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Investments | 9 Months Ended
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Sep. 30, 2022
Investments [Abstract] |
Investments | 6. Investments Investments consist of the following:
| As of
| September 30, 2022 |  | December 31, 2021
| (Dollars in millions)
Accrued performance allocations | $ | 7,428.7 |  |  | $ | 8,133.0 |
Principal equity method investments, excluding performance allocations | 2,883.8 |  |  | 2,128.6 |
Principal investments in CLOs | 499.6 |  |  | 361.1 |
Other investments | 186.1 |  |  | 209.3 |
Total | $ | 10,998.2 |  |  | $ | 10,832.0 |
Accrued Performance Allocations The components of accrued performance allocations are as follows:
| As of
| September 30, 2022 |  | December 31, 2021
| (Dollars in millions)
Global Private Equity | $ | 5,866.3 |  |  | $ | 6,412.8 |
Global Credit | 220.1 |  |  | 300.3 |
Global Investment Solutions (1) | 1,342.3 |  |  | 1,419.9 |
Total | $ | 7,428.7 |  |  | $ | 8,133.0 |
(1) The Company’s primary and secondary investments in external funds are generally valued based on its proportionate share of the net assets provided by the third party general partners of the underlying fund partnerships based on the most recent available information which typically has a lag of up to 90 days. As a result, amounts presented may not include the impact of economic activity in the current quarter. Approximately 24% of accrued performance allocations at September 30, 2022 are related to Carlyle Partners VI, L.P. and Carlyle Partners VII, L.P., two of the Company’s Global Private Equity funds. Approximately 25% of accrued performance allocations at December 31, 2021 are related to Carlyle Partners VI, L.P., one of the Company’s Global Private Equity funds. Accrued performance allocations are shown gross of the Company’s accrued performance allocations and incentive fee-related compensation (see Note 9), and accrued giveback obligations, which are separately presented in the unaudited condensed consolidated balance sheets. The components of the accrued giveback obligations are as follows:
| As of
| September 30, 2022 |  | December 31, 2021
| (Dollars in millions)
Global Private Equity | $ | (18.4) |  |  | $ | (18.4) |
Global Credit | (22.5) |  |  | (11.8) |
Total | $ | (40.9) |  |  | $ | (30.2) |
Principal Equity Method Investments, Excluding Performance Allocations The Company’s principal equity method investments (excluding performance allocations) include its fund investments in Global Private Equity, Global Credit, and Global Investment Solutions typically as general partner interests, and its strategic investments in Fortitude and iStar through Carlyle-affiliated funds (included within Global Credit) and NGP (included within Global Private Equity), which are not consolidated. Principal investments are related to the following segments:
| As of
| September 30, 2022 |  | December 31, 2021
| (Dollars in millions)
Global Private Equity (1) | $ | 1,832.8 |  |  | $ | 1,231.2 |
Global Credit (2) | 960.3 |  |  | 819.7 |
Global Investment Solutions | 90.7 |  |  | 77.7 |
Total | $ | 2,883.8 |  |  | $ | 2,128.6 |
(1) The balance includes $988.2 million and $436.9 million as of September 30, 2022 and December 31, 2021, respectively, related to the Company’s equity method investments in NGP. (2) As of September 30, 2022, the balance includes $645.3 million and $184.2 million, respectively, related to the Company’s strategic investments in Fortitude and iStar through Carlyle-affiliated investment funds. As of December 31, 2021, the balance includes $715.7 million related to the Company’s strategic investment in Fortitude. Strategic Investment in Fortitude On November 13, 2018, the Company acquired a 19.9% interest in Fortitude Group Holdings, LLC (“Fortitude Holdings”), a wholly owned subsidiary of American International Group, Inc. (“AIG”) (the “Minority Transaction”), pursuant to a Membership Interest Purchase Agreement by and among the Company, AIG and Fortitude Holdings, dated as of July 31, 2018 (the “2018 MIPA”). Fortitude Holdings owns 100% of the outstanding common shares of Fortitude Reinsurance Company Ltd., a Bermuda domiciled reinsurer (“Fortitude Re,” f/k/a “DSA Re”) established to reinsure a portfolio of AIG’s legacy life, annuity and property and casualty