|
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
45-2832612
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common units representing limited partner interests
|
CG
|
The Nasdaq Global Select Market
|
5.875% Series A Preferred Units
|
TCGP
|
The Nasdaq Global Select Market
|
|
|
|
Page
|
|
||
|
|
|
Item 1.
|
||
|
|
|
|
Unaudited Condensed Consolidated Financial Statements – March 31, 2019 and 2018:
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
||
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
|
•
|
Corporate Private Equity: Buyout, middle market and growth capital funds advised by Carlyle
|
•
|
Real Assets: Real estate, power, infrastructure and energy funds advised by Carlyle, as well as certain energy funds advised by our strategic partner NGP Energy Capital Management (“NGP”) in which Carlyle is entitled to receive a share of carried interest (“NGP Carry Funds”)
|
•
|
Global Credit: Distressed credit, energy credit, opportunistic credit, corporate mezzanine funds, aircraft financing and servicing, and other closed-end credit funds advised by Carlyle
|
•
|
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
|
(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;
|
(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;
|
(c)
|
the amount of aggregate fee-earning collateral balance at par of our CLOs and other securitization vehicles, as defined in the fund indentures (typically exclusive of equities and defaulted positions) as of the quarterly cut-off date;
|
(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;
|
(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; or
|
(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.
|
(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.
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
723.0
|
|
|
$
|
629.6
|
|
Cash and cash equivalents held at Consolidated Funds
|
213.9
|
|
|
247.5
|
|
||
Restricted cash
|
5.1
|
|
|
8.7
|
|
||
Corporate treasury investments
|
28.4
|
|
|
51.7
|
|
||
Investments, including accrued performance allocations of $3,705.8 million and $3,480.0 million as of March 31, 2019 and December 31, 2018, respectively
|
6,236.5
|
|
|
5,697.5
|
|
||
Investments of Consolidated Funds
|
4,031.0
|
|
|
5,286.6
|
|
||
Due from affiliates and other receivables, net
|
300.9
|
|
|
441.1
|
|
||
Due from affiliates and other receivables of Consolidated Funds, net
|
45.3
|
|
|
135.4
|
|
||
Fixed assets, net
|
99.8
|
|
|
95.1
|
|
||
Lease right-of-use assets, net
|
247.4
|
|
|
—
|
|
||
Deposits and other
|
57.4
|
|
|
49.3
|
|
||
Intangible assets, net
|
74.0
|
|
|
77.3
|
|
||
Deferred tax assets
|
180.1
|
|
|
194.4
|
|
||
Total assets
|
$
|
12,242.8
|
|
|
$
|
12,914.2
|
|
Liabilities and partners’ capital
|
|
|
|
||||
Debt obligations
|
$
|
1,537.2
|
|
|
$
|
1,550.4
|
|
Loans payable of Consolidated Funds
|
3,750.0
|
|
|
4,840.1
|
|
||
Accounts payable, accrued expenses and other liabilities
|
308.3
|
|
|
442.2
|
|
||
Accrued compensation and benefits
|
2,202.9
|
|
|
2,222.3
|
|
||
Due to affiliates
|
180.8
|
|
|
174.0
|
|
||
Deferred revenue
|
307.7
|
|
|
111.3
|
|
||
Deferred tax liabilities
|
64.3
|
|
|
64.3
|
|
||
Other liabilities of Consolidated Funds
|
372.1
|
|
|
610.1
|
|
||
Lease liabilities
|
320.5
|
|
|
—
|
|
||
Accrued giveback obligations
|
63.2
|
|
|
63.2
|
|
||
Total liabilities
|
9,107.0
|
|
|
10,077.9
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Series A preferred units (16,000,000 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively)
|
387.5
|
|
|
387.5
|
|
||
Partners’ capital (common units 110,105,553 and 107,746,443 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively)
|
779.2
|
|
|
673.4
|
|
||
Accumulated other comprehensive loss
|
(81.5
|
)
|
|
(83.3
|
)
|
||
Non-controlling interests in consolidated entities
|
290.0
|
|
|
324.2
|
|
||
Non-controlling interests in Carlyle Holdings
|
1,760.6
|
|
|
1,534.5
|
|
||
Total partners’ capital
|
3,135.8
|
|
|
2,836.3
|
|
||
Total liabilities and partners’ capital
|
$
|
12,242.8
|
|
|
$
|
12,914.2
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
Fund management fees
|
$
|
353.4
|
|
|
$
|
264.5
|
|
Incentive fees
|
8.1
|
|
|
6.3
|
|
||
Investment income (loss)
|
|
|
|
||||
Performance allocations
|
349.1
|
|
|
308.1
|
|
||
Principal investment income
|
301.8
|
|
|
54.1
|
|
||
Total investment income
|
650.9
|
|
|
362.2
|
|
||
Interest and other income
|
22.2
|
|
|
22.5
|
|
||
Interest and other income of Consolidated Funds
|
52.4
|
|
|
47.3
|
|
||
Total revenues
|
1,087.0
|
|
|
702.8
|
|
||
Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Cash-based compensation and benefits
|
210.5
|
|
|
187.3
|
|
||
Equity-based compensation
|
36.0
|
|
|
84.9
|
|
||
Performance allocations and incentive fee related compensation
|
185.4
|
|
|
158.0
|
|
||
Total compensation and benefits
|
431.9
|
|
|
430.2
|
|
||
General, administrative and other expenses
|
112.5
|
|
|
95.0
|
|
||
Interest
|
19.7
|
|
|
17.9
|
|
||
Interest and other expenses of Consolidated Funds
|
38.1
|
|
|
35.9
|
|
||
Other non-operating expenses
|
0.3
|
|
|
0.3
|
|
||
Total expenses
|
602.5
|
|
|
579.3
|
|
||
Other income
|
|
|
|
||||
Net investment gains (losses) of Consolidated Funds
|
(14.2
|
)
|
|
2.0
|
|
||
Income before provision for income taxes
|
470.3
|
|
|
125.5
|
|
||
Provision for income taxes
|
24.0
|
|
|
7.8
|
|
||
Net income
|
446.3
|
|
|
117.7
|
|
||
Net income (loss) attributable to non-controlling interests in consolidated entities
|
(4.5
|
)
|
|
11.0
|
|
||
Net income attributable to Carlyle Holdings
|
450.8
|
|
|
106.7
|
|
||
Net income attributable to non-controlling interests in Carlyle Holdings
|
307.9
|
|
|
67.0
|
|
||
Net income attributable to The Carlyle Group L.P.
|
142.9
|
|
|
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
|
$
|
137.0
|
|
|
$
|
33.8
|
|
Net income attributable to The Carlyle Group L.P. per common unit (see Note 11)
|
|
|
|
||||
Basic
|
$
|
1.25
|
|
|
$
|
0.34
|
|
Diluted
|
$
|
1.18
|
|
|
$
|
0.30
|
|
Weighted-average common units
|
|
|
|
||||
Basic
|
109,210,460
|
|
|
100,732,493
|
|
||
Diluted
|
115,818,538
|
|
|
111,303,988
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
446.3
|
|
|
$
|
117.7
|
|
Other comprehensive income
|
|
|
|
||||
Foreign currency translation adjustments
|
1.9
|
|
|
30.6
|
|
||
Unrealized gains on Fortitude Re available-for-sale securities
|
5.6
|
|
|
—
|
|
||
Defined benefit plans
|
|
|
|
||||
Unrealized gain (loss) for the period
|
1.7
|
|
|
(1.0
|
)
|
||
Less: reclassification adjustment for gain during the period, included in cash-based compensation and benefits expense
|
0.3
|
|
|
0.2
|
|
||
Other comprehensive income
|
9.5
|
|
|
29.8
|
|
||
Comprehensive income
|
455.8
|
|
|
147.5
|
|
||
Comprehensive (income) loss attributable to non-controlling interests in consolidated entities
|
4.2
|
|
|
(22.3
|
)
|
||
Comprehensive income attributable to Carlyle Holdings
|
460.0
|
|
|
125.2
|
|
||
Comprehensive income attributable to non-controlling interests in Carlyle Holdings
|
(314.0
|
)
|
|
(79.8
|
)
|
||
Comprehensive income attributable to The Carlyle Group L.P.
|
$
|
146.0
|
|
|
$
|
45.4
|
|
|
Common
Units |
|
Preferred Equity
|
|
Partners’
Capital |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Non-
controlling Interests in Consolidated Entities |
|
Non-
controlling Interests in Carlyle Holdings |
|
Total
Partners’ Capital |
|||||||||||||
Balance at December 31, 2018
|
107.7
|
|
|
$
|
387.5
|
|
|
$
|
673.4
|
|
|
$
|
(83.3
|
)
|
|
$
|
324.2
|
|
|
$
|
1,534.5
|
|
|
$
|
2,836.3
|
|
Reallocation of ownership interests in Carlyle Holdings
|
—
|
|
|
—
|
|
|
13.3
|
|
|
(1.1
|
)
|
|
—
|
|
|
(12.2
|
)
|
|
—
|
|
||||||
Exchange of Carlyle Holdings units for common units
|
0.2
|
|
|
—
|
|
|
1.4
|
|
|
(0.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
||||||
Units repurchased
|
(0.6
|
)
|
|
—
|
|
|
(10.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
||||||
Deferred tax effects resulting from acquisition of interests in Carlyle Holdings
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
12.0
|
|
|
—
|
|
|
—
|
|
|
25.4
|
|
|
37.4
|
|
||||||
Issuances of common units for equity-based awards
|
2.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
||||||
Distributions
|
—
|
|
|
(5.9
|
)
|
|
(47.4
|
)
|
|
—
|
|
|
(32.2
|
)
|
|
(99.4
|
)
|
|
(184.9
|
)
|
||||||
Net income (loss)
|
—
|
|
|
5.9
|
|
|
137.0
|
|
|
—
|
|
|
(4.5
|
)
|
|
307.9
|
|
|
446.3
|
|
||||||
Cumulative effect adjustment upon adoption of ASU 2016-2
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.7
|
)
|
||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.3
|
|
|
0.9
|
|
|
1.9
|
|
||||||
Unrealized gains on Fortitude Re available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|
3.8
|
|
|
5.6
|
|
||||||
Defined benefit plans, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
1.4
|
|
|
2.0
|
|
||||||
Balance at March 31, 2019
|
110.1
|
|
|
$
|
387.5
|
|
|
$
|
779.2
|
|
|
$
|
(81.5
|
)
|
|
$
|
290.0
|
|
|
$
|
1,760.6
|
|
|
$
|
3,135.8
|
|
|
Common
Units |
|
Preferred Equity
|
|
Partners’
Capital |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Non-
controlling Interests in Consolidated Entities |
|
Non-
controlling Interests in Carlyle Holdings |
|
Total
Partners’ Capital |
|||||||||||||
Balance at December 31, 2017
|
100.1
|
|
|
$
|
387.5
|
|
|
$
|
701.8
|
|
|
$
|
(72.7
|
)
|
|
$
|
404.7
|
|
|
$
|
1,527.7
|
|
|
$
|
2,949.0
|
|
Reallocation of ownership interests in Carlyle Holdings
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||||
Exchange of Carlyle Holdings units for common units
|
0.9
|
|
|
—
|
|
|
6.6
|
|
|
(0.7
|
)
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
||||||
Deferred tax effects resulting from acquisition of interests in Carlyle Holdings
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
22.0
|
|
|
—
|
|
|
—
|
|
|
63.3
|
|
|
85.3
|
|
||||||
Issuances of common units for equity-based awards
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
||||||
Distributions
|
—
|
|
|
(5.9
|
)
|
|
(33.2
|
)
|
|
—
|
|
|
(21.1
|
)
|
|
(77.5
|
)
|
|
(137.7
|
)
|
||||||
Net income
|
—
|
|
|
5.9
|
|
|
33.8
|
|
|
—
|
|
|
11.0
|
|
|
67.0
|
|
|
117.7
|
|
||||||
Cumulative effect adjustment upon adoption of ASU 2016-16
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
(4.1
|
)
|
||||||
Cumulative effect adjustment upon adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.8
|
)
|
||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|
11.3
|
|
|
13.4
|
|
|
30.6
|
|
||||||
Defined benefit plans, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
(0.8
|
)
|
||||||
Balance at March 31, 2018
|
101.4
|
|
|
$
|
387.5
|
|
|
$
|
729.8
|
|
|
$
|
(67.9
|
)
|
|
$
|
409.3
|
|
|
$
|
1,584.3
|
|
|
$
|
3,043.0
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
446.3
|
|
|
$
|
117.7
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
14.8
|
|
|
10.7
|
|
||
Equity-based compensation
|
36.0
|
|
|
84.9
|
|
||
Non-cash performance allocations and incentive fees
|
(167.8
|
)
|
|
(71.9
|
)
|
||
Other non-cash amounts
|
11.1
|
|
|
6.9
|
|
||
Consolidated Funds related:
|
|
|
|
||||
Realized/unrealized (gain) loss on investments of Consolidated Funds
|
(1.1
|
)
|
|
15.4
|
|
||
Realized/unrealized (gain) loss from loans payable of Consolidated Funds
|
15.3
|
|
|
(17.4
|
)
|
||
Purchases of investments by Consolidated Funds
|
(310.4
|
)
|
|
(911.1
|
)
|
||
Proceeds from sale and settlements of investments by Consolidated Funds
|
598.8
|
|
|
529.9
|
|
||
Non-cash interest income, net
|
(0.8
|
)
|
|
(0.9
|
)
|
||
Change in cash and cash equivalents held at Consolidated Funds
|
14.1
|
|
|
311.6
|
|
||
Change in other receivables held at Consolidated Funds
|
88.1
|
|
|
(128.7
|
)
|
||
Change in other liabilities held at Consolidated Funds
|
(225.2
|
)
|
|
(3.9
|
)
|
||
Principal investment income
|
(299.7
|
)
|
|
(53.8
|
)
|
||
Purchases of investments
|
(67.4
|
)
|
|
(100.7
|
)
|
||
Purchase of investment in Fortitude Re
|
(3.9
|
)
|
|
—
|
|
||
Proceeds from the sale of investments
|
138.7
|
|
|
225.2
|
|
||
Payments of contingent consideration
|
—
|
|
|
(37.5
|
)
|
||
Changes in deferred taxes, net
|
14.7
|
|
|
(2.8
|
)
|
||
Change in due from affiliates and other receivables
|
59.9
|
|
|
5.1
|
|
||
Change in deposits and other
|
(8.4
|
)
|
|
(12.1
|
)
|
||
Change in accounts payable, accrued expenses and other liabilities
|
(68.9
|
)
|
|
(38.3
|
)
|
||
Change in accrued compensation and benefits
|
(137.6
|
)
|
|
(82.9
|
)
|
||
Change in due to affiliates
|
(2.2
|
)
|
|
(15.5
|
)
|
||
Change in lease right-of-use assets and lease liabilities
|
(1.1
|
)
|
|
—
|
|
||
Change in deferred revenue
|
197.7
|
|
|
147.5
|
|
||
Net cash provided by (used in) operating activities
|
341.0
|
|
|
(22.6
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of fixed assets, net
|
(7.1
|
)
|
|
(4.7
|
)
|
||
Net cash used in investing activities
|
(7.1
|
)
|
|
(4.7
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Repayment of term loan
|
(25.0
|
)
|
|
—
|
|
||
Payments on debt obligations
|
(6.8
|
)
|
|
(6.8
|
)
|
||
Proceeds from debt obligations, net of financing costs
|
20.5
|
|
|
34.5
|
|
||
Net borrowings (payments) on loans payable of Consolidated Funds
|
(157.1
|
)
|
|
180.6
|
|
||
Distributions to common unitholders
|
(47.4
|
)
|
|
(33.2
|
)
|
||
Distributions to preferred unitholders
|
(5.9
|
)
|
|
(5.9
|
)
|
||
Distributions to non-controlling interest holders in Carlyle Holdings
|
(99.4
|
)
|
|
(77.5
|
)
|
||
Contributions from non-controlling interest holders
|
2.2
|
|
|
3.4
|
|
||
Distributions to non-controlling interest holders
|
(9.8
|
)
|
|
(21.1
|
)
|
||
Common units repurchased
|
(10.4
|
)
|
|
—
|
|
||
Change in due to/from affiliates financing activities
|
87.3
|
|
|
(19.2
|
)
|
||
Net cash (used in) provided by financing activities
|
(251.8
|
)
|
|
54.8
|
|
||
Effect of foreign exchange rate changes
|
7.7
|
|
|
21.7
|
|
||
Increase in cash, cash equivalents and restricted cash
|
89.8
|
|
|
49.2
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
638.3
|
|
|
1,028.8
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
728.1
|
|
|
$
|
1,078.0
|
|
Supplemental non-cash disclosures
|
|
|
|
||||
Net increase (decrease) in partners’ capital and accumulated other comprehensive income related to reallocation of ownership interest in Carlyle Holdings
|
$
|
12.2
|
|
|
$
|
(0.3
|
)
|
Non-cash distributions to non-controlling interest holders
|
$
|
(22.4
|
)
|
|
$
|
—
|
|
Net asset impact of deconsolidation of Consolidated Funds
|
$
|
(13.1
|
)
|
|
$
|
—
|
|
Tax effect from acquisition of Carlyle Holdings partnership units:
|
|
|
|
||||
Deferred tax asset
|
$
|
0.6
|
|
|
$
|
1.9
|
|
Tax receivable agreement liability
|
$
|
0.5
|
|
|
$
|
1.5
|
|
Total partners’ capital
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
|
|
|
||||
Reconciliation of cash, cash equivalents and restricted cash, end of period:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
723.0
|
|
|
$
|
1,068.2
|
|
Restricted cash
|
5.1
|
|
|
9.8
|
|
||
Total cash, cash equivalents and restricted cash, end of period
|
$
|
728.1
|
|
|
$
|
1,078.0
|
|
|
|
|
|
||||
Cash and cash equivalents held at Consolidated Funds
|
$
|
213.9
|
|
|
$
|
355.9
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in millions)
|
||||||
Currency translation adjustments
|
$
|
(80.3
|
)
|
|
$
|
(79.7
|
)
|
Unrealized losses on defined benefit plans
|
(3.0
|
)
|
|
(4.6
|
)
|
||
Fortitude Re available-for-sale securities
|
1.8
|
|
|
1.0
|
|
||
Total
|
$
|
(81.5
|
)
|
|
$
|
(83.3
|
)
|
(Dollars in millions)
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investments of Consolidated Funds:
|
|
|
|
|
|
|
|
||||||||
Bonds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
653.4
|
|
|
$
|
653.4
|
|
Loans
|
—
|
|
|
—
|
|
|
3,377.6
|
|
|
3,377.6
|
|
||||
|
—
|
|
|
—
|
|
|
4,031.0
|
|
|
4,031.0
|
|
||||
Investments in CLOs and other
|
—
|
|
|
—
|
|
|
472.3
|
|
|
472.3
|
|
||||
Corporate treasury investments
|
|
|
|
|
|
|
|
||||||||
Bonds
|
—
|
|
|
10.9
|
|
|
—
|
|
|
10.9
|
|
||||
Commercial paper and other
|
—
|
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
||||
|
—
|
|
|
28.4
|
|
|
—
|
|
|
28.4
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||
Total
|
$
|
—
|
|
|
$
|
30.3
|
|
|
$
|
4,503.3
|
|
|
$
|
4,533.6
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Loans payable of Consolidated Funds
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,750.0
|
|
|
$
|
3,750.0
|
|
Foreign currency forward contracts
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||
Total
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
3,750.0
|
|
|
$
|
3,751.3
|
|
(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:
|
|
|
|
|
|
|
|
||||||||
Bonds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
