Borrowings

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Borrowings

7. Borrowings

The Company borrows and enters into credit agreements for its general operating and investment purposes. The

Company’s debt obligations consist of the following:

	As of December 31,
	2023		2022
	Borrowing Outstanding	Carrying Value	Borrowing Outstanding	Carrying Value
	(Dollars in millions)
CLO Borrowings (See below)	$431.7	$426.4	$421.7	$418.1
3.500% Senior Notes Due 9/19/2029	425.0	422.5	425.0	422.0
5.625% Senior Notes Due 3/30/2043	600.0	600.6	600.0	600.6
5.650% Senior Notes Due 9/15/2048	350.0	346.4	350.0	346.3
4.625% Subordinated Notes Due 5/15/2061	500.0	485.1	500.0	484.7
Total debt obligations	$2,306.7	$2,281.0	$2,296.7	$2,271.7

Senior Credit Facility

As of December 31, 2023, the senior credit facility, which was amended on April 29, 2022, included $1.0 billion in a

revolving credit facility. The Company’s borrowing capacity is subject to the ability of the financial institutions in the banking

syndicate to fulfill their respective obligations under the revolving credit facility. The revolving credit facility is scheduled to

mature on April 29, 2027, and principal amounts outstanding under the revolving credit facility accrue interest, at the option of

the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.50% per annum, or (b) at SOFR (or

similar benchmark for non-U.S. dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50% per

annum (at December 31, 2023, the interest rate was 6.45%). There was no amount outstanding under the revolving credit

facility as of December 31, 2023. The Company made no borrowings under the revolving credit facility during the years ended

December 31, 2023 and 2022. Interest expense under the senior credit facility was not significant for the years ended December

31, 2023, 2022 and 2021.

Global Credit Revolving Credit Facility

Certain subsidiaries of the Company are parties to a revolving line of credit, primarily intended to support certain

lending activities within the Global Credit segment. In August 2023, the Global Credit Revolving Credit Facility was amended

to increase the capacity of the existing revolving line of credit from $250 million to $300 million (the “2027 Tranche Revolving

Loans”) and extend the maturity to September 2027. This amendment also provides for a new tranche of revolving loans with a

capacity of $200 million maturing in August 2024 (the “2024 Tranche Revolving Loans,” together with the 2027 Tranche

Revolving Loans, the “Global Credit Revolving Credit Facility”). The Company’s borrowing capacity is subject to the ability of

the financial institutions in the banking syndicate to fulfill their respective obligations under the credit facility. Principal

amounts outstanding under the facility accrue interest at applicable SOFR or Eurocurrency rates plus an applicable margin of

2.00% or an alternate base rate plus an applicable margin of 1.00%.

As of and for both the years ended December 31, 2023 and 2022, there was no balance outstanding and the Company

made no borrowings under the Global Credit Revolving Credit Facility. For the year ended December 31, 2021, the Company

borrowed $70.0 million and repaid $70.0 million under the credit facility, and there was no borrowing outstanding under this

facility as of December 31, 2021. Interest expense was not significant for the years ended December 31, 2023, 2022 and 2021.

CLO Borrowings

For certain of the Company’s CLOs, the Company finances a portion of its investment in the CLOs through the

proceeds received from term loans and other financing arrangements with financial institutions. The Company’s outstanding

CLO borrowings consist of the following (Dollars in millions):

