Good day and thank you for standing by. Welcome to The Carlyle Group Second Quarter 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker, Daniel Harris, Head of Investor Relations. Please go ahead.

Thank you, Shannon. Good morning, and welcome to Carlyle's Second Quarter 2024 Earnings Call. With me on the call this morning is our Chief Executive Officer, Harvey Schwartz; and our Chief Financial Officer and Head of Corporate Strategy, John Redett. Earlier this morning, we issued a press release and a detailed earnings presentation, which is also available on our Investor Relations website. This call is being webcast and a replay will be available. We will refer to certain non-GAAP financial measures during today's call. These measures should not be considered in isolation from or as a substitute for measures prepared in accordance with Generally Accepted Accounting Principles. We have provided a reconciliation of these measures to GAAP in our earnings release to the extent reasonably available. Any forward-looking statements made today do not guarantee future performance and undue reliance should not be placed on them. These statements are based on current management expectations and involve inherent risks and uncertainties, including those identified in the Risk Factors section of our annual report on Form 10-K that could cause actual results to differ materially from those indicated. Carlyle assumes no obligation to update any forward-looking statements at any time. In order to ensure participation by all those on the call today, please limit yourself to one question and return to the queue for any additional follow-ups. With that, let me turn the call over to our Chief Executive Officer, Harvey Schwartz.

Thanks, Dan. Good morning, everyone, and thank you for joining us. The first half of '24 reflects strong momentum across our business. And as you can see when you look at it, this momentum is clear in our results. For the first six months, we generated record FRE, record FRE margins, record assets under management, and strong fundraising. Let me take a moment to talk about the current market activity. Obviously, we've all seen over the last few trading days and this morning, the market remains quite volatile. From our perspective, it's important to take a big step back. When we look at our proprietary portfolio data, this is what we see. The trajectory for GDP, the expected Fed rate cuts this year, all the dynamics still tell us the underlying fundamentals support improving activity across our platform for the balance of the year. Now consistent with that, we've announced two large recent transactions and have others in the pipeline we expect to finalize soon. In asset-backed finance, we announced a landmark $10 billion transaction to acquire a portfolio of loans from Discover Financial Services. This transaction is a great example of the intersection of our asset-backed finance capabilities, our credit and insurance businesses, and our capital markets expertise all coming together to drive value for our clients and generate transaction fees. As we've discussed, asset-backed finance is a critical provider of capital for the financial sector. There is a significant opportunity here to grow as we're in the early innings of a multitrillion-dollar market opportunity, which we're well positioned for. On exits, we have a considerable pipeline of active IPO and sale processes underway. You just saw today, we announced the sale of our portfolio company, Cogentrix Energy, a leading power producer and the assets it manages at a valuation of nearly $3 billion. We expect exit activity in the second half of the year likely to be materially higher than the first half with several large transactions in our pipeline. Moving to fundraising. We raised $18 billion year-to-date and north of $40 billion over the last 12 months. We closed our fifth Japan buyout fund, saw strong inflows into our US real estate business, and raised $5 billion in credit this quarter alone. This was our third-best fundraising quarter on record for the credit business. And importantly, we're working towards our target of $40 billion for 2024. Let me just quickly run you through some specific areas of activity across our business. I'm quite optimistic about where our business is today compared to a year ago. As I said, there's a lot of momentum across the franchise. In Global Credit, we're well positioned to capitalize on industry tailwinds and capture market share. In addition to the Discover Financial Services transaction, we saw strong activity in opportunistic and real asset credit strategies. In our CLO business, we remain very active. The first six months of the year were the second busiest in our 20-year CLO history. We ended Q2 as the world's largest CLO manager, and we feel quite good about the forward pipeline. Finally, in Global Investment Solutions, the activity levels remain quite high as we address the investment needs of our clients. We deployed $9 billion and raised $12 million over the last 12 months and continue to see attractive opportunities across secondaries and co-investments. In Global Wealth, our brand continues to resonate with our wealth adviser partners. CTAC, our private credit product, had a strong first half. And CAPM, our solutions wealth product, has significant momentum and has been added to several new wealth distribution platforms. To wrap things up, our results this quarter reflect strong momentum across the firm as the environment continues to improve, which we believe it will, despite, as I said, recent market activity. Carlyle and our stakeholders are well positioned to benefit. With that, let me now turn the call over to John.

