What changed in this filing

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Item 1. Business

2023-02-09 compared with 2022-02-10 · 303 added, 320 removed, 476 unchanged (57% of the section changed)

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in 1987, we have grown to manage $373 billion in AUM as of December 31, 2022.

Our experienced and diverse team of nearly 1,850 employees includes more than 690 investment professionals in 26 offices across five continents, and we serve more than 2,850 active carry fund investors from 89 countries.

We are well underway in executing on our long-term Strategic Plan announced at our Investor Day in February 2021, with focus on the following priorities:

• Build on our strengths globally.

We pursue opportunities that allow us to build on our strengths in our three business segments.

• Capture the right scalable opportunities and diversify our platform.

We identify adjacent areas that we can apply our capabilities in a focused and sustainable manner, such as Capital Markets and Insurance Solutions.

• Institutionalization of the Firm.

We invest with a clarity of purpose, adaptability, and alignment between our interest and the interests of our fund investors, shareholders, and other stakeholders.

Our experienced and diverse team of more than 2,100 employees includes more than 770 investment professionals in 29 offices across five continents, and we serve more than 2,900 active carry fund investors from 88 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.

We continue to execute against our strategy, with a focus on the following priorities:

• Grow our business.

We pursue new opportunities, both organic and inorganic, that build on our strengths in our three global business segments and further diversify our product offerings.

• Scale our platform.

We identify strategies and opportunities that enable us to further scale our business, often in adjacent opportunities, such as Capital Markets and Insurance Solutions.

• Drive efficiencies across our business.

We seek ways to optimize our investment process by focusing on the development of our people, continuous process improvement and unlocking the value of our data.

Operational and strategic highlights for our firm for 2022 include:

• We had record levels of investment activity in 2021, investing $33.8 billion in our carry funds and realizing proceeds of $44.3 billion for our carry fund investors.

Our net accrued performance revenues were $3.9 billion as of December 31, 2021, an increase of 67% from December 31, 2020, driven by carry fund appreciation of 41%, and we realized a record $1.5 billion in realized net performance revenues during the year.

• During 2021, we raised $51.3 billion in new commitments, an increase in fundraising of 86% over 2020.

We launched eleven funds across our platform, including our eighth U.S.

buyout fund, our CP Growth fund, and our ninth U.S.

real estate fund in Global Private Equity.

We saw strong CLO fundraising in Global Credit, and experienced significant growth in the separately managed accounts (“SMAs”) in Global Investment Solutions.

• Our success in fundraising, combined with strong appreciation in our portfolio, pushed us over $300 billion in total assets under management for the first time.

Of our $193.4 billion in fee-earning assets under management, 95% is in investment vehicles with long-term fee structures and not subject to quarterly redemption, driving predictable and reliable associated management fees.

• Assets under management grew 24% to $373 billion as of December 31, 2022 from $301 billion as of December 31, 2021, and fee-earning assets under management increased 38% to $267 billion, reflecting fundraising of $29.9 billion, as well as the impact of the strategic transactions outlined below.

Perpetual Capital products now comprise $58 billion, or 22%, of our fee-earning assets under management.

• During 2022, we completed the following transactions with the goal of driving accretive growth on an inorganic basis:

◦ In March 2022, we acquired the management contracts related to a portfolio of assets primarily comprised of U.S.

and European CLOs as well as other assets across private credit from CBAM Partners LLC (“CBAM”), totaling $15 billion in assets under management which were integrated into our Global Credit platform.

◦ In April 2022, we entered into a strategic advisory services agreement with certain subsidiaries of Fortitude to provide certain services, including business development and growth, transaction origination and execution, and capital management services.

As of December 31, 2022, we had $46 billion of Perpetual Capital associated with the agreement, on which we earn a recurring management fee.

◦ In August 2022, we acquired Abingworth, a life sciences investment firm, to expand our healthcare investment platform with the addition of nearly $2 billion in assets under management and a specialized team of over 20 investment professionals and advisors.

• We invested $34.8 billion in our carry funds during 2022 and realized proceeds of $33.8 billion for our carry fund investors.

Our net accrued performance revenues increased to $4.0 billion as of December 31, 2022 from $3.9 billion as of December 31, 2021, despite realizing $1.0 billion in realized net performance revenues during the year, driven by carry fund appreciation of 11%, which reflects the strength of our portfolio construction, as well as the value creation activities in our portfolio.

• We remained focused on the professional development and the health and well-being of our employees in 2022.

We rolled 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.

We also established a global week-long holiday to ensure that our teams had the greatest likelihood of being able to “unplug.”

• During 2021, with feedback received from employee surveys, we continued to reimagine our processes, office environment and business operations with a focus on returning to a hybrid workplace that allows our teams to safely reconnect and collaborate in person while also maintaining flexibility.

• We continued to significantly enhance our Impact efforts:

◦ We completed more than $12 billion in ESG-linked financings for Carlyle and our portfolio companies, including the largest ESG-linked private equity credit facility in the U.S.

and the first to focus exclusively on advancing board diversity.

◦ We co-led the creation of the ESG Data Convergence Project with the California Public Employees’ Retirement System, forming the first-ever General Partner/Limited Partner collaboration to align on a set of standardized ESG metrics which now has over 100 GP and LP participants.

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 2022, with feedback received from employee surveys, we continued to reimagine our processes, office environment and business operations.

• We continued to significantly enhance our ESG and DEI efforts:

◦ 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.

◦ We held a Sustainability Workshop in May 2022 that welcomed more than 60 guests from our portfolio companies and included sessions on developing resilient climate strategies and leading practices for employee engagement.

◦ We continued to deepen the integration of ESG within our investment teams and portfolio companies, with ESG assessments included in most Carlyle investment decisions using proprietary due diligence tools in our GPE and Global Credit segments.

◦ We launched our inaugural Diversity, Equity, and Inclusion Incentive Awards, with over 175 employees nominated by their colleagues, and over 50 employees recognized for their effort in advancing Carlyle’s DEI objectives.

◦ We invested in enhancing DEI through our second year of the DEI Incentive Awards program, where we granted approximately $2 million in awards to 70 employees from around the globe who made an impact on DEI at Carlyle.

◦ We launched 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 2022 include:

Global Private Equity (“GPE”) :

◦ During 2021, we raised $27.2 billion in new capital commitments for our GPE funds, which included the launch of our eighth U.S.

buyout fund (“CP VIII”), our CP Growth fund, and our ninth U.S.

real estate fund (“CRP IX”), which at nearly $8 billion exceeded its initial target of $6 billion.

◦ During 2022, GPE invested $19.9 billion across the segment, including $14.5 billion in the Americas, $2.7 billion in Europe, and $2.7 billion in Asia.

◦ Our GPE funds realized proceeds of $29.9 billion for our GPE carry fund investors in 2021, across a mix of trade-sales, public market block trades, recapitalizations, dividends, and the initial public offerings of seven of our portfolio companies.