Formation Date	Borrowing Outstanding December 31, 2023	Borrowing Outstanding December 31, 2022	Maturity Date(1)	Interest Rate as of December 31, 2023
February 28, 2017	$39.9	$38.7	September 21, 2029	6.02%	(2)
June 29, 2017	45.6	54.8	July 20, 2030	6.86%	(4)
December 6, 2017	41.1	43.8	January 15, 2031	7.04%	(5)
March 15, 2019	1.8	1.8	March 15, 2032	12.03%	(3)
August 20, 2019	4.0	3.9	August 15, 2032	8.74%	(3)
September 15, 2020	19.7	19.1	April 15, 2033	5.55%	(3)
January 8, 2021	20.6	19.9	January 15, 2034	6.46%	(3)
March 9, 2021	16.8	19.1	August 15, 2030	5.41%	(3)
March 30, 2021	18.6	18.0	March 15, 2032	5.63%	(3)
April 21, 2021	3.6	3.4	April 15, 2033	9.81%	(3)
May 21, 2021	15.5	15.0	November 17, 2031	5.37%	(3)
June 4, 2021	20.7	20.0	January 16, 2034	6.24%	(3)
June 10, 2021	1.3	1.3	November 17, 2031	6.85%	(3)
July 15, 2021	15.5	15.0	July 15, 2034	6.26%	(3)
July 20, 2021	20.6	20.0	July 20, 2031	6.27%	(3)
August 4, 2021	16.7	16.2	August 15, 2032	5.75%	(3)
October 27, 2021	24.0	23.3	October 15, 2035	6.37%	(3)
November 5, 2021	14.3	13.8	January 14, 2034	6.05%	(3)
January 6, 2022	20.7	20.1	February 15, 2035	6.38%	(3)
February 22, 2022	20.8	20.1	November 10, 2035	6.43%	(3)
July 13, 2022	17.5	16.9	January 13, 2035	7.27%	(3)
October 25, 2022	18.1	17.5	October 25, 2035	7.70%	(3)
September 5, 2023	14.3	—	August 28, 2031	5.43%	(3)
	$431.7	$421.7

(1)  Maturity date is earlier of date indicated or the date that the CLO is dissolved.

(2)Incurs interest at EURIBOR plus applicable margins as defined in the agreement.

(3)Incurs interest at the average effective interest rate of each class of purchased securities plus 0.50% spread percentage.

(4)Incurs interest at SOFR plus 1.45%.

(5)Incurs interest at SOFR plus 1.64%.

The CLO term loans are secured by the Company’s investments in the respective CLO, have a general unsecured

interest in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest

expense for the years ended December 31, 2023, 2022 and 2021 was $24.9 million, $10.7 million, and $5.6 million,

respectively. The fair value of the outstanding balance of the CLO term loans at December 31, 2023 and 2022 approximated par

value based on current market rates for similar debt instruments. These CLO term loans are classified as Level III within the

fair value hierarchy.

European CLO Financing - February 28, 2017

On February 28, 2017, a subsidiary of the Company entered into a financing agreement with several financial

institutions under which these financial institutions provided a €36.1 million term loan ($39.9 million at December 31, 2023) to

the Company. This term loan is secured by the Company’s investments in the retained notes in certain European CLOs that

were formed in 2014 and 2015. This term loan will mature on the earlier of September 21, 2029 or the date that the certain

European CLO retained notes have been redeemed. The Company may prepay the term loan in whole or in part at any time.

Interest on this term loan accrues at EURIBOR plus applicable margins (6.02% at December 31, 2023).

Master Credit Agreement - Term Loans

The Company assumed liabilities under master credit agreements previously entered into by CBAM under which a

financial institution provided term loans to CBAM for the purchase of eligible interests in CLOs (see Note 3). Term loans

issued under these master credit agreements are secured by the Company’s investment in the respective CLO as well as any

senior management fee and subordinated management fee payable by each CLO. Term loans generally bear interest at SOFR

plus a weighted average spread over SOFR on the CLO notes, which is due quarterly. As of December 31, 2023, term loans

under these agreements had $86.7 million outstanding. The master credit agreements mature in July 2030 and January 2031,

respectively. Prior to the third quarter of 2023, the interest rate base under these agreements was LIBOR.

CLO Repurchase Agreements

On February 5, 2019, the Company entered into a master credit facility agreement (the “Carlyle CLO Financing

Facility”) to finance a portion of the risk retention investments in certain European CLOs managed by the Company. Each

transaction entered into under the Carlyle CLO Financing Facility will bear interest at a rate based on the weighted average

effective interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of

December 31, 2023, €213.8 million ($236.5 million) was outstanding under the Carlyle CLO Financing Facility. Additional

borrowings may be made on terms agreed upon by the Company and the counterparty subject to the terms and conditions of the

Carlyle CLO Financing Facility.