Thanks, Harvey. Good morning, everyone. We continue to see significant momentum across our platform and remain on track to achieve our 2024 financial targets. We achieved record AUM of $435 billion in the quarter, up 13% year-over-year. We also produced another quarter of record FRE, and FRE margins remain strong. We produced $343 million in DE for the second quarter or $0.78 in DE per share. And year-to-date, DE per share of $1.79 is 19% higher. We repurchased $178 million of shares in the second quarter, bringing our total repurchase amount to approximately $330 million for the first half of the year. Total shares outstanding are at the lowest level since 2021, and we have $1.1 billion remaining on our share repurchase authorization. Now let's cover three important areas: fee-related earnings, fundraising, and the investment environment. Fee-related earnings increased to $273 million in the quarter, up over 30% from the second quarter of 2023. First half FRE of $539 million is far and away a record and is 35% higher than the first half of 2023. Second quarter management fees increased 2% in the quarter to $525 million. Management fees in Global Credit and Solutions experienced double-digit growth year-over-year and hit record levels. We expect total management fees to accelerate across the second half of the year driven by nearly $20 billion of pending fee-earning AUM, the highest level since 2021. Transaction and advisory fees were up almost 60% year-over-year driven by the steadily improving transaction environment. We are on pace for a record year. We continue to drive towards our target of $1.1 billion of FRE for 2024, implying FRE in the second half of 2024 will be higher than the first half. Let's turn to fundraising. Year-to-date, we raised $18 billion in new capital and $41 billion over the last 12 months. We saw meaningful activity in this quarter in both Global Private Equity and Global Credit. In Global Private Equity, we closed our fifth vintage Japan buyout fund, nearly 70% larger than its predecessor. Across Asia, this brings us to $5 billion of capital raised. We recently announced the take-private of KFC Japan, where our pan-Asia teams came together to leverage our significant expertise in the restaurant and food sector. This remains a robust market for us. In terms of our latest real estate fund, we closed on an amount materially higher than what we disclosed in our earnings release and we are progressing quickly to a final close. In a challenging real estate market, it's worth noting the exceptional performance of our franchise, which remains a key area of growth. In Global Credit, we raised $5 billion in the quarter. As Harvey said, we had one of the most active first six months in our 20-plus year CLO history. We also benefited from continued strength in our credit wealth product, CTAC, as well as other strategies. For the balance of the year, we expect to raise significant capital across all segments as we continue to work towards our target of $40 billion. Finally, let me touch on the investment environment. As Harvey mentioned, we are seeing increased investment activity across the business as buyer and seller confidence has improved despite recent volatility. We have access to great proprietary data across our global platform, which also points to increased activity levels. In terms of exit activity, we are now seeing more robust competition where an IPO is a real exit path and strategic buyer interest has picked up. We expect increased activity in the second half of 2024. Wrapping up, we continue to focus on delivering strong results for our shareholders. We have good momentum across our platform and are on track to achieve the financial targets that we laid out for 2024. With that let me turn the call over to the operator for your questions.

Thank you. Our first question comes from the line of Glenn Schorr with Evercore ISI. Your line is now open.

Thank you very much. Okay, so

Good morning, Glenn.

Good morning. I understood your remarks regarding the exit pipeline, DE guidance, and the overall market conditions. The feedback from brokers and advisors has been consistent. It seems that market sentiment and outlook have shifted significantly in recent days. I'm interested in your perspective on why the market believes there will be a notable slowdown, and how this might differ given your business mix. Additionally, I would like to know how these factors influence your views on the capital-raising outlook for private equity specifically.

