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What changed in Carlyle Group Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Carlyle Group Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+640 added−1944 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-22)

Top changes in Carlyle Group Inc.'s 2024 10-K

640 paragraphs added · 1944 removed · 517 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

182 edited+23 added−1310 removed172 unchanged
Biggest changeIn 2022, we acquired Abingworth LLP (“Abingworth”), which is authorized and regulated by the FCA, with permissions for establishing, operating, or winding up a collective investment scheme, and managing an unauthorized AIF. Abingworth is only permitted to carry out these activities in relation to eligible counterparties and professional clients.
Biggest changeAlpInvest Partners LLP now is authorized and regulated by the FCA with permission to carry on investment a dvisory and related activities, including advising on and arranging deals in relation to certain types of investments in relation to eligible counterparties and professional clients. 25 Table of Contents In 2022, we acquired Abingworth LLP (“Abingworth”), which is authorized and regulated by the FCA, with permissions for establishing, operating, or winding up a collective investment scheme, and managing an unauthorized AIF.
Securities and Exchange Commission (“SEC”), Section 7(d) of the 1940 Act exempts from registration any non-U.S. investment fund all of whose outstanding securities are beneficially owned either by non-U.S. residents or by U.S. residents that are qualified purchasers and purchase their interests in a private placement.
Securities and Exchange Commission (the “SEC”), Section 7(d) of the 1940 Act exempts from registration any non-U.S. investment fund all of whose outstanding securities are beneficially owned either by non-U.S. residents or by U.S. residents that are qualified purchasers and purchase their interests in a private placement.
With limited exceptions, our carry funds, BDCs, NGP Predecessor Funds, and certain other investment vehicles, are closed-end funds. In a closed-end fund structure, once an investor makes an investment, the investor is generally not able to withdraw or redeem its interest, except in very limited circumstances.
With limited exceptions, our carry funds, BDCs, NGP predecessor funds, and certain other investment vehicles, are closed-end funds. In a closed-end fund structure, once an investor makes an investment, the investor generally is not able to withdraw or redeem its interest, except in very limited circumstances.
The investment adviser will receive management fees during a specified period of time, which is generally ten years from the initial closing date, or, in some instances, from the final closing date, but such termination date may be earlier in certain limited circumstances or later (e.g., if extended for successive one-year periods, typically up to a maximum of two years, or until the disposition of the last investment).
The investment adviser will receive management fees during a specified period of time, which generally is ten years from the initial closing date or, in some instances, from the final closing date, but such termination date may be earlier in certain limited circumstances or later (e.g., if extended for successive one-year periods, typically up to a maximum of two years, or until the disposition of the last investment).
The ongoing monitoring fees that they receive are generally calculated either as a fixed amount or as a percentage of a specified financial metric of a particular portfolio company.
The ongoing monitoring fees that they receive generally are calculated either as a fixed amount or as a percentage of a specified financial metric of a particular portfolio company.
The transaction fees that they receive are generally calculated either as a fixed amount or as a percentage (that generally ranges up to 1%, but may exceed 1% in certain circumstances) of the total enterprise value or capitalization of the investment.
The transaction fees that they receive generally are calculated either as a fixed amount or as a percentage (that generally ranges up to 1%, but may exceed 1% in certain circumstances) of the total enterprise value or capitalization of the investment.
In the case of our closed-end carry funds, carried interest is generally calculated on a “realized gain” basis, and each general partner is generally entitled to a carried interest equal to 20% allocation (or approximately 2% to 12.5% in the case of most of our more mature Global Investment Solutions carry funds) of the net realized profit (generally taking into account unrealized losses) generated by third-party capital invested in such fund.
In the case of our closed-end carry funds, carried interest generally is calculated on a “realized gain” basis, and each general partner is generally entitled to a carried interest equal to 20% allocation (or approximately 2% to 12.5% in the case of most of our more mature Global Investment Solutions carry funds) of the net realized profit (generally taking into account unrealized losses) generated by third-party capital invested in such fund.
If, as a result of diminished performance of investments later in the life of a closed-end fund, the fund does not achieve investment returns that (in most cases) exceed the preferred return threshold or (in almost all cases) the general partner receives in excess of the allocated carried interest, we will be obligated to repay the amount by which the carried interest that was previously distributed to us exceeds amounts to which we are ultimately entitled.
If, as a result of diminished performance of investments later in the life of a closed-end fund, the fund does not achieve investment returns that (in most cases) exceed the preferred return threshold or (in almost all cases) the general partner receives in excess of the allocated carried interest, we will be obligated to repay the amount by which the carried interest that previously was distributed to us exceeds amounts to which we are ultimately entitled.
This obligation, which is known as a “giveback” obligation, operates with respect to a given carry fund’s own net investment performance only and is typically capped at the after-tax amount of carried interest received by the general partner.
This obligation, which is known as a “giveback” obligation, operates with respect to a given carry fund’s own net investment performance only and typically is capped at the after-tax amount of carried interest received by the general partner.
Carried interest is ultimately realized and distributed when: (i) an underlying investment is profitably disposed of; (ii) certain costs borne by the investors have been reimbursed; (iii) the investment fund’s cumulative realized returns are in excess of the preferred return; and (iv) we have decided to collect carry rather than return additional capital to investors.
Carried interest ultimately is realized and distributed when: (i) an underlying investment is profitably disposed of, (ii) certain costs borne by the investors have been reimbursed, (iii) the investment fund’s cumulative realized returns are in excess of the preferred return, and (iv) we have decided to collect carry rather than return additional capital to investors.
Distributions to eligible senior Carlyle professionals in respect of such carried interest are generally made shortly thereafter.
Distributions to eligible senior Carlyle professionals in respect of such carried interest generally are made shortly thereafter.
Although Carlyle has seldom been obligated to pay a giveback obligation, such obligation, if any, in respect of previously realized carried interest, is determined and due upon the winding up or liquidation of a carry fund pursuant to the terms of the fund’s partnership agreement and in many cases the giveback is also calculated at prior intervals.
Although Carlyle has seldom been obligated to pay a giveback obligation, such obligation, if any, in respect of previously realized carried interest, is determined and due upon the winding up or liquidation of a carry fund pursuant to the terms of the fund’s partnership agreement and in many cases the giveback also is calculated at prior intervals.
To stay competitive, we believe it is also important to be able to offer fund investors a customized suite of investment products that enable them to tailor their investments across the product offerings in our three global business segments.
To stay competitive, we believe it also is important to be able to offer fund investors a customized suite of investment products that enable them to tailor their investments across the product offerings in our three global business segments.
Some of these competitors may also have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us when sourcing investment opportunities.
Some of these competitors also may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us when sourcing investment opportunities.
Strategic buyers may also be able to achieve synergistic cost savings or revenue enhancements with respect to a targeted portfolio company, which we may not be able to achieve through our own portfolio, and this may provide them with a competitive advantage in bidding for such investments.
Strategic buyers also may be able to achieve synergistic cost savings or revenue enhancements with respect to a targeted portfolio company, which we may not be able to achieve through our own portfolio, and this may provide them with a competitive advantage in bidding for such investments.
CECP has permission to undertake certain investment advisory and related activities in the UK—broadly these are advising on, and arranging deals in relation to certain types of, investments. CECP is only permitted to carry out these activities in relation to eligible counterparties and professional clients.
CECP has permission to undertake certain investment advisory and related activities in the UK—broadly these are advising on, and arranging deals in relation to certain types of, investments. CECP only is permitted to carry out these activities in relation to eligible counterparties and professional clients.
Under the appointed representative arrangement, CIC is only permitted to carry out these activities in relation to eligible counterparties and professional clients.
Under the appointed representative arrangement, CIC only is permitted to carry out these activities in relation to eligible counterparties and professional clients.
It is possible that in the future, CIM Europe may also have to comply with IFR/IFD in relation to its MiFID top-up permissions; however, Luxembourg does not currently apply the regime to AIFMs with MiFID top-ups.
It is possible that in the future, CIM Europe also may have to comply with IFR/IFD in relation to its MiFID top-up permissions; however, Luxembourg does not currently apply the regime to AIFMs with MiFID top-ups.
Certain of our private funds are also required to comply with the trading and disclosure rules and regulations of non-U.S. securities regulators. The Organization for Economic Cooperation and Development (the “OECD”) has developed Common Reporting Standard (“CRS”) rules for the automatic exchange of FATCA-like financial account information amongst OECD member states.
Certain of our private funds also are required to comply with the trading and disclosure rules and regulations of non-U.S. securities regulators. The Organization for Economic Cooperation and Development (the “OECD”) has developed Common Reporting Standard (“CRS”) rules for the automatic exchange of FATCA-like financial account information amongst OECD member states.
Carlyle Japan Equity Management LLC (“CJEM”) is registered with the Financial Services Agency of Japan to carry out Type II Financial Instruments Business as a Financial Instruments Business Operator and it is also a member of the the Type II Financial Instruments Firms Association, a self-regulatory organization in Japan.
Carlyle Japan Equity Management LLC (“CJEM”) is registered with the Financial Services Agency of Japan to carry out Type II Financial Instruments Business as a Financial Instruments Business Operator and it is also a member of the Type II Financial Instruments Firms Association, a self-regulatory organization in Japan.
To access these filings, go to the “SEC Documents” portion of our “Shareholders” page on our website. You may also access the reports and other documents we file with the SEC at a website maintained by the SEC at www.sec.gov.
To access these filings, go to the “SEC Documents” portion of our “Shareholders” page on our website. You also may access the reports and other documents we file with the SEC at a website maintained by the SEC at www.sec.gov.
The Cross-Border Marketing Rules were introduced to streamline certain aspects of marketing investment funds by harmonizing the ability for EU AIFMs to distribute AIFs across the EU, including by introducing a new regime for “pre-marketing.” Moreover, these regulations also impose new restrictions and new obligations on fund managers that are pre-marketing their funds in the European Union.
The Cross-Border Marketing Rules were introduced to streamline certain aspects of marketing investment funds by harmonizing the ability for EU AIFMs to distribute AIFs across the EU, including by introducing a new regime for “pre-marketing.” These regulations also impose new restrictions and new obligations on fund managers that are pre-marketing their funds in the European Union.
CELF Advisors LLP (“CELF”), another one of our subsidiaries in the UK, is also authorized and regulated by the FCA, but has permission to undertake a broader range of regulated activities than CECP, namely, arranging deals in investments, advising on investments, managing investments, dealing in investments as agent, and arranging for the 25 safeguarding and administration of assets.
CELF Advisors LLP (“CELF”), another one of our subsidiaries in the UK, also is authorized and regulated by the FCA, but has permission to undertake a broader range of regulated activities than CECP, namely, arranging deals in investments, advising on investments, managing investments, dealing in investments as agent, and arranging for the safeguarding and administration of assets.
Our Infrastructure debt team invests primarily in directly originated and privately negotiated debt instruments related to global infrastructure projects, primarily in the power, energy, transportation, water/ waste, telecommunications and social infrastructure sectors. The team focuses primarily on senior, subordinated, and mezzanine debt and seeks to invest primarily in developed markets within the Organization for Economic Cooperation and Development (“OECD”).
Our Infrastructure credit team invests primarily in directly originated and privately negotiated debt instruments related to global infrastructure projects, primarily in the power, energy, transportation, water/waste, telecommunications and social infrastructure sectors. The team focuses primarily on senior, subordinated, and mezzanine debt and seeks to invest primarily in developed markets within the Organization for Economic Cooperation and Development (“OECD”).
Under the AIFMD, an AIFM may, in addition to its fund management activity, also be authorized to provide certain investment services that would otherwise require authorization under MiFID. Authorization under the AIFMD is currently available only to EEA fund managers. AlpInvest obtained authorization as an AIFM from the Authority for Financial Markets in the Netherlands (the “AFM”) in 2015.
Under the AIFMD, an AIFM may, in addition to its fund management activity, be authorized to provide certain investment services that would otherwise require authorization under MiFID. Authorization under the AIFMD is currently available only to EEA fund managers. AlpInvest obtained authorization as an AIFM from the Authority for Financial Markets in the Netherlands (the “AFM”) in 2015.
AIFMD II imposes a number of amendments to the AIFMD, including more onerous delegation requirements, enhanced substance requirements, additional liquidity management provisions for AIFMs to the extent that they manage open-ended AIFs, and revised regulatory reporting and investor disclosures requirements.
AIFMD II imposes a number of amendments to the AIFMD, including more onerous delegation transparency requirements, enhanced substance requirements, additional liquidity management provisions for AIFMs to the extent that they manage open-ended AIFs, and revised regulatory reporting and investor disclosures requirements.
In addition to these traditional competitors, we increasingly have faced competition from local and regional firms, insurance and reinsurance 23 companies, sovereign wealth funds, family offices, and agencies and instrumentalities of governments in the various countries in which we invest.
In addition to these traditional competitors, we increasingly have faced competition from local and regional firms, insurance and reinsurance companies, sovereign wealth funds, family offices, and agencies and instrumentalities of governments in the various countries in which we invest.
