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Item 8. Financial Statements and Supplementary Data

2022-03-10 compared with 2021-03-12 · 635 added, 427 removed, 883 unchanged (55% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Set forth below is an index to our financial statements included in this Annual Report.

Set forth below is an index to our financial statements attached to this Annual Report.

NUVEEN CHURCHILL DIRECT LENDING CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Assets and Liabilities as of December 31, 2021 and 2020

Consolidated Statements of Operations for the Years and Period Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Changes in Net Assets for the Years and Period Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Cash Flows for the Years and Period Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash flows for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Schedules of Investments as of December 31, 2021 and 2020

4 unchanged sentences

We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of Nuveen Churchill Direct Lending Corp.

and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in net assets and cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations, changes in its net assets and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations, changes in its net assets and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

17 unchanged sentences

We have served as the Company’s auditor since 2019.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholder of

Churchill Middle Market CLO V Ltd.

Opinion on the financial statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Churchill Middle Market CLO V Ltd.

(a Cayman Islands limited liability exempted company and Predecessor Entity to Nuveen Churchill Direct Lending Corp.) (the “Company”) as of December 31, 2018, the related statements of operations, changes in net assets, and cash flows for the period from January 12, 2018 (commencement of operations) through December 31, 2018, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the period from January 12, 2018 (commencement of operations), through December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian.

We believe that our audit provides a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We served as the Company’s auditor from 2018 to 2019.

Charlotte, North Carolina

January 23, 2020

NUVEEN CHURCHILL DIRECT LENDING CORP.

13 unchanged sentences

$ 406,365 $ 188,275

Payable for investments purchased 25,744 —

Interest payable 2,073 1,276

Due to adviser expense support (See Note 4 )

Due to affiliate — 9

Management fees payable 1,376 528

16 unchanged sentences

(dollars in thousands, except share and per share data)

For the Years Ended December 31, For the period from January 12, 2018 (Commencement of Operations) through December 31,

For the Years Ended December 31,

2021 2020 2019

3 unchanged sentences

Payment-in-kind interest income 113 28 —

Dividend income 213 — —

Other income 1,062 257 365

14 unchanged sentences

Excise taxes — — 4

Net investment income after excise taxes 5,215 6,417 1,708

Net investment income 20,253 5,215 6,417

Realized and unrealized gain (loss) on investments:

11 unchanged sentences

(dollars in thousands, except share and per share data)

For the Years Ended December 31, For the period from January 12, 2018 (Commencement of Operations) through December 31,

For the Years Ended December 31,

2021 2020 2019

5 unchanged sentences

Shareholder distributions:

Distributions of investment income (5,637) (5,628) (882)

Distributions declared from earnings (1)

(20,320) (5,637) (5,628)

Net increase (decrease) in net assets resulting from shareholder distributions (20,320) (5,637) (5,628)

8 unchanged sentences

Net assets, at end of period $ 374,051 $ 157,641 $ 66,211

_______________

(1) For the years ended December 31, 2021, 2020 and 2019, distributions declared from earnings were derived from net investment income and capital gains.

Refer to " Note 9.

Income Tax " for further details.

See Notes to Consolidated Financial Statements

2 unchanged sentences

(dollars in thousands, except share and per share data)

For the Years Ended December 31, For the period from January 12, 2018 (Commencement of Operations) through December 31,

For the Years Ended December 31,

2021 2020 2019

43 unchanged sentences

See Notes to Consolidated Financial Statements

The following tables provide a reconciliation of cash and cash equivalents and restricted cash reported on the consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts on the Consolidated Statements of Cash Flows (dollars in thousands):

For the Years Ended December 31, For the period from January 12, 2018 (Commencement of Operations) through December 31,

2020 2019 2018

The following tables provide a reconciliation of cash and cash equivalents and restricted cash reported on the consolidated Statements of Assets and Liabilities that sum to the total of comparable amounts on the Consolidated Statements of Cash Flows (dollars in thousands):

December 31, 2021 December 31, 2020 December 31, 2019

Cash and cash equivalents $ 35,186 $ 12,608 $ 3,421

18 unchanged sentences

Total Aerospace & Defense 31,861 32,171 8.6 %

Tailwind Randy's LLC (6) (9) First Lien Term Loan L + 5.00% 6.00 % 5/16/2025 3,283 3,263 3,293 2.1 %

Tailwind Randy's LLC (Delayed Draw) (9) First Lien Term Loan L + 5.00% 6.00 % 5/16/2025 665 344 350 0.2 %

Classic Collision (Incremental) (6) (13) First Lien Term Loan L + 5.00% 6.00 % 1/14/2026 7,910 7,833 7,868 2.1 %

Classic Collision (Delayed Draw) (Incremental) (6) (11) (13) First Lien Term Loan L + 5.00% 6.00 % 1/14/2026 7,063 4,099 4,062 1.1 %

Covercraft Subordinated Debt N/A 10.00% (Cash) 0.75%(PIK) 2/21/2028 7,367 7,225 7,293 1.9 %

Covercraft (Delayed Draw) (11) Subordinated Debt N/A 10.00% (Cash) 0.75%(PIK) 2/21/2028 4,386 — (44) — %

JEGS Automotive (6) First Lien Term Loan L + 5.75% 6.75 % 12/22/2027 4,070 4,029 4,029 1.1 %

JEGS Automotive (Delayed Draw) (6) (11) First Lien Term Loan L + 5.75% 6.75 % 12/22/2027 930 — (9) — %

Tailwind Randy's LLC (6) (9) First Lien Term Loan S + 5.50% 6.50 % 5/16/2025 3,250 3,234 3,221 0.9 %

Tailwind Randy's LLC (9) (13) First Lien Term Loan S + 5.50% 6.50 % 5/16/2025 1,084 1,075 1,075 0.3 %

Tailwind Randy's LLC (6) (9) (13) First Lien Term Loan S + 5.50% 6.50 % 5/16/2025 4,994 4,944 4,950 1.3 %

Tailwind Randy's LLC (Delayed Draw) (6) (9) First Lien Term Loan S + 5.50% 6.50 % 5/16/2025 660 656 654 0.1 %

Total Automotive 33,095 33,099 8.8 %

2 unchanged sentences

Bankruptcy Management Solutions Inc (6) First Lien Term Loan L + 4.50% 4.60 % 2/28/2025 3,890 3,909 3,859 1.0 %

Minotaur Acquisition Inc (6) First Lien Term Loan L + 5.00% 5.15 % 3/27/2026 4,913 4,855 4,874 3.1 %

Payment Alliance International Inc (6) First Lien Term Loan L + 5.25% 6.25 % 1/31/2025 6,737 6,731 6,761 4.3 %

PCF Insurance (Delayed Draw) (6) (9) (13) First Lien Term Loan L + 6.25% 7.25 % 3/31/2026 13,000 3,006 3,009 1.9 %

Long Term Care Group (6) (9) (13) First Lien Term Loan L + 6.00% 6.75 % 9/8/2027 6,721 6,657 6,681 1.8 %

Vensure Employer Services (6) (13) First Lien Term Loan L + 4.75% 5.50 % 3/26/2027 10,711 10,650 10,711 2.9 %

Vensure Employer Services (Delayed Draw) (6) (11) (13) First Lien Term Loan L + 4.75% 5.50 % 3/26/2027 4,239 693 693 0.2 %

Total Banking, Finance, Insurance, Real Estate 27,914 27,996 7.5 %

Beverage, Food & Tobacco

GA Foods (6) (13) First Lien Term Loan L + 4.75% 5.75 % 12/1/2026 6,136 6,076 6,077 3.9 %

Handgards (6) (13) First Lien Term Loan L + 7.00% 8.00 % 10/14/2026 14,963 14,671 14,685 9.3 %

KSLB Holdings LLC (6) First Lien Term Loan L + 4.50% 5.50 % 7/30/2025 2,940 2,905 2,837 1.8 %

Total Beverage, Food & Tobacco 23,652 23,599 15.0 %

See Notes to Consolidated Financial Statements

8 unchanged sentences

% of Net Assets (5)

Beverage, Food & Tobacco

Death Wish Coffee (6) (9) (13) First Lien Term Loan L + 5.25% 6.25 % 9/28/2027 10,000 9,904 9,895 2.7 %

GA Foods (6) (13) First Lien Term Loan L + 5.00% 6.00 % 12/1/2026 14,888 14,761 14,705 3.9 %

Handgards (6) (13) First Lien Term Loan L + 7.00% 8.00 % 10/14/2026 14,813 14,568 14,961 4.0 %

KSLB Holdings LLC (6) First Lien Term Loan L + 4.50% 5.50 % 7/30/2025 2,910 2,882 2,682 0.7 %

Rise Baking (6) (9) (13) First Lien Term Loan L + 6.25% 7.25 % 8/13/2027 15,000 14,789 14,754 3.9 %

Watermill Express, LLC (6) (9) (13) First Lien Term Loan L + 5.25% 6.25 % 4/20/2027 3,323 3,293 3,328 0.9 %

Watermill Express, LLC (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 5.25% 6.25 % 4/20/2027 318 — — — %

Total Beverage, Food & Tobacco 60,197 60,325 16.1 %

Capital Equipment

Blackbird Purchaser Inc (6) First Lien Term Loan L + 4.50% 4.75 % 4/8/2026 3,936 3,899 3,854 2.4 %

Blackbird Purchaser Inc.

(6) (13) First Lien Term Loan L + 4.50% 5.25 % 4/8/2026 6,170 6,117 6,132 1.6 %

Blackbird Purchaser Inc.

(Delayed Draw) (6) (11) (13) First Lien Term Loan L + 4.50% 5.25 % 4/8/2026 2,708 (27) (17) — %

Blackbird Purchaser Inc (Delayed Draw) (6) (11) (13) First Lien Term Loan L + 4.50% 5.25 % 4/8/2026 1,110 (11) (7) — %

Heartland Home Services (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 12/15/2026 6,600 6,542 6,666 1.8 %

Heartland Home Services (Delayed Draw) (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 12/15/2026 2,624 2,624 2,650 0.7 %

Heartland Home Services (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 6.00% 7.00 % 12/15/2026 5,722 2,905 2,991 0.8 %

PT Intermediate Holdings III, LLC (6) (9) (13) First Lien Term Loan L + 5.50% 6.25 % 11/1/2028 8,913 8,824 8,829 2.4 %

Total Capital Equipment 26,974 27,244 7.3 %

Chemicals, Plastics, & Rubber

Ascensus (9) (15) Subordinated Debt L + 6.50% 7.00 % 8/2/2029 8,000 7,922 8,043 2.2 %

Ascensus Specialties (6) (9) (13) First Lien Term Loan L + 4.25% 5.00 % 6/30/2028 9,930 9,742 9,850 2.6 %

Boulder Scientific Company LLC (6) First Lien Term Loan L + 4.50% 5.50 % 12/29/2025 2,242 2,252 2,226 0.6 %

Spartech (6) (9) (13) First Lien Term Loan L + 4.75% 5.50 % 5/5/2028 10,058 9,963 10,132 2.7 %

Total Chemicals, Plastics, & Rubber 29,879 30,251 8.1 %

Construction & Building

SPI LLC (6) First Lien Term Loan L + 5.00% 6.00 % 11/1/2023 4,126 4,149 4,067 2.6 %

Erie Construction (6) (13) First Lien Term Loan L + 4.75% 5.75 % 7/30/2027 11,032 10,924 11,032 2.9 %

Sciens Building Solutions, LLC (6) (9) (13) First Lien Term Loan L + 5.75% 6.50 % 12/15/2027 9,505 9,316 9,316 2.5 %

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (2)

Footnotes Investment Spread Above Reference Rate (3)

Interest Rate (3)

Maturity Date Par Amount Amortized Cost Fair Value (4)

% of Net Assets (5)

Sciens Building Solutions, LLC (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 5.75% 6.50 % 12/15/2027 4,950 (49) (98) — %

Total Construction & Building 20,191 20,250 5.4 %

Consumer Goods:

Fetch Acquisition LLC (6) (9) First Lien Term Loan L + 4.50% 5.50 % 5/22/2024 3,868 3,827 3,843 2.5 %

Fetch Acquisition LLC (6) (9) First Lien Term Loan L + 4.50% 5.50 % 5/22/2024 1,638 1,605 1,628 1.0 %

All My Sons (6) (13) First Lien Term Loan L + 5.00% 5.75 % 10/25/2028 5,710 5,654 5,657 1.5 %

Halo Buyer Inc (6) (15) First Lien Term Loan L + 4.50% 5.50 % 6/30/2025 5,789 5,732 5,456 1.5 %

Petmate (6) (13) First Lien Term Loan L + 5.50% 6.25 % 9/15/2028 10,000 9,900 9,906 2.6 %

Total Consumer Goods:

1 unchanged sentence

Consumer Goods:

Arcadia Consumer Health (6) (9) (13) First Lien Term Loan L + 5.00% 5.75 % 9/10/2027 12,862 12,740 12,762 3.4 %

Badger Sportswear Acquisition Inc (6) First Lien Term Loan L + 4.50% 5.75 % 9/11/2023 3,860 3,811 3,697 1.0 %

Kramer Laboratories Inc (6) First Lien Term Loan L + 5.25% 6.25 % 6/22/2024 2,928 2,890 2,875 1.8 %

Kramer Laboratories Inc (Incremental) (6) (13) First Lien Term Loan L + 5.75% 6.75 % 6/22/2024 12,027 11,855 11,860 7.5 %

FoodScience (6) (13) First Lien Term Loan L + 4.75% 5.75 % 3/1/2027 7,903 7,831 7,902 2.1 %

FoodScience (6) (13) First Lien Term Loan L + 4.75% 5.75 % 3/1/2027 7,022 6,955 7,021 1.9 %

Market Performance Group (6) (13) First Lien Term Loan L + 5.50% 6.50 % 12/29/2026 7,425 7,391 7,425 2.0 %

Market Performance Group (6) (13) First Lien Term Loan L + 5.75% 6.75 % 12/29/2026 2,556 2,531 2,556 0.7 %

Total Consumer Goods:

3 unchanged sentences

B2B Packaging (Delayed Draw) (6) (13) First Lien Term Loan L + 6.50% 7.50 % 10/7/2026 1,359 1,342 1,363 0.4 %

Brook & Whittle Holding Corp (6) (9) First Lien Term Loan L + 5.25% 6.25 % 10/17/2024 2,744 2,732 2,710 1.7 %

Brook & Whittle Holding Corp (Incremental) (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 10/17/2024 10,256 10,157 10,160 6.5 %

B2B Packaging (Delayed Draw) (6) (13) First Lien Term Loan L + 6.50% 7.50 % 10/7/2026 6,218 6,218 6,236 1.7 %

B2B Packaging (Delayed Draw) (11) (13) First Lien Term Loan L + 6.50% 7.50 % 10/7/2026 3,258 923 933 0.2 %

Good2Grow (6) (9) (13) First Lien Term Loan L + 4.50% 5.50 % 12/1/2027 10,000 9,900 9,903 2.7 %

Specialized Packaging Group (6) (7) (10) (13) First Lien Term Loan L + 5.50% 6.50 % 12/17/2025 3,044 3,017 3,075 0.8 %

Specialized Packaging Group (6) (7) (10) (13) First Lien Term Loan L + 5.50% 6.50 % 12/17/2025 7,425 7,364 7,499 2.0 %

Total Containers, Packaging & Glass 32,824 33,132 8.9 %

Environmental Industries

Cadmus (6) First Lien Term Loan L + 5.00% 6.00 % 9/14/2027 3,333 3,302 3,332 0.9 %

