Carlyle Group Inc

Overview

Carlyle is a global investment firm with deep industry expertise that deploys private capital across three business

segments: Global Private Equity, Global Credit and Global Investment Solutions. Our teams invest across a range of strategies

that leverage our deep industry expertise, local insights, and global resources to deliver attractive returns throughout an

investment cycle. Since our firm was founded in Washington, D.C. in 1987, we have grown to manage$426 billion in AUM as

of December 31, 2023. Our experienced and diverse team of more than 2,200 employees includes more than 720 investment

professionals in 28 offices across four continents, and we serve more than 3,000 active carry fund investors from 87 countries.

We seek to invest with a clarity of purpose, adaptability, and alignment between our interests and the interests of our

fund investors, shareholders, and other stakeholders.

Operational and strategic highlights for our firm for 2023 include:

•In order to continue to enhance stakeholder alignment, weupdated our employee compensation program to

increase the proportion of our performance allocations used to compensate our employees, effective

December 31, 2023. Under the realigned program, we expect to allocate a range of 60% to 70% of

performance allocations and incentive fees to our employees, up from a range of generally 45% to 50% prior

to December 31,2023. We expect FRE to increase and the portion of realized performance revenues retained

by the Company to decrease beginning in 2024.

•Assets under management grew 14% to$426 billion as of December 31, 2023 from$373 billion as of

December 31, 2022, and fee-earning assets under management increased 15% to$307 billion, driven by

inflows of $24 billion from Fortitude’s transaction with Lincoln Financial Group as well as total fundraising

of$37.1 billion. Perpetual Capital products now comprise$89 billion, or 29%, of our fee-earning assets under

management.

•We invested$19.8 billion in our carry funds during 2023 and realized proceeds of$20.6 billion for our carry

fund investors.

•We appointed several new leaders to our executive team in 2023 to develop and implement Carlyle’s strategy

for driving long-term growth and to position the firm for the future, including, among others, our Head of

Wealth Strategy, our Chief Information Officer and Head of Technology Transformation, and our Global

Head of Distribution.

•We remained focused on the professional development and the health and well-being of our employees in

2023. We continued to roll out several leadership development programs and implemented a well-being

strategy focused on enabling employees to foster emotional, physical, financial, environmental, and social

well-being.

•During 2023, with feedback received from employee surveys, we continued to reimagine our processes, office

environment, and business operations.

•We continued to significantly enhance our Sustainability and Diversity, Equity, and Inclusion (“DEI”) efforts:

◦We are a signatory of the United Nations-backed Principles for Responsible Investment and remain

involved with several important industry initiatives in the field, including, among others, the

Environmental, Social, and Governance (“ESG”) Data Convergence Initiative, the International

Sustainability Standards Board Investor Advisory Group (IIAG), the Alternative Investment

Management Association (AIMA) Global Responsible Investment Steering Committee, and the One

Planet Private Equity Funds Initiative.

◦We continued to deepen the integration of Sustainability and ESG within our investment teams and

portfolio companies, with ESG assessments included in most Carlyle investment decisions using

proprietary due diligence tools in our Global Private Equity, Global Credit, and Global Investment

Solutions segments.

◦We invested in enhancing DEI through our third year of the DEI Incentive Awards program, where

we granted approximately $2 million in awards to 64 employees from around the globe who made an

impact on DEI at Carlyle.

◦We continued the DEI Leadership Network, a coalition of portfolio company CEOs around the globe

to develop a peer group for shared resources and insights that can help advance DEI within their

respective companies.

▪Operational and strategic highlights for our three global business segments for 2023 include:

Global Private Equity (“GPE”):

◦During 2023, GPE invested$8.6 billion across the segment, including$6.1 billion in the Americas, $2.0

billion in Europe, and $0.4 billion in Asia.

◦Our GPE funds realized proceeds of$13.5 billion for our GPE carry fund investors in 2023, across a mix

of trade-sales, public market block trades, recapitalizations, and dividends.

◦During 2023, we raised$8.7 billion in new capital commitments for our GPE funds, which included the

launch of our sixth Asia buyout fund (“CAP VI”) and our fifth Japan buyout fund (“CJP V”).

Global Credit (“GC”):

◦In total, we raised$15.7 billion in new capital commitments to our Global Credit products during 2023,

and increased overall AUM to$187.8 billion, reflecting fundraising as well as the inflows related to the

Fortitude Lincoln transaction. Carlyle Tactical Private Credit Fund (“CTAC”), our closed-end interval

fund, which invests across the entire Global Credit platform, had a record fundraise of $1.3 billion in

2023, contributing to a 64% increase in CTAC’s total AUM to $3.3 billion at December 31, 2023.

◦In our CLO business, we closed$2.2 billion of new CLOs in the U.S. We have $49.3 billion of total

AUM across our U.S. and Europe CLOs at December 31, 2023, as well as $1.9 billion of total AUM

across our middle market CLOs.

Global Investment Solutions (“GIS”):

◦During 2023, we raised $12.8 billion in capital commitments, including the launch of our newest vintage

co-investments and secondaries and portfolio finance funds, including over $3.5 billion in capital

commitments to separately managed accounts. We deployed$7.8 billion in investments across our

Global Investment Solutions platform and we realized proceeds of$5.0 billion for our Global Investment

Solutions investors.

Business Segments

We operate our business across three segments: (1) Global Private Equity, (2) Global Credit and (3) Global Investment

Solutions. 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.”

Our GPE segment advises our buyout, growth, real estate, infrastructure and natural resources funds. Across our GPE

funds, as of December 31, 2023, we had investments in more than 300 active portfolio companies that employ nearly 1.5

million people around the world. Our GPE teams have the following areas of focus:

Corporate Private Equity. Our corporate private equity teams advise a diverse group of funds that invest in

transactions that focus either on a particular geography or strategy. Our buyout funds focus on corporate buyouts and strategic

minority investments. The investment mandate for our growth capital funds is to seek out companies with the potential for

disruptive growth. Our core strategy seeks longer duration private equity opportunities, targeting stable businesses with

sustainable market leadership, which have opportunities for operational improvement. Our corporate private equity funds are

advised by teams of local professionals who live and work in the markets where they invest. In 2023, we invested$3.7 billion

in new and follow-on investments through our corporate private equity funds. As of December 31, 2023, our corporate private

equity funds had, in the aggregate, $108.1 billion in AUM.

Real Estate. Our real estate team advises real estate funds that invest in the U.S. and Europe, with a focus on a broad

range of opportunities including residential properties, senior living facilities, industrial properties, and self-storage properties,

but have limited our exposure to office buildings, hotels and retail properties. 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 citiesor metropolitan statistical areas around the world from inception through December 31, 2023. As of

December 31, 2023, our real estate funds managed, in the aggregate, $27.8 billion in AUM.

Infrastructure & Natural Resources. Our active infrastructure and natural resources funds focus on infrastructure and

energy investing. Our infrastructure business is comprised of teams that invest in six primary sectors: renewables, energy

infrastructure, water and waste, transportation, digital infrastructure, and power generation. Our energy activities focus on

buyouts, growth capital investments and strategic joint ventures in the midstream, upstream, downstream, energy and oilfield

services sectors around the world. Our international energy investment team focuses on investments across the energy value

chain outside of North America. We conduct our North American energy investing through our strategic investment in NGP, a

Texas-based energy investor. As of December 31, 2023, we managed$25.4 billion in AUM through our infrastructure and

natural resources funds.

The following table presents certain data about our Global Private Equity segment as of December 31, 2023 (dollar

amounts in billions).

(1)Total AUM includes NGP, which advises eight funds with$11.2 billion in AUM as of December 31, 2023. 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.

(3)Active GPE funds includes eight NGP Carry Funds advised by NGP. We do not control NGP, and we do not serve as an investment

adviser to the NGP funds.

Our Global Credit segment, which had$187.8 billion in assets under management as of December 31, 2023, advises

products that pursue investment strategies across the credit spectrum, including: liquid credit, private credit, and real assets

credit, as well as platform initiatives such as Carlyle Tactical Private Credit Fund (“CTAC”) and Credit Strategic Solutions.

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. Since the establishment of

Global Credit in 1999, these various capital sources have provided the opportunity for Carlyle to offer highly customizable and

creative financing solutions to borrowers to meet their specific capital needs. Carlyle draws on the expertise and underwriting

capabilities of our 205 investment professionals and leverages the resources and industry expertise of Carlyle’s global network

to provide creative solutions for borrowers.

Primary areas of focus for our Global Credit platform include:

Liquid Credit

•Loans and Structured Credit. Our structured credit funds invest primarily in performing senior secured bank loans

through CLOs and other investment vehicles. In 2023, we closed five new U.S. CLOs with an aggregate size of

$2.2 billion. As of December 31, 2023, our loans and structured credit team advised structured credit funds

totaling$53.2 billion in AUM.

Private Credit

•Direct Lending. Our direct lending business includes our business development companies (“BDCs”) that invest

primarily in middle market first-lien loans (which include unitranche, “first out” and “last out” loans) and second-

lien loans of middle-market companies, typically defined as companies with annual EBITDA ranging from $25

million to $100 million, that lack access to the broadly syndicated loan and bond markets. As of December 31,

2023, our direct lending investment team advised AUM totaling$9.6 billion.

•Opportunistic Credit. Our opportunistic credit team invests primarily in highly-structured and privately-negotiated

capital solutions supporting corporate borrowers through secured loans, senior subordinated debt, mezzanine debt,

convertible notes, and other debt-like instruments, as well as preferred and common equity. The team will also

look to invest in special situations (i.e., event-driven opportunities that exhibit hybrid credit and equity features) as

well as market dislocations (i.e., primary and secondary market investments in liquid debt instruments that arise as

a result of temporary market volatility). In certain investments, our funds may seek to restructure pre-

reorganization debt claims into controlling positions in the equity of the reorganized companies. As of

December 31, 2023, our opportunistic credit team advised products totaling $15.8 billion in AUM.

Real Assets Credit

•Aircraft Finance. 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. 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”). As of December 31, 2023, our infrastructure debt team managed

$3.9 billion in AUM.