Most of our funds also have an investor advisory committee, comprising representatives of certain limited partners, which may consider and/or waive conflicts of interest or otherwise consult with the general partner on certain partnership matters.
Most of our commingled funds also have an investor advisory committee, comprising representatives of certain limited partners, which may consider and/or waive conflicts of interest or otherwise consult with the general partner on certain partnership matters.
Our annual, discretionary performance-based bonus program is a significant component of our compensation program and rewards employees based on firm, segment, investment fund, department, and individual performance to directly align our employees 21 with our financial performance and strategic goals.
Our annual, discretionary performance-based bonus program is a significant component of our compensation program and rewards employees based on firm, segment, investment fund, department, and individual performance to directly align our employees with our financial performance and strategic goals.
Management fees for CTAC are due monthly in arrears at the annual rate of 1.0% of the month-end value of CTAC’s net assets. Management fees for Carlyle Capital Income Fund (“CCIF”) are due monthly in arrears at the annual rate of 1.75% of the month-end value of CCIF’s managed assets.
Management fees for CTAC are due monthly in arrears at the annual rate of 1.0% of the month-end value of CTAC’s managed assets. Management fees for Carlyle Capital Income Fund (“CCIF”) are due monthly in arrears at the annual rate of 1.75% of the month-end value of CCIF’s managed assets.
Additionally, we are leveraging technological innovations and Artificial Intelligence tools which offer operational efficiency potential across the deal life cycle from sourcing and 12 diligence, all the way through to exits.
Additionally, we are leveraging technological innovations and Artificial Intelligence tools which offer operational efficiency potential across the deal life cycle from sourcing and diligence, all the way through to exits.
Deal teams consistently strive to be creative and look for deals in which we can leverage Carlyle’s competitive advantages, sector experience and the global platform.
Deal teams consistently strive to be creative and look for deals in which we can leverage Carlyle’s competitive advantages, sector experience, and global platform.
Investors in the latest generation of our closed-end real estate funds are also obligated to continue to make capital contributions with respect to follow-on investments and to repay indebtedness for a period of time after the original expiration date of the commitment period, as well as to fund partnership expenses and management fees during the life of the fund.
Investors in the latest generation of our closed-end real estate funds also are obligated to continue to make capital contributions with respect to follow-on investments and to repay indebtedness for a period of time after the original expiration date of the commitment period, as well as to fund partnership expenses and any applicable management fees during the life of the fund.
Carlyle has an internal, dedicated Sustainability team with a breadth of experience to help identify critical ESG matters in our investment processes, as well as a network of outside experts to enable our investment teams to selectively go deeper on important sustainability and ESG factors and identify potential growth opportunities for a given investment over our projected investment periods.
Carlyle has an internal, dedicated Sustainability team with a breadth of experience to help identify critical ESG matters in our investment processes, as well as a network of outside experts to support our investment teams to selectively go deeper on important sustainability and ESG factors and identify potential growth opportunities for a given investment over our projected investment periods.
In addition, we encourage our employees to leave their comfort zone and seek out a leading edge while working with passion, creativity, and a relentless determination to deliver for our stakeholders. We also seek to foster lateral working relationships across and beyond Carlyle while working as one team to drive long-term value creation.
In addition, we encourage our employees to leave their comfort zone and seek out a leading edge while working with passion, creativity, and a relentless determination to deliver for our shareholders and other stakeholders. We also seek to foster lateral working relationships across and beyond Carlyle while working as one team to drive long-term value creation.
The investor services group performs a range of functions to support our investment teams, LP relations group and the corporate infrastructure of Carlyle.
The investor services group performs a range of functions to support our investment teams, investor relations group, and the corporate infrastructure of Carlyle.
At present, some EEA states have chosen not to operate a national 26 private placement regime at all, some EEA states apply the minimum requirements, others require the minimum plus a few additional requirements (e.g., the appointment of a depository), and some require compliance with substantially all of the AIFMD.
At present, some EEA states have chosen not to operate a national private placement regime at all, some EEA states apply the minimum requirements, others require the minimum plus a few additional requirements (e.g., the appointment of a depository), and some require compliance with substantially all of the 26 Table of Contents AIFMD.
To further align the interests of our employees with our stockholders and to cultivate a strong sense of ownership and commitment to our firm, certain employees also are eligible to receive awards of restricted stock units and/or participate in our other long-term incentive programs.
To further align the interests of our employees with our shareholders and to cultivate a strong sense of ownership and commitment to our firm, certain employees also are eligible to receive awards of restricted stock units and/or participate in our other long-term incentive programs.
Our Board of Directors oversees our enterprise risk management strategy, including our strategy on cybersecurity risks, directly and through its committees. The Audit Committee of the Board of Directors oversees our risk management program, which focuses on the most significant risks we face in the short-, intermediate-, and long-term timeframe.
Our Board of Directors oversees our enterprise risk management strategy, including our strategy on cybersecurity risks, directly and through its committees. In this respect, the Audit Committee of the Board of Directors oversees our risk management program, which focuses on the most significant risks we face in the short-, intermediate-, and long-term timeframe.
(3) NGP Energy funds are advised by NGP Energy Capital Management, LLC, a separately registered investment adviser. We do not serve as an investment adviser to those funds. (4) Includes our Infrastructure (CGIOF), Renewable Energy (CRSEF) and Power funds (CPP / CPOCP).
(2) NGP Energy funds are advised by NGP Energy Capital Management, LLC, a separately registered investment adviser. We do not serve as an investment adviser to those funds. (3) Includes our Infrastructure (CGIOF), Renewable Energy (CRSEF) and Power funds (CPP / CPOCP).
See Item 1A “Risk Factors—Risks Related to Regulation and Litigation—Extensive regulation in the United States and abroad affects our activities, increases the cost of doing business and creates the potential for significant liabilities and penalties,” “Financial regulations and changes thereto in the United States could adversely affect our business and the possibility of increased regulatory focus could result in additional burdens and expenses on our business,” and “Regulatory initiatives in jurisdictions outside the United States could adversely affect our business.” 29 Our businesses have operated for many years within a framework that requires our being able to monitor and comply with a broad range of legal and regulatory developments that affect our activities, and we take our obligation to comply with all such laws, regulations, and internal policies seriously.
See Item 1A “Risk Factors—Risks Related to Regulation and Litigation—Extensive regulation of our business affects our activities and creates the potential for significant liabilities and penalties, and could result in additional burdens on our business,” “Financial regulations and changes thereto in the United States could adversely affect our business and the possibility of increased regulatory focus could result in additional burdens and expenses on our business,” and “Regulatory initiatives in jurisdictions outside the United States could adversely affect our business.” Our businesses have operated for many years within a framework that requires our being able to monitor and comply with a broad range of legal and regulatory developments that affect our activities, and we take our obligation to comply with all such laws, regulations, and internal policies seriously.
Carlyle Mauritius CIS Investment Management Limited holds a “Qualified Foreign Institutional 28 Investor” license from the China Securities Regulatory Commission, which entitles this entity to invest in certain permitted financial instruments (including equity) and derivatives traded or listed on exchanges in the Peoples Republic of China.
Carlyle Mauritius CIS Investment Management Limited holds a “Qualified Foreign Institutional Investor” license from the China Securities Regulatory Commission, which entitles this entity to invest in certain permitted financial instruments (including equity) and derivatives traded or listed on exchanges in the People’s Republic of China.
Where our funds, either alone or as part of a consortium, are not the controlling investor, we typically, subject to applicable regulatory requirements, acquire significant voting and other control rights with a view to securing influence over the conduct of the business. • Driving Value Creation.
Where our funds, either alone or as part of a consortium, are not the controlling investor, we typically, subject to applicable regulatory requirements, acquire significant voting and other control rights with a view to securing influence over the conduct of the business. 12 Table of Contents • Driving Value Creation.
(7) Includes our Energy Credit (CEMOF) and Real Estate Credit (CNLI) funds. (8) Includes Mezzanine funds and Carlyle AlpInvest Private Markets Fund (CAPM). Organizational Structure On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P. into a Delaware corporation named The Carlyle Group Inc.
(6) Includes our Energy Credit (CEMOF) and Real Estate Credit (CNLI) funds. (7) Includes Mezzanine and Carlyle AlpInvest Private Markets (CAPM) funds . Organizational Structure On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P. into a Delaware corporation named The Carlyle Group Inc.
To the extent the financing instruments are held by the funds, these fees are generally offset against management fees or partnership expenses of the funds. Performance Allocations. The general partner of each of our carry funds also receives carried interest from the carry funds. Carried interest entitles the general partner to a special residual allocation of profit on third-party capital.
To the extent the financing instruments are held by the funds, these fees are generally offset against management fees of the funds. Performance Allocations. The general partner of each of our carry funds also receives carried interest from the carry funds. Carried interest entitles the general partner to a special residual allocation of profit on third-party capital.
Information about our segments should be read together with Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Global Private Equity Our GPE segment advises our buyout, growth, real estate, infrastructure and natural resources funds.
Information about our segments should be read together with Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 8 Table of Contents Global Private Equity Our GPE segment advises our buyout, growth, real estate, infrastructure, and natural resources funds.
Under IFPR, CECP, and CELF, and subject to FCA approval, AlpInvest Partners LLP, are each required to also make public disclosures on their websites in relation to their (i) own funds, own funds requirements, and governance structures; (ii) risk management; and (iii) remuneration, including quantitative information on remuneration paid to staff.
Under IFPR, CECP, CELF, and AlpInvest Partners LLP, are each required to also make public disclosures on their websites in relation to their (i) own funds, own funds requirements, and governance structures, (ii) risk management, and (iii) remuneration, including quantitative information on remuneration paid to staff.
Included among our many longstanding fund investors are pension funds, sovereign wealth funds, insurance companies and high net worth individuals in the United States, Asia, Europe, the Middle East, and South America. 15 We have a dedicated in-house investor relations group that strives to cultivate long-term, strategic partnerships with our limited partners.
Included among our many longstanding fund investors are pension funds, sovereign wealth funds, insurance companies and high net worth individuals in the United States, Asia, Europe, the Middle East, and South America. We have a dedicated investor relations team that strives to cultivate long-term, strategic partnerships with our limited partners.
In addition, as a result of ownership of Fortitude by our investment fund, certain Carlyle affiliates that serve as general partner and investment advisor to the fund are subject to certain insurance laws and regulations in Bermuda as a “controller” of Fortitude Re and Fortitude International Re under the Bermuda Insurance Act.
In addition, as a result of ownership of Fortitude by our investment fund, certain Carlyle affiliates that serve as general partner and investment advisor to the fund are subject to certain insurance laws and regulations in Bermuda as a “controller” of Fortitude 29 Table of Contents Re and Fortitude International Re under the Bermuda Insurance Act.
(5) Includes Carlyle FRL, capital raised from strategic third-party investors which directly invest in Fortitude alongside Carlyle FRL, as well as the fair value of the general account assets covered by the strategic advisory services agreement with Fortitude. (6) Includes our business development companies (CSL / CARS) and our newly launched evergreen fund (CDLF).
(4) Includes Carlyle FRL, capital raised from strategic third-party investors which directly invest in Fortitude alongside Carlyle FRL, as well as the fair value of the general account assets covered by the strategic advisory services agreement with Fortitude. (5) Includes our business development companies (CSL / CARS) and our evergreen fund (CDLF).
The uniform net capital rule limits the amount of qualifying subordinated debt that is treated as equity to a specific percentage under the debt-to-equity ratio test, and further limits the withdrawal of equity capital, which is subject to specific notice provisions.
The uniform net capital rule limits the amount of qualifying subordinated debt that is treated as equity to a specific 24 Table of Contents percentage under the debt-to-equity ratio test, and further limits the withdrawal of equity capital, which is subject to specific notice provisions.
The following table presents certain data about our Global Credit segment as of December 31, 2023 (dollar amounts in billions).
The following table presents certain data about our Global Credit segment as of December 31, 2024 (dollar amounts in billions).
Furthermore, the governing agreement of each investment vehicle contains restrictions on an investor’s ability to transfer its interest in the fund.
Moreover, the governing agreement of each investment vehicle contains restrictions on an investor’s ability to transfer its interest in the fund.
In our CLO business, our liquid credit team uses an in-house risk and analytics platform to monitor and analyze our portfolio, and repositions the portfolio as appropriate. The analytics platform is also used to generate sensitivity analysis for critical risk factors such as default rates, prepayment rates and liquidation prices.
In our CLO business, our liquid credit team uses an in-house risk and analytics platform to monitor and analyze our portfolio, and repositions the 14 Table of Contents portfolio as appropriate. The analytics platform is also used to generate sensitivity analysis for critical risk factors such as default rates, prepayment rates and liquidation prices.
The general partners or investment advisers to certain of our Global Private Equity and Global Credit carry funds from time to time receive customary transaction fees upon consummation of many of our funds’ acquisition transactions, receive monitoring fees from many of their portfolio companies following acquisition, and may receive other fees in connection with their activities.
The general partners or investment advisers of certain of our Global Private Equity carry funds from time to time receive customary transaction fees upon consummation of many of the fund’s acquisition transactions, receive monitoring fees from many of the fund’s portfolio companies following acquisition, and may receive other fees in connection with the fund’s activities.
