tax assets
|
170.4
|
|
|
—
|
|
|
—
|
|
|
170.4
|
|
||||
Total assets
|
$
|
7,543.1
|
|
|
$
|
4,962.7
|
|
|
$
|
(225.2
|
)
|
|
$
|
12,280.6
|
|
Liabilities and partners’ capital
|
|
|
|
|
|
|
|
||||||||
Loans payable
|
$
|
1,573.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,573.6
|
|
Loans payable of Consolidated Funds
|
—
|
|
|
4,303.8
|
|
|
—
|
|
|
4,303.8
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
355.1
|
|
|
—
|
|
|
—
|
|
|
355.1
|
|
||||
Accrued compensation and benefits
|
2,222.6
|
|
|
—
|
|
|
—
|
|
|
2,222.6
|
|
||||
Due to affiliates
|
229.9
|
|
|
—
|
|
|
—
|
|
|
229.9
|
|
||||
Deferred revenue
|
82.1
|
|
|
—
|
|
|
—
|
|
|
82.1
|
|
||||
Deferred tax liabilities
|
75.6
|
|
|
—
|
|
|
—
|
|
|
75.6
|
|
||||
Other liabilities of Consolidated Funds
|
—
|
|
|
422.1
|
|
|
—
|
|
|
422.1
|
|
||||
Accrued giveback obligations
|
66.8
|
|
|
—
|
|
|
—
|
|
|
66.8
|
|
||||
Total liabilities
|
4,605.7
|
|
|
4,725.9
|
|
|
—
|
|
|
9,331.6
|
|
||||
Series A preferred units
|
387.5
|
|
|
—
|
|
|
—
|
|
|
387.5
|
|
||||
Partners’ capital
|
701.8
|
|
|
62.8
|
|
|
(62.8
|
)
|
|
701.8
|
|
||||
Accumulated other comprehensive income (loss)
|
(72.2
|
)
|
|
4.1
|
|
|
(4.6
|
)
|
|
(72.7
|
)
|
||||
Non-controlling interests in consolidated entities
|
391.4
|
|
|
13.3
|
|
|
—
|
|
|
404.7
|
|
||||
Non-controlling interests in Carlyle Holdings
|
1,528.9
|
|
|
156.6
|
|
|
(157.8
|
)
|
|
1,527.7
|
|
||||
Total partners’ capital
|
2,937.4
|
|
|
236.8
|
|
|
(225.2
|
)
|
|
2,949.0
|
|
||||
Total liabilities and partners’ capital
|
$
|
7,543.1
|
|
|
$
|
4,962.7
|
|
|
$
|
(225.2
|
)
|
|
$
|
12,280.6
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
Consolidated
Operating Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Fund management fees
|
$
|
270.3
|
|
|
$
|
—
|
|
|
$
|
(5.8
|
)
|
|
$
|
264.5
|
|
Incentive fees
|
6.4
|
|
|
—
|
|
|
(0.1
|
)
|
|
6.3
|
|
||||
Investment income
|
|
|
|
|
|
|
|
||||||||
Performance allocations
|
|
|
|
|
|
|
|
||||||||
Realized
|
220.6
|
|
|
—
|
|
|
—
|
|
|
220.6
|
|
||||
Unrealized
|
87.5
|
|
|
—
|
|
|
—
|
|
|
87.5
|
|
||||
Principal investment income
|
|
|
|
|
|
|
|
||||||||
Realized
|
27.5
|
|
|
—
|
|
|
—
|
|
|
27.5
|
|
||||
Unrealized
|
29.1
|
|
|
—
|
|
|
(2.5
|
)
|
|
26.6
|
|
||||
Total investment income
|
364.7
|
|
|
—
|
|
|
(2.5
|
)
|
|
362.2
|
|
||||
Interest and other income
|
28.5
|
|
|
—
|
|
|
(6.0
|
)
|
|
22.5
|
|
||||
Interest and other income of Consolidated Funds
|
—
|
|
|
47.3
|
|
|
—
|
|
|
47.3
|
|
||||
Total revenues
|
669.9
|
|
|
47.3
|
|
|
(14.4
|
)
|
|
702.8
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
||||||||
Base compensation
|
187.3
|
|
|
—
|
|
|
—
|
|
|
187.3
|
|
||||
Equity-based compensation
|
84.9
|
|
|
—
|
|
|
—
|
|
|
84.9
|
|
||||
Performance allocations and incentive fee related compensation
|
|
|
|
|
|
|
|
||||||||
Realized
|
108.4
|
|
|
—
|
|
|
—
|
|
|
108.4
|
|
||||
Unrealized
|
49.6
|
|
|
—
|
|
|
—
|
|
|
49.6
|
|
||||
Total compensation and benefits
|
430.2
|
|
|
—
|
|
|
—
|
|
|
430.2
|
|
||||
General, administrative and other expenses
|
95.0
|
|
|
—
|
|
|
—
|
|
|
95.0
|
|
||||
Interest
|
17.9
|
|
|
—
|
|
|
—
|
|
|
17.9
|
|
||||
Interest and other expenses of Consolidated Funds
|
—
|
|
|
44.3
|
|
|
(8.4
|
)
|
|
35.9
|
|
||||
Other non-operating expenses
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Total expenses
|
543.4
|
|
|
44.3
|
|
|
(8.4
|
)
|
|
579.3
|
|
||||
Other income
|
|
|
|
|
|
|
|
||||||||
Net investment gains of Consolidated Funds
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||
Income before provision for income taxes
|
126.5
|
|
|
5.0
|
|
|
(6.0
|
)
|
|
125.5
|
|
||||
Provision for income taxes
|
7.8
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
||||
Net income
|
118.7
|
|
|
5.0
|
|
|
(6.0
|
)
|
|
117.7
|
|
||||
Net income attributable to non-controlling interests in consolidated entities
|
12.0
|
|
|
—
|
|
|
(1.0
|
)
|
|
11.0
|
|
||||
Net income attributable to Carlyle Holdings
|
106.7
|
|
|
5.0
|
|
|
(5.0
|
)
|
|
106.7
|
|
||||
Net income attributable to non-controlling interests in Carlyle Holdings
|
67.0
|
|
|
—
|
|
|
—
|
|
|
67.0
|
|
||||
Net income attributable to The Carlyle Group L.P.
|
39.7
|
|
|
5.0
|
|
|
(5.0
|
)
|
|
39.7
|
|
||||
Net income attributable to Series A Preferred Unitholders
|
5.9
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
||||
Net income attributable to The Carlyle Group L.P. Common Unitholders
|
$
|
33.8
|
|
|
$
|
5.0
|
|
|
$
|
(5.0
|
)
|
|
$
|
33.8
|
|
|
Three Months Ended March 31, 2017 (As Adjusted)
|
||||||||||||||
|
Consolidated
Operating Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Fund management fees
|
$
|
250.3
|
|
|
$
|
—
|
|
|
$
|
(4.0
|
)
|
|
$
|
246.3
|
|
Incentive fees
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
||||
Investment income (loss)
|
|
|
|
|
|
|
|
||||||||
Performance allocations
|
|
|
|
|
|
|
|
||||||||
Realized
|
77.6
|
|
|
—
|
|
|
—
|
|
|
77.6
|
|
||||
Unrealized
|
598.4
|
|
|
—
|
|
|
—
|
|
|
598.4
|
|
||||
Principal investment income
|
|
|
|
|
|
|
|
||||||||
Realized
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||||
Unrealized
|
51.8
|
|
|
—
|
|
|
(5.3
|
)
|
|
46.5
|
|
||||
Total investment income
|
727.7
|
|
|
—
|
|
|
(5.4
|
)
|
|
722.3
|
|
||||
Interest and other income
|
15.9
|
|
|
—
|
|
|
(5.5
|
)
|
|
10.4
|
|
||||
Interest and other income of Consolidated Funds
|
—
|
|
|
42.9
|
|
|
—
|
|
|
42.9
|
|
||||
Revenue of a real estate VIE
|
92.6
|
|
|
—
|
|
|
—
|
|
|
92.6
|
|
||||
Total revenues
|
1,092.1
|
|
|
42.9
|
|
|
(14.9
|
)
|
|
1,120.1
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
||||||||
Base compensation
|
146.0
|
|
|
—
|
|
|
—
|
|
|
146.0
|
|
||||
Equity-based compensation
|
72.8
|
|
|
—
|
|
|
—
|
|
|
72.8
|
|
||||
Performance allocations and incentive fee related compensation
|
|
|
|
|
|
|
|
||||||||
Realized
|
45.8
|
|
|
—
|
|
|
—
|
|
|
45.8
|
|
||||
Unrealized
|
271.3
|
|
|
—
|
|
|
—
|
|
|
271.3
|
|
||||
Total compensation and benefits
|
535.9
|
|
|
—
|
|
|
—
|
|
|
535.9
|
|
||||
General, administrative and other expenses
|
93.8
|
|
|
—
|
|
|
—
|
|
|
93.8
|
|
||||
Interest
|
15.0
|
|
|
—
|
|
|
—
|
|
|
15.0
|
|
||||
Interest and other expenses of Consolidated Funds
|
—
|
|
|
53.0
|
|
|
(7.8
|
)
|
|
45.2
|
|
||||
Interest and other expenses of a real estate VIE and loss on deconsolidation
|
119.6
|
|
|
—
|
|
|
—
|
|
|
119.6
|
|
||||
Total expenses
|
764.3
|
|
|
53.0
|
|
|
(7.8
|
)
|
|
809.5
|
|
||||
Other income
|
|
|
|
|
|
|
|
||||||||
Net investment gains of Consolidated Funds
|
—
|
|
|
17.1
|
|
|
—
|
|
|
17.1
|
|
||||
Income before provision for income taxes
|
327.8
|
|
|
7.0
|
|
|
(7.1
|
)
|
|
327.7
|
|
||||
Provision for income taxes
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||
Net income
|
322.0
|
|
|
7.0
|
|
|
(7.1
|
)
|
|
321.9
|
|
||||
Net income attributable to non-controlling interests in consolidated entities
|
3.4
|
|
|
—
|
|
|
(0.1
|
)
|
|
3.3
|
|
||||
Net income attributable to Carlyle Holdings
|
318.6
|
|
|
7.0
|
|
|
(7.0
|
)
|
|
318.6
|
|
||||
Net income attributable to non-controlling interests in Carlyle Holdings
|
235.6
|
|
|
—
|
|
|
—
|
|
|
235.6
|
|
||||
Net income attributable to The Carlyle Group L.P.
|
$
|
83.0
|
|
|
$
|
7.0
|
|
|
$
|
(7.0
|
)
|
|
$
|
83.0
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
118.7
|
|
|
$
|
322.0
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
10.7
|
|
|
10.0
|
|
||
Equity-based compensation
|
84.9
|
|
|
72.8
|
|
||
Non-cash performance allocations and incentive fees
|
(71.8
|
)
|
|
(348.9
|
)
|
||
Other non-cash amounts
|
6.9
|
|
|
0.2
|
|
||
Principal investment income
|
(53.8
|
)
|
|
(48.1
|
)
|
||
Purchases of investments
|
(117.5
|
)
|
|
(66.1
|
)
|
||
Proceeds from the sale of investments
|
225.2
|
|
|
168.8
|
|
||
Payments of contingent consideration
|
(37.5
|
)
|
|
(22.5
|
)
|
||
Deconsolidation of Claren Road
|
—
|
|
|
(23.3
|
)
|
||
Change in deferred taxes, net
|
(2.8
|
)
|
|
(3.1
|
)
|
||
Change in due from affiliates and other receivables
|
5.1
|
|
|
(2.5
|
)
|
||
Change in receivables and inventory of a real estate VIE
|
—
|
|
|
(27.9
|
)
|
||
Change in deposits and other
|
(12.1
|
)
|
|
(6.7
|
)
|
||
Change in other assets of a real estate VIE
|
—
|
|
|
(1.7
|
)
|
||
Change in accounts payable, accrued expenses and other liabilities
|
(38.3
|
)
|
|
12.6
|
|
||
Change in accrued compensation and benefits
|
(82.9
|
)
|
|
(159.8
|
)
|
||
Change in due to affiliates
|
(15.5
|
)
|
|
67.1
|
|
||
Change in other liabilities of a real estate VIE
|
—
|
|
|
56.6
|
|
||
Change in deferred revenue
|
147.5
|
|
|
188.0
|
|
||
Net cash provided by operating activities
|
166.8
|
|
|
187.5
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of fixed assets, net
|
(4.7
|
)
|
|
(3.7
|
)
|
||
Net cash used in investing activities
|
(4.7
|
)
|
|
(3.7
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Payments on debt obligations
|
(6.8
|
)
|
|
—
|
|
||
Proceeds from debt obligations
|
34.5
|
|
|
66.1
|
|
||
Net payments on loans payable of a real estate VIE
|
—
|
|
|
(7.4
|
)
|
||
Distributions to common unitholders
|
(33.2
|
)
|
|
(13.7
|
)
|
||
Distributions to preferred unitholders
|
(5.9
|
)
|
|
—
|
|
||
Distributions to non-controlling interest holders in Carlyle Holdings
|
(77.5
|
)
|
|
(38.9
|
)
|
||
Contributions from non-controlling interest holders
|
3.4
|
|
|
—
|
|
||
Distributions to non-controlling interest holders
|
(21.1
|
)
|
|
(38.0
|
)
|
||
Common units repurchased
|
—
|
|
|
(0.2
|
)
|
||
Change in due to/from affiliates financing activities
|
(19.2
|
)
|
|
31.1
|
|
||
Net cash used in financing activities
|
(125.8
|
)
|
|
(1.0
|
)
|
||
Effect of foreign exchange rate changes
|
12.9
|
|
|
7.8
|
|
||
Increase in cash, cash equivalents and restricted cash
|
49.2
|
|
|
190.6
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
1,028.8
|
|
|
684.0
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
1,078.0
|
|
|
$
|
874.6
|
|
|
|
|
|
||||
Reconciliation of cash, cash equivalents and restricted cash, end of period:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,068.2
|
|
|
$
|
799.2
|
|
Restricted cash
|
9.8
|
|
|
75.4
|
|
||
Total cash, cash equivalents and restricted cash, end of period
|
$
|
1,078.0
|
|
|
$
|
874.6
|
|
|
|
|
|
||||
Cash and cash equivalents held at Consolidated Funds
|
$
|
355.9
|
|
|
$
|
377.6
|
|
•
|
Corporate Private Equity
— Our Corporate Private Equity segment advises our
23
buyout and
10
growth capital funds, which seek a wide variety of investments of different sizes and growth potentials. As of
March 31, 2018
, our Corporate Private Equity segment had
$75 billion
in AUM and over
$35 billion
in Fee-earning AUM.
|
•
|
Real Assets
— Our Real Assets segment advises our
eleven
U.S. and internationally focused real estate funds, our
two
infrastructure funds, 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
five
NGP management fee funds and
four
carry funds advised by NGP. As of
March 31, 2018
, our Real Assets segment had over
$44 billion
in AUM and over
$32 billion
in Fee-earning AUM.
|
•
|
Global Credit
— Our Global Credit segment advises a group of
53
funds that pursue investment opportunities across structured credit, direct lending, distressed credit, energy credit, and opportunistic credit. As of
March 31, 2018
, our Global Credit segment had approximately
$34 billion
in AUM and
$28 billion
in Fee-earning AUM.
|
•
|
Investment Solutions
— Our Investment Solutions segment advises global private equity and real estate fund of funds programs and related co-investment and secondary activities across
209
fund vehicles. As of
March 31, 2018
, our Investment Solutions segment had approximately
$49 billion
in AUM and
$31 billion
in Fee-earning AUM.
|
(1)
|
Amounts represent gross assets as of
March 31, 2018
.
|
(2)
|
Includes NGP ETP I, NGP M&R, NGP ETP II, NGP VIII and NGP IX.
|
•
|
$72.0 million from Carlyle Europe Partners IV, L.P. (“CEP IV”) (with total AUM of approximately
$5.4 billion
),
|
•
|
$44.4 million from CP VI (with total AUM of approximately
$15.5 billion
),
|
•
|
$37.5 million from Carlyle Realty Partners VII, L.P. (“CRP VII”) (with total AUM of approximately
$5.0 billion
),
|
•
|
$35.1 million from Carlyle Partners V, L.P. (“CP V”) (with total AUM of approximately
$3.3 billion
), and
|
•
|
$(45.0) million from Carlyle Realty Partners V, L.P. (“CRP V”) (with total AUM of approximately
$1.8 billion
).
