Borrowings

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Borrowings

6. 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:

	June 30, 2024		December 31, 2023
	Borrowing Outstanding	Carrying Value	Borrowing Outstanding	Carrying Value
	(Dollars in millions)
CLO Borrowings  (See below)	$384.3	$380.2	$431.7	$426.4
3.500% Senior Notes Due 9/19/2029	425.0	422.7	425.0	422.5
5.625% Senior Notes Due 3/30/2043	600.0	600.5	600.0	600.6
5.650% Senior Notes Due 9/15/2048	350.0	346.5	350.0	346.4
4.625% Subordinated Notes Due 5/15/2061	500.0	485.3	500.0	485.1
Total debt obligations	$2,259.3	$2,235.2	$2,306.7	$2,281.0

Senior Credit Facility

As of June 30, 2024, 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 June 30, 2024, the interest rate was 6.44%). The Company made no borrowings under the revolving credit facility

during the three and six months ended June 30, 2024 and there was no balance outstanding at June 30, 2024.

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 date to September 2027. This amendment also provides for a new tranche of revolving loans

with a capacity of $200 million maturing in August 2024, which is expected to be extended (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 Global Credit Revolving Credit Facility. Principal amounts outstanding 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%.

In the three months ended June 30, 2024, the Company made borrowings under the Global Credit Revolving Credit Facility of

$5.0 million and €5.0 million, which were repaid as of June 30, 2024. As of June 30, 2024, there was no borrowing outstanding

under the Global Credit Revolving Credit Facility.

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 June 30, 2024	Borrowing Outstanding December 31, 2023	Maturity Date (1)	Interest Rate as of June 30, 2024
February 28, 2017	$29.7	$39.9	September 21, 2029	6.34%	(2)
June 29, 2017	35.0	45.6	July 20, 2030	6.77%	(4)
December 6, 2017	33.7	41.1	January 15, 2031	7.01%	(5)
March 15, 2019	1.8	1.8	March 15, 2032	11.83%	(3)
August 20, 2019	3.9	4.0	August 15, 2032	8.56%	(3)
September 15, 2020	19.1	19.7	April 15, 2033	5.49%	(3)
January 8, 2021	19.9	20.6	January 15, 2034	6.40%	(3)
March 9, 2021	11.9	16.8	August 15, 2030	5.34%	(3)
March 30, 2021	17.4	18.6	March 15, 2032	5.44%	(3)
April 21, 2021	3.5	3.6	April 15, 2033	9.75%	(3)
May 21, 2021	14.1	15.5	November 17, 2031	5.20%	(3)
June 4, 2021	20.0	20.7	January 16, 2034	6.19%	(3)
June 10, 2021	1.3	1.3	November 17, 2031	6.68%	(3)
July 15, 2021	15.0	15.5	July 15, 2034	6.20%	(3)
July 20, 2021	20.0	20.6	July 20, 2031	6.17%	(3)
August 4, 2021	16.2	16.7	August 15, 2032	5.57%	(3)
October 27, 2021	23.3	24.0	October 15, 2035	6.31%	(3)
November 5, 2021	13.9	14.3	January 14, 2034	5.99%	(3)
January 6, 2022	20.1	20.7	February 15, 2035	6.21%	(3)
February 22, 2022	20.2	20.8	November 10, 2035	6.27%	(3)
July 13, 2022	16.9	17.5	January 13, 2035	7.23%	(3)
October 25, 2022	—	18.1	N/A	N/A	(6)
September 5, 2023	9.6	14.3	August 28, 2031	5.39%	(3)
April 25, 2024	17.8	—	April 25, 2037	6.76%	(3)
	$384.3	$431.7

(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 1.44%.

(5)Incurs interest at SOFR plus 1.68%.

(6)This term loan was fully repaid in April 2024.

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

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

the three months ended June 30, 2024 and 2023 was $6.2 million and $5.9 million, respectively. Interest expense for the six

months ended June 30, 2024 and 2023 was $13.0 million and $11.1 million, respectively. The fair value of the outstanding

balance of the CLO term loans at June 30, 2024 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 €27.7 million term loan ($29.7 million at June 30, 2024) 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 (6.34% at June 30, 2024).

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 to the consolidated

financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023). 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 June 30, 2024, term loans

under these agreements had $68.7 million outstanding. The master credit agreements mature in July 2030 and January 2031,

respectively.

CLO Repurchase Agreements

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

to finance a portion of the risk retention investments in certain European CLOs managed by the Company. 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 June 30, 2024,

€204.3 million ($218.9 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.

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.

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 to the

consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31,

2023). 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 June 30, 2024, €62.2 million

($66.6 million) was outstanding under the CBAM CLO Financing Facility.

Senior Notes

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

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

millions):

				Interest Expense
		Fair Value (1) As of		Three Months Ended June 30,		Six Months Ended June 30,
	Aggregate Principal Amount	June 30, 2024	December 31, 2023	2024	2023	2024	2023
3.500% Senior Notes Due 9/19/2029 (2)	$425.0	$395.6	$401.9	$3.9	$3.9	$7.7	$7.7
5.625% Senior Notes Due 3/30/2043 (3)	600.0	582.9	594.6	8.5	8.5	16.9	16.9
5.650% Senior Notes Due 9/15/2048 (4)	350.0	343.3	336.0	5.0	5.0	10.0	10.0
				$17.4	$17.4	$34.6	$34.6

(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 September 2019 at 99.841% of par.

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

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

in senior notes previously issued.

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

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 3.500% senior notes), plus in each case accrued

and unpaid interest on the principal amounts being redeemed.

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 June 30, 2024 and December 31, 2023, the fair value of the Subordinated Notes was $364.0 million and

$411.8 million, respectively. Fair value is based on active market quotes and the notes are classified as Level I within the fair

value hierarchy. For both the three months ended June 30, 2024 and 2023, the Company incurred $5.9 million of interest

expense on the Subordinated Notes. For both the six months ended June 30, 2024 and 2023, the Company incurred

$11.8 million of interest expense on the Subordinated Notes.

Debt Covenants

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

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

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

financial and non-financial covenants under its various loan agreements as of June 30, 2024.

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 June 30, 2024 and December 31, 2023, the following borrowings were outstanding (Dollars in millions):

	As of June 30, 2024
	Borrowing Outstanding	Fair Value	Weighted Average Interest Rate		Weighted Average Remaining Maturity in Years
Senior secured notes	$7,346.9	$7,378.8	6.57%		9.64
Subordinated notes	270.2	244.6	N/A	(4)	9.26
Revolving credit facilities(3)	177.7	177.7	6.67%		4.44
Total	$7,794.8	$7,801.1

	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

(1)Borrowing Outstanding and Fair Value as of December 31, 2023 includes $7.8 million 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 June 30, 2024 and December 31, 2023 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 June 30, 2024 and December 31, 2023, the fair value of the CLO assets was $8.7 billion and $6.8 billion,

respectively.