The IFPR took effect from January 1, 2022, and applies to our subsidiaries that are UK investment firms under MiFID II, namely CECP, CELF, and subject to FCA approval, AlpInvest Partners LLP.
The IFPR took effect from January 1, 2022, and applies to our subsidiaries that are UK investment firms under MiFID II, namely CECP, CELF, and AlpInvest Partners LLP.
Our Global Investment Solutions funds are not eligible for carried interest distributions until all capital contributions for investments and expenses and the preferred return hurdle have been returned.
In substantially all cases, our Global Investment Solutions funds are not eligible for carried interest distributions until all capital contributions for investments and expenses and the preferred return hurdle have been returned.
We believe the loyalty of our carry fund investor base, as evidenced by our substantial number of multi-fund relationships, enhances our ability to raise new funds and successor funds in existing strategies. Investor Services We have a team of 841 investor services professionals worldwide.
We believe the loyalty of our carry fund investor base, as evidenced by our substantial number of multi-fund relationships, enhances our ability to raise new funds and successor funds in existing strategies. Investor Services We have a team of more than 900 investor services professionals worldwide.
Under the IFPR, among other requirements, both CECP and CELF, and subject to FCA approval, AlpInvest Partners LLP, are required to maintain a more onerous policy on remuneration, set an appropriate ratio between the variable and fixed components of total remuneration, and meet requirements on the structure of variable remuneration.
Under the IFPR, among other requirements, CECP, CELF, and AlpInvest Partners LLP, are required to maintain a more onerous policy on remuneration, set an appropriate ratio between the variable and fixed components of total remuneration, and meet requirements on the structure of variable remuneration.
In particular, as AlpInvest’s assets under management attributable to separate accounts regulated by MiFID II increases so will AlpInvest’s regulatory capital and liquidity adequacy requirements, which may increase the costs of doing business and may impede intra-group capital and cash flows.
In particular, as AlpInvest’s AUM attributable to separate accounts regulated by MiFID II increases so will AlpInvest’s regulatory capital and liquidity adequacy requirements, which may increase the costs of doing business and may impede intra-group capital and cash flows.
Our investment professionals work to enhance leadership and organizational effectiveness through proprietary and third-party data-driven assessments, best-practice playbooks, and knowledge-sharing forums. ◦ Pursuing Best Exit Alternatives .
Our investment professionals work to enhance leaders hip and organizational effectiveness through proprietary and third-party data-driven assessments, best-practice playbooks, and knowledge-sharing forums. ◦ Pursuing Best Exit Alternatives .
The investment adviser of our Global Investment Solutions carry funds generally receives an annual management fee that ranges from 0.25% to 1.5% of the fund’s capital commitments or its committed capital to investments during the commitment fee period of the relevant fund.
The investment advisers of our Global Investment Solutions carry funds generally receive an annual management fee that ranges from 0.25% to 1.5% of the fund’s capital commitments or its committed capital to investments during the commitment fee period of the relevant fund.
These investments are generally made when an investment opportunity is too large for a particular fund and the sponsor of the fund therefore seeks to raise additional “co-investment” capital from sources such as AlpInvest. As of December 31, 2023 , our co-investment programs totaled $20.9 billion in AUM. • Private Equity Fund Investments.
These investments are generally made when an investment opportunity is too large for a particular fund and the sponsor of the fund therefore seeks to raise additional “co-investment” capital from sources such as AlpInvest. As of December 31, 2024 , our co-investment programs totaled $22.2 billion in AUM. • Private Equity Fund Investments.
Credit Strategic Solutions (“CSS”) is an asset-backed, private fixed income investment strategy within Global Credit that seeks to generate a premium return profile compared to traditional fixed income and credit investments by acquiring and lending against diversified pools of assets with contractual cash flows.
Asset-backed finance (“ABF”) is an asset-backed, private fixed income investment strategy within Global Credit that seeks to generate a premium return profile compared to traditional fixed income and credit investments by acquiring and lending against diversified pools of assets with contractual cash flows.
Consistent with our guiding principle that building better businesses means investing responsibly and engaging in the communities where we work and invest, we encourage our employees to get involved where they live, work, and invest through our volunteer and wealth sharing programs. In 2023, more than 270 Carlyle employees gave over 600 philanthropic gifts, which we matched.
Consistent with our guiding principle that building better businesses means investing responsibly and engaging in the communities where we work and invest, we encourage our employees to get involved where they live, work, and invest through our volunteer and wealth sharing programs. In 2024, more than 290 Carlyle employees gave over 490 philanthropic gifts, which we matched.
Competition As a global investment firm, we compete with a broad array of regional and global investment firms, as well as global banking institutions and other types of financial institutions and markets, for employees, investors, and investment opportunities. Generally, our competition varies across business lines, geographies, distribution channels, and financial markets.
See Item 1C “Cybersecurity.” Competition As a global investment firm, we compete with a broad array of regional and global investment firms, as well as global banking institutions and other types of financial institutions and markets, for employees, investors, and investment opportunities. Generally, our competition varies across business lines, geographies, distribution channels, and financial markets.
As of December 31, 2023 , our secondary and portfolio finance investments program totaled $30.2 billion in AUM. • Private Equity Co-investments. AlpInvest invests alongside other private equity and mezzanine funds in which it or certain AlpInvest limited partners typically has a primary fund investment throughout Europe, North America and Asia.
As of December 31, 2024 , our secondary and portfolio finance investments program totaled $37.1 billion in AUM. • Private Equity Co-investments. AlpInvest invests alongside other private equity and mezzanine funds in which it or certain AlpInvest limited partners typically has a primary fund investment throughout Europe, North America and Asia.
See Item 1A “Risk Factors—Risks Related to Our Common Stock—Carlyle Group Management L.L.C. has significant influence over us and its interests may conflict with ours or yours.” Limited Partner Relations Our diverse and sophisticated investor base includes more than more than 3,000 active investors in our products located in 87 countries.
See Item 1A “Risk Factors—Risks Related to Our Common Stock—Carlyle Group Management L.L.C. has significant influence over us and its interests may conflict with ours or yours.” Investor Relations Our diverse and sophisticated investor base includes more than 3,100 active carry fund investors located in 87 countries.
Our real estate funds generally focus on acquiring single-property assets rather than large-cap companies with real estate portfolios and made more than 1,550 investments in more than 750 cities or metropolitan statistical areas around the world from inception through December 31, 2023 .
Our real estate funds generally focus on acquiring single-property assets rather than large-cap companies with real estate portfolios and made more than 1,650 investments in more than 800 cities or metropolitan statistical areas around the world from inception through December 31, 2024 .
Carlyle Aviation Partners is our multi-strategy investment platform that is engaged in commercial aviation aircraft financing and investment throughout the commercial aviation industry. As of December 31, 2023 , Carlyle Aviation Partners had approximately $12.1 billion in AUM across carry funds, securitization vehicles, liquid strategies, and other vehicles. • Infrastructure Debt.
Carlyle Aviation Partners is our multi-strategy investment platform that is engaged in commercial aviation aircraft financing and investment throughout the commercial aviation industry. As of December 31, 2024 , Carlyle Aviation Partners had approximately $12.6 billion in AUM across carry funds, securitization vehicles, liquid strategies, and other vehicles. • Infrastructure Credit .
(“TCG Capital Markets”), restructured and now operate as TCG Capital Markets. TCG Capital Markets is registered as a broker-dealer with the SEC and in 50 states, the District of Columbia, the Commonwealth of Puerto Rico, and the Virgin Islands, and is a member of the Financial Industry Regulatory Authority (“FINRA”).
TCG Capital Markets is registered as a broker-dealer with the SEC and in 50 states, the District of Columbia, the Commonwealth of Puerto Rico, and the Virgin Islands, and is a member of the Financial Industry Regulatory Authority (“FINRA”).
In addition, the Temporary Marketing Permission Regime (the “TMPR”) allowed EU AIFMs to continue to market in the UK those funds that were in existence on December 31, 2020, on broadly the same terms as previously applied. T he TMPR expired on December 31, 2023.
In addition, the Temporary Marketing Permission Regime (the “TMPR”) allowed EU AIFMs to continue to market in the UK those funds that were in existence on December 31, 2020, on broadly the same terms as previously applied.
Our corporate private equity investment portfolio includes more than 200 active corporate investments as of December 31, 2023 , across a diverse range of industries and geographies that each generate multiple data points (e.g., orders, shipments, production volumes, occupancy rates, bookings).
Our corporate private equity investment portfolio includes 190 active corporate investments as of December 31, 2024 , across a diverse range of industries and geographies that each generate multiple data points (e.g., orders, shipments, production volumes, occupancy rates, bookings).
We also continue to use technology to augment our fund transparency and communication around insights, as well as facilitate consistent dialogue through both virtual and in-person meetings and events. This partnership approach to fundraising has been critical in raising $118.3 billion over the past three years.
We also continue to use technology to augment our fund transparency and communication around insights, as well as facilitate consistent dialogue through both virtual and in-person meetings and events. This partnership approach to fundraising has been critical in raising $108 billion over the past three years, including nearly $41 billion in 2024.
The governing agreements of the vast majority of our investment funds provide that, subject to certain conditions, a majority in interest (based on capital commitments) of third-party investors in those funds have the right to remove the general partner of the fund for cause and/or to accelerate the liquidation date of the investment fund without cause.
The governing agreements of the vast majority of our investment funds, other than our AlpInvest funds as discussed further below, provide that, subject to certain conditions, a majority in interest (based on capital commitments) of third-party investors in those funds have the right to remove the general partner of the fund for cause and/or to accelerate the liquidation date of the investment fund without cause.
In order to further drive the alignment of the interests of our personnel with our stockholders and to improve retention of our personnel, a portion of the performance-based bonuses for performance in 2023 was paid to certain senior Carlyle professionals in the form of a grant of restricted stock units that vests in installments over a period of three years .
In order to further drive the alignment of the interests of our personnel with our shareholders and to improve retention of our personnel, a portion of the performance-based bonuses for 2024 was paid to Carlyle professionals receiving bonuses over a certain threshold in the form of a grant of restricted stock units that vests in installments over a period of three years.
The Carlyle Group Inc. was formed in Delaware as a partnership on July 18, 2011, and converted to a corporation on January 1, 2020. Our principal executive offices are located at 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004-2505. I TEM 1A.
The Carlyle Group Inc. was formed in Delaware as a partnership on July 18, 2011, and converted to a corporation on January 1, 2020. Our principal executive offices are located at 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004-2505. 30 Table of Contents
Through our strategic partnership with NGP, we are entitled to 55% of the management fee related revenue of the NGP entities that serve as advisors to the NGP Energy Funds, and an allocation of income related to the carried interest received by the fund general partners of the NGP Carry Funds. (2) Total GPE investment professionals excludes NGP employees.
Through our strategic partnership with NGP, we are entitled to 55% of the management fee related revenue of the NGP entities that serve as advisors to the NGP Energy Funds, and an allocation of income related to the carried interest received by the fund general partners of the NGP Carry Funds.
Global Credit, which also includes our Insurance Solutions and Global Capital Markets businesses, has been Carlyle’s fastest- growing segment in the past five years, with total AUM increasing over four times in that period.
Global Credit, which also includes our Insurance Solutions and Global Capital Markets businesses, has been Carlyle’s fastest-growing segment in the past five years, with total AUM nearly quadrupling in that period.
Our Global Credit team also seeks to leverage resources from across the firm, utilizing information obtained from our more than 300 active portfolio companies and lending relationships, credit industry research team , and in-house government affairs and economic research teams.
Our Global Credit team also seeks to leverage resources from across the firm, utilizing information obtained from our more than 275 active portfolio companies and lending relationships, credit industry research team, in-house government affairs and economic research, and ESG teams. • Evaluation of Macroeconomic Factors.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeGTS also administers the firm’s cyber third-party risk management program, which assesses external service providers before onboarding and provides ongoing monitoring in accordance with certain risk-based cybersecurity criteria. To our knowledge, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations, or financial condition.
Biggest changeGTS also administers the firm’s cyber third-party risk management program, which assesses external service providers before onboarding and provides ongoing monitoring in accordance with certain risk-based cybersecurity criteria.
The GTS team works closely with our business segment teams to maintain operational resilience through business continuity planning and annual information 104 technology disaster recovery and incident response plan testing, which collectively support the goal of mitigating risk were an emergency to occur.
The GTS team works closely with our business segment teams to maintain operational resilience through business continuity planning and annual information technology disaster recovery and incident response plan testing, which collectively support the goal of mitigating risk were an emergency to occur.
These efforts are underpinned by the implementation of security best practices, where possible, such as: • Multi-factor authentication for remote access, privileged access management for system administrators, application whitelisting, laptop encryption, and advanced malware defenses on endpoints; • Incident preparedness and response planning and risk mitigation; • Independent and continuous security testing, assessment, and vulnerability management; • Regular security awareness training, including phishing simulations, for Carlyle authorized users; • Restrictions on access to personal email accounts, cloud storage, social media, risk-based categories of websites, and USB storage devices; • Device and system access management policies and procedures that restrict access upon employee or contractor separation from the company; and • Compliance attestations by Carlyle personnel on firm policies, such as our acceptable use policy, upon hire and annually.
