UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-35538

The Carlyle Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	45-2832612
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)

1001 Pennsylvania Avenue, NW

Washington, DC, 20004-2505

(Address of principal executive offices) (Zip Code)

(202) 729-5626

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CG	The Nasdaq Global Select Market
4.625% Subordinated Notes due 2061 of Carlyle Finance L.L.C.	CGABL	The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files). Yes ý No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See

the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new

or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal

control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or

issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the

filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received

by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý

The aggregate market value of the common stock of the Registrant held by non-affiliates as of June 30, 2023 was $8,383,674,409.

The number of the Registrant’s shares of common stock outstanding as of February 16, 2024 was 362,113,740.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement relating to its 2024 annual meeting of the shareholders (the “2024 Proxy Statement”) are

incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement will be filed with the U.S. Securities

and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

		Page
PART I.
ITEM 1.	BUSINESS	7
ITEM 1A.	RISK FACTORS	30
ITEM 1B.	UNRESOLVED STAFF COMMENTS	104
ITEM 1C.	CYBERSECURITY	104
ITEM 2.	PROPERTIES	106
ITEM 3.	LEGAL PROCEEDINGS	106
ITEM 4.	MINE SAFETY DISCLOSURES	106
PART II.
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER<br><br>MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	106
ITEM 6.	[RESERVED]	108
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND<br><br>RESULTS OF OPERATIONS	109
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	164
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	166
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND<br><br>FINANCIAL DISCLOSURE	240
ITEM 9A.	CONTROLS AND PROCEDURES	240
ITEM 9B.	OTHER INFORMATION	241
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	241
PART III.
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	242
ITEM 11.	EXECUTIVE COMPENSATION	242
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT<br><br>AND RELATED STOCKHOLDER MATTERS	242
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR<br><br>INDEPENDENCE	242
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	242
PART IV.
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	243
ITEM 16.	FORM 10-K SUMMARY	247

Forward-Looking Statements

This Annual Report on Form 10-K may contain forward-looking statements within the meaning of Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements

include, but are not limited to, statements related to our expectations, estimates, beliefs, projections, future plans and strategies,

anticipated events or trends, and similar expressions and statements that are not historical facts, including our expectations

regarding the performance of our business, our financial results, our liquidity and capital resources, contingencies, and our

dividend policy. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,”

“expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,”

“estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements

are subject to various risks, uncertainties, and assumptions. Accordingly, there are or will be important factors that could cause

actual outcomes or results to differ materially from those indicated in these statements including, but not limited to, those listed

below and those described under the section entitled “Risk Factors” in this Annual Report on Form 10-K, as such factors may

be updated from time to time in our periodic filings with the U.S. Securities and Exchange Commission (the “SEC”), which are

accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in

conjunction with the other cautionary statements that are included in this Annual Report on Form 10-K and in our other

periodic filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statements,

whether as a result of new information, future developments, or otherwise, except as required by applicable law.

Summary of Risk Factors

The following is only a summary of the principal risks that may materially adversely affect our business, financial

condition, results of operations, and cash flows. The following should be read in conjunction with the complete discussion of

risk factors we face, which are set forth in Item 1A “Risk Factors.”

Risks Related to Our Company

•Adverse economic and market conditions and other events or conditions throughout the world could negatively impact our

business in many ways, including by reducing the value or performance of the investments made by our investment funds

and reducing the ability of our investment funds to raise capital, any of which could materially reduce our revenue,

earnings, and cash flow and adversely affect our financial prospects and condition.

•Our use of leverage may expose us to substantial risks.

•Our revenue, earnings, net income, and cash flow can all vary materially, which may make it difficult for us to achieve

steady earnings growth on a quarterly basis.

•Given our focus on achieving superior investment performance and maintaining and strengthening investor relations, we

may reduce our AUM, restrain its growth, reduce our fees, or otherwise alter the terms under which we do business when

we deem it in the best interest of our investors—even in circumstances where such actions might be contrary to the near-

term interests of our stockholders.