Platform Initiatives

•Cross-Platform Credit Products. Our platform initiatives include CTAC, our closed-end interval fund that invests

across Carlyle’s entire credit platform, as well as cross-platform separately managed accounts that are tailored to

invest across Carlyle’s credit platform based on the specific investment needs of individual investors. These

products also include structured solutions that focus on private, primarily investment-grade investments, backed

by assets with contractual cash flows. As of December 31, 2023, the Global Credit platform initiatives represented

$5.4 billion in AUM.

•Credit Strategic Solutions. 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.

CSS combines Carlyle’s long-standing history in structured credit, private asset underwriting expertise, and

capital markets capabilities, to deliver tailored asset-focused financing solutions across the entire debt and equity

capital structure. As of December 31, 2023, CSS represented$6.4 billion in AUM.

Insurance Solutions

•Carlyle Insurance Solutions (“CIS”) combines our deep insurance expertise with portfolio construction

capabilities, capital sourcing and asset origination strengths to provide comprehensive liability funding and

reinsurance, asset management and advisory solutions for (re)insurance companies and fund investors. The CIS

team oversees the investment in Fortitude, as well as the strategic advisory services agreement with certain

subsidiaries of Fortitude. As of December 31, 2023, AUM related to capital raised from third-party investors to

acquire a controlling interest in Fortitude was$5.9 billion. As of December 31, 2023, AUM related to the strategic

advisory services agreement was $74.7 billion, which has increased more than 50% since signing the agreement in

April 2022. This balance includes the net asset value of investments in Carlyle products, which is also reflected in

the AUM and Fee-earning AUM of the strategy in which they are invested. Fortitude and certain Fortitude

reinsurance counterparties have committed approximately$17.5 billion of capital to-date to various Carlyle

strategies.

Global Capital Markets

•Carlyle Global Capital Markets (“GCM”) is a loan syndication and capital markets business that launched in 2018.

The primary focus of GCM is to arrange, place, underwrite, originate and syndicate loans and underwrite

securities of third parties and Carlyle portfolio companies through TCG Capital Markets and TCG Senior

Funding. TCG Capital Markets is a FINRA registered broker dealer. GCM may also act as the initial purchaser of

such loans and securities. GCM receives fees, including underwriting, placement, structuring, transaction and

syndication fees, commissions, underwriting and original issue discounts, interest payments and other

compensation, which may be payable in cash or securities or loans, in respect of the activities described above and

may elect to waive such fees.

The following table presents certain data about our Global Credit segment as of December 31, 2023 (dollar amounts in

billions).

Our Global Investment Solutions segment, established in 2011, provides comprehensive investment opportunities and

resources for our investors and clients to build private equity portfolios through fund of funds, secondary purchases or

financings of existing portfolios and managed co-investment programs. Beginning in 2023, investors can also invest across our

platform through Carlyle AlpInvest Private Markets Fund (“CAPM”), a closed-end tender offer fund. Global Investment

Solutions executes these activities through AlpInvest, one of the world’s largest investors in private equity.

The primary areas of focus for our Global Investment Solutions teams include:

•Private Equity Secondary and Portfolio Finance Investments. Funds managed by AlpInvest build an investment

portfolio of private equity owned assets through the acquisition of limited partnership interests in the secondary

market and other types of transactions such as fund recapitalizations, portfolio restructurings and spin-outs, and

portfolio financings. Private equity investors who desire to sell or restructure their pre-existing investment

commitments to a fund may negotiate to sell the fund interests to AlpInvest. In this manner, AlpInvest’s secondary

and portfolio finance investments team provides the full range of liquidity and restructuring solutions from debt to

equity for third-party private equity investors. 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. 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. Our fund of funds vehicles advised by AlpInvest make investment commitments

directly to buyout, growth capital, venture and other alternative asset funds advised by other general partners. As

of December 31, 2023, AlpInvest advised$25.8 billion in AUM in private equity fund investments.

The following table presents certain data about our Global Investment Solutions segment as of December 31, 2023

(dollar amounts in billions).

Investment Approach

The investment approach of our GPE teams is generally characterized as follows:

•Consistent and Disciplined Investment Process. We believe our successful investment track record is the result, in

part, of a consistent and disciplined application of our investment process. Investment opportunities for our GPE

funds are initially sourced and evaluated by one or more of our deal teams. 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. The due diligence and transaction review process places a special emphasis on, as appropriate and

among other considerations, the reputation of a target company’s shareholders and management, the company’s or

asset’s size and sensitivity of cash flow generation, the business sector and competitive risks, the portfolio fit, exit

risks and other key factors specific to a particular investment. In evaluating each deal, we consider what expertise

or experience we can bring to the transaction to enhance value for our investors. Each investment opportunity

must secure approval from the investment committee of the applicable investment fund to move forward. To help

ensure consistency, we utilize a standard investment committee process across our GPE funds, although NGP

follows its own policies and procedures with respect to its advised funds. The investment committee approval

process involves a detailed review of the transaction and investment thesis, business, risk factors and diligence

issues, as well as financial models.

•Distinctive Portfolio Construction Principles. We seek to proactively manage the construction of our portfolios

through deliberate and thoughtful diversification across industries, geographies and cycles, and to avoid certain

assets facing economic or industry headwinds. For example, our real estate portfolios have relatively little current

exposure to commercial office properties, business hotels and retail properties.

•Geographic- and Industry-Focused. We have developed a global network of local investment teams and have

adopted an industry-focused approach to investing. Our extensive network of global investment professionals has

the knowledge, experience and relationships on a local level that allows them to identify and take advantage of

opportunities that may be unavailable to firms that do not have our global reach and resources. We believe that our

global platform helps enhance all stages of the investment process, including by facilitating faster and more

effective diligence, a deeper understanding of global industry trends and priority access to the capital markets. We

have particular industry expertise in aerospace and government services, consumer, media and retail, financial

services, healthcare, industrials, technology, real estate, natural resources and infrastructure. As a result, we

believe that our in-depth knowledge of specific industries improves our ability to source and create transactions,

conduct effective and more informed due diligence, develop strong relationships with management teams and use

contacts and relationships within these industries to drive value creation.

•Variable Deal Sizes and Creative Structures. We believe that having the resources to complete investments of

varying sizes provides us with the ability to enhance investment returns while providing for prudent industry,

geographic and size diversification. Our teams are staffed not only to effectively pursue large transactions, but

also other transactions of varying sizes. We often invest in smaller companies or single real estate transactions and

this has allowed us to obtain greater diversity across our entire portfolio. Additionally, we may undertake large,

strategic minority investments with certain control elements or private investment in public equity (PIPE)

transactions in large companies with a clear exit strategy. In certain jurisdictions around the world, we may make

investments with little or no debt financing and seek alternative structures to opportunistically pursue transactions.

We generally seek to obtain board representation and typically appoint our investment professionals and advisors

to represent us on the boards of the companies in which we invest. 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. Our GPE teams seek to make investments in portfolio companies and assets in which our

particular strengths and resources may be employed to their best advantage. Typically, as part of a GPE

investment, our investment teams will prepare and execute a systematic value creation plan that is developed

during a thorough due diligence effort and draws on the deep resources available across our global platform,

specifically relying on:

◦Reach. Our global team and global presence enables us to support international expansion of our operating

companies’ efforts and global supply chain initiatives.

◦Expertise. Our deep bench of investment professionals and industry specialists provide extensive sector-

specific knowledge and local market expertise. Our investment teams benefit from best-in-class support

services and infrastructure provided through the global Carlyle organization. Carlyle’s overall infrastructure

and support services cover the full range of administrative functions, including fund management, accounting,

legal and compliance, human resources, information technology, tax, and external affairs. Additionally, where

appropriate we may seek to partner with third parties whose sector or market expertise may enhance our value

creation in an investment. For example, in our U.S. real estate funds we may partner with joint venture

partners or managers with significant operational expertise and/or deal sourcing capabilities.

◦Insights. To supplement our investment expertise, we have retained a group of 45 operating executives and

advisors as independent consultants to work with our investment teams, provide board-level governance and

support and advise our portfolio companies. These operating executives and advisors are typically former

CEOs and other high-level executives of some of the world’s most successful corporations and currently sit

on the boards of directors of a diverse mix of companies. Operating executives and advisors are independent

consultants and are not Carlyle employees. Operating executives and advisors are often engaged by Carlyle

primarily to assist with deal sourcing, due diligence and market intelligence. Operating executives and

advisors may also be engaged and compensated by our portfolio companies as directors or to otherwise advise

portfolio company management.

◦Data. The goal of our research function is to extract as much information as possible from our portfolio about

the current state of the economy and its likely evolution over the near-to-medium term. 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). By evaluating this data on a systematic basis, we

work to identify the data with the highest correlation with macroeconomic data and map observed movements

in the portfolio to anticipated variation in the economy, including changes in growth rates across industries

and geographies. We incorporate this proprietary data into our investment portfolio management strategy and

exit decisions on an ongoing basis. We believe this robust data gives us an advantage over our peers who do

not have as large of a global reach. 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. These tools allow our deal teams to operate more efficiently by

democratizing access to data analysis and automating more routine tasks allowing teams more time to focus

on the key issues and drive greater investment insights.

◦Talent and Organization Performance. 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. In determining when to exit an investment, our investment teams consider

whether a portfolio company or asset has achieved its objectives, the financial returns (both gross MOIC and

net IRR) and the appropriate timing in industry cycles and company or asset development to strive for the

optimal value. Each fund’s investment committee approves all exit decisions.

◦Value Creation. Our Global Portfolio Solutions team helps to translate our collaborative culture into services

and operational capabilities supporting our investment process and portfolio companies and assets. Our

approach ensures that Carlyle’s global network, deep industry knowledge and operational expertise are used

to support and enhance our investments.

▪Information Technology Resources. We have established an information technology capability that

contributes to due diligence, portfolio company strategy and portfolio company operations. The

capability includes dedicated information technology and business process resources, including

assistance with portfolio company risk assessments and enhanced deal analytics.