690.1
|
|
|
$
|
690.1
|
|
Loans
|
—
|
|
|
—
|
|
|
4,596.5
|
|
|
4,596.5
|
|
||||
|
—
|
|
|
—
|
|
|
5,286.6
|
|
|
5,286.6
|
|
||||
Investments in CLOs and other
|
—
|
|
|
—
|
|
|
446.4
|
|
|
446.4
|
|
||||
Corporate treasury investments
|
|
|
|
|
|
|
|
||||||||
Bonds
|
—
|
|
|
29.2
|
|
|
—
|
|
|
29.2
|
|
||||
Commercial paper and other
|
—
|
|
|
22.5
|
|
|
—
|
|
|
22.5
|
|
||||
Total
|
$
|
—
|
|
|
$
|
51.7
|
|
|
$
|
5,733.0
|
|
|
$
|
5,784.7
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Loans payable of Consolidated Funds
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,840.1
|
|
|
$
|
4,840.1
|
|
Foreign currency forward contracts
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||
Total
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
4,840.1
|
|
|
$
|
4,841.5
|
|
(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, 2019
|
||||||||||||||
|
Investments of Consolidated Funds
|
|
|
|
|||||||||||
|
Bonds
|
|
Loans
|
|
Investments in CLOs and other
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
690.1
|
|
|
$
|
4,596.5
|
|
|
$
|
446.4
|
|
|
$
|
5,733.0
|
|
Deconsolidation of funds
(1)
|
—
|
|
|
(883.7
|
)
|
|
1.7
|
|
|
(882.0
|
)
|
||||
Purchases
|
69.5
|
|
|
240.9
|
|
|
29.7
|
|
|
340.1
|
|
||||
Sales and distributions
|
(100.3
|
)
|
|
(368.2
|
)
|
|
(4.0
|
)
|
|
(472.5
|
)
|
||||
Settlements
|
—
|
|
|
(130.3
|
)
|
|
—
|
|
|
(130.3
|
)
|
||||
Realized and unrealized gains (losses), net
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
7.6
|
|
|
(5.8
|
)
|
|
(4.1
|
)
|
|
(2.3
|
)
|
||||
Included in other comprehensive income
|
(13.5
|
)
|
|
(71.8
|
)
|
|
2.6
|
|
|
(82.7
|
)
|
||||
Balance, end of period
|
$
|
653.4
|
|
|
$
|
3,377.6
|
|
|
$
|
472.3
|
|
|
$
|
4,503.3
|
|
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date
|
$
|
6.5
|
|
|
$
|
(16.1
|
)
|
|
$
|
(4.1
|
)
|
|
$
|
(13.7
|
)
|
|
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 Liabilities
|
||||||
|
Loans Payable of Consolidated Funds
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Balance, beginning of period
|
$
|
4,840.1
|
|
|
$
|
4,303.8
|
|
Deconsolidation of funds
|
(870.6
|
)
|
|
—
|
|
||
Borrowings
|
142.4
|
|
|
751.4
|
|
||
Paydowns
|
(299.5
|
)
|
|
(570.8
|
)
|
||
Realized and unrealized (gains) losses, net
|
|
|
|
||||
Included in earnings
|
15.2
|
|
|
(17.5
|
)
|
||
Included in other comprehensive income
|
(77.6
|
)
|
|
87.6
|
|
||
Balance, end of period
|
$
|
3,750.0
|
|
|
$
|
4,554.5
|
|
Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date
|
$
|
2.7
|
|
|
$
|
(24.5
|
)
|
|
Fair Value at
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range
(Weighted Average) |
||
(Dollars in millions)
|
March 31, 2019
|
|
|
|
|||||
Assets
|
|
|
|
|
|
|
|
||
Investments of Consolidated Funds:
|
|
|
|
|
|
|
|
||
Bonds
|
653.4
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
30 - 106 (94)
|
|
Loans
|
3,377.6
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
75 - 101 (98)
|
|
|
4,031.0
|
|
|
|
|
|
|
|
|
Investments in CLOs and other:
|
|
|
|
|
|
|
|
||
Senior secured notes
|
408.7
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Margins (% of Par)
|
|
35 - 1,150 (192)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 3% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
45% - 70% (57%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
84 - 100 (99)
|
||
Subordinated notes and preferred shares
|
63.6
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rates
|
|
9% - 13% (11%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 3% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
45% - 70% (56%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
47 - 97 (72)
|
||
Total
|
$
|
4,503.3
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||
Loans payable of Consolidated Funds:
|
|
|
|
|
|
|
|
||
Senior secured notes
|
$
|
3,601.2
|
|
|
Other
|
|
N/A
|
|
N/A
|
Subordinated notes and preferred shares
|
148.8
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rates
|
|
9% - 13% (11%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 3% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
50% - 70% (60%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
63 - 90 (77)
|
||
Total
|
$
|
3,750.0
|
|
|
|
|
|
|
|
|
Fair Value at
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range
(Weighted Average) |
||
(Dollars in millions)
|
December 31, 2018
|
|
|
|
|||||
Assets
|
|
|
|
|
|
|
|
||
Investments of Consolidated Funds:
|
|
|
|
|
|
|
|
||
Bonds
|
$
|
690.1
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
50 - 104 (94)
|
Loans
|
4,596.5
|
|
|
Consensus Pricing
|
|
Indicative Quotes (% of Par)
|
|
73 - 102 (98)
|
|
|
5,286.6
|
|
|
|
|
|
|
|
|
Investments in CLOs and other
|
|
|
|
|
|
|
|
||
Senior secured notes
|
392.8
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Margins (% of Par)
|
|
70 - 1,100 (182)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 3% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
45% - 73% (57%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
86 - 101 (99)
|
||
Subordinated notes and preferred shares
|
53.6
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rate
|
|
10% - 12% (11%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 3% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
45% - 73% (56%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
45 - 106 (75)
|
||
Total
|
$
|
5,733.0
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||
Loans payable of Consolidated Funds:
|
|
|
|
|
|
|
|
||
Senior secured notes
|
$
|
4,607.2
|
|
|
Other
|
|
N/A
|
|
N/A
|
Subordinated notes and preferred shares
|
232.9
|
|
|
Discounted Cash Flow with Consensus Pricing
|
|
Discount Rates
|
|
10% - 12% (11%)
|
|
|
|
|
|
|
Default Rates
|
|
1% - 3% (2%)
|
||
|
|
|
|
|
Recovery Rates
|
|
45% - 73% (60%)
|
||
|
|
|
|
|
Indicative Quotes (% of Par)
|
|
68 - 94 (81)
|
||
Total
|
$
|
4,840.1
|
|
|
|
|
|
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in millions)
|
||||||
Accrued performance allocations
|
$
|
3,705.8
|
|
|
$
|
3,480.0
|
|
Principal equity method investments, excluding performance allocations
|
2,050.9
|
|
|
1,765.8
|
|
||
Principal investments in CLOs and other
|
479.8
|
|
|
451.7
|
|
||
Total investments
|
$
|
6,236.5
|
|
|
$
|
5,697.5
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
2,068.7
|
|
|
$
|
1,990.2
|
|
Real Assets
|
749.7
|
|
|
654.2
|
|
||
Global Credit
|
128.8
|
|
|
99.3
|
|
||
Investment Solutions
|
758.6
|
|
|
736.3
|
|
||
Total
|
$
|
3,705.8
|
|
|
$
|
3,480.0
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
(5.0
|
)
|
|
$
|
(5.0
|
)
|
Real Assets
|
(58.2
|
)
|
|
(58.2
|
)
|
||
Total
|
$
|
(63.2
|
)
|
|
$
|
(63.2
|
)
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
395.5
|
|
|
$
|
374.7
|
|
Real Assets
|
762.2
|
|
|
770.0
|
|
||
Global Credit
|
812.0
|
|
|
545.0
|
|
||
Investment Solutions
|
81.2
|
|
|
76.1
|
|
||
Total
|
$
|
2,050.9
|
|
|
$
|
1,765.8
|
|
|
Three Months Ended March 31,
|
||
|
2019
|
||
|
(Dollars in millions)
|
||
Revenues
|
$
|
594.0
|
|
Expenses
|
440.0
|
|
|
Operating income
|
154.0
|
|
|
Net realized and unrealized gain (loss)
|
1,489.0
|
|
|
Income tax expense
|
345.0
|
|
|
Net income
|
$
|
1,298.0
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in millions)
|
||||||
Investment in NGP Management
|
$
|
388.5
|
|
|
$
|
394.6
|
|
Investments in NGP general partners - accrued performance allocations
|
155.7
|
|
|
151.0
|
|
||
Principal investments in NGP funds
|
75.7
|
|
|
77.6
|
|
||
Total investments in NGP
|
$
|
619.9
|
|
|
$
|
623.2
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Management fee-related revenues from NGP Management
|
$
|
25.2
|
|
|
$
|
18.9
|
|
Expenses related to the investment in NGP Management
|
(2.5
|
)
|
|
(2.9
|
)
|
||
Amortization of basis differences from the investment in NGP Management
|
(1.4
|
)
|
|
(1.8
|
)
|
||
Net investment income from NGP Management
|
$
|
21.3
|
|
|
$
|
14.2
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Performance allocations
|
|
|
|
||||
Realized
|
$
|
29.8
|
|
|
$
|
220.6
|
|
Unrealized
|
319.3
|
|
|
87.5
|
|
||
|
349.1
|
|
|
308.1
|
|
||
Principal investment income from equity method investments (excluding performance allocations)
|
|
|
|
||||
Realized
|
31.3
|
|
|
27.1
|
|
||
Unrealized
|
271.3
|
|
|
26.0
|
|
||
|
302.6
|
|
|
53.1
|
|
||
Principal investment income (loss) from investments in CLOs and other investments
|
|
|
|
||||
Realized
|
0.9
|
|
|
0.4
|
|
||
Unrealized
|
(1.7
|
)
|
|
0.6
|
|
||
|
(0.8
|
)
|
|
1.0
|
|
||
Total
|
$
|
650.9
|
|
|
$
|
362.2
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
132.8
|
|
|
$
|
257.9
|
|
Real Assets
|
109.4
|
|
|
(3.3
|
)
|
||
Global Credit
|
29.6
|
|
|
2.6
|
|
||
Investment Solutions
|
77.3
|
|
|
50.9
|
|
||
Total
|
$
|
349.1
|
|
|
$
|
308.1
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
8.2
|
|
|
$
|
16.2
|
|
Real Assets
|
33.5
|
|
|
32.7
|
|
||
Global Credit
|
256.9
|
|
|
0.3
|
|
||
Investment Solutions
|
4.0
|
|
|
3.9
|
|
||
Total
|
$
|
302.6
|
|
|
$
|
53.1
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Interest income from investments
|
$
|
51.0
|
|
|
$
|
46.0
|
|
Other income
|
1.4
|
|
|
1.3
|
|
||
Total
|
$
|
52.4
|
|
|
$
|
47.3
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Gains (losses) from investments of Consolidated Funds
|
$
|
1.1
|
|
|
$
|
(15.4
|
)
|
Gains (losses) from liabilities of CLOs
|
(15.3
|
)
|
|
17.4
|
|
||
Total
|
$
|
(14.2
|
)
|
|
$
|
2.0
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Realized losses
|
$
|
(8.0
|
)
|
|
$
|
(2.7
|
)
|
Net change in unrealized gains (losses)
|
9.1
|
|
|
(12.7
|
)
|
||
Total
|
$
|
1.1
|
|
|
$
|
(15.4
|
)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Borrowing
Outstanding |
|
Carrying
Value |
|
Borrowing
Outstanding |
|
Carrying
Value |
||||||||
Senior Credit Facility Term Loan Due 2/11/2024
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25.0
|
|
|
$
|
24.9
|
|
CLO Borrowings
(See below)
|
328.2
|
|
|
328.2
|
|
|
309.9
|
|
|
309.9
|
|
||||
3.875% Senior Notes Due 2/01/2023
|
250.0
|
|
|
249.1
|
|
|
250.0
|
|
|
249.0
|
|
||||
5.625% Senior Notes Due 3/30/2043
|
600.0
|
|
|
600.7
|
|
|
600.0
|
|
|
600.7
|
|
||||
5.650% Senior Notes Due 9/15/2048
|
350.0
|
|
|
345.7
|
|
|
350.0
|
|
|
345.7
|
|
||||
Promissory Notes Due 7/15/2019
|
13.5
|
|
|
13.5
|
|
|
20.2
|
|
|
20.2
|
|
||||
Total debt obligations
|
$
|
1,541.7
|
|
|
$
|
1,537.2
|
|
|
$
|
1,555.1
|
|
|
$
|
1,550.4
|
|
Formation Date
|
|
Borrowing Outstanding
March 31, 2019 |
|
|
Borrowing Outstanding
December 31, 2018 |
|
|
Maturity Date (1)
|
|
Interest Rate as of
March 31, 2019 |
|
||||
February 28, 2017
|
|
$
|
75.4
|
|
|
|
$
|
77.0
|
|
|
|
November 17, 2031
|
|
2.33%
|
(2)
|
April 19, 2017
|
|
22.8
|
|
|
|
22.9
|
|
|
|
April 22, 2031
|
|
4.69%
|
(3) (15)
|
||
June 28, 2017
|
|
22.9
|
|
|
|
23.0
|
|
|
|
July 22, 2031
|
|
4.68%
|
(4) (15)
|
||
July 20, 2017
|
|
24.4
|
|
|
|
24.4
|
|
|
|
April 21, 2027
|
|
4.30%
|
(5) (15)
|
||
August 2, 2017
|
|
22.8
|
|
|
|
22.8
|
|
|
|
July 23, 2029
|
|
4.57%
|
(6) (15)
|
||
August 2, 2017
|
|
19.5
|
|
|
|
19.9
|
|
|
|
August 3, 2022
|
|
1.75%
|
(7)
|
||
August 14, 2017
|
|
22.5
|
|
|
|
22.5
|
|
|
|
August 15, 2030
|
|
4.54%
|
(8) (15)
|
||
November 30, 2017
|
|
22.6
|
|
|
|
22.7
|
|
|
|
January 16, 2030
|
|
4.52%
|
(9) (15)
|
||
December 6, 2017
|
|
19.1
|
|
|
|
19.1
|
|
|
|
October 16, 2030
|
|
4.43%
|
(10) (15)
|
||
December 7, 2017
|
|
20.9
|
|
|
|
21.1
|
|
|
|
January 19, 2029
|
|
4.15%
|
(11) (15)
|
||
January 30, 2018
|
|
19.2
|
|
|
|
19.2
|
|
|
|
January 22, 2030
|
|
4.39%
|
(12) (15)
|
||
March 1, 2018
|
|
15.3
|
|
|
|
15.3
|
|
|
|
January 15, 2031
|
|
4.34%
|
(13) (15)
|
||
March 15, 2019
|
|
20.8
|
|
|
|
—
|
|
|
|
March 15, 2032
|
|
2.56%
|
(14)
|
||
|
|
$
|
328.2
|
|
|
|
$
|
309.9
|
|
|
|
|
|
|
|
(2)
|
Outstanding borrowing of
€67.2 million
; incurs interest at EURIBOR plus applicable margins as defined in the agreement.
|
(3)
|
Incurs interest at LIBOR plus
1.932%
.
|
(4)
|
Incurs interest at LIBOR plus
1.923%
.
|
(5)
|
Incurs interest at LIBOR plus
1.536%
.
|
(6)
|
Incurs interest at LIBOR plus
1.808%
.
|
(7)
|
Original borrowing of
€17.4 million
; incurs interest at EURIBOR plus
1.75%
and has full recourse to the Partnership.
|
(8)
|
Incurs interest at LIBOR plus
1.848%
.
|
(9)
|
Incurs interest at LIBOR plus
1.7312%
.
|
(10)
|
Incurs interest at LIBOR plus
1.647%
.
|
(11)
|
Incurs interest at LIBOR plus
1.365%
.
|
(12)
|
Incurs interest at LIBOR plus
1.624%
.
|
(13)
|
Incurs interest at LIBOR plus
1.552%
.
|
(15)
|
Term loan issued under master credit agreement.
|
|
As of March 31, 2019
|
|||||||||||||
|
Borrowing
Outstanding |
|
Fair Value
|
|
Weighted
Average Interest Rate |
|
|
|
Weighted
Average Remaining Maturity in Years |
|||||
Senior secured notes
|
$
|
3,687.6
|
|
|
$
|
3,601.2
|
|
|
1.57
|
%
|
|
|
|
11.30
|
Subordinated notes, preferred shares and other
|
110.2
|
|
|
148.8
|
|
|
N/A
|
|
|
(1)
|
|
11.27
|
||
Total
|
$
|
3,797.8
|
|
|
$
|
3,750.0
|
|
|
|
|
|
|
|
|
As of December 31, 2018
|
|||||||||||||
|
Borrowing
Outstanding |
|
Fair Value
|
|
Weighted
Average Interest Rate |
|
|
|
Weighted
Average Remaining Maturity in Years |
|||||
Senior secured notes
|
$
|
4,723.4
|
|
|
$
|
4,607.2
|
|
|
1.94
|
%
|
|
|
|
10.70
|
Subordinated notes, preferred shares and other
|
178.5
|
|
|
232.9
|
|
|
N/A
|
|
|
(1)
|
|
9.95
|
||
Total
|
$
|
4,901.9
|
|
|
$
|
4,840.1
|
|
|
|
|
|
|
|
(1)
|
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, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in millions)
|
||||||
Accrued performance allocations and incentive fee-related compensation
|
$
|
1,947.0
|
|
|
$
|
1,843.6
|
|
Accrued bonuses
|
125.2
|
|
|
246.8
|
|
||
Employment-based contingent cash consideration
|
7.6
|
|
|
0.8
|
|
||
Other
|
123.1
|
|
|
131.1
|
|
||
Total
|
$
|
2,202.9
|
|
|
$
|
2,222.3
|
|
|
Unfunded
Commitments |
||
Corporate Private Equity
|
$
|
2,504.6
|
|
Real Assets
|
983.4
|
|
|
Global Credit
|
435.5
|
|
|
Investment Solutions
|
130.8
|
|
|
Total
|
$
|
4,054.3
|
|
|
Three Months Ended
March 31, |
||
|
2019
|
||
Operating lease cost
|
$
|
11.5
|
|
Sublease income
|
(0.3
|
)
|
|
Total operating lease cost
|
$
|
11.2
|
|
|
|
||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
13.3
|
|
|
|
||
Weighted-average remaining lease term
|
9.9 Years
|
|
|
Weighted-average discount rate
|
5.3
|
%
|
Year ending December 31,
|
|
||
2019 (excluding the three months ended March 31, 2019)
|
$
|
47.6
|
|
2020
|
54.8
|
|
|
2021
|
40.5
|
|
|
2022
|
52.3
|
|
|
2023
|
48.6
|
|
|
Thereafter
|
455.6
|
|
|
Total lease payments
|
$
|
699.4
|
|
Less payments for leases that have not yet commenced
|
(281.3
|
)
|
|
Less imputed interest
|
(97.6
|
)
|
|
Total lease liabilities
|
$
|
320.5
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in millions)
|
||||||
Accrued incentive fees
|
$
|
7.3
|
|
|
$
|
7.1
|
|
Unbilled receivable for giveback obligations from current and former employees
|
1.5
|
|
|
1.4
|
|
||
Notes receivable and accrued interest from affiliates
|
21.9
|
|
|
14.4
|
|
||
Management fee, reimbursable expenses and other receivables from unconsolidated funds and affiliates, net
|
270.2
|
|
|
418.2
|
|
||
Total
|
$
|
300.9
|
|
|
$
|
441.1
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in millions)
|
||||||
Due to non-consolidated affiliates
|
$
|
28.1
|
|
|
$
|
27.6
|
|
Amounts owed under the tax receivable agreement
|
102.4
|
|
|
101.9
|
|
||
Other
|
50.3
|
|
|
44.5
|
|
||
Total
|
$
|
180.8
|
|
|
$
|
174.0
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in millions)
|
||||||
Non-Carlyle interests in Consolidated Funds
|
$
|
1.2
|
|
|
$
|
1.2
|
|
Non-Carlyle interests in majority-owned subsidiaries
|
300.6
|
|
|
337.1
|
|
||
Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions
|
(11.8
|
)
|
|
(14.1
|
)
|
||
Non-controlling interests in consolidated entities
|
$
|
290.0
|
|
|
$
|
324.2
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Non-Carlyle interests in Consolidated Funds
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
Non-Carlyle interests in majority-owned subsidiaries
|
(7.2
|
)
|
|
8.4
|
|
||
Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions
|
2.7
|
|
|
3.5
|
|
||
Non-controlling interests in income (loss) of consolidated entities
|
$
|
(4.5
|
)
|
|
$
|
11.0
|
|
|
Three Months Ended
March 31, 2019 |
|
Three Months Ended
March 31, 2018 |
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net income attributable to common units
|
$
|
137,000,000
|
|
|
$
|
137,000,000
|
|
|
$
|
33,800,000
|
|
|
$
|
33,800,000
|
|
Weighted-average common units outstanding
|
109,210,460
|
|
|
115,818,538
|
|
|
100,732,493
|
|
|
111,303,988
|
|
||||
Net income per common unit
|
$
|
1.25
|
|
|
$
|
1.18
|
|
|
$
|
0.34
|
|
|
$
|
0.30
|
|
|
Carlyle Holdings
|
|
The Carlyle Group L.P.
