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Commitments and Contingencies
3 Months Ended
Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies 8. Commitments and Contingencies Capital Commitments
The Company and its unconsolidated affiliates have unfunded commitments totaling $4.1 billion as of March 31, 2025, of
which approximately $3.4 billion is subscribed individually by senior Carlyle professionals, advisors and other professionals. In
addition to these unfunded commitments, the Company may from time to time exercise its right to purchase additional interests
in its investment funds that become available in the ordinary course of their operations.
Under the Carlyle Global Capital Markets platform, certain subsidiaries of the Company may act as an underwriter,
syndicator or placement agent for security offerings and loan originations. The Company earns fees in connection with these
activities and bears the risk of the sale of such securities and placement of such loans, which may be longer dated. As of
March 31, 2025, the Company had no material commitments related to the origination and syndication of loans and securities
under the Carlyle Global Capital Markets platform.
Guaranteed Loans 
From time to time, the Company or its subsidiaries may enter into agreements to guarantee certain obligations of the
investment funds related to, for example, credit facilities or equity commitments. Certain consolidated subsidiaries of the
Company are the guarantors of revolving credit facilities for certain funds in the Carlyle AlpInvest segment. The guarantee is
limited to the lesser of the total amount drawn under the credit facilities or the total of net asset value of the guarantor
subsidiaries plus any uncalled capital of the applicable general partner. The outstanding balances are secured by uncalled capital
commitments from the underlying funds and the Company believes the likelihood of any material funding under this guarantee
to be remote. The Company had no material outstanding guarantees under the credit facilities as of March 31, 2025.
Additionally, as of March 31, 2025, certain consolidated subsidiaries of the Company are the guarantors of a credit
agreement for a fund in the Carlyle AlpInvest segment, which is scheduled to expire in August 2025. The maximum potential
amount to be funded under this guarantee is $25.0 million. The outstanding balances under the credit agreement are
collateralized by the investments in the fund and the Company believes the likelihood of any material funding under this
guarantee to be remote.
Contingent Obligations (Giveback)
A liability for potential repayment of previously received performance allocations of $44.6 million at March 31, 2025
was shown as accrued giveback obligations in the condensed consolidated balance sheets, representing the giveback obligation
that would need to be paid if the funds were liquidated at their current fair values at March 31, 2025. However, the ultimate
giveback obligation, if any, generally is not paid until the end of a fund’s life or earlier if the giveback becomes fixed and early
payment is agreed upon by the fund’s partners (see Note 2, Summary of Significant Accounting Policies). The Company had
$11.5 million of unbilled receivables from former and current employees and senior Carlyle professionals as of March 31, 2025
related to giveback obligations. Any such receivables are collateralized by investments made by individual senior Carlyle
professionals and employees in Carlyle-sponsored funds. In addition, $150.8 million have been withheld from distributions of
carried interest to senior Carlyle professionals and employees for potential giveback obligations as of March 31, 2025. Such
amounts are held on behalf of the respective current and former Carlyle employees to satisfy any givebacks they may owe and
are held by entities not included in the accompanying condensed consolidated balance sheets. Current and former senior Carlyle
professionals and employees are personally responsible for their giveback obligations. As of March 31, 2025, approximately
$11.5 million of the Company’s accrued giveback obligation is the responsibility of various current and former senior Carlyle
professionals and other former limited partners of the Carlyle Holdings partnerships, and the net accrued giveback obligation
attributable to the Company is $33.1 million.
If, at March 31, 2025, all of the investments held by the Company’s Funds were deemed worthless, a possibility that
management views as remote, the amount of realized and distributed carried interest subject to potential giveback would be
$1.4 billion, on an after-tax basis where applicable, of which approximately $0.6 billion would be the responsibility of current
and former senior Carlyle professionals.
Legal Matters
In the ordinary course of business, the Company is a party to litigation, investigations, inquiries, employment-related
matters, disputes, and other potential claims. Certain of these matters are described below. The Company is not currently able to
estimate the reasonably possible amount of loss or range of loss, in excess of amounts accrued, for the matters that have not
been resolved. The Company does not believe it is probable that the outcome of any existing litigation, investigations, disputes,
or other potential claims will materially affect the Company or these financial statements in excess of amounts accrued.