|
|
As of March 31, 2018
|
||||||||||||||||||
|
Corporate
Private Equity |
|
Real
Assets
|
|
Global Credit
|
|
Investment Solutions
|
|
Total
|
||||||||||
Consolidated Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Level I
|
$
|
2,819
|
|
|
$
|
3,037
|
|
|
$
|
271
|
|
|
$
|
856
|
|
|
$
|
6,983
|
|
Level II
|
123
|
|
|
1,177
|
|
|
395
|
|
|
175
|
|
|
1,870
|
|
|||||
Level III
|
39,530
|
|
|
23,416
|
|
|
26,380
|
|
|
30,196
|
|
|
119,522
|
|
|||||
Fair Value of Investments
|
42,472
|
|
|
27,630
|
|
|
27,046
|
|
|
31,227
|
|
|
128,375
|
|
|||||
Available Capital
|
32,506
|
|
|
16,398
|
|
|
6,737
|
|
|
17,480
|
|
|
73,121
|
|
|||||
Total AUM
|
$
|
74,978
|
|
|
$
|
44,028
|
|
|
$
|
33,783
|
|
|
$
|
48,707
|
|
|
$
|
201,496
|
|
(a)
|
the amount of limited partner capital commitments, generally for carry funds where the original investment period has not expired, for AlpInvest carry funds during the commitment fee period and for Metropolitan carry funds during the weighted-average investment period of the underlying funds (see “Fee-earning AUM based on capital commitments” in the table below for the amount of this component at each period);
|
(b)
|
the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-investment vehicles where the original investment period has expired, Metropolitan carry funds after the expiration of the weighted-average investment period of the underlying funds, and one of our business development companies (see “Fee-earning AUM based on invested capital” in the table below for the amount of this component at each period);
|
(c)
|
the amount of aggregate fee-earning collateral balance 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 (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 external investor portion of the net asset value of our hedge fund and fund of hedge funds vehicles (pre redemptions and subscriptions), as well as certain carry funds (see “Fee-earning AUM based on net asset value” in the table below for the amount of this component at each period);
|
(e)
|
the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our business development companies and certain carry funds (see “Fee-earning AUM based on lower of cost or fair value and other” in the table below for the amount of this component at each period); and
|
(f)
|
the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee period has expired and certain carry funds where the investment period has expired, (see “Fee-earning AUM based on lower of cost or fair value and other” in the table below for the amount of this component at each period).
|
|
As of March 31,
|
||||||
|
2018
|
|
2017
|
||||
Consolidated Results
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM
|
|
|
|
||||
Fee-earning AUM based on capital commitments (1)
|
$
|
58,931
|
|
|
$
|
51,613
|
|
Fee-earning AUM based on invested capital (2)
|
23,602
|
|
|
25,525
|
|
||
Fee-earning AUM based on collateral balances, at par (3)
|
19,049
|
|
|
16,347
|
|
||
Fee-earning AUM based on net asset value (4)
|
2,052
|
|
|
1,106
|
|
||
Fee-earning AUM based on lower of cost or fair value and other (5)
|
22,137
|
|
|
20,314
|
|
||
Balance, End of Period (6) (7)
|
$
|
125,771
|
|
|
$
|
114,905
|
|
(1)
|
Reflects limited partner capital commitments where the original investment period, weighted-average investment period, or commitment fee period has not expired.
|
(2)
|
Reflects limited partner invested capital at cost and includes amounts committed to or reserved for investments for certain Real Assets and Investment Solutions funds.
|
(3)
|
Represents the amount of aggregate Fee-earning collateral balances and principal balances, at par, for our CLOs/structured products.
|
(4)
|
Reflects the net asset value (pre-redemptions and subscriptions) of our hedge funds, fund of hedge funds vehicles, and certain other carry funds.
|
(5)
|
Includes 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. Carlyle has a minority representation on the management committees of Energy IV and Renew II. Carlyle and Riverstone each hold half of the seats on the management committees of Energy II and Energy III, but the investment period for these funds has expired and the remaining investments in such funds are being disposed of in the ordinary course of business. As of
March 31, 2018
, the Legacy Energy Funds had, in the aggregate, approximately
$5.0 billion
in AUM and
$3.7 billion
in Fee-earning AUM. We are no longer raising capital for the Legacy Energy Funds and expect these balances to continue to decrease over time as the funds wind down.
|
(7)
|
Ending balance excludes $27 billion of pending Fee-earning AUM for which fees have not yet been activated.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Consolidated Results
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
124,595
|
|
|
$
|
114,994
|
|
Inflows, including Fee-paying Commitments (1)
|
2,552
|
|
|
2,736
|
|
||
Outflows, including Distributions (2)
|
(2,452
|
)
|
|
(2,666
|
)
|
||
Changes in CLO collateral balances (3)
|
261
|
|
|
(738
|
)
|
||
Market Appreciation/(Depreciation) (4)
|
(35
|
)
|
|
24
|
|
||
Foreign Exchange and other (5)
|
850
|
|
|
555
|
|
||
Balance, End of Period
|
$
|
125,771
|
|
|
$
|
114,905
|
|
(1)
|
Inflows represent limited partner capital raised and capital invested by our carry funds and the NGP management fee funds outside the investment period, weighted-average investment period or commitment fee period. Inflows do not include funds raised of $27 billion and $4 billion as of March 31, 2018 and 2017, respectively, which are not yet earning fees.
|
(2)
|
Outflows represent limited partner distributions from our carry funds and the NGP management fee funds, changes in basis for our carry funds 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 change in the aggregate Fee-earning collateral balances at par of our CLOs/structured products, as of the quarterly cut-off dates.
|
(4)
|
Market Appreciation/(Depreciation) represents changes in the net asset value of our hedge funds and fund of hedge funds vehicles, and realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower of cost or fair value and net asset value.
|
(5)
|
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.
|
(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, plus the capital that Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital commitments to those vehicles.
|
|
Three Months Ended March 31, 2018
|
||
|
(Dollars in millions)
|
||
Consolidated Results
|
|
||
Total AUM Rollforward
|
|
||
Balance, Beginning of Period
|
$
|
195,061
|
|
New Commitments (1)
|
7,701
|
|
|
Outflows (2)
|
(6,333
|
)
|
|
Market Appreciation/(Depreciation) (3)
|
3,256
|
|
|
Foreign Exchange Gain/(Loss) (4)
|
1,370
|
|
|
Other (5)
|
441
|
|
|
Balance, End of Period
|
$
|
201,496
|
|
(1)
|
New Commitments reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing.
|
(2)
|
Outflows includes distributions in our carry funds and related co-investment vehicles, the NGP management fee funds and separately managed accounts, as well as runoff of CLO collateral balances.
|
(3)
|
Market Appreciation/(Depreciation) generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and related co-investment vehicles, the NGP management fee funds and separately managed accounts.
|
(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.
|
(5)
|
Includes expiring available capital, the impact of capital calls for fees and expenses, change in gross asset value for our business development companies and other changes in AUM.
|
(1)
|
Corporate Private Equity, Real Assets, and Global Credit carry funds only, excluding external co-investment.
|
(2)
|
For Carlyle returns, “Appreciation/Depreciation” represents realized and unrealized gain / loss for the period on a total return basis before fees and expenses. The percentage of return is calculated as the sum of ending remaining investment fair market value ("FMV") and net investment outflow (sales proceeds less net purchases) less beginning remaining investment FMV divided by beginning remaining investment FMV.
|
(3)
|
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,
|
||||||
|
2018
|
|
2017 (As Adjusted)
|
||||
|
(Dollars in millions, except unit and per unit data)
|
||||||
Revenues
|
|
|
|
||||
Fund management fees
|
$
|
264.5
|
|
|
$
|
246.3
|
|
Incentive fees
|
6.3
|
|
|
5.6
|
|
||
Investment income
|
|
|
|
||||
Performance allocations
|
|
|
|
||||
Realized
|
220.6
|
|
|
77.6
|
|
||
Unrealized
|
87.5
|
|
|
598.4
|
|
||
Principal investment income
|
|
|
|
||||
Realized
|
27.5
|
|
|
(0.2
|
)
|
||
Unrealized
|
26.6
|
|
|
46.5
|
|
||
Total investment income
|
362.2
|
|
|
722.3
|
|
||
Interest and other income
|
22.5
|
|
|
10.4
|
|
||
Interest and other income of Consolidated Funds
|
47.3
|
|
|
42.9
|
|
||
Revenue of a real estate VIE
|
—
|
|
|
92.6
|
|
||
Total revenues
|
702.8
|
|
|
1,120.1
|
|
||
Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Base compensation
|
187.3
|
|
|
146.0
|
|
||
Equity-based compensation
|
84.9
|
|
|
72.8
|
|
||
Performance allocations and incentive fee related compensation
|
|
|
|
||||
Realized
|
108.4
|
|
|
45.8
|
|
||
Unrealized
|
49.6
|
|
|
271.3
|
|
||
Total compensation and benefits
|
430.2
|
|
|
535.9
|
|
||
General, administrative and other expenses
|
95.0
|
|
|
93.8
|
|
||
Interest
|
17.9
|
|
|
15.0
|
|
||
Interest and other expenses of Consolidated Funds
|
35.9
|
|
|
45.2
|
|
||
Interest and other expenses of a real estate VIE and loss on deconsolidation
|
—
|
|
|
119.6
|
|
||
Other non-operating expenses
|
0.3
|
|
|
—
|
|
||
Total expenses
|
579.3
|
|
|
809.5
|
|
||
Other income
|
|
|
|
||||
Net investment gains of Consolidated Funds
|
2.0
|
|
|
17.1
|
|
||
Income before provision for income taxes
|
125.5
|
|
|
327.7
|
|
||
Provision for income taxes
|
7.8
|
|
|
5.8
|
|
||
Net income
|
117.7
|
|
|
321.9
|
|
||
Net income attributable to non-controlling interests in consolidated entities
|
11.0
|
|
|
3.3
|
|
||
Net income attributable to Carlyle Holdings
|
106.7
|
|
|
318.6
|
|
||
Net income attributable to non-controlling interests in Carlyle Holdings
|
67.0
|
|
|
235.6
|
|
||
Net income attributable to The Carlyle Group L.P.
|
39.7
|
|
|
83.0
|
|
||
Net income attributable to Series A Preferred Unitholders
|
5.9
|
|
|
—
|
|
||
Net income attributable to The Carlyle Group L.P. common unitholders
|
$
|
33.8
|
|
|
$
|
83.0
|
|
|
|
|
|
||||
Net income attributable to The Carlyle Group L.P. per common unit
|
|
|
|
||||
Basic
|
$
|
0.34
|
|
|
$
|
0.97
|
|
Diluted
|
$
|
0.30
|
|
|
$
|
0.90
|
|
Weighted-average common units
|
|
|
|
||||
Basic
|
100,732,493
|
|
|
85,337,534
|
|
||
Diluted
|
111,303,988
|
|
|
91,967,452
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Total Revenues, March 31, 2017
|
$
|
1,120.1
|
|
Increases (Decreases):
|
|
||
Increase in fund management fees
|
18.2
|
|
|
Increase in incentive fees
|
0.7
|
|
|
Decrease in investment income, including performance allocations
|
(360.1
|
)
|
|
Increase in interest and other income
|
12.1
|
|
|
Increase in interest and other income of Consolidated Funds
|
4.4
|
|
|
Decrease in revenue from a real estate VIE
|
(92.6
|
)
|
|
Total decrease
|
(417.3
|
)
|
|
Total Revenues, March 31, 2018
|
$
|
702.8
|
|
|
Three Months Ended
March 31, |
||
|
2018 v. 2017
|
||
|
(Dollars in Millions)
|
||
Higher management fees from the commencement of the
investment period for certain newly raised funds |
$
|
40.8
|
|
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 |
(18.2
|
)
|
|
Increase in catch-up management fees from subsequent closes of
funds that are in the fundraising period |
2.1
|
|
|
Lower transaction and portfolio advisory fees
|
(5.1
|
)
|
|
All other changes
|
(1.4
|
)
|
|
Total increase in fund management fees
|
$
|
18.2
|
|
|
Three Months Ended
March 31, |
||
|
2018 v. 2017
|
||
|
(Dollars in Millions)
|
||
Decrease in performance allocations, excluding NGP
|
$
|
(367.9
|
)
|
Decrease in investment income from NGP, which includes
performance allocations from the investments in NGP |
(22.4
|
)
|
|
Absence in 2018 of investment expenses related to Q1 2017 amended NGP agreements
|
20.8
|
|
|
Increase in investment income from our buyout and growth funds
|
8.0
|
|
|
Decrease in income on foreign currency hedges
|
(0.9
|
)
|
|
Increase in investment income from our real assets funds, excluding NGP
|
0.7
|
|
|
Decrease in investment income from our distressed debt funds and energy
mezzanine funds |
(1.1
|
)
|
|
Increase in investment income from CLOs
|
0.5
|
|
|
All other changes
|
2.2
|
|
|
Total decrease in investment income
|
$
|
(360.1
|
)
|
|
Three Months Ended
March 31, |
|||||
|
2018
|
2017
|
||||
|
(Dollars in Millions)
|
|||||
Corporate Private Equity
|
$
|
257.9
|
|
$
|
568.0
|
|
Real Assets
|
(3.3
|
)
|
57.8
|
|
||
Global Credit
|
2.6
|
|
14.4
|
|
||
Investment Solutions
|
50.9
|
|
35.8
|
|
||
Total performance allocations
|
$
|
308.1
|
|
$
|
676.0
|
|
|
|
|
||||
Total carry fund appreciation
|
3%
|
6%
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Total Expenses, March 31, 2017
|
$
|
809.5
|
|
Increases (Decreases):
|
|
||
Decrease in total compensation and benefits
|
(105.7
|
)
|
|
Increase in general, administrative and other expenses
|
1.2
|
|
|
Decrease in interest and other expenses of Consolidated Funds
|
(9.3
|
)
|
|
Decrease in interest and other expenses of a real estate VIE
and loss on deconsolidation |
(119.6
|
)
|
|
All other changes
|
3.2
|
|
|
Total decrease
|
(230.2
|
)
|
|
Total Expenses, March 31, 2018
|
$
|
579.3
|
|
|
Three Months Ended
March 31, |
||
|
2018 v. 2017
|
||
|
(Dollars in Millions)
|
||
Increase in base compensation
|
$
|
41.3
|
|
Increase in equity-based compensation
|
12.1
|
|
|
Decrease in performance allocations and incentive fee related
compensation |
(159.1
|
)
|
|
Total decrease in total compensation and benefits
|
$
|
(105.7
|
)
|
|
Three Months Ended
March 31, |
||
|
2018 v. 2017
|
||
|
(Dollars in Millions)
|
||
Increase in headcount and bonuses
|
$
|
34.3
|
|
Increase in compensation costs associated with fundraising
activities |
7.0
|
|
|
Total increase in base compensation and benefits
|
$
|
41.3
|
|
|
Three Months Ended
March 31, |
||
|
2018 v. 2017
|
||
|
(Dollars in Millions)
|
||
Lower expenses for litigation and contingencies
|
$
|
(39.6
|
)
|
Absence in 2018 of net insurance recoveries recognized for certain legal
matters in 2017 |
35.3
|
|
|
Certain costs incurred on behalf of Carlyle funds, primarily travel and
entertainment costs, that are now presented on a gross basis as a result of the adoption of the new revenue recognition standard (See Note 2 to the unaudited condensed consolidated financial statements) |
6.1
|
|
|
Higher professional fees and office expenses
|
0.9
|
|
|
Higher external fundraising costs
|
5.2
|
|
|
Foreign exchange and other changes
|
(6.7
|
)
|
|
Total increase in general, administrative and other expenses
|
$
|
1.2
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Realized losses
|
$
|
(2.7
|
)
|
|
$
|
(2.1
|
)
|
Net change in unrealized gains
|
(12.7
|
)
|
|
37.3
|
|
||
Total gains (losses)
|
(15.4
|
)
|
|
35.2
|
|
||
Gains (losses) from liabilities of CLOs
|
17.4
|
|
|
(18.1
|
)
|
||
Total investment gains of Consolidated Funds
|
$
|
2.0
|
|
|
$
|
17.1