◦ Our GPE funds realized proceeds of $22.5 billion for our GPE carry fund investors in 2022, across a mix of trade-sales, public market block trades, recapitalizations, and dividends.

◦ During 2022, we raised $10.6 billion in new capital commitments for our GPE funds, which included the launch of our fifth Europe technology fund (“CETP V”) and our second renewable energy fund (“CRSEF II”).

Global Credit :

◦ In total, we raised $17.0 billion in new capital commitments to our Global Credit products during 2021, and overall AUM increased to $73.4 billion, more than two times higher than it was less than four years ago.

◦ In total, we raised $15.3 billion in new capital commitments to our Global Credit products during 2022, and doubled overall AUM to $146.3 billion, reflecting fundraising as well as the impact of the CBAM and Fortitude transactions on capital formation.

◦ In our CLO business, we closed $2.7 billion of new CLOs in the U.S.

and $1.5 billion of new CLOs in Europe during 2021 with $33.0 billion of total AUM across all of our CLOs at December 31, 2021, an increase in CLO AUM of 18% over 2020.

◦ In Carlyle Aviation Partners, we completed the acquisition of Fly Leasing Limited, a global aircraft leasing company with a fleet of over 80 commercial jet aircraft, and signed an agreement to acquire AMCK Aviation’s portfolio of 145 narrow-body aircraft, which is expected to close in the first half of 2022.

◦ We executed $3.9 billion of gross originations in our direct lending business in 2021, almost double the origination activity in 2020.

and $1.2 billion of new CLOs in Europe during 2022.

Including the impact of the CBAM transaction, we have $48.6 billion of total AUM across all of our CLOs at December 31, 2022, an increase in CLO AUM of 47% over 2021.

◦ In Carlyle Aviation Partners, we completed the acquisition of AMCK Aviation’s portfolio of aircraft, including 145 narrow-body aircraft.

◦ We had continued strength in direct lending, executing $3.9 billion of gross originations in 2022, which included originations from a newly launched evergreen fund (“CDLF”).

Global Investment Solutions :

◦ During 2022, we raised $4.0 billion in capital commitments, including over $3.5 billion in capital commitments to separately managed accounts, and deployed $6.6 billion in investments across our Global Investment Solutions platform.

Our portfolio appreciated 48% during the year and our exit activity in our Global Investment Solutions segment was strong this year, realizing proceeds of $12.2 billion for our Global Investment Solutions investors.

◦ In April, we completed the sale of 100% of our interest in Metropolitan Real Estate (“MRE”), while retaining our existing investments in and commitments to the MRE funds, as well as our interest in the net accrued performance allocations in the existing funds.

Our portfolio appreciated 6% (4% excluding the positive impact of foreign currency translation) during the year and we realized proceeds of $7.2 billion for our Global Investment Solutions investors.

Business Segments

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Global Private Equity

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

Across our GPE funds, as of December 31, 2021, we had investments in 256 active portfolio companies that employ more than 1,000,000 people around the world.

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

Across our GPE funds, as of December 31, 2022, we had investments in more than 300 active portfolio companies that employ more than 1.3 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 37 active funds that invest in transactions that focus either on a particular geography or strategy.

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 and operational improvements.

Our core strategy seeks longer duration private equity opportunities, targeting stable businesses with sustainable market leadership.

These funds are advised by teams of local professionals who live and work in the markets where they invest.

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 2022, we invested $12.8 billion in new and follow-on investments through our corporate private equity funds.

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Real Estate .

Our real estate team advises 12 active real estate funds that invest in the U.S.

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 1,100 investments in more than 620 cities or metropolitan statistical areas around the world as of December 31, 2021.

As of December 31, 2021, our real estate funds had, in the aggregate, $29.3 billion in AUM.

Natural Resources.

Our 14 active natural resources funds focus on infrastructure and energy investing.

Our real estate funds generally focus on acquiring single-property assets rather than large-cap companies with real estate portfolios and made more than 1,450 investments in more than 700 cities or metropolitan statistical areas around the world from inception through December 31, 2022.

As of December 31, 2022, our real estate funds managed, in the aggregate, $30.3 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:

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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 partnership with NGP, a Texas-based energy investor.

As of December 31, 2021, we managed $23.6 billion in AUM through our natural resources funds.

We conduct our North American energy investing through our strategic investment in NGP, a Texas-based energy investor.

As of December 31, 2022, we managed $27.3 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, 2022 (dollar amounts in billions).

AUM (1) % of Total

AUM Fee-earning

Investments Active

Funds (4) Available

Capital Investment

Professionals (2) Amount Invested

Professionals (2)

Amount Invested

Since Inception Investments Since

Inception (3)

$163 44% $108 868 71 $39 442 $216 2,436

(1) Total AUM includes NGP, which advises eight funds with $10.4 billion in AUM as of December 31, 2021.

(1) Total AUM includes NGP, which advises seven funds with $12.7 billion in AUM as of December 31, 2022.

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) Amount invested and number of investments in GPE since inception exclude the investment activity of the NGP Predecessor Funds.

(4) Active GPE funds includes the three NGP Predecessor Funds and five NGP Carry Funds advised by NGP.

(3) Active GPE funds includes seven NGP Carry Funds advised by NGP.

We do not control NGP, and we do not serve as an investment adviser to the NGP funds.

Global Credit

Our Global Credit segment, which had $73.4 billion in assets under management as of December 31, 2021, advises a group of 87 active funds that pursue investment strategies across the credit spectrum, including:

liquid credit, illiquid credit, and real assets credit, as well as cross-platform vehicles such as Carlyle Tactical Private Credit Fund (“CTAC”, or the “Interval Fund”).

Global Credit has been Carlyle’s fastest-growing segment in total AUM over the past three years, and we continue to expand our reach into additional areas of focus, such as real estate credit.

Since our establishment in 1999, these various capital

sources provide the opportunity for Carlyle to offer highly customizable and creative financing solutions to borrowers to meet their specific capital needs.

Our Global Credit segment, which had $146.3 billion in assets under management as of December 31, 2022, advises products that pursue investment strategies across the credit spectrum, including:

liquid credit, illiquid credit, and real assets credit, as well as platform initiatives such as Carlyle Tactical Private Credit Fund (“CTAC,” or the “Interval Fund”).

Global Credit, which also includes our Insurance Solutions and Global Capital Markets businesses, has been Carlyle’s fastest-growing segment in the past four years, with total AUM nearly doubling in 2022 alone.

Since our establishment in 1999, these various capital sources provide 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 233 investment professionals and leverages the resources and industry expertise of Carlyle’s global network to provide creative solutions for borrowers.

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Our structured credit funds invest primarily in performing senior secured bank loans through CLOs and other investment vehicles.

In 2021, we closed eleven new U.S.

In 2022, in addition to our acquisition of the management contracts on the CBAM portfolio, we closed six new U.S.

CLOs and three CLOs in Europe with an aggregate size of $2.7 billion and $1.2 billion, respectively.