▪Digital. Given the increasing importance of digital tools and resources across the global economy,

we have established a dedicated group focused exclusively on identifying, developing and

implementing digital transformation strategies to help drive growth, unlock value, and drive

efficiencies across our portfolio companies.

▪Procurement. We have developed a leveraged purchasing effort to provide portfolio companies with

effective sourcing programs with better pricing and service levels to help create operating value.

This program seeks to drive down costs and provide better service on common indirect spend

categories and disseminate best practices on managing functional spend in the areas of human capital

management, employee benefits, corporate real estate, information technology and treasury and risk.

As of December 31, 2023, over 150 portfolio companies are actively participating in the optional

program, benefiting from more than 100 category arrangements and preferred vendor arrangements.

▪Sustainability. We are committed to the principle that building a better business means investing

responsibly and engaging in the communities where we work and invest. As a responsible global

organization dedicated to driving value by seeking to serve its stakeholders, Carlyle has made it a

priority to invest in a framework and the necessary resources for understanding, monitoring, and

managing Sustainability and ESG-related risks and opportunities across our portfolio. We believe

that Sustainability and ESG provide an additional lens to help us assess and mitigate risks and

identify and capitalize on potential opportunities.

The investment approach of our Global Credit platform is generally characterized as follows:

•Source Investment Opportunities. Our Global Credit team sources investment opportunities from both the primary

and secondary markets through our global network and strong relationships with the financial community. We

typically target portfolio companies that have a demonstrated track record of profitability, market leadership in

their respective niche, predictable cash flow, a definable competitive advantage and products or services that are

value-added to their customer base.

•Conduct Fundamental Due Diligence and Perform Capital Structure Analyses. After an opportunity is identified,

our Global Credit investment professionals conduct fundamental due diligence to determine the relative value of

the potential investment and capital structure analyses to determine credit worthiness. Our due diligence approach

typically incorporates meetings with management, company facility visits, discussions with industry analysts and

consultants and an in-depth examination of financial results and projections. In conducting due diligence, our

Global Credit team employs an integrated, cross-platform approach with industry-dedicated credit research

analysts and non-investment grade expertise across the capital structure. 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. We utilize a proprietary ESG materiality assessment tool across our Global Credit

platform to help our investment professionals efficiently understand a company’s or asset’s exposure to material

ESG risks as part of the due diligence process.

•Evaluation of Macroeconomic Factors. Our Global Credit team evaluates technical factors such as supply and

demand, the market’s expectations surrounding a company and the existence of short- and long-term value

creation or destruction catalysts. Inherent in all stages of credit evaluation is a determination of the likelihood of

potential catalysts emerging, such as corporate reorganizations, recapitalizations, asset sales, changes in a

company’s liquidity and mergers and acquisitions.

•Risk Minimization. Our Global Credit team seeks to make investments in companies that are well-positioned to

weather downturns and/or below-plan performance. The team works to structure investments with strong financial

covenants, frequent reporting requirements and board representation, if possible. Through board representation or

observation rights, our Global Credit team works to provide a consultative, interactive approach to equity sponsors

and management partners as part of the overall portfolio management process. 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.

Our Global Investment Solutions team aims to apply a wide array of capabilities to help clients meet their investment

objectives. The investment approach of our Global Investment Solutions platform is generally characterized as follows:

•Well-Informed, Disciplined Investment Process. We follow a disciplined, highly-selective investment process and

seek to achieve diversification by deploying capital across economic cycles, segments and investment styles. Our

integrated and collaborative culture across our strategies, reinforced by investment in information technology

solutions, provides deep insight into fund manager portfolios and operations to support our rigorous selection

process.

•Proactive Sourcing. AlpInvest’s extensive network of private equity managers across the globe positions us to

identify investment opportunities that may be unavailable to other investors. Our investment strategy is defined by

a strong belief that the most attractive opportunities are found in areas that are subject to fewer competitive

pressures. As a result, our teams actively seek out proprietary investments that would otherwise be difficult for our

investors to access alone.

•Global Scale and Presence. Our scale and on-the-ground presence across three continents—Asia, Europe and

North America—give us a distinct and comprehensive perspective on the private equity markets. Our stable,

dedicated, and experienced teams have deep knowledge of their respective markets across the globe. We believe

this enhances our visibility across the global investment market and provides detailed local information that

enhances our investment evaluation process.

Our Global Investment Offerings

The following table provides a breakout of the product offerings and related acronyms included in our total assets

under management of$426 billion as of December 31, 2023 for each of our three global business segments (in billions):

Note: All amounts shown represent total assets under management as of December 31, 2023, and totals may not sum due to rounding. In

addition, certain carry funds included herein may not be included in fund performance if they have not made an initial capital call or

commenced investment activity.

(1)Global Private Equity also includes assets under management in funds which we jointly advise with Riverstone Holdings L.L.C. (the

“Legacy Energy funds”). The impact of these funds is no longer significant to our results of operations.

(2)Includes our Financial Services (CGFSP), Sub-Saharan Africa Buyout (CSSAF), South America Buyout (CSABF), Peru Buyout (CPF),

MENA Buyout and Ireland Buyout (CICF) funds, as well as platform accounts which invest across Corporate Private Equity strategies.

(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).

(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).

(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. Our common stockholders are entitled to one vote per share and to

vote on all matters on which stockholders of a corporation are generally entitled to vote on under Delaware General Corporation

Law (“DGCL”), including the election of our Board of Directors.

In connection with the Conversion, senior Carlyle professionals and certain of the other former limited partners of

Carlyle Holdings who became holders of shares of common stock in connection with the Conversion were generally required to

grant an irrevocable proxy to Carlyle Group Management L.L.C., which is wholly owned by our founders and other senior

Carlyle professionals. 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. 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 in-house investor relations group that strives to cultivate long-term, strategic partnerships with

our limited partners. Our team combines strong segment sales with firm-level strategy and coordination to bring the best of

Carlyle to our limited partners. Each segment team consists of a combination of geographically focused professionals and

dedicated product specialists who collaborate to deliver on investor needs. Segment teams are supported by a central staff

responsible for data analytics and additional fulfillment responsibilities. In addition, our Carlyle Private Wealth team is

dedicated to fundraising in the private wealth channel globally and is organized regionally within each of its three constituent

segments: Family Wealth, Wealth Management, and National Accounts.

Our Investor Relations professionals are in regular dialogue with our fund investors, enabling us to monitor investor

preferences and tailor future fund offerings to meet investor demand. We seek to secure a first-mover advantage with key

investors, often by establishing a local presence and providing a broad and diverse range of investment opportunities. In

addition, we continually endeavor to expand our partnerships by sharing our insights and perspectives on the market and

investment environment, as well as discussing how we can help investors achieve their objectives. 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.

As of December 31, 2023, approximately 94% of commitments (by dollar amount) were from investors who are

committed to more than one product and approximately 78% of commitments (by dollar amount) were from investors who are

committed to more than five products. 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. The investor services group performs a range of

functions to support our investment teams, LP relations group and the corporate infrastructure of Carlyle. Our investor services

professionals provide an important control function, ensuring that transactions are structured pursuant to the partnership

agreements, assisting in global regulatory compliance requirements, and investor reporting to enable investors to easily monitor

the performance of their investments. We have devoted substantial resources to creating comprehensive and timely investor

reports, which are increasingly important to our investor base. The investor services group also works closely with the

investment teams throughout each fund’s lifecycle, from fund formation and investments to portfolio monitoring and fund

liquidation. We maintain an internal global legal and compliance team, which includes 44 professionals and a government

relations group of 6 professionals with a presence around the globe as of December 31, 2023.

Structure and Operation of Our Investment Funds

We conduct the sponsorship and management of our carry funds and other investment vehicles primarily through

limited partnerships, which are organized by us, to accept commitments and/or funds for investment from institutional investors

and high net worth individuals. In general, each investment fund that is a limited partnership, or “partnership” fund, has a

general partner that is responsible for the management and operation of the fund’s affairs and makes all policy and investment

decisions relating to the conduct of the investment fund’s business. Generally, the limited partners of such funds take no part in

the conduct or control of the business of such funds, have no right or authority to act for or bind such funds, and have no

influence over the voting or disposition of the securities or other assets held by such funds, although such limited partners may

vote on certain partnership matters including the removal of the general partner or early liquidation of the partnership by

majority vote, as discussed below. 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. In the case of certain separately managed accounts advised by us, the investor, rather than us, may

control the asset or the investment decisions related thereto or certain investment vehicles or entities that hold or have custody

of such assets.

Each investment fund and in the case of our separately managed accounts, the client, engages an investment adviser.

Carlyle Investment Management L.L.C. (“CIM”) or one of its subsidiaries or affiliates serves as an investment adviser for most

of our carry funds and is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Carlyle

Global Credit Investment Management L.L.C. (“CGCIM”) is an affiliate of CIM and serves as investment adviser for most of

our Global Credit carry funds, as well as two of our BDCs. CGCIM also serves as an investment adviser for Carlyle Credit

Income Fund (“CCIF”) and CTAC, which are registered investment funds under the Advisers Act. In addition, AlpInvest

Partners B.V. and its affiliates serve as investment adviser for most of our Global Investment Solutions funds and vehicles. Our

investment advisers are generally entitled to a management fee from each investment fund for which they serve as investment

advisers. For a discussion of the management fees to which our investment advisers are entitled across our various types of

investment funds, see “Incentive Arrangements / Fee Structure” below.

Investment funds themselves typically do not register as investment companies under the Investment Company Act of

1940, as amended (the “1940 Act” or the “Investment Company Act”), in reliance on Section 3(c) or Section 7(d) thereof.

Section 3(c)(7) of the 1940 Act exempts from the 1940 Act’s registration requirements investment funds whose securities, at

the time of acquisition of such securities, are owned by “qualified purchasers” as defined under the 1940 Act who purchase

their interests in a private placement. Section 3(c)(1) of the 1940 Act exempts from the 1940 Act’s registration requirements

privately placed investment funds whose securities are beneficially owned by not more than 100 persons and who purchase

their interests in a private placement. In addition, under certain current interpretations of the U.S. 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. Certain of our investment funds, however, rely on other exemptions from the

1940 Act or register as investment companies under the 1940 Act or elect to be regulated as BDCs under the 1940 Act.

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. In addition, the

governing agreements of many of our investment funds generally require investors in those funds to affirmatively vote to

continue the commitment period in the event that certain “key persons” in our investment funds do not provide the specified

time commitment to the fund or our firm ceases to control the general partner (or similar managing entity) or the investment

adviser or ceases to hold a specified percentage of the economic interests in the general partner (any such events, a “Key Person

Event”).