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Total Segment Revenues
|
$
|
653.9
|
|
|
$
|
1,001.2
|
|
Total Segment Expenses
|
484.9
|
|
|
601.1
|
|
||
Economic Income
|
$
|
169.0
|
|
|
$
|
400.1
|
|
(-) Net Performance Revenues
|
160.0
|
|
|
394.1
|
|
||
(-) Principal Investment Income
|
29.6
|
|
|
10.6
|
|
||
(+) Equity-based Compensation
|
37.7
|
|
|
30.1
|
|
||
(+) Net Interest
|
11.1
|
|
|
11.6
|
|
||
(=) Fee Related Earnings
|
$
|
28.2
|
|
|
$
|
37.1
|
|
(+) Realized Net Performance Revenues
|
103.1
|
|
|
35.3
|
|
||
(+) Realized Principal Investment Income (Loss)
|
18.7
|
|
|
(5.4
|
)
|
||
(+) Net Interest
|
(11.1
|
)
|
|
(11.6
|
)
|
||
(=) Distributable Earnings
|
$
|
138.9
|
|
|
$
|
55.4
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
287.5
|
|
|
$
|
255.6
|
|
Portfolio advisory fees, net
|
3.6
|
|
|
4.0
|
|
||
Transaction fees, net
|
3.0
|
|
|
7.7
|
|
||
Total fund level fee revenues
|
294.1
|
|
|
267.3
|
|
||
Performance revenues
|
|
|
|
||||
Realized
|
211.0
|
|
|
83.0
|
|
||
Unrealized
|
106.4
|
|
|
631.7
|
|
||
Total performance revenues
|
317.4
|
|
|
714.7
|
|
||
Principal investment income (loss)
|
|
|
|
||||
Realized
|
18.7
|
|
|
(5.4
|
)
|
||
Unrealized
|
10.9
|
|
|
16.0
|
|
||
Total principal investment income
|
29.6
|
|
|
10.6
|
|
||
Interest income
|
6.7
|
|
|
3.4
|
|
||
Other income
|
6.1
|
|
|
5.2
|
|
||
Total Segment Revenues
|
$
|
653.9
|
|
|
$
|
1,001.2
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Direct base compensation
|
$
|
135.4
|
|
|
$
|
108.3
|
|
Indirect base compensation
|
53.7
|
|
|
39.0
|
|
||
Equity-based compensation
|
37.7
|
|
|
30.1
|
|
||
Performance revenues related compensation
|
|
|
|
||||
Realized
|
107.9
|
|
|
47.7
|
|
||
Unrealized
|
49.5
|
|
|
272.9
|
|
||
Total compensation and benefits
|
384.2
|
|
|
498.0
|
|
||
General, administrative, and other indirect expenses
|
74.8
|
|
|
80.6
|
|
||
Depreciation and amortization expense
|
8.1
|
|
|
7.5
|
|
||
Interest expense
|
17.8
|
|
|
15.0
|
|
||
Total Segment Expenses
|
$
|
484.9
|
|
|
$
|
601.1
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Income before provision for income taxes
|
$
|
125.5
|
|
|
$
|
327.7
|
|
Adjustments:
|
|
|
|
||||
Equity-based compensation issued in conjunction with the initial public offering, acquisitions and strategic investments
|
50.1
|
|
|
67.0
|
|
||
Acquisition related charges, including amortization of intangibles and impairment
|
4.6
|
|
|
8.8
|
|
||
Other non-operating expense
|
0.3
|
|
|
—
|
|
||
Tax expense associated with performance fee compensation
|
(2.1
|
)
|
|
(2.9
|
)
|
||
Net income attributable to non-controlling interests in consolidated entities
|
(11.0
|
)
|
|
(3.3
|
)
|
||
Severance and other adjustments
|
1.6
|
|
|
2.8
|
|
||
Economic Income
|
$
|
169.0
|
|
|
$
|
400.1
|
|
(-) Net performance revenues
(1)
|
160.0
|
|
|
394.1
|
|
||
(-) Principal investment income
(1)
|
29.6
|
|
|
10.6
|
|
||
(+) Equity-based compensation
|
37.7
|
|
|
30.1
|
|
||
(+) Net Interest
|
11.1
|
|
|
11.6
|
|
||
(=) Fee Related Earnings
|
$
|
28.2
|
|
|
$
|
37.1
|
|
(+) Realized net performance revenues
(1)
|
103.1
|
|
|
35.3
|
|
||
(+) Realized principal investment income (loss)
(1)
|
18.7
|
|
|
(5.4
|
)
|
||
(+) Net Interest
|
(11.1
|
)
|
|
(11.6
|
)
|
||
(=) Distributable Earnings
|
$
|
138.9
|
|
|
$
|
55.4
|
|
(1)
|
– See reconciliation to most directly comparable U.S. GAAP measure below:
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
Carlyle
Consolidated |
|
Adjustments
(2)
|
|
Total
Reportable Segments |
||||||
|
(Dollars in millions)
|
||||||||||
Performance revenues
(a)
|
|
|
|
|
|
||||||
Realized
|
$
|
220.6
|
|
|
$
|
(9.6
|
)
|
|
$
|
211.0
|
|
Unrealized
|
87.5
|
|
|
18.9
|
|
|
106.4
|
|
|||
Total performance revenues
(a)
|
308.1
|
|
|
9.3
|
|
|
317.4
|
|
|||
Performance revenues related compensation expense
(b)
|
|
|
|
|
|
||||||
Realized
|
108.4
|
|
|
(0.5
|
)
|
|
107.9
|
|
|||
Unrealized
|
49.6
|
|
|
(0.1
|
)
|
|
49.5
|
|
|||
Total performance revenues related compensation expense
(b)
|
158.0
|
|
|
(0.6
|
)
|
|
157.4
|
|
|||
Net performance revenues
|
|
|
|
|
|
||||||
Realized
|
112.2
|
|
|
(9.1
|
)
|
|
103.1
|
|
|||
Unrealized
|
37.9
|
|
|
19.0
|
|
|
56.9
|
|
|||
Total net performance revenues
|
$
|
150.1
|
|
|
$
|
9.9
|
|
|
$
|
160.0
|
|
Principal investment income (loss)
|
|
|
|
|
|
||||||
Realized
|
$
|
27.5
|
|
|
$
|
(8.8
|
)
|
|
$
|
18.7
|
|
Unrealized
|
26.6
|
|
|
(15.7
|
)
|
|
10.9
|
|
|||
Principal investment income (loss)
|
$
|
54.1
|
|
|
$
|
(24.5
|
)
|
|
$
|
29.6
|
|
|
Three Months Ended March 31, 2017
|
||||||||||
|
Carlyle
Consolidated |
|
Adjustments
(2)
|
|
Total
Reportable Segments |
||||||
|
(Dollars in millions)
|
||||||||||
Performance revenues
(a)
|
|
|
|
|
|
||||||
Realized
|
$
|
77.6
|
|
|
$
|
5.4
|
|
|
$
|
83.0
|
|
Unrealized
|
598.4
|
|
|
33.3
|
|
|
631.7
|
|
|||
Total performance revenues
(a)
|
676.0
|
|
|
38.7
|
|
|
714.7
|
|
|||
Performance revenues related compensation expense
(b)
|
|
|
|
|
|
||||||
Realized
|
45.8
|
|
|
1.9
|
|
|
47.7
|
|
|||
Unrealized
|
271.3
|
|
|
1.6
|
|
|
272.9
|
|
|||
Total performance revenues related compensation expense
(b)
|
317.1
|
|
|
3.5
|
|
|
320.6
|
|
|||
Net performance revenues
|
|
|
|
|
|
||||||
Realized
|
31.8
|
|
|
3.5
|
|
|
35.3
|
|
|||
Unrealized
|
327.1
|
|
|
31.7
|
|
|
358.8
|
|
|||
Total net performance revenues
|
$
|
358.9
|
|
|
$
|
35.2
|
|
|
$
|
394.1
|
|
Principal investment income (loss)
|
|
|
|
|
|
||||||
Realized
|
$
|
(0.2
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(5.4
|
)
|
Unrealized
|
46.5
|
|
|
(30.5
|
)
|
|
16.0
|
|
|||
Total principal investment income (loss)
|
$
|
46.3
|
|
|
$
|
(35.7
|
)
|
|
$
|
10.6
|
|
(2)
|
Adjustments to performance revenues and principal 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
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Economic Income
|
|
|
|
||||
Corporate Private Equity
|
$
|
113.6
|
|
|
$
|
313.4
|
|
Real Assets
|
31.3
|
|
|
59.4
|
|
||
Global Credit
|
7.7
|
|
|
15.4
|
|
||
Investment Solutions
|
16.4
|
|
|
11.9
|
|
||
Economic Income
|
$
|
169.0
|
|
|
$
|
400.1
|
|
Distributable Earnings
|
|
|
|
||||
Corporate Private Equity
|
$
|
86.8
|
|
|
$
|
35.4
|
|
Real Assets
|
33.2
|
|
|
3.6
|
|
||
Global Credit
|
10.2
|
|
|
7.8
|
|
||
Investment Solutions
|
8.7
|
|
|
8.6
|
|
||
Distributable Earnings
|
$
|
138.9
|
|
|
$
|
55.4
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
114.1
|
|
|
$
|
115.7
|
|
Portfolio advisory fees, net
|
3.2
|
|
|
3.8
|
|
||
Transaction fees, net
|
0.3
|
|
|
7.7
|
|
||
Total fund level fee revenues
|
117.6
|
|
|
127.2
|
|
||
Performance revenues
|
|
|
|
||||
Realized
|
188.0
|
|
|
51.3
|
|
||
Unrealized
|
64.6
|
|
|
515.3
|
|
||
Total performance revenues
|
252.6
|
|
|
566.6
|
|
||
Principal investment income
|
|
|
|
||||
Realized
|
7.9
|
|
|
0.2
|
|
||
Unrealized
|
7.0
|
|
|
5.5
|
|
||
Total principal investment income
|
14.9
|
|
|
5.7
|
|
||
Interest income
|
2.0
|
|
|
1.1
|
|
||
Other income
|
3.1
|
|
|
1.3
|
|
||
Total revenues
|
390.2
|
|
|
701.9
|
|
||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Direct base compensation
|
67.1
|
|
|
55.4
|
|
||
Indirect base compensation
|
30.1
|
|
|
18.7
|
|
||
Equity-based compensation
|
18.7
|
|
|
15.0
|
|
||
Performance revenues related compensation
|
|
|
|
||||
Realized
|
90.7
|
|
|
26.1
|
|
||
Unrealized
|
26.1
|
|
|
227.8
|
|
||
Total compensation and benefits
|
232.7
|
|
|
343.0
|
|
||
General, administrative, and other indirect expenses
|
32.9
|
|
|
35.0
|
|
||
Depreciation and amortization expense
|
4.0
|
|
|
3.7
|
|
||
Interest expense
|
7.0
|
|
|
6.8
|
|
||
Total expenses
|
276.6
|
|
|
388.5
|
|
||
Economic Income
|
$
|
113.6
|
|
|
$
|
313.4
|
|
(-) Net Performance Revenues
|
135.8
|
|
|
312.7
|
|
||
(-) Principal Investment Income
|
14.9
|
|
|
5.7
|
|
||
(+) Equity-based Compensation
|
18.7
|
|
|
15.0
|
|
||
(+) Net Interest
|
5.0
|
|
|
5.7
|
|
||
(=) Fee Related Earnings
|
$
|
(13.4
|
)
|
|
$
|
15.7
|
|
(+) Realized Net Performance Revenues
|
97.3
|
|
|
25.2
|
|
||
(+) Realized Principal Investment Income
|
7.9
|
|
|
0.2
|
|
||
(+) Net Interest
|
(5.0
|
)
|
|
(5.7
|
)
|
||
(=) Distributable Earnings
|
$
|
86.8
|
|
|
$
|
35.4
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Distributable earnings, March 31, 2017
|
$
|
35.4
|
|
Increases (decreases):
|
|
||
Decrease in fee related earnings
|
(29.1
|
)
|
|
Increase in realized net performance revenues
|
72.1
|
|
|
Increase in realized principal investment income
|
7.7
|
|
|
Decrease in net interest
|
0.7
|
|
|
Total increase
|
51.4
|
|
|
Distributable earnings, March 31, 2018
|
$
|
86.8
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Fee related earnings, March 31, 2017
|
$
|
15.7
|
|
Increases (decreases):
|
|
||
Decrease in fee revenues
|
(9.6
|
)
|
|
Increase in direct and indirect base compensation
|
(23.1
|
)
|
|
Decrease in general, administrative and other indirect expenses
|
2.1
|
|
|
All other changes
|
1.5
|
|
|
Total decrease
|
(29.1
|
)
|
|
Fee related earnings, March 31, 2018
|
$
|
(13.4
|
)
|
|
Three Months Ended
March 31, |
||
|
2018 v. 2017
|
||
|
(Dollars in Millions)
|
||
Lower fund management fees
|
$
|
(1.6
|
)
|
Lower transaction fees
|
(7.4
|
)
|
|
Lower portfolio advisory fees
|
(0.6
|
)
|
|
Total decrease in fee revenues
|
$
|
(9.6
|
)
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Economic income, March 31, 2017
|
$
|
313.4
|
|
Increases (decreases):
|
|
||
Decrease in net performance revenues
|
(176.9
|
)
|
|
Increase in principal investment income
|
9.2
|
|
|
Increase in equity-based compensation
|
(3.7
|
)
|
|
Decrease in fee related earnings
|
(29.1
|
)
|
|
Decrease in net interest
|
0.7
|
|
|
Total decrease
|
(199.8
|
)
|
|
Economic income, March 31, 2018
|
$
|
113.6
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Buyout funds
|
$
|
242.0
|
|
|
$
|
537.7
|
|
Growth Capital funds
|
10.6
|
|
|
28.9
|
|
||
Total performance revenues
|
$
|
252.6
|
|
|
$
|
566.6
|
|
|
Three Months Ended March 31,
|
|
|
2018
|
2017
|
|
(Dollars in millions)
|
|
Net Performance Revenues
|
$135.8
|
$312.7
|
|
|
|
Percentage of Total Performance Revenues
|
54%
|
55%
|
|
As of March 31,
|
||||||
|
2018
|
|
2017
|
||||
Corporate Private Equity
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM (1)
|
|
|
|
||||
Fee-earning AUM based on capital commitments
|
$
|
26,192
|
|
|
$
|
25,679
|
|
Fee-earning AUM based on invested capital
|
7,034
|
|
|
9,580
|
|
||
Fee-earning AUM based on lower of cost or fair value
|
2,067
|
|
|
1,619
|
|
||
Total Fee-earning AUM
|
$
|
35,293
|
|
|
$
|
36,878
|
|
Weighted Average Management Fee Rates (2)
|
|
|
|
||||
All Funds
|
1.32
|
%
|
|
1.29
|
%
|
||
Funds in Investment Period
|
1.44
|
%
|
|
1.44
|
%
|
(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,
|
||||||
|
2018
|
|
2017
|
||||
Corporate Private Equity
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
35,584
|
|
|
$
|
36,327
|
|
Inflows, including Fee-paying Commitments (1)
|
217
|
|
|
486
|
|
||
Outflows, including Distributions (2)
|
(770
|
)
|
|
(86
|
)
|
||
Market Appreciation/(Depreciation) (3)
|
30
|
|
|
(13
|
)
|
||
Foreign Exchange and other (4)
|
232
|
|
|
164
|
|
||
Balance, End of Period
|
$
|
35,293
|
|
|
$
|
36,878
|
|
(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, 2018
|
||
|
(Dollars in millions)
|
||
Corporate Private Equity
|
|
||
Total AUM Rollforward
|
|
||
Balance, Beginning of Period
|
$
|
72,558
|
|
New Commitments (1)
|
3,933
|
|
|
Outflows (2)
|
(3,224
|
)
|
|
Market Appreciation/(Depreciation) (3)
|
1,429
|
|
|
Foreign Exchange Gain/(Loss) (4)
|
335
|
|
|
Other (5)
|
(53
|
)
|
|
Balance, End of Period
|
$
|
74,978
|
|
(1)
|
New Commitments reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing.
|
(2)
|
Outflows includes distributions in our carry funds, related co-investment vehicles and separately managed accounts.
|
(3)
|
Market Appreciation/(Depreciation) generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related co-investment vehicles and separately managed accounts.
|
(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.
|
(5)
|
Includes expiring available capital, the impact of capital calls for fees and expenses and other changes in AUM.
|
(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
|
(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. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund.
|
(9)
|
Aggregate includes the following funds: CP I, CMG, CVP I, CVP II, CUSGF III, CEVP, CETP I, CAVP I, CAVP II, CAGP III, CSABF, Mexico, CBPF, and MENA.
|
(10)
|
Includes coinvestments and certain other stand-alone investments arranged by us.
|
(11)
|
Aggregate, which is considered not meaningful, includes the following funds and their respective commencement dates: CSSAF (April 2012) , CPF I (June 2012), CCI (December 2012), CETP III (May 2014), CAGP V (May 2016), CGFSP III (June 2017), and CBPF II (November 2017).
|
(12)
|
For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end.
|
(13)
|
For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate.
|
|
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, 2018
|
|
|
|
|
|
|
|
|
||||||||||||||
Corporate Private Equity
|
(Reported in Local Currency, in Millions)
|
|
|
|
|
|
|
|
|
||||||||||||||
CP VI
|
$
|
14,194.9
|
|
|
1.3x
|
|
1.4x
|
|
93
|
%
|
|
X
|
|
|
|
100
|
%
|
|
Jun-13
|
|
20
|
|
May-18
|
CAP IV
|
$
|
4,740.0
|
|
|
1.6x
|
|
1.6x
|
|
85
|
%
|
|
X
|
|
|
|
100
|
%
|
|
Jul-13
|
|
19
|
|
Nov-18
|
CEP IV
|
€
|
3,493.9
|
|
|
1.3x
|
|
1.3x
|
|
84
|
%
|
|
X
|
|
|
|
100
|
%
|
|
Sep-14
|
|
15
|
|
Aug-19
|
CGP
|
$
|
2,776.7
|
|
|
1.1x
|
|
1.1x
|
|
71
|
%
|
|
X
|
|
|
|
100
|
%
|
|
Jan-15
|
|
13
|
|
Dec-20
|
CP V
|
$
|
2,587.3
|
|
|
0.7x
|
|
2.1x
|
|
96
|
%
|
|
X
|
|
X
|
|
100
|
%
|
|
Jun-07
|
|
44
|
|
May-13
|
CEOF II
|
$
|
1,260.7
|
|
|
1.2x
|
|
1.2x
|
|
48
|
%
|
|
|
|
|
|
80
|
%
|
|
Nov-15
|
|
10
|
|
Mar-21
|
CAP III
|
$
|
977.9
|
|
|
1.9x
|
|
1.9x
|
|
100
|
%
|
|
X
|
|
X
|
|
100
|
%
|
|
Jun-08
|
|
40
|
|
May-14
|
CEP III
|
€
|
719.6
|
|
|
1.0x
|
|
2.3x
|
|
97
|
%
|
|
X
|
|
X
|
|
100
|
%
|
|
Jul-07
|
|
43
|
|
Dec-12
|
CEOF I
|
$
|
763.4
|
|
|
1.0x
|
|
1.4x
|
|
104
|
%
|
|
X
|
|
|
|
80
|
%
|
|
Sep-11
|
|
27
|
|
May-17
|
CGFSP II
|
$
|
760.7
|
|
|
1.3x
|
|
1.5x
|
|
93
|
%
|
|
X
|
|
X
|
|
100
|
%
|
|
Jun-13
|
|
20
|
|
Dec-17
|
CJP III
|
¥
|
77,737.2
|
|
|
1.6x
|
|
1.9x
|
|
50
|
%
|
|
X
|
|
|
|
100
|
%
|
|
Sep-13
|
|
19
|
|
Feb-20
|
CAGP IV
|
$
|
417.9
|
|
|
1.0x
|
|
1.5x
|
|
92
|
%
|
|
|
|
|
|
100
|
%
|
|
Aug-08
|
|
39
|
|
Jun-14
|
CP IV
|
$
|
253.0
|
|
|
2.7x
|
|
2.4x
|
|
97
|
%
|
|
X
|
|
|
|
80
|
%
|
|
Apr-05
|
|
52
|
|
Dec-10
|
CJP II
|
¥
|
21,915.0
|
|
|
1.4x
|
|
1.5x
|
|
86
|
%
|
|
|
|
|
|
80
|
%
|
|
Oct-06
|
|
46
|
|
Jul-12
|
All Other Funds (8)
|
$
|
2,989.9
|
|
|
1.2x
|
|
2.2x
|
|
|
|
NM
|
|
NM
|
|
|
|
|
|
|
|
|
||
Coinvestment and Other (9)
|
$
|
4,617.3
|
|
|
1.2x
|
|
2.2x
|
|
|
|
NM
|
|
NM
|
|
|
|
|
|
|
|
|
||
Total Corporate Private Equity (10)
|
$
|
42,472.1
|
|
|
1.2x
|
|
1.9x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Remaining Fair Value reflects the unrealized carrying value of investments for Corporate Private Equity, Real Assets and Global Credit carry funds and related co-investment vehicles. Significant funds with remaining fair value of greater than $100 million are listed individually.