Cadmus (Delayed Draw) (6) (11) First Lien Term Loan L + 4.75% 6.00 % 9/14/2027 1,667 — (1) — %

See Notes to Consolidated Financial Statements

8 unchanged sentences

% of Net Assets (5)

Good2Grow LLC (6) First Lien Term Loan L + 4.25% 5.25 % 11/16/2024 3,002 3,005 3,021 1.9 %

Resource Label Group LLC (6) First Lien Term Loan L + 4.50% 5.50 % 5/26/2023 2,915 2,873 2,898 1.8 %

Resource Label Group LLC (Incremental) (6) First Lien Term Loan L + 5.00% 7.25 % 5/26/2023 1,043 1,037 1,037 0.7 %

Resource Label Group LLC (Delayed Draw) (6) (11) First Lien Term Loan L + 5.00% 7.25 % 5/26/2023 1,043 (5) (5) — %

Specialized Packaging Group (6) (7) (10) (13) First Lien Term Loan L + 5.50% 6.50 % 12/17/2025 7,500 7,425 7,426 4.7 %

Total Containers, Packaging & Glass 32,491 32,517 20.6 %

The Facilities Group (6) (9) (13) First Lien Term Loan L + 5.75% 6.75 % 11/30/2027 4,971 4,922 4,923 1.3 %

The Facilities Group (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 5.75% 6.75 % 11/30/2027 5,029 2,514 2,465 0.7 %

Total Environmental Industries 10,738 10,719 2.9 %

Healthcare & Pharmaceuticals

Anne Arundel Subordinated Debt N/A 10.00% (Cash) 1.00% (PIK) 4/16/2026 1,838 1,802 1,804 1.1 %

Anne Arundel (Delayed Draw) Subordinated Debt N/A 10.00% (Cash) 1.00% (PIK) 4/16/2026 967 317 318 0.2 %

Affinity Hospice (6) (9) (13) First Lien Term Loan L + 4.75% 5.75 % 12/17/2027 6,190 6,110 6,129 1.6 %

Affinity Hospice (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 4.75% 5.75 % 12/17/2027 3,809 — (38) — %

Anne Arundel First Lien Term Loan N/A 11.00 % 4/16/2026 2,193 2,128 2,128 0.6 %

Anne Arundel Subordinated Debt N/A 11.00 % 4/16/2026 1,838 1,808 1,800 0.5 %

Anne Arundel (Delayed Draw) (11) Subordinated Debt N/A 11.00 % 4/16/2026 2,258 1,289 1,257 0.3 %

Genesee Scientific (6) (9) (13) First Lien Term Loan L + 4.50% 7.75 % 9/30/2027 6,080 6,022 6,002 1.6 %

Genesee Scientific (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 4.50% 5.50 % 9/30/2027 2,027 — (26) — %

GHR Healthcare (6) (13) First Lien Term Loan L + 5.25% 6.25 % 12/9/2027 6,532 6,467 6,468 1.7 %

GHR Healthcare (6) (11) (13) First Lien Term Loan L + 5.25% 6.25 % 12/9/2027 3,458 — (34) — %

Midwest Eye Consultants (6) (13) First Lien Term Loan L + 4.50% 5.50 % 8/20/2027 9,198 9,110 9,095 2.4 %

PromptCare (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 9/1/2027 8,372 8,218 8,234 2.2 %

PromptCare (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 6.00% 7.00 % 9/1/2027 3,551 729 706 0.2 %

Quorum Health Resources, LLC (6) (13) First Lien Term Loan L + 5.25% 6.25 % 5/28/2027 7,837 7,763 7,785 2.1 %

SM Wellness Holdings, Inc (6) (13) First Lien Term Loan L + 4.75% 5.50 % 4/17/2028 13,811 13,682 13,754 3.7 %

SM Wellness Holdings, Inc (Delayed Draw) (6) (11) (13) First Lien Term Loan L + 4.75% 5.50 % 4/17/2028 1,154 877 872 0.2 %

Total Healthcare & Pharmaceuticals 64,203 64,132 17.1 %

High Tech Industries

Brillio LLC (6) First Lien Term Loan L + 4.75% 5.75 % 2/6/2025 2,955 2,956 2,977 1.9 %

Brillio LLC (Delayed Draw) (6) First Lien Term Loan L + 4.75% 5.75 % 2/6/2025 1,000 500 507 0.3 %

Argano, LLC (6) (13) First Lien Term Loan L + 5.50% 6.50 % 6/10/2026 5,749 5,697 5,706 1.5 %

Argano, LLC (Delayed Draw) (6) (11) (13) First Lien Term Loan L + 5.50% 6.50 % 6/10/2026 2,539 1,498 1,479 0.4 %

Diligent Corporation (9) (13) First Lien Term Loan L + 5.75% 6.75 % 7/31/2025 1,506 1,493 1,496 0.4 %

Diligent Corporation (6) (9) First Lien Term Loan L + 6.25% 7.25 % 8/4/2025 12,728 12,690 12,841 3.4 %

Diligent Corporation (9) (13) First Lien Term Loan L + 5.75% 6.75 % 8/4/2025 3,456 3,427 3,432 0.9 %

Diligent Corporation (Delayed Draw) (9) (11) First Lien Term Loan L + 6.25% 7.25 % 7/31/2025 502 99 112 — %

E2Open LLC (6) (9) First Lien Term Loan L + 5.75% 6.75 % 11/26/2024 3,950 3,910 3,950 2.5 %

Eliassen Group LLC (6) (13) First Lien Term Loan L + 4.25% 4.35 % 11/5/2024 8,729 8,695 8,729 2.3 %

Exterro (6) (9) (13) First Lien Term Loan L + 5.50% 6.50 % 6/3/2024 9,474 9,408 9,529 2.6 %

MBS Holdings Inc (6) First Lien Term Loan L + 4.25% 5.25 % 7/2/2023 6,310 6,311 6,317 4.0 %

Northern Star Industries Inc (6) First Lien Term Loan L + 4.75% 5.75 % 3/28/2025 2,289 2,275 2,221 1.4 %

North Haven CS Acquisition Inc (6) First Lien Term Loan L + 5.25% 6.25 % 1/23/2025 6,878 6,875 6,776 4.3 %

SmartWave (6) (13) First Lien Term Loan L + 6.00% 7.00 % 11/2/2026 9,499 9,382 9,386 6.0 %

Total High Tech Industries 58,505 58,438 37.1 %

Hotel, Gaming & Leisure

Eagletree-Carbide Acquisition Corp (6) First Lien Term Loan L + 3.75% 4.75 % 8/28/2024 2,676 2,631 2,670 1.7 %

Total Hotel, Gaming & Leisure 2,631 2,670 1.7 %

See Notes to Consolidated Financial Statements

8 unchanged sentences

% of Net Assets (5)

Fineline Merger Subordinated Debt L + 9.00% 10.00 % 8/22/2028 2,941 2,901 2,971 0.8 %

Northern Star Industries Inc (6) First Lien Term Loan L + 4.75% 5.75 % 3/28/2025 3,321 3,305 3,304 0.9 %

North Haven CS Acquisition Inc First Lien Term Loan L + 5.25% 6.25 % 1/23/2025 6,808 6,807 6,762 1.8 %

(6) First Lien Term Loan L + 4.75% 5.75 % 10/21/2026 4,933 4,885 4,887 1.3 %

Revalize (Delayed Draw) (9) (13) First Lien Term Loan L + 5.25% 6.25 % 4/15/2027 4,326 4,311 4,278 1.1 %

Revalize (Delayed Draw) (6) (9) First Lien Term Loan L + 5.25% 6.25 % 4/15/2027 1,078 1,067 1,066 0.3 %

Revalize (Delayed Draw) (6) (9) (11) First Lien Term Loan L + 5.75% 6.75 % 4/15/2027 1,627 (8) (18) — %

Solve Industrial Motion Group Subordinated Debt N/A 10.75 % 6/30/2028 1,763 1,728 1,733 0.5 %

Solve Industrial Motion Group (Delayed Draw) (11) Subordinated Debt N/A 10.75 % 6/30/2028 1,175 911 891 0.2 %

SmartWave (6) (13) First Lien Term Loan L + 5.50% 6.50 % 11/2/2026 9,404 9,303 9,404 2.5 %

Total High Tech Industries 78,217 78,602 20.9 %

Advertising, Printing & Publishing

Tinuiti (6) (9) (13) First Lien Term Loan L + 4.50% 5.50 % 12/10/2026 3,009 2,977 3,009 0.8 %

Tinuiti Inc (Delayed Draw) (Incremental) (6) (9) (11) (13) First Lien Term Loan L + 4.50% 5.50 % 12/10/2026 10,008 — — — %

Tinuiti (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 4.50% 5.50 % 12/10/2026 1,958 387 389 0.1 %

1 unchanged sentence

Diversified & Production

CVI Parent (6) (13) First Lien Term Loan L + 4.50% 5.50 % 8/12/2027 2,946 2,918 2,926 0.8 %

Spectrio II (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 12/9/2026 8,206 8,135 8,288 2.2 %

Spectrio II (Delayed Draw) (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 12/9/2026 2,915 2,891 2,945 0.8 %

Spectrio II (Delayed Draw) (9) (11) (13) First Lien Term Loan L + 6.00% 7.00 % 12/9/2026 3,823 (18) 38 — %

Diversified & Production 13,926 14,197 3.8 %

Pet Holdings ULC (6) (7) (10) First Lien Term Loan L + 5.50% 6.50 % 7/5/2022 2,620 2,616 2,595 1.7 %

Pet Holdings ULC (Delayed Draw) (6) (7) (10) First Lien Term Loan L + 5.50% 6.50 % 7/5/2022 295 295 293 0.2 %

Pet Supplies Plus LLC (6) First Lien Term Loan L + 4.25% 5.25 % 12/12/2024 5,890 5,885 5,905 3.7 %

Syndigo (6) (9) (13) First Lien Term Loan L + 4.50% 5.25 % 12/10/2027 5,955 5,981 5,955 1.6 %

Total Retail 5,981 5,955 1.6 %

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (2)

Footnotes Investment Spread Above Reference Rate (3)

Interest Rate (3)

Maturity Date Par Amount Amortized Cost Fair Value (4)

% of Net Assets (5)

Big Truck Rental Subordinated Debt L + 8.00% 9.00 % 9/23/2027 12,500 12,257 12,258 3.3 %

Bounteous (6) (9) (13) First Lien Term Loan L + 5.00% 6.00 % 8/2/2027 5,457 5,404 5,414 1.4 %

Bounteous (6) (9) (13) First Lien Term Loan L + 5.00% 6.00 % 8/2/2027 2,233 2,211 2,216 0.6 %

Bounteous (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 5.00% 6.00 % 8/2/2027 4,466 — (35) — %

Bounteous (Delayed Draw) (6) (9) (13) First Lien Term Loan L + 5.00% 6.00 % 8/2/2027 2,822 2,796 2,800 0.7 %

Bullhorn Inc (6) (9) (13) First Lien Term Loan L + 5.75% 6.75 % 9/30/2026 12,679 12,526 12,743 3.4 %

Bullhorn (Delayed Draw) (9) (11) (13) First Lien Term Loan L + 5.75% 6.75 % 9/30/2026 1,300 (6) 7 — %

BusinesSolver (6) (9) (13) First Lien Term Loan L + 5.75% 6.50 % 12/1/2027 7,879 7,801 7,802 2.1 %

BusinesSolver (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 5.75% 6.50 % 12/1/2027 2,121 (11) (21) — %

Career Now Subordinated Debt N/A 10.00% (Cash) 1.00%(PIK) 3/30/2027 3,024 2,965 2,967 0.8 %

Cornerstone Advisors of Arizona LLC (6) (13) First Lien Term Loan L + 5.50% 6.50 % 9/24/2026 2,342 2,323 2,366 0.6 %

Cornerstone Advisors of Arizona, LLC (6) (13) First Lien Term Loan L + 5.50% 6.50 % 9/24/2026 315 312 318 0.1 %

Cornerstone Advisors of Arizona LLC (Delayed Draw) (6) (13) First Lien Term Loan L + 5.50% 6.50 % 9/24/2026 215 214 217 0.1 %

E78 (6) (13) First Lien Term Loan L + 5.50% 6.50 % 12/1/2027 5,714 5,657 5,659 1.5 %

E78 (Delayed Draw) (6) (11) (13) First Lien Term Loan L + 5.50% 6.50 % 12/1/2027 4,286 (42) (42) — %

Gabriel Partners LLC (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 9/21/2026 9,433 9,351 9,433 2.5 %

Gabriel Partners, LLC (Incremental) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 9/21/2026 3,893 3,857 3,893 1.0 %

Gabriel Partners LLC (Delayed Draw) (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 9/21/2026 1,571 1,571 1,571 0.4 %

2 unchanged sentences

LSCS Holdings Inc (6) (13) First Lien Term Loan L + 4.50% 5.00 % 12/16/2028 10,000 9,950 9,955 2.7 %

LSCS Holdings Inc (Delayed Draw) (6) First Lien Term Loan L + 4.25% 4.51 % 3/16/2025 424 420 417 0.3 %

LYNX FRANCHISING, LLC (6) (9) (13) First Lien Term Loan L + 6.25% 7.25 % 12/23/2026 10,000 9,900 9,901 2.6 %

Output Services Group Inc (6) First Lien Term Loan L + 4.50% 5.50 % 3/27/2024 3,869 3,860 3,331 0.9 %

Worldwide Clinical Trials Holdings Inc (6) First Lien Term Loan L + 4.50% 5.50 % 12/5/2024 3,939 3,913 3,948 2.5 %

Total Services:

Business 50,626 51,096 32.4 %

Plaze Subordinated Debt L + 7.50% 8.50 % 7/7/2028 15,000 14,568 14,719 3.9 %

Scaled Agile (6) (9) (13) First Lien Term Loan L + 5.50% 6.50 % 12/15/2028 8,077 7,997 7,997 2.1 %

Scaled Agile (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 5.50% 6.50 % 12/15/2028 1,923 — (19) — %

Smile Brands Subordinated Debt L + 8.50% 9.25 % 4/13/2026 9,597 9,462 9,503 2.5 %

Smile Brands (Delayed Draw) (11) Subordinated Debt L + 8.50% 9.25 % 4/13/2026 1,959 — (19) — %

See Notes to Consolidated Financial Statements

8 unchanged sentences

% of Net Assets (5)

Soliant Health (6) (13) First Lien Term Loan L + 4.25% 5.00 % 3/31/2028 9,325 9,260 9,309 2.5 %

Vital Records Control (6) (9) (13) First Lien Term Loan L + 5.50% 6.25 % 6/29/2027 4,003 3,947 3,944 1.1 %

Vital Records Control (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 5.50% 6.25 % 6/29/2027 670 255 255 0.1 %

Worldwide Clinical Trials Holdings Inc (6) First Lien Term Loan L + 4.50% 5.50 % 12/5/2024 3,898 3,879 3,898 1.0 %

Worldwide Clinical Trials Holdings Inc (Incremental) (6) (13) First Lien Term Loan L + 4.50% 5.50 % 12/5/2024 6,183 6,131 6,183 1.7 %

Total Services:

Business 165,380 165,755 44.2 %

NJEye LLC (6) First Lien Term Loan L + 5.25% 6.25 % 9/17/2024 5,382 5,353 5,214 1.4 %

6 unchanged sentences

Telecommunications

Ensono LP (6) First Lien Term Loan L + 5.25% 5.40 % 6/27/2025 2,437 2,427 2,360 1.5 %

BCM One (6) (13) First Lien Term Loan L + 4.50% 5.50 % 11/17/2027 6,388 6,388 6,342 1.7 %

BCM One (Delayed Draw) (6) (11) First Lien Term Loan L + 4.50% 5.50 % 11/17/2027 1,858 — (13) — %

Corbett Technology Solutions, Inc.