Yes. So Glenn, again, thanks for the question. So obviously, the last couple of days of trading and the way the markets are positioned to open this morning, there's a lot of red on the screens. When we form our views, as John and I said, we look at underlying portfolio performance and we extrapolate that data in terms of economic growth. If we were having this call last Tuesday, none of these questions would be in the mix about the current market environment. As a matter of fact, you might think we were understating the trajectory of how things felt. And so I think all of us have to be a little bit careful not to overreact to a market adjustment, which at the moment feels very, very liquidity-driven and very risk sentiment-driven. Again, if we're having this call last week, we were talking about the fact that we expected Fed rate cuts, GDP looks solid. So none of that has changed our view. Now sentiment can extend itself into problematic ways. It's way too early to extrapolate that. Portfolio performance looks good. Market opportunity feels good. Exits still feel good. Pending announcements feel good. We'll see what happens over the next several weeks in terms of market environment. But if anything, I think this will encourage the Fed to take action, which is really what the market is looking for. And again, we ought to be reminded, one of the things we learned over the last couple of years is how the transmission mechanism when the Fed is raising rates is slower than when they're cutting. And again, my crystal ball is no better than yours, Glenn, but nothing about the last couple of days changes our view about the balance of the year at this stage.

Thank you. Our next question comes from the line of Alexander Blostein with Goldman Sachs. Your line is now open.

Hey, good morning, everybody. Thank you for the question as well.

Hey, Alex.

Hey, Harvey. So maybe just to build on the $40 billion target for fundraising for the year and your sort of confidence level around working towards that remaining $20 billion plus in the back half of the year, maybe talk a little bit about the key contributors you expect to come through, particularly around real estate, where it seems like you guys are seeing really nice momentum. And maybe just clarify how much capital have you guys raised in those real estate funds and where they stand today. Thanks.

Hey, Alex, it's John. We are very optimistic about our fundraising momentum. We had a strong second quarter, reaching $18 billion year-to-date and $41 billion over the last 12 months. We believe we are on track for the $40 billion target. Over the next six months, we expect to continue raising funds across our platform. Our Solutions business, especially in secondaries and the co-investment fund, is gaining traction. The CAPM wealth product is being utilized on more platforms, which is encouraging. In our credit business, we see positive momentum with our wealth product CTAC, and we anticipate ongoing strength in our credit opportunities fund, infra credit fund, and CLO activity. In Global Private Equity, we expect continued success in our real estate fundraising efforts. Additionally, we will soon launch an infrastructure product and have two buyout funds available. Overall, we have numerous strategies being implemented in the latter half of the year, and we are very positive about our momentum.

Thank you. Our next question comes from the line of Ken Worthington with JPMorgan. Your line is now open.

Hi. Good morning and thanks for taking the question. Can you talk about the outlook for fundraising in CEP VI and CAP VI? I think both have been similarly sized funds and recent vintages. Do you see fundraising as easier or more challenged for the next vintage in either Europe or Asia for those buyout-focused funds? And then for CAP VI, you raised $2 billion. How much longer is that fund in market? Any comments you can make on the outlook here?

Hey, Ken, it's John. Look, I'm limited in terms of what I can say specifically about CAP VI because we are in the market raising money. And we've been pretty clear previously stating that we do think the current fund CAP VI will be smaller than its predecessor fund, and we've said that as well for CEP. Look, our CAP business is really facing some geopolitical headwinds. But look, overall, in terms of Asia, as I said, we've raised $5 billion. We continue to see very attractive opportunities in Asia. I referenced the KFC transaction, which was a kind of a pan-Asia effort. But our Asia business is a very important business to us, and we're fully committed to it. As to where we end up in CAP VI, I can't really provide you a number.

Okay. Great. Thank you.

Thanks, Ken.

Thank you. Our next question comes from the line of Ben Budish with Barclays. Your line is now open.

Hi. Good morning and thanks for taking the question. I wanted to ask about your transaction advisory fees. You identified this last year as a strategic area of focus. But based on your comments, it sounds like there's a lot more activity coming in the back half of the year. Just any color on how that line item should evolve in the back half and going into 2025 would be very helpful. Thank you.