These efforts are underpinned by the implementation of security best practices, where possible, such as: 96 Table of Contents • Multi-factor authentication for remote access, privileged access management for system administrators, application whitelisting, laptop encryption, mobile device management software, and advanced malware defenses on endpoints; • Incident preparedness and response planning and risk mitigation; • Independent and continuous security testing, assessment, and third-party risk and vulnerability management; • Regular security awareness training, including phishing simulations, for Carlyle authorized users; • Restrictions on access to personal email accounts, cloud storage, social media, risk-based categories of websites, and USB storage devices; • Device and system access management policies and procedures that restrict access upon employee or contractor separation from the company; and • Compliance attestations by Carlyle personnel on firm policies, such as our acceptable use policy, upon hire and annually.
As described above, our CISO leads our cybersecurity program, chairs Carlyle’s ISSC that is comprised of senior management and other sector representatives, and provides cybersecurity status reporting to our Audit Committee as necessary and at least annually.
As described above, our CISO leads our cybersecurity program, chairs Carlyle’s ISSC that comprises senior management and other sector representatives, and provides cybersecurity status reporting to our Audit Committee as necessary and at least annually.
Our CISO, in coordination with our Chief Financial Officer, Chief Compliance Officer, Chief Information Officer, Chief Risk Officer, and Chief Audit Executive, among certain other senior executives, is responsible for leading the assessment 105 and management of cybersecurity risks. The current CISO has over 30 years of experience in information security and is a Certified Information Systems Security Professional.
Our CISO, in coordination with our Chief Financial Officer, Chief Compliance Officer, Chief Information Officer, Chief Risk Officer, and Chief Audit Executive, among certain other senior executives, is responsible for leading the assessment 97 Table of Contents and management of cybersecurity risks.
Added
To our knowledge, cybersecurity threats, including as a result of any previous detected or undetected cybersecurity incidents, have not materially affected us, including our business strategy, results of operations, or financial condition; however, we may learn new facts about these detected or undetected incidents and these facts may lead us to change this materiality assessment.
Added
The current CISO has over 22 years of experience in information security that includes key roles managing cybersecurity risk in both government and the private sector.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our principal executive offices are located in leased office space at 1001 Pennsylvania Avenue, NW, Washington, D.C. We also lease the space for our other 27 offices. We do not own any real property. We consider these facilities to be suitable and adequate for the management and operation of our business.
Biggest changeITEM 2. PROPERTIES Our principal executive offices are located in leased office space at 1001 Pennsylvania Avenue, NW, Washington, D.C. We also lease the space for our other 28 offices. We do not own any real property. We consider these facilities to be suitable and adequate for the management and operation of our business.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS In the ordinary course of business, the Company is a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims. See Note 9 to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for a discussion of certain of these matters. ITEM 4.
Biggest changeITEM 3. LEGAL PROCEEDINGS In the ordinary course of business, the Company is a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims. See Note 8 , Commitments and Contingencies , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for a discussion of certain of these matters.
Added
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table sets forth repurchases of our common stock during the three months ended December 31, 2023 for the periods indicated: Period (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (Dollars in millions, except unit and per unit data) October 1, 2023 to October 31, 2023 (1) — $ — — $ 396.8 November 1, 2023 to November 30, 2023 (1) — $ — — $ 396.8 December 1, 2023 to December 31, 2023 (1) — $ — — $ 396.8 Total — — (1) On October 28, 2021, we announced that the Board of Directors of the Company authorized the repurchase of up to $400.0 million of common stock in the aggregate, effective January 1, 2022.
Biggest changePeriod (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (3) (Dollars in millions, except unit and per unit data) October 1, 2024 to October 31, 2024 (1) — $ — — $ 1,054.4 November 1, 2024 to November 30, 2024 (1)(2) 716,872 $ 52.17 716,872 $ 1,017.0 December 1, 2024 to December 31, 2024 (1)(2) 238,937 $ 52.82 238,937 $ 1,004.4 Total 955,809 955,809 (1) The Board of Directors reset the total repurchase authorization of our previously approved share repurchase program to $1.4 billion in shares of our common stock, effective as of February 6, 2024, which authorization replaced the Company’s prior $500 million authorization.
The declaration and payment of any dividends to holders of our common stock are subject to the discretion of our Board of Directors, which may change our dividend policy at any time or from time to time, and the terms of our certificate of incorporation.
The declaration and payment of any dividends to holders of our common stock are subject to the discretion of our Board of Directors, which may change our dividend policy at any time or from time to time, and the terms of our amended and restated certificate of incorporation.
Rule 10b5-1 Trading Plans As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers, and other employees, from time to time, some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our common stock. ITEM 6. [RESERVED] 108
Rule 10b5-1 Trading Plans As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers, and other employees, from time to time, some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our common stock.
In order to effectuate the amended NGP agreement, we entered into agreements with an affiliate of NGP Management on each of the dates below to deliver such shares as follows: Shares of Common Stock Delivered / Deliverable in August, 2021 2022 2023 2024 2025 2026 2027 Date of Agreement: February 1, 2018 120,159 — — — — — — February 1, 2019 164,391 164,393 — — — — — February 1, 2020 119,760 89,821 89,820 — — — — February 1, 2021 — 116,559 87,419 87,418 — — — February 1, 2022 — — 75,290 56,467 56,467 — — February 1, 2023 — — — 103,432 77,574 77,573 — February 1, 2024 — — — — 98,918 74,188 74,187 Such securities have been offered and sold in reliance on the exemption contained in Section 4(a)(2) of the Securities Act as a transaction by the issuer not involving a public offering.
In order to effectuate the amended NGP agreement, we entered into agreements with an affiliate of NGP Management on each of the dates below to deliver such shares as follows: Shares of Common Stock Delivered / Deliverable in August 2022 2023 2024 2025 2026 2027 2028 Date of Agreement: February 1, 2019 164,393 — — — — — — February 1, 2020 89,821 89,820 — — — — — February 1, 2021 116,559 87,419 87,418 — — — — February 1, 2022 — 75,290 56,467 56,467 — — — February 1, 2023 — — 103,432 77,574 77,573 — — February 1, 2024 — — — 98,918 74,188 74,187 — February 1, 2025 — — — — 68,757 51,567 51,567 Such securities have been offered and sold in reliance on the exemption contained in Section 4(a)(2) of the Securities Act as a transaction by the issuer not involving a public offering.
In addition to repurchases of common stock, the repurchase program will be used for the payment of tax withholding amounts upon net settlement of equity awards granted pursuant to our Equity Incentive Plan or otherwise based on the value of shares of withheld that would have otherwise been issued to the award holder.
In addition to the repurchase of common stock, the share repurchase program is used for the payment of tax withholding amounts upon net share settlement of equity-based awards granted pursuant to our Equity Incentive Plan or otherwise based on the value of shares of withheld that would have otherwise been issued to the award holder.
Stock Performance Graph The following graph depicts the total return to holders of our common stock from the closing price on December 31, 2018, the last trading day of our 2018 fiscal year, through December 29, 2023 , the last trading day of our 2023 fiscal year, relative to the performance of the Dow Jones U.S.
Stock Performance Graph The following graph depicts the total return to holders of our common stock from the closing price on December 31, 2019, the last trading day of our 2019 fiscal year, through December 31, 2024, the last trading day of our 2024 fiscal year, relative to the performance of the Dow Jones U.S.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the Nasdaq Global Select Market under the symbol “CG.” The number of holders of record of our common stock as of February 16, 2024 was 8 .
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the Nasdaq Global Select Market under the symbol “CG.” The number of holders of record of our common stock as of February 20, 2025 was 6 .
The performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act.
The performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act . 98 Table of Contents Issuer Purchases of Equity Securities The following table sets forth repurchases of our common stock during the three months ended December 31, 2024 for the periods indicated.
In this transition year, we have included both indices in the graph below. The graph assumes $100 invested on December 31, 2018 and dividends received reinvested in the security or index. 106 The performance graph is not intended to be indicative of future performance.
Asset Managers index and the S&P MidCap 400 index. The graph assumes $100 invested on December 31, 2019, and dividends received reinvested in the security or index. The performance graph is not intended to be indicative of future performance.
Under this repurchase program, which has no expiration date, shares of common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions, or otherwise, including through Rule 10b5-1 plans.
Under the share repurchase program, shares of our common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions, or otherwise, including through Rule 10b5-1 plans. The timing and actual number of shares of common stock repurchased will depend on a variety of factors, including legal requirements and price, economic, and market conditions.
The share repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. 107 Sales of Unregistered Securities In 2017, we amended our agreement with NGP Management.
The repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. (2) Reflects shares purchased in open market and brokered transactions, which were subsequently retired.
Removed
Asset Managers index, the S&P 500 index, and the S&P MidCap 400 index. In November 2023, the Company was added to the S&P MidCap 400 index and, accordingly, the Company has elected to replace the S&P 500 index with the S&P MidCap 400 index in the graph below .
Added
During the three months ended December 31, 2024, 1.0 million shares were repurchased. In addition, 0.5 million shares were retired in connection with the net share settlement of equity-based awards, which are not included in the table below.
Removed
In February 2023, the Board of Directors replenished the repurchase program and expanded the limit to $500 million of common stock in aggregate, effective March 3 1, 2023. On February 7, 2024, we announced that the Board of Directors reset the total share repurchase authorization to $1.4 billion in shares of our common stock, effective as of February 6, 2024.
Added
(3) The remaining repurchase authorization was $852.2 million as of December 31, 2024, when factoring in the net share settlement of equity-based awards. 99 Table of Contents Sales of Unregistered Securities In 2017, we amended our agreement with NGP Management.