•We depend on our senior Carlyle professionals, including our Chief Executive Officer, and the loss of their services or

investor confidence in such personnel could have a material adverse effect on our business, results of operations, and

financial condition.

•Recruiting and retaining our professionals has become more difficult and may continue to be difficult in the future, which

could adversely affect our business, results of operations, and financial condition.

•We may not be successful in expanding into new investment strategies, geographic markets, and businesses and new types

of investors, which could adversely affect our business, results of operations, and financial condition.

Risks Related to Regulation and Litigation

•Laws and regulations relating to privacy, data protection, data transfers, data localization, and data security worldwide may

limit the use and adoption of our services and adversely affect our business.

•Extensive regulation in the United States and abroad affects our activities, increases the cost of doing business, and creates

the potential for significant liabilities and penalties.

•Financial regulations and changes thereto in the United States could adversely affect our business and the possibility of

increased regulatory focus could result in additional burdens and expenses on our business.

•Regulatory initiatives in jurisdictions outside the United States could adversely affect our business.

•Increasing scrutiny from stakeholders on sustainability matters, including our ESG reporting, exposes us to reputational

and other risks.

•We are subject to substantial risk of litigation and regulatory proceedings and may face significant liabilities and damage to

our professional reputation as a result of litigation and regulatory allegations and negative publicity.

Risks Related to Our Business Operations

Risks Related to the Assets We Manage

•The alternative asset management business is intensely competitive.

•Poor performance of our investment funds would cause a decline in our revenue, income, and cash flow, may obligate us to

repay carried interest previously paid to us, and could adversely affect our ability to raise capital for future investment

funds.

•The historical returns attributable to our funds, including those presented in this report, should not be considered as

indicative of the future results of our funds or of our future results or of any returns expected on an investment in our

common stock.

•Our asset management business depends in large part on our ability to raise capital from third-party investors. If we are

unable to raise capital from third-party investors, we would be unable to collect management fees or deploy their capital

into investments and potentially collect carried interest, which would materially reduce our revenue and cash flow and

adversely affect our financial condition.

•We have increasingly undertaken business initiatives to increase the number and type of investment products we offer to

retail investors, which could expose us to new and greater levels of risk.

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

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

•Valuation methodologies for certain assets in our funds can involve subjective judgments, and the fair value of assets

established pursuant to such methodologies may be incorrect, which could result in the misstatement of fund performance

and accrued performance allocations.

•The due diligence process that we undertake in connection with investments by our investment funds may not reveal all

facts that may be relevant in connection with an investment.

•High interest rates and challenging debt market conditions could negatively impact the values of certain assets or

investments and the ability of our funds and their portfolio companies to access the capital markets on attractive terms,

which could adversely affect investment and realization opportunities, lead to lower-yielding investments, and potentially

decrease our net income.

•Our funds invest in relatively high-risk, illiquid assets, and we may fail to realize any profits from these activities for a

considerable period of time or lose some or all of our principal investments.

•Our funds make investments in companies that are based outside of the United States, which may expose us to additional

risks not typically associated with investing in companies that are based in the United States.

•Certain of our fund investments may be concentrated in particular asset types or geographic regions, which could

exacerbate any negative performance of those funds to the extent those concentrated investments perform poorly.

•Our CLO business and investment into CLOs involves certain risks.

•Our Global Investment Solutions business is subject to additional risks.

Industry Risks Related to the Assets We Manage

•Our real estate funds are subject to risks inherent in the ownership and operation of real estate and the construction and

development of real estate.

•Our energy business is involved in oil and gas investments (i.e., exploration, production, storage, transportation, logistics,

refining, marketing, trading, petrochemicals, energy services, and other opportunistic investments), which entail a high

degree of risk.

•Investments in the natural resources industry, including the infrastructure and power industries, involve various

operational, construction, and regulatory risks.

•Investments in the insurance industry (including our investment in Fortitude) could be adversely impacted by insurance

regulations and potential regulatory reforms.

Risks Related to Our Common Stock

•The market price of our common stock may decline due to the large number of shares of common stock eligible for future

sale.