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. Furthermore, the governing agreement of each investment

vehicle contains restrictions on an investor’s ability to transfer its interest in the fund. In the funds we advise that offer

redemption rights, investors’ interests are usually locked up for a period of time after which investors may generally redeem

their interests on a quarterly basis, to the extent that sufficient cash is available.

With respect to our closed-end Global Private Equity and Global Credit carry funds, investors generally agree to fund

their commitment over a period of time. For such carry funds, the commitment period generally runs until the earliest of (i) the

sixth anniversary of either the effective date (as defined in the applicable limited partnership agreement), or the initial closing

date; (ii) the fifth anniversary of the final closing date of the fund; (iii) the date the general partner cancels the investors’

obligation to fund capital contributions due to changes in applicable laws, business conditions or when at least a significant

portion (which may range between 75% and 90%) of the capital commitments to the fund have been invested, committed or

reserved for investments; (iv) the date a supermajority in interest (based on capital commitments) of investors vote to terminate

the commitment period; or (v) the occurrence of a Key Person Event, unless upon any of these events the investors vote to

continue the commitment period. Following the termination of the commitment period, an investor generally will be released

from any further obligation with respect to its undrawn capital commitment except to the extent necessary to pay partnership

expenses and management fees, fund outstanding borrowings and guarantees, complete investments with respect to transactions

committed to prior to the end of the commitment period and make follow-on investments in existing investments (collectively,

the “post-termination obligations”). Generally, an investor’s obligation to fund follow-on investments continues following the

end of the commitment period, although certain funds have a limit on when and how much the fund is permitted to fund for

such follow-on investments. In those funds where such limitations exist, they generally range from 15% to 20% of the fund’s

aggregate capital commitment.

For the latest generation of our closed-end real estate funds, the length of the commitment period varies from fund to

fund, typically running for a period of between four and five years from the final closing date, provided that the general partner

may unilaterally extend such expiration date for one year and may extend it for another year with the consent of a majority of

the limited partners for that fund. 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.

The term of each of the closed-end Global Private Equity and Global Credit carry funds generally will end 10 years

from the initial closing date or, in some cases, from the final closing date, but such termination date may be earlier in certain

circumstances (e.g., six years, in the case of certain Carlyle Aviation Partners funds and seven years, in the case of certain

Global Credit funds) or later if extended by the general partner (in many instances with the consent of a majority in interest

(based on capital commitments) of the investors or the investment advisory committee) for successive one-year periods,

typically up to a maximum of two years. Certain of such investment funds may have a longer initial termination date (such

funds, “longer-dated funds”), such as 15 years from the final closing date, or may be open-ended.

With respect to our Global Investment Solutions vehicles and separately managed accounts, other than Carlyle

AlpInvest Private Markets Fund (“CAPM”), the commitment period generally runs for a period of one to five years after the

initial closing date of the vehicle and the term of each of the funds generally will end 8 to 12 years from the initial closing date.

In some cases, the termination date may be later if extended by the general partner (in many instances with the consent of a

majority in interest (based on capital commitments) of the investors or the investment advisory committee) for successive and

up to three-year periods, or until such time as is reasonably necessary for the general partner to be able to liquidate the fund’s

assets.

Incentive Arrangements / Fee Structure

Fund Management Fees. We provide management services to funds in which we hold a general partner interest or with

which we have an investment advisory agreement. For closed-end carry funds in the Global Private Equity segment,

management fees generally range from 1.0% to 2.0% of limited partners’ capital commitments during the fund’s commitment

period. For closed-end carry funds in the Global Credit segment, management fees generally range from 1.0% to 2.0% of

limited partners’invested capital. Following the expiration or termination of the commitment period, management fees

generally are based on the lower of cost or fair value of invested capital and the rate charged may also be reduced. These terms

may vary for separately managed accounts, open-end funds, and longer-dated carry funds and other closed end funds. 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 terms of the investment advisory agreement and related agreements specify the

frequency of when management fees are called (e.g., quarterly or semi-annually) and whether they are called in advance or in

arrears.

Within the Global Credit segment, for CLOs and other structured products, management fees generally range from

0.4% to 0.5% based on the total par amount of assets or the aggregate principal amount of the notes in the CLO and are due

quarterly. Management fees for the CLOs and other structured products are governed by indentures and collateral management

agreements. The investment advisers will receive management fees for the CLOs until redemption of the securities issued by

the CLOs. Management fees for the BDCs are due quarterly in arrears at annual rates that range from 1.0% of net asset value

(as adjusted for capital called, dividends reinvested, distributions paid, and issuer share repurchases made) to 1.5% of gross

assets (excluding cash and cash equivalents). 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. Carlyle Aviation Partners’ funds have

varying management fee arrangements depending on the strategy of the particular fund. Under the strategic advisory services

agreement with Fortitude, the Company earns a recurring management fee based on Fortitude’s general account assets, which

adjusts within an agreed range based on Fortitude’s overall profitability and which is due quarterly in arrears. Managed

accounts across the Global Credit segment have varying management fee arrangements depending on the strategy of the

particular account.

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. Following the expiration of the commitment fee period, the management fees

generally range from 0.25% to 1.5% on (i) net invested capital; (ii) the lower of cost or net asset value of the capital invested; or

(iii) the net asset value for unrealized investments. Management fees are charged for the entire duration of the applicable Global

Investment Solutions carry funds based on (i) net invested capital of, (ii) net asset value of, plus unfunded commitments to, or

(iii) net invested capital of, plus unfunded commitments to, the underlying investments. The management fees we receive from

our Global Investment Solutions carry fund vehicles typically are payable quarterly in advance. The investment adviser to

CAPM is entitled to receive a monthly management fee equal to 1.25% on an annualized basis of the fund’s net asset value as

of the last day of the month.

Our equity interest in NGP entitles us to an allocation of income equal to 55% of the management fee related revenues

of the NGP entities that serve as advisors to the NGP Energy Funds.

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 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 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 management fees charged to investors in our

carry funds are generally 100% of the allocable portions of such transaction fees, monitoring fees, and certain other fees that are

received by the general partners and their affiliates. For our most recent vintages, management fees are generally not offset by

fees received by Carlyle Global Capital Markets (“GCM”) in connection with capital markets activities.

In addition, Carlyle Aviation Partners may receive servicing fees in connection with asset-backed financing

transactions for certain Carlyle Aviation Partners funds, generally in the range of 2% of rents, incentive fees up to 5% of rents

in the aggregate, and 3% of sales proceeds earned from such assets. 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. 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. Net realized profit or loss is not netted between or among funds. Our

senior Carlyle professionals and other personnel who work in these operations also own interests in the general partners of our

carry funds in order to better align their interests with our own and with those of the investors in the funds, and such certain

other personnel participate in a commingled carried interest pool program. Historically, we allocated a range of generally 45%

to 50% of any carried interest that we earned to those individuals and our carried interest pool program. Effective December 31,

2023, in the future we expect to allocate approximately 60% to 70% of performance allocations and incentive fees to our

personnel.

For most carry funds, the carried interest is subject to an annual preferred return of 7% to 9% and return of certain fund

costs (generally subject to catch-up provisions as set forth in the fund limited partnership agreement). These terms may vary on

longer-dated funds, certain credit funds, and our external co-investment vehicles. 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. 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. Each recipient of carried interest distributions is individually responsible for his or her proportionate share of

any “giveback” obligation, and we have historically withheld a portion of the cash from carried interest distributions to

individuals as security for potential “giveback” obligations. However, we may guarantee the full amount of such “giveback”

obligation in respect of amounts received by Carlyle and certain other amounts. With respect to the portion of any carried

interest allocated to the firm, we expect to fund any “giveback” obligation from available cash. Our ability to generate carried

interest is an important element of our business and carried interest has historically accounted for a significant portion of our

income.

The receipt of carried interest in respect of investments of our carry funds is dictated by the terms of the partnership

agreements that govern such funds, which generally allow for carried interest distributions in respect of an investment upon a

realization event after satisfaction of obligations relating to the return of capital from all realized investments, any realized

losses, allocable fees and expenses, and the applicable annual preferred return. 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. Distributions to eligible senior Carlyle professionals in

respect of such carried interest are generally made shortly thereafter. Our decision to collect carry considers such factors as the

level of embedded valuation gains, the portion of the fund invested, the portion of the fund returned to investors, and the length

of time the fund has been in carry, as well as other qualitative measures. 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. 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.

With respect to our separately managed accounts, BDCs, CCIF, CAPM, and CTAC, carried interest is generally

referred to as an “Incentive Fee.” Incentive Fees consist of performance-based incentive arrangements pursuant to management

contracts when the return on assets under management exceeds certain benchmark returns or other performance targets.

Incentive Fees are recognized when the performance benchmark has been achieved.

Under our arrangements with the historical owners of Carlyle Aviation Partners, we are entitled to 100% of the

management fee related revenues and advisory fee related revenues of Carlyle Aviation Partners that serve as advisers or

service providers of the Carlyle Aviation Partners funds and portfolios of investments.

With respect to our arrangements with NGP, we are entitled to an allocation of income equal to 47.5% of the carried

interest received by the general partners of certain current and future NGP Carry Funds. Pursuant to the updated employee

compensation program effective December 31, 2023, we expect to allocate approximately 60% to 70% of performance

allocations and incentive fees received under these arrangements to our employees.