As of December 31, 2021, our loans and structured credit team advised 67 structured credit funds and two other structured credit funds in the United States and Europe totaling, in the aggregate, $34.1 billion in AUM.

As of December 31, 2022, our loans and structured credit team advised structured credit funds totaling $50.4 billion in AUM.

Illiquid Credit

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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, 2021, our direct lending investment team advised two BDCs and six separately managed accounts totaling, in the aggregate, $6.6 billion in AUM.

As of December 31, 2022, our direct lending investment team advised AUM totaling $9.4 billion.

• Opportunistic Credit.

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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).

As of December 31, 2021, our opportunistic credit team advised two funds and one separately managed account totaling, in the aggregate, $7.8 billion in AUM.

• Distressed Credit.

Our distressed credit funds generally invest in liquid and illiquid securities and obligations, including secured debt, senior and subordinated unsecured debt, convertible debt obligations, preferred stock and public and private equity of financially distressed companies in defensive and asset-rich industries.

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, 2021, our distressed credit team advised three funds totaling, in the aggregate, $3.0 billion in AUM.

As of December 31, 2022, our opportunistic credit team advised products totaling $12.8 billion in AUM.

Real Assets Credit

• Aircraft Financing and Servicing .

• 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, 2021, Carlyle Aviation Partners had approximately $10.2 billion in AUM across five active carry funds, in addition to securitization vehicles, liquid strategies, and other vehicles.

As of December 31, 2022, Carlyle Aviation Partners had approximately $11.5 billion in AUM across carry funds, securitization vehicles, liquid strategies, and other vehicles.

• Infrastructure Debt.

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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, 2021, our infrastructure debt team managed $2.0 billion.

As of December 31, 2022, our infrastructure debt team managed $3.7 billion in AUM.

• Platform Initiatives .

Our platform initiatives include CTAC, our closed-end interval fund which invests across Carlyle’s entire credit platform, as well as cross-platform separately managed accounts which are tailored to invest across Carlyle’s credit platform based on the specific investment needs of individual investors.

These products also include structured solutions which focus on private, primarily investment-grade investments, backed by assets with contractual cash flows.

As of December 31, 2022, the Global Credit platform initiatives represented $6.1 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 of December 31, 2021, AUM related to capital raised from third-party investors to acquire a controlling interest in Fortitude was $3.2 billion, and Fortitude and AIG have committed approximately $7.0 billion of capital to-date to various Carlyle strategies.

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, 2022, AUM related to capital raised from third-party investors to acquire a controlling interest in Fortitude was $5.7 billion.

As of December 31, 2022, AUM related to the strategic advisory services agreement was $45.2 billion, including 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 $9.2 billion of capital to-date to various Carlyle strategies.

• Global Capital Markets.

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Global Investment Solutions

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 of existing portfolios and managed co-investment programs.

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.

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 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, 2021, AlpInvest advised 119 vehicles totaling, in the aggregate, $27.5 billion in AUM.

• 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, 2022, our secondary and portfolio finance investments program totaled $21.0 billion in AUM.

• Private Equity Co-investments.

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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, 2021, our co-investment programs were conducted through 87 vehicles totaling, in the aggregate, $17.5 billion in AUM.

• Private Equity Secondary Investments.

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 investments team provides liquidity and restructuring alternatives for third-party private equity investors.

As of December 31, 2021, our secondary investments program was conducted through 97 vehicles totaling, in the aggregate, $20.5 billion in AUM.

As of December 31, 2022, our co-investment programs totaled $17.2 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, 2022, AlpInvest advised $25.1 billion in AUM in private equity fund investments.

The following table presents certain data about our Global Investment Solutions segment as of December 31, 2022 (dollar amounts in billions).

AUM(1) % of Total

AUM Fee-earning

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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 shareholders and management, the company 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.

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.

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• 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.

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.

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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 GPE investment portfolio includes 197 active corporate investments as of December 31, 2021, across a diverse range of industries and geographies that each generate multiple data points (e.g., orders, shipments, production volumes, occupancy rates, bookings).

Our corporate private equity investment portfolio includes 214 active corporate investments as of December 31, 2022, 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.

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◦ 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 and the appropriate timing in industry cycles and company or asset development to strive for the optimal value.

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 Investment Resources team helps to translate our collaborative culture into services and operational capabilities supporting our investment process and portfolio companies and assets.

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.

This team introduced a new tool in 2021 to connect our investment teams and portfolio companies with value creation resources.

▪ Information Technology Resources.

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As of December 31, 2022, over 150 portfolio companies are actively participating in the optional program, benefiting from more than 100 category arrangements and preferred vendor arrangements.

As part of Carlyle’s investment process, where appropriate, we evaluate ESG risks and seek opportunities to create value through sustainability initiatives.

During our ownership period, we support our management teams’ efforts to develop strategic ESG programs and provide access to prescreened vendors, sustainability resources and individualized assistance from our Head of Impact and dedicated ESG team.

Carlyle educates portfolio companies in which we have a controlling interest on our Guidelines for Responsible Investment and encourages them to review the Guidelines at the board level on an annual basis.

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

Global Credit

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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, 20 credit industry research analysts, and in-house government affairs and economic research teams.

In 2021, we launched 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.

Our Global Credit team also seeks to leverage resources from across the firm, utilizing information obtained from our nearly 300 active portfolio companies and lending relationships, 20 credit industry research analysts, 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.

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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.

Global Investment Solutions

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We believe this enhances our visibility across the global investment market and provides detailed local information that enhances our investment evaluation process.

Our Family of Funds

The following chart presents the name (acronym), total capital commitments (in the case of our carry funds, structured credit funds, and the NGP Predecessor Funds), assets under management (open-end products and non-carry Aviation vehicles), gross assets (in the case of our BDCs) and vintage year of the active funds in each of our segments, as of December 31, 2021.

We present total capital commitments (as opposed to assets under management) for our closed-end investment funds because we believe this metric provides the most useful information regarding the relative size and scale of such funds.

In the case of our products which are open-ended and accordingly do not have permanent committed capital, we generally believe the most useful metric regarding relative size and scale is assets under management.

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 $373 billion as of December 31, 2022 for each of our three global business segments (in billions):

Global Private Equity 1

$ 163.1 Global Credit $ 146.3

Corporate Private Equity Real Estate Liquid Credit

Carlyle Partners (U.S.) Carlyle Realty Partners (U.S.) Cash CLOs

CP VIII $11.5 bn 2021 CRP IX $8.0 bn 2021 U.S.

$25.9 bn 2012-2021

CP VII $18.5 bn 2018 CRP VIII $5.5 bn 2017 Europe €8.5 bn 2013-2021

CP VI $13.0 bn 2014 CRP VII $4.2 bn 2014 Structured Credit Funds

CP V $13.7 bn 2007 CRP VI $2.3 bn 2011 CREV $0.5 bn 2020

Global Financial Services Partners CRP V $3.0 bn 2006 CSC $0.8 bn 2017

CGFSP III $1.0 bn 2018 CRP IV $1.0 bn 2005 Illiquid Credit

CGFSP II $1.0 bn 2013 Core Plus Real Estate (U.S.) Business Development Companies 3

Carlyle Europe Partners CPI 4

$7.3 bn 2016 TCG BDC II, Inc.