liabilities. The Company paid $381 million in cash at closing of the Minority Transaction (the “Initial Purchase Price”) and expects to pay up to $95 million in additional deferred consideration following December 31, 2023. In May 2020, the Initial Purchase Price was adjusted upward by $99.5 million in accordance with the 2018 MIPA as Fortitude Holdings chose not to distribute a planned non-pro rata dividend to AIG prior to May 13, 2020. The Company paid $79.6 million of such adjustment in May 2020 and will pay the remaining $19.9 million following December 31, 2023. On June 2, 2020, Carlyle FRL, L.P. (“Carlyle FRL”), a Carlyle-affiliated investment fund, acquired a 51.6% ownership interest in Fortitude Holdings from AIG (the “Control Transaction”) and T&D United Capital Co., Ltd. (“T&D”), a subsidiary of T&D Holdings, Inc., purchased a 25.0% ownership interest as a strategic third-party investor pursuant to a Membership Interest Purchase Agreement by and among the Company, AIG, Carlyle FRL, and T&D, dated as of November 25, 2019 (the “2019 MIPA”). At closing, the Company contributed its existing 19.9% interest in Fortitude Holdings to Carlyle FRL, such that Carlyle FRL held a 71.5% interest in Fortitude Holdings. Taken together, Carlyle FRL and T&D had 96.5% ownership of Fortitude Holdings. On October 1, 2021, Carlyle FRL, T&D and AIG effected a restructuring of the ownership of Fortitude Holdings that interposed FGH Parent, L.P. (“FGH Parent”), as the direct parent company of Fortitude Holdings (the “Restructuring”). Each of Carlyle FRL, T&D and AIG contributed the entirety of their interest in Fortitude Holdings to FGH Parent in exchange for an equivalent ownership interest in FGH Parent. References to “Fortitude” prior to the Restructuring refer to Fortitude Holdings. For periods subsequent to the Restructuring, references to “Fortitude” refer to FGH Parent. In March 2022, the Company raised $2.0 billion in third-party equity capital from certain investors in Carlyle FRL and T&D, and committed $100 million from the Company for additional equity capital in Fortitude. In May 2022, Fortitude called $1.1 billion of the capital raise, with the remaining capital expected to be called in 2023. In connection with the capital raise and subsequent funding, the Company’s indirect ownership of Fortitude decreased from 19.9% to 13.5%. As a result of the dilution, the Company recorded a reduction in the carrying value of its equity method investment and corresponding loss of $176.9 million. At the time the remaining capital is called by Fortitude, the Company’s indirect ownership is expected to further decrease to 10.5%, and the Company expects to record an additional reduction in the carrying value of its equity method investment and corresponding loss of approximately $121 million, based on the carrying value as of September 30, 2022, subject to change based on the timing of the dilution and changes in the carrying value of the investment. As of September 30, 2022, the carrying value of the Company’s investment in Carlyle FRL, which is an investment company that accounts for its investment in Fortitude at fair value, was $645.3 million, relative to its cost of $389.4 million. The Company has a strategic asset management relationship with Fortitude pursuant to which Fortitude committed to allocate assets in asset management strategies and vehicles of the Company and its affiliates. As of September 30, 2022, Fortitude Holdings and certain Fortitude reinsurance counterparties have committed approximately $9.1 billion of capital to-date to various Carlyle strategies. On April 1, 2022, the Company entered into a new strategic advisory services agreement with certain subsidiaries of Fortitude through a newly-formed investment advisor, Carlyle Insurance Solutions Management L.L.C. (“CISM”). Under the agreement, CISM provides Fortitude with certain services, including business development and growth, transaction origination and execution, and capital management services in exchange for a recurring management fee based on Fortitude’s general account assets, which adjusts within an agreed range based on Fortitude’s overall profitability. Third party investors who participated in the March 2022 capital raise also made a minority investment in CISM, which is reflected