Under our arrangements with the historical owners and management team of AlpInvest, we generally do not retain any

carried interest in respect of the historical investments and commitments to our fund of funds vehicles that existed as of July 1,

2011 (including any options to increase any such commitments exercised after such date). In some instances, we are entitled to

15% of the carried interest in respect of commitments from the historical owners of AlpInvest for the period between 2011 and

As noted above, in connection with raising new funds or securing additional investments in existing funds, we

negotiate terms for such funds and investments with existing and potential investors. The outcome of such negotiations could

result in our agreement to terms that are materially less favorable to us than for prior funds we have advised or funds advised by

our competitors. See Item 1A “Risk Factors—Risks Related to Our Business Operations—Risks Related to the Assets We

Manage—Our investors may negotiate to pay us lower management fees and the economic terms of our future funds may be

less favorable to us than those of our existing funds, which could adversely affect our revenues.”

Capital Invested in and Alongside Our Investment Funds

To further align our interests with those of investors in our investment funds, we have invested our own capital and

that of our senior Carlyle professionals in and alongside the investment funds we sponsor and advise. Carlyle has generally

committed to fund approximately 0.75% of the capital commitments to our future Global Private Equity and Global Credit

carry funds, although we may elect to invest additional amounts in funds focused on new investment areas. We also intend to

make investments in our Global Investment Solutions carry funds, our open-end funds, our BDCs and other 1940 Act regulated

vehicles, and our CLO vehicles. In addition, certain qualified Carlyle professionals and other qualified individuals (including

certain individuals who may not be employees of the firm but who have pre-existing business relationships with Carlyle or

industry expertise in the sector in which a particular investment fund may be investing) are permitted, subject to certain

restrictions, to invest alongside the investment funds we sponsor and advise. Fees assessed or profit allocations on such

investments by such persons may be eliminated or substantially reduced.

Minimum general partner capital commitments to our investment funds are determined separately with respect to each

investment fund. We may, from time to time, exercise our right to purchase additional interests in our investment funds that

become available in the ordinary course of their operations. See Part II, Item 7 “Management’s Discussion and Analysis of

Financial Condition and Results of Operations—Liquidity and Capital Resources” for more information regarding our

minimum general partner capital commitments to our funds. Our general partner capital commitments are funded with cash and

not with carried interest or through a management fee waiver program.

Employees

We believe that one of the strengths and principal reasons for our success is the quality and dedication of our people.

As of December 31, 2023, we employed more than 2,200 individuals, including over 720 investment professionals, located in

28 offices across four continents.

One Carlyle Culture

Our employees around the globe are united by our One Carlyle culture, which is driven by our mission to invest wisely

and create value while delivering on our strategic plan to grow, build, and perform. We seek to achieve our mission and deliver

on our strategic plan by creating a culture where employees strive to excel, deliver for the firm, challenge the status quo, and

leverage diverse perspectives. 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.

Moreover, we strive to lead by example in driving and embracing change. We foster diverse perspectives by encouraging our

employees to engage with others with candor and diversity of thought, promoting a team conscience that is inclusive and

empowering.

Diversity, Equity, and Inclusion

We are committed to growing and cultivating an environment that fosters diversity, equity, and inclusion (“DEI”) and

values the diverse perspectives, backgrounds, experiences, and geographies of our employees and other stakeholders. We seek

to promote greater diversity among our employees, enhance knowledge and understanding of key DEI issues, reward progress

on our DEI goals, and foster an environment where our employees and other stakeholders feel included and valued for their

diverse experiences and perspectives. We strive to embed DEI into everything we do by leveraging our spheres of influence. As

we ignite action within Carlyle, our investments, and the business community, we are making strides in DEI in the near term

and laying the foundation for even greater impact into the future.

Carlyle. A focus on DEI efforts is embedded into the highest levels of our firm, including our Board of Directors, and

is guided by our DEI Council, comprised of members of our executive team, as well as key senior leaders across the globe. We

strive to create a workplace culture that enhances our ability to recruit, develop, and retain talent from a broad set of

backgrounds and experiences and, to this end, we have asked all of our employees to set a personal DEI objective since 2021.

Inclusive leadership is one of our core leadership competencies, and the DEI Council is involved in reviewing the promotion

process for our senior personnel. All of our employees who were nominated for promotion to a Managing Director or Partner

role during 2023 were evaluated on their inclusive leadership and management skills. To continue to enhance inclusive

decision-making, during 2023 we continued the “Better Decisions” initiative that launched in 2019, which provides education

and tools to build awareness of unconscious bias and to mitigate its negative effects. The majority of our employees across all

levels have participated in in-person or virtual sessions of this program. In 2022, we launched a new workshop that helps our

people managers understand the power they have as leaders to maximize the performance of their teams. Thus far, over 200

leaders have completed a “Power” session and applied practical tools and guidance to create the conditions for teams to thrive

across various divisions. In addition to these initiatives, we encourage our employees to engage with and support one another

through our global Employee Resource Groups, which include DiverseAbility, LGBTQ+, Multicultural, Veterans, Women,

Working Parents, and NextGen groups, that were formed to cultivate and retain a diverse, equitable, and inclusive workforce.

For the last three years, we have invested in enhancing DEI through the DEI Incentive Awards program, in which we

have granted approximately $2 million in awards annually to employees from around the globe who made an impact on DEI at

Carlyle by developing our people, attracting and recruiting talent, building an inclusive culture, and/or furthering board

diversity at our portfolio companies. Award recipients were nominated by their peers, reviewed by group heads, and confirmed

by the DEI Council. In 2023, 64 employees were awarded as DEI Incentive Award Changemakers. We also continued the DEI

Leadership Network, a coalition of portfolio company CEOs around the globe to develop a peer group for shared resources and

insights that can help advance DEI within their respective companies.

Business and Community. The communities we touch provide us with an opportunity to drive change. As part of

ongoing efforts to elevate DEI within our industry, Carlyle strives to improve diversity and promote an inclusive culture for

women and underrepresented professionals within the industry. Carlyle is a founding signatory to the Institutional Limited

Partners Association’s Diversity in Action initiative and has joined the Milken Institute as a strategic partner and first

underwriter for the DEI in Asset Management Program, which was created to improve recruitment, retention, and advancement

for women and persons who are Black, Indigenous, and People of Color within the asset management industry. In addition, we

have received a perfect score for six consecutive years on the Human Rights Campaign Corporate Equality Index, which

recognizes corporate efforts to support LGBTQ+ employees. Carlyle is also a member of the 30% Coalition, which works to

achieve diversity in senior leadership and the corporate boardroom. Moreover, we have partnerships with organizations such as

the 10,000 Black Interns Programme in the UK, Level 20, Out for Undergrad, and the Diversity and Inclusion in Asia Network.

Employee Engagement

Weroutinely evaluate, modify, and enhance our internal processes and technologies to increase employee engagement,

productivity, and efficiency. In this respect, we provide robust feedback training and communication campaigns to deliver real-

time feedback, as well as formal performance conversations and a streamlined performance management system. In order to

measure employee engagement, we conduct an annual engagement survey as well as other pulse surveys. We have continued to

focus on the satisfaction and wellness of our employees over the past year, and we plan to continue to use annual and pulse

surveys to evaluate our performance and guide our decision-making.

We continue to expand our employee training programs, including those focused on enhancing management and

leadership capability at all levels of the firm. Our programs focus on the development of our professionals at all levels, from the

Partner and Managing Director level to the Associate level, through our Admirals Program, Future Leaders Academy, Career

Strategies Initiative, Leadership Principles Program, Better Leaders Program, and Better Managers Program, as well as a global

mentoring program. Through these programs, we are investing in our professionals and in the future of the firm by focusing on

developing and cultivating leadership skills while providing valuable mentoring resources.

Compensation and Benefits

We believe that equitable compensation and incentive programs are critical to hiring and retaining highly qualified

people. We seek to provide a pay and benefits package that is competitive within the local marketplace for our industry to

reward and retain our employees and attract and retain talent. Compensation comprises a base salary for salaried employees and

compensation per hour for hourly employees in connection with satisfying the daily expectations of their roles. 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. 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. 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 addition, in February 2024, we awarded restricted stock units with

performance-based vesting conditions to a select number of senior Carlyle professionals that have the accountability to help us

achieve our growth objectives. These units are highly aligned with our stockholders as they only vest with share price

appreciation.

The success of our business is fundamentally connected to the well-being of our people. We are committed to their

health, safety, and wellness and seek to provide benefits that are locally relevant for our global employees. For example, our

U.S. benefits programs include health and welfare benefits (including healthcare, dental benefits, and vision benefits, among

others), retirement offerings (including employer matching contributions, subject to eligibility requirements), an Employee

Assistance Program, family and caregiver-oriented benefits, and commuting benefits, among other benefits. In addition, we

have various time-off policies for eligible employees for sick leave, vacation leave, personal days, paid holidays, and paid

parental leave. We also seek to provide strong benefits programs globally in line with local market practices.

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. These gifts supported over 230 nonprofit organizations globally. Carlyle employees also put their time and

expertise to work through volunteer activities across our offices.

Employee Wellness

We believe that a key component to investing in our employees is investing in their wellness. We focus on five pillars

of well-being for our employees: physical, environmental, emotional, social, and financial. During 2023, we provided our

employees with activities dedicated to well-being, including seminars with external wellness providers and interactive physical

activities. For the third consecutive year, during 2023 we also provided our eligible employees with an annual $750 well-being

stipend to use for personal wellness needs andwe established a firmwide week-long holiday during August 2023 to provide a

coordinated break for our employees. We have continued to engage with our employees to adapt to changing circumstances

while remaining committed to the health and safety of our employees.

Sustainability

We are committed to the principle that building a better business means investing responsibly and engaging in the

communities where we work and invest. As a responsible global organization dedicated to driving value by seeking to serve its

stakeholders, Carlyle has made it a priority to invest in a framework and the necessary resources for understanding, monitoring,

and managing Environmental, Social, and Governance (“ESG”) risks and opportunities across our portfolio. We believe ESG

integration provides an additional lens to help us assess and mitigate risks and identify and capitalize on potential opportunities.

To implement these principles into our investment process, in 2008, we developed a set of Guidelines for Responsible

Investment, which helped inform our investment practices. In December 2020, we expanded upon these guidelines through the

publication of our comprehensive ESG Policy, which outlines our approach to ESG integration, and our resourcing, scope, and

investment application and replaced our Guidelines for Responsible Investment.

