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Borrowings | 9 Months Ended
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Sep. 30, 2022
Debt Disclosure [Abstract] |
Borrowings | 8. Borrowings The Company borrows and enters into credit agreements for its general operating and investment purposes. The Company’s debt obligations consist of the following:
| September 30, 2022 |  | December 31, 2021
| Borrowing Outstanding |  | Carrying Value |  | Borrowing Outstanding |  | Carrying Value
| (Dollars in millions)
CLO Borrowings (See below) | $ | 384.4 |  |  | $ | 381.6 |  |  | $ | 222.6 |  |  | $ | 219.0 |
5.625% Senior Notes Due 3/30/2043 | 600.0 |  |  | 600.6 |  |  | 600.0 |  |  | 600.6 |
5.650% Senior Notes Due 9/15/2048 | 350.0 |  |  | 346.3 |  |  | 350.0 |  |  | 346.1 |
3.500% Senior Notes Due 9/19/2029 | 425.0 |  |  | 421.9 |  |  | 425.0 |  |  | 421.6 |
4.625% Subordinated Notes Due 5/15/2061 | 500.0 |  |  | 484.6 |  |  | 500.0 |  |  | 484.3 |
Total debt obligations | $ | 2,259.4 |  |  | $ | 2,235.0 |  |  | $ | 2,097.6 |  |  | $ | 2,071.6 |
Senior Credit Facility As of September 30, 2022, the senior credit facility, which was amended on April 29, 2022, included $1.0 billion in a revolving credit facility. The revolving credit facility is scheduled to mature on April 29, 2027, and principal amounts outstanding under the revolving credit facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.50%, or (b) at SOFR (or similar benchmark for non-U.S. dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50% (at September 30, 2022, the interest rate was 4.14%). Prior to the April 2022 amendment, the size of the revolving credit facility was $775.0 million, which was scheduled to mature February 11, 2024, and accrued interest either (a) at an alternate base rate plus an applicable margin not to exceed 0.50%, or (b) at LIBOR plus an applicable margin not to exceed 1.50%. The Company made no borrowings under the senior credit facility during the three and nine months ended September 30, 2022 and there were no amounts outstanding at September 30, 2022. Global Credit Revolving Credit Facility On December 17, 2018, certain subsidiaries of the Company established a revolving line of credit, primarily intended to support certain lending activities within the Global Credit segment. The credit facility, which was amended in December 2019, December 2020 and September 2021, is scheduled to mature in September 2024, and has capacity of $250.0 million. Principal amounts outstanding under the facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 1.00%, or (b) at the Eurocurrency rate plus an applicable margin, not to exceed 2.00%. The Company made no borrowings under the credit facility during the three and nine months ended September 30, 2022, and there was no balance outstanding as of September 30, 2022. CLO Borrowings For certain of the Company’s CLOs, the Company finances a portion of its investment in the CLOs through the proceeds received from term loans and other financing arrangements with financial institutions. The Company’s outstanding CLO borrowings consist of the following (Dollars in millions):
Formation Date |  | Borrowing Outstanding September 30, 2022 |  |  | Borrowing Outstanding December 31, 2021 |  |  | Maturity Date (1) |  | Interest Rate as of September 30, 2022 |
February 28, 2017 |  | $ | 35.4 |  |  |  | $ | 51.3 |  |  |  | November 17, 2031 |  | 2.33% | (2)
June 29, 2017 |  | 54.8 |  |  |  | — |  |  |  | July 20, 2030 |  | 4.36% | (4),(7)
December 6, 2017 |  | 43.8 |  |  |  | — |  |  |  | January 15, 2031 |  | 3.88% | (5),(7)
March 15, 2019 |  | 1.6 |  |  |  | 1.9 |  |  |  | March 15, 2032 |  | 8.11% | (3)
August 20, 2019 |  | 3.5 |  |  |  | 4.1 |  |  |  | August 15, 2032 |  | 5.06% | (3)
September 15, 2020 |  | 17.4 |  |  |  | 20.3 |  |  |  | April 15, 2033 |  | 1.59% | (3)
January 8, 2021 |  | 18.2 |  |  |  | 21.3 |  |  |  | January 15, 2034 |  | 2.49% | (3)
March 9, 2021 |  | 17.4 |  |  |  | 20.3 |  |  |  | August 15, 2030 |  | 1.69% | (3)
March 30, 2021 |  | 16.4 |  |  |  | 19.1 |  |  |  | March 15, 2032 |  | 1.71% | (3)
April 21, 2021 |  | 3.2 |  |  |  | 3.7 |  |  |  | April 15, 2033 |  | 5.85% | (3)
April 28, 2021 |  | 6.5 |  |  |  | — |  |  |  | April 28, 2023 |  | 2.03% | (6),(7)
May 21, 2021 |  | 13.7 |  |  |  | 15.9 |  |  |  | November 17, 2031 |  | 1.36% | (3)
June 4, 2021 |  | 18.3 |  |  |  | 21.3 |  |  |  | January 16, 2034 |  | 2.28% | (3)
June 10, 2021 |  | 1.2 |  |  |  | 1.4 |  |  |  | November 17, 2031 |  | 2.85% | (3)
July 15, 2021 |  | 13.7 |  |  |  | — |  |  |  | July 15, 2034 |  | 2.30% | (3),(7)
July 20, 2021 |  | 18.2 |  |  |  | — |  |  |  | July 20, 2031 |  | 2.28% | (3),(7)
August 4, 2021 |  | 14.8 |  |  |  | 17.2 |  |  |  | August 15, 2032 |  | 2.30% | (3)
October 27, 2021 |  | 21.3 |  |  |  | 24.8 |  |  |  | October 15, 2035 |  | 2.40% | (3)
November 5, 2021 |  | 12.7 |  |  |  | — |  |  |  | January 14, 2034 |  | 2.09% | (3),(7)
January 6, 2022 |  | 18.4 |  |  |  | — |  |  |  | February 15, 2035 |  | 2.70% | (3)