•Carlyle Group Management L.L.C. has significant influence over us and its interests may conflict with ours or yours.

•Our founders have the right to designate members of our Board of Directors.

•Our amended and restated certificate of incorporation does not limit the ability of our former general partner, founders,

directors, officers, or stockholders to compete with us.

•Anti-takeover provisions in our organizational documents and Delaware law may discourage or delay acquisition attempts

for us that stockholders might consider favorable.

Risks Related to Taxation

•Changes in relevant tax laws, regulations, or treaties or an adverse interpretation of these items by tax authorities could

negatively impact our effective tax rate, tax liability, and/or the performance of certain funds should unexpected taxes be

assessed to portfolio investments (companies) or fund income.

•U.S. and foreign tax regulations could adversely affect our ability to raise funds from certain foreign investors and increase

compliance costs.

On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P.

into a Delaware Corporation named The Carlyle Group Inc. (the conversion, together with such restructuring steps and related

transactions, the “Conversion”).

Unless the context suggests otherwise, references in this report to “Carlyle,” the “Company,” “we,” “us” and “our”

refer to The Carlyle Group Inc. and its consolidated subsidiaries. References to our common stock or shares in periods prior to

the Conversion refer to the common units of The Carlyle Group L.P. When we refer to our “senior Carlyle professionals,” we

are referring to the partner-level personnel of our firm. References in this report to the ownership of the senior Carlyle

professionals include the ownership of personal planning vehicles of these individuals. When we refer to the “Carlyle Holdings

partnerships” or “Carlyle Holdings,” we are referring to Carlyle Holdings I L.P., Carlyle Holdings II L.P., and Carlyle Holdings

III L.P., which prior to the Conversion were the holding partnerships through which the Company and our senior Carlyle

professionals and other holders of Carlyle Holdings partnership units owned their respective interests in our business.

“Carlyle funds,” “our funds” and “our investment funds” refer to the investment funds and vehicles advised by Carlyle.

“Carry funds” generally refers to closed-end investment vehicles, in which commitments are drawn down over a

specified investment period, and in which the general partner receives a special residual allocation of income from limited

partners, which we refer to as carried interest, in the event that specified investment returns are achieved by the fund.

Disclosures referring to carry funds will also include the impact of certain commitments that do not earn carried interest, but are

either part of, or associated with our carry funds. The rate of carried interest, as well as the share of carried interest allocated to

Carlyle, may vary across the carry fund platform. Carry funds generally include the following investment vehicles across our

three business segments:

•Global Private Equity: Buyout, middle market and growth capital, real estate, infrastructure and natural resources

funds advised by Carlyle, as well as certain energy funds advised by our strategic partner NGP Energy Capital

Management (“NGP”) in which Carlyle is entitled to receive a share of carried interest (“NGP Carry Funds”);

•Global Credit: Opportunistic credit, aircraft finance, and other closed-end credit funds advised by Carlyle; and

•Global Investment Solutions: Funds and vehicles advised by AlpInvest Partners B.V. and its affiliates

(“AlpInvest”), which include primary fund, secondary and portfolio financing, and co-investment strategies.

Carry funds specifically exclude certain legacy Abingworth funds in which Carlyle is not entitled to receive a share of

carried interest, collateralized loan obligation vehicles (“CLOs”), our business development companies and associated managed

accounts, as well as capital raised from strategic third-party investors which directly invest in Fortitude (defined below)

alongside a carry fund.

For an explanation of the fund acronyms used throughout this report, refer to Item 1 “Business–Our Global Investment

Offerings.”

“Fortitude” refers to Fortitude Group Holdings, LLC (“Fortitude Holdings”) prior to October 1, 2021 and to FGH

Parent, L.P. (“FGH Parent”) as of October 1, 2021. On October 1, 2021, the owners of Fortitude Holdings contributed their

interests to FGH Parent such that FGH Parent became the direct parent of Fortitude Holdings. Fortitude Holdings owns 100%

of the outstanding common shares of Fortitude Reinsurance Company Ltd., a Bermuda domiciled reinsurer (“Fortitude Re”).