The Company assumed liabilities under a master credit facility agreement previously entered into by CBAM (the

“CBAM CLO Financing Facility,” together with the Carlyle CLO Financing Facility, the “CLO Financing Facilities”) to

finance a portion of the risk retention investments in certain European CLOs managed by CBAM (see Note 3). The maximum

facility amount is €100.0 million, but may be expanded on such terms agreed upon by the Company and the counterparty

subject to the terms and conditions of the CBAM CLO Financing Facility. Each transaction entered into under the CBAM CLO

Financing Facility will bear interest at a rate based on the weighted average effective interest rate of each class of securities that

have been sold plus a spread to be agreed upon by the parties. As of December 31, 2023, €61.9 million ($68.5 million) was

outstanding under the CBAM CLO Financing Facility.

Each transaction entered into under the CLO Financing Facility provides for payment netting and, in the case of a

default or similar event with respect to the counterparty to the CLO Financing Facility, provides for netting across transactions.

Generally, upon a counterparty default, the Company can terminate all transactions under the CLO Financing Facility and offset

amounts it owes in respect of any one transaction against collateral, if any, or other amounts it has received in respect of any

other transactions under the CLO Financing Facility; provided, however, that in the case of certain defaults, the Company may

only be able to terminate and offset solely with respect to the transaction affected by the default. During the term of a

transaction entered into under the CLO Financing Facility, the Company will deliver cash or additional securities acceptable to

the counterparty if the securities sold are in default. Upon termination of a transaction, the Company will repurchase the

previously sold securities from the counterparty at a previously determined repurchase price. The CLO Financing Facility may

be terminated at any time upon certain defaults or circumstances agreed upon by the parties.

The repurchase agreements may result in credit exposure in the event the counterparty to the transaction is unable to

fulfill its contractual obligations. The Company minimizes the credit risk associated with these activities by monitoring

counterparty credit exposure and collateral values. Other than margin requirements, the Company is not subject to additional

terms or contingencies which would expose the Company to additional obligations based upon the performance of the securities

pledged as collateral.

Senior Notes

Certain indirect subsidiaries of the Company have issued long term borrowings in the form of senior notes, on which

interest is payable semi-annually in arrears. The following table provides information regarding these senior notes (Dollars in

millions):

	Aggregate Principal Amount			Interest Expense
		Fair Value(1) As of December 31,		For The Years Ended December 31,
		2023	2022	2023	2022	2021
3.875% Senior Notes Due 2/1/2023(2)	$—	$—	$—	$—	$—	$8.9
3.500% Senior Notes Due 9/19/2029(3)	425.0	401.9	364.1	15.3	15.3	15.3
5.625% Senior Notes Due 3/30/2043(4)	600.0	594.6	545.8	33.7	33.7	33.7
5.650% Senior Notes Due 9/15/2048(5)	350.0	336.0	322.2	19.9	19.9	19.9
				$68.9	$68.9	$77.8

(1) Including accrued interest. Fair value is based on indicative quotes and the notes are classified as Level II within the fair value

hierarchy.

(2) Issued in January 2013 at 99.966% of par. In November 2021, the Company completed the redemption of these notes, as discussed

below.

(3) Issued in September 2019 at 99.841% of par.

(4) Issued $400.0 million in aggregate principal at 99.583% of par in March 2013. An additional $200.0 million in aggregate principal

was issued at 104.315% of par in March 2014, and is treated as a single class with the outstanding $400.0 million in senior notes

previously issued.

(5) Issued in September 2018 at 99.914% of par.

The issuers may redeem the senior notes, in whole at any time or in part from time to time, at a price equal to the

greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining

scheduled payments of principal and interest on any notes being redeemed discounted to the redemption date on a semiannual

basis at the Treasury Rate plus 40 basis points (30 basis points in the case of the 3.875% and 3.500% senior notes), plus in each

case accrued and unpaid interest on the principal amounts being redeemed. In November 2021, the Company redeemed the

remaining aggregate principal amount of $250.0 million in 3.875% Senior Notes at the make-whole redemption price as set

forth in the notes, and recognized $10.1 million of costs in interest expense upon early extinguishment of the debt.