("CTSI") (6) (13) First Lien Term Loan L + 5.00% 6.00 % 10/29/2027 5,873 5,816 5,818 1.6 %

Corbett Technology Solutions, Inc.

("CTSI") (Delayed Draw) (6) (13) First Lien Term Loan L + 5.00% 6.00 % 10/29/2027 4,126 4,126 4,088 1.1 %

Mobile Communications America Inc (Incremental) (6) First Lien Term Loan L + 5.00% 6.00 % 3/4/2025 690 688 690 0.2 %

Mobile Communications America Inc (6) First Lien Term Loan L + 4.25% 5.25 % 3/4/2025 3,896 3,905 3,847 1.0 %

Momentum Telecom II (6) (9) (13) First Lien Term Loan L + 5.75% 6.75 % 4/16/2027 10,260 10,166 10,233 2.7 %

Sapphire Telecom Inc (6) (9) First Lien Term Loan L + 5.25% 6.25% (Cash) 1.00% (PIK) 11/20/2025 6,775 6,727 5,713 1.5 %

Tyto Athene, LLC (6) (13) First Lien Term Loan L + 5.50% 6.25 % 4/3/2028 7,644 7,571 7,644 2.1 %

Total Telecommunications 45,387 44,362 11.9 %

1 unchanged sentence

A&R Logistics Holdings Inc (6) (9) First Lien Term Loan L + 6.50% 7.50 % 5/3/2025 4,457 4,422 4,502 1.2 %

ENC Holding Corporation (6) First Lien Term Loan L + 4.00% 4.22 % 5/30/2025 4,153 4,168 4,006 2.5 %

Globaltranz Enterprises LLC (6) First Lien Term Loan L + 5.00% 5.15 % 5/15/2026 2,256 2,196 2,120 1.3 %

A&R Logistics Holdings, Inc (Incremental) (6) (9) First Lien Term Loan L + 6.50% 7.50 % 5/3/2025 263 261 266 0.1 %

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (2)

Footnotes Investment Spread Above Reference Rate (3)

Interest Rate (3)

Maturity Date Par Amount Amortized Cost Fair Value (4)

% of Net Assets (5)

A&R Logistics Holdings, Inc (Incremental) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 5/3/2025 913 904 913 0.2 %

SEKO Global Logistics (6) First Lien Term Loan L + 5.00% 6.00 % 12/30/2026 1,148 1,137 1,149 0.3 %

SEKO Global Logistics Subordinated Debt L + 9.00% 10.00 % 6/30/2027 9,834 9,651 9,932 2.7 %

1 unchanged sentence

TI ACQUISITION NC LLC (6) First Lien Term Loan L + 4.25% 5.25 % 3/19/2027 2,838 2,744 2,832 0.8 %

Wittichen Supply Subordinated Debt N/A 10.00% (Cash) 2.00% (PIK) 7/31/2028 4,172 4,094 4,108 1.1 %

Wittichen Supply (Delayed Draw) (11) Subordinated Debt N/A 10.00% (Cash) 2.00% (PIK) 7/31/2028 2,311 — (35) — %

Total Transportation:

Cargo 23,213 23,676 6.4 %

TPC Wire & Cable Subordinated Debt N/A 10.00% (Cash) 1.00% (PIK) 2/16/2028 2,167 2,139 2,136 0.6 %

TPC Wire & Cable (Delayed Draw) (11) Subordinated Debt N/A 10.00% (Cash) 1.00% (PIK) 2/16/2028 938 (8) (13) — %

Warrior Acquisition Inc (6) First Lien Term Loan L + 5.50% 6.50 % 9/16/2026 1,966 1,940 1,880 0.5 %

2 unchanged sentences

Electric 4,071 3,976 1.1 %

Go Engineer (6) (9) (13) First Lien Term Loan L + 5.50% 6.50 % 12/21/2027 11,808 11,691 11,691 3.1 %

Go Engineer (6) (9) (11) (13) First Lien Term Loan L + 5.50% 6.50 % 12/21/2027 3,191 (32) (32) — %

Total Wholesale 11,659 11,659 3.1 %

Total Debt Investments 764,348 764,880 204.5 %

Equity Investments - 2.2%

Covercraft (8) (14) Limited Partnership Interest N/A — % N/A 1 768 873 0.2 %

Total Automotive 768 873 0.2 %

Construction & Building

See Notes to Consolidated Financial Statements

8 unchanged sentences

% of Net Assets (5)

Equity Investments - 1.3%

Erie Construction (8) (14) Limited Partnership Interest N/A — % N/A — 166 270 0.1 %

Total Construction & Building 166 270 0.1 %

Consumer Goods:

FoodScience (8) (14) Limited Partnership Interest N/A — % N/A — 98 118 — %

FoodScience (8) (14) Limited Partnership Interest N/A — % N/A 5 5 6 — %

Total Consumer Goods:

Non-durable 103 124 — %

Containers, Packaging & Glass

Specialized Packaging Group (7) (8) (10) (14) Limited Partnership Interest N/A — % N/A 122 122 155 — %

Specialized Packaging Group (7) (8) (10) (14) Limited Partnership Interest N/A — % N/A 11 11 11 — %

Total Containers, Packaging & Glass 133 166 — %

2 unchanged sentences

Total Healthcare & Pharmaceuticals 645 761 0.2 %

High Tech Industries

Solve Industrial Motion Group (8) (14) Limited Partnership Interest N/A — % N/A — 313 327 0.1 %

Total High Tech Industries 313 327 0.1 %

Career Now (8) (14) Limited Partnership Interest N/A — % N/A 624 624 629 0.2 %

E78 (8) (14) Limited Partnership Interest N/A — % N/A — 310 310 0.1 %

Hasa Inc (8) Limited Partnership Interest N/A — % N/A 645 645 958 0.3 %

3 unchanged sentences

SEKO Global Logistics (8) (14) Limited Partnership Interest N/A — % N/A 671 332 1,651 0.4 %

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (2)

Footnotes Investment Spread Above Reference Rate (3)

Interest Rate (3)

Maturity Date Par Amount Amortized Cost Fair Value (4)

% of Net Assets (5)

Wittichen Supply (8) (14) Limited Partnership Interest N/A — % N/A 2 1,911 2,064 0.6 %

Total Transportation:

10 unchanged sentences

(2) Unless otherwise indicated, issuers of debt and equity held by the Company are domiciled in the United States.

(3) The majority of the investments bear interest at rates that may be determined by reference to London Interbank Offered Rate (“LIBOR” or "L") which reset monthly or quarterly.

For each such investment, the Fund has provided the spread over LIBOR and the current contractual interest rate in effect at December 31, 2020.

As of December 31, 2020, rates for 1M L, 2M L, 3M L and 6M L are 0.14%, 0.19%, 0.24%, and 0.26% respectively.

(3) The majority of the investments bear interest at rates that may be determined by reference to London Interbank Offered Rate (“LIBOR” or "L"), as well as Secured Overnight Financing Rate ("SOFR" or "S"), which reset monthly or quarterly.

For each such investment, the Company has provided the spread over LIBOR and SOFR and the current contractual interest rate in effect at December 31, 2021.

As of December 31, 2021, rates for 1M L, 2M L, 3M L, 6M L and 12M L are 0.10%, 0.15%, 0.21%, 0.34% and 0.58% respectively.

As of December 31, 2021, rate for 1M S ("SOFR") is 0.05%.

For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of December 31, 2021.

1 unchanged sentence

For fixed rate loans, a spread above a reference rate is not applicable.

(4) Investment valued using unobservable inputs (Level 3).

(4) All investments valued using unobservable inputs (Level 3), unless otherwise noted.

See Note 3 “Fair Value Measurements” for more information.

(5) Percentage is based on net assets of $374,051 as of December 31, 2021.

3 unchanged sentences

Accordingly, such assets are not available to creditors of the Company.

The principal place of business for Pet Holdings ULC and Specialized Packing Group is Canada.

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2020

(dollars in thousands)

(7) This portfolio company is not domiciled in the United States.

The principal place of business for Specialized Packing Group is Canada.

(8) Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be a “restricted security” under the Securities Act.

As of December 31, 2020, the Company held four restricted securities with an aggregate fair value of $2,083, or 1.3% of the Company’s net assets.

As of December 31, 2021, the Company held thirteen restricted securities with an aggregate fair value of $8,133, or 2.2% of the Company’s net assets.

The acquisition dates of these securities were as follows:

- July 15, 2020, Anne Arundel - October 16, 2020, Specialized Packaging Group - December 17, 2020, and SEKO Global Logistics - December 30, 2020.

- July 15, 2020, Anne Arundel - October 16, 2020, Specialized Packaging Group - December 17, 2020 & October 22, 2021, SEKO Global Logistics - December 30, 2020, FoodScience - March 1, 2021, Solve Industrial Motion Group - June 30, 2021, Wittichen Supply - July 27, 2021, Erie Construction - July 30, 2021, Career Now - September 30, 2021, Covercraft - August 20, 2021, and E78 - December 1, 2021.

(9) Investment is a unitranche position.

(10) The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act.

(10) The investment is considered as a non-qualifying asset under Section 55(a) of the 1940 Act.

Under the 1940 Act, the Company cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

As of December 31, 2021, total non-qualifying assets at fair value represented 1.3% of the Company's total assets calculated in accordance with the 1940 Act.

(11) Position is an unfunded loan commitment, and no interest is being earned.

The investment may be subject to an unused/letter of credit facility fee.

(11) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion.

See Note 6 "Commitments and Contingencies".

The investment may be subject to unused commitment fees.

(12) Cash equivalents balance represents amounts held in an interest-bearing money market fund issued by U.S.

4 unchanged sentences

Accordingly, such assets are not available to creditors of the Company.

(14) Equity investments are non-income producing securities unless otherwise noted.

(14) Investment is non-income producing.

(15) Investments valued using observable inputs (Level 2).

See Notes to Consolidated Financial Statements

10 unchanged sentences

Aerospace & Defense

MAG DS Corp First Lien Term Loan L + 4.75% 6.55 % 6/6/2025 $ 3,960 $ 3,928 $ 3,905 5.9 %

Novaria Holdings LLC First Lien Term Loan L + 4.75% 6.55 % 12/19/2024 4,392 4,363 4,392 6.6 %

AEgis Technologies (6) First Lien Term Loan L + 5.00% 6.00 % 10/31/2025 $ 2,523 $ 2,499 $ 2,500 1.6 %

Arotech (6) (13) First Lien Term Loan L + 6.25% 7.25 % 10/22/2026 9,486 9,348 9,353 5.9 %

Arotech (Delayed Draw) (6) (11) (13) First Lien Term Loan L + 6.25% 7.25 % 10/22/2026 3,514 (26) (49) — %

Loc Performance Products (6) (13) First Lien Term Loan L + 5.25% 6.25 % 12/10/2026 7,500 7,388 7,388 4.7 %

Total Aerospace & Defense 19,209 19,192 12.2 %

PAI Holdco Inc First Lien Term Loan L + 4.25% 6.19 % 1/25/2025 3,433 3,417 3,413 5.2 %

TailWind Randys LLC (10) First Lien Term Loan L + 5.50% 7.44 % 5/16/2025 3,317 3,286 3,292 5.0 %

TailWind Randys LLC (Delayed Draw) (10) First Lien Term Loan L + 5.50% 7.44 % 5/16/2025 667 166 162 0.2 %

Tailwind Randy's LLC (6) (9) First Lien Term Loan L + 5.00% 6.00 % 5/16/2025 3,283 3,263 3,293 2.1 %

Tailwind Randy's LLC (Delayed Draw) (9) First Lien Term Loan L + 5.00% 6.00 % 5/16/2025 665 344 350 0.2 %

Total Automotive 3,607 3,643 2.3 %

Banking, Finance, Insurance, Real Estate

Allied Benefit Systems (6) (13) First Lien Term Loan L + 4.75% 5.75 % 11/18/2025 6,113 6,054 6,054 3.8 %

Bankruptcy Management Solutions Inc (6) First Lien Term Loan L + 4.50% 4.65 % 2/28/2025 3,930 3,950 3,893 2.5 %

Minotaur Acquisition Inc (6) First Lien Term Loan L + 5.00% 5.15 % 3/27/2026 4,913 4,855 4,874 3.1 %

Northern Star Industries Inc First Lien Term Loan L + 4.50% 6.56 % 3/28/2025 2,312 2,294 2,295 3.4 %

Payment Alliance International Inc (6) First Lien Term Loan L + 5.25% 6.25 % 1/31/2025 6,737 6,731 6,761 4.3 %

PCF Insurance (Delayed Draw) (6) (9) (13) First Lien Term Loan L + 6.25% 7.25 % 3/31/2026 13,000 3,006 3,009 1.9 %

Total Banking, Finance, Insurance, Real Estate 24,596 24,591 15.6 %

Beverage, Food & Tobacco

GA Foods (6) (13) First Lien Term Loan L + 4.75% 5.75 % 12/1/2026 6,136 6,076 6,077 3.9 %

Handgards (6) (13) First Lien Term Loan L + 7.00% 8.00 % 10/14/2026 14,963 14,671 14,685 9.3 %

KSLB Holdings LLC (6) First Lien Term Loan L + 4.50% 5.50 % 7/30/2025 2,940 2,905 2,837 1.8 %

Total Beverage, Food & Tobacco 23,652 23,599 15.0 %

Capital Equipment

Blackbird Purchaser Inc First Lien Term Loan L + 4.50% 6.44 % 4/8/2026 3,176 3,147 3,134 4.7 %

Blackbird Purchaser Inc (Delayed Draw) First Lien Term Loan L + 4.50% 6.44 % 4/8/2026 799 152 148 0.2 %

MSHC Inc First Lien Term Loan L + 4.25% 6.05 % 12/31/2024 893 888 899 1.4 %

Total Capital Equipment 4,187 4,181 6.3 %

See Notes to Consolidated Financial Statements

8 unchanged sentences

% of Net Assets (5)

Capital Equipment

Blackbird Purchaser Inc (6) First Lien Term Loan L + 4.50% 4.75 % 4/8/2026 3,936 3,899 3,854 2.4 %

Heartland Home Services (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 12/15/2026 4,863 4,814 4,815 3.1 %

Heartland Home Services (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 6.00% 7.00 % 12/15/2026 2,637 — (26) — %

Total Capital Equipment 8,713 8,643 5.5 %

Chemicals, Plastics, & Rubber

5 unchanged sentences

Consumer Goods:

EagleTree-Carbide Acquisition Corp First Lien Term Loan L + 4.25% 6.19 % 8/28/2024 2,941 2,932 2,909 4.4 %

Fetch Acquisition LLC (6) (9) First Lien Term Loan L + 4.50% 5.50 % 5/22/2024 3,868 3,827 3,843 2.5 %

Fetch Acquisition LLC (6) (9) First Lien Term Loan L + 4.50% 5.50 % 5/22/2024 1,638 1,605 1,628 1.0 %

Halo Buyer Inc (6) First Lien Term Loan L + 4.50% 5.50 % 6/30/2025 5,850 5,778 5,726 3.6 %

4 unchanged sentences

Kramer Laboratories Inc (6) First Lien Term Loan L + 5.25% 6.25 % 6/22/2024 2,928 2,890 2,875 1.8 %

North Haven Spartan US Holdco LLC First Lien Term Loan L + 5.00% 6.89 % 6/6/2025 2,608 2,584 2,600 3.9 %