|
||||||||||
Unvested Units
|
Partnership
Units |
|
Weighted-
Average Grant Date Fair Value |
|
Deferred
Restricted Common Units |
|
Weighted-
Average Grant Date Fair Value |
||||||
Balance, December 31, 2018
|
9,387
|
|
|
$
|
28.26
|
|
|
19,123,700
|
|
|
$
|
18.73
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
5,252,331
|
|
|
$
|
15.41
|
|
Vested
|
—
|
|
|
$
|
—
|
|
|
2,744,494
|
|
|
$
|
21.84
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
|
126,415
|
|
|
$
|
16.69
|
|
Balance, March 31, 2019
|
9,387
|
|
|
$
|
28.26
|
|
|
21,505,122
|
|
|
$
|
17.53
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
Corporate
Private Equity |
|
Real
Assets |
|
Global
Credit |
|
Investment Solutions
|
|
Total
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Segment Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund level fee revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund management fees
|
$
|
190.0
|
|
|
$
|
77.4
|
|
|
$
|
74.8
|
|
|
$
|
39.4
|
|
|
$
|
381.6
|
|
Portfolio advisory fees, net and other
|
3.5
|
|
|
0.9
|
|
|
1.1
|
|
|
—
|
|
|
5.5
|
|
|||||
Transaction fees, net
|
0.3
|
|
|
2.4
|
|
|
1.8
|
|
|
—
|
|
|
4.5
|
|
|||||
Total fund level fee revenues
|
193.8
|
|
|
80.7
|
|
|
77.7
|
|
|
39.4
|
|
|
391.6
|
|
|||||
Realized performance revenues
|
23.4
|
|
|
4.9
|
|
|
—
|
|
|
20.9
|
|
|
49.2
|
|
|||||
Realized principal investment income (loss)
|
(2.3
|
)
|
|
1.6
|
|
|
4.6
|
|
|
0.2
|
|
|
4.1
|
|
|||||
Interest income
|
1.2
|
|
|
0.5
|
|
|
3.8
|
|
|
0.5
|
|
|
6.0
|
|
|||||
Total revenues
|
216.1
|
|
|
87.7
|
|
|
86.1
|
|
|
61.0
|
|
|
450.9
|
|
|||||
Segment Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash-based compensation and benefits
|
96.7
|
|
|
35.8
|
|
|
46.6
|
|
|
23.2
|
|
|
202.3
|
|
|||||
Realized performance revenues related compensation
|
10.4
|
|
|
12.0
|
|
|
—
|
|
|
19.8
|
|
|
42.2
|
|
|||||
Total compensation and benefits
|
107.1
|
|
|
47.8
|
|
|
46.6
|
|
|
43.0
|
|
|
244.5
|
|
|||||
General, administrative, and other indirect expenses
|
34.1
|
|
|
16.8
|
|
|
16.5
|
|
|
8.3
|
|
|
75.7
|
|
|||||
Depreciation and amortization expense
|
4.9
|
|
|
1.9
|
|
|
2.1
|
|
|
1.4
|
|
|
10.3
|
|
|||||
Interest expense
|
7.9
|
|
|
3.1
|
|
|
6.7
|
|
|
1.9
|
|
|
19.6
|
|
|||||
Total expenses
|
154.0
|
|
|
69.6
|
|
|
71.9
|
|
|
54.6
|
|
|
350.1
|
|
|||||
Distributable Earnings
|
$
|
62.1
|
|
|
$
|
18.1
|
|
|
$
|
14.2
|
|
|
$
|
6.4
|
|
|
$
|
100.8
|
|
(-) Realized Net Performance Revenues
|
13.0
|
|
|
(7.1
|
)
|
|
—
|
|
|
1.1
|
|
|
7.0
|
|
|||||
(-) Realized Principal Investment Income (Loss)
|
(2.3
|
)
|
|
1.6
|
|
|
4.6
|
|
|
0.2
|
|
|
4.1
|
|
|||||
(+) Net Interest
|
6.7
|
|
|
2.6
|
|
|
2.9
|
|
|
1.4
|
|
|
13.6
|
|
|||||
(=) Fee Related Earnings
|
58.1
|
|
|
26.2
|
|
|
12.5
|
|
|
6.5
|
|
|
103.3
|
|
|||||
Segment assets as of March 31, 2019
|
$
|
3,202.9
|
|
|
$
|
1,824.6
|
|
|
$
|
2,005.6
|
|
|
$
|
1,088.3
|
|
|
$
|
8,121.4
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
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 and other
|
6.3
|
|
|
1.5
|
|
|
1.7
|
|
|
0.2
|
|
|
9.7
|
|
|||||
Transaction fees, net
|
0.3
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|||||
Total fund level fee revenues
|
120.7
|
|
|
78.6
|
|
|
60.4
|
|
|
40.5
|
|
|
300.2
|
|
|||||
Realized performance revenues
|
188.0
|
|
|
7.8
|
|
|
1.1
|
|
|
14.1
|
|
|
211.0
|
|
|||||
Realized principal investment income
|
7.9
|
|
|
8.2
|
|
|
2.5
|
|
|
0.1
|
|
|
18.7
|
|
|||||
Interest income
|
2.0
|
|
|
0.9
|
|
|
3.3
|
|
|
0.5
|
|
|
6.7
|
|
|||||
Total revenues
|
318.6
|
|
|
95.5
|
|
|
67.3
|
|
|
55.2
|
|
|
536.6
|
|
|||||
Segment Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash-based compensation and benefits
|
97.2
|
|
|
34.7
|
|
|
34.0
|
|
|
23.2
|
|
|
189.1
|
|
|||||
Realized performance revenues related compensation
|
90.7
|
|
|
4.0
|
|
|
0.6
|
|
|
12.6
|
|
|
107.9
|
|
|||||
Total compensation and benefits
|
187.9
|
|
|
38.7
|
|
|
34.6
|
|
|
35.8
|
|
|
297.0
|
|
|||||
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
|
231.8
|
|
|
62.3
|
|
|
57.1
|
|
|
46.5
|
|
|
397.7
|
|
|||||
Distributable Earnings
|
$
|
86.8
|
|
|
$
|
33.2
|
|
|
$
|
10.2
|
|
|
$
|
8.7
|
|
|
$
|
138.9
|
|
(-) 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
|
|
|||||
(=) Fee Related Earnings
|
$
|
(13.4
|
)
|
|
$
|
24.2
|
|
|
$
|
9.2
|
|
|
$
|
8.2
|
|
|
$
|
28.2
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||
|
Total Reportable Segments
|
|
Consolidated Funds
|
|
Reconciling Items
|
|
|
|
Carlyle Consolidated
|
||||||||
|
|
|
|
|
|||||||||||||
|
(Dollars in millions)
|
||||||||||||||||
Revenues
|
$
|
450.9
|
|
|
$
|
52.4
|
|
|
$
|
583.7
|
|
|
(a)
|
|
$
|
1,087.0
|
|
Expenses
|
$
|
350.1
|
|
|
$
|
43.7
|
|
|
$
|
208.7
|
|
|
(b)
|
|
$
|
602.5
|
|
Other income
|
$
|
—
|
|
|
$
|
(14.2
|
)
|
|
$
|
—
|
|
|
(c)
|
|
$
|
(14.2
|
)
|
Distributable earnings
|
$
|
100.8
|
|
|
$
|
(5.5
|
)
|
|
$
|
375.0
|
|
|
(d)
|
|
$
|
470.3
|
|
Total assets
|
$
|
8,121.4
|
|
|
$
|
4,290.2
|
|
|
$
|
(168.8
|
)
|
|
(e)
|
|
$
|
12,242.8
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||
|
Total Reportable Segments
|
|
Consolidated Funds
|
|
Reconciling Items
|
|
|
|
Carlyle Consolidated
|
||||||||
|
|
|
|
|
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||
Revenues
|
$
|
536.6
|
|
|
$
|
47.3
|
|
|
$
|
118.9
|
|
|
(a)
|
|
$
|
702.8
|
|
Expenses
|
$
|
397.7
|
|
|
$
|
44.3
|
|
|
$
|
137.3
|
|
|
(b)
|
|
$
|
579.3
|
|
Other income
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
(c)
|
|
$
|
2.0
|
|
Distributable earnings
|
$
|
138.9
|
|
|
$
|
5.0
|
|
|
$
|
(18.4
|
)
|
|
(d)
|
|
$
|
125.5
|
|
(a)
|
The Revenues adjustment principally represents unrealized performance revenues, unrealized principal investment income, 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 costs incurred on behalf of Carlyle funds on a net basis, and the inclusion of tax expenses associated with certain performance revenues, as detailed below (Dollars in millions):
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Unrealized performance revenues
|
$
|
301.8
|
|
|
$
|
106.4
|
|
Unrealized principal investment income
|
238.6
|
|
|
10.9
|
|
||
Adjusted unrealized principal investment income from investment in Fortitude Re
|
27.0
|
|
|
—
|
|
||
Adjustments related to expenses associated with investments in NGP Management and its affiliates
|
(4.0
|
)
|
|
(4.7
|
)
|
||
Tax expense associated with performance revenues
|
—
|
|
|
0.5
|
|
||
Non-Carlyle economic interests in acquired businesses and other adjustments to present certain costs on a net basis
|
20.4
|
|
|
20.2
|
|
||
Elimination of expenses of Consolidated Funds
|
(0.1
|
)
|
|
(14.4
|
)
|
||
|
$
|
583.7
|
|
|
$
|
118.9
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Total Reportable Segments - Fund level fee revenues
|
$
|
391.6
|
|
|
$
|
300.2
|
|
Adjustments
(1)
|
(38.2
|
)
|
|
(35.7
|
)
|
||
Carlyle Consolidated - Fund management fees
|
$
|
353.4
|
|
|
$
|
264.5
|
|
(b)
|
The Expenses adjustment represents the elimination of intercompany expenses of the Consolidated Funds payable to the Partnership, the inclusion of equity-based compensation, certain tax expenses associated with realized performance revenues related compensation, and unrealized performance revenues related compensation, adjustments related to expenses associated with the investment in NGP Management that are included in operating captions, adjustments to reflect the reimbursement of certain costs incurred on behalf of Carlyle funds on a net basis, changes in the tax
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Unrealized performance revenues related compensation
|
$
|
146.0
|
|
|
$
|
49.5
|
|
Equity-based compensation
|
39.4
|
|
|
87.8
|
|
||
Acquisition related charges and amortization of intangibles and impairment
|
12.0
|
|
|
4.6
|
|
||
Other non-operating expense
|
0.3
|
|
|
0.3
|
|
||
Tax expense associated with performance revenues related compensation
|
(6.1
|
)
|
|
(1.6
|
)
|
||
Non-Carlyle economic interests in acquired businesses and other adjustments to present certain costs on a net basis
|
20.9
|
|
|
3.5
|
|
||
Debt extinguishment costs
|
0.1
|
|
|
—
|
|
||
Severance and other adjustments
|
1.7
|
|
|
1.6
|
|
||
Elimination of expenses of Consolidated Funds
|
(5.6
|
)
|
|
(8.4
|
)
|
||
|
$
|
208.7
|
|
|
$
|
137.3
|
|
(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 Distributable Earnings and to Fee Related Earnings (Dollars in millions):
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Income before provision for income taxes
|
$
|
470.3
|
|
|
$
|
125.5
|
|
Adjustments:
|
|
|
|
||||
Net unrealized performance revenues
|
(155.8
|
)
|
|
(56.9
|
)
|
||
Unrealized principal investment income
|
(238.6
|
)
|
|
(10.9
|
)
|
||
Adjusted unrealized principal investment income from investment in Fortitude Re
|
(27.0
|
)
|
|
—
|
|
||
Equity-based compensation
|
39.4
|
|
|
87.8
|
|
||
Acquisition related charges, including amortization of intangibles and impairment
|
12.0
|
|
|
4.6
|
|
||
Other non-operating expense
|
0.3
|
|
|
0.3
|
|
||
Tax expense associated with performance revenues
|
(6.1
|
)
|
|
(2.1
|
)
|
||
Net (income) loss attributable to non-controlling interests in consolidated entities
|
4.5
|
|
|
(11.0
|
)
|
||
Debt extinguishment costs
|
0.1
|
|
|
—
|
|
||
Severance and other adjustments
|
1.7
|
|
|
1.6
|
|
||
Distributable Earnings
|
$
|
100.8
|
|
|
$
|
138.9
|
|
Realized performance revenues, net of related compensation
(1)
|
7.0
|
|
|
103.1
|
|
||
Realized principal investment income
(1)
|
4.1
|
|
|
18.7
|
|
||
Net interest
|
13.6
|
|
|
11.1
|
|
||
Fee Related Earnings
|
103.3
|
|
|
28.2
|
|
|
Three Months Ended March 31, 2019
|
||||||||||
|
Carlyle
Consolidated |
|
Adjustments
(2)
|
|
Total
Reportable Segments |
||||||
|
(Dollars in millions)
|
||||||||||
Performance revenues
|
$
|
349.1
|
|
|
$
|
(299.9
|
)
|
|
$
|
49.2
|
|
Performance revenues related compensation expense
|
185.4
|
|
|
(143.2
|
)
|
|
42.2
|
|
|||
Net performance revenues
|
$
|
163.7
|
|
|
$
|
(156.7
|
)
|
|
$
|
7.0
|
|
|
|
|
|
|
|
||||||
Principal investment income (loss)
|
$
|
301.8
|
|
|
$
|
(297.7
|
)
|
|
$
|
4.1
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
Carlyle
Consolidated |
|
Adjustments
(2)
|
|
Total
Reportable Segments |
||||||
|
(Dollars in millions)
|
||||||||||
Performance revenues
|
$
|
308.1
|
|
|
$
|
(97.1
|
)
|
|
$
|
211.0
|
|
Performance revenues related compensation expense
|
158.0
|
|
|
(50.1
|
)
|
|
107.9
|
|
|||
Net performance revenues
|
$
|
150.1
|
|
|
$
|
(47.0
|
)
|
|
$
|
103.1
|
|
|
|
|
|
|
|
||||||
Principal investment income (loss)
|
$
|
54.1
|
|
|
$
|
(35.4
|
)
|
|
$
|
18.7
|
|
|
As of March 31, 2019
|
||||||||||||||
|
Consolidated
Operating Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
723.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
723.0
|
|
Cash and cash equivalents held at Consolidated Funds
|
—
|
|
|
213.9
|
|
|
—
|
|
|
213.9
|
|
||||
Restricted cash
|
5.1
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
||||
Corporate treasury investments
|
28.4
|
|
|
—
|
|
|
—
|
|
|
28.4
|
|
||||
Investments, including performance allocations of $3,705.8 million
|
6,400.6
|
|
|
—
|
|
|
(164.1
|
)
|
|
6,236.5
|
|
||||
Investments of Consolidated Funds
|
—
|
|
|
4,031.0
|
|
|
—
|
|
|
4,031.0
|
|
||||
Due from affiliates and other receivables, net
|
305.6
|
|
|
—
|
|
|
(4.7
|
)
|
|
300.9
|
|
||||
Due from affiliates and other receivables of Consolidated Funds, net
|
—
|
|
|
45.3
|
|
|
—
|
|
|
45.3
|
|
||||
Fixed assets, net
|
99.8
|
|
|
—
|
|
|
—
|
|
|
99.8
|
|
||||
Lease right-of-use assets, net
|
247.4
|
|
|
—
|
|
|
—
|
|
|
247.4
|
|
||||
Deposits and other
|
57.4
|
|
|
—
|
|
|
—
|
|
|
57.4
|
|
||||
Intangible assets, net
|
74.0
|
|
|
—
|
|
|
—
|
|
|
74.0
|
|
||||
Deferred tax assets
|
180.1
|
|
|
—
|
|
|
—
|
|
|
180.1
|
|
||||
Total assets
|
$
|
8,121.4
|
|
|
$
|
4,290.2
|
|
|
$
|
(168.8
|
)
|
|
$
|
12,242.8
|
|
Liabilities and partners’ capital
|
|
|
|
|
|
|
|
||||||||
Debt obligations
|
$
|
1,537.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,537.2
|
|
Loans payable of Consolidated Funds
|
—
|
|
|
3,750.0
|
|
|
—
|
|
|
3,750.0
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
308.3
|
|
|
—
|
|
|
—
|
|
|
308.3
|
|
||||
Accrued compensation and benefits
|
2,202.9
|
|
|
—
|
|
|
—
|
|
|
2,202.9
|
|
||||
Due to affiliates
|
180.8
|
|
|
—
|
|
|
—
|
|
|
180.8
|
|
||||
Deferred revenue
|
307.7
|
|
|
—
|
|
|
—
|
|
|
307.7
|
|
||||
Deferred tax liabilities
|
64.3
|
|
|
—
|
|
|
—
|
|
|
64.3
|
|
||||
Other liabilities of Consolidated Funds
|
—
|
|
|
372.1
|
|
|
—
|
|
|
372.1
|
|
||||
Lease liabilities
|
320.5
|
|
|
—
|
|
|
—
|
|
|
320.5
|
|
||||
Accrued giveback obligations
|
63.2
|
|
|
—
|
|
|
—
|
|
|
63.2
|
|
||||
Total liabilities
|
4,984.9
|
|
|
4,122.1
|
|
|
—
|
|
|
9,107.0
|
|
||||
Series A preferred units
|
387.5
|
|
|
—
|
|
|
—
|
|
|
387.5
|
|
||||
Partners’ capital
|
779.2
|
|
|
53.9
|
|
|
(53.9
|
)
|
|
779.2
|
|
||||
Accumulated other comprehensive loss
|
(80.9
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
(81.5
|
)
|
||||
Non-controlling interests in consolidated entities
|
288.8
|
|
|
1.2
|
|
|
—
|
|
|
290.0
|
|
||||
Non-controlling interests in Carlyle Holdings
|
1,761.9
|
|
|
113.0
|
|
|
(114.3
|
)
|
|
1,760.6
|
|
||||
Total partners’ capital
|
3,136.5
|
|
|
168.1
|
|
|
(168.8
|
)
|
|
3,135.8
|
|
||||
Total liabilities and partners’ capital
|
$
|
8,121.4
|
|
|
$
|
4,290.2
|
|
|
$
|
(168.8
|
)
|
|
$
|
12,242.8
|
|
|
As of December 31, 2018
|
||||||||||||||
|
Consolidated
Operating Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
629.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
629.6
|
|
Cash and cash equivalents held at Consolidated Funds
|
—
|
|
|
247.5
|
|
|
—
|
|
|
247.5
|
|
||||
Restricted cash
|
8.7
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
||||
Corporate treasury investments
|
51.7
|
|
|
—
|
|
|
—
|
|
|
51.7
|
|
||||
Investments, including performance allocations of $3,480.0 million
|
5,917.8
|
|
|
—
|
|
|
(220.3
|
)
|
|
5,697.5
|
|
||||
Investments of Consolidated Funds
|
—
|
|
|
5,286.6
|
|
|
—
|
|
|
5,286.6
|
|
||||
Due from affiliates and other receivables, net
|
446.8
|
|
|
—
|
|
|
(5.7
|
)
|
|
441.1
|
|
||||
Due from affiliates and other receivables of Consolidated Funds, net
|
—
|
|
|
135.4
|
|
|
—
|
|
|
135.4
|
|
||||
Fixed assets, net
|
95.1
|
|
|
—
|
|
|
—
|
|
|
95.1
|
|
||||
Deposits and other
|
49.3
|
|
|
—
|
|
|
—
|
|
|
49.3
|
|
||||
Intangible assets, net
|
77.3
|
|
|
—
|
|
|
—
|
|
|
77.3
|
|
||||
Deferred tax assets
|
194.4
|
|
|
—
|
|
|
—
|
|
|
194.4
|
|
||||
Total assets
|
$
|
7,470.7
|
|
|
$
|
5,669.5
|
|
|
$
|
(226.0
|
)
|
|
$
|
12,914.2
|
|
Liabilities and partners’ capital
|
|
|
|
|
|
|
|
||||||||
Loans payable
|
$
|
1,550.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,550.4
|
|
Loans payable of Consolidated Funds
|
—
|
|
|
4,840.1
|
|
|
—
|
|
|
4,840.1
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
442.2
|
|
|
—
|
|
|
—
|
|
|
442.2
|
|
||||
Accrued compensation and benefits
|
2,222.3
|
|
|
—
|
|
|
—
|
|
|
2,222.3
|
|
||||
Due to affiliates
|
174.0
|
|
|
—
|
|
|
—
|
|
|
174.0
|
|
||||
Deferred revenue
|
111.3
|
|
|
—
|
|
|
—
|
|
|
111.3
|
|
||||
Deferred tax liabilities
|
64.3
|
|
|
—
|
|
|
—
|
|
|
64.3
|
|
||||
Other liabilities of Consolidated Funds
|
—
|
|
|
610.1
|
|
|
—
|
|
|
610.1
|
|
||||
Accrued giveback obligations
|
63.2
|
|
|
—
|
|
|
—
|
|
|
63.2
|
|
||||
Total liabilities
|
4,627.7
|
|
|
5,450.2
|
|
|
—
|
|
|
10,077.9
|
|
||||
Series A preferred units
|
387.5
|
|
|
—
|
|
|
—
|
|
|