CEP V €6.4 bn 2018 International Real Estate TCG BDC, Inc.

CEP IV €3.8 bn 2014 CER II €0.3 bn 2021 Opportunistic Credit Carry Funds

CEP III €5.3 bn 2007 CER I €0.5 bn 2017 CCOF II $4.2 bn 2020

CEP II €1.8 bn 2003 CEREP III €2.2 bn 2007 CCOF I $2.4 bn 2017

Carlyle Asia Partners Natural Resources Funds Distressed Credit Carry Funds

CAP V $6.6 bn 2018 NGP Energy Carry Funds CSP IV $2.5 bn 2016

CBPF II RMB 2.0 bn 2017 NGP XII $4.3 bn 2017 CSP III $0.7 bn 2011

CAP IV $3.9 bn 2014 NGP XI $5.3 bn 2014 CSP II $1.4 bn 2007

CAP III $2.6 bn 2008 NGP X $3.6 bn 2012 Real Assets Credit

Carlyle Japan Partners Other NGP Carry Funds Infrastructure Credit Carry Fund

CJP IV ¥258.0 bn 2020 NGP Minerals $0.3 bn 2020 CICF $0.4 bn 2021

CJP III ¥119.5 bn 2013 NGP GAP $0.4 bn 2014 Energy Credit Carry Funds

Carlyle Global Partners NGP Predecessor Funds CEMOF II $2.8 bn 2015

CGP II $1.8 bn 2020 Various 2

$5.7 bn 2007-2008 CEMOF I $1.4 bn 2011

CGP I $3.6 bn 2015 International Energy Carry Funds Carlyle Aviation Partners

Carlyle MENA Partners CIEP II $2.3 bn 2019 SASOF V $1.0 bn 2020

MENA I $0.5 bn 2008 CIEP I $2.5 bn 2013 SASOF IV $1.0 bn 2018

Carlyle South American Buyout Fund Infrastructure Funds SASOF III $0.8 bn 2015

CSABF I $0.8 bn 2009 CRSEF $0.7 bn 2019 SASOF II $0.6 bn 2012

Carlyle Sub-Saharan Africa Fund CGIOF $2.2 bn 2019 CALF $0.6 bn 2021

CSSAF I $0.7 bn 2012 CPP II $1.5 bn 2014 Securitization Vehicles 4

$3.6 bn Various

Carlyle Peru Fund CPOCP $0.5 bn 2013 8 Other Vehicles 4

$4.3 bn Various

CPF I $0.3 bn 2012 Other Credit

Venture/Growth Partners CTAC 3

CP Growth $1.1 bn 2021 Fortitude 5

CEOF II $2.4 bn 2015

CEOF I $1.1 bn 2011 Global Investment Solutions 6

CVP II $0.6 bn 2001 AlpInvest

Carlyle Europe Technology Partners Fund of Private Equity Funds

CETP IV €1.4 bn 2019 119 vehicles €47.8 bn 2000-2021

CETP III €0.7 bn 2014 Secondary Investments

Carlyle Asia Venture/Growth Partners 97 vehicles €26.0 bn 2002-2021

CAP Growth II $0.7 bn 2021 Co-Investments

CAP Growth I $0.3 bn 2017 87 vehicles €20.6 bn 2002-2021

CAGP IV $1.0 bn 2008

Carlyle Cardinal Ireland

CCI €0.3 bn 2014

All amounts shown represent total capital commitments as of December 31, 2021, unless otherwise noted.

Certain of our recent vintage funds are currently in fundraising and total capital commitments are subject to change.

In addition, certain carry funds included herein may be disclosed which are not included in fund performance if they have not made an initial capital call or commenced investment activity.

The NGP funds are advised by NGP Energy Capital Management, LLC, a separately registered investment adviser, and we do not serve as an investment adviser to those funds.

(1) Global Private Equity also includes funds which we jointly advise with Riverstone Holdings L.L.C.

Corporate Private Equity $ 105.5 Insurance 5

Buyout (CP) 52.5 Liquid Credit $ 50.4

Europe Buyout (CEP) 11.5 U.S.

Asia Buyout (CAP) 11.2 Europe CLOs 11.4

Carlyle Global Partners (CGP) 6.5 Revolving Credit 1.9

Europe Technology (CETP) 6.2 Illiquid Credit $ 22.2

Growth (CP Growth / CEOF) 4.2 Opportunistic Credit (CCOF / CSP) 12.8

Japan Buyout (CJP) 3.4 Direct Lending 6

Life Sciences (ABV / ACCD) 1.7 Real Assets Credit $ 16.1

8.3 Aviation (SASOF / CALF) 11.5

Real Estate $ 30.3 Infrastructure (CICF) 3.7

Real Estate (CRP) 19.2 Other 7

Core Plus Real Estate (CPI) 8.0 Platform Initiatives and Other Products $ 6.1

International Real Estate (CER) 3.1 Carlyle Tactical Private Credit (CTAC) 2.0

Infrastructure & Natural Resources $ 27.3 Other Platform Initiatives and Products 4.1

12.7 Global Investment Solutions $ 63.3

International Energy (CIEP) 8.1 Secondary and Portfolio Finance Investments $ 21.0

Infrastructure & Renewable Energy 4

6.5 Co-Investments $ 17.2

Primary Fund Investments $ 25.1

All amounts shown represent total assets under management as of December 31, 2022, 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 NGP M&R, NGP ETP II, and NGP IX, on which we are not entitled to a share of carried interest.

(3) Amounts represent gross assets plus any available capital as of December 31, 2021.

(4) Amounts represent Total AUM as of December 31, 2021.

(5) Includes capital raised from a strategic third-party investor which directly invests in Fortitude alongside Carlyle FRL.

(6) On April 1, 2021, we completed the sale of our interest in Metropolitan Real Estate.

(2) Includes our Financial Services (CGFSP), Asia Growth (CAP Growth / CAGP), 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 a strategic third-party investor which directly invests 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.

Organizational Structure

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into a Delaware corporation named The Carlyle Group Inc.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Conversion to a Corporation” for additional information.

The holders of our common stock are entitled 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 the board of directors of the Corporation.

Holders of common stock are entitled to one vote per share of common stock.

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.

Prior to August 5, 2021, we were a “controlled company” and qualified for exceptions from certain corporate governance and other requirements of the rules of the Nasdaq Global Select Market (“Nasdaq”).

While we are no longer a “controlled company” within the meaning of the rules of Nasdaq and the SEC, we will continue to qualify for these exemptions during a one-year transition period.

“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” and “—We are transitioning from a “controlled company” to no longer being a controlled company within the meaning of Nasdaq.