as a non-controlling interest in consolidated entities in the condensed consolidated financial statements. Strategic Investment in NGP The Company has equity interests in NGP Management, the general partners of certain carry funds advised by NGP, and principal investments in certain NGP funds. The Company does not control NGP and accounts for its investments in NGP under the equity method of accounting, and includes these investments in the Global Private Equity segment. These interests entitle the Company to an allocation of income equal to 55.0% of the management fee-related revenues of NGP Management which serves as the investment advisor to certain NGP funds as well as 47.5% of the performance allocations received by certain current and future NGP fund general partners. The Company’s investments in NGP as of September 30, 2022 and December 31, 2021 are as follows:
| As of
| September 30, 2022 |  | December 31, 2021
| (Dollars in millions)
Investment in NGP Management | $ | 370.1 |  |  | $ | 371.8 |
Investments in NGP general partners - accrued performance allocations | 536.0 |  |  | 3.8 |
Principal investments in NGP funds | 82.1 |  |  | 61.3 |
Total investments in NGP | $ | 988.2 |  |  | $ | 436.9 |
Investment in NGP Management. The Company’s equity interests in NGP Management entitle the Company to an allocation of income equal to 55.0% of the management fee-related revenues of NGP Management, which serves as the investment advisor to the NGP Energy Funds. Management fees are generally calculated as 1.0% to 2.0% of the limited partners’ commitments during the fund’s investment period, and 0.5% to 2.0% based on the lower of cost or fair market value of invested capital following the expiration or termination of the investment period. Management fee-related revenues from NGP Management are primarily driven by NGP XII, NGP XI and NGP X during the three and nine months ended September 30, 2022 and 2021. The Company records investment income (loss) for its equity income allocation from NGP management fee-related revenues and also records its share of any allocated expenses from NGP Management, expenses associated with the compensatory elements of the strategic investment, and the amortization of the basis differences related to the definite-lived identifiable intangible assets of NGP Management. The net investment income (loss) recognized in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 were as follows:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
| (Dollars in millions)
Management fee-related revenues from NGP Management | $ | 18.1 |  |  | $ | 18.2 |  |  | $ | 52.7 |  |  | $ | 54.9 |
Expenses related to the investment in NGP Management | (3.5) |  |  | (2.9) |  |  | (8.9) |  |  | (8.1) |
Amortization of basis differences from the investment in NGP Management | (0.4) |  |  | (0.7) |  |  | (1.1) |  |  | (2.1) |
Net investment income from NGP Management | $ | 14.2 |  |  | $ | 14.6 |  |  | $ | 42.7 |  |  | $ | 44.7 |
The difference between the Company’s remaining carrying value of its investment and its share of the underlying net assets of the investee was $0.4 million and $1.4 million as of September 30, 2022 and December 31, 2021, respectively; these differences are amortized over a period of 10 years from the initial investment date. The Company assesses the remaining carrying value of its equity method investment for impairment whenever events or circumstances indicate that the carrying value may not be recoverable, and considers factors including, but not limited to, expected cash flows from its interest in future management fees and NGP’s ability to raise new funds. Investment in the General Partners of NGP Carry Funds. The Company’s investment in the general partners of the NGP Carry Funds entitle it to 47.5% of the performance allocations received by certain current and future NGP fund general partners. The Company records its equity income allocation from NGP performance allocations in principal investment income (loss) from equity method investments rather than performance allocations in its unaudited condensed consolidated statements of operations. The Company recognized $81.6 million and $532.2 million of net investment earnings related to these performance allocations for the three and nine months ended September 30, 