Subordinated Notes

In May 2021, an indirect subsidiary of the Company issued $435.0 million aggregate principal amount of 4.625%

Subordinated Notes due May 15, 2061 (the “Subordinated Notes”), on which interest is payable quarterly accruing from May

11, 2021. In June 2021, an additional $65.0 million aggregate principal amount of these Subordinated Notes were issued and

are treated as a single series with the already outstanding $435.0 million aggregate principal amount. The Subordinated Notes

are unsecured and subordinated obligations of the issuer, and are fully and unconditionally guaranteed (the “Guarantees”),

jointly and severally, on a subordinated basis, by the Company, each of the Carlyle Holdings partnerships, and CG Subsidiary

Holdings L.L.C., an indirect subsidiary of the Company (collectively, the “Guarantors”). The Consolidated Funds are not

guarantors, and as such, the assets of the Consolidated Funds are not available to service the Subordinated Notes under the

Guarantee. The Subordinated Notes may be redeemed at the issuer’s option in whole at any time or in part from time to time on

or after June 15, 2026 at a redemption price equal to their principal amount plus any accrued and unpaid interest to, but

excluding, the date of redemption. If interest due on the Subordinated Notes is deemed no longer to be deductible in the U.S., a

“Tax Redemption Event,” the Subordinated Notes may be redeemed, in whole, but not in part, within 120 days of the

occurrence of such event at a redemption price equal to their principal amount plus accrued and unpaid interest to, but

excluding, the date of redemption. In addition, the Subordinated Notes may be redeemed, in whole, but not in part, at any time

prior to May 15, 2026, within 90 days of the rating agencies determining that the Subordinated Notes should no longer receive

partial equity treatment pursuant to the rating agency’s criteria, a “rating agency event,” at a redemption price equal to 102% of

their principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption.

As of December 31, 2023 and December 31, 2022, the fair value of the Subordinated Notes was $411.8 million and

$323.8 million, respectively. Fair value is based on active market quotes and the notes are classified as Level I within the fair

value hierarchy. For the years ended December 31, 2023 and 2022, the Company incurred $23.5 million and $23.5 million of

interest expense on the Subordinated Notes, respectively.

Debt Covenants

The Company is subject to various financial covenants under its loan agreements including, among other items,

maintenance of a minimum amount of management fee-earning assets. The Company is also subject to various non-financial

covenants under its loan agreements and the indentures governing its senior notes. The Company was in compliance with all

financial and non-financial covenants under its various loan agreements as of December 31, 2023.

Loans Payable of Consolidated Funds

Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the

CLOs. As of December 31, 2023 and 2022, the following borrowings were outstanding (Dollars in millions):

	As of December 31, 2023
	Borrowing Outstanding	Fair Value	Weighted Average Interest Rate		Weighted Average Remaining Maturity in Years
Senior secured notes(1)	$6,171.9	$6,097.9	6.32%		8.99
Subordinated notes(2)	173.5	210.7	N/A	(4)	9.16
Revolving credit facilities(3)	177.9	177.9	6.46%		5.05
Total	$6,523.3	$6,486.5

	As of December 31, 2022
	Borrowing Outstanding	Fair Value	Weighted Average Interest Rate		Weighted Average Remaining Maturity in Years
Senior secured notes(1)	$5,849.2	$5,538.9	4.07%		9.60
Subordinated notes	56.1	188.4	N/A	(4)	9.69
Revolving credit facilities(3)	177.9	177.9	4.85%		4.30
Total	$6,083.2	$5,905.2

(1)Borrowing Outstanding and Fair Value as of December 31, 2023 and 2022 includes $7.8 million and $235.6 million, respectively, of

senior secured notes that are carried at par value.

(2)Borrowing Outstanding and Fair Value as of December 31, 2023 includes $2.2 million of subordinated notes that are carried at par

value.

(3)Fair Value as of December 31, 2023 and 2022 reflects the amortized cost of outstanding revolving credit balances which

approximates fair value.

(4)The subordinated notes do not have contractual interest rates, but instead receive distributions from the excess cash flows of the

CLOs.

Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be

used to satisfy the liabilities of another. This collateral consisted of cash and cash equivalents, corporate loans, corporate bonds

and other securities. As of December 31, 2023 and 2022, the fair value of the CLO assets was $6.8 billion and $6.2 billion,

respectively.