However, even though we are no longer a “controlled company”, we will continue to qualify for, and as a result rely on, exceptions from certain corporate governance requirements under the rules of Nasdaq during a one-year transition period.”

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 2,850 active investors in our carry funds located in 89 countries.

Our diverse and sophisticated investor base includes more than 2,900 active investors in our products located in 88 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.

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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 product specialists who work closely together to deliver against investor needs and is supported by central staff responsible for data analytics and additional fulfillment responsibilities.

Our LP relations professionals are in constant dialogue with our fund investors, which enables us to monitor investor preferences and tailor future fund offerings to meet investor demand.

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.

We continuously seek to expand our partnerships by sharing our insights and perspectives on the market and investment environment, as well as discussing how we can help the investor achieve their objectives.

During 2021, we continued to use technology to enhance our fund transparency and communication around insights and facilitate consistent dialogue while in a hybrid work environment.

This partnership approach to fundraising has been critical in raising $51.3 billion in 2021.

As of December 31, 2021, approximately 94% of commitments to our active carry funds (by dollar amount) were from investors who are committed to more than one active carry fund and approximately 76% of commitments to our active carry funds (by dollar amount) were from investors who are committed to more than five active carry funds.

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 the investor achieve their objectives.

We 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 $81.2 billion over the past two years.

As of December 31, 2022, approximately 94% of commitments (by dollar amount) were from investors who are committed to more than one product and approximately 76% 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 over 600 investor services professionals worldwide.

We have a team of 790 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.

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.

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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.

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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 and Interval Fund and is registered under the Advisers Act.

(“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 and the Interval Fund and is registered under the Advisers Act.

The business of Carlyle Aviation Partners includes investment funds organized to invest in certain aviation-related securities and physical assets (including aircraft, engines and components), and certain of the advisers and general partners of such funds are currently not registered under the Advisers Act or otherwise operated in reliance on another entity’s registration under the Advisers Act.

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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 are owned exclusively by persons in the United States who, at the time of acquisition of such securities, are “qualified purchasers” as defined under the 1940 Act and 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 purchase their interests in a private placement.

In addition, under certain current interpretations of the Securities and Exchange Commission (“SEC”), Section 7(d) of the 1940 Act exempts from registration any non-U.S.

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.

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.

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In the open-end funds we advise, 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 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 (the date we start charging management fees for the fund), or the initial closing date, (ii) the fifth anniversary of the final closing date of the fund;

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;

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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 extends for a period of three years following the end of the commitment period, although certain funds do not have a time limit and there may be limitations on how much the fund is permitted to fund for such follow-on investments.

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 do not have a time limit and there may be limitations on how much the fund is permitted to fund for such follow-on investments.

In those funds where such limitations exist, they generally range from 15-20% 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 two 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 or the investment advisory committee 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 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 limited circumstances (e.g., six years, in the case of certain Carlyle Aviation Partners 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.

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

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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 and Global Credit segments, management fees generally range from 1.0% to 2.0% of commitments during the fund’s commitment period based on limited partners’ capital commitments to the funds.

For closed-end carry funds in the Global Private Equity and Global Credit segments, management fees generally range from 1.0% to 2.0% of commitments during the fund’s commitment period.

With respect to Global Private Equity carry funds, such management fees are generally based on limited partners’ capital commitments to the funds and with respect to Global Credit carry funds, such management fees are generally based on 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.

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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, which is generally five to ten years after issuance.

Management fees for the BDCs are due quarterly in arrears at annual rates that range from 1.25% of invested capital to 1.5% of gross assets, excluding cash and cash equivalents.

Management fees for the Interval Fund are due monthly in arrears at the annual rate of 1.0% of the month-end value of the Interval Fund’s net assets.

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 1.00% 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 the Interval Fund are due monthly in arrears at the annual

rate of 1.0% of the month-end value of the Interval Fund’s net assets.

Carlyle Aviation Partners’ funds have varying management fee arrangements depending on the strategy of the particular fund.

The investment advisers of our Global Investment Solutions private equity vehicles generally receive an annual management fee that ranges from 0.25% to 1.0% of the vehicle’s capital commitments or its committed capital to investments during the commitment fee period of the relevant 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.

The investment advisers of our Global Investment Solutions carry funds generally receive an annual management fee that ranges from 0.25% to 1.0% 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 1.0% 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.

(ii) the lower of cost or net asset value of the capital invested;

or (iii) the net asset value for unrealized investments.

In some cases, management fees are charged based on net invested capital of underlying investments for the entire duration of the applicable Global Investment Solutions carry funds.

The management fees we receive from our Global Investment Solutions carry fund vehicles typically are payable quarterly in advance.

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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 which 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 reduced by 80% to 100% of such transaction fees, monitoring fees, and certain other fees that are received by the general partners and their affiliates.

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 reduced by 80% to 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.

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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.

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 returns are in excess of the preferred return and (iv) we have decided to collect carry rather than return additional capital to investors.

(i) an underlying investment is profitably disposed of;

(ii) certain costs borne by the investors have been reimbursed;

(iii) the investment fund’s cumulative 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.

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Although Carlyle has seldom been obligated to pay a giveback obligation, such obligation, if any, in respect of previously realized carried interest, is generally determined and due upon the winding up or liquidation of a carry fund pursuant to the terms of the fund’s partnership agreement, although in certain cases the giveback is calculated at prior intervals.

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

With respect to our separately managed accounts, BDCs and the Interval Fund, 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.

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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 — Our investors in future funds 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.”

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

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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.

“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.

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.

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, 2021, we employed nearly 1,850 individuals, including 690 investment professionals, located in 26 offices across five continents.

As of December 31, 2022, we employed more than 2,100 individuals, including over 770 investment professionals, located in 29 offices across five continents.

One Carlyle Culture

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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 stakeholders feel included and valued for their diverse experiences and perspectives.

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.

Carlyle has also received a perfect score for five 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.

A focus on DEI efforts is embedded into the highest levels of our firm, including our Board of Directors, and is guided by our Diversity, Equity and Inclusion 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 asked all of our employees to set a personal DEI objective during 2021.

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.

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 asked all of our employees to set a personal DEI objective beginning in 2021, a practice which we continued in 2022.

Inclusive leadership is one of our core leadership competencies, and the DEI Council is involved in reviewing the promotion process for our senior personnel.

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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.

During 2021, we invested in enhancing DEI through our inaugural DEI Incentive Awards program, pursuant to which we granted approximately $2 million in awards to 54 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 furthering board diversity at our portfolio companies.

During 2022, we invested in enhancing DEI through our second year of the DEI Incentive Awards program, pursuant to which we granted approximately $2 million in awards to 70 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.

We also launched 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 five 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 & Inclusion in Asia Network.

Employee Engagement

We continuously evaluate, modify, and enhance our internal processes and technologies to increase employee engagement, productivity and efficiency.

During 2020, we introduced a robust feedback training and communication campaign to deliver real-time feedback, as well as more frequent formal performance conversations and launched a new, more streamlined performance management system, which we continued into 2021.