See Note 5 to the consolidated financial statements in Part II, Item 8 of this report for more information regarding the

Company’s strategic investment in Fortitude.

“Fee-earning assets under management” or “Fee-earning AUM” refers to the assets we manage or advise from which

we derive recurring fund management fees. Our Fee-earning AUM is generally based on one of the following, once fees have

been activated:

(a)the amount of limited partner capital commitments, generally for carry funds where the original investment period has

not expired and for AlpInvest carry funds during the commitment fee period;

(b)the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-investment

vehicles where the original investment period has expired, as well as one of our business development companies;

(c)the amount of aggregate fee-earning collateral balance of our CLOs and other securitization vehicles, as defined in the

fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions) as of the quarterly

cut-off date;

(d)the external investor portion of the net asset value of certain carry funds;

(e)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement;

(f)the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our business

development companies and certain carry funds; or

(g)the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee

period has expired and certain carry funds where the investment period has expired.

“Assets under management” or “AUM” refers to the assets we manage or advise. Our AUM generally equals the sum

of the following:

(a) the aggregate fair value of our carry funds and related co-investment vehicles, and separately managed accounts, plus

the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle commitments to

those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the terms of their capital

commitments to those funds and vehicles;

(b) the amount of aggregate collateral balance and principal cash or aggregate principal amount of the notes of our CLOs

and other structured products (inclusive of all positions);

(d)the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement; and

(e) the gross assets (including assets acquired with leverage) of our business development companies, plus the capital that

Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital commitments to those

vehicles.

We include in our calculation of AUM and Fee-earning AUM certain energy and renewable resources funds that we

jointly advise with Riverstone Holdings L.L.C. (“Riverstone”) and the NGP Carry Funds that are advised by NGP. Our

calculation of AUM also includes third-party capital raised for the investment in Fortitude through a Carlyle-affiliated

investment fund and from strategic investors which directly invest in Fortitude alongside the fund. The total AUM and Fee-

earning AUM related to the strategic advisory services agreement with Fortitude is inclusive of the net asset value of

investments in Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which

they are invested.

For most of our carry funds, total AUM includes the fair value of the capital invested, whereas Fee-earning AUM

includes the amount of capital commitments or the remaining amount of invested capital, depending on whether the original

investment period for the fund has expired. As such, Fee-earning AUM may be greater than total AUM when the aggregate fair

value of the remaining investments is less than the cost of those investments.

Our calculations of AUM and Fee-earning AUM may differ from the calculations of other asset managers. As a result,

these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of

AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment

funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management

fees, incentive fees or performance allocations. Our calculations of AUM or Fee-earning AUM are not based on any definition

of AUM or Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.

“Performance Fee Eligible AUM” represents the AUM of funds for which we are entitled to receive performance

allocations, inclusive of the fair value of investments in those funds (which we refer to as “Performance Fee Eligible Fair

Value”) and their Available Capital. Performance Fee Eligible Fair Value is “Performance Fee-Generating” when the associated

fund has achieved the specified investment returns required under the terms of the fund’s agreement and is accruing

performance revenue as of the quarter-end reporting date. Funds whose performance allocations are treated as fee related

performance allocations are excluded from these metrics.

“Perpetual Capital” refers to the assets we manage or advise which have an indefinite term and for which there is no

immediate requirement to return capital to investors upon the realization of investments made with such capital, except as

required by applicable law. Perpetual Capital may be materially reduced or terminated under certain conditions, including

reductions from changes in valuations and payments to investors, including through elections by investors to redeem their

investments, dividend payments, and other payment obligations, as well as the termination of or failure to renew the respective

investment advisory agreements. Perpetual Capital includes: (a) assets managed under the strategic advisory services agreement

with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other direct lending

products, (d) our Interval Fund (“CTAC”) and (e) our closed-end tender offer fund Carlyle AlpInvest Private Markets Fund

(“CAPM”).

“Legacy Energy Funds” include Energy III, Energy IV, and Renew II and are managed with Riverstone and its

affiliates. The investment periods for these funds have expired and the remaining investments in each fund are being disposed

of in the ordinary course of business. The impact of these funds is no longer significant to our results of operations.