The Authentix Matter
Authentix, Inc. (“Authentix”) was a majority-owned portfolio company in one of the Company’s investment funds,
Carlyle U.S. Growth Fund III, L.P. (“CGF III”). When Authentix was owned by CGF III, two of the Company’s employees
served on Authentix’s board of directors. After a lengthy sale process, Authentix was sold for an aggregate sale price of
$87.5 million. On August 7, 2020, certain of the former minority shareholders in Authentix filed suit in Delaware Chancery
Court, alleging that the Authentix board of directors, CGF III, and the Company breached various fiduciary duties by agreeing
to a sale of Authentix at an inopportune time and at a price that was too low. A trial before the Delaware Court of Chancery was
completed in early February 2024, and a decision was rendered in favor of the Company and all other defendants on all claims
on January 8, 2025. The plaintiffs appealed the decision to the Delaware Supreme Court on March 13, 2025.
The Tax Receivable Agreement Matter
The Company came into existence on January 1, 2020, when its predecessor, The Carlyle Group, L.P. (the “PTP”),
converted from a partnership into a corporation (the “Conversion”). On July 29, 2022, an alleged stockholder of the Company,
the City of Pittsburgh Comprehensive Municipal Trust Fund (the “Plaintiff”), filed suit in the Delaware Court of Chancery,
alleging a direct claim against the Company for breach of its certificate of incorporation and a derivative claim on behalf of the
Company against certain current and former officers and directors of the Company. Plaintiff challenges the receipt, by certain
officers of the PTP and certain directors of the general partner of the PTP, of a right to cash payments associated with the
elimination of a tax receivable agreement in connection with the Conversion. Plaintiff is seeking monetary damages, restitution,
and an injunction preventing the Company from making any future cash payments for the elimination of the tax receivable
agreement in connection with the Conversion. By virtue of the derivative nature of the primary claims (i.e., that the claims are
aimed primarily at certain officers and directors), it is unlikely that the Company itself will pay material damage awards based
on the Plaintiff’s claims, although the Company is expected to incur legal defense fees to the extent not covered by insurance.
The Delaware Court issued a ruling on the defendant’s motion to dismiss on April 24, 2024, dismissing some of the Plaintiff’s
claims but allowing most of the claims to proceed to discovery and possibly to trial. The Company intends to contest the direct
claims vigorously, and the officer and director defendants intend to continue contesting the derivative claims vigorously.
SEC Investigation
As part of a sweep investigation of financial services and investment advisory firms, in October 2022, the Company
received from the SEC a request for information related to the preservation of certain types of electronic business
communications (e.g., text messages and messages on WhatsApp, WeChat, and similar applications) as part of the Company’s
books and records. On January 13, 2025, the SEC announced a settlement with several of the firms that were part of the sweep
investigation, including the Company. Under the settlement, the Company paid a civil penalty of $8.5 million during the three
months ended March 31, 2025 and agreed to implement certain limited remedial measures for failure to maintain and preserve
such electronic communications in its books and records under the Advisers Act. The Company accrued for the civil penalty
during the year ended December 31, 2024.
General
The Company currently is and expects to continue to be, from time to time, subject to examinations, formal and informal
inquiries, and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to,
the SEC, Department of Justice, state attorneys general, FINRA, National Futures Association, and the U.K. Financial Conduct
Authority. The Company routinely cooperates with such examinations, inquiries and investigations, and they may result in the
commencement of civil, criminal, or administrative or other proceedings against the Company or its personnel.
It is not possible to predict the ultimate outcome of all pending investigations and legal proceedings and employment-
related matters, and some of the matters discussed above involve claims for potentially large and/or indeterminate amounts of
damages. Based on information known by management, management does not believe that as of the date of this filing the final
resolutions of the matters above will have a material effect upon the Company’s condensed consolidated financial statements.
However, given the potentially large and/or indeterminate amounts of damages sought in certain of these matters and the
inherent unpredictability of investigations and litigations, it is possible that an adverse outcome in certain matters could, from
time to time, have a material effect on the Company’s financial results in any particular period.