We routinely evaluate, modify, and enhance our internal processes and technologies to increase employee engagement, productivity and efficiency.

During 2020, we introduced a robust feedback training and communication campaign to deliver

real-time feedback, as well as more frequent formal performance conversations and launched a new, more streamlined performance management system, which we continued into 2022.

In order to measure employee engagement, we conduct an annual engagement survey as well as other pulse surveys throughout the year.

We renewed our focus on the satisfaction and wellness of our employees over the past year, and we will continue to use annual and pulse surveys to evaluate our performance and guide our decision-making.

For investment professionals in particular, we have also developed a post-deal feedback system, through which investment professionals provide both positive and constructive feedback to team members in order to enhance the performance of our investment teams on future transactions.

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 are also continuing to expand our employee training programs, including those focused on enhancing management and leadership capability at all levels of the firm.

These programs include the Future Leaders Academy for new Managing Directors, the Career Strategies Initiative for Vice President and Principal-level underrepresented professionals, the Better Leaders Program for Vice Presidents and Associate Directors and the Better Managers Program for Senior Associates, Associate Vice Presidents, Managers and Associates.

We also continue to support a global mentoring program in which 390 of our employees participated as mentors or mentees in 2021.

These programs include the Future Leaders Academy for new Managing Directors, the Career Strategies Initiative for Vice President and Principal-level underrepresented professionals, which is a virtual sponsorship program for underrepresented professionals, the Leadership Principles program for Principals and Directors, the Better Leaders Program for Vice Presidents and Associate Directors and the Better Managers Program for Senior Associates, Associate Vice Presidents, Managers and Associates.

We also continue to support a global mentoring program.

In 2022, we launched MentorcliQ, a user-friendly platform that offers a personalized experience for mentees and mentors.

We also conducted in-person analyst and associate training in August 2022 for our largest ever class of investment professionals.

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 new talent.

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 cash 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

shareholders and to cultivate a strong sense of ownership and commitment to our firm, certain employees also are eligible to receive awards of restricted stock units or participate in our other long-term incentive programs.

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.

The success of our business is fundamentally connected to the well-being of our people.

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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.

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

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.

In line 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.

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 2022, more than 270 Carlyle employees gave over 400 philanthropic gifts, which we matched.

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Employee Wellness

We believe that a key component to investing in our employees is investing in their wellness, particularly in the environment of the COVID-19 pandemic.

We believe that a key component to investing in our employees is investing in their wellness.

We focus on five pillars of wellbeing for our employees:

physical, environmental, emotional, social and financial.

During September 2021, we hosted our inaugural “Wellbeing Month,” where we dedicated a week to each of the wellbeing pillars.

During June 2022, we continued our practice that started in September 2021, of hosting a “Wellbeing Month,” where we provide activities and seminars dedicated to each of the wellbeing pillars.

Activities during our Wellbeing Month included seminars with external wellness providers and interactive physical activities.

Beginning in September 2021, we also provided our eligible employees with an annual $750 well-being stipend to use for personal wellness needs.

In light of the challenges of the COVID-19 pandemic, we established a firmwide week-long holiday during August 2021 to provide a coordinated break for our employees.

Throughout the COVID-19 pandemic we have remained engaged with our employees and have adapted to changing circumstances without disruption to our business while remaining committed to the health and safety of our employees.

While many of our employees worked remotely during 2020 following the emergence of the COVID-19 pandemic, during the latter part of 2021 we implemented a hybrid return-to-office approach to reintegrate our employees, including new employees who joined Carlyle during the COVID-19 pandemic.

Beginning in September 2021, we provided our eligible employees with an annual $750 well-being stipend to use for personal wellness needs, which we continued in 2022.

For the second year in a row, we also established a firmwide week-long holiday during August 2022 to provide a coordinated break for our employees.

Throughout the COVID-19 pandemic, we have been engaged with our employees and adapted to changing circumstances while remaining committed to the health and safety of our employees.

During the latter part of 2021, we implemented a hybrid return-to-office approach to reintegrate our employees, including new employees who joined Carlyle during the COVID-19 pandemic.

Employees generally work in the office three days per week, depending on business needs, and work remotely for the balance of the week.

We have implemented protective health and safety measures, including COVID-19 testing for our employees, in-office social distancing (subject to local restrictions) and contact-tracing.

Our approach to the COVID-19 pandemic and having our employees return to our offices continues to evolve based on new variants and local restrictions, but we plan to continue our hybrid return-to-office approach into 2022.

Our technology infrastructure has facilitated our ability to shift between a fully remote environment and a fully in-office environment, and for hybrid approaches in between, and our employees and leaders have demonstrated their ability to quickly and seamlessly adapt without disruption to our business.

Environmental, Social and Governance and Impact

Our technology infrastructure has facilitated our ability to shift to a hybrid work environment and our employees and leaders have demonstrated their ability to quickly and seamlessly adapt without disruption to our business.

Environmental, Social and Governance

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 serving all of 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.

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

To implement these principles into our investment process, in 2008, we developed a set of Guidelines for Responsible Investment that consider the environmental, social and governance implications of certain investments we make.

In December 2020, we expanded upon these guidelines through the publication of our more comprehensive Environmental, Social and Governance Policy, which outlines our approach to ESG integration, and our resourcing, scope and investment application.

We continuously have sought to strengthen our governance, resourcing, reporting and transparency on material ESG matters.

In 2010, we became one of the first major private equity firms to publish an ESG report and in 2019, Carlyle hired its Global Head of Impact.

In 2020, we further tightened 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 guide our investment analysis.

In 2020, we published our inaugural Task Force on Climate-related Financial Disclosures (TCFD) Report, underscoring our evolving a pproach to climate change and also published our first corporate ESG disclosures, utilizing Global Reporting Initiative (GRI) Standards, which provide an internationally recognized framework to communicate material ESG matters to our stakeholders.

Our Board of Directors oversees our approach to ESG and impact given the critical importance with which we view ESG principles.

The Board receives regular updates on our ESG and impact strategy and investment implications, and receives information on thematic topics, such as our approach to climate risk and opportunity and DEI.

Our Global Head of Impact is directly responsible for developing and implementing our impact strategy, which includes our approach to climate change.

With respect to our investments, we track certain ESG key performance indicators (KPIs) that we consider relevant across diverse geographies and assets for our corporate private equity and natural resources investments, including climate-related questions.

For some of our largest strategies, we also work with portfolio companies on collecting more tailored, material ESG KPIs and climate-related data such as carbon footprints.

Additionally, for investments made by our Renewable and Sustainable Energy team, we perform a qualitative and quantitative analysis of the potential climate impact as part of our due diligence process.

This approach is designed to help refine our investment decisions and better understand the environmental implications of these investments.

Carlyle has an internal dedicated ESG and Impact team with a breadth of experience to help identify critical material ESG matters in our investment processes, as well as a network of outside experts to enable our investment teams to go deeper on the most material factors and potential ESG growth opportunities for a given investment over our hold periods.