“Metropolitan” or “MRE” refers to Metropolitan Real Estate Management, LLC, which was included in the Global

Investment Solutions business segment prior to its sale on April 1, 2021.

PART I.

ITEM 1.BUSINESS

Overview

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

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

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

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

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

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

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

fund investors, shareholders, and other stakeholders.

Operational and strategic highlights for our firm for 2023 include:

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

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

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

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

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

by the Company to decrease beginning in 2024.

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

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

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

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

management.

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

fund investors.

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

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

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

Head of Distribution.

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

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

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

well-being.

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

environment, and business operations.

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

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

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

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

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

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

Planet Private Equity Funds Initiative.

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

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

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

Solutions segments.

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

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

impact on DEI at Carlyle.

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

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

respective companies.

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

Global Private Equity (“GPE”):

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

billion in Europe, and $0.4 billion in Asia.

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

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

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

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

Global Credit (“GC”):

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

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

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

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

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

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

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

across our middle market CLOs.

Global Investment Solutions (“GIS”):

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

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

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

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

Solutions investors.

Business Segments

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

Solutions. Information about our segments should be read together with Part II, Item 7 “Management’s Discussion and Analysis

of Financial Condition and Results of Operations.”

Global Private Equity

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

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

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

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

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

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

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

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

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

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

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

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

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

but have limited our exposure to office buildings, hotels and retail properties. Our real estate funds generally focus on acquiring

single-property assets rather than large-cap companies with real estate portfolios and made more than 1,550 investments in

more than 750 cities or metropolitan statistical areas around the world from inception through December 31, 2023. As of

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

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

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

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

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

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

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

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

natural resources funds.

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

amounts in billions).

AUM(1)	% of Total<br><br>AUM	Fee-earning<br><br>AUM	Active<br><br>Investments	Active<br><br>Funds(3)	Available<br><br>Capital	Investment<br><br>Professionals(2)	Amount Invested<br><br>Since Inception	Investments Since<br><br>Inception
$161	38%	$107	925+	75	$37	425	$225	2,550+

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

partnership with NGP, we are entitled to 55% of the management fee related revenue of the NGP entities that serve as advisors to the

NGP Energy Funds, and an allocation of income related to the carried interest received by the fund general partners of the NGP Carry

Funds.

(2)Total GPE investment professionals excludes NGP employees.

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

adviser to the NGP funds.

Global Credit

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

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

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

Global Credit, which also includes our Insurance Solutions and Global Capital Markets businesses, has been Carlyle’s fastest-

growing segment in the past five years, with total AUM increasing over four times in that period. Since the establishment of

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

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

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

to provide creative solutions for borrowers.

Primary areas of focus for our Global Credit platform include:

Liquid Credit

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

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

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

totaling $53.2 billion in AUM.

Private Credit

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

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

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

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

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

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

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

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

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

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

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

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

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

Real Assets Credit

•Aircraft Finance. Carlyle Aviation Partners is our multi-strategy investment platform that is engaged in

commercial aviation aircraft financing and investment throughout the commercial aviation industry. As of

December 31, 2023, Carlyle Aviation Partners had approximately $12.1 billion in AUM across carry funds,

securitization vehicles, liquid strategies, and other vehicles.

•Infrastructure Debt. Our Infrastructure debt team invests primarily in directly originated and privately negotiated

debt instruments related to global infrastructure projects, primarily in the power, energy, transportation, water/

waste, telecommunications and social infrastructure sectors. The team focuses primarily on senior, subordinated,

and mezzanine debt and seeks to invest primarily in developed markets within the Organization for Economic

Cooperation and Development (“OECD”). As of December 31, 2023, our infrastructure debt team managed

$3.9 billion in AUM.

Platform Initiatives

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

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

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

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

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

$5.4 billion in AUM.

•Credit Strategic Solutions. Credit Strategic Solutions (“CSS”) is an asset-backed, private fixed income investment

strategy within Global Credit that seeks to generate a premium return profile compared to traditional fixed income

and credit investments by acquiring and lending against diversified pools of assets with contractual cash flows.