We continuously have sought to strengthen our governance, resourcing, reporting, and transparency on sustainability

and ESG-related matters. In 2010, we became one of the first major private equity firms to publish an ESG report and in 2014,

we hired our first dedicated sustainability professional. Since then, we have continued to expand our team of dedicated

sustainability professionals. In 2020, we further strengthened our policies and practices around evaluating new investments for

ESG implications, establishing a senior ESG review committee to evaluate more complex ESG issues, in order to help inform

our investment analysis. Also in 2020, we published our inaugural Task Force on Climate-related Financial Disclosures (TCFD)

Report, underscoring our evolving approach to climate change, as well as published our first corporate sustainability

disclosures, utilizing Global Reporting Initiative (GRI) Standards, which provide an internationally recognized framework to

communicate sustainability and ESG matters to our various stakeholders. In 2022, we became a signatory of the United

Nations-backed Principles for Responsible Investment and remain involved with several important industry initiatives in the

field, including, among others, the ESG Data Convergence Initiative, the International Sustainability Standards Board Investor

Advisory Group (IIAG), the Alternative Investment Management Association (AIMA) Global Responsible Investment Steering

Committee, and the One Planet Private Equity Funds Initiative.

Our Board of Directors oversees our firm’s approach to sustainability given the critical importance with which we

view the topic. The Board receives regular updates on our sustainability strategy and certain investment implications, and

receives information on thematic topics, such as our approach to climate risk and opportunity and DEI. The Nominating and

Corporate Governance Committee of the Board, which takes a leadership role in shaping our corporate governance, including

our sustainability strategy, has appointed a member of the Board to serve as the sustainability lead, responsible for oversight of

the firm’s work in this area. In addition, Carlyle’s Co-Heads of Sustainability are directly responsible for our climate strategy,

with ultimate oversight from the firm’s Chief Operating Officer.

With respect to our investments, we may track certain ESG key performance indicators (KPIs) that we consider

potentially relevant as drivers of risk mitigation and/or value creation across diverse geographies and assets for our corporate

private equity and natural resources investments, including climate-related metrics. For some of our larger strategies, we

generally work with qualifying portfolio companies on collecting more tailored ESG KPIs and climate-related data such as

carbon footprints.

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. We believe our approach to sustainability may strengthen strategy, bring new ideas for operational

efficiency, and help unlock value for certain portfolio companies.

Since Carlyle was established, we have recognized the value and benefits of maintaining a business model grounded in

investment fundamentals, strong governance, and transparency. We are committed to maintaining strong internal corporate

governance processes and fiduciary functions and are subject to regulatory supervision. Carlyle professionals receive regular

and targeted training on many issues related to corporate governance and compliance, such as anti-corruption, conflicts of

interest, economic sanctions, and anti-money laundering. Our policy requires all employees to annually certify their

understanding of and compliance with key global Carlyle policies and procedures.

Global Technology & Solutions

Global Technology & Solutions, which we refer to as GTS, is essential for Carlyle to conduct investment activities,

manage internal administration activities, and connect our global enterprise. As part of our GTS strategy and governance

processes, we develop and routinely refine our technology architecture and solutions to deliver value to our investors. Our

systems, data, network, and infrastructure are monitored and administered by formal controls and risk management processes

that help protect the data and privacy of our employees, investors, and other stakeholders. In addition, our business continuity

plans are designed to allow critical business functions to continue in an orderly manner in the event of a system outage. Our

GTS team works closely with our business segment teams to maintain operational resilience through business continuity

planning and annual IT disaster recovery and incident response plan testing, which collectively support the goal of mitigating

risk were an emergency to occur.

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

Information Security Steering Committee (“ISSC”), which is chaired by our Chief Information Security Officer and composed

of senior representatives from our business, compliance, and risk management departments, monitors threats and prioritizes the

initiatives of our information security program. In addition, we seek to educate our employees on how to safeguard Carlyle’s

information assets through security awareness training focused on cyber risks, as well as simulated phishing exercises that

provide insight into the effectiveness of our security training. Employees serve an integral role in protecting Carlyle’s data and

attest to complying with various requirements both during onboarding and on an annual basis.

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.

We believe that our competition for investors is based primarily on investment performance, business relationships, the quality

of services provided to investors, reputation and brand recognition, pricing, market sentiment, and the relative attractiveness of

the particular opportunity in which a particular fund intends to invest. 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. As we continue to target high net worth investors, we also face

competition for these investors from mutual funds and investment firms that have competing retail products. We believe that

competition for investment opportunities varies across business lines, but is generally based on industry expertise and potential

for value-add, pricing, terms, and the structure of a proposed investment and certainty of execution.

We generally compete with sponsors of public and private investment funds across all of our segments. 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. This trend has been especially apparent in emerging markets, where local firms tend to have more

established relationships with the companies in which we are attempting to invest. Large institutional investors and sovereign

wealth funds increasingly have begun to develop their own in-house investment capabilities and may compete against us for

investment opportunities and greater reliance on advisory firms or in-house investment management may reduce fund of funds’

appeal to large institutional investors.

Within our GPE segment, our main competitors for investment opportunities are generally other private equity

sponsors, sovereign wealth funds, and operating companies acting as strategic acquirers, as well as real estate development

companies and other infrastructure investment business. In our Global Credit segment, our main competitors are private credit

strategies, business development companies, distressed debt funds, mezzanine funds, lessors of commercial aircraft,

infrastructure lenders, other CLO issuers, and asset-backed lenders. In our Global Investment Solutions segment, our main

competitors are other fund of funds managers and/or with advisers that are turning their business models towards discretionary

investment advisory services. As larger sovereign wealth funds and pension funds pursue direct commitments and secondary

transactions, our Global Investment Solutions funds may face increased competition for investments and coinvestment

opportunities.

Some of the entities that we compete with are substantially larger and have greater financial, technical, marketing, and

other resources and more personnel than we do. Many of our competitors also have recently raised, or are expected to raise,

significant amounts of capital and many of them have investment objectives similar to ours, which may create additional

competition for investment opportunities and investor capital. 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. In addition, some of our competitors may have higher risk tolerances, different risk assessments, or

lower return thresholds, which could allow them to consider a wider range of investments and to bid more aggressively than us

for investments. 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.

Regulatory and Compliance Matters

United States

Our businesses, as well as the financial services industry generally, are subject to extensive regulation in the United

States and elsewhere. In general, the SEC, Commodity Futures Trading Commission (the “CFTC”), and other regulators around

the globe have in recent years significantly increased their regulatory activities with respect to global investment firms.

Certain of our subsidiaries are registered as investment advisers with the SEC. Registered investment advisers are

subject to the requirements and regulations of the Advisers Act. Such requirements relate to, among other things, fiduciary

duties to advisory clients, maintaining an effective compliance program, solicitation agreements, conflicts of interest,

recordkeeping and reporting requirements, disclosure requirements, limitations on agency cross and principal transactions

between an adviser and advisory clients, and general anti-fraud prohibitions. In addition, our registered investment advisers are

subject to routine periodic and other examinations by the SEC staff. In accordance with our efforts to enhance our compliance

program and in response to recommendations received from the SEC in the course of such examinations, certain additional

policies and procedures have been put into place, but no material changes to our registered investment advisers’ operations have

been made as a result of such examinations. Our registered investment advisers also have not been subject to material

regulatory or disciplinary actions by the SEC. Moreover, certain of our investment advisers are subject to limited SEC

disclosure requirements as “exempt reporting advisers.”

Effective January 3, 2022, Carlyle’s two affiliated broker-dealer entities, TCG Securities, L.L.C. (“TCG Securities”)

and TCG Capital Markets L.L.C. (“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”). In addition,

TCG Capital Markets operates under an international dealer exemption in the Canadian provinces of Alberta, British Columbia,

Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Quebec, and Saskatchewan. TCG Capital

Markets may act as an underwriter, syndicator, or placement agent in securities offerings and TCG Senior Funding L.L.C. may

act as an underwriter, originator, syndicator, or placement agent for loan originations. TCG Capital Markets also conducts U.S.-

based marketing and fundraising activities for our Global Private Equity, Global Credit, and Global Investment Solutions

business lines, and houses our anti-money laundering compliance function. TCG Capital Markets acts as a placement agent, on

a best-efforts basis, for interests in private funds and other investment vehicles for such business lines.

Registered broker-dealers are subject to routine periodic and other examinations by the staff of FINRA. No material

changes to our broker-dealer operations have been made as a result of such examinations.

Broker-dealers are subject to rules relating to transactions on a particular exchange and/or market, and rules relating to

the internal operations of the firms and their dealings with customers including, but not limited to, the form or organization of

the firm, qualifications of associated persons, officers and directors, net capital and customer protection rules, books and

records, and financial statements and reporting. In particular, as a result of its registered status, TCG Capital Markets is subject

to the SEC’s uniform net capital rule, Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), which specifies both the minimum level of net capital a broker-dealer must maintain relative to the scope of its business

activities and net capital liquidity parameters. The SEC and FINRA require compliance with key financial responsibility rules,

including maintenance of adequate funds to meet expenses and contractual obligations, as well as early warning rules that

compel notice to the regulators via accelerated financial reporting anytime a firm’s capital falls below the minimum required

level. 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. Moreover, compliance with net capital rules may limit a firm’s ability to expand its operations, particularly to

those activities that require the use of capital. Violation of the net capital rule may result in censures, fines, the issuance of

cease-and-desist orders, revocation of licenses or registrations, the suspension or expulsion from the securities industry of the

broker-dealer or its officers or employees, or other similar consequences by regulatory bodies. To date, TCG Capital Markets

has not had any capital adequacy issues and is currently capitalized in excess of the minimum maintenance amount required by

regulators.

Carlyle Global Credit Investment Management L.L.C. (“CGCIM”) and CSL III Advisor, LLC, subsidiaries of Carlyle,

serve as investment advisers to certain closed-end investment companies that have elected to be regulated as BDCs under the

Investment Company Act (as well as to certain private funds and other clients). Accordingly, these BDCs are subject to all

relevant provisions under the Investment Company Act as registered investment companies. In addition, CGCIM serves as the

investment adviser to CTAC and CCIF, each of which is regulated as a registered investment company under the Investment

Company Act. Moreover, AlpInvest Private Equity Investment Management, LLC, a subsidiary of Carlyle, serves as the

investment adviser to CAPM, which is regulated as a registered investment company under the Investment Company Act.