387.5
|
|
||||
Partners’ capital
|
673.4
|
|
|
68.2
|
|
|
(68.2
|
)
|
|
673.4
|
|
||||
Accumulated other comprehensive income (loss)
|
(80.7
|
)
|
|
1.1
|
|
|
(3.7
|
)
|
|
(83.3
|
)
|
||||
Non-controlling interests in consolidated entities
|
323.0
|
|
|
1.2
|
|
|
—
|
|
|
324.2
|
|
||||
Non-controlling interests in Carlyle Holdings
|
1,539.8
|
|
|
148.8
|
|
|
(154.1
|
)
|
|
1,534.5
|
|
||||
Total partners’ capital
|
2,843.0
|
|
|
219.3
|
|
|
(226.0
|
)
|
|
2,836.3
|
|
||||
Total liabilities and partners’ capital
|
$
|
7,470.7
|
|
|
$
|
5,669.5
|
|
|
$
|
(226.0
|
)
|
|
$
|
12,914.2
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
Consolidated
Operating Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Fund management fees
|
$
|
358.7
|
|
|
$
|
—
|
|
|
$
|
(5.3
|
)
|
|
$
|
353.4
|
|
Incentive fees
|
8.1
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
||||
Investment income (loss)
|
|
|
|
|
|
|
|
||||||||
Performance allocations
|
349.1
|
|
|
—
|
|
|
—
|
|
|
349.1
|
|
||||
Principal investment income
|
289.6
|
|
|
—
|
|
|
12.2
|
|
|
301.8
|
|
||||
Total investment income
|
638.7
|
|
|
—
|
|
|
12.2
|
|
|
650.9
|
|
||||
Interest and other income
|
29.2
|
|
|
—
|
|
|
(7.0
|
)
|
|
22.2
|
|
||||
Interest and other income of Consolidated Funds
|
—
|
|
|
52.4
|
|
|
—
|
|
|
52.4
|
|
||||
Total revenues
|
1,034.7
|
|
|
52.4
|
|
|
(0.1
|
)
|
|
1,087.0
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
||||||||
Cash-based compensation and benefits
|
210.5
|
|
|
—
|
|
|
—
|
|
|
210.5
|
|
||||
Equity-based compensation
|
36.0
|
|
|
—
|
|
|
—
|
|
|
36.0
|
|
||||
Performance allocations and incentive fee related compensation
|
185.4
|
|
|
—
|
|
|
—
|
|
|
185.4
|
|
||||
Total compensation and benefits
|
431.9
|
|
|
—
|
|
|
—
|
|
|
431.9
|
|
||||
General, administrative and other expenses
|
112.5
|
|
|
—
|
|
|
—
|
|
|
112.5
|
|
||||
Interest
|
19.7
|
|
|
—
|
|
|
—
|
|
|
19.7
|
|
||||
Interest and other expenses of Consolidated Funds
|
—
|
|
|
43.7
|
|
|
(5.6
|
)
|
|
38.1
|
|
||||
Other non-operating expenses
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Total expenses
|
564.4
|
|
|
43.7
|
|
|
(5.6
|
)
|
|
602.5
|
|
||||
Other loss
|
|
|
|
|
|
|
|
||||||||
Net investment losses of Consolidated Funds
|
—
|
|
|
(14.2
|
)
|
|
—
|
|
|
(14.2
|
)
|
||||
Income before provision for income taxes
|
470.3
|
|
|
(5.5
|
)
|
|
5.5
|
|
|
470.3
|
|
||||
Provision for income taxes
|
24.0
|
|
|
—
|
|
|
—
|
|
|
24.0
|
|
||||
Net income
|
446.3
|
|
|
(5.5
|
)
|
|
5.5
|
|
|
446.3
|
|
||||
Net loss attributable to non-controlling interests in consolidated entities
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
||||
Net income attributable to Carlyle Holdings
|
450.8
|
|
|
(5.5
|
)
|
|
5.5
|
|
|
450.8
|
|
||||
Net income attributable to non-controlling interests in Carlyle Holdings
|
307.9
|
|
|
—
|
|
|
—
|
|
|
307.9
|
|
||||
Net income attributable to The Carlyle Group L.P.
|
142.9
|
|
|
(5.5
|
)
|
|
5.5
|
|
|
142.9
|
|
||||
Net income attributable to Series A Preferred Unitholders
|
5.9
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
||||
Net income attributable to The Carlyle Group L.P. Common Unitholders
|
$
|
137.0
|
|
|
$
|
(5.5
|
)
|
|
$
|
5.5
|
|
|
$
|
137.0
|
|
|
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 (loss)
|
|
|
|
|
|
|
|
||||||||
Performance allocations
|
308.1
|
|
|
—
|
|
|
—
|
|
|
308.1
|
|
||||
Principal investment income
|
56.6
|
|
|
—
|
|
|
(2.5
|
)
|
|
54.1
|
|
||||
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
|
|
|
|
|
|
|
|
||||||||
Cash-based compensation and benefits
|
187.3
|
|
|
—
|
|
|
—
|
|
|
187.3
|
|
||||
Equity-based compensation
|
84.9
|
|
|
—
|
|
|
—
|
|
|
84.9
|
|
||||
Performance allocations and incentive fee related compensation
|
158.0
|
|
|
—
|
|
|
—
|
|
|
158.0
|
|
||||
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,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
446.3
|
|
|
$
|
118.7
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
14.8
|
|
|
10.7
|
|
||
Equity-based compensation
|
36.0
|
|
|
84.9
|
|
||
Non-cash performance allocations and incentive fees
|
(167.8
|
)
|
|
(71.8
|
)
|
||
Other non-cash amounts
|
11.1
|
|
|
6.9
|
|
||
Principal investment income
|
(286.3
|
)
|
|
(53.8
|
)
|
||
Purchases of investments
|
(68.8
|
)
|
|
(117.5
|
)
|
||
Purchase of investment in Fortitude Re
|
(3.9
|
)
|
|
—
|
|
||
Proceeds from the sale of investments
|
155.1
|
|
|
225.2
|
|
||
Payments of contingent consideration
|
—
|
|
|
(37.5
|
)
|
||
Change in deferred taxes, net
|
14.7
|
|
|
(2.8
|
)
|
||
Change in due from affiliates and other receivables
|
60.6
|
|
|
5.1
|
|
||
Change in deposits and other
|
(8.4
|
)
|
|
(12.1
|
)
|
||
Change in accounts payable, accrued expenses and other liabilities
|
(68.9
|
)
|
|
(38.3
|
)
|
||
Change in accrued compensation and benefits
|
(137.6
|
)
|
|
(82.9
|
)
|
||
Change in due to affiliates
|
(2.2
|
)
|
|
(15.5
|
)
|
||
Change in lease right-of-use asset and lease liability
|
(1.1
|
)
|
|
—
|
|
||
Change in deferred revenue
|
197.7
|
|
|
147.5
|
|
||
Net cash provided by operating activities
|
191.3
|
|
|
166.8
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of fixed assets, net
|
(7.1
|
)
|
|
(4.7
|
)
|
||
Net cash used in investing activities
|
(7.1
|
)
|
|
(4.7
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Repayment of term loan
|
(25.0
|
)
|
|
—
|
|
||
Payments on debt obligations
|
(6.8
|
)
|
|
(6.8
|
)
|
||
Proceeds from debt obligations
|
20.5
|
|
|
34.5
|
|
||
Distributions to common unitholders
|
(47.4
|
)
|
|
(33.2
|
)
|
||
Distributions to preferred unitholders
|
(5.9
|
)
|
|
(5.9
|
)
|
||
Distributions to non-controlling interest holders in Carlyle Holdings
|
(99.4
|
)
|
|
(77.5
|
)
|
||
Contributions from non-controlling interest holders
|
2.2
|
|
|
3.4
|
|
||
Distributions to non-controlling interest holders
|
(9.8
|
)
|
|
(21.1
|
)
|
||
Common units repurchased
|
(10.4
|
)
|
|
—
|
|
||
Change in due to/from affiliates financing activities
|
87.3
|
|
|
(19.2
|
)
|
||
Net cash used in financing activities
|
(94.7
|
)
|
|
(125.8
|
)
|
||
Effect of foreign exchange rate changes
|
0.3
|
|
|
12.9
|
|
||
Increase in cash, cash equivalents and restricted cash
|
89.8
|
|
|
49.2
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
638.3
|
|
|
1,028.8
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
728.1
|
|
|
$
|
1,078.0
|
|
|
|
|
|
||||
Reconciliation of cash, cash equivalents and restricted cash, end of period:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
723.0
|
|
|
$
|
1,068.2
|
|
Restricted cash
|
5.1
|
|
|
9.8
|
|
||
Total cash, cash equivalents and restricted cash, end of period
|
$
|
728.1
|
|
|
$
|
1,078.0
|
|
|
|
|
|
||||
Cash and cash equivalents held at Consolidated Funds
|
$
|
213.9
|
|
|
$
|
355.9
|
|
•
|
Corporate Private Equity
— Our Corporate Private Equity segment advises our
24
buyout and
11
middle market and growth capital funds, which seek a wide variety of investments of different sizes and growth potentials. As of
March 31, 2019
, our Corporate Private Equity segment had
$84 billion
in AUM and
$62 billion
in Fee-earning AUM.
|
•
|
Real Assets
— Our Real Assets segment advises our
ten
U.S. and internationally focused real estate funds, our
two
infrastructure funds, our
two
power funds, our two international energy funds, as well as our
three
Legacy Energy funds (funds that we jointly advise with Riverstone). The segment also includes
three
NGP Predecessor Funds and
four
NGP Carry Funds advised by NGP. As of
March 31, 2019
, our Real Assets segment had
$46 billion
in AUM and
$33 billion
in Fee-earning AUM.
|
•
|
Global Credit
— Our Global Credit segment advises a group of
60
funds that pursue investment strategies including loans and structured credit, direct lending, opportunistic credit, energy credit, distressed credit, and aircraft financing and servicing. As of
March 31, 2019
, our Global Credit segment had
$46 billion
in AUM and
$37 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
239
fund vehicles. As of
March 31, 2019
, our Investment Solutions segment had
$45 billion
in AUM and
$29 billion
in Fee-earning AUM.
|
(1)
|
Amounts represent gross assets plus any available capital as of
March 31, 2019
.
|
(2)
|
Amounts represent Total AUM as of
March 31, 2019
.
|
(3)
|
Includes NGP M&R, NGP ETP II, and NGP IX, on which we are not entitled to a share of carried interest.
|
Three Months Ended
March 31, |
||||||||
2019
|
|
2018
|
||||||
(Dollars in millions)
|
||||||||
CP VI
|
$
|
86.0
|
|
|
CEP IV
|
$
|
72.0
|
|
CRP V
|
60.7
|
|
|
CP VI
|
44.3
|
|
||
Alpinvest Co- & Secondary Investments 2006-2008
|
47.4
|
|
|
CRP VII
|
37.5
|
|
||
|
|
|
CP V
|
35.1
|
|
|||
|
|
|
CRP V
|
(45.0
|
)
|
|
Inception through March 31, 2019
|
||||||
|
Total Giveback
|
|
Giveback Attributable to Carlyle Holdings
|
||||
Various Riverstone Funds
|
$
|
156.3
|
|
|
$
|
55.8
|
|
All other Carlyle Funds
|
56.9
|
|
|
0.6
|
|
||
Aggregate Giveback since Inception
|
$
|
213.2
|
|
|
$
|
56.4
|
|
|
As of March 31, 2019
|
||||||||||||||||||
|
Corporate
Private Equity |
|
Real
Assets
|
|
Global Credit
|
|
Investment Solutions
|
|
Total
|
||||||||||
Consolidated Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Level I
|
$
|
2,679
|
|
|
$
|
2,809
|
|
|
$
|
223
|
|
|
$
|
1,226
|
|
|
$
|
6,937
|
|
Level II
|
157
|
|
|
978
|
|
|
1,085
|
|
|
79
|
|
|
2,299
|
|
|||||
Level III
|
45,298
|
|
|
24,938
|
|
|
36,251
|
|
|
28,302
|
|
|
134,789
|
|
|||||
Fair Value of Investments
|
48,134
|
|
|
28,725
|
|
|
37,559
|
|
|
29,607
|
|
|
144,025
|
|
|||||
Available Capital
|
36,126
|
|
|
17,450
|
|
|
8,085
|
|
|
15,814
|
|
|
77,475
|
|
|||||
Total AUM
|
$
|
84,260
|
|
|
$
|
46,175
|
|
|
$
|
45,644
|
|
|
$
|
45,421
|
|
|
$
|
221,500
|
|
(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 CLOs and other securitization vehicles, as defined in the fund indentures (typically exclusive of equities and defaulted positions) as of the quarterly cut-off date;
|
(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,
|
||||||
|
2019
|
|
2018
|
||||
Consolidated Results
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM
|
|
|
|
||||
Fee-earning AUM based on capital commitments (1)
|
$
|
71,022
|
|
|
$
|
58,931
|
|
Fee-earning AUM based on invested capital (2)
|
42,652
|
|
|
23,602
|
|
||
Fee-earning AUM based on collateral balances, at par (3)
|
23,713
|
|
|
19,049
|
|
||
Fee-earning AUM based on net asset value (4)
|
3,555
|
|
|
2,052
|
|
||
Fee-earning AUM based on lower of cost or fair value and other (5)
|
19,081
|
|
|
22,137
|
|
||
Balance, End of Period (6) (7)
|
$
|
160,023
|
|
|
$
|
125,771
|
|
(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, mutual funds and fund of hedge funds vehicles, as well as certain other carry funds.
|
(5)
|
Includes funds with fees based on gross asset value.
|
(6)
|
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 advisors to each of the Legacy Energy Funds. Carlyle has a minority representation on the management committees of Energy IV and Renew II. Carlyle and Riverstone each hold half of the seats on the management committee of Energy III, but the investment period for this fund
|
(7)
|
Ending balance excludes
$9 billion
of pending Fee-earning AUM for which fees have not yet been activated.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Consolidated Results
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
159,552
|
|
|
$
|
124,595
|
|
Inflows, including Commitments (1)
|
3,231
|
|
|
3,203
|
|
||
Outflows, including Distributions (2)
|
(2,268
|
)
|
|
(2,842
|
)
|
||
Market Appreciation/(Depreciation) (3)
|
(66
|
)
|
|
(35
|
)
|
||
Foreign Exchange and other (4)
|
(426
|
)
|
|
850
|
|
||
Balance, End of Period
|
$
|
160,023
|
|
|
$
|
125,771
|
|
(1)
|
Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are based on invested capital, as well as the fee-earning collateral balance of new CLO issuance. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.
|
(2)
|
Outflows represents the impact of limited partner distributions from vehicles with management fees based on remaining invested capital at cost or fair value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-ended funds, and runoff of CLO collateral balances. Distributions for funds earning management fees based on commitments during the period do not affect Fee-earning AUM.
|
(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)
|
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, 2019
|
||
|
(Dollars in millions)
|
||
Consolidated Results
|
|
||
Total AUM Rollforward
|
|
||
Balance, Beginning of Period
|
$
|
216,470
|
|
New Commitments (1)
|
6,913
|
|
|
Outflows (2)
|
(3,852
|
)
|
|
Market Appreciation/(Depreciation) (3)
|
3,361
|
|
|
Foreign Exchange Gain/(Loss) (4)
|
(1,141
|
)
|
|
Other (5)
|
(251
|
)
|
|
Balance, End of Period
|
$
|
221,500
|
|
(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, separately managed accounts and the NGP Predecessor funds, gross redemptions in our open-ended funds, and 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 Predecessor 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)
|
Reflects carry funds only. Appreciation/Depreciation is fund only, and excludes the impact of 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)
|
In the Corporate Private Equity, Real Assets, and Global Credit carry funds, public investments made up 8% of remaining fair value at
March 31, 2019
and 14% of remaining fair value at
March 31, 2018
. For Q1 2019, public investments appreciated
16%
while private investments appreciated
2%
, compared to flat public appreciation and 4% private appreciation for Q1 2018. 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 carry fund appreciation and the MSCI All Country World Index are included for informational purposes only.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions, except unit and per unit data)
|
||||||
Revenues
|
|
|
|
||||
Fund management fees
|
$
|
353.4
|
|
|
$
|
264.5
|
|
Incentive fees
|
8.1
|
|
|
6.3
|
|
||
Investment income
|
|
|
|
||||
Performance allocations
|
349.1
|
|
|
308.1
|
|
||
Principal investment income
|
301.8
|
|
|
54.1
|
|
||
Total investment income
|
650.9
|
|
|
362.2
|
|
||
Interest and other income
|
22.2
|
|
|
22.5
|
|
||
Interest and other income of Consolidated Funds
|
52.4
|
|
|
47.3
|
|
||
Total revenues
|
1,087.0
|
|
|
702.8
|
|
||
Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Cash-based compensation and benefits
|
210.5
|
|
|
187.3
|
|
||
Equity-based compensation
|
36.0
|
|
|
84.9
|
|
||
Performance allocations and incentive fee related compensation
|
185.4
|
|
|
158.0
|
|
||
Total compensation and benefits
|
431.9
|
|
|
430.2
|
|
||
General, administrative and other expenses
|
112.5
|
|
|
95.0
|
|
||
Interest
|
19.7
|
|
|
17.9
|
|
||
Interest and other expenses of Consolidated Funds
|
38.1
|
|
|
35.9
|
|
||
Other non-operating expenses
|
0.3
|
|
|
0.3
|
|
||
Total expenses
|
602.5
|
|
|
579.3
|
|
||
Other income
|
|
|
|
||||
Net investment gains (losses) of Consolidated Funds
|
(14.2
|
)
|
|
2.0
|
|
||
Income before provision for income taxes
|
470.3
|
|
|
125.5
|
|
||
Provision for income taxes
|
24.0
|
|
|
7.8
|
|
||
Net income
|
446.3
|
|
|
117.7
|
|
||
Net income (loss) attributable to non-controlling interests in consolidated entities
|
(4.5
|
)
|
|
11.0
|
|
||
Net income attributable to Carlyle Holdings
|
450.8
|
|
|
106.7
|
|
||
Net income attributable to non-controlling interests in Carlyle Holdings
|
307.9
|
|
|
67.0
|
|
||
Net income attributable to The Carlyle Group L.P.