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

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

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

Insurance Solutions

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

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

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

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

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

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

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

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

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

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

strategies.

Global Capital Markets

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

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

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

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

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

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

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

may elect to waive such fees.

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

billions).

AUM	% of Total<br><br>AUM	Fee-earning<br><br>AUM	Available<br><br>Capital	Active<br><br>Funds	Investment<br><br>Professionals
$188	44%	$155	$16	128	205

Global Investment Solutions

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

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

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

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

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

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

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

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

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

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

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

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

equity for third-party private equity investors. As of December 31, 2023, our secondary and portfolio finance

investments program totaled $30.2 billion in AUM.

•Private Equity Co-investments. AlpInvest invests alongside other private equity and mezzanine funds in which it

or certain AlpInvest limited partners typically has a primary fund investment throughout Europe, North America

and Asia. These investments are generally made when an investment opportunity is too large for a particular fund

and the sponsor of the fund therefore seeks to raise additional “co-investment” capital from sources such as

AlpInvest. As of December 31, 2023, our co-investment programs totaled $20.9 billion in AUM.

•Private Equity Fund Investments. Our fund of funds vehicles advised by AlpInvest make investment commitments

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

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

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

(dollar amounts in billions).

AUM	% of Total<br><br>AUM	Fee-earning<br><br>AUM	Fund<br><br>Vehicles	Available<br><br>Capital	Investment<br><br>Professionals	Amount Invested<br><br>Since Inception
$77	18%	$46	383	$24	93	$95

Investment Approach

Global Private Equity

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

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

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

funds are initially sourced and evaluated by one or more of our deal teams. Deal teams consistently strive to be

creative and look for deals in which we can leverage Carlyle’s competitive advantages, sector experience and the

global platform. The due diligence and transaction review process places a special emphasis on, as appropriate and

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

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

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

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

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

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

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

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

issues, as well as financial models.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

contacts and relationships within these industries to drive value creation.

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

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

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

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

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

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

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

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

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

to represent us on the boards of the companies in which we invest. Where our funds, either alone or as part of a

consortium, are not the controlling investor, we typically, subject to applicable regulatory requirements, acquire

significant voting and other control rights with a view to securing influence over the conduct of the business.

•Driving Value Creation. Our GPE teams seek to make investments in portfolio companies and assets in which our

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

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

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

specifically relying on:

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

companies’ efforts and global supply chain initiatives.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

portfolio company management.

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

the current state of the economy and its likely evolution over the near-to-medium term. Our corporate private

equity investment portfolio includes more than 200 active corporate investments as of December 31, 2023,

across a diverse range of industries and geographies that each generate multiple data points (e.g., orders,

shipments, production volumes, occupancy rates, bookings). By evaluating this data on a systematic basis, we

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

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

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

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

not have as large of a global reach. Additionally, we are leveraging technological innovations and Artificial

Intelligence tools which offer operational efficiency potential across the deal life cycle from sourcing and

diligence, all the way through to exits. These tools allow our deal teams to operate more efficiently by

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

on the key issues and drive greater investment insights.

◦Talent and Organization Performance. Our investment professionals work to enhance leadership and

organizational effectiveness through proprietary and third-party data-driven assessments, best-practice

playbooks, and knowledge-sharing forums.

◦Pursuing Best Exit Alternatives. In determining when to exit an investment, our investment teams consider

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

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

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

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

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

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

to support and enhance our investments.

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

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

capability includes dedicated information technology and business process resources, including

assistance with portfolio company risk assessments and enhanced deal analytics.

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

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

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

efficiencies across our portfolio companies.

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

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

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

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

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

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

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

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

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

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

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

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

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

identify and capitalize on potential opportunities.

Global Credit

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

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

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

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

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

value-added to their customer base.