February 22, 2022 |  | 18.4 |  |  |  | — |  |  |  | November 10, 2035 |  | 2.75% | (3)
July 13, 2022 |  | 15.5 |  |  |  | — |  |  |  | February 15, 2035 |  | 3.61% |
|  | $ | 384.4 |  |  |  | $ | 222.6 |  |  |  |  |  |  |
(1) Maturity date is earlier of date indicated or the date that the CLO is dissolved. (2) Outstanding borrowing of €36.1 million; incurs interest at EURIBOR plus applicable margins as defined in the agreement. (3) Incurs interest at the average effective interest rate of each class of purchased securities plus 0.50% spread percentage. (4) Incurs interest at LIBOR plus 1.65%. (5) Incurs interest at LIBOR plus 1.37%. (6) Incurs interest at EURIBOR plus 1.35%. (7) The respective CLO assets were purchased in connection with the asset acquisition from CBAM in March 2022 (see Note 4). The formation date listed is the original formation date of the related CLO. The CLO term loans are secured by the Company’s investments in the respective CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest expense for the three months ended September 30, 2022 and 2021 was $2.8 million and $1.2 million, respectively. Interest expense for the nine months ended September 30, 2022 and 2021 was $6.8 million and $4.4 million, respectively. The fair value of the outstanding balance of the CLO term loans at September 30, 2022 approximated par value based on current market rates for similar debt instruments. These CLO term loans are classified as Level III within the fair value hierarchy. European CLO Financing - February 28, 2017 On February 28, 2017, a subsidiary of the Company entered into a financing agreement with several financial institutions under which these financial institutions have provided a €36.1 million term loan ($35.4 million at September 30, 2022) to the Company. This term loan is secured by the Company’s investments in the retained notes in certain European CLOs that were formed in 2014 and 2015. This term loan will mature on the earlier of November 17, 2031 or the date that the certain European CLO retained notes have been redeemed. The Company may prepay the term loan in whole or in part at any time. Interest on this term loan accrues at EURIBOR plus applicable margins (2.33% at September 30, 2022). Master Credit Agreements - Term Loans In January 2017, the Company entered into a master credit agreement with a financial institution under which the financial institution provided term loans to the Company for the purchase of eligible interests in CLOs. Term loans issued under this master credit agreement were secured by the Company’s investment in the respective CLO as well as any senior management fee and subordinated management fee payable by each CLO. Term loans bore interest at LIBOR plus a weighted average spread over LIBOR on the CLO notes and an applicable margin, which was due quarterly. CLO indentures for the respective CLO borrowings entered on November 30, 2017 and after provided for an alternative rate framework determined at the Company’s discretion upon a trigger event of LIBOR. This agreement terminated in January 2020. All outstanding CLO term loans under this agreement were fully repaid in 2021. The Company assumed liabilities under master credit agreements previously entered into by CBAM under which a financial institution provided term loans to CBAM for the purchase of eligible interests in CLOs (see Note 4). Term loans issued under these master credit agreements are secured by the Company’s investment in the respective CLO as well as any senior management fee and subordinated management fee payable by each CLO. Term loans bear interest at LIBOR plus a weighted average spread over LIBOR on the CLO notes, which is due quarterly. As of September 30, 2022, term loans under these agreements had $98.6 million outstanding. The master credit agreements mature in July 2030 and January 2031, respectively. CLO Repurchase Agreements On February 5, 2019, the Company entered into a master credit facility agreement (the “Carlyle CLO Financing Facility”) to finance a portion of the risk retention investments in certain European CLOs managed by the Company. The maximum facility amount is €100.0 million, but may be expanded on such terms agreed upon by the Company and the counterparty subject to the terms and conditions of the Carlyle CLO Financing Facility. Each transaction entered into under the Carlyle CLO Financing Facility will bear interest at a rate based on the weighted average effective interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of September 30, 2022, €203.6 million ($199.3 million) was outstanding under the Carlyle CLO Financing Facility. The Company assumed liabilities under a master credit facility agreement previously entered into by CBAM (the “CBAM CLO Financing Facility,” together with the Carlyle CLO Financing Facility, the “CLO Financing Facilities”) to finance a portion of the risk retention investments in certain European CLOs managed by CBAM (see Note 4). The maximum facility amount is €100.0 million, but may be expanded on such terms agreed upon