2022, respectively, primarily driven by NGP XI and NGP XII which experienced appreciation of 63% and 58%, respectively, during the nine months ended September 30, 2022. The Company recognized $1.7 million and $2.8 million of net investment earnings related to these performance allocations for the three and nine months ended September 30, 2021, respectively. Principal Investments in NGP Funds. The Company also holds principal investments in the NGP Carry Funds. The Company recognized net investment earnings (losses) of $9.6 million and $5.1 million for the three months ended September 30, 2022 and 2021, respectively, and $43.0 million and $16.8 million for the nine months ended September 30, 2022 and 2021, respectively, related to these investments and which are included in principal investment income in its unaudited condensed consolidated statements of operations. Principal Investments in CLOs and Other Investments Principal investments in CLOs as of September 30, 2022 and December 31, 2021 were $499.6 million and $361.1 million, respectively, and consisted of investments in CLO senior and subordinated notes. In connection with the acquisition of the CBAM CLO management contracts in March 2022, the Company acquired investments in CLO senior and subordinated notes of $175.9 million (see Note 4). A portion of the Company’s principal investments in CLOs is collateral to CLO term loans (see Note 8). As of September 30, 2022 and December 31, 2021, other investments includes the Company’s investment in the BDC Preferred Shares at fair value of $61.2 million and $72.5 million, respectively (see Note 11). Investment Income (Loss) The components of investment income (loss) are as follows:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
| (Dollars in millions)
Performance allocations |  |  |  |  |  |  |
Realized | $ | 770.5 |  |  | $ | 1,018.1 |  |  | $ | 1,579.0 |  |  | $ | 1,645.6 |
Unrealized | (472.4) |  |  | (43.6) |  |  | (232.8) |  |  | 3,195.7 |
| 298.1 |  |  | 974.5 |  |  | 1,346.2 |  |  | 4,841.3 |
Principal investment income (loss) from equity method investments (excluding performance allocations) |  |  |  |  |  |  |
Realized | 70.6 |  |  | 87.7 |  |  | 34.3 |  |  | 175.5 |
Unrealized | 80.3 |  |  | 30.5 |  |  | 536.5 |  |  | 239.4 |
| 150.9 |  |  | 118.2 |  |  | 570.8 |  |  | 414.9 |
Principal investment income (loss) from investments in CLOs and other investments |  |  |  |  |  |  |
Realized | 6.2 |  |  | 4.4 |  |  | 9.4 |  |  | 3.9 |
Unrealized | (32.9) |  |  | 37.8 |  |  | (79.7) |  |  | 58.4 |
| (26.7) |  |  | 42.2 |  |  | (70.3) |  |  | 62.3 |
Total | $ | 422.3 |  |  | $ | 1,134.9 |  |  | $ | 1,846.7 |  |  | $ | 5,318.5 |
The performance allocations included in revenues are derived from the following segments:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
| (Dollars in millions)
Global Private Equity | $ | 237.2 |  |  | $ | 777.8 |  |  | $ | 1,106.4 |  |  | $ | 4,142.5 |
Global Credit | 27.2 |  |  | 27.4 |  |  | (3.6) |  |  | 124.6 |
Global Investment Solutions | 33.7 |  |  | 169.3 |  |  | 243.4 |  |  | 574.2 |
Total | $ | 298.1 |  |  | $ | 974.5 |  |  | $ | 1,346.2 |  |  | $ | 4,841.3 |
Approximately 27%, or $81.0 million, of performance allocations for the three months ended September 30, 2022 are related to the following funds along with total revenue recognized (total revenue includes performance allocations, fund management fees, and principal investment income): •Carlyle Europe Partners V, L.P. (Global Private Equity segment) - $79.6 million, •Carlyle Power Partners II, L.P. (Global Private Equity segment) - $63.1 million, •Carlyle Europe Partners IV, L.P. (Global Private Equity segment) - $46.1 million, •Carlyle Partners V, L.P. (Global Private Equity segment) - $45.5 million, •Carlyle Partners VII, L.P. (Global Private Equity segment) - $(16.7) million, and •Carlyle Asia Partners V, L.P. (Global Private Equity segment) - $(29.3) million. Approximately 26%, or $347.1 million, of performance allocations for the nine months ended September 30, 2022 are related to the following funds along with total revenue recognized (total revenue includes performance allocations, fund management fees, and principal investment income): •Carlyle Realty Partners VIII, L.P. (Global Private Equity segment) - $259.1 million, •Carlyle Europe Partners