CGCIM also serves as a sub-adviser to CAPM.

United Kingdom and the European Union

Similar to the United States, jurisdictions outside the United States in which we operate, in particular Europe, have

become subject to an expanding body of regulation, some of which is complex and prescriptive. Governmental regulators and

other authorities in Europe have proposed or implemented a number of initiatives and additional rules and regulations that could

adversely affect our business. These include rules and regulations in the United Kingdom (“UK”) that are applicable to our

subsidiaries established in the UK, as well as, or in addition to, rules and regulations implemented under European Union

(“EU”) directives or regulations, which generally have application throughout the European Economic Area (“EEA”) but may

also have substantive differences among EU countries as they are implemented pursuant to each member state’s legislative

process.

In the UK, the principal legislation regulating financial services is the Financial Services and Markets Act 2000 (the

“FSMA”) and the principal European pieces of legislation affecting the conduct of our business in the EU is implemented under

the Markets in Financial Instruments Directive (“MiFID”) and the Alternative Investment Fund Managers Directive

(“AIFMD”), although there are also a number of other pieces of legislation both in the UK and the EU that affect our business,

such as the General Data Protection Regulation (and its UK equivalent). The FSMA rules and EU laws that have either been

adopted into UK law in connection with the UK’s withdrawal from the EU (e.g., the Markets in Financial Instruments

Regulation) or already implemented in the UK through domestic legislation or regulatory rules prior to such withdrawal (e.g.,

MiFID and AIFMD), comprehensively regulate the provision of most aspects of our asset management and advisory business in

the UK, including sales, research and trading practices, provision of investment advice, corporate finance, dealing, use and

safekeeping of client funds and securities, record keeping, margin practices and procedures, anti-money laundering, periodic

reporting, settlement procedures, securitization, derivative trading, prudential capital requirements, data protection, and interest

rate benchmarks. Legislation not yet in effect and future legislative initiatives will impact our business. See Item 1A “Risk

Factors—Risks Related to Regulation and Litigation—Regulatory initiatives in jurisdictions outside the United States could

adversely affect our business.”

CECP Advisors LLP (“CECP”), one of our subsidiaries in the UK, is authorized under the FSMA and regulated by the

Financial Conduct Authority (the “FCA”). 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.

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

safeguarding and administration of assets. CELF is only permitted to carry out these activities in relation to eligible

counterparties and professional clients.

In August 2023, we completed the submission of an application for authorization to the FCA for AlpInvest Partners

LLP to carry on investment advisory and related activities, including advising on and arranging deals in relation to certain types

of investments in relation to eligible counterparties and professional clients. This application remains subject to FCA approval.

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.

Abingworth is only permitted to carry out these activities in relation to eligible counterparties and professional clients.

Also in 2022, CECP appointed CIC Advisors LLP (“CIC”) as an appointed representative. Under the arrangement,

CECP, as the principal of CIC, has accepted regulatory responsibility for CIC of carrying out the activities of advising on

investments and arranging deals in investments. Under the appointed representative arrangement, CIC is only permitted to carry

out these activities in relation to eligible counterparties and professional clients.

Following the UK’s exit from the EU on January 31, 2020, and the end of the Brexit transition period on December 31,

2020, EEA passporting rights (which previously entitled CECP and CELF to provide certain investment services in or into the

EEA on a cross-border basisand Abingworth to market its funds in the EEA on a cross-border basis) are no longer available to

CECP, CELF, and Abingworth. Certain EEA investor-facing activities previously carried on by those firms have been

reorganized such that they are now performed by different, EEA-established, affiliates under alternative licensing arrangements,

and this may continue to change in the future. These arrangements may subject us to additional regulatory obligations and may

impede our ability to raise capital from EEA investors. The UK and the EU announced, on December 24, 2020, that they have

reached agreement on a Trade and Cooperation Agreement (the “TCA”), which addresses the future relationship between the

parties. The TCA was approved by the UK Parliament on December 30, 2020. The TCA was formally ratified by the European

Parliament and has applied permanently since May 1, 2021. However, the TCA does not substantively address future

cooperation in the financial services sector or reciprocal market access into the EU by UK-based firms under equivalence

arrangements or otherwise. Nevertheless, the implications and operations of the TCA may be subject to change and/or develop

on short notice. 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.

The TMPR expired on December 31, 2023. Any marketing of a new fund coming into existence after December 31, 2020, must

be under the UK’s national private placement regime.

Certain of our European subsidiaries are subject to compliance requirements in connection with AIFMD, which

regulates alternative investment fund managers (“AIFMs”) established in the EEA that manage alternative investment funds

(“AIFs”). In the UK, a retained version of the AIFMD exists. The AIFMD also regulates and imposes regulatory obligations in

respect of the marketing in the EEA by AIFMs (whether established in the EEA or elsewhere) of AIFs (whether established in

the EEA or elsewhere). The AIFMD generally became effective in countries across the EEA in 2014. Currently, Carlyle has

three authorized AIFMs in the EEA: AlpInvest, CIM Europe S.a.r.l. (“CIM Europe”), and Carlyle Real Estate SGR S.p.A. In

the UK, Abingworth is authorized under the UK retained version of AIFMD.

The AIFMD imposes significant regulatory requirements on AIFMs. The AIFMD regulates fund managers by, among

other things, prescribing authorization conditions for an AIFM, restricting the activities that can be undertaken by an AIFM,

prescribing the organizational requirements, operating conditions, and regulatory standards relating to such things as initial

capital, remuneration, conflicts, risk management, leverage, liquidity management, delegation of duties, transparency, and

reporting requirements. The AIFMD has the potential to restrict Carlyle’s fund marketing strategy and places additional

compliance obligations on its authorized AIFMs in the form of, among other things, remuneration policies, capital

requirements, reporting requirements, leverage oversight, and liquidity management.

Authorized AIFMs are entitled to market their AIFs throughout the EEA under a marketing passport. 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. AlpInvest is also licensed by the AFM to provide some of the additional investment services that are

otherwise generally reserved to MiFID firms. CIM Europe obtained authorization as an AIFM in Luxembourg in early 2018.

CIM Europe has also submitted a regulatory application to the Luxembourg regulator on December 21, 2023, to add additional

MiFID investment services to its license, which is pending regulatory approval. Carlyle Real Estate SGR S.p.A. registered at

the Bank of Italy’s AIFM register under no.127 in 2017.

The AIFMD allows member states to permit marketing within their member state by non-EEA fund managers (under

what are known as national private placement regimes), provided the local law imposes certain minimum requirements.

Member states may impose more stringent requirements. 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

AIFMD. Certain of Carlyle’s funds are currently offered in selected member states of the EEA in accordance with the national

private placement regimes of the relevant EEA jurisdiction.

On November 10, 2023, the European Commission published a near-final directive amending the AIFMD, commonly

referred to as “AIFMD II.” Assuming AIFMD II is adopted promptlyand published in the Official Journal without delay in

2024, most of the changes will come into effect in 2026, subject to some grandfathering periods for certain requirements.

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. It also imposes significant new requirements

relating to the activities of funds that originate loans (which may affect a number of our funds), including new restrictions on

the structure that such funds may take and leverage limits for funds with material loan origination activities.

In addition, AIFMD II introduces new conditions for non-EEA AIFMs, such as certain of our U.S. affiliates, to be able

to make use of the national private placement regimes of EEA states, including a condition that the jurisdiction of neither of the

AIFM and AIF have been identified as non-cooperative third countries for tax purposes nor deemed by the EU not to comply

fully with the standards laid down in Article 26 of the OECD Model Tax Convention on Income and on Capital and thereby to

ensure an effective exchange of information in tax matters. This gives rise to a risk that certain of our AIFs may not be able to

take advantage of such regimes to raise capital from EEA investors, potentially with little notice. Given the significance of

AIFMD II as well as its potential impact on the European fund industry framework, we continue to consider its potential impact

on our business. Compliance with AIFMD II may, among other things, increase the cost and complexity of raising capital, may

slow the pace of fundraising, limit operations, increase operational costs, and disadvantage our investment funds as bidders for

and potential owners of private companies located in the EEA when compared to non-AIF/AIFM competitors. The changes in

AIFMD II will not be replicated in the UK, but the FCA has indicated that there may be some targeted relaxation of the UK

AIFMD requirements.

In August 2021, Directive (EU) 2019/1160 and Regulation (EU) 2019/1156 (the “Cross-Border Marketing Rules”)

came into force 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.” Moreover, these regulations also impose new restrictions and new obligations on

fund managers that are pre-marketing their funds in the European Union. Moreover, some EU member states (but not all) also

apply, or intend to apply, certain of the Cross-Border Marketing Rules to non-EU fund managers (including UK and U.S. fund

managers) in relation to the process of marketing of their funds. Accordingly, our ability to market our funds in the European

Union will vary from country to country notwithstanding this pan-EU regulation.

As outlined above, certain of our European subsidiaries, notably CECP, CELF, and CIC in the United Kingdom, must

comply with the regulatory framework established by MiFID (including as retained in the UK), which regulates the provision

and conduct of investment services and activities throughout the EEA. Certain aspects of MiFID also apply to AlpInvest by

virtue of its MiFID “top up” permission as part of its AIFMD authorization and, subject to regulatory approval, will also apply

to CIM Europe. MiFID prescribes detailed requirements governing the organization and business conduct of investment firms,

regulated markets, and certain other entities such as credit institutions to the extent they perform investment services or

activities.