|
(2)
|
Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by remaining investment cost.
|
(3)
|
Total MOIC represents total fair value (realized proceeds combined with remaining fair value), before management fees, expenses and carried interest, divided by cumulative invested capital. For certain funds, represents the original cost of investments net of investment-level recallable proceeds, which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC.
|
(4)
|
Represents cumulative 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 a net accrued performance revenue balance/(giveback obligation) as of the current quarter end, driven by a significant portion of the fund’s asset base.
|
(6)
|
Fund has generated realized net performance revenues/(realized giveback) in the last twelve months.
|
(7)
|
Represents the date of the first capital contribution for management fees.
|
(8)
|
Aggregate includes the following funds: CMG, CP I, CP II, CP III, CEP I, CEP II, CAP I, CAP II, CBPF, CBPF II, CJP I, CEVP, CETP I, CETP II, CETP III, CCI, CAVP I, CAVP II, CAGP III, CAGP V, Mexico, MENA, CSABF, CSSAF, CPF, CGFSP I, CGFSP III, 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,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
74.4
|
|
|
$
|
56.0
|
|
Portfolio advisory fees, net
|
0.3
|
|
|
0.1
|
|
||
Transaction fees, net
|
2.7
|
|
|
—
|
|
||
Total fund level fee revenues
|
77.4
|
|
|
56.1
|
|
||
Performance revenues
|
|
|
|
||||
Realized
|
7.8
|
|
|
13.5
|
|
||
Unrealized
|
2.4
|
|
|
78.7
|
|
||
Total performance revenues
|
10.2
|
|
|
92.2
|
|
||
Principal investment income (loss)
|
|
|
|
||||
Realized
|
8.2
|
|
|
(8.1
|
)
|
||
Unrealized
|
0.9
|
|
|
5.2
|
|
||
Total principal investment income (loss)
|
9.1
|
|
|
(2.9
|
)
|
||
Interest income
|
0.9
|
|
|
0.6
|
|
||
Other income
|
1.2
|
|
|
0.4
|
|
||
Total revenues
|
98.8
|
|
|
146.4
|
|
||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Direct base compensation
|
21.9
|
|
|
19.7
|
|
||
Indirect base compensation
|
12.8
|
|
|
10.9
|
|
||
Equity-based compensation
|
10.1
|
|
|
8.8
|
|
||
Performance revenues related compensation
|
|
|
|
||||
Realized
|
4.0
|
|
|
6.8
|
|
||
Unrealized
|
(4.9
|
)
|
|
19.3
|
|
||
Total compensation and benefits
|
43.9
|
|
|
65.5
|
|
||
General, administrative, and other indirect expenses
|
18.1
|
|
|
15.6
|
|
||
Depreciation and amortization expense
|
1.6
|
|
|
1.8
|
|
||
Interest expense
|
3.9
|
|
|
4.1
|
|
||
Total expenses
|
67.5
|
|
|
87.0
|
|
||
Economic Income
|
$
|
31.3
|
|
|
$
|
59.4
|
|
(-) Net Performance Revenues
|
11.1
|
|
|
66.1
|
|
||
(-) Principal Investment Income (Loss)
|
9.1
|
|
|
(2.9
|
)
|
||
(+) Equity-based Compensation
|
10.1
|
|
|
8.8
|
|
||
(+) Net Interest
|
3.0
|
|
|
3.5
|
|
||
(=) Fee Related Earnings
|
$
|
24.2
|
|
|
$
|
8.5
|
|
(+) Realized Net Performance Revenues
|
3.8
|
|
|
6.7
|
|
||
(+) Realized Principal Investment Income (Loss)
|
8.2
|
|
|
(8.1
|
)
|
||
(+) Net Interest
|
(3.0
|
)
|
|
(3.5
|
)
|
||
(=) Distributable Earnings
|
$
|
33.2
|
|
|
$
|
3.6
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Distributable earnings, March 31, 2017
|
$
|
3.6
|
|
Increases (decreases):
|
|
||
Increase in fee related earnings
|
15.7
|
|
|
Decrease in realized net performance revenues
|
(2.9
|
)
|
|
Increase in realized principal investment income
|
16.3
|
|
|
Decrease in net interest
|
0.5
|
|
|
Total increase
|
29.6
|
|
|
Distributable earnings, March 31, 2018
|
$
|
33.2
|
|
Three Months Ended
March 31, |
|
2018
|
2017
|
CRP VI
|
CRP VI
|
CEREP III - External Coinvest
|
CEREP III - External Coinvest
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Fee related earnings, March 31, 2017
|
$
|
8.5
|
|
Increases (decreases):
|
|
||
Increase in fee revenues
|
21.3
|
|
|
Increase in direct and indirect base compensation
|
(4.1
|
)
|
|
Increase in general, administrative and other indirect expenses
|
(2.5
|
)
|
|
All other changes
|
1.0
|
|
|
Total increase
|
15.7
|
|
|
Fee related earnings, March 31, 2018
|
$
|
24.2
|
|
|
Three Months Ended
March 31, |
||
|
2018 v. 2017
|
||
|
(Dollars in Millions)
|
||
Higher fund management fees
|
$
|
18.4
|
|
Higher transaction fees
|
2.7
|
|
|
Higher portfolio advisory fees
|
0.2
|
|
|
Total increase in fee revenues
|
$
|
21.3
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Economic income, March 31, 2017
|
$
|
59.4
|
|
Increases (decreases):
|
|
||
Decrease in net performance revenues
|
(55.0
|
)
|
|
Increase in principal investment income
|
12.0
|
|
|
Increase in equity-based compensation
|
(1.3
|
)
|
|
Increase in fee related earnings
|
15.7
|
|
|
Decrease in net interest
|
0.5
|
|
|
Total decrease
|
(28.1
|
)
|
|
Economic income, March 31, 2018
|
$
|
31.3
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Real Estate funds
|
$
|
(12.6
|
)
|
|
$
|
54.3
|
|
Natural Resources funds
|
22.7
|
|
|
37.4
|
|
||
Legacy Energy funds
|
0.1
|
|
|
0.5
|
|
||
Total performance revenues
|
$
|
10.2
|
|
|
$
|
92.2
|
|
|
Three Months Ended
March 31, |
|
|
2018
|
2017
|
Real Estate funds
|
1%
|
5%
|
Natural Resources funds
|
2%
|
7%
|
Legacy Energy funds
|
2%
|
3%
|
Total
|
2%
|
5%
|
|
As of March 31,
|
||||||
|
2018
|
|
2017
|
||||
Real Assets
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM (1)
|
|
|
|
||||
Fee-earning AUM based on capital commitments
|
$
|
17,170
|
|
|
$
|
12,991
|
|
Fee-earning AUM based on invested capital (2)
|
13,629
|
|
|
13,453
|
|
||
Fee-earning AUM based on net asset value
|
970
|
|
|
397
|
|
||
Fee-earning AUM based on lower of cost or fair value and other (3)
|
365
|
|
|
316
|
|
||
Total Fee-earning AUM (4)
|
$
|
32,134
|
|
|
$
|
27,157
|
|
Weighted Average Management Fee Rates (5)
|
|
|
|
||||
All Funds
|
1.20
|
%
|
|
1.26
|
%
|
||
Funds in Investment Period
|
1.34
|
%
|
|
1.44
|
%
|
(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, and Renew II (collectively, the “Legacy Energy Funds”), are managed with Riverstone Holdings LLC and its affiliates. Affiliates of both Carlyle and Riverstone act as investment advisers to each of the Legacy Energy Funds. Carlyle has a minority representation on the management committees of Energy IV and Renew II. Carlyle and Riverstone each hold half of the seats on the management committees of Energy II and Energy III, but the investment period for these funds has expired and the remaining investments in such funds are being disposed of in the ordinary course of business. As of
March 31, 2018
, the Legacy Energy Funds had, in the aggregate, approximately
$5.0 billion
in AUM and
$3.7 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, NGP XI, and NGP XII (referred to herein as “carry funds”), are managed by NGP Energy Capital Management. As of
March 31, 2018
, the NGP management fee funds and carry funds had, in the aggregate, approximately
$13.4 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% interest in management fees earned by the Legacy Energy funds and 55% interest in management fees earned by the NGP management fee funds and carry funds. Accounts based on gross asset base generally have an effective management fee rate of 0.5% or less.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Real Assets
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
31,599
|
|
|
$
|
27,487
|
|
Inflows, including Fee-paying Commitments (1)
|
1,008
|
|
|
185
|
|
||
Outflows, including Distributions (2)
|
(434
|
)
|
|
(566
|
)
|
||
Market Appreciation/(Depreciation) (3)
|
28
|
|
|
18
|
|
||
Foreign Exchange and other (4)
|
(67
|
)
|
|
33
|
|
||
Balance, End of Period
|
$
|
32,134
|
|
|
$
|
27,157
|
|
(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 funds based on the lower of cost or fair value and net asset 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, 2018
|
||
|
(Dollars in millions)
|
||
Real Assets
|
|
||
Total AUM Rollforward
|
|
||
Balance, Beginning of Period
|
$
|
42,888
|
|
New Commitments (1)
|
1,252
|
|
|
Outflows (2)
|
(1,044
|
)
|
|
Market Appreciation/(Depreciation) (3)
|
467
|
|
|
Foreign Exchange Gain/(Loss) (4)
|
(1
|
)
|
|
Other (5)
|
466
|
|
|
Balance, End of Period
|
$
|
44,028
|
|
(1)
|
New Commitments reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing.
|
(2)
|
Outflows includes distributions in our carry funds and related co-investment vehicles, NGP management fee funds and separately managed accounts.
|
(3)
|
Market Appreciation/(Depreciation) generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and related co-investment vehicles, the NGP management fee funds and separately managed accounts.
|
(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.
|
(5)
|
Includes expiring available capital, the impact of capital calls for fees and expenses and other changes in AUM.
|
(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
|
(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. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund.
|
(9)
|
Aggregate includes the following funds: 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, CCR, and CER. Return is not considered meaningful, as the investment period commenced in December 2013 for NGP GAP, October 2016 for CCR, and December 2017 for CER.
|
(12)
|
For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end.
|
(13)
|
For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate.
|
|
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, 2018
|
|
|
|
|
|
|
|
|
||||||||||||||
Real Assets
|
(Reported in Local Currency, in Millions)
|
|
|
|
|
|
|
|
|
||||||||||||||
NGP XI
|
$
|
5,417.4
|
|
|
1.4x
|
|
1.4x
|
|
81
|
%
|
|
X
|
|
|
|
80
|
%
|
|
Feb-15
|
|
13
|
|
Oct-19
|
CRP VII
|
$
|
3,695.5
|
|
|
1.3x
|
|
1.4x
|
|
80
|
%
|
|
X
|
|
|
|
80
|
%
|
|
Jun-14
|
|
16
|
|
Mar-19
|
Energy IV
|
$
|
2,829.0
|
|
|
1.0x
|
|
1.3x
|
|
105
|
%
|
|
(X)
|
|
|
|
80
|
%
|
|
Feb-08
|
|
41
|
|
Dec-13
|
CIEP I
|
$
|
1,932.2
|
|
|
1.4x
|
|
1.4x
|
|
56
|
%
|
|
X
|
|
|
|
80
|
%
|
|
Oct-13
|
|
18
|
|
Sep-19
|
NGP X
|
$
|
1,665.9
|
|
|
1.0x
|
|
1.3x
|
|
91
|
%
|
|
|
|
|
|
80
|
%
|
|
Jan-12
|
|
25
|
|
May-17
|
Renew II
|
$
|
1,605.1
|
|
|
0.8x
|
|
1.5x
|
|
83
|
%
|
|
(X)
|
|
|
|
80
|
%
|
|
Mar-08
|
|
41
|
|
May-14
|
CRP V
|
$
|
1,188.7
|
|
|
2.0x
|
|
1.6x
|
|
114
|
%
|
|
X
|
|
|
|
50
|
%
|
|
Nov-06
|
|
46
|
|
Nov-11
|
CPI
|
$
|
1,080.3
|
|
|
1.1x
|
|
1.1x
|
|
n/a
|
|
|
X
|
|
|
|
50
|
%
|
|
May-16
|
|
8
|
|
Apr-21
|
CRP VI
|
$
|
786.6
|
|
|
1.3x
|
|
1.8x
|
|
95
|
%
|
|
X
|
|
X
|
|
50
|
%
|
|
Mar-11
|
|
29
|
|
Mar-16
|
CPP II
|
$
|
609.4
|
|
|
1.1x
|
|
1.1x
|
|
42
|
%
|
|
|
|
|
|
80
|
%
|
|
Sep-14
|
|
15
|
|
Apr-21
|
CRP IV
|
$
|
549.2
|
|
|
3.5x
|
|
1.5x
|
|
134
|
%
|
|
|
|
|
|
50
|
%
|
|
Jan-05
|
|
53
|
|
Dec-09
|
CRP III
|
$
|
408.9
|
|
|
123.5x
|
|
3.4x
|
|
93
|
%
|
|
X
|
|
X
|
|
50
|
%
|
|
Mar-01
|
|
69
|
|
May-05
|
NGP XII
|
$
|
370.6
|
|
|
1.0x
|
|
1.0x
|
|
13
|
%
|
|
|
|
|
|
80
|
%
|
|
Nov-17
|
|
2
|
|
Oct-19
|
CRP VIII
|
$
|
330.7
|
|
|
1.0x
|
|
1.0x
|
|
6
|
%
|
|
|
|
|
|
80
|
%
|
|
Aug-17
|
|
3
|
|
May-22
|
Energy III
|
$
|
224.3
|
|
|
0.3x
|
|
1.5x
|
|
94
|
%
|
|
(X)
|
|
|
|
80
|
%
|
|
Nov-05
|
|
50
|
|
Oct-11
|
CEREP III
|
€
|
121.1
|
|
|
1.0x
|
|
1.2x
|
|
91
|
%
|
|
|
|
|
|
67
|
%
|
|
Jun-07
|
|
44
|
|
May-11
|
All Other Funds (8)
|
$
|
700.1
|
|
|
0.8x
|
|
1.2x
|
|
|
|
NM
|
|
NM
|
|
|
|
|
|
|
|
|
||
Coinvestment and Other (9)
|
$
|
2,708.5
|
|
|
1.2x
|
|
1.6x
|
|
|
|
NM
|
|
NM
|
|
|
|
|
|
|
|
|
||
Total Real Assets (10)
|
$
|
26,251.5
|
|
|
1.2x
|
|
1.4x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Remaining Fair Value reflects the unrealized carrying value of investments for Corporate Private Equity, Real Assets and Global Credit carry funds and related co-investment vehicles. Significant funds with remaining fair value of greater than $100 million are listed individually.
|
(2)
|
Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by remaining investment cost.
|
(3)
|
Total MOIC represents total fair value (realized proceeds combined with remaining fair value), before management fees, expenses and carried interest, divided by cumulative invested capital. For certain funds, represents the original cost of investments net of investment-level recallable proceeds, which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC.
|
(4)
|
Represents cumulative 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 a net accrued performance revenue balance/(giveback obligation) as of the current quarter end, driven by a significant portion of the fund’s asset base.
|
(6)
|
Fund has generated realized net performance revenues/(realized giveback) in the last twelve months.
|
(7)
|
Represents the date of the first capital contribution for management fees.