Removed
The timing and actual number of shares of common stock repurchased will depend on a variety of factors, including legal requirements and price, economic, and market conditions.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSee Part I, Item 1 “Business—Our Global Investment Offerings” for a legend of the fund acronyms listed below. 136 (Amounts in millions) TOTAL INVESTMENTS REALIZED/PARTIALLY REALIZED INVESTMENTS (5) As of December 31, 2023 As of December 31, 2023 Fund (Fee Initiation Date/Stepdown Date) (19) Committed Capital (20) Cumulative Invested Capital (1) Percent Invested Realized Value (2) Remaining Fair Value (3) MOIC (4) Gross IRR (6)(12) Net IRR (7)(12) Net Accrued Carry/ (Giveback) (8) Total Fair Value (9) MOIC (4) Gross IRR (6)(12) Corporate Private Equity CP VIII (Oct 2021 / Oct 2027) $ 14,797 $ 7,490 51% $ 680 $ 8,229 1.2x NM NM $ 1 n/a n/a n/a CP VII (May 2018 / Oct 2021) $ 18,510 $ 17,740 96% $ 2,150 $ 22,495 1.4x 11% 8% $ 45 $ 1,632 1.2x 13% CP VI (May 2013 / May 2018) $ 13,000 $ 13,140 101% $ 23,982 $ 5,249 2.2x 18% 14% $ 210 $ 26,623 2.5x 22% CP V (Jun 2007 / May 2013) $ 13,720 $ 13,238 96% $ 28,073 $ 832 2.2x 18% 14% $ 58 $ 28,149 2.3x 20% CEP V (Oct 2018 / Sep 2024) € 6,416 € 5,538 86% € 1,446 € 6,141 1.4x 17% 9% $ 85 n/a n/a n/a CEP IV (Sep 2014 / Oct 2018) € 3,670 € 3,797 103% € 6,188 € 1,371 2.0x 18% 12% $ 87 € 6,277 2.1x 20% CEP III (Jul 2007 / Dec 2012) € 5,295 € 5,177 98% € 11,716 € 110 2.3x 19% 14% $ 9 € 11,654 2.3x 19% CAP V (Jun 2018 / Jun 2024) $ 6,554 $ 5,713 87% $ 1,499 $ 6,260 1.4x 18% 8% $ 81 $ 916 1.8x 142% CAP IV (Jul 2013 / Jun 2018) $ 3,880 $ 4,146 107% $ 6,400 $ 2,424 2.1x 18% 13% $ 165 $ 7,577 2.9x 26% CJP IV (Oct 2020 / Oct 2026) ¥ 258,000 ¥ 180,016 70% ¥ 53,996 ¥ 237,248 1.6x 50% 29% $ 45 ¥ 50,774 3.5x 155% CJP III (Sep 2013 / Aug 2020) ¥ 119,505 ¥ 91,192 76% ¥ 214,998 ¥ 39,358 2.8x 24% 17% $ 17 ¥ 203,055 3.4x 27% CGFSP III (Dec 2017 / Dec 2023) $ 1,005 $ 942 94% $ 383 $ 1,701 2.2x 30% 21% $ 70 $ 781 6.2x 50% CGFSP II (Jun 2013 / Dec 2017) $ 1,000 $ 943 94% $ 1,960 $ 538 2.7x 26% 20% $ 30 $ 1,956 2.4x 28% CP Growth (Oct 2021 / Oct 2027) $ 1,283 $ 353 27% $ — $ 386 1.1x NM NM $ — n/a n/a n/a CEOF II (Nov 2015 / Mar 2020) $ 2,400 $ 2,361 98% $ 3,095 $ 1,914 2.1x 21% 15% $ 82 $ 3,122 2.9x 37% CETP V (Mar 2022 / Jun 2028) € 3,180 € 1,024 32% € — € 1,033 1.0x NM NM $ — n/a n/a n/a CETP IV (Jul 2019 / Jun 2022) € 1,350 € 1,177 87% € 813 € 1,740 2.2x 39% 27% $ 67 € 788 9.3x 122% CETP III (Jul 2014 / Jul 2019) € 657 € 602 92% € 1,278 € 736 3.3x 42% 29% $ 46 € 1,288 3.4x 46% CGP II (Dec 2020 / Jan 2025) $ 1,840 $ 984 53% $ 16 $ 1,180 1.2x 11% 6% $ 6 n/a n/a n/a CGP (Jan 2015 / Mar 2021) $ 3,588 $ 3,206 89% $ 1,427 $ 3,011 1.4x 6% 5% $ 31 $ 1,688 2.1x 16% CAGP IV (Aug 2008 / Dec 2014) $ 1,041 $ 954 92% $ 1,141 $ 79 1.3x 6% 1% $ — $ 1,131 1.3x 7% CSABF (Dec 2009 / Dec 2016) $ 776 $ 773 100% $ 541 $ 326 1.1x 2% Neg $ — $ 660 1.3x 5% All Other Active Funds & Vehicles (10) $ 20,535 n/a $ 17,154 $ 15,493 1.6x 21% 14% $ 35 $ 17,146 2.1x 29% Fully Realized Funds & Vehicles (11)(21) $ 31,019 n/a $ 74,477 $ 2 2.4x 28% 20% $ — $ 74,479 2.4x 28% TOTAL CORPORATE PRIVATE EQUITY (13) $ 144,619 n/a $ 188,611 $ 84,396 1.9x 25% 17% $ 1,169 $ 189,797 2.4x 26% Real Estate CRP IX ( Oct 2021 / Oct 2026 ) $ 7,987 $ 3,573 45% $ — $ 3,726 1.0x NM NM $ — $ 35 1.2x NM CRP VIII (Aug 2017 / Oct 2021) $ 5,505 $ 5,160 94% $ 4,674 $ 4,171 1.7x 39% 24% $ 109 $ 4,718 2.1x 54% CRP VII (Jun 2014 / Dec 2017) $ 4,162 $ 3,843 92% $ 4,912 $ 1,426 1.6x 17% 11% $ 38 $ 4,874 1.8x 22% CRP VI (Mar 2011 / Jun 2014) $ 2,340 $ 2,179 93% $ 3,790 $ 147 1.8x 27% 18% $ 3 $ 3,709 1.9x 29% CPI (May 2016 / n/a) $ 7,534 $ 7,852 104% $ 2,442 $ 7,666 1.3x 14% 12% n/a* $ 1,376 1.7x 10% All Other Active Funds & Vehicles (14) $ 3,131 n/a $ 1,258 $ 2,974 1.4x 9% 8% $ 9 $ 876 1.7x 20% Fully Realized Funds & Vehicles (15)(21) $ 13,011 n/a $ 19,611 $ 14 1.5x 10% 6% $ — $ 19,624 1.5x 10% TOTAL REAL ESTATE (13) $ 38,749 n/a $ 36,687 $ 20,125 1.5x 12% 8% $ 158 $ 35,213 1.7x 13% Infrastructure & Natural Resources CIEP II (Apr 2019 / Apr 2025) $ 2,286 $ 1,008 44% $ 707 $ 927 1.6x 32% 14% $ 25 $ 644 2.7x NM** CIEP I (Sep 2013 / Jun 2019) $ 2,500 $ 2,409 96% $ 2,310 $ 2,198 1.9x 16% 10% $ 102 $ 3,392 2.7x 24% CPP II (Sep 2014 / Apr 2021) $ 1,527 $ 1,583 104% $ 1,220 $ 1,728 1.9x 16% 10% $ 80 $ 1,633 3.2x 30% CGIOF (Dec 2018 / Sep 2023) $ 2,201 $ 1,871 85% $ 447 $ 2,347 1.5x 22% 12% $ 47 $ 416 1.5x 25% CRSEF II (Nov 2022 / Aug 2027) $ 1,004 $ 265 26% $ — $ 340 1.3x NM NM $ 2 n/a n/a n/a NGP XIII (Feb 2023 / Feb 2028) $ 1,628 $ 140 9% $ — $ 142 1.0x NM NM $ — n/a n/a n/a NGP XII (Jul 2017 / Jul 2022) $ 4,304 $ 3,014 70% $ 3,527 $ 2,683 2.1x 22% 16% $ 41 $ 3,537 3.5x 41% NGP XI (Oct 2014 / Jul 2017) $ 5,325 $ 5,034 95% $ 5,796 $ 3,848 1.9x 14% 10% $ 136 $ 6,837 2.1x 24% NGP X (Jan 2012 / Dec 2014) $ 3,586 $ 3,351 93% $ 3,414 $ 292 1.1x 3% Neg $ — $ 3,261 1.2x 5% All Other Active Funds & Vehicles (17) $ 4,855 n/a $ 3,031 $ 4,325 1.5x 14% 12% $ 20 $ 3,229 2.3x 24% Fully Realized Funds & Vehicles (18) $ 1,190 n/a $ 1,435 $ — 1.2x 3% 1% $ — $ 1,435 1.2x 3% TOTAL INFRASTRUCTURE & NATURAL RESOURCES $ 24,720 n/a $ 21,887 $ 18,830 1.6x 12% 8% $ 452 $ 24,384 2.1x 16% Legacy Energy Funds (16) $ 16,741 n/a $ 24,001 $ 33 1.4x 12% 6% $ (1) $ 23,568 1.5x 14% 137 *Net accrued fee related performance revenues for CPI of $5 million are excluded from Net Accrued Performance Revenues.
Biggest changeSee Part I, Item 1 “Business—Our Global Investment Offerings” for a legend of the fund acronyms listed below. 126 Table of Contents (Amounts in millions) TOTAL INVESTMENTS REALIZED/PARTIALLY REALIZED INVESTMENTS (5) As of December 31, 2024 As of December 31, 2024 Fund (Fee Initiation Date/Stepdown Date) (19) Committed Capital (20) Cumulative Invested Capital (1) Percent Invested Realized Value (2) Remaining Fair Value (3) MOIC (4) Gross IRR (6)(12) Net IRR (7)(12) Net Accrued Carry/ (Giveback) (8) Total Fair Value (9) MOIC (4) Gross IRR (6)(12) Corporate Private Equity CP VIII (Oct 2021 / Oct 2027) $ 14,797 $ 9,590 65% $ 761 $ 11,960 1.3x 22% 10% $ 112 n/a n/a n/a CP VII (May 2018 / Oct 2021) $ 18,510 $ 17,740 96% $ 5,344 $ 22,682 1.6x 12% 8% $ 524 $ 6,419 1.5x 12% CP VI (May 2013 / May 2018) $ 13,000 $ 13,140 101% $ 25,270 $ 3,212 2.2x 18% 13% $ 131 $ 26,224 2.5x 22% CP V (Jun 2007 / May 2013) $ 13,720 $ 13,238 96% $ 28,109 $ 565 2.2x 18% 14% $ 40 $ 28,134 2.3x 20% CEP V (Oct 2018 / Oct 2024) € 6,416 € 5,565 87% € 1,446 € 5,212 1.2x 5% —% $ — € — 0.0x Neg CEP IV (Sep 2014 / Oct 2018) € 3,670 € 3,797 103% € 6,197 € 1,268 2.0x 17% 12% $ 73 € 6,249 2.1x 20% CEP III (Jul 2007 / Dec 2013) € 5,295 € 5,177 98% € 11,725 € 24 2.3x 19% 14% $ 2 € 11,658 2.3x 19% CAP VI (Jun 2024/Jun 2030) $ 2,266 $ — —% $ — $ — n/a n/a n/a $ — n/a n/a n/a CAP V (Jun 2018 / Jun 2024) $ 6,554 $ 6,291 96% $ 2,369 $ 6,591 1.4x 15% 8% $ 96 $ 1,488 1.3x 24% CAP IV (Jul 2013 / Jun 2018) $ 3,880 $ 4,146 107% $ 8,360 $ 561 2.2x 18% 13% $ 37 $ 8,664 2.4x 21% CJP V (Nov 2024 / Nov 2030) ¥ 434,325 ¥ — —% ¥ — ¥ — n/a n/a n/a $ — n/a n/a n/a CJP IV (Oct 2020 / Nov 2024) ¥ 258,000 ¥ 224,357 87% ¥ 108,478 ¥ 276,215 1.7x 38% 24% $ 58 ¥ 153,712 3.9x 69% CJP III (Sep 2013 / Aug 2020) ¥ 119,505 ¥ 91,192 76% ¥ 257,202 ¥ 16,742 3.0x 25% 18% $ 6 ¥ 247,857 3.4x 27% CGFSP III (Dec 2017 / Dec 2023) $ 1,005 $ 972 97% $ 527 $ 1,684 2.3x 25% 18% $ 75 $ 1,064 4.3x 37% CGFSP II (Jun 2013 / Dec 2017) $ 1,000 $ 943 94% $ 1,960 $ 608 2.7x 26% 20% $ 35 $ 1,956 2.4x 28% CP Growth (Oct 2021 / Oct 2027) $ 1,283 $ 472 37% $ — $ 551 1.2x NM NM $ — n/a n/a n/a CEOF II (Nov 2015 / Mar 2020) $ 2,400 $ 2,364 98% $ 4,091 $ 1,314 2.3x 21% 15% $ 63 $ 4,589 2.4x 23% CETP V (Mar 2022 / Jun 2028) € 3,180 € 1,209 38% € — € 1,345 1.1x NM NM $ — n/a n/a n/a CETP IV (Jul 2019 / Jun 2022) € 1,350 € 1,199 89% € 1,009 € 1,777 2.3x 33% 24% $ 72 € 1,009 4.9x 82% CETP III (Jul 2014 / Jul 2019) € 657 € 608 93% € 1,750 € 330 3.4x 41% 29% $ 17 € 1,755 3.8x 45% CGP II (Dec 2020 / Jan 2025) $ 1,840 $ 984 53% $ 46 $ 1,463 1.5x 17% 12% $ 19 n/a n/a n/a CGP (Jan 2015 / Mar 2021) $ 3,588 $ 3,206 89% $ 1,575 $ 3,050 1.4x 6% 5% $ 43 $ 1,728 2.2x 16% All Other Active Funds & Vehicles (10) $ 19,182 n/a $ 14,284 $ 16,535 1.6x 13% 11% $ 40 $ 14,590 2.0x 19% Fully Realized Funds & Vehicles (11)(21) $ 34,791 n/a $ 80,118 $ 2 2.3x 28% 20% $ 2 $ 80,120 2.3x 28% TOTAL CORPORATE PRIVATE EQUITY (13) $ 147,230 n/a $ 198,035 $ 82,940 1.9x 25% 17% $ 1,442 $ 198,918 2.3x 26% Real Estate CRP IX (Oct 2021 / Dec 2024) $ 7,987 $ 5,329 67% $ 189 $ 5,938 1.1x NM NM $ — $ 182 1.4x NM CRP VIII (Aug 2017 / Oct 2021) $ 5,505 $ 5,160 94% $ 5,254 $ 3,793 1.8x 35% 20% $ 102 $ 5,352 2.1x 52% CRP VII (Jun 2014 / Dec 2017) $ 4,162 $ 3,826 92% $ 5,077 $ 1,241 1.7x 17% 10% $ 22 $ 5,040 1.8x 22% CRP VI (Mar 2011 / Jun 2014) $ 2,340 $ 2,158 92% $ 3,807 $ 118 1.8x 27% 17% $ 3 $ 3,727 1.9x 29% CPI (May 2016 / n/a) $ 7,557 $ 8,283 110% $ 3,088 $ 7,549 1.3x 12% 10% n/a* $ 2,049 1.8x 13% All Other Active Funds & Vehicles (14) $ 2,766 n/a $ 682 $ 2,957 1.3x 8% 7% $ 4 $ 261 1.6x 23% Fully Realized Funds & Vehicles (15)(21) $ 13,244 n/a $ 19,941 $ 12 1.5x 10% 6% $ — $ 19,952 1.5x 10% TOTAL REAL ESTATE (13) $ 40,766 n/a $ 38,037 $ 21,607 1.5x 12% 8% $ 131 $ 36,562 1.7x 13% Infrastructure & Natural Resources CIEP II (Apr 2019 / Apr 2025) $ 2,286 $ 1,008 44% $ 799 $ 1,001 1.8x 28% 13% $ 33 $ 734 3.1x NM** CIEP I (Sep 2013 / Jun 2019) $ 2,500 $ 2,464 99% $ 3,047 $ 1,608 1.9x 15% 9% $ 58 $ 3,602 2.3x 19% CPP II (Sep 2014 / Apr 2021) $ 1,527 $ 1,606 105% $ 1,544 $ 1,381 1.8x 14% 9% $ 75 $ 2,485 2.5x 21% CGIOF (Dec 2018 / Sep 2023) $ 2,201 $ 1,937 88% $ 459 $ 2,729 1.6x 20% 11% $ 67 $ 341 1.9x 22% CRSEF II (Nov 2022 / Aug 2027) $ 1,187 $ 389 33% $ — $ 555 1.4x NM NM $ 6 n/a n/a n/a NGP XIII (Feb 2023 / Feb 2028) $ 2,300 $ 322 14% $ — $ 413 1.3x NM NM $ 1 n/a n/a n/a NGP XII (Jul 2017 / Jul 2022) $ 4,304 $ 3,324 77% $ 4,150 $ 2,761 2.1x 22% 15% $ 42 $ 3,551 3.4x 40% NGP XI (Oct 2014 / Jul 2017) $ 5,325 $ 5,034 95% $ 6,877 $ 2,775 1.9x 13% 10% $ 135 $ 7,297 2.1x 21% NGP X (Jan 2012 / Dec 2014) $ 3,586 $ 3,351 93% $ 3,428 $ 290 1.1x 3% —% $ — $ 3,262 1.2x 5% All Other Active Funds & Vehicles (17) $ 5,101 n/a $ 4,003 $ 3,928 1.6x 14% n/a $ 16 $ 3,740 2.0x 17% Fully Realized Funds & Vehicles (18)(21) $ 1,190 n/a $ 1,435 $ — 1.2x 3% 1% $ — $ 1,435 1.2x 3% TOTAL INFRASTRUCTURE & NATURAL RESOURCES (13) $ 25,726 n/a $ 25,743 $ 17,439 1.7x 12% 8% $ 432 $ 26,448 2.0x 15% Legacy Energy Funds (16) $ 16,741 n/a $ 24,035 $ 6 1.4x 12% 6% $ — $ 24,041 1.4x 14% 127 Table of Contents *Net accrued fee related performance revenues for CPI are excluded from Net Accrued Performance Revenues.