North Haven Spartan US Holdco LLC (Delayed Draw) First Lien Term Loan L + 5.00% 6.91 % 6/6/2025 1,379 151 147 0.2 %

One World Fitness PFF LLC First Lien Term Loan L + 4.75% 6.55 % 11/26/2025 3,979 3,954 3,977 6.0 %

Kramer Laboratories Inc (Incremental) (6) (13) First Lien Term Loan L + 5.75% 6.75 % 6/22/2024 12,027 11,855 11,860 7.5 %

Market Performance Group (6) (13) First Lien Term Loan L + 6.00% 7.00 % 12/29/2026 7,500 7,425 7,425 4.8 %

Total Consumer Goods:

1 unchanged sentence

Containers, Packaging & Glass

B2B Packaging (6) (13) First Lien Term Loan L + 6.50% 7.50 % 10/7/2026 4,153 4,092 4,095 2.6 %

B2B Packaging (Delayed Draw) (6) (13) First Lien Term Loan L + 6.50% 7.50 % 10/7/2026 1,373 1,175 1,175 0.7 %

Brook & Whittle Holding Corp (6) (9) First Lien Term Loan L + 5.25% 6.25 % 10/17/2024 2,744 2,732 2,710 1.7 %

Good2Grow LLC First Lien Term Loan L + 4.25% 6.19 % 11/16/2024 3,580 3,550 3,584 5.4 %

Resource Label Group LLC First Lien Term Loan L + 4.50% 6.60 % 5/26/2023 2,970 2,946 2,912 4.4 %

Total Containers, Packaging & Glass 9,218 9,225 13.9 %

See Notes to Consolidated Financial Statements

8 unchanged sentences

% of Net Assets (5)

Brave Parent Holdings Inc (10) First Lien Term Loan L + 4.00% 5.93 % 4/18/2025 906 904 876 1.3 %

Total Energy:

Electricity 904 876 1.3 %

Brook & Whittle Holding Corp (Incremental) (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 10/17/2024 10,256 10,157 10,160 6.5 %

Good2Grow LLC (6) First Lien Term Loan L + 4.25% 5.25 % 11/16/2024 3,002 3,005 3,021 1.9 %

Resource Label Group LLC (6) First Lien Term Loan L + 4.50% 5.50 % 5/26/2023 2,915 2,873 2,898 1.8 %

Resource Label Group LLC (Incremental) (6) First Lien Term Loan L + 5.00% 7.25 % 5/26/2023 1,043 1,037 1,037 0.7 %

Resource Label Group LLC (Delayed Draw) (6) (11) First Lien Term Loan L + 5.00% 7.25 % 5/26/2023 1,043 (5) (5) — %

Specialized Packaging Group (6) (7) (10) (13) First Lien Term Loan L + 5.50% 6.50 % 12/17/2025 7,500 7,425 7,426 4.7 %

Total Containers, Packaging & Glass 32,491 32,517 20.6 %

Healthcare & Pharmaceuticals

Radiology Partners Inc (10) First Lien Term Loan L + 4.75% 6.67 % 7/9/2025 4,447 4,417 4,498 6.8 %

Unified Physician Management LLC First Lien Term Loan L + 4.50% 6.30 % 11/21/2023 1,274 1,262 1,259 1.9 %

Unified Physician Management LLC (Delayed Draw) First Lien Term Loan L + 4.50% 6.30 % 11/21/2023 2,719 2,264 2,255 3.4 %

Anne Arundel Subordinated Debt N/A 10.00% (Cash) 1.00% (PIK) 4/16/2026 1,838 1,802 1,804 1.1 %

Anne Arundel (Delayed Draw) Subordinated Debt N/A 10.00% (Cash) 1.00% (PIK) 4/16/2026 967 317 318 0.2 %

Total Healthcare & Pharmaceuticals 2,119 2,122 1.3 %

4 unchanged sentences

Diligent Corporation (Delayed Draw) (9) (11) First Lien Term Loan L + 6.25% 7.25 % 7/31/2025 503 (12) 2 — %

Diligent Corporation (Delayed Draw) (10) First Lien Term Loan L + 5.50% 7.56 % 4/14/2022 349 348 347 0.5 %

E2Open LLC (6) (9) First Lien Term Loan L + 5.75% 6.75 % 11/26/2024 3,950 3,910 3,950 2.5 %

Lion Merger Sub, Inc (10) First Lien Term Loan L + 5.25% 7.15 % 12/17/2025 6,930 6,870 6,836 10.3 %

Eliassen Group LLC (6) First Lien Term Loan L + 4.25% 4.40 % 11/5/2024 3,608 3,596 3,497 2.2 %

Exterro (6) (9) (13) First Lien Term Loan L + 5.50% 6.50 % 5/31/2024 10,000 9,903 9,902 6.3 %

MBS Holdings Inc (6) First Lien Term Loan L + 4.25% 5.25 % 7/2/2023 6,310 6,311 6,317 4.0 %

Northern Star Industries Inc (6) First Lien Term Loan L + 4.75% 5.75 % 3/28/2025 2,289 2,275 2,221 1.4 %

North Haven CS Acquisition Inc (6) First Lien Term Loan L + 5.25% 6.25 % 1/23/2025 6,878 6,875 6,776 4.3 %

Saba Software Inc (10) First Lien Term Loan L + 4.50% 6.30 % 5/1/2023 6,629 6,614 6,555 9.9 %

Velocity Technology Solutions Inc (10) First Lien Term Loan L + 6.00% 7.94 % 12/7/2023 3,970 3,949 3,916 5.9 %

SmartWave (6) (13) First Lien Term Loan L + 6.00% 7.00 % 11/2/2026 9,499 9,382 9,386 6.0 %

Total High Tech Industries 58,505 58,438 37.1 %

Pet Holdings ULC (7) First Lien Term Loan L + 5.50% 7.60 % 7/5/2022 2,647 2,623 2,641 4.0 %

Pet Holdings ULC (Delayed Draw) (7) First Lien Term Loan L + 5.50% 7.60 % 7/5/2022 298 296 298 0.5 %

Pet Supplies Plus LLC First Lien Term Loan L + 4.50% 6.24 % 12/12/2024 5,950 5,900 5,942 9.0 %

Total Retail 8,819 8,881 13.5 %

Hotel, Gaming & Leisure

Eagletree-Carbide Acquisition Corp (6) First Lien Term Loan L + 3.75% 4.75 % 8/28/2024 2,676 2,631 2,670 1.7 %

Total Hotel, Gaming & Leisure 2,631 2,670 1.7 %

See Notes to Consolidated Financial Statements

8 unchanged sentences

% of Net Assets (5)

Road and Rail

GlobalTranz Enterprises LLC First Lien Term Loan L + 5.00% 6.79 % 5/15/2026 2,279 2,236 2,210 3.3 %

Total Road and Rail 2,236 2,210 3.3 %

Eliassen Group LLC First Lien Term Loan L + 4.50% 6.30 % 11/5/2024 3,626 3,610 3,611 5.5 %

Advertising, Printing & Publishing

Tinuiti (6) (9) (13) First Lien Term Loan L + 5.75% 6.75 % 12/10/2026 3,039 3,002 3,002 1.9 %

Tinuiti (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 5.75% 6.75 % 12/10/2026 1,961 (2) (24) — %

Advertising, Printing & Publishing 3,000 2,978 1.9 %

Diversified & Production

Spectrio II (6) (9) (13) First Lien Term Loan L + 6.00% 7.00 % 12/9/2026 7,059 6,988 6,990 4.4 %

Spectrio II (Delayed Draw) (6) (9) (11) (13) First Lien Term Loan L + 6.00% 7.00 % 12/9/2026 2,941 (29) (29) — %

Diversified & Production 6,959 6,961 4.4 %

Pet Holdings ULC (6) (7) (10) First Lien Term Loan L + 5.50% 6.50 % 7/5/2022 2,620 2,616 2,595 1.7 %

Pet Holdings ULC (Delayed Draw) (6) (7) (10) First Lien Term Loan L + 5.50% 6.50 % 7/5/2022 295 295 293 0.2 %

Pet Supplies Plus LLC (6) First Lien Term Loan L + 4.25% 5.25 % 12/12/2024 5,890 5,885 5,905 3.7 %

Total Retail 8,796 8,793 5.6 %

Bullhorn Inc (6) (9) (13) First Lien Term Loan L + 5.75% 6.75 % 9/30/2026 12,218 12,040 12,224 7.8 %

Cornerstone Advisors of Arizona LLC (6) (13) First Lien Term Loan L + 5.50% 6.50 % 9/24/2026 2,366 2,343 2,371 1.5 %

Cornerstone Advisors of Arizona LLC (Delayed Draw) (6) (11) (13) First Lien Term Loan L + 5.50% 6.50 % 9/24/2026 216 (1) — — %

Gabriel Partners LLC (6) (9) (13) First Lien Term Loan L + 6.25% 7.25 % 9/21/2026 9,528 9,430 9,549 6.0 %

Gabriel Partners LLC (Delayed Draw) (6) (9) (13) First Lien Term Loan L + 6.25% 7.25 % 9/21/2026 1,587 158 162 0.1 %

Hasa Inc Subordinated Debt N/A 10.75% (Cash) 1.75% (PIK) 1/16/2026 1,951 1,914 1,956 1.2 %

Lion Merger Sub Inc (6) (9) First Lien Term Loan L + 6.50% 7.50 % 12/17/2025 14,981 14,758 14,967 9.5 %

LSCS Holdings Inc (6) First Lien Term Loan L + 4.25% 4.50 % 3/16/2025 1,806 1,789 1,776 1.1 %

1 unchanged sentence

Output Services Group Inc (6) First Lien Term Loan L + 4.50% 5.50 % 3/27/2024 3,909 3,862 3,726 2.4 %

Output Services Group Inc (Delayed Draw) (8) First Lien Term Loan L + 4.50% — % 3/27/2024 24 — — — %

Worldwide Clinical Trials Holdings Inc (6) First Lien Term Loan L + 4.50% 5.50 % 12/5/2024 3,939 3,913 3,948 2.5 %

1 unchanged sentence

Business 50,626 51,096 32.4 %

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (2)

Footnotes Investment Spread Above Reference Rate (3)

Interest Rate (3)

Maturity Date Par Amount Amortized Cost Fair Value (4)

% of Net Assets (5)

NJEye LLC (6) First Lien Term Loan L + 5.25% 6.25 % 9/17/2024 5,566 5,526 5,107 3.3 %

NJEye LLC (Delayed Draw) (6) First Lien Term Loan L + 5.25% 6.50 % 9/16/2024 3,006 709 481 0.3 %

North Haven Spartan US Holdco LLC (6) First Lien Term Loan L + 5.00% 6.00 % 6/6/2025 2,581 2,575 2,191 1.4 %

North Haven Spartan US Holdco LLC (Delayed Draw) (6) First Lien Term Loan L + 5.00% 6.00 % 6/6/2025 224 223 190 0.1 %

One World Fitness PFF LLC (6) First Lien Term Loan L + 5.25% 6.25 % 11/26/2025 3,947 3,945 3,010 1.9 %

Total Services:

2 unchanged sentences

Ensono LP (6) First Lien Term Loan L + 5.25% 5.40 % 6/27/2025 2,437 2,427 2,360 1.5 %

Mobile Communications America Inc (Incremental) (6) First Lien Term Loan L + 5.00% 6.00 % 3/4/2025 697 694 694 0.4 %

Mobile Communications America Inc (6) First Lien Term Loan L + 4.25% 5.25 % 3/4/2025 3,936 3,947 3,911 2.5 %

Sapphire Telecom Inc (10) First Lien Term Loan L + 5.25% 7.27 % 11/20/2025 6,930 6,871 6,859 10.4 %

Sapphire Telecom Inc (6) (9) First Lien Term Loan L + 5.25% 6.25% (Cash) 1.00% (PIK) 11/20/2025 6,775 6,716 5,513 3.5 %

Total Telecommunications 13,784 12,478 7.9 %

Transportation:

A&R Logistics Holdings Inc (6) First Lien Term Loan L + 6.50% 7.50 % 8/17/2025 4,503 4,460 4,494 2.9 %

ENC Holding Corporation (6) First Lien Term Loan L + 4.00% 4.22 % 5/30/2025 4,153 4,168 4,006 2.5 %

Globaltranz Enterprises LLC (6) First Lien Term Loan L + 5.00% 5.15 % 5/15/2026 2,256 2,196 2,120 1.3 %

SEKO Global Logistics Subordinated Debt L + 9.00% 10.00 % 6/30/2027 5,805 5,689 5,689 3.6 %

SEKO Global Logistics (Delayed Draw) (11) Subordinated Debt L + 9.00% 10.00 % 6/30/2027 907 — (18) — %

TI Acquisition NC LLC (6) First Lien Term Loan L + 4.25% 5.25 % 3/19/2027 2,867 2,757 2,878 1.8 %

Total Transportation:

Cargo 19,270 19,169 12.1 %

Warrior Acquisition Inc (6) First Lien Term Loan L + 5.25% 6.25 % 9/16/2026 1,986 1,955 1,985 1.3 %

Warrior Acquisition Inc (Delayed Draw) (6) (11) First Lien Term Loan L + 5.25% 6.25 % 9/16/2026 622 — — — %

Total Utilities:

Electric 1,955 1,985 1.3 %

Total Debt Investments 336,655 333,176 211.4 %

Total Investments $ 178.754 $ 178,780 270.0 %

_______________

(1) Denotes that all or a portion of the assets are owned by SPV I, (as defined in the Notes).

SPV I has entered into a senior secured revolving credit facility (the “Financing Facility”).

The lenders of the Financing Facility have a first lien security interest in substantially all of the assets of SPV I.

Accordingly, such assets are not available to creditors of the Company.

See Notes to Consolidated Financial Statements

3 unchanged sentences

(dollars in thousands)

(2) All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940 (the "1940 Act").

The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company.

Portfolio Company (1) (2)

Footnotes Investment Spread Above Reference Rate (3)

Interest Rate (3)

Maturity Date Par Amount Amortized Cost Fair Value (4)

% of Net Assets (5)

Equity Investments - 1.2%

Containers, Packaging & Glass

Specialized Packaging Group (7) (8) (10) (14) Limited Partnership Interest N/A — % N/A 122 122 122 0.1 %

Total Containers, Packaging & Glass 122 122 0.1 %

Healthcare & Pharmaceuticals

Anne Arundel (8) (14) Limited Partnership Interest N/A — % N/A 645 645 645 0.4 %

Total Healthcare & Pharmaceuticals 645 645 0.4 %

Hasa Inc (8) (14) Limited Partnership Interest N/A — % N/A 645 645 645 0.4 %

Total Services:

Business 645 645 0.4 %

Transportation:

SEKO Global Logistics (8) (14) Limited Partnership Interest N/A — % N/A 671 671 671 0.4 %

Total Transportation:

Cargo 671 671 0.4 %

Total Equity Investments 2,083 2,083 1.3 %

Cash equivalents (12) 12,531 12,531 7.9 %

Total Investments $ 351,269 $ 347,790 220.6 %

_______________

(1) All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940, as amended (the "1940 Act").

The 1940 Act classifies investments based on the level of control that the Company maintains in a particular portfolio company.

As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s voting securities and “controlled” when the Company owns more than 25% of the portfolio company’s voting securities.

The provisions of the 1940 Act also classify investments further based on the level of ownership that the Company maintains in a particular portfolio company.

The 1940 Act also classifies investments further based on the level of ownership that the Company maintains in a particular portfolio company.

As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when the Company owns less than 5% of a portfolio company’s voting securities and “affiliated” when the Company owns 5% or more of a portfolio company’s voting securities.