|
142.9
|
|
|
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
|
$
|
137.0
|
|
|
$
|
33.8
|
|
|
|
|
|
||||
Net income attributable to The Carlyle Group L.P. per common unit
|
|
|
|
||||
Basic
|
$
|
1.25
|
|
|
$
|
0.34
|
|
Diluted
|
$
|
1.18
|
|
|
$
|
0.30
|
|
Weighted-average common units
|
|
|
|
||||
Basic
|
109,210,460
|
|
|
100,732,493
|
|
||
Diluted
|
115,818,538
|
|
|
111,303,988
|
|
|
Three Months Ended
March 31, |
||
|
2019 v. 2018
|
||
|
(Dollars in millions)
|
||
Total Revenues, March 31, 2018
|
$
|
702.8
|
|
Increases (Decreases):
|
|
||
Increase in fund management fees
|
88.9
|
|
|
Increase in incentive fees
|
1.8
|
|
|
Increase in investment income, including performance allocations
|
288.7
|
|
|
Decrease in interest and other income
|
(0.3
|
)
|
|
Increase in interest and other income of Consolidated Funds
|
5.1
|
|
|
Total increase
|
384.2
|
|
|
Total Revenues, March 31, 2019
|
$
|
1,087.0
|
|
|
Three Months Ended
March 31, |
||
|
2019 v. 2018
|
||
|
(Dollars in millions)
|
||
Higher management fees from the commencement of the
investment period for certain newly raised funds |
$
|
131.8
|
|
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 |
(44.7
|
)
|
|
Decrease in catch-up management fees from subsequent closes of
funds that are in the fundraising period |
(0.5
|
)
|
|
Higher transaction and portfolio advisory fees
|
2.2
|
|
|
All other changes
|
0.1
|
|
|
Total increase in fund management fees
|
$
|
88.9
|
|
|
Three Months Ended
March 31, |
||
|
2019 v. 2018
|
||
|
(Dollars in millions)
|
||
Increase in performance allocations, excluding NGP
|
$
|
41.0
|
|
Decrease in investment income from NGP, which includes performance allocations from the investments in NGP
|
(1.1
|
)
|
|
Decrease in investment income from our buyout and growth funds
|
(5.3
|
)
|
|
Increase in gains on foreign currency hedges
|
1.3
|
|
|
Increase in investment income from our real assets funds, excluding NGP
|
2.0
|
|
|
Decrease in investment income from our distressed debt funds and energy mezzanine funds
|
(1.2
|
)
|
|
Decrease in investment income from CLOs
|
(1.8
|
)
|
|
Investment income from Fortitude Re
(1)
|
256.3
|
|
|
All other changes
|
(2.5
|
)
|
|
Total increase in investment income
|
$
|
288.7
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
132.8
|
|
|
$
|
257.9
|
|
Real Assets
|
109.4
|
|
|
(3.3
|
)
|
||
Global Credit
|
29.6
|
|
|
2.6
|
|
||
Investment Solutions
|
77.3
|
|
|
50.9
|
|
||
Total performance allocations
|
$
|
349.1
|
|
|
$
|
308.1
|
|
|
|
|
|
||||
Total carry fund appreciation
|
3%
|
|
3%
|
|
Three Months Ended
March 31, |
||
|
(Dollars in millions)
|
||
Total Expenses, March 31, 2018
|
$
|
579.3
|
|
Increases (Decreases):
|
|
||
Increase in total compensation and benefits
|
1.7
|
|
|
Increase in general, administrative and other expenses
|
17.5
|
|
|
Increase in interest and other expenses of Consolidated Funds
|
2.2
|
|
|
All other changes
|
1.8
|
|
|
Total increase
|
23.2
|
|
|
Total Expenses, March 31, 2019
|
$
|
602.5
|
|
|
Three Months Ended
March 31, |
||
|
2019 v. 2018
|
||
|
(Dollars in millions)
|
||
Increase in cash-based compensation and benefits
|
$
|
23.2
|
|
Decrease in equity-based compensation
|
(48.9
|
)
|
|
Increase in performance allocations and incentive fee related compensation
|
27.4
|
|
|
Total increase in total compensation and benefits
|
$
|
1.7
|
|
|
Three Months Ended
March 31, |
||
|
2019 v. 2018
|
||
|
(Dollars in millions)
|
||
Increase in headcount and bonuses
|
$
|
10.5
|
|
Increases associated with the Carlyle Aviation Partners acquisition:
|
|
||
Compensation and benefits
|
6.0
|
|
|
Contingent earnout
|
6.7
|
|
|
Total increase in cash-based compensation and benefits
|
$
|
23.2
|
|
|
Three Months Ended
March 31, |
||
|
2019 v. 2018
|
||
|
(Dollars in millions)
|
||
Higher intangible asset amortization
|
1.2
|
|
|
Higher professional fees
|
12.0
|
|
|
Lower external fundraising costs
|
(5.2
|
)
|
|
Foreign exchange and other changes
|
9.5
|
|
|
Total increase in general, administrative and other expenses
|
$
|
17.5
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Realized losses
|
$
|
(8.0
|
)
|
|
$
|
(2.7
|
)
|
Net change in unrealized gains (losses)
|
9.1
|
|
|
(12.7
|
)
|
||
Total gains (losses)
|
1.1
|
|
|
(15.4
|
)
|
||
Gains (Losses) from liabilities of CLOs
|
(15.3
|
)
|
|
17.4
|
|
||
Total investment gains (losses) of Consolidated Funds
|
$
|
(14.2
|
)
|
|
$
|
2.0
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Total Segment Revenues
|
$
|
450.9
|
|
|
$
|
536.6
|
|
Total Segment Expenses
|
350.1
|
|
|
397.7
|
|
||
Distributable Earnings
|
$
|
100.8
|
|
|
$
|
138.9
|
|
(-) Realized Net Performance Revenues
|
7.0
|
|
|
103.1
|
|
||
(-) Realized Principal Investment Income
|
4.1
|
|
|
18.7
|
|
||
(+) Net Interest
|
13.6
|
|
|
11.1
|
|
||
(=) Fee Related Earnings
|
$
|
103.3
|
|
|
$
|
28.2
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
381.6
|
|
|
$
|
287.5
|
|
Portfolio advisory fees, net and other
|
5.5
|
|
|
9.7
|
|
||
Transaction fees, net
|
4.5
|
|
|
3.0
|
|
||
Total fund level fee revenues
|
391.6
|
|
|
300.2
|
|
||
Realized performance revenues
|
49.2
|
|
|
211.0
|
|
||
Realized principal investment income
|
4.1
|
|
|
18.7
|
|
||
Interest income
|
6.0
|
|
|
6.7
|
|
||
Total Segment Revenues
|
$
|
450.9
|
|
|
$
|
536.6
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Cash-based compensation and benefits
|
$
|
202.3
|
|
|
$
|
189.1
|
|
Realized performance revenue related compensation
|
42.2
|
|
|
107.9
|
|
||
Total compensation and benefits
|
244.5
|
|
|
297.0
|
|
||
General, administrative, and other indirect expenses
|
75.7
|
|
|
74.8
|
|
||
Depreciation and amortization expense
|
10.3
|
|
|
8.1
|
|
||
Interest expense
|
19.6
|
|
|
17.8
|
|
||
Total Segment Expenses
|
$
|
350.1
|
|
|
$
|
397.7
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Income before provision for income taxes
|
$
|
470.3
|
|
|
$
|
125.5
|
|
Adjustments:
|
|
|
|
||||
Net unrealized performance revenues
|
(155.8
|
)
|
|
(56.9
|
)
|
||
Unrealized principal investment income
|
(238.6
|
)
|
|
(10.9
|
)
|
||
Adjusted unrealized principal investment income from investment in Fortitude Re
|
(27.0
|
)
|
|
—
|
|
||
Equity-based compensation
|
39.4
|
|
|
87.8
|
|
||
Acquisition related charges, including amortization of intangibles and impairment
|
12.0
|
|
|
4.6
|
|
||
Other non-operating expense
|
0.3
|
|
|
0.3
|
|
||
Tax expense associated with performance fee revenues
|
(6.1
|
)
|
|
(2.1
|
)
|
||
Net income attributable to non-controlling interests in consolidated entities
|
4.5
|
|
|
(11.0
|
)
|
||
Debt extinguishment costs
|
0.1
|
|
|
—
|
|
||
Severance and other adjustments
|
1.7
|
|
|
1.6
|
|
||
(=) Distributable Earnings
|
$
|
100.8
|
|
|
$
|
138.9
|
|
(-) Realized net performance revenues
(1)
|
7.0
|
|
|
103.1
|
|
||
(-) Realized principal investment income
(1)
|
4.1
|
|
|
18.7
|
|
||
(+) Net Interest
|
13.6
|
|
|
11.1
|
|
||
(=) Fee Related Earnings
|
$
|
103.3
|
|
|
$
|
28.2
|
|
(1)
|
See reconciliation to most directly comparable U.S. GAAP measure below:
|
|
Three Months Ended March 31, 2019
|
||||||||||
|
Carlyle
Consolidated |
|
Adjustments
(2)
|
|
Total
Reportable Segments |
||||||
|
(Dollars in millions)
|
||||||||||
Performance revenues
|
$
|
349.1
|
|
|
$
|
(299.9
|
)
|
|
$
|
49.2
|
|
Performance revenues related compensation expense
|
185.4
|
|
|
(143.2
|
)
|
|
42.2
|
|
|||
Net performance revenues
|
$
|
163.7
|
|
|
$
|
(156.7
|
)
|
|
$
|
7.0
|
|
|
|
|
|
|
|
||||||
Principal investment income (loss)
|
$
|
301.8
|
|
|
$
|
(297.7
|
)
|
|
$
|
4.1
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
Carlyle
Consolidated |
|
Adjustments
(2)
|
|
Total
Reportable Segments |
||||||
|
(Dollars in millions)
|
||||||||||
Performance revenues
|
$
|
308.1
|
|
|
$
|
(97.1
|
)
|
|
$
|
211.0
|
|
Performance revenues related compensation expense
|
158.0
|
|
|
(50.1
|
)
|
|
107.9
|
|
|||
Net performance revenues
|
$
|
150.1
|
|
|
$
|
(47.0
|
)
|
|
$
|
103.1
|
|
|
|
|
|
|
|
||||||
Principal investment income (loss)
|
$
|
54.1
|
|
|
$
|
(35.4
|
)
|
|
$
|
18.7
|
|
(2)
|
Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations net of related compensation expense and unrealized principal investment income, which are excluded from our Non-GAAP results, (ii) amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were included in the Non-GAAP results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were excluded from the Non-GAAP
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Corporate Private Equity
|
$
|
62.1
|
|
|
$
|
86.8
|
|
Real Assets
|
18.1
|
|
|
33.2
|
|
||
Global Credit
|
14.2
|
|
|
10.2
|
|
||
Investment Solutions
|
6.4
|
|
|
8.7
|
|
||
Distributable Earnings
|
$
|
100.8
|
|
|
$
|
138.9
|
|
|
Three Months Ended
March 31, 2019 |
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
190.0
|
|
|
$
|
114.1
|
|
Portfolio advisory fees, net and other
|
3.5
|
|
|
6.3
|
|
||
Transaction fees, net
|
0.3
|
|
|
0.3
|
|
||
Total fund level fee revenues
|
193.8
|
|
|
120.7
|
|
||
Realized performance revenues
|
23.4
|
|
|
188.0
|
|
||
Realized principal investment income (loss)
|
(2.3
|
)
|
|
7.9
|
|
||
Interest income
|
1.2
|
|
|
2.0
|
|
||
Total revenues
|
216.1
|
|
|
318.6
|
|
||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Cash-based compensation and benefits
|
96.7
|
|
|
97.2
|
|
||
Realized performance revenues related compensation
|
10.4
|
|
|
90.7
|
|
||
Total compensation and benefits
|
107.1
|
|
|
187.9
|
|
||
General, administrative, and other indirect expenses
|
34.1
|
|
|
32.9
|
|
||
Depreciation and amortization expense
|
4.9
|
|
|
4.0
|
|
||
Interest expense
|
7.9
|
|
|
7.0
|
|
||
Total expenses
|
154.0
|
|
|
231.8
|
|
||
Distributable Earnings
|
$
|
62.1
|
|
|
$
|
86.8
|
|
(-) Realized Net Performance Revenues
|
13.0
|
|
|
97.3
|
|
||
(-) Realized Principal Investment Income (Loss)
|
(2.3
|
)
|
|
7.9
|
|
||
(+) Net Interest
|
6.7
|
|
|
5.0
|
|
||
(=) Fee Related Earnings
|
$
|
58.1
|
|
|
$
|
(13.4
|
)
|
|
Three Months Ended
March 31, |
||
|
(Dollars in millions)
|
||
Distributable earnings, March 31, 2018
|
$
|
86.8
|
|
Increases (decreases):
|
|
||
Increase in fee related earnings
|
71.5
|
|
|
Decrease in realized net performance revenues
|
(84.3
|
)
|
|
Decrease in realized principal investment income
|
(10.2
|
)
|
|
Increase in net interest
|
(1.7
|
)
|
|
Total decrease
|
(24.7
|
)
|
|
Distributable earnings, March 31, 2019
|
$
|
62.1
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in millions)
|
||
Fee related earnings, March 31, 2018
|
$
|
(13.4
|
)
|
Increases (decreases):
|
|
||
Increase in fee revenues
|
73.1
|
|
|
Decrease in cash-based compensation and benefits
|
0.5
|
|
|
Increase in general, administrative and other indirect expenses
|
(1.2
|
)
|
|
All other changes
|
(0.9
|
)
|
|
Total increase
|
71.5
|
|
|
Fee related earnings, March 31, 2019
|
$
|
58.1
|
|
|
Three Months Ended
March 31, |
||
|
2019 v. 2018
|
||
|
(Dollars in millions)
|
||
Higher fund management fees
|
$
|
75.9
|
|
Lower portfolio advisory fees, net and other
|
(2.8
|
)
|
|
Total increase in fee revenues
|
$
|
73.1
|
|
|
As of March 31,
|
||||||
|
2019
|
|
2018
|
||||
Corporate Private Equity
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM (1)
|
|
|
|
||||
Fee-earning AUM based on capital commitments
|
$
|
36,394
|
|
|
$
|
26,192
|
|
Fee-earning AUM based on invested capital
|
23,289
|
|
|
7,034
|
|
||
Fee-earning AUM based on lower of cost or fair value
|
2,218
|
|
|
2,067
|
|
||
Total Fee-earning AUM
|
$
|
61,901
|
|
|
$
|
35,293
|
|
Weighted Average Management Fee Rates (2)
|
|
|
|
||||
All Funds
|
1.22
|
%
|
|
1.32
|
%
|
||
Funds in Investment Period
|
1.46
|
%
|
|
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, |
||||||
|
2019
|
|
2018
|
||||
Corporate Private Equity
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
62,358
|
|
|
$
|
35,584
|
|
Inflows, including Fee-paying Commitments (1)
|
328
|
|
|
217
|
|
||
Outflows, including Distributions (2)
|
(525
|
)
|
|
(770
|
)
|
||
Market Appreciation/(Depreciation) (3)
|
(19
|
)
|
|
30
|
|
||
Foreign Exchange and other (4)
|
(241
|
)
|
|
232
|
|
||
Balance, End of Period
|
$
|
61,901
|
|
|
$
|
35,293
|
|
(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, 2019 |
||
|
(Dollars in millions)
|
||
Corporate Private Equity
|
|
||
Total AUM Rollforward
|
|
||
Balance, Beginning of Period
|
$
|
80,759
|
|
New Commitments (1)
|
3,618
|
|
|
Outflows (2)
|
(789
|
)
|
|
Market Appreciation/(Depreciation) (3)
|
1,199
|
|
|
Foreign Exchange Gain/(Loss) (4)
|
(329
|
)
|
|
Other (5)
|
(198
|
)
|
|
Balance, End of Period
|
$
|
84,260
|
|
(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 investments since inception of the fund.
|
(3)
|
Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest.
|
(4)
|
Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.
|
(5)
|
An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in, the investment. An investment is considered partially realized when the total amount of proceeds received in respect of such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR, when considered together with the other investment performance metrics presented, provides investors with meaningful information regarding our investment performance by removing the impact of investments where significant realization activity has not yet occurred. Realized/Partially Realized MOIC and Gross IRR have limitations as measures of investment performance, and should not be considered in isolation. Such limitations include the fact that these measures do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other companies that use similarly titled measures. We do not present Realized/Partially Realized performance information separately for funds that are still in the investment period because of the relatively insignificant level of realizations for funds of this type. However, to the extent such funds have had realizations, they are included in the Realized/Partially Realized performance information presented for
Total Corporate Private Equity.
|
(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, CPF I, Mexico, CBPF, CCI and MENA.
|
(10)
|
Includes coinvestments, separately managed accounts (SMA’s) and certain other stand-alone investments arranged by us.
|
(11)
|
Aggregate, which is considered not meaningful, includes the following funds and their respective commencement dates: CSSAF (April 2012) , CAGP V (May 2016), and CBPF II (November 2017).
|
(12)
|
For funds marked “NM,” IRR may be positive or negative, but is considered not meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end.
|
(13)
|
For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate.