Yes. This is John. Look, this has been a focus area for the firm the last 12 months. Harvey has been very clear that the firm is focused on this particular part of our business. I would say we're very pleased with the progress we've made. When you look at the growth we're generating in this business over the last six months, it's quite impressive. It's up 60%. And obviously, it's benefiting from a more conducive transaction environment. And we're looking at the pipeline of exits as well as new transactions really across the platform, not just specific to private equity. We feel like this will be a record year for our kind of transaction capital market fees.

Got it. Thank you.

Thank you. Our next question comes from the line of Brian Bedell of Deutsche Bank. Your line is now open.

Thanks. Good morning. Thanks for taking the question. Just going back to the deployment outlook for the second half. If you could talk a little bit about the timing of the, I think, nearly $20 billion of fee pending AUM in terms of that potential build for management fees? And then just in the light of the environment, if this risk-off sentiment persists in the second half, how do you envision that impacting your deployment outlook potential in the US and also Japan, I guess, as well?

Yes, Brian, it's John. As Harvey mentioned earlier, we are long-term investors and we do not focus on daily market volatility. However, if there is an extended down market, I can't predict the outcome, but it likely won't be as positive as our current position. Looking at our pipeline, we observe significant transaction activity in the latter half of the year, which makes us feel confident. This activity is not limited to private equity; it also spans credit and solutions. In our Solutions business, we have strong deployment levels, reaching $4.5 billion year-to-date, supported by a solid pipeline. Overall, we have a broad-based outlook. I cannot predict market movements, but currently, we feel optimistic about our deployment. Regarding the $20 billion of pending fee-earning assets under management, the highest level since 2021, this figure includes some Global Private Equity assets and credit. You can expect this to start generating fees in the upcoming quarters. In Global Private Equity, we have Japan buyout and real estate included, while in Global Credit, the activity is spread across our platform. Expect those fees to begin accruing in the coming quarters.

Great. Thank you.

Thank you. Our next question comes from the line of Patrick Davitt with Autonomous Research. Your line is now open.

Hey, good morning, everyone. It looks like you're now already in the kind of 30% to 35% FRE comp ratio range which I think happened a bit faster than most of us were expecting, particularly with realizations still so light. So firstly, can we expect this to be a new baseline from here? Or could it ratchet back up later in the year if say realizations stay this light? Thank you.

Yes, Patrick, it's John. Yes, look, we're very pleased with where we are on that ratio. But I have to be honest, we're not managing the business to hit that specific ratio. And we've always said we're going to operate within the range we specified in our fourth quarter. You should expect us to operate in that range but plus or minus 1% or 2% from kind of where we are, which is the midpoint or at the upper end of that range at 35% is where you should expect us to operate the business. Look, we're very mindful of investing in the business for growth, not necessarily completely focused on driving the margin, but more focused on investing in these businesses for growth.

Thank you. Our next question comes from the line of Brian McKenna with Citizens JMP. Your line is now open.

Thanks. Good morning, everyone. So we saw the announcement this morning that you're merging two of your BDCs. Can you just talk about the merits of the transaction? Why is now the right time for this? Are there any financial implications for CG? And then it will be great just to get an update on your broader direct lending strategy, specifically as it relates to both institutional and private wealth fundraising there?

Yes. So we announced the merger of our public BDCs merging with a private BDC, and we'll provide more details over time. And it likely won't close, Brian, until Q1 2025. But look, the benefit to us is we get more scale in the public BDC. It is a scale business. I think it will be easier for us to raise equity capital going forward. That's obviously financially attractive to the firm. But also there is a benefit to FRE with this merger, and we'll quantify that as we get closer to the close. But it's net-net, it's a positive for Carlyle.

Got it. Makes sense. Thank you.

Thank you. Our next question comes from the line of Dan Fannon of Jefferies. Your line is now open.