The Company accrues an estimated loss contingency liability when it is probable that such a liability has been incurred
and the amount of the loss can be reasonably estimated. As of March 31, 2025, the Company had recorded liabilities
aggregating to approximately $35 million for litigation-related contingencies, regulatory examinations and inquiries, and other
matters. The Company evaluates its outstanding legal and regulatory proceedings and other matters each quarter to assess its
loss contingency accruals, and makes adjustments in such accruals, upward or downward, as appropriate, based on
management’s best judgment after consultation with counsel. There is no assurance that the Company’s accruals for loss
contingencies will not need to be adjusted in the future or that, in light of the uncertainties involved in such matters, the ultimate
resolution of these matters will not significantly exceed the accruals that the Company has recorded.
Indemnifications
In the normal course of business, the Company and its subsidiaries enter into contracts that contain a variety of
representations and warranties and provide general indemnifications. The Company’s maximum exposure under these
arrangements is unknown as this would involve future claims that may be made against the Company that have not yet
occurred. However, based on experience, the Company believes the risk of material loss to be remote.
In connection with the sale of the Company’s interest in its local Brazilian management entity in August 2021, the
Company provided a guarantee to the acquiring company of up to BRL 100.0 million ($17.5 million as of March 31, 2025) for
liabilities arising from tax-related indemnifications. This guarantee, which will expire in August 2027, would only come into
effect after all alternative remedies have been exhausted. The Company believes the likelihood of any material funding under
this guarantee to be remote.
Risks and Uncertainties
Carlyle’s funds seek investment opportunities that offer the possibility of attaining substantial capital appreciation.
Certain events particular to each industry in which the underlying investees conduct their operations, as well as general
economic, political, regulatory, and public health conditions, may have a significant negative impact on the Company’s
investments and profitability. The funds managed by the Company may also experience a slowdown in the deployment of
capital, which could adversely affect the Company’s ability to raise capital for new or successor funds and could also impact the
management fees the Company earns on its carry funds and managed accounts, and/or result in the impairment of intangible
assets and/or goodwill the case of the Company’s acquired businesses. Such events are beyond the Company’s control, and the
likelihood that they may occur and the effect on the Company cannot be predicted.
Furthermore, certain of the funds’ investments are made in private companies and there are generally no public markets
for the underlying securities at the current time. The funds’ ability to liquidate their publicly-traded investments are often
subject to limitations, including discounts that may be required to be taken on quoted prices due to the number of shares being
sold. The funds’ ability to liquidate their investments and realize value is subject to significant limitations and uncertainties,
including among others currency fluctuations and natural disasters.
The Company and the funds make investments outside of the United States. Investments outside the United States may be
subject to less developed bankruptcy, corporate, partnership and other laws (which may have the effect of disregarding or
otherwise circumventing the limited liability structures potentially causing the actions or liabilities of one fund or a portfolio
company to adversely impact the Company or an unrelated fund or portfolio company). Non-U.S. investments are subject to the
same risks associated with the Company’s U.S. investments as well as additional risks, such as fluctuations in foreign currency
exchange rates, unexpected changes in regulatory requirements, heightened risk of political and economic instability,
difficulties in managing non-U.S. investments, potentially adverse tax consequences and the burden of complying with a wide
variety of foreign laws.
Furthermore, Carlyle is exposed to economic risk concentrations related to certain large investments as well as
concentrations of investments in certain industries and geographies.
Additionally, the Company encounters credit risk. Credit risk is the risk of default by a counterparty in the Company’s
investments in debt securities, loans, leases and derivatives that result from a borrower’s, lessee’s or derivative counterparty’s
inability or unwillingness to make required or expected payments. The Company is subject to credit risk should a financial
institution be unable to fulfill its obligations.
The Company considers cash, cash equivalents, securities, receivables, principal equity method investments, accounts
payable, accrued expenses, other liabilities, loans, senior notes, assets and liabilities of Consolidated Funds and contingent and
other consideration for acquisitions to be its financial instruments. Except for the senior notes, subordinated notes and
compensatory contingent and other consideration for acquisitions, the carrying amounts reported in the condensed consolidated
balance sheets for these financial instruments equal or closely approximate their fair values. The fair value of the senior and
subordinated notes is disclosed in Note 6, Borrowings.