Our ESG and Impact professionals are a part of our Global Investment Resources team.

This team includes a Chief Performance Officer, Chief Digital Officer, Chief Information Officer, Chief Procurement Officer, and Head of Government Affairs, as well as dedicated professionals working on healthcare and benefits, and real estate and energy usage, amongst other ESG areas of focus.

ESG considerations play an increasing role in our investment processes and the operations of our portfolio companies.

We believe our commitment to sustainability influences strategy, brings new ideas for operational efficiency and helps unlock value.

Pursuing tailored ESG strategies that focus on material issues for individual businesses is one way Carlyle is driving impact at our portfolio companies.

We work to continually improve environmental stewardship within our firm and across our portfolio companies, particularly in the areas of climate change, ESG data, energy and materials use.

In April 2021, our Sustainability Workshop welcomed more than 60 guests from over 30 portfolio companies and included sessions on developing resilient climate strategies and leading practices for energy management.

We have also initiated numerous other portfolio-level initiatives, including decarbonization pathway development and in October 2021, we launched our Energy + Carbon Playbook for portfolio companies, which provides a step-by-step guide to profitably decarbonize.

We have achieved carbon neutrality across our 26 global offices and the activities of our nearly 1,850 employees, after we became the first major private equity firm to make a carbon neutrality commitment in 2017.

Our new office location in New York City at OneVanderbilt received the highest LEED and wellness certifications.

We are a member of Businesses for Social Responsibility (BSR), an industry group working to advance sustainability practices in the business sector as well as a member of the Sustainability Accounting Standards Board (SASB) Alliance, the Renewable Energy Buyers Association (REBA), and the Green Chemistry and Commerce Council (GC3).

Additionally, we are a member of the British Private Equity and Venture Capital Association and seek to ensure that our U.K.-based portfolio companies are compliant with the Private Equity Reporting Group Guidelines for Disclosure and Transparency when such companies become subject to these guidelines on a voluntary basis.

Carlyle is a member of Invest Europe and an active participant in its work on ESG-related industry issues.

Further, we are also a member of the Bundesverband Deutscher Kapitalbeteiligungsgesellschaften (BVK), the German private equity and venture capital trade association.

We believe that we are compliant with the BVK Guidelines for Disclosure and Transparency and seek to ensure that our German portfolio companies comply with these guidelines when they are required to do so.

We serve on the Alternative Investment Management Association (AIMA) Global Responsible Investment Steering Committee.

In November 2020, Carlyle became a founding member of the One Planet Private Equity Funds Initiative.

One Planet’s objective is to accelerate the integration of climate change analysis into the management of large, long-term asset pools.

We are supporters of the Taskforce on Climate-Related Financial Disclosures (TCFD), and have published a firmwide TCFD report for the past two years.

Our CEO, Kewsong Lee, signed the Business Roundtable’s Statement on the Purpose of a Corporation in 2019, reaffirming our commitment to all of our stakeholders, and is a board member of FCLT Global (Focusing Capital on the Long-Term), a non-profit organization that develops research and tools that encourage long-term investing and business decision-making.

Our AlpInvest business has fully integrated ESG into its investment process and actively engages with fund managers and other stakeholders in the private equity markets to promote sustainability and improved corporate governance as an investment consideration.

AlpInvest is a signatory of the Principles for Responsible Investment and has adopted the UN Global Compact as a corporate social responsibility framework to evaluation fund managers and portfolio companies.

In 2021, we led the creation of the ESG Data Convergence Project, forming the first-ever GP-LP collaboration to generate a critical mass of material, performance-based, comparable ESG data.

The group is working to streamline the industry’s historically fragmented approach to collecting and reporting ESG data, enabling greater transparency and more

comparable portfolio information for LPs.

Recently, we also announced certain goals related to reducing greenhouse gas emissions.

We believe ESG provides an additional lens to help us assess and mitigate risks, and identify and capitalize on potential opportunities.

In December 2020, we expanded upon these guidelines through the publication of our comprehensive Environmental, Social and Governance Policy, which outlines our approach to ESG integration, and our resourcing, scope and investment application, and which has now replaced our Guidelines for Responsible Investment.

We continuously have sought to strengthen our governance, resourcing, reporting and transparency on ESG 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 ESG professional.

Since then, we have continued to expand our team of dedicated ESG 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 guide 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 and we published our first corporate ESG disclosures, utilizing Global Reporting Initiative (GRI) Standards, which provide an internationally recognized framework to communicate 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 ESG given the critical importance with which we view ESG principles.

The Board receives regular updates on our ESG 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 ESG and Impact strategy, has appointed a member of the Board to serve as the ESG and Impact lead, responsible for oversight of the firm’s work in this area.

In addition, Carlyle’s Global Head of Impact is directly responsible for our climate strategy, and reports to the firm’s Chief Operating Officer.

With respect to our investments, we may track certain ESG key performance indicators (KPIs) that we consider relevant 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 ESG 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 ESG factors and potential ESG growth opportunities for a given investment over our projected investment periods.

We believe our commitment to ESG 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.

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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.

All employees are required to annually certify to their understanding of and compliance with key global Carlyle policies and procedures.

Our policy requires all employees to annually certify their understanding of and compliance with key global Carlyle policies and procedures.

Global Information Technology and Solutions

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As part of our GTS strategy and governance processes, we develop and routinely refine our technology architecture to leverage solutions that will best serve the needs of our investors.

Our systems, data, network and infrastructure are continuously monitored and administered by formal controls and risk management processes that also help protect the data and privacy of our employees and investors.

Our systems, data, network and infrastructure are continuously monitored and administered by formal controls and risk management processes that help protect the data and privacy of our employees and investors.

Our business continuity plans are designed to allow all critical business functions to continue in an orderly manner in the event of an emergency.

Our GTS team works closely with our business segment teams to maintain operational resilience through business continuity planning and annual IT disaster recovery testing, which collectively support the goal of mitigating risk were an emergency to occur.

Our Information Security Steering Committee, chaired by our Chief Information Security Officer, monitors threats and prioritizes the initiatives of our information security programs.

Our Information Security Steering Committee, chaired by our Chief Information Security Officer, monitors threats and prioritizes the initiatives of our information security program.

We also seek to educate our employees on how to safeguard Carlyle’s information assets through quarterly security awareness training focused on cyber risks and simulated phishing exercises that provide insight into the effectiveness of our security training.

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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 alternatives in private equity, real estate, natural resources, infrastructure and credit.

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.

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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.

As we continue to target high net worth investors, we also face competition from mutual funds and investment firms that have competing products.

Within our GPE segment, our main competitors generally are 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.

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 and other CLO issuers.

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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.

In recent years, we had seen a marked increase in the use of special purpose acquisition companies (SPACs) by our peers and competitors and market volatility and the willingness of seasoned sponsors and management teams to use these vehicles had caused increased competition for acquisition targets, which significantly decreased during 2021.