|
(8)
|
Aggregate includes the following funds: CRP I, CRP II, CRCP I, CEREP I, CEREP II, CER, CAREP I, CAREP II, CCR, CPOCP, CGIOF, 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,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
|
||||
Fund management fees
|
|
$
|
58.7
|
|
|
$
|
48.1
|
|
Portfolio advisory fees, net
|
|
0.1
|
|
|
0.1
|
|
||
Transaction fees, net
|
|
—
|
|
|
—
|
|
||
Total fund level fee revenues
|
|
58.8
|
|
|
48.2
|
|
||
Performance revenues
|
|
|
|
|
||||
Realized
|
|
1.1
|
|
|
5.6
|
|
||
Unrealized
|
|
2.6
|
|
|
14.5
|
|
||
Total performance revenues
|
|
3.7
|
|
|
20.1
|
|
||
Principal investment income
|
|
|
|
|
||||
Realized
|
|
2.5
|
|
|
2.4
|
|
||
Unrealized
|
|
2.0
|
|
|
4.2
|
|
||
Total principal investment income
|
|
4.5
|
|
|
6.6
|
|
||
Interest income
|
|
3.3
|
|
|
1.6
|
|
||
Other income
|
|
1.6
|
|
|
3.4
|
|
||
Total revenues
|
|
71.9
|
|
|
79.9
|
|
||
Segment Expenses
|
|
|
|
|
||||
Compensation and benefits
|
|
|
|
|
||||
Direct base compensation
|
|
26.6
|
|
|
17.1
|
|
||
Indirect base compensation
|
|
7.4
|
|
|
6.6
|
|
||
Equity-based compensation
|
|
5.9
|
|
|
4.3
|
|
||
Performance revenues related compensation
|
|
|
|
|
||||
Realized
|
|
0.6
|
|
|
2.7
|
|
||
Unrealized
|
|
1.2
|
|
|
6.8
|
|
||
Total compensation and benefits
|
|
41.7
|
|
|
37.5
|
|
||
General, administrative, and other indirect expenses
|
|
15.8
|
|
|
23.2
|
|
||
Depreciation and amortization expense
|
|
1.4
|
|
|
1.2
|
|
||
Interest expense
|
|
5.3
|
|
|
2.6
|
|
||
Total expenses
|
|
64.2
|
|
|
64.5
|
|
||
Economic Income
|
|
$
|
7.7
|
|
|
$
|
15.4
|
|
(-) Net Performance Revenues
|
|
1.9
|
|
|
10.6
|
|
||
(-) Principal Investment Income
|
|
4.5
|
|
|
6.6
|
|
||
(+) Equity-based Compensation
|
|
5.9
|
|
|
4.3
|
|
||
(+) Net Interest
|
|
2.0
|
|
|
1.0
|
|
||
(=) Fee Related Earnings
|
|
$
|
9.2
|
|
|
$
|
3.5
|
|
(+) Realized Net Performance Revenues
|
|
0.5
|
|
|
2.9
|
|
||
(+) Realized Principal Investment Income
|
|
2.5
|
|
|
2.4
|
|
||
(+) Net Interest
|
|
(2.0
|
)
|
|
(1.0
|
)
|
||
(=) Distributable Earnings
|
|
$
|
10.2
|
|
|
$
|
7.8
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Distributable earnings, March 31, 2017
|
$
|
7.8
|
|
Increases (decreases):
|
|
||
Increase in fee related earnings
|
5.7
|
|
|
Decrease in realized net performance revenues
|
(2.4
|
)
|
|
Increase in realized principal investment income
|
0.1
|
|
|
Increase in net interest
|
(1.0
|
)
|
|
Total increase
|
2.4
|
|
|
Distributable earnings, March 31, 2018
|
$
|
10.2
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Fee related earnings, March 31, 2017
|
$
|
3.5
|
|
Increases (decreases):
|
|
||
Increase in fee revenues
|
10.6
|
|
|
Increase in direct and indirect base compensation
|
(10.3
|
)
|
|
Decrease in general, administrative and other indirect expenses
|
7.4
|
|
|
All other changes
|
(2.0
|
)
|
|
Total increase
|
5.7
|
|
|
Fee related earnings, March 31, 2018
|
$
|
9.2
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Economic income, March 31, 2017
|
$
|
15.4
|
|
Increases (decreases):
|
|
||
Decrease in net performance revenues
|
(8.7
|
)
|
|
Decrease in principal investment income
|
(2.1
|
)
|
|
Increase in equity-based compensation
|
(1.6
|
)
|
|
Increase in fee related earnings
|
5.7
|
|
|
Increase in net interest
|
(1.0
|
)
|
|
Total decrease
|
(7.7
|
)
|
|
Economic income, March 31, 2018
|
$
|
7.7
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Carry funds
|
$
|
0.6
|
|
|
$
|
13.5
|
|
Structured credit funds
|
3.1
|
|
|
6.6
|
|
||
Total performance revenues
|
$
|
3.7
|
|
|
$
|
20.1
|
|
|
Three Months Ended
March 31, |
|
|
2018
|
2017
|
Carry funds
|
2%
|
7%
|
|
Three Months Ended
March 31, |
|
|
2018
|
2017
|
|
(Dollars in millions)
|
|
Net Performance Revenues
|
$1.9
|
$10.6
|
|
|
|
Percentage of Total Performance Revenues
|
51%
|
53%
|
|
As of March 31,
|
||||||
|
2018
|
|
2017
|
||||
Global Credit
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM (1)
|
|
|
|
||||
Fee-earning AUM based on capital commitments
|
$
|
5,026
|
|
|
$
|
5,026
|
|
Fee-earning AUM based on invested capital
|
1,627
|
|
|
1,278
|
|
||
Fee-earning AUM based on collateral balances, at par
|
19,049
|
|
|
16,347
|
|
||
Fee-earning AUM based on net asset value
|
80
|
|
|
5
|
|
||
Fee-earning AUM based on other (2)
|
2,048
|
|
|
1,786
|
|
||
Total Fee-earning AUM
|
$
|
27,830
|
|
|
$
|
24,442
|
|
Weighted Average Management Fee Rates (3)
|
|
|
|
||||
All Funds, excluding CLOs
|
1.35
|
%
|
|
1.37
|
%
|
(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.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Global Credit
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
27,262
|
|
|
$
|
24,126
|
|
Inflows, including Fee-paying Commitments (1)
|
201
|
|
|
1,064
|
|
||
Outflows, including Distributions (2)
|
(18
|
)
|
|
(47
|
)
|
||
Changes in CLO collateral balances (3)
|
261
|
|
|
(738
|
)
|
||
Market Appreciation/(Depreciation) (4)
|
(1
|
)
|
|
—
|
|
||
Foreign Exchange and other (5)
|
125
|
|
|
37
|
|
||
Balance, End of Period
|
$
|
27,830
|
|
|
$
|
24,442
|
|
(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 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.
|
(4)
|
Market Appreciation/ (Depreciation) represents changes in the net asset value of our hedge funds.
|
(5)
|
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, 2018
|
||
|
(Dollars in millions)
|
||
Global Credit
|
|
||
Total AUM Rollforward
|
|
||
Balance, Beginning of Period
|
$
|
33,324
|
|
New Commitments (1)
|
850
|
|
|
Outflows (2)
|
(339
|
)
|
|
Market Appreciation/(Depreciation) (3)
|
76
|
|
|
Foreign Exchange Gain/(Loss) (4)
|
171
|
|
|
Other (5)
|
(299
|
)
|
|
Balance, End of Period
|
$
|
33,783
|
|
(1)
|
New Commitments reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing.
|
(2)
|
Outflows includes distributions in our carry funds, related co-investment vehicles and separately managed accounts, as well as runoff of CLO collateral balances.
|
(3)
|
Market Appreciation/(Depreciation) generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related co-investment vehicles and separately managed accounts.
|
(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.
|
(5)
|
Includes expiring available capital, the impact of capital calls for fees and expenses, change in gross asset value for our business development companies and other changes in AUM.
|
|
|
|
|
|
TOTAL INVESTMENTS
|
||||||||||||||||
|
|
|
|
|
As of March 31, 2018
|
|
As of March 31, 2018
|
||||||||||||||
|
Fund
Inception Date(1) |
|
Committed
Capital |
|
Cumulative
Invested Capital(2) |
|
Total Fair
Value(3) |
|
MOIC(4)
|
|
Gross IRR
(5)(10)
|
|
Net IRR (6)(10)
|
||||||||
Global Credit(Carry Funds Only)
|
(Reported in Local Currency, in Millions)
|
|
|
|
|
||||||||||||||||
Fully Invested/Committed Funds (7)
|
|
|
|
|
|
|
|
|
|
||||||||||||
CSP II
|
6/2007
|
|
$
|
1,352.3
|
|
|
$
|
1,352.3
|
|
|
$
|
2,465.3
|
|
|
1.8x
|
|
17
|
%
|
|
11
|
%
|
CSP III
|
8/2011
|
|
$
|
702.8
|
|
|
$
|
702.8
|
|
|
$
|
1,180.3
|
|
|
1.7x
|
|
31
|
%
|
|
20
|
%
|
CEMOF I
|
12/2010
|
|
$
|
1,382.5
|
|
|
$
|
1,600.4
|
|
|
$
|
1,426.8
|
|
|
0.9x
|
|
Neg
|
|
|
Neg
|
|
All Other Funds(8)
|
|
|
|
|
$
|
1,438.5
|
|
|
$
|
1,990.1
|
|
|
1.4x
|
|
12
|
%
|
|
7
|
%
|
||
Coinvestments and Other(9)
|
|
|
|
|
$
|
976.4
|
|
|
$
|
954.0
|
|
|
1.0x
|
|
NM
|
|
|
NM
|
|
||
Total Fully Invested Funds
|
$
|
6,070.4
|
|
|
$
|
8,016.5
|
|
|
1.3x
|
|
12
|
%
|
|
6
|
%
|
||||||
Funds in the Investment Period (7)
|
|
|
|
|
|
|
|
|
|
||||||||||||
CSP IV
|
3/2016
|
|
$
|
2,500.0
|
|
|
$
|
828.3
|
|
|
$
|
951.8
|
|
|
1.1x
|
|
NM
|
|
|
NM
|
|
CEMOF II
|
2/2015
|
|
$
|
2,819.2
|
|
|
$
|
915.1
|
|
|
$
|
987.9
|
|
|
1.1x
|
|
NM
|
|
|
NM
|
|
All Other Funds
|
|
|
|
|
$
|
406.3
|
|
|
$
|
419.1
|
|
|
1.0x
|
|
NM
|
|
|
NM
|
|
||
Total Funds in the Investment Period
|
|
|
|
|
$
|
2,149.7
|
|
|
$
|
2,358.8
|
|
|
1.1x
|
|
NM
|
|
|
NM
|
|
||
TOTAL Global Credit
|
|
|
|
|
$
|
8,220.0
|
|
|
$
|
10,375.3
|
|
|
1.3x
|
|
12
|
%
|
|
6
|
%
|
(1)
|
The data presented herein that provides “inception to date” performance results of our segments relates to the period following the formation of the first fund within each segment. For our Global Credit segment our first carry fund was formed in 2004.
|
(2)
|
Represents the 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)
|
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. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund.
|
(7)
|
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.
|
(8)
|
Aggregate includes the following funds: CMP I, CMP II, CSP I, and CASCOF.
|
(9)
|
Includes coinvestments and certain other stand-alone investments arranged by us.
|
(10)
|
For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end.
|
|
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, 2018
|
|
|
|
|
|
|
|
|
||||||||||||||
Global Credit
|
(Reported in Local Currency, in Millions)
|
|
|
|
|
|
|
|
|
||||||||||||||
CEMOF II
|
$
|
934.0
|
|
|
1.0x
|
|
1.1x
|
|
32
|
%
|
|
|
|
|
|
100
|
%
|
|
Dec-15
|
|
10
|
|
Feb-20
|
CSP IV
|
$
|
812.5
|
|
|
1.1x
|
|
1.1x
|
|
33
|
%
|
|
X
|
|
|
|
100
|
%
|
|
Feb-17
|
|
5
|
|
Dec-20
|
CEMOF I
|
$
|
729.4
|
|
|
0.5x
|
|
0.9x
|
|
116
|
%
|
|
|
|
|
|
100
|
%
|
|
Dec-10
|
|
30
|
|
Dec-15
|
CSP III
|
$
|
341.8
|
|
|
1.1x
|
|
1.7x
|
|
100
|
%
|
|
X
|
|
X
|
|
80
|
%
|
|
Dec-11
|
|
26
|
|
Aug-15
|
All Other Funds (8)
|
$
|
579.4
|
|
|
1.0x
|
|
1.5x
|
|
|
|
NM
|
|
NM
|
|
|
|
|
|
|
|
|
||
Coinvestment and Other (9)
|
$
|
796.1
|
|
|
0.8x
|
|
1.0x
|
|
|
|
NM
|
|
NM
|
|
|
|
|
|
|
|
|
||
Total Global Credit
|
$
|
4,193.3
|
|
|
0.8x
|
|
1.3x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Remaining Fair Value reflects the unrealized carrying value of investments for Corporate Private Equity, Real Assets and Global Credit carry funds and related co-investment vehicles. Significant funds with remaining fair value of greater than $100 million are listed individually.
|
(2)
|
Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by remaining investment cost.
|
(3)
|
Total MOIC represents total fair value (realized proceeds combined with remaining fair value), before management fees, expenses and carried interest, divided by cumulative invested capital. For certain funds, represents the original cost of investments net of investment-level recallable proceeds, which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC.
|
(4)
|
Represents cumulative 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 a net accrued performance revenue balance/(giveback obligation) as of the current quarter end, driven by a significant portion of the fund’s asset base.
|
(6)
|
Fund has generated realized net performance revenues/(realized giveback) in the last twelve months.
|
(7)
|
Represents the date of the first capital contribution for management fees.
|
(8)
|
Aggregate includes the following funds: CSP I, CSP II, CMP I, CMP II, CSC, CCOF, 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,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
40.3
|
|
|
$
|
35.8
|
|
Portfolio advisory fees, net
|
—
|
|
|
—
|
|
||
Transaction fees, net
|
—
|
|
|
—
|
|
||
Total fund level fee revenues
|
40.3
|
|
|
35.8
|
|
||
Performance revenues
|
|
|
|
||||
Realized
|
14.1
|
|
|
12.6
|
|
||
Unrealized
|
36.8
|
|
|
23.2
|
|
||
Total performance revenues
|
50.9
|
|
|
35.8
|
|
||
Principal investment income
|
|
|
|
||||
Realized
|
0.1
|
|
|
0.1
|
|
||
Unrealized
|
1.0
|
|
|
1.1
|
|
||
Total principal investment income
|
1.1
|
|
|
1.2
|
|
||
Interest income
|
0.5
|
|
|
0.1
|
|
||
Other income
|
0.2
|
|
|
0.1
|
|
||
Total revenues
|
93.0
|
|
|
73.0
|
|
||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Direct base compensation
|
19.8
|
|
|
16.1
|
|
||
Indirect base compensation
|
3.4
|
|
|
2.8
|
|
||
Equity-based compensation
|
3.0
|
|
|
2.0
|
|
||
Performance revenues related compensation
|
|
|
|
||||
Realized
|
12.6
|
|
|
12.1
|
|
||
Unrealized
|
27.1
|
|
|
19.0
|
|
||
Total compensation and benefits
|
65.9
|
|
|
52.0
|
|
||
General, administrative, and other indirect expenses
|
8.0
|
|
|
6.8
|
|
||
Depreciation and amortization expense
|
1.1
|
|
|
0.8
|
|
||
Interest expense
|
1.6
|
|
|
1.5
|
|
||
Total expenses
|
76.6
|
|
|
61.1
|
|
||
Economic Income
|
$
|
16.4
|
|
|
$
|
11.9
|
|
(-) Net Performance Revenues
|
11.2
|
|
|
4.7
|
|
||
(-) Principal Investment Income
|
1.1
|
|
|
1.2
|
|
||
(+) Equity-based Compensation
|
3.0
|
|
|
2.0
|
|
||
(+) Net Interest
|
1.1
|
|
|
1.4
|
|
||
(=) Fee Related Earnings
|
$
|
8.2
|
|
|
$
|
9.4
|
|
(+) Realized Net Performance Revenues
|
1.5
|
|
|
0.5
|
|
||
(+) Realized Principal Investment Income
|
0.1
|
|
|
0.1
|
|
||
(+) Net Interest
|
(1.1
|
)
|
|
(1.4
|
)
|
||
(=) Distributable Earnings
|
$
|
8.7
|
|
|
$
|
8.6
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Distributable earnings, March 31, 2017
|
$
|
8.6
|
|
Increases (decreases):
|
|
||
Decrease in fee related earnings
|
(1.2
|
)
|
|
Increase in realized net performance revenues
|
1.0
|
|
|
Decrease in net interest
|
0.3
|
|
|
Total increase
|
0.1
|
|
|
Distributable earnings, March 31, 2018
|
$
|
8.7
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Fee related earnings, March 31, 2017
|
$
|
9.4
|
|
Increases (decreases):
|
|
||
Increase in fee revenues
|
4.5
|
|
|
Increase in direct and indirect base compensation
|
(4.3
|
)
|
|
Increase in general, administrative and other indirect expenses
|
(1.2
|
)
|
|
All other changes
|
(0.2
|
)
|
|
Total decrease
|
(1.2
|
)
|
|
Fee related earnings, March 31, 2018
|
$
|
8.2
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in Millions)
|
||
Economic income, March 31, 2017
|
$
|
11.9
|
|
Increases (decreases):
|
|
||
Increase in net performance revenues
|
6.5
|
|
|
Decrease in principal investment income
|
(0.1
|
)
|
|
Increase in equity-based compensation
|
(1.0
|
)
|
|
Decrease in fee related earnings
|
(1.2
|
)
|
|
Decrease in net interest
|
0.3
|
|
|
Total increase
|
4.5
|
|
|
Economic income, March 31, 2018
|
$
|
16.4
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Private equity fund vehicles
|
$
|
48.2
|
|
|
$
|
35.0
|
|
Real estate fund vehicles
|
2.7
|
|
|
0.8
|
|
||
Total performance revenues
|
$
|
50.9
|
|
|
$
|
35.8
|
|
|
Three Months Ended
March 31, |
|
|
2018
|
2017
|
Carry funds
|
4%
|
3%
|
|
As of March 31,
|
||||||
|
2018
|
|
2017
|
||||
Investment Solutions
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM (1)
|
|
|
|
||||
Fee-earning AUM based on capital commitments
|
$
|
10,543
|
|
|
$
|
7,917
|
|
Fee-earning AUM based on invested capital (2)
|
1,312
|
|
|
1,214
|
|
||
Fee-earning AUM based on net asset value
|
1,002
|
|
|
704
|
|
||
Fee-earning AUM based on lower of cost or fair market value
|
17,657
|
|
|
16,593
|
|
||
Total Fee-earning AUM
|
$
|
30,514
|
|
|
$
|
26,428
|
|
(1)
|
For additional information concerning the components of Fee-earning AUM, see “—Fee-earning Assets under Management.”