Thanks. Good morning. Within Global Private Equity, management fees were slightly up quarter-over-quarter, but obviously still down year-over-year and given the fundraising you talked about some of the dry powder. I guess as you look at the second half of the year and prospectively, what is your outlook for kind of management fees within just the global PE bucket?

Yes. So Global Private Equity, we kind of are expecting flattish, Dan, in terms of management fees. Obviously, we're showing some real strength in the real estate side of the business. But as I said in the previous question, we do expect a couple of vintages of our private equity funds, our Europe buyout fund and Asia buyout fund to be smaller than predecessors. But we're able to mitigate that with the growth we're seeing in the real estate business and other parts of the Global Private Equity business.

Thank you. Our next question comes from the line of Steven Chubak of Wolfe Research. Your line is now open.

Hey, good morning.

Good morning, Steven.

So how are you doing, Harvey? So wanted to just ask for a mark-to-market on some of the progress you're making in the retail channel. You cited some improved momentum. I was just hoping to drill down further. How did flows trend in the quarter? And maybe more specifically how are you designing your retail-focused PE product just to be more competitive with some of the peer offerings that are out there that have seen some pretty good uptake?

So I've been spending a lot of time in this space. Just to give you some color, we launched the CAPM, which John mentioned, on a number of platforms in the past quarter. David Rubenstein and I did a whole series of town halls, office meetings with our distribution partners, who we're really grateful for their focus across the US, and we're looking to extend internationally. So when you look at the momentum behind CTAC, our credit product and CAPM, we feel very, very good about it. In terms of strategy, we are not of the view that we want to flood these distribution partners and channels with multiple products. We really want to have scale and focus and long-term performance. And so you'll see us stay really focused on a mix of platform programs that we can build on over a very long period of time. And then obviously, we'll have selected targeted feeder funds, which have always been part of our strategy. In terms of the private equity product, we're still targeting 2025 as a complementary product. And that will give us the three key footholds that we want across wealth for the coming years.

That's great. Thanks for taking my question.

Sure. Thanks.

Thank you. Our next question comes from the line of Bill Katz with TD Cowen. Your line is now open.

Thank you very much for taking the questions this morning. Maybe turning to the capital, haven't talked about that. How should we think about the pacing for the residual $1.1 billion of repurchase? How does that triangulate up against how you think about the balance sheet? And then maybe, Harvey, I was thinking just wondering if you could give us an updated thoughts on this strategic M&A for the company. Thank you.

Yes. So, Bill, look, Harvey and I discussed in the past just we really took a step back and really rethought how we think about capital allocation, and capital allocation runs the spectrum of buying shares back, investing in the business for growth and M&A. And look, I'd say we're very pleased with the buyback activity. Last year, 2023, our share count was down. That's the first time since our IPO. I think that's a positive. Year-to-date, our share count is down again. I think that's another positive. And as I said in my remarks, we repurchased $330 million shares year-to-date. I think the best we've ever done in the past is a couple of hundred million in a year. So we're on pace to deliver a fairly large share repurchase. We have $1.1 billion remaining on the share repurchase and you should assume that we're active buyers of the stock. In terms of M&A, look, to me, it's a multifaceted question in the sense if we saw something that we like strategically and financially, the deal made sense and culturally, it was compatible, we would absolutely pivot to M&A away from the stock buyback. And again, it comes back to how do we think about allocating capital. We think about allocating capital in terms of where can we get the best returns and growth for our business, our shareholders, and our stakeholders. So if something on the M&A front made sense, we would pivot away from utilizing the capital for a stock buyback and do an M&A transaction.

Yes. What I would say, first of all, obviously, I agree with everything John said. It's really important to understand the lens to which we look at capital allocation and the discipline we're applying to that in terms of what's marginally most accretive. But again, as I said in my remarks, sitting here now 1.5 years in at Carlyle, I really like the organic momentum and the way the team is coming together. Having said that, our platform currently gives us the flexibility to position in a lot of directions. And if the right opportunity came across, you should expect us to take action, but it has to fit all those prerequisites John just described. They're not flexible.