(3) Unless otherwise indicated, issuers of debt held by the Company are domiciled in the United States.

(2) Unless otherwise indicated, issuers of debt and equity held by the Company are domiciled in the United States.

(3) The majority of the investments bear interest at rates that may be determined by reference to London Interbank Offered Rate (“LIBOR” or "L") which reset monthly or quarterly.

For each such investment, the Fund has provided the spread over LIBOR and the current contractual interest rate in effect at December 31, 2020.

As of December 31, 2019, rates for 1M L, 3M L and 6M L are 1.76%, 1.91%, and 1.91% respectively.

As of December 31, 2020, rates for 1M L, 2M L, 3M L and 6M L are 0.14%, 0.19%, 0.24%, and 0.26% respectively.

For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of December 31, 2020.

Certain investments are subject to a LIBOR floor.

For fixed rate loans, a spread above a reference rate is not applicable.

(4) Investment valued using unobservable inputs (Level 3).

(5) Percentage is based on net assets of $157,641 as of December 31, 2020.

The principal place of business for Pet Holdings ULC is Canada.

See Notes to Consolidated Financial Statements

NUVEEN CHURCHILL DIRECT LENDING CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2020

(dollars in thousands)

(6) Denotes that all or a portion of the assets are owned by SPV I (as defined in the Notes).

SPV I has entered into a senior secured revolving credit facility (the “SPV I Financing Facility”).

The lenders of the SPV I Financing Facility have a first lien security interest in substantially all of the assets of SPV I.

Accordingly, such assets are not available to creditors of the Company.

The principal place of business for Pet Holdings ULC and Specialized Packing Group is Canada.

As of December 31, 2020, the Company held four restricted securities with an aggregate fair value of $2,083, or 1.3% of the Company’s net assets.

The acquisition dates of these securities were as follows:

- July 15, 2020, Anne Arundel - October 16, 2020, Specialized Packaging Group - December 17, 2020, and SEKO Global Logistics - December 30, 2020.

(9) Investment is a unitranche position.

(10) The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act.

Under the 1940 Act, the Company cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

As of December 31, 2020, total non-qualifying assets at fair value represented 3.0% of the Company's total assets calculated in accordance with the 1940 Act.

(11) Position is an unfunded loan commitment, and no interest is being earned.

The investment may be subject to an unused/letter of credit facility fee.

(9) Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act, unless otherwise noted.

As of December 31, 2019, the Company did not hold any "restricted securities" under the Securities Act.

(10) Investment is a unitranche position.

(12) Cash equivalents balance represents amounts held in an interest-bearing money market fund issued by U.S.

Bank National Association.

(13) Denotes that all or a portion of the assets are owned by SPV II and SPV III (as defined in the Notes).

SPV II has entered into a senior secured revolving credit facility (the “SPV II Financing Facility”).

The lenders of the SPV II Financing Facility have a first lien security interest in substantially all of the assets of SPV II.

Accordingly, such assets are not available to creditors of the Company.

(14) Equity investments are non-income producing securities unless otherwise noted.

See Notes to Consolidated Financial Statements

5 unchanged sentences

The Company is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).

In addition, the Company intends to elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”), for the fiscal year ended December 31, 2020, and to qualify annually thereafter.

In addition, the Company has elected, and intends to qualify annually thereafter, to be treated for U.S.

federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

Effective June 1, 2020, the Company changed its name from “Nuveen Churchill BDC, Inc.” to “Nuveen Churchill Direct Lending Corp.”

9 unchanged sentences

The Company focuses on privately originated debt to performing U.S.

middle market companies, with a portfolio expected to comprise primarily of first-lien senior secured debt and unitranche loans (other than last-out positions in unitranche loans) (collectively “Senior Loans”).

middle market companies, with a portfolio comprised primarily of first-lien senior secured debt and unitranche loans (other than last-out positions in unitranche loans) (collectively “Senior Loans”).

The Company also opportunistically invests in junior capital opportunities (second-lien loans, subordinated debt, last-out positions in unitranche loans and equity-related securities) (collectively “Junior Capital Investments”).

The Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with Nuveen Churchill Advisors LLC (the “Adviser”), under which the Adviser has delegated substantially all of its day-to-day portfolio management obligations through a sub-advisory agreement, which was originally entered into on December 31, 2019 and which was amended and restated on December 11, 2020 (as amended and restated, the “Sub-Advisory Agreement” and, together with the Investment Advisory Agreement, the “Advisory Agreements”) with Churchill Asset Management LLC (the “Sub-Adviser” together with the Adviser, the "Advisers").

The Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with Nuveen Churchill Advisors LLC (the “Adviser”), under which the Adviser has delegated substantially all of its day-to-day portfolio management obligations through a sub-advisory agreement, which was originally entered into on December 31, 2019 and was amended and restated on December 11, 2020 and October 7, 2021 (as amended and restated, the “Sub-Advisory Agreement” and, together with the Investment Advisory Agreement, the “Advisory Agreements”), with Churchill Asset Management LLC (the “Sub-Adviser” together with the Adviser, the "Advisers").

Under an administration agreement (the “Administration Agreement”), the Company is provided with certain services by an administrator, Nuveen Churchill Administration LLC (the “Administrator”).

The Advisers and Administrator are all affiliates and subsidiaries of Nuveen, LLC, a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”).

See Note 4 , Related Party Transactions.

Nuveen Churchill BDC SPV II, LLC (“SPV II”) and Nuveen Churchill BDC SPV III, LLC ("SPV III") are Delaware limited liability companies that were formed on March 19, 2020 and commenced operations on September 21, 2020, the date of their first investment transaction.

1 unchanged sentence

SPV II and SPV III are wholly owned subsidiaries of the Company and are consolidated in these consolidated financial statements commencing from the date of their formation, in accordance with the Company's consolidation policy discussed in Note 2 .

The Company may from time to time conduct a private offering of its common stock to “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act") in reliance on exemptions from the registration requirements of the 1933 Act (the “Private Offering”).

Each investor will purchase shares pursuant to a subscription agreement entered into with the Company.

The initial closing of the Private Offering was held on March 13, 2020 (the "Initial Closing").

The Company has held and expects to continue to hold additional closings (each a “Subsequent Closing”) after the Initial Closing (the “Fundraising Period”).

On September 1, 2021 the Company's board of directors (the "Board") determined to extend the Fundraising Period from 18 months to 24 months after the Initial Closing.

As a result of the foregoing, the Company extended the period during which it may hold Subsequent Closings from September 13, 2021 to March 13, 2022.

If the Company is unable to list its shares on a national securities exchange (an "Exchange Listing") or effectuate another permissible liquidity event (as described in the Company's offering documents) within five years of the Initial Closing, subject to up to two one-year extensions at the discretion of the Board, then the Company will use its best efforts to wind down and/or liquidate and dissolve.

NUVEEN CHURCHILL DIRECT LENDING CORP.

1 unchanged sentence

(dollar amounts in thousands, except per share data)

The Company will from time to time conduct a private offering of its common stock to “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act") in reliance on exemptions from the registration requirements of the 1933 Act (the “Private Offering”).

Each investor will purchase shares pursuant to a subscription agreement entered into with the Company.

The initial closing of the Private Offering was held on March 13, 2020 (the "Initial Closing").

The Company expects to hold additional closings (each a “Subsequent Closing”) for a period of 18 months after the Initial Closing (the “Fundraising Period”).

The Fundraising Period may be extended to 24 months after the Initial Closing in the sole discretion of the Board of Directors of the Company (the "Board").

If the Company is unable to list its shares on a national securities exchange (an "Exchange Listing") or effectuate another permissible liquidity event, as described in the Company's offering documents, within five years of the Initial Closing, subject to up to two one-year extensions in the discretion of the Board, then the Company will use its best efforts to wind down and/or liquidate and dissolve.

SIGNIFICANT ACCOUNTING POLICIES

11 unchanged sentences

Actual results could differ from those estimates.

COVID-19 Developments

The outbreak of the novel coronavirus (“COVID-19”) and subsequent global pandemic began significantly impacting the U.S.

and global financial markets and economies in March 2020.

The worldwide spread of COVID-19 has created significant uncertainty in the global economy.

The duration and extent of the COVID-19 pandemic over the long term cannot be reasonably estimated at this time.

There have been no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may continue to have on the Company’s financial performance.

The extent to which the COVID-19 pandemic impacts the Company’s business, results of operations, investments, and cash flows will depend on future developments, which are highly uncertain and difficult to predict.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

Cash, Cash Equivalents and Restricted Cash

16 unchanged sentences

The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

Active, publicly-traded instruments are classified as Level 1 and their values are generally based on quoted market prices, even if the market’s normal daily trading volume is not sufficient to absorb the quantity held and placing orders to sell the position in a single transaction might affect the quoted price.

Fair value is generally determined as the price that would be received for an investment in a current sale, which assumes an orderly market is available for the market participants at the measurement date.

If available, fair value of investments is based on directly observable market prices or on market data derived from comparable assets.

The Company’s valuation policy considers the fact that no ready market may exist for many of the securities in which we invest and that fair value for its investments must be determined using unobservable inputs.

With respect to investments for which market quotations are not readily available (Level 3), the Board, defined further below in Note 4 , undertakes a multi-step valuation process each quarter, as follows:

the quarterly valuation process begins with each portfolio company or investment being initially valued by the professionals of the applicable investment team that are responsible for the portfolio investment;

NUVEEN CHURCHILL DIRECT LENDING CORP.

1 unchanged sentence

(dollar amounts in thousands, except per share data)

preliminary valuation conclusions are then documented and approved by the applicable investment team’s investment committee;

one or more third-party valuation firms engaged by, or on behalf of, the Board provide positive assurance on portions of the portfolio each quarter (such that each investment is reviewed by a third-party valuation firm at least once on a rolling 12-month basis), including a review of management’s preliminary valuation and recommendation of fair value;

Active, publicly traded instruments are classified as Level 1 and their values are generally based on quoted market prices, even if both the market’s normal daily trading volume is not sufficient to absorb the quantity held and placing orders to sell the position in a single transaction might affect the quoted price.

If available, fair value of investments is based on directly observable market prices or on market data derived from comparable assets.

The Company’s valuation policy considers the fact that no ready market may exist for many of the securities in which it invests and that fair value for its investments must be determined using unobservable inputs.

the quarterly valuation process begins with each portfolio company or investment being initially valued by either the professionals of the applicable investment team that are responsible for the portfolio investment or an independent third-party valuation firm;

preliminary valuation conclusions are documented and approved by the applicable investment team’s investment committee;

to the extent that an independent third-party valuation firm has not been engaged by, or on behalf of, the Company to value 100% of the portfolio, then at a minimum, an independent third-party valuation firm will be engaged by, or on behalf of, the Company will provide positive assurance of the portfolio each quarter (such that each investment is reviewed by a third-party valuation firm at least once on a rolling 12-month basis), including a review of management’s preliminary valuation and recommendation of fair value;

the audit committee of the Board (the "Audit Committee") reviews the valuations approved by the applicable investment team’s investment committee and, where appropriate, the independent valuation firm(s), and recommends those values to the Board;

the Board discusses the valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of the applicable Investment Team, and, where appropriate, the respective independent valuation firm(s) and the Audit Committee.

the Board discusses the valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of the applicable Investment Team or the respective independent valuation firm(s) and, where appropriate, the Audit Committee.

The Board makes this fair value determination on a quarterly basis and in such other instances when a decision regarding the fair value of the portfolio investments is required.

23 unchanged sentences

Accrued interest is written-off when it becomes probable that the interest will not be collected and the amount of uncollectible interest can be reasonably estimated.

As of December 31, 2020 and 2019, there were no loans in the Company's portfolio on non-accrual status.

The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions.

As of December 31, 2021 and December 31, 2020, there were no loans in the Company's portfolio on non-accrual status.

The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) income provisions.

PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity.

As of December 31, 2020, the fair value of the loans in the portfolio with PIK provisions was $9,591, which represents approximately 2.86% of total investments at fair value.

As of December 31, 2019 and 2018 and for the year and period then ended, no loans in the Company's portfolio contained PIK provisions.

For the year ended December 31, 2020, the Company earned $28 in PIK income.

As of December 31, 2021, the fair value of the loans in the portfolio with PIK income provisions was $24,660, which represents approximately 3.19% of total investments at fair value.

As of December 31, 2020, the fair value of the loans in the portfolio with PIK income provisions was $9,591, which represents approximately 2.86% of total investments at fair value.

As of December 31, 2019, no loans in the Company's portfolio contained PIK provisions.

For the years ended December 31, 2021 and 2020, the Company earned $113 and $28, respectively, in PIK income provisions.

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected.

Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

For the year ended December 31, 2021, the Company earned $213 of dividend income on its equity investments.

For the years ended December 31, 2020, and 2019, the Company earned no dividend income on its equity investments.

Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with the Company’s investment activities, as well as any fees for managerial assistance services rendered by the Company to its portfolio companies.

Such fees are recognized as income when earned or the services are rendered.

For the years and period then ended December 31, 2020, 2019 and 2018, other income of $257, $365 and $227, respectively, was earned primarily related to prepayment and amendment fees.

For the years ended December 31, 2021, 2020, and 2019 other income of $1,062, $257, and $365, respectively, was earned, primarily related to prepayment and amendment fees.

Deferred Financing Costs

7 unchanged sentences

Refer to Note 4 for further details on the Expense Support Agreement.

Offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, as well as legal, printing and other costs associated with the preparation and filing of applicable registration statements.

Offering costs are recognized as a deferred charge and are amortized on a straight-line basis over 12 months and are shown in the Company's consolidated statements of operations.

Offering costs are recognized as a deferred charge, are amortized on a straight-line basis over 12 months and are shown in the Company's consolidated statements of operations.

To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of paid-in capital upon each such offering.

For the years and period then ended December 31, 2020, 2019 and 2018, offering costs of $77, $0 and $0, respectively, were incurred.

federal income tax purposes, the Company intends to elect to be treated as a RIC under the Code for the fiscal year ending December 31, 2020, and intends to make the required distributions to its shareholders as specified therein.

For the years ended December 31, 2021, 2020, and 2019, offering costs of $68, $77, and $0, respectively, were incurred.

federal income tax purposes, the Company has elected, and intends to qualify annually thereafter, to be treated as a RIC under the Code.

In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements.

7 unchanged sentences

Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year.

In addition, based on the excise distribution requirements, the Company is subject to a 4% U.S.

nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ended October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year.

For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to U.S.

6 unchanged sentences

For the years ended December 31, 2021, 2020, and 2019 the Company incurred $0, $0 and $4, respectively, in excise tax expense.

The Predecessor Entity was generally not subject to income taxes under the laws of the Cayman Islands.

However, the Predecessor Entity may have been subject to U.S.

tax on income that was derived from the United States.

The Predecessor Entity elected to be classified as a disregarded foreign corporation for U.S.

federal, state and local income tax purposes prior to the Merger.

Prior to the Merger, the Predecessor Entity was required to determine whether a tax position is “more-likely-than-not” to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position.

Tax positions not deemed to meet a “more-likely-than-not” threshold would be recorded as a tax expense in the current period.

No interest expense and penalties have been recognized for the year and period ended December 31, 2019 and 2018, respectively.

Generally, federal, state and local authorities may examine the Predecessor Entity’s tax returns for three years from the date of filing.

The Predecessor Entity is subject to income tax examination by major taxing authorities for all tax years since inception.

Dividends and Distributions to Common Shareholders

1 unchanged sentence

Dividends and distributions to common shareholders are recorded on the applicable record date.

The amount to be distributed is determined by the Board each quarter and is generally based upon the taxable earnings estimated by management and available cash.