V, L.P. (Global Private Equity segment) - $220.2 million, •Carlyle Power Partners II, L.P. (Global Private Equity segment) - $198.1 million, •Carlyle Europe Technology Partners IV, L.P. (Global Private Equity segment) - $186.5 million, and •Carlyle Partners VI, L.P. (Global Private Equity segment) - $(340.4) million. Approximately 22%, or $216.0 million, of performance allocations for the three months ended September 30, 2021 are related to the following funds along with total revenue recognized (total revenue includes performance allocations, fund management fees, and principal investment income): •Carlyle Partners VI, L.P. (Global Private Equity segment) - $130.7 million, and •Carlyle Realty Partners VIII, L.P. (Global Private Equity segment) - $119.1 million. Approximately 35%, or $1,715.9 million, of performance allocations for the nine months ended September 30, 2021 are related to the following funds along with total revenue recognized (total revenue includes performance allocations, fund management fees, and principal investment income): •Carlyle Partners VI, L.P. (Global Private Equity segment) - $1,281.0 million, and •Carlyle Europe Partners IV, L.P. (Global Private Equity segment) - $579.3 million. Carlyle’s income (loss) from its principal equity method investments consists of:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
| (Dollars in millions)
Global Private Equity | $ | 124.7 |  |  | $ | 63.8 |  |  | $ | 698.8 |  |  | $ | 272.9 |
Global Credit | 26.8 |  |  | 47.5 |  |  | (134.6) |  |  | 120.6 |
Global Investment Solutions | (0.6) |  |  | 6.9 |  |  | 6.6 |  |  | 21.4 |
Total | $ | 150.9 |  |  | $ | 118.2 |  |  | $ | 570.8 |  |  | $ | 414.9 |
Principal investment loss for Global Credit during the nine months ended September 30, 2022 includes an investment loss of $176.9 million on the Company’s equity method investment in Carlyle FRL related to the dilution of the Company’s indirect ownership in Fortitude from 19.9% to 13.5%. Investments of Consolidated Funds The Company consolidates the financial positions and results of operations of certain CLOs in which it is the primary beneficiary. During the nine months ended September 30, 2022, the Company did not form any new CLOs for which the Company is the primary beneficiary. Investments in Consolidated Funds as of September 30, 2022 also include $453.4 million related to investments that have been bridged by the Company to investment funds that are actively fundraising and are accounted for as consolidated VIEs. There were no individual investments with a fair value greater than five percent of the Company’s total assets for any period presented. Interest and Other Income of Consolidated Funds The components of interest and other income of Consolidated Funds are as follows:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
| (Dollars in millions)
Interest income from investments | $ | 72.5 |  |  | $ | 56.9 |  |  | $ | 188.2 |  |  | $ | 170.4 |
Other income | 7.2 |  |  | 5.2 |  |  | 16.4 |  |  | 14.9 |
Total | $ | 79.7 |  |  | $ | 62.1 |  |  | $ | 204.6 |  |  | $ | 185.3 |
Net Investment Gains (Losses) of Consolidated Funds Net investment gains (losses) of Consolidated Funds include net realized gains (losses) from sales of investments and unrealized gains (losses) resulting from changes in fair value of the Consolidated Funds’ investments. The components of net investment gains (losses) of Consolidated Funds are as follows:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
| (Dollars in millions)
Gains (losses) from investments of Consolidated Funds | $ | (71.2) |  |  | $ | (2.5) |  |  | $ | (319.3) |  |  | $ | 100.3 |
Gains (losses) from liabilities of CLOs | 40.9 |  |  | 2.4 |  |  | 268.3 |  |  | (90.7) |
Total | $ | (30.3) |  |  | $ | (0.1) |  |  | $ | (51.0) |  |  | $ | 9.6 |
The following table presents realized and unrealized gains (losses) earned from investments of the Consolidated Funds:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
| (Dollars in millions)
Realized gains (losses) | $ | (9.3) |  |  | $ | (10.7) |  |  | $ | (13.1) |  |  | $ | 6.5 |
Net change in unrealized gains (losses) | (61.9) |  |  | 8.2 |  |  | (306.2) |  |  | 93.8 |
Total | $ | (71.2) |  |  | $ | (2.5) |  |  | $ | (319.3) |  |  | $ | 100.3 |

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