|
(2)
|
Includes amounts committed to or reserved for certain AlpInvest and Metropolitan carry funds.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Investment Solutions
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
30,150
|
|
|
$
|
27,054
|
|
Inflows, including Fee-paying Commitments (1)
|
1,126
|
|
|
1,001
|
|
||
Outflows, including Distributions (2)
|
(1,230
|
)
|
|
(1,967
|
)
|
||
Market Appreciation/(Depreciation) (3)
|
(92
|
)
|
|
19
|
|
||
Foreign Exchange and other (4)
|
560
|
|
|
321
|
|
||
Balance, End of Period
|
$
|
30,514
|
|
|
$
|
26,428
|
|
(1)
|
Inflows represent mandates where commitment fee period was activated and capital invested by carry fund vehicles outside the commitment fee period or weighted-average investment period.
|
(2)
|
Outflows represent distributions from carry fund vehicles outside the commitment fee period or weighted-average investment period and changes in fee basis for carry fund vehicles where the commitment fee period or weighted-average investment period has expired.
|
(3)
|
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 carry fund vehicles 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, 2018
|
||
|
(Dollars in millions)
|
||
Investment Solutions
|
|
||
Total AUM Rollforward
|
|
||
Balance, Beginning of Period
|
$
|
46,291
|
|
New Commitments (1)
|
1,666
|
|
|
Outflows (2)
|
(1,726
|
)
|
|
Market Appreciation/(Depreciation) (3)
|
1,284
|
|
|
Foreign Exchange Gain/(Loss) (4)
|
865
|
|
|
Other (5)
|
327
|
|
|
Balance, End of Period
|
$
|
48,707
|
|
(1)
|
New Commitments reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing.
|
(2)
|
Outflows includes distributions in our carry funds, related co-investment vehicles and separately managed accounts.
|
(3)
|
Market Appreciation/(Depreciation) generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and related co-investment vehicles, separately managed accounts, and fund of hedge fund vehicles. The fair market values for our Investment Solutions carry funds are based on the latest available valuations of the underlying limited partnership interests (in most cases as of December 31, 2017) as provided by their general partners, plus the net cash flows since the latest valuation, up to March 31, 2018.
|
(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.
|
(5)
|
Includes expiring available capital, the impact of capital calls for fees and expenses other changes in AUM.
|
|
|
|
|
|
|
TOTAL INVESTMENTS
|
||||||||||||||||
|
|
|
|
|
|
As of March 31, 2018
|
||||||||||||||||
Investment Solutions (1)
|
|
Vintage
Year |
|
Fund Size
|
|
Cumulative
Invested Capital (2)(8) |
|
Total Fair
Value (3)(8) |
|
MOIC (4)
|
|
Gross IRR (6) (10)
|
|
Net IRR (7) (10)
|
||||||||
|
|
(Reported in Local Currency, in Millions)
|
||||||||||||||||||||
AlpInvest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fully Committed Funds (5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Main Fund I - Fund Investments
|
|
2000
|
|
€
|
5,174.6
|
|
|
€
|
4,085.4
|
|
|
€
|
6,720.6
|
|
|
1.6x
|
|
12
|
%
|
|
11
|
%
|
Main Fund II - Fund Investments
|
|
2003
|
|
€
|
4,545.0
|
|
|
€
|
4,657.1
|
|
|
€
|
7,427.0
|
|
|
1.6x
|
|
10
|
%
|
|
9
|
%
|
Main Fund III - Fund Investments
|
|
2005
|
|
€
|
11,500.0
|
|
|
€
|
12,275.2
|
|
|
€
|
19,764.6
|
|
|
1.6x
|
|
10
|
%
|
|
10
|
%
|
Main Fund IV - Fund Investments
|
|
2009
|
|
€
|
4,877.3
|
|
|
€
|
4,912.6
|
|
|
€
|
8,049.3
|
|
|
1.6x
|
|
17
|
%
|
|
16
|
%
|
Main Fund V - Fund Investments
|
|
2012
|
|
€
|
5,080.0
|
|
|
€
|
3,960.2
|
|
|
€
|
5,178.6
|
|
|
1.3x
|
|
14
|
%
|
|
13
|
%
|
Main Fund VI - Fund Investments
|
|
2015
|
|
€
|
1,106.4
|
|
|
€
|
449.1
|
|
|
€
|
482.2
|
|
|
1.1x
|
|
NM
|
|
|
NM
|
|
Main Fund I - Secondary Investments
|
|
2002
|
|
€
|
519.4
|
|
|
€
|
464.4
|
|
|
€
|
871.2
|
|
|
1.9x
|
|
56
|
%
|
|
53
|
%
|
Main Fund II - Secondary Investments
|
|
2003
|
|
€
|
998.4
|
|
|
€
|
967.5
|
|
|
€
|
1,770.2
|
|
|
1.8x
|
|
27
|
%
|
|
26
|
%
|
Main Fund III - Secondary Investments
|
|
2006
|
|
€
|
2,250.0
|
|
|
€
|
2,237.0
|
|
|
€
|
3,405.9
|
|
|
1.5x
|
|
11
|
%
|
|
10
|
%
|
Main Fund IV - Secondary Investments
|
|
2010
|
|
€
|
1,859.1
|
|
|
€
|
1,868.7
|
|
|
€
|
3,196.6
|
|
|
1.7x
|
|
20
|
%
|
|
19
|
%
|
Main Fund V - Secondary Investments
|
|
2011
|
|
€
|
4,272.8
|
|
|
€
|
3,710.9
|
|
|
€
|
6,007.1
|
|
|
1.6x
|
|
24
|
%
|
|
22
|
%
|
Main Fund II - Co-Investments
|
|
2003
|
|
€
|
1,090.0
|
|
|
€
|
883.5
|
|
|
€
|
2,473.6
|
|
|
2.8x
|
|
45
|
%
|
|
42
|
%
|
Main Fund III - Co-Investments
|
|
2006
|
|
€
|
2,760.0
|
|
|
€
|
2,643.9
|
|
|
€
|
3,652.3
|
|
|
1.4x
|
|
5
|
%
|
|
5
|
%
|
Main Fund IV - Co-Investments
|
|
2010
|
|
€
|
1,475.0
|
|
|
€
|
1,286.6
|
|
|
€
|
3,385.4
|
|
|
2.6x
|
|
24
|
%
|
|
22
|
%
|
Main Fund V - Co-Investments
|
|
2012
|
|
€
|
1,122.2
|
|
|
€
|
986.1
|
|
|
€
|
2,318.7
|
|
|
2.4x
|
|
32
|
%
|
|
30
|
%
|
Main Fund VI - Co-Investments
|
|
2014
|
|
€
|
1,114.6
|
|
|
€
|
892.3
|
|
|
€
|
1,422.3
|
|
|
1.6x
|
|
25
|
%
|
|
22
|
%
|
Main Fund II - Mezzanine Investments
|
|
2004
|
|
€
|
700.0
|
|
|
€
|
728.7
|
|
|
€
|
1,005.0
|
|
|
1.4x
|
|
8
|
%
|
|
7
|
%
|
Main Fund III - Mezzanine Investments
|
|
2006
|
|
€
|
2,000.0
|
|
|
€
|
1,874.5
|
|
|
€
|
2,532.5
|
|
|
1.4x
|
|
10
|
%
|
|
9
|
%
|
All Other Funds (9)
|
|
Various
|
|
|
|
€
|
1,938.1
|
|
|
€
|
2,701.1
|
|
|
1.4x
|
|
14
|
%
|
|
11
|
%
|
||
Total Fully Committed Funds
|
|
|
|
|
|
€
|
50,821.8
|
|
|
€
|
82,364.4
|
|
|
1.6x
|
|
13
|
%
|
|
12
|
%
|
||
Funds in the Commitment Period (5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Main Fund VI - Secondary Investments
|
|
2017
|
|
€
|
4,942.0
|
|
|
€
|
856.7
|
|
|
€
|
979.1
|
|
|
1.1x
|
|
NM
|
|
|
NM
|
|
Main Fund VII - Co-Investments
|
|
2017
|
|
€
|
2,442.5
|
|
|
€
|
377.2
|
|
|
€
|
389.4
|
|
|
1.0x
|
|
NM
|
|
|
NM
|
|
All Other Funds (9)
|
|
Various
|
|
|
|
|
€
|
747.0
|
|
|
€
|
975.8
|
|
|
1.3x
|
|
21
|
%
|
|
17
|
%
|
|
Total Funds in the Commitment Period
|
|
|
|
|
|
€
|
1,980.9
|
|
|
€
|
2,344.3
|
|
|
1.2x
|
|
20
|
%
|
|
14
|
%
|
||
TOTAL ALPINVEST
|
|
|
|
|
|
€
|
52,802.7
|
|
|
€
|
84,708.7
|
|
|
1.6x
|
|
13
|
%
|
|
12
|
%
|
||
TOTAL ALPINVEST (USD) (11)
|
|
|
|
|
|
$
|
65,092.1
|
|
|
$
|
104,423.9
|
|
|
1.6x
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Metropolitan Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fully Committed Funds (5)
|
|
Various
|
|
|
|
$
|
2,992.7
|
|
|
$
|
3,899.0
|
|
|
1.3x
|
|
7
|
%
|
|
4
|
%
|
||
Funds in the Commitment Period (5)
|
|
Various
|
|
|
|
$
|
113.1
|
|
|
$
|
136.8
|
|
|
1.2x
|
|
NM
|
|
|
NM
|
|
||
TOTAL METROPOLITAN REAL ESTATE
|
|
|
|
|
|
$
|
3,105.8
|
|
|
$
|
4,035.9
|
|
|
1.3x
|
|
7
|
%
|
|
4
|
%
|
(1)
|
Includes private equity and mezzanine primary fund investments, secondary fund investments and co-investments originated by the AlpInvest team, as well as real estate primary fund investments, secondary fund investments and co-investments originated by the Metropolitan Real Estate team. Excluded from the performance information shown are a) investments that were not originated by AlpInvest, and b) Direct Investments, which was spun off from AlpInvest in 2005 and c) LP co-investment vehicles. As of March 31, 2018, these excluded investments represent $0.2 billion of AUM at AlpInvest.
|
(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 investment contributions, distributions and unrealized value of the underlying investments, before management fees, expenses and carried interest at the AlpInvest/Metropolitan Real Estate level.
|
(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. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund.
|
(8)
|
To exclude the impact of FX, all AlpInvest foreign currency cash flows have been converted to Euro at the reporting period spot rate.
|
(9)
|
Aggregate includes Main Fund VII - Fund Investments, Main Fund VIII - Fund Investments, Main Fund I - Co-Investments, Main Fund I - Mezzanine Investments, Main Fund IV - Mezzanine Investments, Main Fund V - Mezzanine Investments, AlpInvest CleanTech Funds and funds which are not included as part of a main fund.
|
(10)
|
For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end.
|
(11)
|
Represents the U.S. dollar equivalent balance translated at the spot rate as of period end.
|
Formation Date
|
|
Borrowing
Outstanding March 31, 2018 |
|
|
Borrowing
Outstanding December 31, 2017 |
|
|
Maturity Date
(1)
|
|
Interest Rate as of
March 31, 2018 |
|
||||
June 7, 2016
|
|
$
|
20.6
|
|
|
|
$
|
20.6
|
|
|
|
July 15, 2027
|
|
3.52%
|
(4)
|
February 28, 2017
|
|
76.2
|
|
|
|
74.3
|
|
|
|
September 21, 2029
|
|
2.33%
|
(3)
|
||
April 19, 2017
|
|
22.8
|
|
|
|
22.8
|
|
|
|
April 22, 2031
|
|
3.68%
|
(4) (15)
|
||
June 28, 2017
|
|
23.1
|
|
|
|
23.1
|
|
|
|
July 22, 2031
|
|
3.67%
|
(5) (15)
|
||
July 20, 2017
|
|
24.4
|
|
|
|
24.4
|
|
|
|
April 21, 2027
|
|
3.28%
|
(6) (15)
|
||
August 2, 2017
|
|
22.8
|
|
|
|
22.8
|
|
|
|
July 23, 2029
|
|
3.55%
|
(7) (15)
|
||
August 2, 2017
|
|
21.4
|
|
|
|
20.9
|
|
|
|
August 3, 2022
|
|
1.75%
|
(8)
|
||
August 14, 2017
|
|
22.6
|
|
|
|
22.6
|
|
|
|
August 15, 2030
|
|
3.68%
|
(9) (15)
|
||
November 30, 2017
|
|
22.7
|
|
|
|
22.7
|
|
|
|
January 16, 2030
|
|
3.45%
|
(10) (15)
|
||
December 6, 2017
|
|
19.1
|
|
|
|
19.1
|
|
|
|
October 16, 2030
|
|
3.37%
|
(11) (15)
|
||
December 7, 2017
|
|
21.2
|
|
|
|
21.2
|
|
|
|
January 19, 2029
|
|
3.10%
|
(12) (15)
|
||
January 30, 2018
|
|
19.2
|
|
|
|
—
|
|
|
|
January 22, 2030
|
|
3.35%
|
(13) (15)
|
||
March 1, 2018
|
|
15.4
|
|
|
|
—
|
|
|
|
January 15, 2031
|
|
3.27%
|
(14) (15)
|
||
|
|
$
|
331.5
|
|
|
|
$
|
294.5
|
|
|
|
|
|
|
|
(2)
|
Incurs interest at the weighted average rate of the underlying senior notes. Interest income on the underlying collateral approximated the amount of interest expense and was not significant for the
three months ended March 31, 2018
and
2017
.
|
(3)
|
Original borrowing of
€61.8 million
; incurs interest at EURIBOR plus applicable margins as defined in the agreement.
|
(4)
|
Incurs interest at LIBOR plus
1.932%
.
|
(5)
|
Incurs interest at LIBOR plus
1.923%
.
|
(6)
|
Incurs interest at LIBOR plus
1.536%
.
|
(7)
|
Incurs interest at LIBOR plus
1.808%
.
|
(8)
|
Original borrowing of
€17.4 million
; incurs interest at EURIBOR plus
1.75%
and has full recourse to the Partnership.
|
(9)
|
Incurs interest at LIBOR plus
1.848%
.
|
(10)
|
Incurs interest at LIBOR plus
1.7312%
.
|
(11)
|
Incurs interest at LIBOR plus
1.647%
.
|
(12)
|
Incurs interest at LIBOR plus
1.365%
.
|
(13)
|
Incurs interest at LIBOR plus
1.624%
.
|
(14)
|
Incurs interest at LIBOR plus
1.552%
.
|
(15)
|
Term loan issued under master credit agreement.
|
Asset Class
|
Accrued
Performance Allocations
|
|
Accrued
Giveback
Obligation
|
|
Net Accrued
Performance
Revenues
|
||||||
|
(Dollars in millions)
|
||||||||||
Corporate Private Equity
|
$
|
2,209.0
|
|
|
$
|
(6.7
|
)
|
|
$
|
2,202.3
|
|
Real Assets
|
647.9
|
|
|
(58.1
|
)
|
|
589.8
|
|
|||
Global Credit
|
50.5
|
|
|
—
|
|
|
50.5
|
|
|||
Investment Solutions
|
742.7
|
|
|
—
|
|
|
742.7
|
|
|||
Total
|
$
|
3,650.1
|
|
|
$
|
(64.8
|
)
|
|
$
|
3,585.3
|
|
Plus: Accrued performance allocations from NGP
|
|
155.2
|
|
||||||||
Less: Accrued performance allocation-related compensation
|
|
(1,899.6
|
)
|
||||||||
Plus: Receivable for giveback obligations from current and former employees
|
|
5.0
|
|
||||||||
Less: Deferred taxes on accrued performance allocations
|
|
(69.7
|
)
|
||||||||
Less: Net accrued performance allocations attributable to non-controlling interests in consolidated
entities
|
|
11.9
|
|
||||||||
Net accrued performance revenues before timing differences
|
|
1,788.1
|
|
||||||||
Less/Plus: Timing differences between the period when accrued performance allocations are realized
and the period they are collected/distributed
|
|
1.6
|
|
||||||||
Net accrued performance revenues attributable to Carlyle Holdings
|
|
$
|
1,789.7
|
|
Corporate Private Equity:
|
|
||
Buyout
|
$
|
1,142.6
|
|
Growth Capital
|
46.6
|
|
|
Total Corporate Private Equity
|
1,189.2
|
|
|
Real Assets:
|
|
||
Real Estate
|
303.4
|
|
|
Natural Resources
|
198.1
|
|
|
Legacy Energy
|
(16.1
|
)
|
|
Total Real Assets
|
485.4
|
|
|
Global Credit
|
28.5
|
|
|
Investment Solutions
|
86.6
|
|
|
Net accrued performance revenues attributable to Carlyle Holdings
|
$
|
1,789.7
|
|
•
|
provide capital to facilitate the growth of our existing business lines;
|
•
|
provide capital to facilitate our expansion into new, complementary business lines, including acquisitions;
|
•
|
pay operating expenses, including compensation and compliance costs and other obligations as they arise;
|
•
|
fund costs of litigation and contingencies, including related legal costs;
|
•
|
fund the capital investments of Carlyle in our funds;
|
•
|
fund capital expenditures;
|
•
|
repay borrowings and related interest costs and expenses;
|
•
|
pay earnouts and contingent cash consideration associated with our acquisitions and strategic investments;
|
•
|
pay income taxes;
|
•
|
make distributions to our common and preferred unitholders and the holders of the Carlyle Holdings partnership units in accordance with our distribution policy, and;
|
•
|
repurchase our units.