Incentive fees consist of performance-based incentive arrangements pursuant to management contracts, primarily from certain of our Global Credit funds, when the return on assets under management exceeds certain benchmark returns or other performance targets. In such arrangements, incentive fees are recognized when the performance benchmark has been achieved. Investment income (loss).
Incentive fees . Incentive fees consist of performance-based incentive arrangements pursuant to management contracts, primarily from certain of our Global Credit funds, when the return on assets under management exceeds certain benchmark returns or other performance targets. In such arrangements, incentive fees are recognized when the performance benchmark has been achieved. Investment income (loss) .
These interests entitle us 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% (40% or 42.75% in the case of certain funds) of the performance allocations that NGP receives from the NGP Carry Funds .
These interests entitle us 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% ( 40.0% or 42.75% in the case of certain funds) of the performance allocations that NGP receives from the NGP Carry Funds.
(4) Foreign Exchange 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.
(4) Foreign Exchange 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.
(4) Foreign Exchange 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.
(4) Foreign Exchange 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.
(4) Foreign Exchange 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.
(4) Foreign Exchange 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.
(4) Foreign Exchange 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.
(4) Foreign Exchange 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.
There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.
There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.
For fund vintages 2017 and after, Gross IRR includes the impact of interest expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based on the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash flows for the fund.
For fund vintages 2017 and after, Gross IRR includes the impact of interest expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based on the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash flows for the fund.
Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund.
Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund.
Net IRR is calculated based on the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash flows for the fund. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners.
Net IRR is calculated based on the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash flows for the fund. 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. Subtotal Net IRR aggregations for multiple funds are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund.
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. Subtotal Net IRR aggregations for multiple funds are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund.
Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.
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 realizations 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, and reductions for funds that are no longer calling for fees.
(2) Outflows represents the impact of realizations 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, and reductions for funds that are no longer calling for fees.
(4) Foreign Exchange 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.
(4) Foreign Exchange 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.
Net cash (used in) provided by operating activities includes the investment activity of our Consolidated Funds.
Net cash provided by (used in) operating activities includes the investment activity of our Consolidated Funds.
Operating cash inflows primarily include the receipt of management fees and realized performance allocations and incentive fees, while operating cash outflows primarily include payments for operating expenses, including compensation, and general, administrative and other expenses.
Operating cash inflows primarily include the receipt of management fees, realized performance allocations and incentive fees, while operating cash outflows primarily include payments for operating expenses, including compensation and general, administrative and other expenses.
As part of its consolidation procedures, the Company evaluates: (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3) whether the Company’s involvement would make it the primary beneficiary. • In evaluating whether the Company holds a variable interest, fees (including management fees, incentive fees and performance allocations) that are customary and commensurate with the level of services provided, and where the 161 Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests.
As part of its consolidation procedures, the Company evaluates: (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3) whether the Company’s involvement would make it the primary beneficiary. • In evaluating whether the Company holds a variable interest, fees (including management fees, incentive fees and performance allocations) that are customary and commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests.
The indentures 152 governing the subordinated notes contain customary covenants that, among other things, limit the issuers’ and the guarantors’ ability, subject to certain exceptions, to incur indebtedness ranking on a parity with the subordinated notes or indebtedness ranking junior to the subordinated notes secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease all or substantially all of their assets.
The indentures governing the subordinated notes contain customary covenants that, among other things, limit the issuers’ and the guarantors’ ability, subject to certain exceptions, to incur indebtedness ranking on a parity with the subordinated notes or indebtedness ranking junior to the subordinated notes secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease all or substantially all of their assets.
(11) Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: CP I, CP II, CP III, CP IV, CEP I, CAP I, CAP II, CAP III, CBPF I, CJP I, CJP II, CMG, CVP I, CVP II, CUSGF III, CGFSP I, CEVP I, CETP I, CETP II, CAVP I, CAVP II, CAGP III, CEOF I and Mexico.
(11) Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: CP I, CP II, CP III, CP IV, CEP I, CEP II, CAP I, CAP II, CAP III, CBPF I, CJP I, CJP II, CMG, CVP I, CVP II, CUSGF III, CGFSP I, CEVP I, CETP I, CETP II, CAVP I, CAVP II, CAGP III, CEOF I, Mexico and CSABF.
Excluding this activity, net cash (used in) provided by operating activities was primarily driven by our earnings in the respective periods after adjusting for significant non-cash activity, including non-cash performance allocations and incentive fees, the related non-cash performance allocations and incentive fee related compensation, non-cash equity-based compensation, and depreciation, amortization and impairments, all of which are included in earnings.
Excluding this activity, net cash provided by operating activities was primarily driven by our earnings in the respective periods after adjusting for significant non-cash activity, including non-cash performance allocations and incentive fees, the related non-cash performance allocations and incentive fee related compensation, non-cash equity-based compensation, and depreciation, amortization and impairments, all of which are included in earnings.
Substantially all interest and other income of the CLOs and other consolidated funds together with interest expense of our CLOs and net investment gains (losses) of Consolidated Funds is attributable to the related funds’ limited partners or CLO investors. Accordingly, such amounts have no material impact on net income attributable to the Company. Expenses Total compensation and benefits .
Substantially all interest and other income of the CLOs and other consolidated funds together with interest expense of our CLOs and net investment gains (losses) of Consolidated Funds is attributable to the related funds’ limited partners or CLO investors. Accordingly, such amounts have no material impact on net income attributable to the Company. Expenses Compensation and benefits .
Our Fee-earning AUM is generally based on one of the following, once fees have been activated: (a) the amount of limited partner capital commitments, generally for carry funds where the original investment period has not expired and for AlpInvest carry funds during the commitment fee period (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 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 (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions) as of the quarterly cut-off date; (d) the external investor portion of the net asset value of 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 fair value of Fortitude’s general account assets invested under the strategic advisory services agreement (see “Fee-earning AUM based on fair value and other” in the table below); (f) the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our business development companies and certain carry funds (included in “Fee-earning AUM based on lower of cost or fair value and other” in the table below); and (g) 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, (included in “Fee-earning AUM based on lower of cost or fair value and other” in the table below). 117 The chart below presents Fee-earning AUM by segment at each period, in billions.
Our Fee-earning AUM is generally based on one of the following, once fees have been activated: (a) the amount of limited partner capital commitments, generally for carry funds where the original investment period has not expired and for AlpInvest carry funds during the commitment fee period (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 (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 (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions) as of the quarterly cut-off date; (d) the external investor portion of the net asset value of 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 fair value of Fortitude’s general account assets invested under the strategic advisory services agreement (see “Fee-earning AUM based on fair value and other” in the table below); (f) the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our business development companies and certain carry funds (included in “Fee-earning AUM based on lower of cost or fair value and other” in the table below); and (g) 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, (included in “Fee-earning AUM based on lower of cost or fair value and other” in the table below). 109 Table of Contents The chart below presents Fee-earning AUM by segment at each period, in billions.
Fund level IRRs are based on aggregate Limited Partner cash 150 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.
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.
These obligations are more than offset by the future cash tax savings that we are expected to realize. 159 (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.
These obligations are more than offset by the future cash tax savings that we are expected to realize. (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.
Total AUM tends to be a better measure of our investment and fundraising performance as it reflects investments at fair value plus available capital. 120 The table below provides the period to period rollforward of Total AUM.
Total AUM tends to be a better measure of our investment and fundraising performance as it reflects investments at fair value plus available capital. The table below provides the period to period rollforward of Total AUM.
(3) Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and related co-investment vehicles, and separately managed accounts, as well as the net impact of fees, expenses and non-investment income, change in gross asset value for our business development companies, c hanges in the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement, and other changes in AUM.
(3) Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and related co-investment vehicles, and separately managed accounts, as well as the net impact of fees, expenses and non-investment income, change in gross asset value for our business development companies, changes in the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement, and other changes in AUM.
GAAP financial statements, (v) the reclassification of fee related performance revenues, which are included in fund level fee 130 revenues in the segment results, and (vi) the reclassification of tax expenses associated with certain foreign performance revenues.
GAAP financial statements, (v) the reclassification of fee related performance revenues, which are included in fund level fee revenues in the segment results, and (vi) the reclassification of tax expenses associated with certain foreign performance revenues.
The fund return information 144 reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group Inc. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group Inc. is not an investment in any of our funds.
The fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group Inc. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group Inc. is not an investment in any of our funds.
(9) Includes AlpInvest Atom Fund, all mezzanine investment portfolios, all ‘clean technology’ private equity investment portfolios, all strategic portfolio finance portfolios, ASF VIII - SMAs, ACF IX - SMAs, and any state-focused investment mandate portfolios.
(9) Includes ASF VIII - SMAs, ACF IX - SMAs, AlpInvest Strategic Portfolio Finance II, AlpInvest Atom Fund, AlpInvest Atom Fund II, all mezzanine investment portfolios, all ‘clean technology’ private equity investment portfolios, all strategic portfolio finance SMAs, and any state-focused investment mandate portfolios.
Fund Performance Metrics Fund performance information for our investment funds that generally have at least $1.0 billion in capital commitments, cumulative equity invested or total value as of December 31, 2023 , which we refer to as our “significant funds,” is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented.
Fund Performance Metrics Fund performance information for our investment funds that generally have at least $1.0 billion in capital commitments, cumulative equity invested or total value as of December 31, 2024 , which we refer to as our “significant funds,” is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented.
In addition, in our discussion of our non-GAAP results, we use the term “realized net performance revenues” to refer to realized performance allocations and incentive fees from our funds, net of the portion allocated to our investment professionals and other emplo yees and certain tax expenses associated with carried interest attributable to certain partners and employees, which are reflected as realized performance allocations and incentive fees related compensation expense.
In addition, in our discussion of our non-GAAP results, we use the term “realized net performance revenues” to refer to realized performance allocations and incentive fees from our funds, net of the portion allocated to our investment professionals, and other employees and certain tax expenses associated with carried interest attributable to certain partners and employees, which are reflected as realized performance allocations and incentive fees related compensation expense.
During the year ended December 31, 2023 , investment proceeds were $472.2 million while investment purchases were $301.2 million , which included our $50 million follow-on investment in Carlyle FRL and our $40 million investment in Carlyle Capital Income Fund (“CCIF”), an NYSE listed closed-end fund that primarily invests in equity and junior debt tranches of CLOs.
During the year ended December 31, 2023 , investment proceeds were $472.2 million while investment purchases were $301.2 million , which included our $50.0 million follow-on investment in Carlyle FRL and our $40.0 million investment in Carlyle Capital Income Fund, an NYSE listed closed- end fund that primarily invests in equity and junior debt tranches of CLOs.
Funds without a listed Fee Initiation Date and Stepdown Date have not yet initiated fees. (20) All amounts shown represent total capital commitments as of December 31, 2023. Certain of our recent vintage funds are currently in fundraising and total capital commitments are subject to change. (21) Funds are included when all investments have been realized.