The latest iteration of MiFID, Directive 2014/65/EU (“MiFID II”) together with the accompanying Regulation (EU)

No 600/2014 (the “Markets in Financial Instruments Regulation” or “MiFIR”), extended the MiFID requirements in a number

of areas and require investment firms to comply with more prescriptive and onerous obligations in relation to such things as:

costs and charges disclosure, product design and governance, the receipt and payment of inducements, the receipt of and

payment for investment research, suitability and appropriateness assessments, conflicts of interest, record-keeping, best

execution, transaction and trade reporting, remuneration, training and competence, and corporate governance. Failure to comply

with MiFID II and its associated legislative acts could result in sanctions from national regulators, the loss of market access,

and a number of other adverse consequences, which would have a detrimental impact on our business. Although the UK has

now withdrawn from the EU, its rules implementing MiFID continue to have effect and MiFIR has been adopted into UK law

(subject to certain amendments to ensure it operates properly in a UK-specific context) in connection with this withdrawal. In

August 2022, the EU introduced amendments to MiFID II. The key requirement is that EU MiFID firms who are providing

financial advice and portfolio management need to carry out a mandatory assessment of the sustainability preferences of their

clients. Broadly, sustainability preferences address taxonomy alignment, Sustainable Finance Disclosure Regulation (“SFDR”)

sustainable investment alignment, and consideration of principal adverse impacts. EU MiFID firms must take these into account

in the selection process of financial products.

The UK introduced a prudential regulatory framework for UK investment firms (the “Investment Firm Prudential

Regime” or the “IFPR”), which is closely based on an equivalent regulatory framework introduced at the EU-level through the

EU Investment Firm Regulation and Investment Firm Directive (together, “IFR/IFD”). 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. 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. These requirements may make it more difficult for us to attract and retain staff in certain circumstances.

Importantly, the broad discretion for UK firms that used to be available to disapply certain remuneration rules on the basis of

“proportionality” does not apply in relation to IFPR. 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. IFPR has resultedin increased regulatory capital and liquidity adequacy requirements for CECP, in

particular, and may continue to increase the costs of doing business and may impede intra-group capital and cash flows.

In the EU, IFR/IFD took effect from June 26, 2021, and represents a complete overhaul of “prudential” regulation in

the EU and substantially increases regulatory capital requirements for certain investment firms and imposes more onerous

remuneration rules, and revised and extended internal governance, disclosure, reporting, liquidity, and group “prudential”

consolidation requirements, among other things. IFR/IFD affects AlpInvest, one of our subsidiaries, because it is an AIFM in

the Netherlands with top-up permissions to provide investment services. 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. 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.

The UK has introduced an important and substantial regime, the “Consumer Duty,” designed to improve outcomes for

retail investors, which began to apply to funds that are open from July 31, 2023, and will begin to apply to funds that are closed

from July 31, 2024. Although Carlyle entities do not generally deal with consumers in the ordinary sense, the regime may apply

to certain of our funds unless Carlyle can rely on an important exemption from the regime for products with certain minimum

denomination. This exemption has been called into question by the FCA previously but continues to be available to asset

managers of investment funds. If removed, this could make the impact of the Consumer Duty more significant and widespread

and have important implications for Carlyle entities if they are unable to rely on another exemption. We intend to continue to

work closely with external counsel and advisors to monitor any developments.

Other Jurisdictions

Certain of our subsidiaries are subject to registration and compliance with laws and regulations of non-U.S.

governments, their respective agencies, and/or various self-regulatory organizations or exchanges relating to, among other

things, investment advisory services and the marketing of investment products, and any failure to comply with these regulations

could expose us to liability and/or damage our reputation. 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. Like FATCA, CRS imposes certain due diligence, documentation, and reporting requirements on various

Carlyle entities. While CRS does not contain a potential withholding requirement, noncompliance could subject Carlyle to

certain reputational harm and potential financial penalties.

Carlyle Hong Kong Equity Management Limited is licensed by the Hong Kong Securities and Futures Commission to

carry on Type 1 (dealing in securities) regulated activity in respect of professional investors.

Carlyle Asia Limited is licensed by the Hong Kong Securities and Futures Commission to carry on Type 1 (dealing in

securities) and Type 4 (advising on securities) regulated activities in respect of professional investors.

In connection with its continued expansion in Asia, AlpInvest is also seeking an investment advisory license for

AlpInvest Partners Limited from the Hong Kong Securities and Futures Commission for the carrying out of Type 4 “advising

on securities” regulated activities, which is expected to be granted in the first quarter of 2024.

Carlyle Mauritius Investment Advisor Limited and Carlyle Mauritius CIS Investment Management Limited are

licensed providers of investment management services in the Republic of Mauritius and are subject to applicable Mauritian

securities laws and the oversight of the Financial Services Commission. Carlyle Mauritius Investment Advisor Limited holds a

“Foreign Institutional Investor” license from the Securities and Exchange Board of India, which entitles this entity to engage in

limited activities in India. 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 Peoples Republic of China.

Carlyle Australia Equity Management Pty Limited is licensed by the Australian Securities and Investments

Commission as an Australian financial services licensee and is authorized to carry on a financial services business to provide

advice on and deal in financial products (managed investment schemes and securities) for wholesale clients.

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. Pursuant to this registration, CJEM is

permitted to perform marketing activities to and private placements for specified investors with respect to interests in a limited

partnership.

Carlyle Japan, LLC (“CJLLC”) is registered with the Financial Services Agency of Japan to carry out Investment

Advisory and Agency Business as a Financial Instruments Business Operator and it is also a member of Japan Investment

Advisers Association, a self-regulatory organization in Japan. Pursuant to this registration, CJLLC is permitted to carry out

investment advisory and agency business as defined by the Financial Instruments and Exchange Act of Japan.

Carlyle MENA Investment Advisors Limited, a company limited by shares in the Dubai Financial Centre, holds a

Category 3C license issued by the Dubai Financial Services Authority and is authorized to arrange credit or deal in investments,

advise on financial products or credit and manage collective investment funds.

Carlyle MENA Advisors Limited, a company limited by shares in the Abu Dhabi Global Market, is authorized by the

Abu Dhabi Financial Services Regulatory Authority and is authorized to arrange deals in investments, advise on investments or

credit, and manage collective investment funds.

Carlyle Singapore Investment Advisors Pte Limited holds a capital markets license and an exempt financial adviser

status with the Monetary Authority of Singapore to carry on fund management and dealing in regulated capital market products

activities in respect of institutional and accredited investors.

AlpInvest Partners Pte Limited holds a capital markets license with the Monetary Authority of Singapore to carry on

fund management activities in respect of institutional and accredited investors.

Carlyle Real Estate SGR S.p.A. holds an authorization from the Bank of Italy to carry on AIFMD-compliant fund

management and real estate activities. It is registered at the Bank of Italy’s AIFM register under no.127.

Carlyle Investments (Canada) Corporation, formerly Diversified Global Asset Management Corporation, holds an

exempt market dealer license with Ontario Securities Commission to facilitate certain Carlyle fund marketing activities in

Canada.

AlpInvest is registered as a cross-border discretionary investment management company with the Financial

Supervisory Service of South Korea.

Carlyle CLO Management LLC is registered as a cross-border discretionary investment management company with

the Financial Supervisory Service of South Korea.

An investment fund advised by us holds an indirect controlling interest in Fortitude Re and Fortitude International

Reinsurance Ltd. (“Fortitude International Re”), Bermuda companies registered as a Class 4 and Class E insurers. Fortitude Re

and Fortitude International Re are subject to regulation and supervision by the Bermuda Monetary Authority (the “BMA”) and

compliance with all applicable Bermuda law and Bermuda insurance statutes and regulations, including but not limited to the

Insurance Act of 1978 (Bermuda) and the rules and regulations promulgated thereunder (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

Re and Fortitude International Re under the Bermuda Insurance Act. These laws and regulations include certain notice

requirements for any person that has become, or as a result of a disposition ceased to be, a shareholder controller of a registered

insurer, and failure to comply with such requirements is an offense punishable by law.

In addition, we and/or our affiliates and subsidiaries may become subject to additional regulatory demands in the

future to the extent we expand our investment advisory business in existing and new jurisdictions. There are also a number of

pending or recently enacted legislative and regulatory initiatives in the United States and around the world that could

significantly impact our business. 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.”

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. Our reputation depends on the integrity and business judgment of our

employees, and we strive to maintain a culture of compliance throughout the firm. We have developed, and adhere to,

compliance policies and procedures such as codes of conduct, compliance systems, education, and communication of

compliance matters. These policies focus on matters such as insider trading, anti-corruption, document retention, conflicts of

interest, anti-money laundering, and other matters. Our legal and compliance team monitors our compliance with all of the legal

and regulatory requirements to which we are subject and manages our compliance policies and procedures. Our legal and

compliance team also monitors the information barriers that we maintain to restrict the flow of confidential information,

including material non-public information, across our business. Our enterprise risk management function analyzes our

operations and investment strategies to identify key risks facing the firm and works closely with the legal and compliance team

to address them. The firm also has an independent and objective Internal Audit department that employs a risk-based audit

approach that focuses on Sarbanes-Oxley compliance, enterprise risk management functions, and other areas of perceived risk

and aims to give management and our Board of Directors reasonable assurance that our risks are well-managed, and controls

are appropriate and effective.

Website, Social Media Disclosure, and Availability of SEC Filings

Our website address is www.carlyle.com. We make available free of charge on our website or provide a link on our

website to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and any

amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably

practicable after those reports are electronically filed with, or furnished to, the SEC. 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.

We use our website (www.carlyle.com), our corporate Facebook page (www.facebook.com/onecarlyle), our corporate

X account (@OneCarlyle or www.twitter.com/onecarlyle), our corporate Instagram account (@onecarlyle or

www.instagram.com/onecarlyle), our corporate LinkedIn account (www.linkedin.com/company/the-carlyle-group), our

corporate YouTube channel (www.youtube.com/user/onecarlyle), and our corporate WeChat account (ID: gh_3e34f090ec20)as

channels of distribution of material company information. For example, financial and other material information regarding our

company is routinely posted on and accessible at www.carlyle.com. Accordingly, investors should monitor these channels, in

addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may

automatically receive email alerts and other information about Carlyle when you enroll your email address by visiting the

“Email Alerts” section at http://ir.carlyle.com/email-alerts. The contents of our website and social media channels are not,

however, a part of this Annual Report on Form 10-K and are not incorporated by reference herein.

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.