|
Asset Class
|
Unfunded
Commitment
|
||
|
(Dollars in millions)
|
||
Corporate Private Equity
|
$
|
2,368.5
|
|
Real Assets
|
839.3
|
|
|
Global Credit
|
491.3
|
|
|
Investment Solutions
|
149.8
|
|
|
Total
|
$
|
3,848.9
|
|
Investments, excluding accrued performance allocations
|
$
|
1,660.3
|
|
Less: Amounts attributable to non-controlling interests in consolidated entities
|
(359.9
|
)
|
|
Less: Strategic equity method investments in NGP Management
|
(391.8
|
)
|
|
Less: Investment in NGP accrued performance allocations
|
(155.2
|
)
|
|
Investments excluding non-controlling interests and NGP
|
753.4
|
|
|
Plus: investments in Consolidated Funds, eliminated in consolidation
|
241.8
|
|
|
Total investments attributable to Carlyle Holdings, exclusive of NGP Management
|
$
|
995.2
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions)
|
||||||
Statements of Cash Flows Data
|
|
|
|
||||
Net cash (used in) provided by operating activities
|
$
|
(22.6
|
)
|
|
$
|
514.9
|
|
Net cash used in investing activities
|
(4.7
|
)
|
|
(3.7
|
)
|
||
Net cash provided by (used in) financing activities
|
54.8
|
|
|
(331.4
|
)
|
||
Effect of foreign exchange rate changes
|
21.7
|
|
|
10.8
|
|
||
Net change in cash, cash equivalents and restricted cash
|
$
|
49.2
|
|
|
$
|
190.6
|
|
|
April 1, 2018 to
December 31, 2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
|
Total
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Debt obligations (including senior notes)
(a)
|
$
|
16.9
|
|
|
$
|
45.2
|
|
|
$
|
108.8
|
|
|
$
|
1,100.0
|
|
|
$
|
1,270.9
|
|
Interest payable
(b)
|
54.2
|
|
|
142.6
|
|
|
130.9
|
|
|
743.8
|
|
|
1,071.5
|
|
|||||
Contingent cash and other consideration
(c)
|
36.1
|
|
|
13.6
|
|
|
—
|
|
|
—
|
|
|
49.7
|
|
|||||
Operating lease obligations
(d)
|
36.3
|
|
|
96.5
|
|
|
86.0
|
|
|
299.7
|
|
|
518.5
|
|
|||||
Capital commitments to Carlyle funds
(e)
|
3,848.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,848.9
|
|
|||||
Tax receivable agreement payments
(f)
|
—
|
|
|
—
|
|
|
14.4
|
|
|
79.7
|
|
|
94.1
|
|
|||||
Loans payable of Consolidated Funds
(g)
|
68.4
|
|
|
181.8
|
|
|
181.6
|
|
|
5,156.2
|
|
|
5,588.0
|
|
|||||
Unfunded commitments of the CLOs
(h)
|
11.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.9
|
|
|||||
Consolidated contractual obligations
|
4,072.7
|
|
|
479.7
|
|
|
521.7
|
|
|
7,379.4
|
|
|
12,453.5
|
|
|||||
Loans payable of Consolidated Funds
(g)
|
(68.4
|
)
|
|
(181.8
|
)
|
|
(181.6
|
)
|
|
(5,156.2
|
)
|
|
(5,588.0
|
)
|
|||||
Capital commitments to Carlyle funds
(e)
|
(3,377.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,377.1
|
)
|
|||||
Unfunded commitments of the CLOs
(h)
|
(11.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|||||
Carlyle Operating Entities contractual obligations
|
$
|
615.3
|
|
|
$
|
297.9
|
|
|
$
|
340.1
|
|
|
$
|
2,223.2
|
|
|
$
|
3,476.5
|
|
(a)
|
The table above assumes that no prepayments are made on the CLO term loans, promissory notes or senior notes and that the outstanding balance on the revolving credit facility term loan is repaid on the maturity date of the senior credit facility, which is May 5, 2020. See Note 5 to the unaudited condensed consolidated financial statements for the various maturity dates of the CLO term loans, promissory notes and senior notes.
|
(b)
|
The interest rate on the debt obligations as of
March 31, 2018
consist of: 3.875% on $500.0 million of senior notes, 5.625% on $600.0 million of senior notes, approximately
3.13%
on $25.0 million remaining term loan under our senior credit facility, a range of approximately 1.75% to 3.68% for our CLO term loans, approximately
4.81%
on $108.8 million of our NGP promissory note and approximately
3.72%
on $40.4 million of our outstanding settlement promissory notes. Interest payments assume that no prepayments are made and loans are held until maturity.
|
(c)
|
These obligations represent our estimate of amounts to be paid on the contingent cash and other consideration obligations associated with our business acquisitions, payments related to the acquisition of secondary interests in Carlyle funds and other obligations.
|
(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 2018 through 2032. The amounts in this table represent the minimum lease payments required over the term of the lease.
|
(e)
|
These obligations generally represent commitments by us to fund a portion of the purchase price paid for each investment made by our funds. These amounts are generally due on demand and are therefore presented in the less than one year category. A substantial majority of these investments is expected to be funded by senior Carlyle professionals and other professionals through our internal co-investment program. Of the
$3.8 billion
of unfunded commitments, approximately
$3.4 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. Further, the amount and timing of payments is subject to change as we continue to analyze the 2017 Tax Reform Act.
|
(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, 2018
, at spreads to market rates pursuant to the debt agreements, and range from 0.40% to 9.35%.
|
(h)
|
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, 2017
|
|
Units Issued - DRUs
|
|
Units
Forfeited |
|
Units
Exchanged |
|
Units Repurchased / Retired
|
|
Units as of March 31, 2018
|
||||||
The Carlyle Group L.P.
common units |
100,100,650
|
|
|
372,864
|
|
|
—
|
|
|
917,549
|
|
|
—
|
|
|
101,391,063
|
|
Carlyle Holdings
partnership units |
234,813,858
|
|
|
—
|
|
|
—
|
|
|
(917,549
|
)
|
|
—
|
|
|
233,896,309
|
|
Total
|
334,914,508
|
|
|
372,864
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
335,287,372
|
|
Exhibit No.
|
Description
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
10.1 * +
|
|
|
|
10.2 * +
|
|
|
|
10.3*
|
|
|
|
31.1 *
|
|
|
|
31.2 *
|
|
|
|
31.3 *
|
|
|
|
32.1 *
|
|
|
|
32.2 *
|
|
|
|
32.3 *
|
|
|
|
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.
|
+
|
Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.
|
|
|
The Carlyle Group L.P.
|
||
|
|
|
||
|
|
By:
|
|
Carlyle Group Management L.L.C.,
its general partner
|
|
|
|
||
Date: May 1, 2018
|
|
By:
|
|
/s/ Curtis L. Buser
|
|
|
Name:
|
|
Curtis L. Buser
|
|
|
Title:
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and Authorized Officer)
|
Participant:
|
Date of Grant:
|
Number of DRUs:
|
|
THE CARLYLE GROUP L.P.
|
|
|
|
By: Carlyle Group Management L.L.C., its general partner
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
|
|
I.
|
Definitions
. Capitalized terms not otherwise defined in the Plan or the Agreement have the following meanings:
|
a.
|
[Performance Metrics]
|
b.
|
“
Performance Period
” means _______ through _______.
|
e.
|
“
Weighting Multiplier
” means the relative performance weighting associated with each performance metric listed below, as a percentage of the total Target DRU Award.
|
II.
|
Vesting
. Subject to the Participant’s continued Services with the Partnership and its Affiliates through the Vesting Date (other than as may be set forth in the Agreement), on the Vesting Date, a number of DRUs shall vest in an amount equal to the product of (1) the Target DRU Award, (2) the applicable Performance Multiplier and (3) the applicable Weighting Multiplier, each as determined below (with such amount calculated separately for each of the three performance metrics listed below and the resulting sum of such amounts constituting the total Vested DRUs). Any DRUs that do not become vested in accordance with this Exhibit A shall, effective as of the Vesting Date, be forfeited by the Participant without consideration.
|
Performance Level
|
[Performance Metric]
|
Performance Multiplier
|
Weighting Multiplier
|
Below Threshold Level Performance
|
|
0%
|
N/A
|
Threshold Level Performance
|
|
50%
|
|
Target Level Performance
|
|
100%
|
|
Maximum Level Performance
|
|
200%
|
|
(a)
|
all outstanding DRUs (whether or not vested, as allowable under applicable law) shall immediately terminate and be forfeited without consideration and no further Common Units with respect of the Award shall be delivered to the Participant or to the Participant’s legal representative, beneficiaries or heirs; and
|
(b)
|
any Common Units that have previously been delivered to the Participant or the Participant’s legal representative, beneficiaries or heirs pursuant to the Award, which are still held by the Participant or the Participant’s legal representative, or beneficiaries or heirs as of the date of such breach, shall also immediately terminate and be forfeited without consideration.
|
Participant:
|
Date of Grant:
February 6, 2018
|
Number of DRUs: 1,250,000
|
|
a.
|
“
Cause
” shall have the meaning set forth in the Employment Agreement.
|
b.
|
“
Change of Control
” shall have the meaning set forth in the Employment Agreement.
|
c.
|
“
Disability
” shall mean the Participant’s incapacitation as described in Section 5.b.i. of the Employment Agreement.
|
d.
|
“
Employment Agreement
” shall mean the Employment Agreement by and between Participant and Employer dated October 23, 2017.
|
e.
|
“
Exhibit A
” shall mean the respective Exhibit A corresponding to each Tranche, as set forth in Section 4(a) below, which Exhibit shall set forth the performance metrics for each Tranche and shall be delivered to the Participant at the beginning of the corresponding Performance Period, but in no event later than 60 days following the first day of the Performance Period. For the avoidance of doubt, Exhibit A-1 relates specifically to Tranche 1 and subsequent Exhibits A-2, A-3, A-4 and A-5 shall relate to
|
f.
|
“
Good Reason
” shall have the meaning set forth in the Employment Agreement.
|
g.
|
“
Performance Multiplier
” shall mean the relevant multiplier, between 0% and 200%, applied to the Target DRU Award based on actual performance of the relevant performance metrics applicable to each respective Performance Period, as shall be set forth on the relevant Exhibit A.
|
h.
|
“
Performance Period
” shall mean January 1 through December 31 of the year applicable to each Tranche, as set forth below in Section 4(a).
|
i.
|
“
Qualifying Event
” shall mean, during the Participant’s Services with the Partnership and its Affiliates, the Participant’s death or Disability.
|
j.
|
“
Restrictive Covenant Agreement
” shall mean any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.
|
k.
|
“
Special Vesting Event
” shall mean, during Participant’s Services with the Partnerships and its Affiliates, (i) the termination of the Participant’s Services without Cause or by the Participant for Good Reason or (ii) if the term of the Employment Agreement ends on December 31, 2022 and the Participant’s Services have not previously terminated for any reason, the termination of the Participant’s Services for any reason other than due to Cause following such term expiration (provided, in each case, that at the time of the relevant termination the Employer did not have grounds to terminate the Participant’s employment for Cause) (the Special Vesting Event in this clause (ii), the “
Tranche 5 Vesting Event
”).
|
l.
|
“
Target DRU Award
” shall mean for each Tranche set forth in Section 4(a), the target number of DRUs that are eligible to vest pursuant to
Exhibit A
.
|
m.
|
“
Tranche
” shall mean Target numbers of DRUs eligible to vest with respect to each respective Performance Period.
|
n.
|
“
Vested DRUs
” shall mean those DRUs which have become vested (x) determined by multiplying a Target DRU Award by the applicable Performance Multiplier for the corresponding Performance Period pursuant to the relevant
Exhibit A
or (y) otherwise pursuant to the Plan.
|
o.
|
“
Vesting Date
” shall mean, with respect to each Tranche, the day on which the Board of Directors certifies the attainment of the established performance metrics set forth on
Exhibit A
, which shall occur promptly (but no more than eight (8) business days) following certification of the Partnership’s fourth quarter results for the corresponding Performance Period.
|
Tranche
|
Performance Period
|
Target DRU Award
|
Performance Measurement Exhibit
|
Tranche 1
|
January 1, 2018 – December 31, 2018
|
250,000
|
A-1
|
Tranche 2
|
January 1, 2019 – December 31, 2019
|
250,000
|
A-2
|
Tranche 3
|
January 1, 2020 – December 31, 2020
|
250,000
|
A-3
|
Tranche 4
|
January 1, 2021 – December 31, 2021
|
250,000
|
A-4
|
Tranche 5
|
January 1, 2022 – December 31, 2022
|
250,000
|
A-5
|
THE CARLYLE GROUP L.P.
|
|
|
|
By: Carlyle Group Management L.L.C., its general partner
|
|
|
|
By: ___________________________________________
|
|
Name:
|
|
Title:
|
I.
|
Definitions
. Capitalized terms not otherwise defined in the Plan or the Agreement have the following meanings:
|
a.
|
[Performance Metrics]
|
b.
|
“
Performance Period
” means ________ through ________.
|
c.
|
“
Weighting Multiplier
” means the relative performance weighting associated with each performance metric listed below, as a percentage of the total Tranche [__] Target DRU Award.
|
II.
|
Vesting
. Subject to the Participant’s continued Services with the Partnership and its Affiliates through the Vesting Date with respect to the Tranche [__] DRUs (other than as may be set forth in the Agreement), on such Vesting Date, a number of Tranche [__] DRUs shall vest in an amount equal to the product of (1) the Tranche [__] Target DRU Award (i.e., 250,000 Common Units), (2) the applicable Performance Multiplier and (3) the applicable Weighting Multiplier, each as determined below (with such amount calculated separately for each of the three performance metrics listed below and the resulting sum of such amounts constituting the total Vested DRUs in respect of Tranche [__]). Any DRUs that do not become vested in accordance with this Exhibit A-[__] shall, effective as of the Vesting Date, be forfeited by the Participant without consideration.
|
Performance Level
|
[Performance Metric]
|
Performance Multiplier
|
Weighting Multiplier
|
Below Threshold Level Performance
|
|
0%
|
N/A
|
Threshold Level Performance
|
|
50%
|
|
Target Level Performance
|
|
100%
|
|
Maximum Level Performance
|
|
200%
|
|
Dated as of the 12 day of April, 2018
|
between
|
KEWSONG LEE
|
as Lessor,
|
and
|
CARLYLE INVESTMENT MANAGEMENT L.L.C.
|
as Lessee,
|
INSTRUCTIONS FOR COMPLIANCE WITH
|
"TRUTH IN LEASING" REQUIREMENTS UNDER FAR § 91.23
|
1.1
|
The following terms shall have the following meanings for all purposes of this Agreement:
|
2.1
|
Amendment and Restatement.
The Original Lease of the Original Aircraft is hereby amended and restated in its entirety as provided for herein and the Original Aircraft is substituted with Aircraft, and Lessee hereby leases from the Lessor, and Lessor hereby leases to Lessee, the Aircraft, upon and subject to the terms and conditions of this Agreement
|
2.2
|
Delivery
. The Aircraft shall be delivered by Lessor to the Lessee at the Operating Base or at such other location that is mutually agreeable by Lessor and Lessee prior to each use of the Aircraft
in “AS IS”, “WHERE AS” condition subject to each and every disclaimer of warranty and requirements as set forth in Section 4.3
hereof
. Upon each such delivery, the United States standard airworthiness certificate issued for the Aircraft shall be present on board the Aircraft, and said standard airworthiness certificate shall be effective in accordance with FAR 21.181(a)(1). Lessor shall not be liable for delay or failure to furnish the Aircraft pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, terrorism, civil commotion, strikes or labor disputes, weather conditions, or acts of God.
|
2.3
|
Non-Exclusivity.
Lessee and Lessor acknowledge that the Aircraft is leased to Lessee on a non-exclusive basis, and that the Aircraft shall, at other times, be operated by Lessor and may be otherwise subject to lease to others during the Term at Lessor’s sole discretion. During any period during which the Lessor or any other person or entity is utilizing the Aircraft, Lessee’s leasehold rights to possession of the Aircraft under this Agreement shall temporarily abate, but all other provisions of this Agreement shall nevertheless continue in full force and effect.
|
2.4
|
FSDO Notice.
At least 48 hours prior to the first flight to be conducted under this Agreement, Lessee shall complete the FSDO Notice attached hereto as
Schedule B
and deliver the completed FSDO Notice by facsimile to the FAA Flight Standards District Office located nearest to the departure airport of said first flight.
|
3.1
|
Term
. The Term shall commence on the Effective Date, and be effective for a period of one (1) year. At the end of the first one (1) year period or any subsequent one (1) year period, the Term shall automatically be renewed for an additional one (1) year period, unless terminated by either
|
3.2
|
Scheduling
. Lessee's use of the Aircraft during the Term of this Agreement is non-exclusive. The parties agree as follows:
|
(a)
|
Use by Lessor and Other Lessees
. Lessor and Lessee agree that Lessor may lease the Aircraft to one or more other lessees during the Term on a non-exclusive basis, that Lessor has the absolute right to determine the availability of the Aircraft for Lessee and that Lessor's use of the Aircraft shall have priority over the availability of the Aircraft for lease to Lessee or any other party. Lessor agrees that at such times as the Aircraft is not undergoing maintenance or being used by Lessor, Lessee and all other lessees of the Aircraft shall have equal rights to use of the Aircraft and that all use of the Aircraft shall be scheduled on a "first come, first served" basis; provided, however, that Lessee and all other lessees shall cooperate in good faith on all scheduling matters and shall use their respective best efforts to avoid scheduling conflicts involving the Aircraft.
|
(b)
|
Designation of Schedule Keeper
. Lessor shall advise Lessee of the individual or entity that will coordinate the scheduling of the Aircraft.
|
(c)
|
Minimum Usage by Lessee
. Nothing contained herein shall obligate Lessee to any minimum usage of the Aircraft, it being understood and agreed that Lessee’s usage shall be on an “as-needed” basis.
|
3.3
|
Rent
. The Lessee shall pay rent in an amount equal to the Hourly Rent specified in Schedule A attached hereto (which amount may be modified from time to time upon mutual agreement of the parties hereto by executing a supplement in the form attached hereto as Schedule A-1) for each Flight Hour of use of the Aircraft by Lessee. All rent accrued during any calendar month shall be payable in arrears on the Rent Payment Date in the immediately succeeding calendar month without further demand or invoice. All rent shall be paid to the Lessor in immediately available U.S. funds and in form and manner as the Lessor in its sole discretion may instruct Lessee from time to time. In the event the Lease is terminated by either party pursuant to Section 3.1, Lessee shall pay upon demand all outstanding Hourly Rent for each used Flight Hour.
|
3.4
|
Taxes.