|
|
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, 2019
|
|
|
|
|
|||||||
Corporate Private Equity
|
(Reported in Local Currency, in Millions)
|
|
|
|
|
|||||||
CP VI
|
$
|
13,205.2
|
|
1.3x
|
1.5x
|
98%
|
X
|
|
100%
|
Jun-13
|
24
|
May-18
|
CEP IV
|
€
|
4,111.4
|
|
1.4x
|
1.3x
|
101%
|
X
|
|
100%
|
Sep-14
|
19
|
Aug-19
|
CP VII
|
$
|
3,947.9
|
|
1.0x
|
1.0x
|
22%
|
|
|
100%
|
May-18
|
4
|
May-24
|
CAP IV
|
$
|
3,790.1
|
|
1.2x
|
1.3x
|
101%
|
X
|
|
100%
|
Jul-13
|
23
|
Nov-18
|
CGP I
|
$
|
3,011.1
|
|
1.1x
|
1.2x
|
74%
|
X
|
|
100%
|
Jan-15
|
17
|
Dec-20
|
CP V
|
$
|
2,486.5
|
|
0.8x
|
2.1x
|
96%
|
X
|
X
|
100%
|
Jun-07
|
48
|
May-13
|
CEOF II
|
$
|
1,664.4
|
|
1.1x
|
1.1x
|
68%
|
|
|
80%
|
Nov-15
|
14
|
Mar-21
|
CAP V
|
$
|
1,107.4
|
|
1.1x
|
1.1x
|
16%
|
|
|
100%
|
Jun-18
|
4
|
Jun-24
|
CJP III
|
¥
|
112,685.5
|
|
1.9x
|
2.2x
|
65%
|
X
|
|
100%
|
Sep-13
|
23
|
Feb-20
|
CEP V
|
€
|
881.2
|
|
1.0x
|
1.0x
|
14%
|
|
|
100%
|
Oct-18
|
2
|
Oct-24
|
CEOF I
|
$
|
853.0
|
|
1.1x
|
1.5x
|
105%
|
X
|
|
80%
|
Sep-11
|
31
|
May-17
|
CGFSP II
|
$
|
798.6
|
|
1.3x
|
1.6x
|
94%
|
X
|
|
100%
|
Jun-13
|
24
|
Dec-17
|
CEP III
|
€
|
666.9
|
|
0.9x
|
2.3x
|
97%
|
X
|
X
|
100%
|
Jul-07
|
47
|
Dec-12
|
CETP III
|
€
|
617.9
|
|
1.4x
|
1.9x
|
78%
|
X
|
X
|
100%
|
Jul-14
|
19
|
May-20
|
CAP III
|
$
|
308.7
|
|
0.8x
|
1.9x
|
100%
|
X
|
X
|
100%
|
Jun-08
|
44
|
May-14
|
CGFSP III
|
$
|
274.6
|
|
1.1x
|
1.1x
|
25%
|
|
|
100%
|
May-18
|
4
|
Dec-23
|
CAGP IV
|
$
|
257.5
|
|
0.7x
|
1.4x
|
92%
|
|
|
100%
|
Aug-08
|
43
|
Jun-14
|
CP IV
|
$
|
203.0
|
|
2.1x
|
2.4x
|
97%
|
X
|
X
|
80%
|
Apr-05
|
56
|
Dec-10
|
All Other Funds (8)
|
$
|
2,363.8
|
|
1.2x
|
2.1x
|
|
NM
|
NM
|
|
|
|
|
Coinvestment and SMA's (9)
|
$
|
5,765.4
|
|
1.0x
|
2.0x
|
|
NM
|
NM
|
|
|
|
|
Total Corporate Private Equity (10)
|
$
|
48,099.2
|
|
1.1x
|
1.8x
|
|
|
|
|
|
|
|
(1)
|
Remaining Fair Value reflects the unrealized carrying value of investments in carry funds and related co-investment vehicles. Significant funds with remaining fair value of greater than $100 million are listed individually.
|
(2)
|
Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by remaining investment cost.
|
(3)
|
Total MOIC represents total fair value (realized proceeds combined with remaining fair value), before management fees, expenses and carried interest, divided by cumulative invested capital. For certain funds, represents the original cost of investments net of investment-level recallable proceeds, which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC.
|
(4)
|
Represents cumulative invested capital as of the reporting period divided by total commitments. Amount can be greater than 100% due to the re-investment of recallable distributions to fund investors.
|
(5)
|
Fund has a net accrued performance revenue balance/(giveback obligation) as of the current quarter end, driven by a significant portion of the fund’s asset base.
|
(6)
|
Fund has generated realized net performance revenues/(realized giveback) in the last twelve months.
|
(7)
|
Represents the date of the first capital contribution for management fees.
|
(8)
|
Aggregate includes the following funds: CMG, CP I, CP II, CP III, CEP I, CEP II, CAP I, CAP II, CBPF, CBPF II, CJP I, CJP II, CEVP, CETP I, CETP II, CCI, CAVP I, CAVP II, CAGP III, CAGP V, Mexico, MENA, CSABF, CSSAF, CPF, CGFSP I, CVP I, CVP II, and CUSGF III. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.
|
(9)
|
Includes co-investments, prefund investments, separately managed accounts (SMA’s) and certain other stand-alone investments arranged by us. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.
|
(10)
|
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, 2019 |
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
77.4
|
|
|
$
|
74.4
|
|
Portfolio advisory fees, net and other
|
0.9
|
|
|
1.5
|
|
||
Transaction fees, net
|
2.4
|
|
|
2.7
|
|
||
Total fund level fee revenues
|
80.7
|
|
|
78.6
|
|
||
Realized performance revenues
|
4.9
|
|
|
7.8
|
|
||
Realized principal investment income
|
1.6
|
|
|
8.2
|
|
||
Interest income
|
0.5
|
|
|
0.9
|
|
||
Total revenues
|
87.7
|
|
|
95.5
|
|
||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Cash-based compensation and benefits
|
35.8
|
|
|
34.7
|
|
||
Realized performance revenues related compensation
|
12.0
|
|
|
4.0
|
|
||
Total compensation and benefits
|
47.8
|
|
|
38.7
|
|
||
General, administrative, and other indirect expenses
|
16.8
|
|
|
18.1
|
|
||
Depreciation and amortization expense
|
1.9
|
|
|
1.6
|
|
||
Interest expense
|
3.1
|
|
|
3.9
|
|
||
Total expenses
|
69.6
|
|
|
62.3
|
|
||
(=) Distributable Earnings
|
$
|
18.1
|
|
|
$
|
33.2
|
|
(-) Realized Net Performance Revenues
|
(7.1
|
)
|
|
3.8
|
|
||
(-) Realized Principal Investment Income
|
1.6
|
|
|
8.2
|
|
||
(+) Net Interest
|
2.6
|
|
|
3.0
|
|
||
(=) Fee Related Earnings
|
$
|
26.2
|
|
|
$
|
24.2
|
|
|
Three Months Ended
March 31, |
||
|
2019 v. 2018
|
||
|
(Dollars in millions)
|
||
Distributable earnings, March 31, 2018
|
$
|
33.2
|
|
Increases (decreases):
|
|
||
Increase in fee related earnings
|
2.0
|
|
|
Decrease in realized net performance revenues
|
(10.9
|
)
|
|
Decrease in realized principal investment income
|
(6.6
|
)
|
|
Decrease in net interest
|
0.4
|
|
|
Total decrease
|
(15.1
|
)
|
|
Distributable earnings, March 31, 2019
|
$
|
18.1
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in millions)
|
||
Fee related earnings, March 31, 2018
|
$
|
24.2
|
|
Increases (decreases):
|
|
||
Increase in fee revenues
|
2.1
|
|
|
Increase in cash-based compensation and benefits
|
(1.1
|
)
|
|
Decrease in general, administrative and other indirect expenses
|
1.3
|
|
|
All other changes
|
(0.3
|
)
|
|
Total increase
|
2.0
|
|
|
Fee related earnings, March 31, 2019
|
$
|
26.2
|
|
|
Three Months Ended
March 31, |
||
|
2019 v. 2018
|
||
|
(Dollars in millions)
|
||
Higher fund management fees
|
$
|
3.0
|
|
Lower transaction fees
|
(0.3
|
)
|
|
Lower portfolio advisory fees, net and other
|
(0.6
|
)
|
|
Total increase in fee revenues
|
$
|
2.1
|
|
|
As of March 31,
|
||||||
|
2019
|
|
2018
|
||||
Real Assets
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM (1)
|
|
|
|
||||
Fee-earning AUM based on capital commitments
|
$
|
15,247
|
|
|
$
|
17,170
|
|
Fee-earning AUM based on invested capital (2)
|
15,616
|
|
|
13,629
|
|
||
Fee-earning AUM based on net asset value
|
1,681
|
|
|
970
|
|
||
Fee-earning AUM based on lower of cost or fair value and other (3)
|
364
|
|
|
365
|
|
||
Total Fee-earning AUM (4)
|
$
|
32,908
|
|
|
$
|
32,134
|
|
Weighted Average Management Fee Rates (5)
|
|
|
|
||||
All Funds
|
1.22
|
%
|
|
1.20
|
%
|
||
Funds in Investment Period
|
1.32
|
%
|
|
1.34
|
%
|
(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 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 advisors to each of the Legacy Energy Funds. Carlyle has a minority representation on the management committees of Energy IV and Renew II. Carlyle and Riverstone each hold half of the seats on the management committee of Energy III, but the investment period for this fund has expired and the remaining investments in such fund are being disposed of in the ordinary course of business. As of
March 31, 2019
, the Legacy Energy Funds had, in the aggregate, approximately
$4.0 billion
in AUM and
$3.1 billion
in Fee-earning AUM. NGP IX, or in the case of NGP M&R and NGP ETP II, certain affiliated entities (collectively, the “NGP Predecessor Funds”) and NGP X, NGP GAP, NGP XI, and NGP XII (referred to herein as the “NGP Carry Funds”, collectively with the NGP Predecessor Funds, the “NGP Energy Funds”), are managed by NGP Energy Capital Management (“NGP”). As of
March 31, 2019
, the NGP Energy Funds had, in the aggregate, approximately
$13.9 billion
in AUM and
$12.5 billion
in Fee-earning AUM.
|
(5)
|
Represents the aggregate effective management fee rate of each fund in the segment, weighted by each fund’s Fee-earning AUM, as of the end of each period presented. Calculation reflects Carlyle’s 10% and 55% interest in management fees earned by the Legacy Energy funds and the NGP Energy Funds, respectively. Accounts based on gross asset base generally have an effective management fee rate of 0.5% or less.
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Real Assets
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
32,977
|
|
|
$
|
31,599
|
|
Inflows, including Fee-paying Commitments (1)
|
390
|
|
|
1,008
|
|
||
Outflows, including Distributions (2)
|
(553
|
)
|
|
(434
|
)
|
||
Market Appreciation/(Depreciation) (3)
|
28
|
|
|
28
|
|
||
Foreign Exchange and other (4)
|
66
|
|
|
(67
|
)
|
||
Balance, End of Period
|
$
|
32,908
|
|
|
$
|
32,134
|
|
(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, 2019 |
||
|
(Dollars in millions)
|
||
Real Assets
|
|
||
Total AUM Rollforward
|
|
||
Balance, Beginning of Period
|
$
|
45,640
|
|
New Commitments (1)
|
552
|
|
|
Outflows (2)
|
(540
|
)
|
|
Market Appreciation/(Depreciation) (3)
|
618
|
|
|
Foreign Exchange Gain/(Loss) (4)
|
(15
|
)
|
|
Other (5)
|
(80
|
)
|
|
Balance, End of Period
|
$
|
46,175
|
|
(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 Predecessor 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 Predecessor 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 Real Assets segment our first fund was formed in 1997.
|
(2)
|
Represents the original cost of investments since inception of the fund.
|
(3)
|
Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest.
|
(4)
|
Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.
|
(5)
|
An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in, the investment. An investment is considered partially realized when the total amount of proceeds received in respect of such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR, when considered together with the other investment performance metrics presented, provides investors with meaningful information regarding our investment performance by removing the impact of investments where significant realization activity has not yet occurred. Realized/Partially Realized MOIC and Gross IRR have limitations as measures of investment performance, and should not be considered in isolation. Such limitations include the fact that these measures do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other companies that use similarly titled measures. We do not present Realized/
|
(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, NGP GAP, Energy I and Renew I.
|
(10)
|
Includes coinvestments, separately managed accounts (SMA’s) and certain other stand-alone investments arranged by us.
|
(11)
|
Aggregate includes CCR and CER. Return is considered not meaningful, as the investment period commenced in October 2016 for CCR and December 2017 for CER.
|
(12)
|
For funds marked “NM,” IRR may be positive or negative, but is considered not meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end.
|
(13)
|
For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate.
|
|
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, 2019
|
|
|
|
|
||||||
Real Assets
|
|
(Reported in Local Currency, in Millions)
|
|
|
|
|
||||||
NGP XI
|
$
|
5,415.0
|
|
1.3x
|
1.4x
|
86%
|
X
|
|
80%
|
Feb-15
|
17
|
Oct-19
|
CRP VII
|
$
|
3,403.5
|
|
1.3x
|
1.5x
|
87%
|
X
|
X
|
80%
|
Jun-14
|
20
|
Mar-19
|
CIEP I
|
$
|
2,284.1
|
|
1.5x
|
1.6x
|
73%
|
X
|
|
80%
|
Oct-13
|
22
|
Sep-19
|
CPI
|
$
|
1,707.4
|
|
1.0x
|
1.2x
|
n/a
|
X
|
|
50%
|
May-16
|
12
|
Apr-21
|
Renew II
|
$
|
1,475.4
|
|
0.7x
|
1.5x
|
83%
|
(X)
|
|
80%
|
Mar-08
|
45
|
May-14
|
Energy IV
|
$
|
1,467.0
|
|
0.7x
|
1.3x
|
106%
|
(X)
|
(X)
|
80%
|
Feb-08
|
45
|
Dec-13
|
NGP X
|
$
|
1,375.9
|
|
0.9x
|
1.2x
|
91%
|
|
|
80%
|
Jan-12
|
29
|
May-17
|
NGP XII
|
$
|
1,240.3
|
|
1.1x
|
1.1x
|
28%
|
|
|
80%
|
Nov-17
|
6
|
Oct-19
|
CRP VIII
|
$
|
1,210.4
|
|
1.0x
|
1.0x
|
21%
|
|
|
80%
|
Aug-17
|
7
|
May-22
|
CRP V
|
$
|
1,101.9
|
|
2.7x
|
1.7x
|
112%
|
X
|
|
50%
|
Nov-06
|
50
|
Nov-11
|
CPP II
|
$
|
965.6
|
|
1.2x
|
1.2x
|
63%
|
|
|
80%
|
Sep-14
|
19
|
Apr-21
|
CRP VI
|
$
|
505.5
|
|
1.2x
|
1.8x
|
94%
|
X
|
X
|
50%
|
Mar-11
|
33
|
Mar-16
|
CRP IV
|
$
|
322.5
|
|
3.4x
|
1.6x
|
133%
|
|
|
50%
|
Jan-05
|
57
|
Dec-09
|
CRP III
|
$
|
312.2
|
|
131.8x
|
3.5x
|
93%
|
X
|
X
|
50%
|
Mar-01
|
73
|
May-05
|
Energy III
|
$
|
305.6
|
|
0.6x
|
1.6x
|
94%
|
(X)
|
|
80%
|
Nov-05
|
54
|
Oct-11
|
CEREP III
|
€
|
118.9
|
|
1.1x
|
1.2x
|
92%
|
|
|
67%
|
Jun-07
|
48
|
May-11
|
All Other Funds (8)
|
$
|
839.3
|
|
0.8x
|
1.2x
|
|
NM
|
NM
|
|
|
|
|
Coinvestment and SMA's (9)
|
$
|
2,845.4
|
|
1.3x
|
1.7x
|
|
NM
|
NM
|
|
|
|
|
Total Real Assets (10)
|
$
|
26,910.3
|
|
1.2x
|
1.4x
|
|
|
|
|
|
|
|
(1)
|
Remaining Fair Value reflects the unrealized carrying value of investments in carry funds and related co-investment vehicles. Significant funds with remaining fair value of greater than $100 million are listed individually.
|
(2)
|
Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by remaining investment cost.
|
(3)
|
Total MOIC represents total fair value (realized proceeds combined with remaining fair value), before management fees, expenses and carried interest, divided by cumulative invested capital. For certain funds, represents the original cost of investments net of investment-level recallable proceeds, which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC.
|
(4)
|
Represents cumulative invested capital as of the reporting period divided by total commitments. Amount can be greater than 100% due to the re-investment of recallable distributions to fund investors.
|
(5)
|
Fund has a net accrued performance revenue balance/(giveback obligation) as of the current quarter end, driven by a significant portion of the fund’s asset base.
|
(6)
|
Fund has generated realized net performance revenues/(realized giveback) in the last twelve months.
|
(7)
|
Represents the date of the first capital contribution for management fees.
|
(8)
|
Aggregate includes the following funds: CRP I, CRP II, CRCP I, CEREP I, CEREP II, CER, CAREP I, CAREP II, CCR, CPOCP, CIP, CGI, NGP GAP, Energy I, Energy II and Renew I. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.
|
(9)
|
Includes co-investments, prefund investments, separately managed accounts (SMA’s) and certain other stand-alone investments arranged by us. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.
|
(10)
|
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, 2019 |
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
74.8
|
|
|
$
|
58.7
|
|
Portfolio advisory fees, net and other
|
1.1
|
|
|
1.7
|
|
||
Transaction fees, net
|
1.8
|
|
|
—
|
|
||
Total fund level fee revenues
|
77.7
|
|
|
60.4
|
|
||
Realized performance revenues
|
—
|
|
|
1.1
|
|
||
Realized principal investment income
|
4.6
|
|
|
2.5
|
|
||
Interest income
|
3.8
|
|
|
3.3
|
|
||
Total revenues
|
86.1
|
|
|
67.3
|
|
||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Cash-based compensation and benefits
|
46.6
|
|
|
34.0
|
|
||
Realized performance revenues related compensation
|
—
|
|
|
0.6
|
|
||
Total compensation and benefits
|
46.6
|
|
|
34.6
|
|
||
General, administrative, and other indirect expenses
|
16.5
|
|
|
15.8
|
|
||
Depreciation and amortization expense
|
2.1
|
|
|
1.4
|
|
||
Interest expense
|
6.7
|
|
|
5.3
|
|
||
Total expenses
|
71.9
|
|
|
57.1
|
|
||
(=) Distributable Earnings
|
$
|
14.2
|
|
|
$
|
10.2
|
|
(-) Realized Net Performance Revenues
|
—
|
|
|
0.5
|
|
||
(-) Realized Principal Investment Income
|
4.6
|
|
|
2.5
|
|
||
(+) Net Interest
|
2.9
|
|
|
2.0
|
|
||
(=) Fee Related Earnings
|
$
|
12.5
|
|
|
$
|
9.2
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in millions)
|
||
Distributable earnings, March 31, 2018
|
$
|
10.2
|
|
Increases (decreases):
|
|
||
Increase in fee related earnings
|
3.3
|
|
|
Decrease in realized net performance revenues
|
(0.5
|
)
|
|
Increase in realized principal investment income
|
2.1
|
|
|
Increase in net interest
|
(0.9
|
)
|
|
Total increase
|
4.0
|
|
|
Distributable earnings, March 31, 2019
|
$
|
14.2
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in millions)
|
||
Fee related earnings, March 31, 2018
|
$
|
9.2
|
|
Increases (decreases):
|
|
||
Increase in fee revenues
|
17.3
|
|
|
Increase in cash-based compensation and benefits
|
(12.6
|
)
|
|
Increase in general, administrative and other indirect expenses
|
(0.7
|
)
|
|
All other changes
|
(0.7
|
)
|
|
Total increase
|
3.3
|
|
|
Fee related earnings, March 31, 2019
|
$
|
12.5
|
|
|
As of March 31,
|
||||||
|
2019
|
|
2018
|
||||
Global Credit
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM (1)
|
|
|
|
||||
Fee-earning AUM based on capital commitments
|
$
|
7,403
|
|
|
$
|
5,026
|
|
Fee-earning AUM based on invested capital
|
2,174
|
|
|
1,627
|
|
||
Fee-earning AUM based on collateral balances, at par
|
23,713
|
|
|
19,049
|
|
||
Fee-earning AUM based on net asset value
|
1,024
|
|
|
80
|
|
||
Fee-earning AUM based on other (2)
|
2,230
|
|
|
2,048
|
|
||
Total Fee-earning AUM
|
$
|
36,544
|
|
|
$
|
27,830
|
|
Weighted Average Management Fee Rates (3)
|
|
|
|
||||
All Funds, excluding CLOs
|
1.22
|
%
|
|
1.35
|
%
|
(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, |
||||||
|
2019
|
|
2018
|
||||
Global Credit
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
35,152
|
|
|
$
|
27,262
|
|
Inflows, including Fee-paying Commitments (1)
|
1,324
|
|
|
852
|
|
||
Outflows, including Distributions (2)
|
(70
|
)
|
|
(408
|
)
|
||
Market Appreciation/(Depreciation) (3)
|
(5
|
)
|
|
(1
|
)
|
||
Foreign Exchange and other (4)
|
143
|
|
|
125
|
|
||
Balance, End of Period
|
$
|
36,544
|
|
|
$
|
27,830
|
|
(1)
|
Inflows represent limited partner capital raised and capital invested by our carry funds and CLO's, as well as 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, reductions for funds that are no longer calling fees, gross redemptions in our open-ended funds, and runoff of CLO collateral balances.