The amount to be distributed to common shareholders is determined by the Board each quarter and is generally based upon the taxable earnings estimated by management and available cash.

Net realized capital gains, if any, will generally be distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan under which shareholders will automatically receive dividends and other distributions in cash unless they elect to have their dividends and other distributions reinvested in additional shares.

As a result of adopting such a plan, if the Board authorizes, and we declare, a cash dividend or distribution, shareholders that have “opted in” to our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares rather than receiving cash.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

As a result of the foregoing, if the Board authorizes, and we declare, a cash dividend or distribution, shareholders that have “opted in” to our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares rather than receiving cash.

Functional Currency

1 unchanged sentence

Dollar and all transactions were in U.S.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

Recent Accounting Standards Updates

The FASB issued Accounting Standards Update (“ASU”) ASU 2018-13, Fair Value Measurement (Topic 820):

Disclosu re Framework - Changes to the Disclosure Requirements for Fair Value Measurement in August 2018, which modifies disclosure requirements pertaining to fair value measurement of Level 3 securities for public companies.

Under the new standard, reporting entities can remove the disclosures no longer required and amend the disclosures immediately with retrospective application.

The Company adopted ASU 2018-13 on January 1, 2020, and this adoption did not have a material impact on the Company's consolidated financial statements.

The FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses;

Topic 815, Derivatives and Hedging;

and Topic 825, Financial Instruments in April 2019.

This new update clarifies and improves guidance related to the recently issued standards on credit losses, hedging and recognition and measurement of financial instruments.

Topic 326 requires that the writeoff of financial assets be deducted from the allowance for credit losses when the financial assets are deemed uncollectible.

Because accrued interest is included in the definition of amortized cost basis, an entity would be required to write off accrued interest amounts through the allowance for credit losses.

The Company adopted ASU 2019-04 on January 1, 2020, and this adoption did not have a material impact on the Company's consolidated financial statements.

The FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reportin g in March 2020.

This new update provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate.

This update provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate.

Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met.

This guidance is effective upon issuance and generally can be applied through December 31, 2022.

The Company is currently evaluating the impact of adopting ASU 2020-04.

The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders.

Many of these agreements, including the credit agreements relating to the credit facilities (refer to Note 5 ), include an alternative successor rate language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate.

With respect to other agreements, the Company intends to work with its portfolio companies to modify agreements to choose an alternative successor rate.

Contract modifications may be required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts.

The Company plans to adopt this amendment and apply this update, where applicable, to account for contract modifications due to changes in reference rates when LIBOR reference is no longer used.

The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the year ended December 31, 2021.

The Company continues to evaluate the impact that the amendments in this update will have on the Company’s consolidated financial statements and disclosures when applied.

SEC Disclosure Update and Simplification

In December 2020, the SEC voted to adopt a new rule providing a framework for fund valuation practices.

New Rule 2a-5 (the “Rule 2a-5”) under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act.

In December 2020, the U.S.

Securities and Exchange Commission (the “SEC”) adopted a new rule providing a framework for fund valuation practices.

New Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes requirements for determining fair value in good faith for purposes of the 1940 Act.

Rule 2a-5 will permit boards, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations.

Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security.

The SEC also adopted new Rule 31a-4 (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations.

Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security.

The SEC also adopted new Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations.

Finally, the SEC is rescinding previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments.

Rule 2a-5 and Rule 31a-4 will become effective 60 days after publication in the Federal Register, and will have a compliance date 18 months following the effective date.

A fund may voluntarily comply with the rules after the effective date, and in advance of the compliance date, under certain conditions.

Management is currently assessing the impact of these provisions on the Funds’ consolidated financial statements and various filings.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

Rule 2a-5 and Rule 31a-4 became effective on March 8, 2021, and have a compliance date of September 8, 2022.

An investment company may voluntarily comply with the rules after the effective date, and in advance of the compliance date, under certain conditions.

Management is currently assessing the impact of these provisions on the Company's consolidated financial statements and SEC filings.

FAIR VALUE MEASUREMENTS

7 unchanged sentences

Total $ 34,691 $ 13,499 $ 759,514 $ 807,704

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

As of December 31, 2020 Level 1 Level 2 Level 3 Total

First Lien Term Loans $ — $ — $ 323,427 $ 323,427

Subordinated Debt — — 9,749 9,749

Equity Investments — — 2,083 2,083

Cash Equivalents 12,531 — — 12,531

Total $ 12,531 $ — $ 335,259 $ 347,790

The following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs as of December 31, 2020 and 2019:

The following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the years ended December 31, 2021 and 2020:

First Lien Term Loans Subordinated Debt Equity Investments Total

6 unchanged sentences

Net change in unrealized appreciation (depreciation) on investments 3,581 551 2,184 6,316

Transfers out of Level 3 (1)

(10,600) — — (10,600)

Balance as of December 31, 2021

$ 677,380 $ 74,001 $ 8,133 $ 759,514

Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of December 31, 2021

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

First Lien Term Loans

$ 3,373 $ 551 $ 2,184 $ 6,108

First Lien Term Loans Subordinated Debt Equity Investments Total

Balance as of December 31, 2019 $ 178,780 $ — $ — $ 178,780

1 unchanged sentence

Proceeds from principal repayments and sales of investments (51,942) — — (51,942)

Payment-in-kind interest — 16 — 16

Amortization of premium/accretion of discount, net 274 4 — 278

3 unchanged sentences

Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of December 31, 2020 $ (3,505) $ 26 $ — $ (3,479)

As of December 31, 2020 and 2019, there were no transfers into or out of Level 3.

_______________

(1) Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur.

For the year ended December 31, 2021, transfers into Level 3 from Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.

For the year ended December 31, 2021, there were two investments that transferred out of Level 3 to Level 2.

For the year ended December 31, 2020, there were no transfers into or out of Level 3.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

Significant Unobservable Inputs

ASC Topic 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy.

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2020 and 2019 were as follows:

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2021 and December 31, 2020 were as follows:

Investment Type Fair Value at December 31, 2021 Valuation Techniques Unobservable Inputs Ranges Weighted Average

First Lien Term Loans $ 539,291 Yield Method Implied Discount Rate 5.6 % 12.7 % 7.1 %

First Lien Term Loans 138,089 Recent Transactions Transaction Price 86.1 99.6 98.7

Subordinated Debt 74,001 Yield Method Implied Discount Rate 6.6 % 13.2 % 10.9 %

Equity 7,812 Enterprise Value EBITDA Multiple 6.0 14.0 10.5

Equity 321 Recent Transactions Transaction Price 100.0 100.0 100.0

Total $ 759,514

Investment Type Fair Value at December 31, 2020 Valuation Techniques Unobservable Inputs Ranges Weighted Average

First Lien Term Loans $ 200,067 Market Yield Analysis Market Yield Discount Rates 4.5 % 7.6 % 6.5 %

7 unchanged sentences

Total $ 335,259

Investment Type Fair Value at December 31, 2019 Valuation Techniques Unobservable Inputs Ranges Weighted Average

First Lien Term Loans $ 178,780 Market Yield Analysis Market Yield Discount Rates 5.4 % 9.0 % 7.3 %

Credit Performance Credit Performance Discount Rates 4.2 % 9.3 % 6.6 %

Recent Transactions 93.5 100.1 98.2

Total $ 178,780

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

Unobservable inputs used in the fair value measurement of debt investments include market yield discount rates and credit performance discount rates.

Debt investments are generally valued using an income analysis, which weighs market yield and credit performance discount rates.

The market yield analysis compares market yield movements from the date of the closing of the investment to the reporting date.

The credit performance analysis determines a yield per unit of leverage at closing and compares that to a current yield per unit of leverage (factoring any change in pricing and change in leverage as a result of the borrower’s actual performance) as of the reporting date.

A recent market trade, if applicable, will also be factored into the valuation.

Material underperformance will typically require an increase in the weighting towards the credit performance analysis.

Equity investments are generally valued using a market analysis.

The market analysis utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies.

The multiple is used to estimate the enterprise value of the underlying investment.

The yield method calculates an implied discount rate at closing and compares that to a current implied discount rate as of the reporting date.

Implied discount rates are determined using a combination of market yield data and borrower performance.

A recent market trade, if applicable, will also be factored into the valuation.

Equity investments are generally valued using a market analysis, which utilizes market value multiples (EBITDA or Revenue) of publicly traded comparable companies and available precedent sales transactions of comparable companies.

The selected multiple is used to estimate the enterprise value of the underlying investment.

Alternative valuation methodologies may be used as appropriate for debt or equity investments, and can include a market analysis, income analysis, or liquidation (recovery) analysis.

A recent transaction, if applicable, may also be factored into the valuation if the transaction price is believed to be an indicator of value.

Weighted average inputs are calculated based on the relative fair value of the investments.

Significant increases (decreases) in discount yields could result in lower (higher) fair value measurements.

Significant decreases in comparable EBITDA multiples may result in a lower fair value measurement.

Significant increases (decreases) in discount rates could result in lower (higher) fair value measurements.

Significant decreases (increases) in comparable multiples may result in lower (higher) fair value measurements.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

RELATED PARTY TRANSACTIONS

1 unchanged sentence

On December 31, 2019, immediately prior to its election to be regulated as a BDC, the Company entered into the Investment Advisory Agreement with the Adviser.

The Company’s Board, including a majority of the directors who are not “interested persons” as defined in the 1940 Act (the “Independent Directors”), has approved the Investment Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, the 1940 Act.

On December 31, 2019, immediately prior to the Company’s election to be regulated as a BDC, the Adviser entered into the Sub-Advisory Agreement with Churchill.

The Company’s Board, including a majority of the Independent Directors, also approved the Sub-Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, the 1940 Act.

The Board, including all of the directors who are not “interested persons” as defined in the 1940 Act (the “Independent Directors”), approved the Investment Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, the 1940 Act.

On December 31, 2019, immediately prior to the Company’s election to be regulated as a BDC, the Adviser entered into the Sub-Advisory Agreement with Churchill, which was subsequently amended and restated on December 11, 2020 and October 7, 2021.

The Board, including all of the Independent Directors, also approved the Sub-Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, the 1940 Act.

The Adviser has delegated substantially all of its day-to-day portfolio-management obligations under the Investment Advisory Agreement to Churchill pursuant to the Sub-Advisory Agreement.

The Adviser has general oversight over the investment process on behalf of the Company and will manage the capital structure of the Company, including, but not limited to, asset and liability management.

The Adviser has general oversight over the investment process on behalf of the Company and manages the capital structure of the Company, including, but not limited to, asset and liability management.

The Adviser also has ultimate responsibility for the Company’s performance under the terms of the Investment Advisory Agreement.

Unless terminated earlier as described below, each Advisory Agreement will remain in effect for a period of two years from December 31, 2019 and will remain in effect on a year-to-year basis thereafter if approved annually by the Board or by the affirmative vote of the holders of a majority of our outstanding voting securities and, in each case, a majority of our Independent Directors.

Unless terminated earlier as described below, each Advisory Agreement will remain in effect for an initial period of two years and will remain in effect on a year-to-year basis thereafter if approved annually either by the Board or by the affirmative vote of the holders of a majority of our outstanding voting securities and, in each case, a majority of our Independent Directors.

Most recently, on November 8, 2021, the Board, including all of the Independent Directors, approved the renewal of the Investment Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, the 1940 Act for an additional one-year term expiring on December 31, 2022.

Each of the Advisory Agreements will automatically terminate in the event of its assignment, as defined in the 1940 Act, by the applicable Adviser and may be terminated by either the Company or the applicable Adviser without penalty upon not less than 60 days’ written notice to the other.

6 unchanged sentences

Following an Exchange Listing, the base management fee will be calculated at an annual rate of 1.25% of Average Total Assets.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

Prior to an Exchange Listing, or any listing of its securities on any other public trading market, the Company will owe no incentive fee to the Adviser.

Following an Exchange Listing, the Company will owe an incentive fee to the Adviser that will consist of two parts.

Prior to an Exchange Listing, or any listing of its securities on any other public trading market, the Company will pay no incentive fee to the Adviser.

Following an Exchange Listing, the Company will pay an incentive fee to the Adviser that will consist of two parts.

The first part will be calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income for the preceding quarter.

5 unchanged sentences

Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 1.50% per quarter (6.0% annually).

Pursuant to the Investment Advisory Agreement, the Company will pay its Adviser an incentive fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows:

Pursuant to the Investment Advisory Agreement, following an Exchange Listing, the Company will pay its Adviser an incentive fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows:

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

• no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle rate of 1.50% (6.0% annually);

2 unchanged sentences

Following an Exchange Listing, the catch-up is meant to provide the Adviser with 15% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.76% in any calendar quarter;

• following an Exchange Listing, 15% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.76% in any calendar quarter.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

• 15% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.76% in any calendar quarter following an Exchange Listing.

Following an Exchange Listing, the second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 15% of the Company’s realized capital gains as of the end of the fiscal year following an Exchange Listing.

4 unchanged sentences

At the end of the applicable year, the amount of capital gains that will serve as the basis for the calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments.

If this number is positive at the end of such year, then the capital gains incentive fee for such year equals 15% of such amount following an Exchange Listing, as applicable, less the aggregate amount of any capital gains incentive fees paid in respect of the Company’s portfolio in all prior years following an Exchange Listing.

For the year ended December 31, 2020, base management fees were $1,522.

As of December 31, 2020 and 2019, $528 and $331, respectively, were unpaid and are included in Management fees payable in the accompanying consolidated statements of assets and liabilities.

As of December 31, 2020 and 2019, the Company was not entitled to any incentive fees under the Investment Advisory Agreement.

Prior to the Merger, the Predecessor Entity paid to its collateral manager, Nuveen Alternatives Advisors LLC, a quarterly management fee on each payment date in arrears of each quarterly period equal to the product of (a) the result obtained by dividing (x) the sum of the outstanding balances of all loans owned by the Predecessor Entity on each day during such accrual period by (y) the number of days in such accrual period and (b) a rate equal to 0.75% per annum.

For the year and period then ended December 31, 2019 and 2018, the Predecessor Entity incurred $1,568 and $451, respectively, in management fee expense.

The Predecessor Entity did not incur any incentive fees for the year and period then ended December 31, 2019 and 2018.

If this number is positive at the end of such year, then the capital gains incentive fee for such year equals 15% of such amount, as applicable, less the aggregate amount of any capital gains incentive fees paid in respect of the Company’s portfolio in all prior years following an Exchange Listing.

For the years ended December 31, 2021, 2020 and 2019, base management fees were $4,049, $1,522 and $1,568.

As of December 31, 2021 and 2020, $1,376 and $528, respectively, of such fees, were unpaid and are included in Management fees payable in the accompanying consolidated statements of assets and liabilities.

As of December 31, 2021 and December 31, 2020, the Company was not entitled to any incentive fees under the Investment Advisory Agreement.

Administration Agreement

1 unchanged sentence

Pursuant to the Administration Agreement, the Administrator furnishes the Company with office facilities and equipment and provides clerical, bookkeeping and record keeping and other administrative services at such facilities.

The Administrator performs, or oversees the performance of, the required administrative services, which include, among other things, assisting the Company with the preparation of the financial records that the Company is required to maintain and with the preparation of reports to shareholders and reports filed with the U.S.

Securities and Exchange Commission ("SEC").

At the request of the Adviser or the Sub-Adviser, the Administrator also may provide managerial assistance on the Company’s behalf to those portfolio companies that have accepted the Company’s offer to provide such assistance.

Bank, National Association, provides the Company with certain fund administration and bookkeeping services pursuant to a sub-administration agreement with the Administrator.