Neither rent nor any other payments to be made by Lessee under this Agreement includes the amount of any Taxes which may be assessed or levied by any Taxing Jurisdictions as a result of the lease of the Aircraft to Lessee. Lessee shall remit to Lessor all such Taxes together with each payment of rent pursuant to Section 3.3.
|
4.1
|
Representations and Warranties of Lessee
. Lessee represents and warrants as of the date hereof and during the entire Term hereof as follows:
|
4.2
|
Intentionally Omitted.
|
4.3
|
Disclaimer of Warranties.
THE AIRCRAFT IS BEING LEASED BY THE LESSOR TO THE LESSEE HEREUNDER ON AN "AS IS" BASIS. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES, AND LESSOR HAS NOT MADE AND SHALL NOT BE CONSIDERED OR DEEMED TO HAVE MADE AND LESSEE HEREBY WAIVES, RELEASES, DISCLAIMS AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON ANY WARRANTIES, OBLIGATIONS AND LIABILITIES OF LESSOR, EXPRESS, IMPLIED, ARISING BY LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE WITH RESPECT TO THE DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT. LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO LESSEE OR ANY OTHER PERSON WITH RESPECT TO ANY OF THE FOLLOWING, REGARDLESS OF ANY NEGLIGENCE OR FAULT OF LESSOR: (A) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY COMPONENT OF THE AIRCRAFT OR BY ANY INADEQUACY THEREOF, ANY DEFICIENCY OR DEFECT IN THIS AGREEMENT OR ANY OTHER CIRCUMSTANCES IN CONNECTION WITH THE AIRCRAFT OR THIS AGREEMENT; (B) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY COMPONENT OF THE AIRCRAFT OR ANY RISKS RELATING THERETO; OR (C) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR CONSEQUENTIAL DAMAGES. LESSEE SHALL INDEMNIFY, DEFEND AND HOLD LESSOR HARMLESS FROM AND AGAINST ANY
|
SECTION 5.
|
REGISTRATION, USE, OPERATION, MAINTENANCE AND POSSESSION
|
5.1
|
Title and Registration
. Title to the Aircraft shall remain vested in Owner at all times during the Term to the exclusion of Lessee and that Lessor shall have only such rights as shall be specifically set forth herein. Lessor represents that as of the date of this Agreement the Aircraft is, and throughout the Term the Aircraft shall remain, lawfully registered as a civil aircraft of the United States.
|
5.2
|
Use and Operation
. Except as otherwise expressly provided herein, Lessee shall be solely and exclusively responsible for the use, operation and control of the Aircraft while in its possession during the Term of this Agreement. Lessee shall operate the Aircraft in accordance with the provisions of Part 91 of the FARs and shall not operate the Aircraft in commercial service, as a common carrier, or otherwise on a compensatory or "for hire" basis except to the limited extent permitted under Subpart F of Part 91 of the FARs, if applicable. Lessee agrees not to operate or locate the Airframe or any Engine, or suffer the Airframe or any Engine to be operated or located, in any area excluded from coverage by any insurance policy in effect or required to be maintained hereunder with respect to the Airframe or Engines, or in any war zone. Lessee agrees not to knowingly operate the Airframe or any Engine or knowingly permit the Airframe or any Engine to be operated during the Term except in operations for which Lessee is duly authorized, or to knowingly use or permit the Aircraft to be used for a purpose for which the Aircraft is not designed or reasonably suitable. Lessee will not knowingly use or operate the Aircraft in violation of any Applicable Law, or contrary to any manufacturer's operating manuals or instructions. Lessee shall not knowingly permit the Aircraft to be used for the carriage of any persons or property prohibited by law nor shall it be used during the existence of any known defect except in accordance with the FARs.
|
5.3
|
Operating Costs.
Except as otherwise provided herein, Lessor shall pay certain fixed and variable costs of operating the Aircraft, including, without limitation, all costs of insurance, hangarage at the Operating Base, maintenance and inspections, overhauls, oil, and other lubricants. The foregoing notwithstanding, Lessee shall, at its own expense, (i) pay costs of fuel required for operation of Lessee’s flights, (ii) pay standard catering costs, (iii) locate and retain (either through direct employment or contracting with an independent contractor for flight services) all pilots and other cabin personnel (including mechanic) required for Lessee's operations of the Aircraft (collectively the "Flight Crew"), and (iv) pay all miscellaneous out-of-pocket expenses incurred in connection with Lessee's operation of the Aircraft, including, but not limited to, landing fees, ramp fees, overnight hangar fees, de-icing costs, contaminant recovery costs, special-request catering and commissary costs, in-flight entertainment and telecommunications charges, ground transportation, Flight Crew travel expenses, charts, manuals, and other publications obtained for the specific flight, and any other similar items.
|
5.4
|
Maintenance of Aircraft
. Lessee shall perform, or cause to be performed, all pre- and post-flight inspections in accordance and as required by the FAA-approved inspection program for the Aircraft. Lessee shall notify Lessor, or cause Lessor to be notified, of any maintenance requirement, dangerous condition, malfunction or worn part that may be discovered during any such inspection. Subject to the foregoing, Lessor shall be solely responsible for arranging the performance of all maintenance and inspections of the Aircraft during the Term, shall ensure that the Aircraft is maintained in an airworthy condition during the Term, and shall coordinate the performance of and payment for all repairs and maintenance of the Aircraft.
|
5.5
|
Flight Crew
. All members of the Flight Crew shall be fully competent and experienced, duly licensed, and qualified in accordance with the requirements of Applicable Law and all insurance policies covering the Aircraft. All members of the Flight Crew who are pilots shall be fully trained in accordance with an FAA-approved training program, including initial and recurrent training and, where appropriate, contractor-provided simulator training.
|
5.6
|
Operational Control.
THE PARTIES EXPRESSLY AGREE THAT LESSEE SHALL AT ALL TIMES WHILE THE AIRCRAFT IS IN ITS POSSESSION DURING THE TERM MAINTAIN OPERATIONAL CONTROL OF THE AIRCRAFT, AND THAT THE INTENT OF THE PARTIES IS THAT THIS AGREEMENT CONSTITUTE A "DRY" OPERATING LEASE. Lessee shall exercise exclusive authority over initiating, conducting, or terminating any flight conducted pursuant to this Agreement, and the Flight Crew shall be under the exclusive command and control of Lessee in all phases of such flights.
|
5.7
|
Authority of Pilot in Command.
Notwithstanding that Lessee shall have operational control of the Aircraft during any flight conducted pursuant to this Agreement, Lessor and Lessee expressly agree that the Pilot in Command member of the Flight Crew retained by Lessee pursuant to Section 5.3, in his or her sole discretion, may terminate any flight, refuse to commence any flight, or take any other flight-related action which in the judgment of the Pilot in Command is necessitated by considerations of safety. The Pilot in Command shall have final and complete authority to postpone or cancel any flight for any reason or condition which in his or her judgment would compromise the safety of the flight. No such action of the Pilot in Command shall create or support any liability for loss, injury, damage or delay to Lessor.
|
5.8
|
Right to Inspect
. Lessor and its agents shall have the right to inspect the Aircraft at any reasonable time, upon giving Lessee reasonable notice, to ascertain the condition of the Aircraft and to satisfy Lessor that the Aircraft is being properly repaired and maintained in accordance with the requirements of this Agreement. All required repairs shall be performed as soon as practicable after such inspection.
|
5.9
|
Modification of Aircraft
. Lessee shall not make or permit to be made any modification or alteration, improvement, or addition to the Aircraft without the express written consent of Lessor.
|
5.10
|
Fines, Penalties and Forfeitures
. Lessee shall be solely responsible for any fines, penalties or forfeitures relating in any manner to the operation or use of the Aircraft by Lessee under this Agreement.
|
6.1
|
Return
. Upon completion of each use of the Aircraft by Lessee during the Term, Lessee shall return the Aircraft to the Lessor by delivering the same to the Operating Base, fully equipped with all Engines installed thereon. Upon each such delivery, the Aircraft shall be in as good operating condition as at it was in when Lessor delivered the Aircraft to Lessee, ordinary wear and tear excepted, and the United States standard airworthiness certificate issued for the Aircraft shall be present on board the Aircraft and said standard airworthiness certificate shall be effective in accordance with FAR 21.181(a)(1). Nothing contained in this Section 6.1 may be interpreted to require Lessee to perform any maintenance or other obligation which is the responsibility of the Lessor pursuant to Section 5.4 hereof; provided, however, that Lessee shall be obligated to ensure that Lessor is advised of any maintenance requirement, dangerous condition, malfunction or worn part that may be discovered during each period during the Term commencing with the delivery of the Aircraft to Lessee and terminating when the Aircraft has been redelivered to Lessor in the condition required hereunder.
|
7.1
|
Lessee shall ensure that no Liens are created or placed against the Aircraft by Lessee or third parties as a result of Lessee's or its agents' or representatives' action or inaction. Lessee shall notify Lessor promptly upon learning of any liens not permitted by these terms. Lessee shall, at its own cost and expense, take all such actions as may be necessary to discharge and satisfy in full any such lien promptly after the same becomes known to it.
|
8.1
|
Liability.
Lessor shall maintain, or cause to be maintained, bodily injury and property damage, liability insurance in an amount no less than Three Hundred Million United States Dollars (USD$300,000,000.00) Combined Single Limit for the benefit of itself and Lessee and their respective directors, officers, employees and agents as named insureds in connection with the use of the Aircraft by Lessee as operator. Said policy shall be an occurrence policy and shall also include as additional insured Lessee and its affiliated companies and their officers, directors employees and agents (“Additional Insureds”).
|
8.2
|
Hull.
Lessor shall maintain aircraft hull insurance in the amount of twenty six million United States Dollars (
US$26,000,000)
which the parties agree shall be deemed to be the full replacement value of the Aircraft, and such insurance shall name Lessor and any first lien mortgage holder as loss payees as their interests may appear. Said policy shall contain a waiver of subrogation clause in favor of all Additional Insureds.
|
8.3
|
Insurance Certificates.
Lessor will provide Lessee with a Certificate of Insurance upon execution of this Agreement and thereafter reasonably upon request therefor.
|
8.4
|
Conditions of Insurance.
Each insurance policy required hereunder shall insure the interest of Lessee regardless of any breach or violation by Lessor of any warranties, declarations, or conditions contained in such policies. Each such policy shall be primary without any right of contribution from any insurance maintained by Lessee. The geographic limits, if any, contained in each and every such policy of insurance shall include at the minimum all territories over which Lessee will
|
8.5
|
Insurance Companies.
Each insurance policy required hereunder shall be issued by a company or companies who are qualified to do business in the United States and who (i) will submit to the jurisdiction of any competent state or federal court in the United States with regard to any dispute arising out of the policy of insurance or concerning the parties herein; and (ii) will respond to any claim or judgment against Lessee in any competent state or federal court in the United States or its territories.
|
10.1
|
All communications, declarations, demands, consents, directions, approvals, instructions, requests and notices required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given or made when delivered by hand or on the next Business Day when sent by overnight courier or when transmitted by means of facsimile or e-mail (with request for assurance of receipt in a manner typical with respect to communications of that type and followed promptly with the original thereof and a copy sent simultaneously therewith by first class mail, postage prepaid) in each case at the address set forth below:
|
If to Lessor:
|
Kewsong Lee
|
If to Lessee:
|
Carlyle Investment Management L.L.C.
|
11.1
|
Notification of Event of Loss
. In the event any damage to or destruction of the Aircraft shall occur, while the Aircraft is in the possession of Lessee, or in the event of any whole or partial loss of the Aircraft during such time, including, without limitation, any loss resulting from the theft, condemnation, confiscation or seizure of, or requisition of title to or use of, the Aircraft by private persons or by any governmental or purported governmental authority, Lessee shall immediately:
|
11.2
|
Repair or Termination
. In the event the Aircraft is partially destroyed or damaged, Lessor shall have the option, in its sole discretion, to either (i) fully repair the Aircraft in order that it shall be placed in at least as good condition as it was prior to such partial destruction or damage; or (ii) terminate this Agreement. Within five (5) days after the date of such partial destruction or damage, Lessor shall give written notice to Lessee specifying whether Lessor has elected fully to repair the Aircraft and, if so, the expected date the Aircraft will be fully repaired and available for Lessee’s use in accordance with this Agreement, or to terminate this Agreement, which termination shall be effective immediately upon such written notice from Lessor to Lessee setting forth Lessor's election to so terminate this Agreement.
|
11.3
|
Indemnification.
Lessee hereby releases, and shall defend, indemnify and hold harmless Lessor and its shareholders, members, directors, officers, managers, employees, successors and assigns, from and against, any and all claims, damages, losses, liabilities, demands, suits, judgments, causes of action, civil and criminal legal proceedings, penalties, fines, and other sanctions, and any attorneys' fees and other reasonable costs and expenses, directly or indirectly arising from the use of the Aircraft by Lessee to the extent of available insurance.
|
12.1
|
Entire Agreement.
This Agreement, and all terms, conditions, warranties, and representations herein, are for the sole and exclusive benefit of the signatories hereto. This Agreement constitutes the entire agreement of the parties as of its Effective Date and supersedes all prior or independent, oral or written agreements, understandings, statements, representations, commitments, promises, and warranties made with respect to the subject matter of this Agreement.
|
12.2
|
Other Transactions.
Except as specifically provided in this Agreement, none of the provisions of this Agreement, nor any oral or written statements, representations, commitments, promises, or warranties made with respect to the subject matter of this Agreement shall be construed or relied upon by any party as the basis of, consideration for, or inducement to engage in, any separate agreement, transaction or commitment for any purpose whatsoever.
|
12.3
|
Prohibited and Unenforceable Provisions.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
|
12.4
|
Enforcement.
This Agreement, including all agreements, covenants, representations and warranties, shall be binding upon and inure to the benefit of, and may be enforced by Lessor, Lessee, and each of their agents, servants and personal representatives.
|
12.5
|
Headings.
The section and subsection headings in this Agreement are for convenience of reference only and shall not modify, define, expand, or limit any of the terms or provisions hereof.
|
12.6
|
Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
|
12.7
|
Amendments.
No term or provision of this Agreement may be amended, changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the party against which the enforcement of the change, waiver, discharge, or termination is sought.
|
12.8
|
No Waiver.
No delay or omission in the exercise or enforcement or any right or remedy hereunder by either party shall be construed as a waiver of such right or remedy. All remedies, rights, undertakings, obligations, and agreements contained herein shall be cumulative and not mutually exclusive, and in addition to all other rights and remedies which either party possesses at law or in equity.
|
12.9
|
No Assignments.
Neither party may assign its rights or obligations under this Agreement without the prior written permission of the other.
|
12.10
|
Governing Law.
This Agreement has been negotiated and delivered in the State of New York and shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including all matters of construction, validity and performance, without giving effect to its conflict of laws provisions.
|
12.11
|
Jurisdiction and Venue
. Each party hereby consents to the nonexclusive jurisdiction and venue of the state and federal courts serving the State of New York. Nothing in this Agreement shall, however, prohibit any party from seeking enforcement of this Agreement in any appropriate court and in any jurisdiction where the party against whom enforcement is sought is subject to personal jurisdiction and where venue is proper.
|
13.1
|
THE PURPOSE OF THIS PROVISION IS TO COMPLY WITH 14 CODE OF FEDERAL REGULATIONS PART 91.23 ENTITLED “TRUTH IN LEASING”.
|
RE:
|
FAR Section 91.23 FSDO Notification
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
March 31, 2018
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 1, 2018
|
|
/s/ Glenn A. Youngkin
|
Glenn A. Youngkin
|
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, 2018
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 1, 2018
|
|
/s/ Kewsong Lee
|
Kewsong Lee
|
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, 2018
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 1, 2018
|
|
/s/ Curtis L. Buser
|
Curtis L. Buser
|
Chief Financial Officer
|
Carlyle Group Management L.L.C.
|
(
Principal Financial Officer
)
|
/s/ Glenn A. Youngkin
|
Glenn A. Youngkin
|
Co-Chief Executive Officer
|
Carlyle Group Management L.L.C.
|
*
|
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.
|
/s/ Kewsong Lee
|
Kewsong Lee
|
Co-Chief Executive Officer
|
Carlyle Group Management L.L.C.
|
*
|
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.
|
/s/ Curtis L. Buser
|
Curtis L. Buser
|
Chief Financial Officer
|
Carlyle Group Management L.L.C.
|
*
|
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.
|