Funds without a listed Fee Initiation Date and Stepdown Date have not yet initiated fees. (20) All amounts shown represent total capital commitments as of December 31, 2024. Certain of our recent vintage funds are currently in fundraising and total capital commitments are subject to change. (21) Funds are included when all investments have been realized.
Excluded from the performance information shown are: (a) investments that were not originated by AlpInvest (i.e., AlpInvest did not make the original investment decision or recommendation); (b) Direct Investments, which was spun off from AlpInvest in 2005; (c) Carlyle AlpInvest Private Markets Fund; and (d) LP co- investment vehicles managed by AlpInvest.
Excluded from the performance information shown are: (a) investments that were not originated by AlpInvest (i.e., AlpInvest did not make the original investment decision or recommendation); (b) Direct Investments, which was spun off from AlpInvest in 2005; (c) Carlyle AlpInvest Private Markets (CAPM); and (d) LP co-investment vehicles managed by AlpInvest.
Performance Fee Eligible Fair Value is “Performance Fee- Generating” when the associated fund has achieved the specified investment returns required under the terms of the fund’s agreement and is accruing performance revenue as of the quarter-end reporting date. Funds whose performance allocations are 121 treated as fee related performance allocations are excluded from these metrics.
Performance Fee Eligible Fair Value is “Performance Fee- Generating” when the associated fund has achieved the specified investment returns required under the terms of the fund’s agreement and is accruing performance revenue as of the quarter-end reporting date. Funds whose performance allocations are treated as fee related performance revenues are excluded from these metrics.
Our investments in our European CLO vehicles will comply with the risk retention rules as discussed in “Risk Retention Rules” later in this section. Since our inception through December 31, 2023 , we and our senior Carlyle professionals, operating executives and other professionals have invested or committed to invest in or alongside our funds.
Our investments in our European CLO vehicles will comply with the risk retention rules as discussed in “Risk Retention Rules” later in this section. Since our inception through December 31, 2024 , we and our senior Carlyle professionals, operating executives and other professionals have invested or committed to invest in or alongside our funds.
While we have consent rights over certain major actions by NGP outside of the ordinary course of NGP’s business (including, for example, consent rights over items such as amendments to the organizational documents of the entity in which we are invested, changes to the management fee streams earned by NGP under its fund agreements, or the incurrence of certain debt by NGP and other similar items), we have no voting rights or consent rights on any NGP investment committee that selects investments to be made by NGP funds.
While we have consent rights over certain major actions by NGP outside of the ordinary course of NGP’s business (including, for example, consent rights over items such as amendments to the organizational documents of the entity in which we are invested, changes to the management fee streams earned by NGP under its fund agreements, or the incurrence of certain debt by NGP 106 Table of Contents and other similar items), we have no voting rights or consent rights on any NGP investment committee that selects investments to be made by NGP funds.
For a discussion of our results for the year ended December 31, 2021 and a comparison of results for the years ended December 31, 2022 and 2021 , see Part II, Item 7 “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our Annual Report on Form 10-K for the year ended December 31, 2022 , which specific discussion is incorporated herein by reference.
For a discussion of our results for the year ended December 31, 2022 and a comparison of results for the years ended December 31, 2023 and 2022 , see Part II, Item 7 “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our Annual Report on Form 10-K for the year ended December 31, 2023 , which specific discussion is incorporated herein by reference.
Non-GAAP Financial Measures The following tables set forth information in the format used by management when making resource deployment decisions and in assessing performance of our segments. These non-GAAP financial measures are presented for the years ended December 31, 2023 and 2022 .
Non-GAAP Financial Measures The following tables set forth information in the format used by management when making resource deployment decisions and in assessing performance of our segments. These Non-GAAP financial measures are presented for the years ended December 31, 2024 and 2023 .
For the year ended December 31, 2023 , cash used in investing activities principally reflects purchases of corporate treasury investments of $187.3 million and net purchases of fixed assets of $66.6 million , partially offset by proceeds from corporate treasury investments of $210.3 million .
For the year ended December 31, 2023 , cash used in investing activities principally reflects purchases of corporate treasury investments of $187.3 million and net purchases of fixed assets of $66.6 million , partially offset by proceeds from corporate treasury investments of $210.3 million . Net cash provided by (used in) financing activities .
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context suggests otherwise, references in this report to “Carlyle,” the “Company,” “we,” “us” and “our” refer to The Carlyle Group Inc. and its consolidated subsidiaries.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless context suggests otherwise, references in this report to “Carlyle,” the “Company,” “we,” “us,” and “our” refer to The Carlyle Group Inc. and its consolidated subsidiaries.
Net accrued performance revenues excludes any net accrued performance allocations and incentive fees that have been realized but will be collected in subsequent periods, as well as net accrued performance revenues which are presented as fee related performance revenues when realized in our non-GAAP financial measures.
Net accrued performance revenues exclude any net accrued performance allocations and incentive fees that have been realized but will be collected in subsequent periods, as well as net accrued performance revenues which are presented as fee related performance revenues when realized in our non-GAAP financial measures.
Approximately 3% to 5% of all capital commitments to our funds are funded collectively by us and our senior Carlyle professionals, operating executives and other professionals. A substantial majority of the remaining commitments are expected to be funded by senior Carlyle professionals, operating executives, and other professionals through our internal co-investment program.
Generally 3% to 5% of all capital commitments to our funds are funded collectively by us and our senior Carlyle professionals, operating executives and other professionals. A substantial majority of the remaining commitments are expected to be funded by senior Carlyle professionals, operating executives, and other professionals through our internal co-investment program.
The terms of the indemnities vary from contract to contract, and the amount of indemnification liability, if any, cannot be determined and has not been included in the table above or recorded in our consolidated financial statements as of December 31, 2023 .
The terms of the indemnities vary from contract to contract, and the amount of indemnification liability, if any, cannot be determined and has not been included in the table above or recorded in our consolidated financial statements as of December 31, 2024 .
Additional information regarding U.S. GAAP measures and our other significant accounting policies can be found in Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K.
Additional information regarding U.S. GAAP measures and our other significant accounting policies can be found in Note 2 , Summary of Significant Accounting Policies , to the consolidated financial statements included in this Annual Report on Form 10-K.
For further information regarding our strategic investments in NGP, refer to Note 5 to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K. Interest and other income.
For further information regarding our strategic investments in NGP, refer to Note 4 , Investments , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K. Interest and other income .
Compensation charges associated with all equity-based compensation grants are excluded from Fee Related Earnings and Distributable Earnings. We may hire additional individuals and overall compensation levels may correspondingly increase, which could result in an i ncrease in compensation and benefits expense.
Compensation charges associated with all equity-based compensation grants are excluded from Fee Related Earnings and Distributable Earnings. We may hire additional individuals and overall compensation levels may correspondingly increase, which could result in an increase in compensation and benefits expense.
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 7 to the consolidated financial statements for the various maturity dates of our borrowings.
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 6 , Borrowings , to the consolidated financial statements for the various maturity dates of our borrowings.
This amount is known as the “giveback obligation.” In all cases, each investment fund is considered separately in evaluating carried interest and potential giveback obligations. See Note 9 to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
This amount is known as the “giveback obligation.” In all cases, each investment fund is considered separately in evaluating carried interest and potential giveback obligations. See Note 8 , Commitments and Contingencies , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10- K for additional information.
Risk Retention Rules, see Part I, Item 1A “Risk Factors—Risks Related to Regulation and Litigation—Financial regulations and changes thereto in the United States could adversely affect our business and the possibility of increased regulatory focus could result in additional burdens and expenses on our business.” Guarantees See Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K for information related to all of our material guarantees.
Risk Retention Rules, see Part I, Item 1A “Risk Factors—Risks Related to Regulation and Litigation—Financial regulations and changes thereto in the United States could adversely affect our business and the possibility of increased regulatory focus could result in additional burdens and expenses on our business.” Guarantees See Note 8 , Commitments and Contingencies , to the consolidated financial statements included in this Annual Report on Form 10-K for information related to all of our material guarantees.
Adjustments to principal investment income (loss) also include the reclassification of earnings for the investment in NGP Management and its affiliates to the appropriate operating captions for the Non-GAAP results, the exclusion of charges associated with the investment in NGP Management and its affiliates that are excluded from the Non-GAAP results, and the exclusion of the principal investment loss from dilution of the indirect investment in Fortitude (see Note 5 to the consolidated financial statements).
Adjustments to principal investment income (loss) also include the reclassification of earnings for the investment in NGP Management and its affiliates to the appropriate operating captions for the Non-GAAP results, and the exclusion of charges associated with the investment in NGP Management and its affiliates that are excluded from the Non-GAAP results, and the exclusion of the principal investment loss from dilution of the indirect investment in Fortitude (see Note 4 , Investments , to the consolidated financial statements).
See Part I, Item 1A “Risk Factors—Risks Related to Our Business Operations—Risks Related to the Assets We Manage—The historical returns attributable to our funds, including those presented in this report, should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our common stock.” The following tables reflect the performance of our significant funds in our Global Private Equity business.
See Part I, Item 1A “Risk Factors—Risks Related to Our Business Operations—Risks Related to the Assets We Manage—The historical returns attributable to our funds, including those presented in this Annual Report on Form 10-K, should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our common stock.” The following tables reflect the performance of our significant funds in our Global Private Equity business.
Any remaining Available Capital, typically a result of either recycled distributions or specific reserves established for the follow-on period that are not drawn, can only be called for fees and expenses and is therefore removed from the Total AUM calculation. Perpetual Capital .
Any remaining 112 Table of Contents Available Capital, typically a result of either recycled distributions or specific reserves established for the follow-on period that are not drawn, can only be called for fees and expenses and is therefore removed from the Total AUM calculation. Perpetual Capital .
Management fees also include catch-up management fees, which are episodic in nature and represent management fees charged to fund investors in subsequent closings of a fund which apply to the time period between the fee initiation date and the subsequent closing date. We also earn management fees on our CLOs and other structured products. Transaction and portfolio advisory fees.
Management fees also include catch-up management fees, which are episodic in nature and represent management fees charged to fund investors in subsequent closings of a fund which apply to the time period between the fee initiation date and the subsequent closing date. We also earn management fees on our CLOs and other structured products.
General, administrative and other expenses include occupancy and equipment expenses and other expenses, which consist principally of professional fees, including those related to our global regulatory compliance program, external costs of fundraising, travel and related expenses, communications and information services, depreciation and amortization (including intangible asset amortization and impairment) and foreign currency transactions.
General, administrative and other expenses include occupancy and equipment expenses and other expenses, which consist principally of professional fees, including those related to our global regulatory compliance program, external costs of fundraising, travel and related expenses, communications and information services, depreciation and amortization (including intangible asset amortization and impairment), bad debt expense, and foreign currency transactions.
Interest and other income of Consolidated Funds primarily represents the interest earned on CLO assets. Net investment income (loss) of Consolidated Funds . Net investment income (loss) of Consolidated Funds generally measures the change in the difference in fair value between the assets and the liabilities of the Consolidated Funds.
Interest and other income of Consolidated Funds primarily represents the interest earned on assets of consolidated CLOs. Net investment income (loss) of Consolidated Funds . Net investment income (loss) of Consolidated Funds generally measures the change in the difference in fair value between the assets and the liabilities of the Consolidated Funds.
In certain of our equity-based compensation arrangements, vesting is based on the achievement of certain performance targets or market conditions. See Note 15 to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10- 115 K for additional information.
In certain of our equity-based compensation arrangements, vesting is based on the achievement of certain performance targets or market conditions. See Note 14 , Equity-Based Compensation , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
(13) For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate. 138 (14) Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and stand-alone investments arranged by us: CCR, CER I and CER II.
(13) For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate. 128 Table of Contents (14) Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and stand-alone investments arranged by us: CCR, CER I, and CER II.
Common Stockholder Dividends. Under our dividend policy for our common stock, our intention is to pay dividends to holders of our common stock in an amount of $0.35 per common share on a quarterly basis ($1.40 annually), commencing with the first quarter 2023 dividend paid in May 2023.
Common Stockholder Dividends. Under our dividend policy for our common stock, our intention is to pay dividends to holders of our common stock in an amount of $0.35 per common share on a quarterly basis ($1.40 annually), which commenced with the first quarter 2023 dividend paid in May 2023.
The following discussion should be read in conjunction with the consolidated financial statements and the related notes included in this Annual Report on Form 10-K. The following discussion includes a comparison of our results for the years ended December 31, 2023 and 2022 .
The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included in this Annual Report on Form 10-K. The following discussion includes a comparison of our results for the years ended December 31, 2024 and 2023 .
Additionally, we anticipate that general, administrative and other expenses will fluctuate from period to period due to the impact of foreign exchange transactions. Interest and other expenses of Consolidated Funds. Interest and other expenses of Consolidated Funds consist primarily of interest expense related primarily to our CLO loans , professional fees and other third-party expenses. Income taxes.