For the year ended December 31, 2020, the Company incurred $534, in fees under the Administration Agreement, which are included in other general and administrative expenses in the accompanying consolidated statements of operations.

As of December 31, 2020 and 2019, $322 and $31, respectively, were unpaid and included in accounts payable and accrued expenses in the accompanying consolidated statements of assets and liabilities.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

For the years ended December 31, 2021, 2020 and 2019, the Company incurred $660, $534 and $64, respectively, in fees under the Administration Agreement, which are included in administration fees in the accompanying consolidated statements of operations.

As of December 31, 2021 and 2020, fees of $418 and $322, respectively, were unpaid and included in management fees payable and accrued expenses in the accompanying consolidated statements of assets and liabilities.

Expense Support Agreement

2 unchanged sentences

Such Expense Payment will be made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from the Adviser to pay such expense, and/or by an offset against amounts due from the Company to the Adviser or its affiliates.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to our shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (such amount referred to as the “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof (each, a “Reimbursement Payment”), to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar quarter have been reimbursed.

5 unchanged sentences

The following table presents a cumulative summary of the Expense Payments and Reimbursement Payments since the Company’s commencement of operations:

As of Expense Payments by Adviser Reimbursement Payments to Adviser Unreimbursed Expense Payments

December 31, 2020 $ 2,403 $ — $ 2,403

December 31, 2019 1,696 — 1,696

For the years and period ended December 31, 2020, 2019 and 2018, the Company received $424, $1,696 and $0, in expense support from the Adviser relating to legal fees, offering costs and debt financing expenses.

As of December 31, 2020, there was no receivable from the Adviser related to reimbursement of debt financing expenses paid by the Company that are being supported through the Expense Support Agreement.

The Predecessor Entity was not a party to the Expense Support Agreement.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

For the Quarter Ended Expense Payments by Adviser Reimbursement Payments to Adviser Unreimbursed Expense Payments Reimbursement Eligibility Expiration

December 31, 2019 $ 1,696 $ — $ 1,696 December 31, 2022

March 31, 2020 182 — 182 March 31, 2023

June 30, 2020 3 — 3 June 30, 2023

September 30, 2020 466 — 466 September 30, 2023

December 31, 2020 56 — 56 December 31, 2023

March 31, 2021 97 — 97 March 31, 2024

June 30, 2021 62 — 62 June 30, 2024

September 30, 2021 47 — 47 September 30, 2024

December 31, 2021 42 — 42 December 31, 2024

Total $ 2,651 $ — $ 2,651

The cumulative amount of expense payments by the advisor for the years ended December 31, 2021 and 2020, are $2,651 and $2,403, respectively.

For the years ended December 31, 2021, 2020 and 2019 the Company received $522, $424 and $1,696, respectively, in expense support from the Adviser relating to legal fees, offering costs and debt financing expenses.

Directors’ Fees

The Company’s Board currently consists of seven members, five of whom are Independent Directors.

On December 9, 2019, the Board established an Audit Committee, a Nominating and Corporate Governance Committee and a Special Transactions Committee, each consisting of the Independent Directors, and may establish additional committees in the future.

The Company’s Board consists of seven members, five of whom are Independent Directors.

On December 9, 2019, the Board established an Audit Committee, a Nominating and Corporate Governance Committee and a Special Transactions Committee, each consisting solely of the Independent Directors, and may establish additional committees in the future.

For the years ended December 31, 2021, 2020 and 2019, the Company incurred $383, $383 and $23, respectively, in fees which are included in Directors’ fees in the accompanying consolidated statements of operations.

As of December 31, 2021 and 2020, $96 and $96, respectively, were unpaid and are included in Directors’ fees payable in the accompanying consolidated statements of assets and liabilities.

The Predecessor Entity did not incur any directors’ fees for the period ended December 31, 2018.

Due to Affiliate

As of December 31, 2020 and 2019, there was a payable due to the Sub-Adviser of $0 and $9, respectively, related to reimbursement of other general and administrative expenses paid by the Sub-Adviser on behalf of the Company.

NUVEEN CHURCHILL DIRECT LENDING CORP.

3 unchanged sentences

The Company, SPV I and SPV II are party to credit facilities as described below.

In accordance with the 1940 Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 150% after such borrowing.

As of December 31, 2020 and 2019, asset coverage was 182.0% and 155.9%, respectively.

In accordance with the 1940 Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is maintained at a level of at least 150% after such borrowings.

As of December 31, 2021 and December 31, 2020, asset coverage was 191.2% and 182.0%, respectively.

The Company, SPV I and SPV II were in compliance with all covenants and other requirements of their respective credit facility agreements.

SPV I Financing Facility

The Predecessor Entity borrowed funds under a revolving credit agreement (the “Agreement”) executed on October 23, 2018.

The Predecessor Entity borrowed funds under a credit agreement (the “Agreement”) executed on October 23, 2018.

The Agreement was originally executed among the Predecessor Entity, Nuveen Alternatives Advisors LLC, as the original collateral manager to the Predecessor Entity, TIAA, as the sole preference shareholder (the “Preference Shareholder”), and Wells Fargo Bank, N.A., as lender (the “Lender”) and administrative agent.

As part of the Agreement, the Predecessor Entity issued to the Lender a $175,000 variable funding note (the " SPV I Financing Facility").

As part of the Agreement, the Predecessor Entity issued to the Lender a $175,000 variable funding note ("SPV I Financing Facility").

Effective on the date of the Merger, the Agreement with the Lender was transferred to SPV I and the borrowings under the Agreement were assumed by SPV I.

4 unchanged sentences

The amendment increased the maximum facility amount available from $175,000 to $275,000, and extended the reinvestment period to October 28, 2023 and the maturity date to October 28, 2025, among other changes.

The SPV I Financing Facility, as so amended, also requires the Company to maintain an asset coverage ratio at least equal to 1.50:1.00.

The SPV I Financing Facility, as so amended, also requires the Company to maintain an asset coverage ratio equal to at least 1.50:1.00.

Advances under the SPV I Financing Facility may be prepaid and reborrowed at any time during the reinvestment period, however, any termination or reduction of the facility amount prior to the second anniversary of the amendment date (subject to certain exceptions) is subject to a commitment reduction fee of 2% (during the first year following the amendment date) or 1% (during the second year).

As of December 31, 2020 and 2019, the SPV I Financing Facility bore interest at a rate of daily LIBOR plus 2.50% and 2.25%, respectively, per annum.

The SPV I Financing Facility also includes certain financial covenants related to liquidity and other maintenance covenants.

As of December 31, 2021 and December 31, 2020 the SPV I Financing Facility bore interest at monthly LIBOR rate, reset daily plus 2.50% and 2.50%, respectively, per annum.

SPV I has pledged all of its assets to the collateral agent to secure its obligations under the SPV I Financing Facility.

Both the Company and SPV I have made customary representations and warranties and are required to comply with various financial covenants related to liquidity and other maintenance covenants, reporting requirements and other customary requirements for similar facilities.

Subscription Facility

On September 10, 2020, the Company entered into a revolving credit agreement (the ‘‘Subscription Facility’’) with Sumitomo Mitsui Banking Corporation (“SMBC”), as the administrative agent for certain secured parties, the syndication agent, the lead arranger, the book manager, the letter of credit issuer and the lender.

The Subscription Facility has a maximum facility amount of $30,000, subject to availability under the "Borrowing Base".

The Borrowing Base is calculated based on the unfunded capital commitments of certain investors that have subscribed to purchase shares of the Company, to the extent the capital commitments of such investors have also been approved by SMBC for inclusion in the Borrowing Base and meet certain additional criteria.

Pursuant to the terms of the revolving credit agreement, on September 10, 2021, the Company extended the maturity date from September 10, 2021 to September 9, 2022.

On August 12, 2021, pursuant to the terms of the revolving credit agreement, the Company increased the maximum commitment of the Subscription Facility from $30,000 to $50,000 subject to availability under the "Borrowing Base".

The Borrowing Base is calculated based on the unfunded capital commitments of certain investors that have subscribed to purchase shares of the Company, to the extent the capital commitments of such investors also have been approved by SMBC for inclusion in the Borrowing Base and meet certain additional criteria.

The Subscription Facility bears interest at a rate of LIBOR plus 1.75% per annum.

The Company also will pay an unused commitment fee of 0.25% per annum on the unused commitments.

The Subscription Facility will mature upon the earliest of:

(a) September 10, 2021;

(b) the date upon which the administrative agent declares the obligations under the Subscription Facility due and payable after the occurrence and during the continuance of an event of default;

(d) the date upon which the Company terminates the commitments pursuant to the Subscription Facility;

or (e) 45 days prior to any capital call termination event (which shall include, without limitation, an Exchange Listing).

The Company also pays an unused commitment fee of 0.25% per annum.

The Subscription Facility is structured as a revolving credit facility secured by the capital commitments of the Company’s subscribed investors.

The Subscription Facility contains certain financial covenants and events of default.

SPV II Financing Facility

On November 24, 2020, SPV II entered into a senior secured revolving credit facility (the “SPV II Financing Facility”) with SMBC, as the administrative agent, the collateral agent and the lender.

NUVEEN CHURCHILL DIRECT LENDING CORP.

1 unchanged sentence

(dollar amounts in thousands, except per share data)

SPV II Financing Facility

On November 24, 2020, SPV II entered into a senior secured revolving credit facility (the “SPV II Financing Facility”) with SMBC, as the administrative agent, the collateral agent and the lender.

The maximum amount for the SPV II Financing Facility is $150,000 (the “Maximum Facility Amount”).

On December 23, 2021, the Company amended the SPV II Financing Facility agreement, which increased the maximum commitment of the SPV II Financing Facility from $150,000 to $225,000 (the “Maximum Facility Amount”) and reduced the interest rate on the borrowings from LIBOR plus 2.50% to LIBOR plus 2.15%.

Under the SPV II Financing Facility, which matures on November 24, 2025, the lender has agreed to extend credit to SPV II in an aggregate principal amount up to the Maximum Facility Amount.

SPV II’s ability to draw under the Facility is scheduled to terminate on November 24, 2023.

As of December 31, 2020, the SPV II Financing Facility bears interest at a rate of one-month LIBOR plus 2.50% per annum.

SPV II has pledged all of its assets to the collateral agent to secure its obligations under the facility.

The Company's ability to draw under the SPV II Financing Facility is scheduled to terminate on November 24, 2023.

As of December 31, 2021 and December 31, 2020, the SPV II Financing Facility bore interest at one-month LIBOR plus 2.15% and 2.50%, respectively, per annum.

SPV II has pledged all of its assets to the collateral agent to secure its obligations under the SPV II Financing Facility.

Both the Company and SPV II have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar facilities.

1 unchanged sentence

The fair value of the Company's credit facilities, which would be categorized as Level 3 within the fair value hierarchy as of December 31, 2021 and 2020, approximates their carrying values.

The carrying amounts of the Company and Predecessor Entity’s assets and liabilities, including the credit facilities, other than investments at fair value, approximate fair value due to their short maturities.

The carrying amounts of the Company assets and liabilities, including the credit facilities, other than investments at fair value, approximate fair value due to their short maturities.

The borrowings consisted of the following as of December 31, 2021 and 2020:

16 unchanged sentences

SPV I Financing Facility

Subscription Facility

SPV II Financing Facility

Total Commitment $ 275,000 $ 30,000 $ 150,000 $ 455,000

Borrowings Outstanding (1)

146,135 17,500 28,547 192,182

Unused Portion (2)

128,865 12,500 121,453 262,818

Amount Available (3)

121,110 12,500 111,799 245,409

_______________

(1) Borrowings outstanding on the consolidated statements of assets and liabilities are net of deferred financing costs.

4 unchanged sentences

(dollar amounts in thousands, except per share data)

For the years and period ended December 31, 2020, 2019 and 2018, the components of interest expense and debt financing expenses were as follows:

For the Years Ended December 31, For the period from January 12, 2018 (Commencement of Operations) through December 31,

For the years ended December 31, 2021, 2020 and 2019, the components of interest expense and debt financing expenses were as follows:

For the Years Ended December 31,

2021 2020 2019

2 unchanged sentences

Amortization of deferred financing costs (1)

1,152 431 443

Total interest and debt financing expenses $ 9,827 $ 4,486 $ 6,746

Average interest rate (2)

3.0 % 3.5 % 4.8 %

Average daily borrowings $ 287,288 $ 116,942 $ 130,924

_______________

(1) For year ended December 31, 2020, $116 of deferred financing costs were designated for reimbursement pursuant to the Expense Support Agreement.

(1) For year ended December 31, 2021 and 2020, $271 and $116 of deferred financing costs were designated for reimbursement pursuant to the Expense Support Agreement, respectively.

(2) Average interest rate includes borrowing interest expense and unused fees.

Contractual Obligations

2 unchanged sentences

As of December 31, 2021 Total Less than 1 Year 1 to 3 years 3 to 5 years More than 5 Years

Financing Facility - SPV I $ 146,135 $ — $ — $ 146,135 $ —

SPV I - Financing Facility $ 231,600 $ — $ — $ 231,600 $ —

Subscription Facility 34,000 34,000 — — —

Financing Facility - SPV II 28,547 — — 28,547 —

SPV II - Financing Facility 144,447 — — 144,447 —

Total debt obligations $ 410,047 $ 34,000 $ — $ 376,047 $ —

1 unchanged sentence

As of December 31, 2020 Total Less than 1 Year 1 to 3 years 3 to 5 years More than 5 Years

Financing Facility - SPV I $ 118,435 $ — $ 118,435 $ — $ —

SPV I - Financing Facility $ 146,135 $ — $ — $ 146,135 $ —

Subscription Facility 17,500 17,500 — — —

SPV II - Financing Facility 28,547 — — 28,547 —

Total debt obligations $ 192,182 $ 17,500 $ — $ 174,682 $ —

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

COMMITMENTS AND CONTINGENCIES

4 unchanged sentences

No accrual has been made in the consolidated financial statements as of December 31, 2021 and 2020 for any such exposure.

The debt investments held as of December 31, 2020 and 2019 included the following unfunded loan commitments:

As of December 31, 2021 and 2020, the Company had the following unfunded commitments to fund delayed draw loans:

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

Portfolio Company December 31, 2021 December 31, 2020

Affinity Hospice $ 3,810 $ —

Anne Arundel 954 631

Argano, LLC 1,041 —

Arotech 3,057 3,514

B2B Packaging 2,335 178

BCM One 1,858 —

Blackbird Purchaser, Inc.

Bounteous 4,467 —

Brillio LLC — 500

Bullhorn, Inc.

BusinessSolver 2,121 —

Cadmus 1,667 —

Classic Collision 2,964 —

Cornerstone Advisors of Arizona LLC — 216

Covercraft 4,386 —

Diligent Corporation 394 503

Gabriel Partners LLC — 1,429

Genesee Scientific 2,027 —

GHR Healthcare 3,458 —

Go Engineer 3,191 —

Heartland Home Services 2,788 2,637

JEGS Automotive 930 —

NJEye LLC 2,277 2,277

North Haven Spartan US Holdco LLC — 1,228

Output Services Group Inc — 24

PCF Insurance — 9,868

PromptCare 2,786 —

Resource Label Group LLC — 1,043

Revalize 1,627 —

Scaled Agile 1,923 —

Sciens Building Solutions, LLC 4,950 —

SEKO Global Logistics 907 907

SM Wellness Holdings, Inc.