|
(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)
|
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.
|
|
Three Months Ended
March 31, 2019 |
||
|
(Dollars in millions)
|
||
Global Credit
|
|
||
Total AUM Rollforward
|
|
||
Balance, Beginning of Period
|
$
|
44,417
|
|
New Commitments (1)
|
1,550
|
|
|
Outflows (2)
|
(536
|
)
|
|
Market Appreciation/(Depreciation) (3)
|
243
|
|
|
Foreign Exchange Gain/(Loss) (4)
|
(147
|
)
|
|
Other (5)
|
117
|
|
|
Balance, End of Period
|
$
|
45,644
|
|
(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, gross redemptions in our open-ended funds, and 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, 2019
|
||||||||||||
|
Fund
Vintage (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
|
2007
|
$
|
1,352.3
|
|
$
|
1,352.3
|
|
$
|
2,486.0
|
|
1.8x
|
17
|
%
|
11
|
%
|
CSP III
|
2011
|
$
|
702.8
|
|
$
|
702.8
|
|
$
|
1,167.8
|
|
1.7x
|
28
|
%
|
18
|
%
|
CEMOF I
|
2011
|
$
|
1,382.5
|
|
$
|
1,600.9
|
|
$
|
1,354.2
|
|
0.8x
|
Neg
|
|
Neg
|
|
All Other Funds (8)
|
Various
|
|
|
$
|
2,321.3
|
|
$
|
3,415.4
|
|
1.5x
|
14
|
%
|
9
|
%
|
|
Coinvestment and SMA's (9)
|
Various
|
|
|
$
|
493.2
|
|
$
|
375.2
|
|
0.8x
|
NM
|
|
NM
|
|
|
Total Fully Invested Funds
|
$
|
6,470.4
|
|
$
|
8,798.6
|
|
1.4x
|
12
|
%
|
6
|
%
|
||||
Funds in the Investment Period (7)
|
|
|
|
|
|
||||||||||
CSP IV
|
2016
|
$
|
2,500.0
|
|
$
|
942.4
|
|
$
|
1,229.9
|
|
1.3x
|
NM
|
|
NM
|
|
CEMOF II
|
2015
|
$
|
2,819.2
|
|
$
|
1,103.1
|
|
$
|
1,255.0
|
|
1.1x
|
NM
|
|
NM
|
|
CCOF
|
2017
|
$
|
1,418.3
|
|
$
|
627.9
|
|
$
|
665.1
|
|
1.1x
|
NM
|
|
NM
|
|
All Other Funds
|
Various
|
|
|
$
|
920.0
|
|
$
|
1,042.5
|
|
1.1x
|
NM
|
|
NM
|
|
|
Coinvestment and SMA's (9)
|
Various
|
|
|
$
|
572.5
|
|
$
|
673.9
|
|
1.2x
|
NM
|
|
NM
|
|
|
Total Funds in the Investment Period
|
|
|
|
$
|
4,165.9
|
|
$
|
4,866.5
|
|
1.2x
|
NM
|
|
NM
|
|
|
TOTAL Global Credit
|
|
|
$
|
10,636.3
|
|
$
|
13,665.1
|
|
1.3x
|
13
|
%
|
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, CASCOF, SASOF II, and SASOF III.
|
(9)
|
Includes coinvestments, separately managed accounts (SMA’s) and certain other stand-alone investments arranged by us.
|
(10)
|
For funds marked “NM,” IRR may be positive or negative, but is considered not meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end.
|
|
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, 2019
|
|
|
|
|
||||||
Global Credit
|
|
(Reported in Local Currency, in Millions)
|
|
|
|
|
||||||
CEMOF II
|
$
|
1,084.6
|
|
1.0x
|
1.1x
|
39%
|
|
|
100%
|
Dec-15
|
14
|
Feb-20
|
CSP IV
|
$
|
731.4
|
|
1.2x
|
1.3x
|
38%
|
X
|
|
100%
|
Feb-17
|
9
|
Dec-20
|
CEMOF I
|
$
|
623.3
|
|
0.5x
|
0.8x
|
116%
|
|
|
100%
|
Dec-10
|
34
|
Dec-15
|
CCOF
|
$
|
600.5
|
|
1.0x
|
1.1x
|
44%
|
X
|
|
n/a
|
Oct-17
|
6
|
Jun-22
|
CSP III
|
$
|
319.8
|
|
1.2x
|
1.7x
|
100%
|
X
|
X
|
80%
|
Dec-11
|
30
|
Aug-15
|
All Other Funds (8)
|
$
|
1,111.1
|
|
1.4x
|
1.5x
|
|
NM
|
NM
|
|
|
|
|
Coinvestment and SMA's (9)
|
$
|
827.3
|
|
0.7x
|
1.0x
|
|
NM
|
NM
|
|
|
|
|
Total Global Credit
|
$
|
5,297.9
|
|
0.9x
|
1.3x
|
|
|
|
|
|
|
|
(1)
|
Remaining Fair Value reflects the unrealized carrying value of investments in carry funds and related co-investment vehicles. Significant funds with remaining fair value of greater than $100 million are listed individually.
|
(2)
|
Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by remaining investment cost.
|
(3)
|
Total MOIC represents total fair value (realized proceeds combined with remaining fair value), before management fees, expenses and carried interest, divided by cumulative invested capital. For certain funds, represents the original cost of investments net of investment-level recallable proceeds, which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC.
|
(4)
|
Represents cumulative invested capital as of the reporting period divided by total commitments. Amount can be greater than 100% due to the re-investment of recallable distributions to fund investors.
|
(5)
|
Fund has a net accrued performance revenue balance/(giveback obligation) as of the current quarter end, driven by a significant portion of the fund’s asset base.
|
(6)
|
Fund has generated realized net performance revenues/(realized giveback) in the last twelve months.
|
(7)
|
Represents the date of the first capital contribution for management fees.
|
(8)
|
Aggregate includes the following funds: CSP I, CSP II, CMP I, CMP II, CSC, CASCOF, SASOF II, SASOF III, and SASOF IV. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.
|
(9)
|
Includes co-investments, prefund investments, separately managed accounts (SMA’s) and certain other stand-alone investments arranged by us. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.
|
|
Three Months Ended
March 31, 2019 |
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Segment Revenues
|
|
|
|
||||
Fund level fee revenues
|
|
|
|
||||
Fund management fees
|
$
|
39.4
|
|
|
$
|
40.3
|
|
Portfolio advisory fees, net and other
|
—
|
|
|
0.2
|
|
||
Transaction fees, net
|
—
|
|
|
—
|
|
||
Total fund level fee revenues
|
39.4
|
|
|
40.5
|
|
||
Realized performance revenues
|
20.9
|
|
|
14.1
|
|
||
Realized principal investment income
|
0.2
|
|
|
0.1
|
|
||
Interest income
|
0.5
|
|
|
0.5
|
|
||
Total revenues
|
61.0
|
|
|
55.2
|
|
||
Segment Expenses
|
|
|
|
||||
Compensation and benefits
|
|
|
|
||||
Cash-based compensation and benefits
|
23.2
|
|
|
23.2
|
|
||
Realized performance revenues related compensation
|
19.8
|
|
|
12.6
|
|
||
Total compensation and benefits
|
43.0
|
|
|
35.8
|
|
||
General, administrative, and other indirect expenses
|
8.3
|
|
|
8.0
|
|
||
Depreciation and amortization expense
|
1.4
|
|
|
1.1
|
|
||
Interest expense
|
1.9
|
|
|
1.6
|
|
||
Total expenses
|
54.6
|
|
|
46.5
|
|
||
(=) Distributable Earnings
|
$
|
6.4
|
|
|
$
|
8.7
|
|
(-) Realized Net Performance Revenues
|
1.1
|
|
|
1.5
|
|
||
(-) Realized Principal Investment Income
|
0.2
|
|
|
0.1
|
|
||
(+) Net Interest
|
1.4
|
|
|
1.1
|
|
||
(=) Fee Related Earnings
|
$
|
6.5
|
|
|
$
|
8.2
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in millions)
|
||
Distributable earnings, March 31, 2018
|
$
|
8.7
|
|
Increases (decreases):
|
|
||
Decrease in fee related earnings
|
(1.7
|
)
|
|
Decrease in realized net performance revenues
|
(0.4
|
)
|
|
Increase in realized principal investment income
|
0.1
|
|
|
Increase in net interest
|
(0.3
|
)
|
|
Total decrease
|
(2.3
|
)
|
|
Distributable earnings, March 31, 2019
|
$
|
6.4
|
|
|
Three Months Ended
March 31, |
||
|
(Dollars in millions)
|
||
Fee related earnings, March 31, 2018
|
$
|
8.2
|
|
Increases (decreases):
|
|
||
Decrease in fee revenues
|
(1.1
|
)
|
|
Increase in general, administrative and other indirect expenses
|
(0.3
|
)
|
|
All other changes
|
(0.3
|
)
|
|
Total decrease
|
(1.7
|
)
|
|
Fee related earnings, March 31, 2019
|
$
|
6.5
|
|
|
As of March 31,
|
||||||
|
2019
|
|
2018
|
||||
Investment Solutions
|
(Dollars in millions)
|
||||||
Components of Fee-earning AUM (1)
|
|
|
|
||||
Fee-earning AUM based on capital commitments
|
$
|
11,978
|
|
|
$
|
10,543
|
|
Fee-earning AUM based on invested capital (2)
|
1,573
|
|
|
1,312
|
|
||
Fee-earning AUM based on net asset value
|
850
|
|
|
1,002
|
|
||
Fee-earning AUM based on lower of cost or fair market value
|
14,269
|
|
|
17,657
|
|
||
Total Fee-earning AUM
|
$
|
28,670
|
|
|
$
|
30,514
|
|
(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, |
||||||
|
2019
|
|
2018
|
||||
Investment Solutions
|
(Dollars in millions)
|
||||||
Fee-earning AUM Rollforward
|
|
|
|
||||
Balance, Beginning of Period
|
$
|
29,065
|
|
|
$
|
30,150
|
|
Inflows, including Fee-paying Commitments (1)
|
1,189
|
|
|
1,126
|
|
||
Outflows, including Distributions (2)
|
(1,120
|
)
|
|
(1,230
|
)
|
||
Market Appreciation/(Depreciation) (3)
|
(70
|
)
|
|
(92
|
)
|
||
Foreign Exchange and other (4)
|
(394
|
)
|
|
560
|
|
||
Balance, End of Period
|
$
|
28,670
|
|
|
$
|
30,514
|
|
(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 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, 2019 |
||
|
(Dollars in millions)
|
||
Investment Solutions
|
|
||
Total AUM Rollforward
|
|
||
Balance, Beginning of Period
|
$
|
45,654
|
|
New Commitments (1)
|
1,193
|
|
|
Outflows (2)
|
(1,987
|
)
|
|
Market Appreciation/(Depreciation) (3)
|
1,301
|
|
|
Foreign Exchange Gain/(Loss) (4)
|
(650
|
)
|
|
Other (5)
|
(90
|
)
|
|
Balance, End of Period
|
$
|
45,421
|
|
(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 and separately managed accounts. 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, 2018) as provided by their general partners, plus the net cash flows since the latest valuation, up to March 31, 2019.
|
(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, 2019
|
||||||||||||
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
|
|
€
|
4,348.6
|
|
€
|
7,147.6
|
|
1.6x
|
12
|
%
|
11
|
%
|
Main Fund II - Fund Investments
|
|
2003
|
€
|
4,545.0
|
|
€
|
4,932.9
|
|
€
|
7,973.5
|
|
1.6x
|
10
|
%
|
10
|
%
|
Main Fund III - Fund Investments
|
|
2005
|
€
|
11,500.0
|
|
€
|
13,150.2
|
|
€
|
21,609.1
|
|
1.6x
|
10
|
%
|
10
|
%
|
Main Fund IV - Fund Investments
|
|
2009
|
€
|
4,877.3
|
|
€
|
5,373.5
|
|
€
|
9,341.2
|
|
1.7x
|
17
|
%
|
16
|
%
|
Main Fund V - Fund Investments
|
|
2012
|
€
|
5,080.0
|
|
€
|
4,851.1
|
|
€
|
6,948.5
|
|
1.4x
|
15
|
%
|
14
|
%
|
Main Fund VI - Fund Investments
|
|
2015
|
€
|
1,106.4
|
|
€
|
736.3
|
|
€
|
915.1
|
|
1.2x
|
17
|
%
|
16
|
%
|
Main Fund I - Secondary Investments
|
|
2002
|
€
|
519.4
|
|
€
|
487.1
|
|
€
|
921.8
|
|
1.9x
|
58
|
%
|
54
|
%
|
Main Fund II - Secondary Investments
|
|
2003
|
€
|
998.4
|
|
€
|
1,030.1
|
|
€
|
1,881.4
|
|
1.8x
|
27
|
%
|
26
|
%
|
Main Fund III - Secondary Investments
|
|
2006
|
€
|
2,250.0
|
|
€
|
2,411.0
|
|
€
|
3,706.6
|
|
1.5x
|
11
|
%
|
10
|
%
|
Main Fund IV - Secondary Investments
|
|
2010
|
€
|
1,859.1
|
|
€
|
1,975.9
|
|
€
|
3,365.6
|
|
1.7x
|
19
|
%
|
18
|
%
|
Main Fund V - Secondary Investments
|
|
2011
|
€
|
4,272.8
|
|
€
|
4,120.0
|
|
€
|
6,762.0
|
|
1.6x
|
21
|
%
|
20
|
%
|
Main Fund II - Co-Investments
|
|
2003
|
€
|
1,090.0
|
|
€
|
921.2
|
|
€
|
2,552.2
|
|
2.8x
|
44
|
%
|
42
|
%
|
Main Fund III - Co-Investments
|
|
2006
|
€
|
2,760.0
|
|
€
|
2,855.6
|
|
€
|
4,036.1
|
|
1.4x
|
5
|
%
|
5
|
%
|
Main Fund IV - Co-Investments
|
|
2010
|
€
|
1,475.0
|
|
€
|
1,378.7
|
|
€
|
3,699.1
|
|
2.7x
|
24
|
%
|
22
|
%
|
Main Fund V - Co-Investments
|
|
2012
|
€
|
1,122.2
|
|
€
|
1,048.8
|
|
€
|
2,481.4
|
|
2.4x
|
29
|
%
|
27
|
%
|
Main Fund VI - Co-Investments
|
|
2014
|
€
|
1,114.6
|
|
€
|
955.2
|
|
€
|
1,938.2
|
|
2.0x
|
29
|
%
|
26
|
%
|
Main Fund II - Mezzanine Investments
|
|
2004
|
€
|
700.0
|
|
€
|
773.7
|
|
€
|
1,069.0
|
|
1.4x
|
8
|
%
|
7
|
%
|
Main Fund III - Mezzanine Investments
|
|
2006
|
€
|
2,000.0
|
|
€
|
2,016.1
|
|
€
|
2,720.7
|
|
1.3x
|
10
|
%
|
9
|
%
|
All Other Funds (9)
|
|
Various
|
|
€
|
2,910.0
|
|
€
|
3,975.8
|
|
1.4x
|
14
|
%
|
11
|
%
|
||
Total Fully Committed Funds
|
|
|
|
€
|
56,276.0
|
|
€
|
93,044.7
|
|
1.7x
|
13
|
%
|
12
|
%
|
||
Funds in the Commitment Period (5)
|
|
|
|
|
|
|
|
|
||||||||
Main Fund VI - Secondary Investments
|
|
2017
|
€
|
5,200.0
|
|
€
|
2,158.3
|
|
€
|
2,357.0
|
|
1.1x
|
NM
|
|
NM
|
|
Main Fund VII - Co-Investments
|
|
2017
|
€
|
2,500.2
|
|
€
|
928.2
|
|
€
|
1,041.4
|
|
1.1x
|
NM
|
|
NM
|
|
All Other Funds (9)
|
|
Various
|
|
|
€
|
936.6
|
|
€
|
1,036.9
|
|
1.1x
|
13
|
%
|
11
|
%
|
|
Total Funds in the Commitment Period
|
|
|
|
€
|
4,023.0
|
|
€
|
4,435.3
|
|
1.1x
|
12
|
%
|
7
|
%
|
||
TOTAL ALPINVEST
|
|
|
|
€
|
60,299.1
|
|
€
|
97,480.0
|
|
1.6x
|
13
|
%
|
12
|
%
|
||
TOTAL ALPINVEST (USD) (11)
|
|
|
|
$
|
67,668.1
|
|
$
|
109,392.9
|
|
1.6x
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Metropolitan Real Estate
|
|
|
|
|
|
|
|
|
|
|
||||||
Fully Committed Funds (5)
|
|
Various
|
|
$
|
3,050.0
|
|
$
|
3,989.8
|
|
1.3x
|
7
|
%
|
4
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
MRE Secondaries Fund II
|
|
2017
|
$
|
1,163.0
|
|
$
|
162.6
|
|
$
|
185.4
|
|
1.1x
|
NM
|
|
NM
|
|
All Other Funds in the Commitment Period
|
|
Various
|
|
$
|
116.2
|
|
$
|
125.2
|
|
1.1x
|
NM
|
|
NM
|
|
||
Funds in the Commitment Period (5)
|
|
|
|
$
|
278.8
|
|
$
|
310.5
|
|
1.1x
|
13
|
%
|
2
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
TOTAL METROPOLITAN REAL ESTATE
|
|
|
|
$
|
3,328.8
|
|
$
|
4,300.3
|
|
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. Main Fund line items for each strategy reflect aggregated amounts and performance for commingled funds and associated managed accounts or mandates. Excluded from the performance information shown are a) investments that were not originated by AlpInvest, and b) Direct Investments, which was spun off from AlpInvest in 2005. As of March 31, 2019, these excluded investments represent $0.2 billion of AUM at AlpInvest.
|
(2)
|
Represents the original cost of investments since inception of the fund.
|
(3)
|
Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest.
|
(4)
|
Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.
|
(5)
|
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 IX - Fund Investments, Main Fund I - Co-Investments, Main Fund I - Mezzanine Investments, Main Fund IV - Mezzanine Investments, Main Fund V - Mezzanine Investments, AlpInvest CleanTech Funds and funds which are not included as part of a main fund.
|
(10)
|
For funds marked “NM,” IRR may be positive or negative, but is considered not meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end.
|
(11)
|
Represents the U.S. dollar equivalent balance translated at the spot rate as of period end.