Additionally, we anticipate that general, administrative and other expenses will fluctuate from period to period due to the impact of foreign exchange transactions. Interest and other expenses of Consolidated Funds . Interest and other expenses of Consolidated Funds consist primarily of interest expense related primarily to loans of consolidated CLOs, professional fees and other third-party expenses. Income taxes.
Fee Related Earnings includes fee related performance revenues and related compensation expense , which is generally approximately 45% of fee related performance revenues . Fee related performance revenues represent the realized portion of performance revenues that are measured and received on a recurring basis, are not dependent on realization events, and which have no risk of giveback.
Fee Related Earnings includes fee related performance revenues and related compensation expense, which is generally approximately 45% of fee related performance revenues. Fee related performance revenues 108 Table of Contents represent the realized portion of performance revenues that are measured and received on a recurring basis, are not dependent on realization events, and which have no risk of giveback.
We believe we will meet longer-term expected future cash requirements and obligations through a combination of existing cash and cash equivalent balances, cash flow from operations, accumulated earnings, and amounts available for borrowing from our senior revolving credit facility or other financings. Cash and Cash Equivalents. Cash and cash equivalents were approximately $1.4 billion at December 31, 2023 .
We believe we will meet longer-term expected future cash requirements and obligations through a combination of existing cash and cash equivalent balances, cash flow from operations, accumulated earnings, and amounts available for borrowing from our senior revolving credit facility or other financings. Cash and cash equivalents. Cash and cash equivalents were approximately $1.3 billion at December 31, 2024 .
See Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information related to our contingent obligations (giveback). 160 Other Contingencies In the ordinary course of business, we are a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims.
See Note 8 , Commitments and Contingencies , to the consolidated financial statements included in this Annual Report on Form 10-K for additional information related to our contingent obligations (giveback). Other Contingencies In the ordinary course of business, we are a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims.
Investments for which market prices are not observable include private investments in the equity of operating companies and real estate properties, and certain debt positions. The valuation technique for each of these investments is described in Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K.
Investments for which market prices are not observable include private investments in the equity of operating companies and real estate properties, and certain debt positions. The valuation technique for each of these investments is described in Note 2 , Summary of Significant Accounting Policies , to the consolidated financial statements included in this Annual Report on Form 10-K.
We expect that general, administrative and other expenses will vary due to infrequently occurring or unusual items, such as impairment of intangible assets or lease right-of-use assets and expenses or insurance recoveries associated with litigation and contingencies.
We expect that general, administrative and other expenses will vary due to infrequently occurring or unusual items, such as impairment of intangible assets or lease right-of-use assets and expenses or insurance recoveries 107 Table of Contents associated with litigation and contingencies.
Transaction and portfolio advisory fees generally include capital markets fees generated by Carlyle Global Capital Markets (“GCM”) in connection with activities related to the underwriting, issuance and placement of debt and equity securities, and loan syndication for our portfolio companies and third-party clients, which are generally not subject to rebate offsets as described below with respect to our most recent vintages (but are subject to the rebate offsets set forth below for older funds).
T ransac tion and portfolio advisory fees generally include capital markets fees generated by Carlyle Global Capital Markets in connection with activities related to the underwriting, issuance and placement of debt and equity securities, and loan syndication for our portfolio companies and third-party clients, which are generally not subject to rebate offsets as described below with respect to our most recent vintages (but are subject to the rebate offsets set forth below for older funds).
See Part I, Item 1A “Risk Factors—Risks Related to Our Business Operations—Risks Related to the Assets We Manage—The historical returns attributable to our funds, including those presented in this report, should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our common stock.” The following table reflects the performance of carry funds in our Global Credit business.
See Part I, Item 1A “Risk Factors—Risks Related to Our Business Operations—Risks Related to the Assets We Manage—The historical returns attributable to our funds, including those presented in this Annual Report on Form 10-K, should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our common stock.” The following table reflects the performance of our significant carry funds in our Global Credit business.
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 results, (iv) the reclassification of NGP performance revenues, which are included in investment income 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 120 Table of Contents Non-GAAP results, (iv) the reclassification of NGP performance revenues, which are included in investment income in the U.S.
During the years ended December 31, 2023 and 2022 , net cash provided by operating activities primarily included the receipt of management fees, and realized performance allocations and incentive fees, totaling approximately $3.0 billion and $4.1 billion , respectively.
During the years ended December 31, 2024 and 2023 , net cash provided by operating activities primarily included the receipt of management fees and realized performance allocations and incentive fees, totaling approximately $3.4 billion and $3.0 billion , respectively.
The Carlyle Group Inc. common stock repurchased during the period presented in the tables above relate to shares repurchased during the years ended December 31, 2023 and 2022 and subsequently retired as part of our stock repurchase programs.
The Carlyle Group Inc. common stock repurchased during the period presented in the tables above relate to shares repurchased during the years ended December 31, 2024 and 2023 and subsequently retired as part of our share repurchase programs.
Contingent Cash Payments For Business Acquisitions and Strategic Investments We have certain contingent cash obligations associated with our acquisition of Abingworth, which are accounted for as compensation expense, and are accrued over the service period. If earned, payments are made in the year following the performance year to which the payments relate.
Contingent Cash Payments For Business Acquisitions and Strategic Investments We have certain contingent cash obligations associated with our acquisition of Abingworth, which are accounted for as compensation expense, and are accrued over the service period. If earned, payments are made in the quarter following the 149 Table of Contents performance year to which the payments relate.
See Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K for information related to performance allocations for various fund types, preferred return hurdle rates, the timing of performance allocation recognition in investment income, and the potential for performance allocation income reversal. Performance Allocation Related Compensation .
See Note 2 , Summary of Significant Accounting Policies , to the consolidated financial statements included in this Annual Report on Form 10-K for information related to performance allocations for various fund types, preferred return hurdle rates, the timing of performance allocation recognition in investment income, and the potential for performance allocation income reversal. Performance Allocation Related Compensation.
Realized principal investment income (loss) is recorded when we redeem all or a portion of our investment or when we receive or are due cash income, such as dividends or distributions. A realized principal investment loss is also recorded when an investment is deemed to be worthless.
Realized principal investment income (loss) is recorded when we redeem all or a po rtion of our investment or when we receive or are due cash income, such as dividends or distributions. A realized principal investment loss is also recorded when an investment is deemed to be worthless.
As of December 31, 2023 , we recorded a valuation allowance of $62.8 million on our gross deferred tax assets. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings.
As of December 31, 2024 , we recorded a valuation allowance of $62.7 million on our gross deferred tax assets. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings.
Additionally, in connection with the acquisition of Abingworth, we are entitled to up to 15% of carried interest generated from certain Abingworth funds. Realized carried interest may be clawed back or given back to the fund if the fund’s investment values decline below certain return hurdles, which vary from fund to fund.
Additionally, in connection with the acquisition of Abingworth, we are entitled to 15% of carried interest generated from certain Abingworth funds. 105 Table of Contents Realized carried interest may be clawed back or given back to the fund if the fund’s investment values decline below certain return hurdles, which vary from fund to fund.
The entities we consolidate are referred to collectively as the Consolidated Funds in our consolidated financial statements. As of December 31, 2023 , our Consolidated Funds represent approximately 2% of our AUM; 2% of our management fees; and 40% of our total investment income or loss on an unconsolidated basis for the year ended December 31, 2023 .
The entities we consolidate are referred to collectively as the Consolidated Funds in our consolidated financial statements. As of December 31, 2024 , our Consolidated Funds represent approximately 2% of our AUM; 1% of our management fees; and 1% of our total investment income or loss on an unconsolidated basis for the year ended December 31, 2024 .
The Company uses “net accrued performance revenues” to refer to the aggregation of the accrued performance allocations and incentive fees net of (i) accrued giveback obligations, (ii) accrued performance allocations and incentive fee related compensation, (iii) performance allocations and incentive fee related tax obligations, and (iv) accrued performance allocations and incentive fees attributable to non-controlling interests.
The Company uses “net accrued performance revenues” to refer to the aggregation of the accrued performance allocations net of (i) accrued giveback obligations, (ii) accrued performance allocations related compensation, (iii) performance allocations related tax obligations, and (iv) accrued performance allocations attributable to non-controlling interests .
We record investment income (loss) for our equity income allocation from NGP management fee related revenues and also record our share of any allocated expenses from NGP Management, expenses associated with the compensatory elements of the strategic investment .
We record investment income (loss) for our equity income allocation from NGP management fee related revenues and our share of any allocated expenses from NGP Management, as well as expenses associated with the compensatory elements of the strategic investment.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased on our debt obligations payable as of December 31, 2023 , we estimate that interest expense relating to variable rates would increase by approximately $4.3 million on an annual basis in the event interest rates were to increase by one percentage point.
Biggest changeWe do not have any interest rate swaps in place for these borrowings. 155 Table of Contents Based on our debt obligations payable as of December 31, 2024 , we estimate that interest expense relating to variable rates would increase by approximately $2.9 million on an annual basis in the event interest rates were to increase by one percentage point.
In our discussion of “Key Financial Measures” and “Critical Accounting Policies,” we disclose that performance allocations are recognized upon appreciation of the valuation of our funds’ investments above certain return hurdles and are based upon the amount that would 164 be due to Carlyle at each reporting date as if the funds were liquidated at their then-current fair values.
In our discussion of “Key Financial Measures” and “Critical Accounting Policies,” we disclose that performance allocations are recognized upon appreciation of the valuation of our funds’ investments above certain return hurdles and are based upon the amount that would be due to Carlyle at each reporting date as if the funds were liquidated at their then-current fair values.
Key investment decisions are subject to approval by both the fund- level managing directors, as well as the investment committee, which is generally comprised of one or more of the three founding partners, one “sector” head, one or more advisors and senior investment professionals associated with that particular fund.
Key investment decisions are subject to approval by both the fund- level managing directors, as well as the investment committee, which is generally composed of one or more of the three founding partners, one “sector” head, one or more advisors and senior investment professionals associated with that particular fund.
In addition, the terms of the governing agreements with respect to certain of our carry funds provide that the management fee base will be reduced when the aggregate fair market value of a fund’s investments is below its cost.
In addition, the terms of the governing agreements with respect to certain of our carry funds provide that the management fee base will be reduced when the 154 Table of Contents aggregate fair market value of a fund’s investments is below its cost.
We minimize our risk exposure by limiting the counterparties with which we enter into contracts to banks and investment banks who meet established credit and capital guidelines . 165
We minimize our risk exposure by limiting the counterparties with which we enter into contracts to banks and investment banks who meet established credit and capital guidelines. 156 Table of Contents
We estimate that as of December 31, 2023 , if there was a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar, the impact on our consolidated results of operations for the year then ended would be as follows: (a) fund management fees would decrease by $53.9 million, (b) performance allocations would decrease by $37.1 million, and (c) principal investment income would decrease by $2.9 million .
We estimate that as of December 31, 2024 , if there was a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar, the impact on our consolidated results of operations for the year then ended would be as follows: (a) fund management fees would decrease by $54.7 million, (b) performance allocations would decrease by $2.6 million, and (c) immaterial to principal investment income.
Interest Rate Risk We have obligations under our CLO term loans that accrue interest at variable rates. Interest rate changes may therefore affect the amount of interest payments, future earnings and cash flows. The CLO term loans incur interest at EURIBOR or SOFR plus an applicable rate. We do not have any interest rate swaps in place for these borrowings.
Interest Rate Risk We have obligations under our CLO term loans that accrue interest at variable rates. Interest rate changes may therefore affect the amount of interest payments, future earnings and cash flows. The CLO term loans incur interest at EURIBOR or SOFR plus an applicable rate.
The table below shows the remaining fair value : Remaining Fair Value (Dollars in millions) Global Private Equity $ 124,580 Global Credit $ 171,960 Global Investment Solutions $ 52,982 Exchange Rate Risk Our investment funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies.
The table below shows the remaining fair value: Remaining Fair Value (Dollars in millions) Global Private Equity $ 122,964 Global Credit $ 174,494 Global Investment Solutions $ 59,806 Exchange Rate Risk Our investment funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies.
The following table summarizes the incremental impact, including our Consolidated Funds, of a 10% change in total remaining fair value by segment as of December 31, 2023 on our performance allocations revenue: 10% Increase in Total Remaining Fair Value 10% Decrease in Total Remaining Fair Value (Dollars in millions) Global Private Equity $ 2,702.9 $ (1,417.8) Global Credit 189.8 (264.1) Global Investment Solutions 343.7 (352.8) Total $ 3,236.4 $ (2,034.7) The effect of the variability in performance allocations revenue would be in part offset by performance allocation related compensation.
The following table summarizes the incremental impact, including our Consolidated Funds, of a 10% change in total remaining fair value by segment as of December 31, 2024 on our performance allocations revenue: 10% Increase in Total Remaining Fair Value 10% Decrease in Total Remaining Fair Value (Dollars in millions) Global Private Equity $ 2,089.2 $ (2,745.4) Global Credit 202.4 (308.6) Global Investment Solutions 377.5 (382.0) Total $ 2,669.1 $ (3,436.0) The effect of the variability in performance allocations revenue would be in part offset by performance allocation related compensation.

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