Thank you. Our last question comes from the line of Michael Cyprys with Morgan Stanley. Your line is now open.

Great. Thanks. Good morning. Just a question on insurance. I was hoping you could elaborate on the contribution from Fortitude in the quarter, how you see the pace of migrating the book over into Carlyle strategies? How is that progressing? And then just more broadly, if you could just maybe update us on your insurance and Fortitude-related initiatives and how you're strategically thinking about accelerating the pace of growth from here? Thanks.

So the Fortitude partnership has been fantastic. As you know, we talked a bit about the Discover Financial Services transaction. And that really is a great example of the partnership and collaboration across credit, our CSS business, capital markets, and insurance. And it really does exemplify the flywheel effect one gets by being an insurance business and across all of our insurance clients and partnerships away from Fortitude. So we feel quite good about that. In terms of our positioning with Fortitude and insurance more broadly, obviously there's huge opportunity in the sector in a number of ways. One, obviously, is this focus on private investment grade. Again, that's a fantastic example of our asset-backed business growing so quickly over the last several years and the focus there. But more importantly, from our position being capital light, it gives us the ability to pivot and grow in any number of ways. The very narrow answer to your question, the market has been at the margin a bit more competitive in the block business. We're being disciplined about the capital deployment there. But the pipeline is quite good in terms of transaction flows around the world, reflecting various regulatory changes and needs of our insurance partners. But we feel quite good about the partnership and the trajectory all around.

Great. Thank you.

Thank you. Our last question comes from the line of Craig Siegenthaler of Bank of America. Your line is now open.

Thanks. Good morning, everyone.

Hello. Good morning, Craig.

Hey, Harvey. I think part of my name cut out, but I think you guys know who I am. Can you hear me okay?

Yes, we got you. Sorry about that. I didn't mean to talk over you.

Perfect. No worries at all. So I actually have another compensation question. So following the modifications you guys announced on the 4Q call, stock-based comp is running up a lot year-over-year. That's not really a surprise, but we were hoping you could give some color on how we should model stock-based comp over the next year because I believe there's a step down coming from 4Q '24 to 1Q '25 due to the roll-off of one of the stock-based comp tranches. I had in the ballpark of about $25 million per quarter, but maybe you could help us with the forward run rate of stock-based comp. Thank you very much.

Hey, Craig, it's John. Look, in terms of the stock-based comp, we've been pretty clear about saying, telling you that it will remain elevated in 2024. And look, a lot of that is driven by this performance stock unit grant we gave to key senior individuals of the firm earlier in the year, and these are the people responsible for driving growth. And as you recall, these are very, very shareholder-friendly instruments, great alignment. They only vest if the stock's up 20%, 40%, and 60%. So again, very shareholder-friendly instruments. The accounting of the performance stock units is a little different in the sense. We still have to expense the award even though we don't even know if it vests and that's we're in the middle of expensing that award, very front-end loaded. So you're seeing a fairly large impact from this PSU grant. But again, I would expect third and fourth-quarter stock-based comp expense to be elevated, and then they start trickling down in 2025. I'd say directionally, the number you alluded to is probably not too far off from where I'd start.

Yes, this accounting versus reality, always a little bit of a challenge. We're happy to take more of that offline for folks because this question comes up. Again, we are obviously very focused on the efficiency of how we're running the company and the discipline we're bringing to that, which is why you're seeing the share count come down so dramatically since John and I started focusing on this a bit over a year ago and all the capital planning that we've announced. But I agree it's a little confusing to see comp expense, see equity compensation expense up and share count down so much. It's a little hard to reconcile that and keep an eye on the share count.

I would now like to hand the conference back over to Daniel Harris for closing remarks.

Yes. Thank you for your time and attention today. If you have any follow-up questions, please reach out to Investor Relations after the call. We look forward to talking to you next quarter.

This concludes today's conference call. Thank you for your participation. You may now disconnect.