|
Asset Class
|
Accrued
Performance Allocations
|
|
Accrued
Giveback
Obligation
|
|
Net Accrued
Performance
Revenues
|
||||||
|
(Dollars in millions)
|
||||||||||
Corporate Private Equity
|
$
|
2,068.7
|
|
|
$
|
(5.0
|
)
|
|
$
|
2,063.7
|
|
Real Assets
|
749.7
|
|
|
(58.2
|
)
|
|
691.5
|
|
|||
Global Credit
|
128.8
|
|
|
—
|
|
|
128.8
|
|
|||
Investment Solutions
|
758.6
|
|
|
—
|
|
|
758.6
|
|
|||
Total
|
$
|
3,705.8
|
|
|
$
|
(63.2
|
)
|
|
$
|
3,642.6
|
|
Plus: Accrued performance allocations from NGP Carry Funds
|
|
155.7
|
|
||||||||
Less: Accrued performance allocation-related compensation
|
|
(1,947.0
|
)
|
||||||||
Plus: Receivable for giveback obligations from current and former employees
|
|
1.5
|
|
||||||||
Less: Deferred taxes on accrued performance allocations
|
|
(63.0
|
)
|
||||||||
Less: Net accrued performance allocations attributable to non-controlling interests in consolidated entities
|
|
16.0
|
|
||||||||
Net accrued performance revenues before timing differences
|
|
1,805.8
|
|
||||||||
Less/Plus: Timing differences between the period when accrued performance allocations are realized
and the period they are collected/distributed
|
|
22.4
|
|
||||||||
Net accrued performance revenues attributable to Carlyle Holdings
|
|
$
|
1,828.2
|
|
|
Carry Fund Appreciation/(Depreciation)
(1)
|
Net Accrued Performance Revenues
|
||||||||||||||||
|
Q1 2018
|
|
Q2 2018
|
|
Q3 2018
|
|
Q4 2018
|
|
Q1 2019
|
|
||||||||
Overall Carry Fund Appreciation/(Depreciation)
|
3
|
%
|
|
5
|
%
|
|
3
|
%
|
|
(2
|
)%
|
|
3
|
%
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Corporate Private Equity
|
4
|
%
|
|
3
|
%
|
|
1
|
%
|
|
(2
|
)%
|
|
3
|
%
|
|
$
|
1,124.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real Assets:
|
2
|
%
|
|
7
|
%
|
|
3
|
%
|
|
(7
|
)%
|
|
3
|
%
|
|
$
|
547.6
|
|
Real Estate
|
1
|
%
|
|
5
|
%
|
|
3
|
%
|
|
(1
|
)%
|
|
5
|
%
|
|
305.4
|
|
|
Natural Resources
|
2
|
%
|
|
9
|
%
|
|
3
|
%
|
|
(7
|
)%
|
|
3
|
%
|
|
241.0
|
|
|
Legacy Energy
|
2
|
%
|
|
4
|
%
|
|
4
|
%
|
|
(16
|
)%
|
|
0
|
%
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Global Credit Carry Funds
|
2
|
%
|
|
3
|
%
|
|
1
|
%
|
|
(2
|
)%
|
|
5
|
%
|
|
72.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Investment Solutions Carry Funds
|
4
|
%
|
|
8
|
%
|
|
5
|
%
|
|
2
|
%
|
|
3
|
%
|
|
83.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Accrued Performance Revenues
|
|
|
|
|
|
|
|
|
|
|
$
|
1,828.2
|
|
|
Investments in Carlyle Funds
|
|
Investments in NGP
(1)
|
|
Investment in Fortitude Re
(1)
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Investments, excluding performance allocations
|
$
|
1,264.6
|
|
|
$
|
544.2
|
|
|
$
|
721.9
|
|
|
$
|
2,530.7
|
|
Less: Amounts attributable to non-controlling interests in consolidated entities
|
(288.3
|
)
|
|
—
|
|
|
—
|
|
|
(288.3
|
)
|
||||
Plus: Investments in Consolidated Funds, eliminated in consolidation
|
164.1
|
|
|
—
|
|
|
—
|
|
|
164.1
|
|
||||
Less: Strategic equity method investments in NGP Management
|
—
|
|
|
(388.5
|
)
|
|
—
|
|
|
(388.5
|
)
|
||||
Less: Investment in NGP general partners - accrued performance allocations
|
—
|
|
|
(155.7
|
)
|
|
—
|
|
|
(155.7
|
)
|
||||
Less: Mark-to-market gains associated with strategic equity method investment in Fortitude Re
|
—
|
|
|
—
|
|
|
(275.5
|
)
|
|
(275.5
|
)
|
||||
Total investments attributable to Carlyle Holdings, exclusive of NGP Management
|
$
|
1,140.4
|
|
|
$
|
—
|
|
|
$
|
446.4
|
|
|
$
|
1,586.8
|
|
Adjusted investment in Fortitude Re
|
$
|
446.4
|
|
Investments in Carlyle Funds, excluding CLOs:
|
|
||
Corporate Private Equity funds
|
376.4
|
|
|
Real Assets funds
(1)
|
189.3
|
|
|
Global Credit funds
|
89.7
|
|
|
Investment Solutions funds
|
25.2
|
|
|
Total investments in Carlyle Funds, excluding CLOs
|
680.6
|
|
|
Investments in CLOs
|
452.2
|
|
|
Other investments
|
7.6
|
|
|
Total investments attributable to Carlyle Holdings
|
1,586.8
|
|
|
CLO loans attributable to Carlyle Holdings
(2)
|
(310.2
|
)
|
|
Total investments attributable to Carlyle Holdings, net of CLO loans
|
$
|
1,276.6
|
|
•
|
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.
|
Preferred Unit Distributions
|
||||||||
Distribution per Preferred Unit
|
Distribution to Preferred Unitholders
|
Distribution Year
|
Record Date
|
Payment Date
|
||||
(Dollars in millions, except per unit data)
|
||||||||
$
|
0.367188
|
|
$
|
5.9
|
|
2019
|
March 1, 2019
|
March 15, 2019
|
0.367188
|
|
5.9
|
|
2019
|
June 1, 2019
|
June 17, 2019
|
||
$
|
0.734376
|
|
$
|
11.8
|
|
|
|
|
Preferred Unit Distributions
|
||||||||
Distribution per Preferred Unit
|
Distribution to Preferred Unitholders
|
Distribution Year
|
Record Date
|
Payment Date
|
||||
(Dollars in millions, except per unit data)
|
||||||||
$
|
0.367188
|
|
$
|
5.9
|
|
2018
|
March 1, 2018
|
March 15, 2018
|
0.367188
|
|
5.9
|
|
2018
|
June 1, 2018
|
June 15, 2018
|
||
0.367188
|
|
5.9
|
|
2018
|
September 1, 2018
|
September 17, 2018
|
||
0.367188
|
|
5.9
|
|
2018
|
December 1, 2018
|
December 17, 2018
|
||
$
|
1.468752
|
|
$
|
23.6
|
|
|
|
|
•
|
first, we will cause Carlyle Holdings to make distributions to its partners, including The Carlyle Group L.P.’s wholly owned subsidiaries. If Carlyle Holdings makes such distributions, the limited partners of Carlyle Holdings will be entitled to receive equivalent distributions pro rata based on their partnership interests in Carlyle Holdings;
|
•
|
second, we will cause The Carlyle Group L.P.’s wholly owned subsidiaries to distribute to The Carlyle Group L.P. their share of such distributions, net of taxes and amounts payable under the tax receivable agreement by such wholly owned subsidiaries; and
|
•
|
third, The Carlyle Group L.P. will distribute its net share of such distributions to our common unitholders on a pro rata basis.
|
Asset Class
|
Unfunded
Commitment
|
||
Corporate Private Equity
|
$
|
2,504.6
|
|
Real Assets
|
983.4
|
|
|
Global Credit
|
435.5
|
|
|
Investment Solutions
|
130.8
|
|
|
Total
|
$
|
4,054.3
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Statements of Cash Flows Data
|
|
|
|
||||
Net cash provided by (used in) operating activities, including investments in Carlyle funds
|
$
|
341.0
|
|
|
$
|
(22.6
|
)
|
Net cash used in investing activities
|
(7.1
|
)
|
|
(4.7
|
)
|
||
Net cash provided by (used in) financing activities
|
(251.8
|
)
|
|
54.8
|
|
||
Effect of foreign exchange rate changes
|
7.7
|
|
|
21.7
|
|
||
Net change in cash, cash equivalents and restricted cash
|
$
|
89.8
|
|
|
$
|
49.2
|
|
|
Apr. 1, 2019 to
Dec. 31, 2019 |
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
|
Total
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Debt obligations (including senior notes)
(1)
|
$
|
13.5
|
|
|
$
|
24.4
|
|
|
$
|
365.9
|
|
|
$
|
1,137.9
|
|
|
$
|
1,541.7
|
|
Interest payable
(2)
|
61.6
|
|
|
150.6
|
|
|
134.8
|
|
|
1,137.3
|
|
|
1,484.3
|
|
|||||
Other consideration
(3)
|
10.2
|
|
|
2.8
|
|
|
75.0
|
|
|
170.0
|
|
|
258.0
|
|
|||||
Operating lease obligations
(4)
|
47.6
|
|
|
95.3
|
|
|
100.9
|
|
|
455.6
|
|
|
699.4
|
|
|||||
Capital commitments to Carlyle funds
(5)
|
4,054.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,054.3
|
|
|||||
Tax receivable agreement payments
(6)
|
—
|
|
|
—
|
|
|
25.8
|
|
|
76.6
|
|
|
102.4
|
|
|||||
Loans payable of Consolidated Funds
(7)
|
43.5
|
|
|
115.6
|
|
|
115.5
|
|
|
4,173.0
|
|
|
4,447.6
|
|
|||||
Unfunded commitments of the CLOs
(8)
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|||||
Consolidated contractual obligations
|
4,234.7
|
|
|
388.7
|
|
|
817.9
|
|
|
7,150.4
|
|
|
12,591.7
|
|
|||||
Loans payable of Consolidated Funds
(7)
|
(43.5
|
)
|
|
(115.6
|
)
|
|
(115.5
|
)
|
|
(4,173.0
|
)
|
|
(4,447.6
|
)
|
|||||
Capital commitments to Carlyle funds
(5)
|
(3,478.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,478.0
|
)
|
|||||
Unfunded commitments of the CLOs
(8)
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|||||
Carlyle Operating Entities contractual obligations
|
$
|
709.2
|
|
|
$
|
273.1
|
|
|
$
|
702.4
|
|
|
$
|
2,977.4
|
|
|
$
|
4,662.1
|
|
(1)
|
The table above assumes that no prepayments are made on the promissory notes or senior notes and that any outstanding balance on the senior credit facility is repaid on the maturity date of the senior credit facility, which is February 11, 2024. The CLO term loans are included in the table above based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved. See Note
5
to the unaudited condensed consolidated financial statements for the various maturity dates of the CLO term loans, promissory notes and senior notes.
|
(2)
|
The interest rates on the debt obligations as of
March 31, 2019
consist of: 5.650% on $350.0 million of senior notes, 3.875% on $250.0 million of senior notes, 5.625% on $600.0 million of senior notes, a range of approximately 1.75% to 4.69% for our CLO term loans, and approximately
4.79%
on
$13.5 million
of our outstanding settlement promissory notes. Interest payments assume that no prepayments are made and loans are held until maturity with the exception of the CLO term loans, which are based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved. The total interest payable on our debt obligations for all future periods was $1.5 billion as of December 31, 2018.
|
(3)
|
These obligations represent our estimate of amounts to be paid associated with our business acquisitions and other obligations, including $150.0 million related to our acquisition of Carlyle Aviation Partners and up to $95.0 million related to our investment in Fortitude Re (see Note
4
) and other obligations.
|
(4)
|
We lease office space in various countries around the world and maintain our headquarters in Washington, D.C., where in June 2018, we entered into an amended non-cancelable lease agreement expiring on March 31, 2030. In July 2018, we entered into a new non-cancelable lease agreement expiring in 2036 for new office space in New York City. Our office leases in other locations expire in various years from 2019 through 2032. The amounts in this table represent the minimum lease payments required over the term of the lease.
|
(5)
|
These obligations generally represent commitments by us to fund a portion of the purchase price paid for each investment made by our funds. These amounts are generally due on demand and are therefore presented in the less than one year category. A substantial majority of these investments is expected to be funded by senior Carlyle professionals and other professionals through our internal co-investment program. Of the
$4.1 billion
of unfunded commitments, approximately
$3.5 billion
is subscribed individually by senior Carlyle professionals, advisors and other professionals, with the balance funded directly by the Partnership.
|
(6)
|
Represents obligations by the Partnership’s corporate taxpayers to make payments under the tax receivable agreement. These obligations are more than offset by the future cash savings that the corporate taxpayers are expected to realize. 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 are subject to change based on any future authoritative guidance under the 2017 Tax Cuts and Jobs Act.
|
(7)
|
These obligations represent amounts due to holders of debt securities issued by the consolidated CLO vehicles. These obligations include interest to be paid on debt securities issued by the consolidated CLO vehicles. Interest payments assume that no prepayments are made and loans are held until maturity. For debt securities with rights only to the residual value of the CLO and no stated interest, no interest payments were included in this calculation. Interest payments on variable-rate debt securities are based on interest rates in effect as of
March 31, 2019
, at spreads to market rates pursuant to the debt agreements, and range from 0.40% to 7.75%.
|
(8)
|
These obligations represent commitments of the CLOs to fund certain investments. These amounts are generally due on demand and are therefore presented in the less than one year category.
|
|
Units as of December 31, 2018
|
|
Units Issued - DRUs
|
|
Units
Forfeited |
|
Units
Exchanged |
|
Units Repurchased / Retired
|
|
Units as of March 31, 2019
|
||||||
The Carlyle Group L.P. common units
|
107,746,443
|
|
|
2,744,494
|
|
|
—
|
|
|
182,664
|
|
|
(568,048
|
)
|
|
110,105,553
|
|
Carlyle Holdings partnership units
|
230,977,836
|
|
|
—
|
|
|
—
|
|
|
(182,664
|
)
|
|
—
|
|
|
230,795,172
|
|
Total
|
338,724,279
|
|
|
2,744,494
|
|
|
—
|
|
|
—
|
|
|
(568,048
|
)
|
|
340,900,725
|
|
Period
|
(a) Total number of units
purchased
|
(b) Average price paid per unit
|
(c) Total number of units purchased as part of publicly announced plans or programs
|
(d) Maximum number (or approximate dollar value) of units that may yet be purchased under the plans or programs
|
||||||
(Dollars in millions, except unit and per unit data)
|
||||||||||
January 1, 2019 to
January 31, 2019
(1)
|
—
|
|
$
|
—
|
|
—
|
|
$
|
200.0
|
|
|
|
|
|
|
||||||
February 1, 2019 to
February 28, 2019
(1)(2)
|
311,429
|
|
$
|
18.58
|
|
311,429
|
|
$
|
194.2
|
|
|
|
|
|
|
||||||
March 1, 2019 to
March 31, 2019
(1),(2)
|
256,619
|
|
$
|
18.09
|
|
256,619
|
|
$
|
189.6
|
|
Total
|
568,048
|
|
|
568,048
|
|
|
Exhibit No.
|
Description
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
10.1*+
|
|
|
|
10.2*+
|
|
|
|
10.3*+
|
|
|
|
10.4
|
|
|
|
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, 2019
|
|
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:
|
|
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 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.
|
(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:
|
Number of DRUs:
|
|
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.
|
“
Good Reason
” shall have the meaning set forth in the Employment Agreement.
|
f.
|
“
Performance Multiplier
” shall mean the relevant multiplier, between [__] % and [__]%, applied to the Target DRU Award based on actual performance of the relevant performance metrics during the Performance Period, as set forth on
Exhibit A
.
|
g.
|
“
Performance Period
” shall mean [_____] through [_____].
|
h.
|
“
Qualifying Event
” shall mean, during the Participant’s Services with the Partnership and its Affiliates, the Participant’s death or Disability.
|
i.
|
“
Restrictive Covenant Agreement
” shall mean any agreement, including, without limitation, this Award Agreement, and any attachments or schedules thereto, entered into by and between the Participant and the 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.
|
j.
|
“
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).
|
k.
|
“
Target DRU Award
” shall mean the target number of DRUs that are eligible to vest pursuant to
Exhibit A
.
|
l.
|
“
Vested DRUs
” shall mean those DRUs which have become vested (x) determined by multiplying the Target DRU Award by the Performance Multiplier pursuant to
Exhibit A
or (y) otherwise pursuant to the Plan. For the avoidance of doubt, the Vested DRUs may be a number lesser than or greater than the Target DRU Award.
|
m.
|
“
Vesting Date
” shall mean 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 last year of the Performance Period.
|
Performance Period
|
Target DRU Award
|
Performance Measurement Exhibit
|
|
|
|
I.
|
Definitions
. Capitalized terms not otherwise defined in the Plan or the Agreement have the following meanings:
|
a.
|
“
Beginning Stock Price
” means for any company the volume weighted average trading price of the company's common equity interests over the first [__] consecutive trading days of the Performance Period. In the case of the Partnership, such beginning stock price is $[____].
|
b.
|
“
Ending Stock Price
” means for any company the volume weighted average trading price of the company's common equity interests over the [__] consecutive trading-day period ending [_____].
|
c.
|
“
Comparison Group
” means the companies in the S&P 500 Financials Index as of the first day of the Performance Period. Any company in the Comparison Group that ceases to be publicly held during the Performance Period (i) due to bankruptcy, liquidation or reorganization, shall remain in the Comparison Group for purposes of calculation of Relative TSR (with such company deemed to have a Total Shareholder Return of -100% and ranked at the bottom of the Comparison Group) or (ii) due to a merger, sale, acquisition, business combination or other similar event, shall be excluded from the Comparison Group for purposes of calculation of Relative TSR.
|
d.
|
“
Performance Period
” means [_____] through [_____].
|
e.
|
“
Relative TSR
” means the Partnership’s Total Shareholder Return percentile ranking within the Comparison Group. The Total Shareholder Return percentile ranking within the Comparison Group shall be calculated as follows. Following the end of the Performance Period, the Board of Directors shall calculate (a) the Partnership’s Total Shareholder Return for the Performance Period and (b) the Total Shareholder Return for the companies that are within the Comparison Group for the Performance Period. The Partnership’s Total Shareholder Return percentile rank will be determined by ranking the companies in the Comparison Group from highest to lowest according to their respective Total Shareholder Return, then calculating the percentile ranking of the Partnership relative to the other companies in the Comparison Group.
|
f.
|
“
Total Shareholder Return
” or “
TSR
” means: (i) the sum of (x) the Ending Stock Price minus the Beginning Stock Price, plus (y) the amount of any dividends and distributions paid on a per share basis (calculated as if such dividends had been reinvested in the applicable company’s common stock or other common equity securities on the applicable dividend date) cumulatively over the Performance Period, divided by
(ii) the Beginning Stock Price. For purposes of this Agreement, TSR calculated in accordance with the preceding sentence shall be expressed as a compounded annualized growth rate over the Performance Period.
|
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), a number of DRUs shall vest in an amount equal to the product of (1) the Target DRU Award (i.e., [____] Common Units) and (2) the applicable Performance Multiplier; provided, that, the Performance Multiplier shall be deemed to be 0% in the event that the Total Shareholder Return of the Partnership does not achieve a [__]% compounded annualized rate of return over the Performance Period (and zero DRUs will vest in such case). 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
|
Relative TSR Percentile Rank
|
Performance Multiplier
|
Below Threshold Level Performance
|
Less than [__]
th
Percentile
|
[__]%
|
Threshold Level Performance
|
[__]
th
Percentile
|
[__]%
|
Target Level Performance
|
[__]
th
Percentile
|
[__]%
|
Maximum Level Performance
|
[__]
th
Percentile or above
|
[__]%
|
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
|
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%
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
March 31, 2019
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, 2019
|
|
/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, 2019
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, 2019
|
|
/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, 2019
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, 2019
|
|
/s/ Curtis L. Buser
|
Curtis L. Buser
|
Chief Financial Officer
|
Carlyle Group Management L.L.C.
|
(
Principal Financial Officer
)
|
/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/ 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/ 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.
|