by the Company and the counterparty subject to the terms and conditions of the CBAM CLO Financing Facility. Each transaction entered into under the CBAM CLO Financing Facility will bear interest at a rate based on the weighted average effective interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of September 30, 2022, €45.6 million ($44.6 million) was outstanding under the CBAM CLO Financing Facility. Each transaction entered into under the CLO Financing Facilities provides for payment netting and, in the case of a default or similar event with respect to the counterparty to the CLO Financing Facilities, provides for netting across transactions. Generally, upon a counterparty default, the Company can terminate all transactions under the CLO Financing Facilities and offset amounts it owes in respect of any one transaction against collateral, if any, or other amounts it has received in respect of any other transactions under the CLO Financing Facilities; provided, however, that in the case of certain defaults, the Company may only be able to terminate and offset solely with respect to the transaction affected by the default. During the term of a transaction entered into under the CLO Financing Facilities, the Company will deliver cash or additional securities acceptable to the counterparty if the securities sold are in default. Upon termination of a transaction, the Company will repurchase the previously sold securities from the counterparty at a previously determined repurchase price. The CLO Financing Facilities may be terminated at any time upon certain defaults or circumstances agreed upon by the parties. The repurchase agreements may result in credit exposure in the event the counterparty to the transaction is unable to fulfill its contractual obligations. The Company minimizes the credit risk associated with these activities by monitoring counterparty credit exposure and collateral values. Other than margin requirements, the Company is not subject to additional terms or contingencies which would expose the Company to additional obligations based upon the performance of the securities pledged as collateral. Senior Notes Certain indirect subsidiaries of the Company have issued long term borrowings in the form of senior notes, on which interest is payable semi-annually in arrears. The following table provides information regarding these senior notes (Dollars in millions):
|  |  |  |  |  |  | Interest Expense
|  |  | Fair Value (1) As of |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
| Aggregate Principal Amount |  | September 30, 2022 |  | December 31, 2021 |  | 2022 |  | 2021 |  | 2022 |  | 2021
3.875% Senior Notes Due 2/1/2023 (2) | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 2.5 |  |  | $ | — |  |  | $ | 7.5 |
5.625% Senior Notes Due 3/30/2043 (3) | 600.0 |  |  | 515.5 |  |  | 795.5 |  |  | 8.4 |  |  | 8.4 |  |  | 25.3 |  |  | 25.3 |
5.650% Senior Notes Due 9/15/2048 (4) | 350.0 |  |  | 312.6 |  |  | 484.7 |  |  | 5.0 |  |  | 5.0 |  |  | 14.9 |  |  | 14.9 |
3.500% Senior Notes Due 9/19/2029 (5) | 425.0 |  |  | 361.6 |  |  | 457.4 |  |  | 3.8 |  |  | 3.8 |  |  | 11.5 |  |  | 11.5 |
|  |  |  |  |  |  | $ | 17.2 |  |  | $ | 19.7 |  |  | $ | 51.7 |  |  | $ | 59.2 |
(1) Including accrued interest. Fair value is based on indicative quotes and the notes are classified as Level II within the fair value hierarchy. (2) Issued in January 2013 at 99.966% of par. In November 2021, the Company completed the redemption of these notes, as discussed below. (3) Issued $400.0 million in aggregate principal at 99.583% of par in March 2013. An additional $200.0 million in aggregate principal was issued at 104.315% of par in March 2014, and is treated as a single class with the outstanding $400.0 million in senior notes previously issued. (4) Issued in September 2018 at 99.914% of par. (5) Issued in September 2019 at 99.841% of par. The issuers may redeem the senior notes, in whole at any time or in part from time to time, at a price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on any notes being redeemed discounted to the redemption date on a semiannual basis at the Treasury Rate plus 40 basis points (30 basis points in the case of the 3.875% and 3.500% senior notes), plus in each case accrued and unpaid interest on the principal amounts being redeemed. In November 2021, the Company redeemed the remaining aggregate principal amount of $250.0 million in 3.875% Senior Notes at the make-whole redemption price as set forth in the notes, and recognized $10.1 million of costs in interest expense upon early extinguishment of debt. Subordinated Notes In May 2021, an indirect subsidiary of the Company issued $435.0 million aggregate principal amount of 4.625% Subordinated Notes due May 15, 2061 (the “Subordinated Notes”), on which interest is payable quarterly accruing from May 11, 2021. In June 2021, an additional $65.0 million aggregate principal amount of these Subordinated Notes were issued and are treated as a single series with the already outstanding $435.0 million