Smile Brands 1,959 —

Solve Industrial Motion Group 264 —

Spectrio II 3,823 2,941

TailWind Randy's LLC — 317

The Facilities Group 2,514 —

Tinuiti 11,576 1,961

Unified Physician Management LLC — 432

TPC Wire & Cable 938 —

Vensure Employer Services 3,545 —

Vital Records Control 406 —

Warrior Acquisition Inc 622 622

Watermill Express, LLC 318 —

Wittichen Supply 2,311 —

Total unfunded commitments $ 93,876 $ 29,544

The Company believes its assets will provide adequate coverage to satisfy these unfunded commitments.

As of December 31, 2021 , the Company had cash and cash equivalents of $35,186 and $86,095 in available borrowings under its credit facilities.

NUVEEN CHURCHILL DIRECT LENDING CORP.

1 unchanged sentence

(dollar amounts in thousands, except per share data)

The Predecessor Entity authorized the issuance of up to 497,500,000 redeemable Preference Shares (“Preference Shares”), par value of U.S.

$0.0001 per share.

The Predecessor Entity issued its Preference Shares to one preference shareholder, TIAA.

TIAA is an affiliate of the Company.

The Predecessor Entity authorized and issued 250 ordinary shares of capital.

These ordinary shares were held by MaplesFS Limited, the share registrar of the Predecessor Entity.

The ordinary shares had zero market value in the Predecessor Entity as of December 31, 2019 and prior to the Merger.

Pursuant to the Agreement, on each quarterly payment date prior to the Merger, in accordance with order of priority of payments, the collateral manager directed the collateral agent to allocate any collected interest proceeds not otherwise paid out to be allocated as a distribution to the preference shareholders.

For the year ended December 31, 2019 the Predecessor Entity paid distributions of $5,628 to TIAA.

The Company has the authority to issue 500,000,000 shares of common stock, $0.01 per share par value.

The Company has the authority to issue 500,000,000 shares of common stock, par value $0.01 per share.

On December 19, 2019, the Company issued its initial 50 shares to TIAA in connection with the formation of the Company.

7 unchanged sentences

Date Shares Issued Proceeds Received Issuance Price per Share

December 9, 2021 1,491,676 $29,207 $19.58

November 1, 2021 1,546,427 $30,000 $19.40

August 23, 2021 2,593,357 $50,000 $19.28

July 26, 2021 1,564,928 $30,000 $19.17

June 22, 2021 1,034,668 $20,000 $19.33

April 23, 2021 1,845,984 $35,000 $18.96

March 11, 2021 785,751 $15,000 $19.09

November 6, 2020 1,870,660 $35,000 $18.71

October 16, 2020 1,057,641 $20,000 $18.91

6 unchanged sentences

December 29, 2021 December 29, 2021 January 18, 2022 $0.40

September 29, 2021 September 29, 2021 October 11, 2021 $0.38

June 29, 2021 June 29, 2021 July 12, 2021 $0.31

March 29, 2021 March 29, 2021 April 19, 2021 $0.30

December 29, 2020 December 29, 2020 January 18, 2021 $0.28

November 4, 2020 November 4, 2020 November 11, 2020 $0.23

4 unchanged sentences

(dollar amounts in thousands, except per share data)

The following table reflects the shares issued pursuant to the dividend reinvestment plan during the year ended December 31, 2020:

The following table reflects the shares issued pursuant to the dividend reinvestment from inception through December 31, 2021:

Date Declared Record Date Payment Date Shares Issued

December 29, 2021 December 29, 2021 January 18, 2022 23,017

September 29, 2021 September 29, 2021 October 11, 2021 10,639

June 29, 2021 June 29, 2021 July 12, 2021 3,039

March 29, 2021 March 29, 2021 April 19, 2021 1,824

December 29, 2020 December 29, 2020 January 18, 2021 1,550

November 4, 2020 November 4, 2020 November 11, 2020 98

August 4, 2020 August 4, 2020 August 11, 2020 34

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

CONSOLIDATED FINANCIAL HIGHLIGHTS

7 unchanged sentences

Net realized gain (loss) (1)

0.06 0.08 0.12 —

Net change in unrealized appreciation (depreciation) (1)

27 unchanged sentences

Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at the quarter end NAV per share preceding the distribution.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

(5) Ratios are annualized except for expense support amounts relating to organizational costs.

The ratio of net expenses to average net assets was 9.05%, 13.92%, and 6.01% for the years and period ended December 31, 2020, 2019, and 2018, respectively, on an annualized basis, excluding the effect of expense support which represented (0.45)%, (2.21)%, and 0.00% of average net assets, respectively.

The ratio of total expenses to average net assets was 6.63%, 9.05%, 13.92% and 6.01% for the years and period ended December 31, 2021, 2020, 2019 and 2018, respectively, on an annualized basis, excluding the effect of expense support which represented (0.21)%, (0.45)%, (2.21)% and 0.00% of average net assets, respectively.

Average net assets is calculated utilizing quarterly net assets.

(6) The ratio of interest and debt financing expenses to average net assets for the years and period ended December 31, 2020, 2019 and 2018 was 4.77% and 8.80% and 4.73%, respectively.

(6) The ratio of interest and debt financing expenses to average net assets for the years and period ended December 31, 2021, 2020, 2019 and 2018 was 3.93%, 4.77%, 8.80% and 4.73%, respectively.

Average net assets is calculated utilizing quarterly net assets.

3 unchanged sentences

(dollar amounts in thousands, except per share data)

The Company intends to elect to be treated and intends to be subject to tax as a RIC under Subchapter M of the Code for the fiscal year ending December 31, 2020.

As a result, the Company must distribute substantially all of its net taxable income each tax year as dividends to its shareholders.

Accordingly, no provision for federal income tax has been made in the financial statements.

For income tax purposes, dividends paid and distributions made to the Company's shareholders are reported by the Company to the shareholders as ordinary income, capital gains, or a combination thereof.

The tax character of the distributions paid for the initial year ended December 31, 2020 was as follows:

December 31, 2020

Distributions paid from:

Ordinary income $ 5,230

Net long-term capital gains 407

Tax return of capital —

Total taxable distributions $ 5,637

Taxable income generally differs from net increase (decrease) in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses and generally excludes unrealized appreciation (depreciation) on investments as investment gains and losses are not included in taxable income until they are realized.

As of December 31, 2020, the components of Accumulated Earnings (Losses) on a tax basis were as follows:

December 31, 2020

The Company elected to be treated for U.S.

federal income tax purposes as a RIC under Subchapter M of the Code beginning with its taxable year ending December 31, 2019 and intends to continue to qualify annually as a RIC.

As a result, the Company must timely distribute substantially all of its net taxable income each tax year as dividends to its shareholders.

Accordingly, no provision for federal income tax has been made in the consolidated financial statements.

The Company will file income tax returns in U.S.

federal and applicable state and local jurisdictions.

The Company’s federal income tax return is generally subject to examination for a period of three fiscal years after being filed.

State and local tax returns may be subject to examination for an additional period of time depending on the jurisdiction.

Management has analyzed the Company’s tax positions taken for the open tax year and has concluded that no provision for income tax is required in the Company’s consolidated financial statements.

Taxable income generally differs from net increase (decrease) in net assets resulting from operations for financial reporting purposes due to the timing of temporary and permanent differences in the recognition of gains and losses on investment transactions.

Temporary differences do not require reclassification.

For the years ended December 31, 2021 and 2020, permanent differences that resulted in reclassifications among the components of net assets resulting from operations relate primarily to offering costs, paydowns, amendment fees and distribution reallocations.

Temporary and permanent differences have no impact on the Company’s net assets.

For the years ended December 31, 2021 and 2020, the Company's cost of investments for federal income tax purposes and gross unrealized appreciate and depreciation on investments were as follows:

December 31, 2021 December 31, 2020

Tax cost of investments $ 770,085 $ 338,738

Gross unrealized appreciation on investments 7,120 1,260

Gross unrealized depreciation on investments (4,192) (4,739)

Net unrealized appreciation (depreciation) on investments $ 773,013 $ 335,259

As of December 31, 2021 and 2020, the components of Accumulated Earnings (Losses) on a tax basis were as follows:

December 31, 2021 December 31, 2020

Undistributed Ordinary Income - Net 146 —

3 unchanged sentences

Unrealized Earnings (Losses) - Net 2,742 (3,453)

Other book-to-tax differences 213 —

Total Accumulated Earnings (Losses) - Net $ 3,432 $ (3,446)

1 unchanged sentence

Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred after September 30, 2011 will not be subject to expiration.

As of December 31, 2020, the Company estimates that it will not have any capital loss carryforward available for use in future tax years.

As of December 31, 2021, the Company did not have any capital loss carryforward available for use in future tax years.

The tax character of the distributions paid for the years ended December 31, 2021 and 2020 was as follows:

December 31, 2021 December 31, 2020

Distributions paid from:

Ordinary income $ 19,929 $ 5,230

Net long-term capital gains 390 407

Total taxable distributions $ 20,319 $ 5,637

NUVEEN CHURCHILL DIRECT LENDING CORP.

1 unchanged sentence

(dollar amounts in thousands, except per share data)

In order to present certain components of the Company's capital accounts on a tax-basis, certain reclassifications have been recorded to the Company's accounts.

These reclassifications have no impact on the net asset value of the Company and primarily result from the accumulated undistributed earnings earned by the Predecessor Entity prior to the Merger and the re-designation of dividends of the Company.

December 31, 2020

Paid-in capital in excess of par $ 2,087

Accumulated undistributed net investment income $ (1,791)

Accumulated net realized gain (loss) $ (296)

As of December 31, 2020, the Company's cost of investments for federal income tax purposes and gross unrealized appreciate and depreciation on investments were as follows:

December 31, 2020

Cost of investments $ 338,738

Gross unrealized appreciation on investments 1,260

Gross unrealized depreciation on investments (4,739)

Net unrealized appreciation (depreciation) on investments $ 335,259

The Company is subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year.

For the years ended December 31, 2021, and 2020 the Company incurred $0 and $0, respectively, in excise tax expense.

Following the Merger on December 31, 2019, the Company was determined to be a RIC for one day during the 2019 tax year.

1 unchanged sentence

The Company paid excise tax of $4 on the undistributed income earned on December 31, 2019 in March 2020.

The Company accounts for income taxes in conformity with ASC Topic 740, Income Taxes ("ASC 740").

ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements.

ASC 740 requires the evaluation of tax positions taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" to be sustained by the applicable tax authority.

Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year.

Based on its analysis of its tax position for all open tax years (the current and prior years, as applicable), the Company has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740.

The Company's tax returns for the 2019 and 2020 tax years remain subject to examination by U.S federal and most state tax authorities.

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

For the quarter ended

December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020

Total investment income $ 4,790 $ 2,967 $ 2,595 $ 2,951

Net investment income $ 1,930 $ 1,369 $ 1,339 $ 577

Net realized gain (loss) on investments $ 178 $ 133 $ 129 $ (31)

Net change in unrealized appreciation (depreciation) on investments $ 959 $ 3,124 $ (3,590) $ (3,972)

Net increase (decrease) in net assets resulting from operations $ 3,067 $ 4,626 $ (2,122) $ (3,426)

Net investment income per share- basic and diluted $ 0.26 $ 0.27 $ 0.34 $ 0.17

Net increase (decrease) in net assets resulting from operations per share- basic and diluted $ 0.41 $ 0.92 $ (0.54) $ (1.04)

Net asset value per share at period end $ 18.74 $ 18.86 $ 18.28 $ 18.96

For the quarter ended

December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019

Total investment income $ 3,746 $ 4,227 $ 4,082 $ 3,341

Net investment income $ 1,306 $ 1,941 $ 1,822 $ 1,348

Net realized gain (loss) on investments $ 154 $ 221 $ 70 $ 45

Net change in unrealized appreciation (depreciation) on investments $ 198 $ 69 $ 411 $ (300)

Net increase (decrease) in net assets resulting from operations $ 1,658 $ 2,231 $ 2,303 $ 1,093

Net investment income per share- basic and diluted $ 0.32 $ 0.44 $ 0.44 $ 0.37

Net increase (decrease) in net assets resulting from operations per share- basic and diluted $ 0.41 $ 0.51 $ 0.55 $ 0.30

Net asset value per share at period end $ 20.00 $ 19.93 $ 19.86 $ 19.65

For the quarter ended

December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018

Total investment income $ 2,176 $ 1,451 $ 699 $ 178

Net investment income $ 1,170 $ 270 $ 400 $ (132)

Net realized gain (loss) on investments $ 8 $ 70 $ 1 $ —

Net change in unrealized appreciation (depreciation) on investments $ (211) $ (72) $ (120) $ 51

Net increase (decrease) in net assets resulting from operations $ 967 $ 268 $ 281 $ (81)

Net investment income per share- basic and diluted $ 0.43 $ 0.13 $ 0.19 $ (0.14)

Net increase (decrease) in net assets resulting from operations per share- basic and diluted $ 0.36 $ 0.13 $ 0.14 $ (0.09)

Net asset value per share at period end $ 19.48 $ 19.56 $ 19.43 $ 19.29

NUVEEN CHURCHILL DIRECT LENDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, except per share data)

SUBSEQUENT EVENTS

1 unchanged sentence

There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of December 31, 2021, except as discussed below.

On January 6, 2022, the Company delivered a drawdown notice to its shareholders relating to the issuance of 1,541,568 shares of the Company's common stock, par value $0.01 per share, for an aggregate offering price of $30,000.

The shares were issued on January 21, 2022.

On January 18, 2022, the Company held a Subsequent Closing and entered into subscription agreements with additional investors for total commitments of $46,535.

On February 25, 2021, the Company delivered a drawdown notice to its shareholders relating to the issuance of 785,751 shares of the Company's common stock, par value $0.01 per share, for an aggregate offering price of $15,000.

The shares were issued on March 11, 2021.

On March 10, 2021, the Company held a Subsequent Closing and entered into subscription agreements with additional investors for total commitments of $48,150.

On February 15, 2022, the Company held a Subsequent Closing and entered into subscription agreements with additional investors for total commitments of $46,875.

On February 28, 2022, the Company held a Subsequent Closing and entered into subscription agreements with additional investors for total commitments of $30,700.

On March 8, 2022, the Company’s board of directors determined to conduct a follow-on offering of the Company's shares of common stock following the end of the current Fundraising Period, which will end on March 13, 2022, to “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act in reliance on exemptions from the registration requirements of the 1933 Act (the “Follow-on Offering”).

The initial closing of the Follow-on Offering may occur at any time on or after March 14, 2022 (the “Initial Closing”) and the Company expects to hold additional closings until the conclusion of the fiscal quarter ending June 30, 2022.

The Board may, in its sole discretion, extend the Follow-on Offering.

On March 8, 2022, the Company's Adviser and Sub-Adviser entered into the third amended and restated investment sub-advisory agreement (the “Third Amended and Restated Sub-Advisory Agreement”).

The terms of the Third Amended and Restated Sub-Advisory Agreement are substantially the same as the second amended and restated investment sub-advisory agreement, dated as of October 7, 2021, by and between the Adviser and the Sub-Adviser, except for the allocation of compensation between the Adviser and the Sub-Adviser thereunder.

Pursuant to the Third Amended and Restated Sub-Advisory Agreement, the percentage of the aggregate management and incentive fees payable by the Company to the Adviser (the “Advisory Fees”) that the Adviser is required to pay to the Sub-Adviser was reduced from 70% to 67.5%.

The Third Amended and Restated Sub-Advisory Agreement and accompanying changes in allocation of the Advisory Fees between the Adviser and the Sub-Adviser will not have an economic impact on the Advisory Fees payable by the Company or result in any changes to services provided by the Adviser or the Sub-Adviser to the Company.

The Company’s board of directors unanimously approved the Third Amended and Restated Sub-Advisory Agreement pursuant to the requirements of the Investment Company Act of 1940, as amended.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data