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.

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Some of these competitors may also have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us when sourcing investment opportunities.

Some of 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.

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.

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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 staff of the SEC.

In accordance with our efforts to enhance our compliance program and in response to recommendations received from the SEC in the course of routine 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.

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 routine 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 any regulatory or disciplinary actions by the SEC.

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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”).

Additionally, 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.

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.

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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.

Additionally, registered broker-dealers are subject to routine periodic and other examinations by the staff of FINRA.

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.

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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, neither TCG Securities nor TCG Capital Markets has had any capital adequacy issues and TCG Capital Markets, Carlyle’s current affiliated broker-dealer, is currently capitalized in excess of the minimum maintenance amount required by regulators.

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, or intend to elect, to be regulated as BDCs under the Investment Company Act (as well as to certain private funds and other clients).

Accordingly, these BDCs are, or are expected to be, subject to all relevant provisions under the Investment Company Act as registered investment companies.

(“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 the Interval Fund, 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 Carlyle AlpInvest Private Markets Fund (“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

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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 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 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 which 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, approval standards for individuals, anti-money laundering, periodic reporting, settlement procedures, securitization, derivative trading, prudential capital requirements, data protection, sustainable finance, and interest rate benchmarks.

In the UK, the principal legislation regulating financial services is the Financial Services and Markets Act 2000 (the “FSMA”) and the principal European 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 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, approval standards for individuals, anti-money laundering, periodic reporting, settlement procedures, securitization, derivative trading, prudential capital requirements, data protection, sustainable finance, and interest rate benchmarks.

Legislation not yet in effect and future legislative initiatives will impact our business.

“Risk Factors—Risks Related to Our Company—Regulatory initiatives in jurisdictions outside the United States could adversely affect 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”).

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CELF 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 basis) are no longer available to CECP and CELF.

Certain EEA investor-facing activities previously carried on by those firms have been reorganized so that they are performed now by different, EEA-established, affiliates under alternative licensing arrangements.

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.

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.

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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, as a new agreement, the implications and operations of the TCA may be subject to change and/or develop at short notice.

Nevertheless, as a new agreement, 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”) allows 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.

Unless extended, the TMPR expires 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.

The AIFMD generally became effective in countries across the EEA in 2014.

Currently, Carlyle has three authorized AIFMs in the EEA:

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(“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, amongst 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 requirement, etc.

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.

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In 2017, the European Commission started a review of AIFMD.

The European Commission published a report on the operation of AIFMD in January 2019, which identified certain areas requiring further analysis.

A subsequent report on the application and scope of AIFMD was published in June 2020.

The European Commission published a report on the operation of the AIFMD in January 2019, which identified certain areas requiring further analysis.

A subsequent report on the application and scope of the AIFMD was published in June 2020.

Following these reports, the European Commission launched a public consultation relating to its review of the AIFMD in October 2020, which closed on January 29, 2021.

In November 2021, the European Commission published draft legislation, commonly referred to as “AIFMD II.” Subject to the EU ordinary legislative process involving the European Parliament and European Council, this is expected to result in amendments to AIFMD, which will affect firms two years after the legislation comes into force, possibly in 2024.

It is unclear at this stage how AIFMD II will affect us or our subsidiaries.

The current draft proposes a number of amendments to 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.

The draft proposes significant new requirements relating to the activities of funds which originate loans including new restrictions on the structure which such funds may take.

It also proposes to introduce new conditions for non-EEA AIFMs, such as certain of our U.S.

advisory affiliates, to be able to make use of the national private placement regimes of EEA states, including a condition that the jurisdiction of neither the AIFM and the 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.

In November 2021, the European Commission published draft legislation, commonly referred to as “AIFMD II.” The European Commission’s draft legislation proposed 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.

The draft proposed significant new requirements relating to the activities of funds that originate loans including new restrictions on the structure that such funds may take.

In addition, the draft proposed to introduce new conditions for non-EEA AIFMs, such as certain of our US 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.

AIFMD II is currently passing through the EU ordinary legislative process, involving scrutiny and amendment by the European Council and the European Parliament.

Agreement on the legislation between the European Commission, European Council and European Parliament is expected to be reached during 2023, after which the final shape of the new regime, and any impact on us or our subsidiaries, will be clearer.

The new regime will come into force two years after this final agreement is reached and fully approved with implementation currently expected in 2025.

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

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.” However, these regulations also impose new restrictions and new obligations on fund managers that are pre-marketing their funds in the EU.

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 EU.

Further, 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.

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Accordingly, our ability to market our funds in EU will vary from country to country notwithstanding this pan-EU regulation.

As outlined above, certain of our European subsidiaries, notably CECP and CELF in the UK, 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.

As outlined above, certain of our European subsidiaries, notably CECP, CELF and CIC in the UK, 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.

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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.

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.

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These requirements may make it more difficult for us to attract and retain staff.

IFPR will also result in increased regulatory capital and liquidity adequacy requirements for CECP, in particular, which will increase the costs of doing business and may impede intra-group capital and cash flows.

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 will each also have to make public disclosure on their websites in relation to their (i) own funds, own funds requirements and governance structures;

(ii) risk management;

and (iii) remuneration.

The new public disclosure requirements mandate more detail including quantitative information on remuneration paid to staff.

IFPR has resulted in 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).

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In particular, as AlpInvest’s assets under management attributable to separate accounts regulated by MiFID II (as defined below) 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.

The UK is introducing an important and substantial regime, the “Consumer Duty,” designed to improve outcomes for retail investors, aspects of which will begin to apply from July 31, 2023.

Although Carlyle entities do not generally deal with consumers in the ordinary sense, the regime may potentially apply to certain of our future funds.

On December 2, 2022, the FCA published a consultation proposal that would, if implemented, remove an important exemption that is currently available to asset managers of investment funds and potentially make the impact of the Consumer Duty more significant and widespread.

This could have important implications for Carlyle entities if they are unable to rely on another exemption.

We will continue to work closely with external counsel and advisors to monitor these developments.

Other Jurisdictions

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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.

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 Global Credit (HK) 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.

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.

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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.

In addition, we expect AlpInvest Partners Pte Limited to receive a similar license and status with the Monetary Authority of Singapore.

Carlyle Real Estate SGR S.p.A.

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It is registered at the Bank of Italy’s AIFM register under no.127.

Diversified Global Asset Management Corporation holds an exempt market dealer license with Ontario Securities Commission to facilitate certain Carlyle fund marketing activities in Canada.

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.

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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.

“Risk Factors—Risks Related to Our Company—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,” “—Risks Related to Our Company—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 “—Risks Related to Our Company—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.

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.”

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.

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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.

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 (https://www.facebook.com/onecarlyle), our corporate Twitter 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) and our corporate YouTube channel (www.youtube.com/user/onecarlyle) as channels of distribution of material company information.

We use our website (www.carlyle.com), our corporate Facebook page (www.facebook.com/onecarlyle), our corporate Twitter 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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business