aggregate principal amount. The Subordinated Notes are unsecured and subordinated obligations of the issuer, and are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, on a subordinated basis, by the Company, each of the Carlyle Holdings partnerships, and CG Subsidiary Holdings L.L.C., an indirect subsidiary of the Company (collectively, the “Guarantors”). The Consolidated Funds are not guarantors, and as such, the assets of the Consolidated Funds are not available to service the Subordinated Notes under the Guarantee. The Subordinated Notes may be redeemed at the issuer’s option in whole at any time or in part from time to time on or after June 15, 2026 at a redemption price equal to their principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption. If interest due on the Subordinated Notes is deemed no longer to be deductible in the U.S., a “Tax Redemption Event,” the Subordinated Notes may be redeemed, in whole, but not in part, within 120 days of the occurrence of such event at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, the Subordinated Notes may be redeemed, in whole, but not in part, at any time prior to May 15, 2026, within 90 days of the rating agencies determining that the Subordinated Notes should no longer receive partial equity treatment pursuant to the rating agency’s criteria, a “rating agency event,” at a redemption price equal to 102% of their principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption. As of September 30, 2022 and December 31, 2021, the fair value of the Subordinated Notes was $344.0 million and $506.0 million, respectively. Fair value is based on active market quotes and the notes are classified as Level I within the fair value hierarchy. For the three and nine months ended September 30, 2022, the Company incurred $5.9 million and $17.6 million, respectively, of interest expense on the Subordinated Notes. For the three months ended September 30, 2021 and for the period from May 11, 2021 through September 30, 2021, the Company incurred $5.6 million and $8.9 million of interest expense on the Subordinated Notes. Debt Covenants The Company is subject to various financial covenants under its loan agreements including, among other items, maintenance of a minimum amount of management fee-earning assets. The Company is also subject to various non-financial covenants under its loan agreements and the indentures governing its senior and subordinated notes. The Company was in compliance with all financial and non-financial covenants under its various loan agreements as of September 30, 2022. Loans Payable of Consolidated Funds Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs. Several of the CLOs issued preferred shares representing the most subordinated interest, however these tranches are mandatorily redeemable upon the maturity dates of the senior secured loans payable, and as a result have been classified as liabilities and are included in loans payable of Consolidated Funds in the unaudited condensed consolidated balance sheets. As of September 30, 2022 and December 31, 2021, the following borrowings were outstanding, which includes preferred shares classified as liabilities (Dollars in millions):
| As of September 30, 2022
| Borrowing Outstanding |  | Fair Value |  | Weighted Average Interest Rate |  |  |  | Weighted Average Remaining Maturity in Years
Senior secured notes (1) | $ | 5,466.6 |  |  | $ | 5,085.8 |  |  | 2.62 | % |  |  |  | 9.77
Subordinated notes, preferred shares and other | 146.9 |  |  | 217.9 |  |  | N/A |  | (2) |  | 9.97
Total | $ | 5,613.5 |  |  | $ | 5,303.7 |  |  |  |  |  |  |
| As of December 31, 2021
| Borrowing Outstanding |  | Fair Value |  | Weighted Average Interest Rate |  |  |  | Weighted Average Remaining Maturity in Years
Senior secured notes | $ | 5,585.4 |  |  | $ | 5,561.1 |  |  | 1.68 | % |  |  |  | 10.25
Subordinated notes, preferred shares and other | 317.6 |  |  | 249.9 |  |  | N/A |  | (2) |  | 10.41
Total | $ | 5,903.0 |  |  | $ | 5,811.0 |  |  |  |  |  |  |
(1)Borrowing Outstanding as of September 30, 2022 includes $160.5 million of senior secured notes that are carried at par value. The fair value of these senior secured notes at September 30, 2022 approximated par value based on current market rates for similar debt instruments. These senior secured notes are classified as Level III within the fair value hierarchy. (2)The subordinated notes and preferred shares do not have contractual interest rates, but instead receive distributions from the excess cash flows of the CLOs. Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used to satisfy the liabilities of another. This collateral consisted of cash and cash equivalents, corporate loans, corporate bonds and other securities. As of September 30, 2022 and December 31, 2021, the fair value of the CLO assets was $5.6 billion and $6.7 billion, respectively.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI https://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
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