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

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

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

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

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

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

analysts and non-investment grade expertise across the capital structure. Our Global Credit team also seeks to

leverage resources from across the firm, utilizing information obtained from our more than 300 active portfolio

companies and lending relationships, credit industry research team, and in-house government affairs and

economic research teams. We utilize a proprietary ESG materiality assessment tool across our Global Credit

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

ESG risks as part of the due diligence process.

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

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

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

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

company’s liquidity and mergers and acquisitions.

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

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

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

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

and management partners as part of the overall portfolio management process. In our CLO business, our liquid

credit team uses an in-house risk and analytics platform to monitor and analyze our portfolio, and repositions the

portfolio as appropriate. The analytics platform is also used to generate sensitivity analysis for critical risk factors

such as default rates, prepayment rates and liquidation prices.

Global Investment Solutions

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

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

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

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

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

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

process.

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

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

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

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

investors to access alone.

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

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

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

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

enhances our investment evaluation process.

Our Global Investment Offerings

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

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

Global Private Equity1	$161.3	Global Credit	$187.8
Corporate Private Equity	$108.1	Insurance 5	$80.6
U.S. Buyout (CP)	52.2	Liquid Credit	$53.2
Asia Buyout (CAP)	13.2	U.S. CLOs	37.8
Europe Buyout (CEP)	11.1	Europe CLOs	11.5
Carlyle Global Partners (CGP)	6.7	Revolving Credit	2.0
Europe Technology (CETP)	6.5	CLO Investment Products	1.9
Japan Buyout (CJP)	5.1	Private Credit	$25.4
U.S. Growth (CP Growth / CEOF)	3.6	Opportunistic Credit (CCOF / CSP)	15.8
Life Sciences (ABV / ACCD)	2.1	Direct Lending 6	9.6
Asia Growth (CAP Growth / CAGP)	1.2	Real Assets Credit	$16.9
Other 2	6.3	Aviation (SASOF / CALF)	12.1
		Infrastructure (CICF)	3.9
Real Estate	$27.8	Other 7	0.8
U.S. Real Estate (CRP)	16.9	Platform Initiatives	$11.8
Core Plus Real Estate (CPI)	7.5	Credit Strategic Solutions	6.4
International Real Estate (CER)	3.3	Carlyle Tactical Private Credit (CTAC)	3.3
		Other Cross-Platform Credit Products	2.0
Infrastructure & Natural Resources	$25.4	Global Investment Solutions	$76.9
NGP Energy 3	11.2	Secondaries and Portfolio Finance (ASF / ASPF)	$30.2
Infrastructure & Renewable Energy 4	7.5	Co-Investments (ACF)	$20.9
International Energy (CIEP)	6.7	Primary Investments & Other 8	$25.8

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

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

commenced investment activity.

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

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

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

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

(3)NGP Energy funds are advised by NGP Energy Capital Management, LLC, a separately registered investment adviser. We do not serve as

an investment adviser to those funds.

(4)Includes our Infrastructure (CGIOF), Renewable Energy (CRSEF) and Power funds (CPP / CPOCP).

(5)Includes Carlyle FRL, capital raised from strategic third-party investors which directly invest in Fortitude alongside Carlyle FRL, as well

as the fair value of the general account assets covered by the strategic advisory services agreement with Fortitude.

(6)Includes our business development companies (CSL / CARS) and our newly launched evergreen fund (CDLF).

(7)Includes our Energy Credit (CEMOF) and Real Estate Credit (CNLI) funds.

(8)Includes Mezzanine funds and Carlyle AlpInvest Private Markets Fund (CAPM).

Organizational Structure

On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P.

into a Delaware corporation named The Carlyle Group Inc. Our common stockholders are entitled to one vote per share and to

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

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

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

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

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

Carlyle professionals. See Item 1A “Risk Factors—Risks Related to Our Common Stock—Carlyle Group Management L.L.C.

has significant influence over us and its interests may conflict with ours or yours.”

Limited Partner Relations

Our diverse and sophisticated investor base includes more than more than 3,000 active investors in our products

located in 87 countries. Included among our many longstanding fund investors are pension funds, sovereign wealth funds,

insurance companies and high net worth individuals in the United States, Asia, Europe, the Middle East, and South America.

We have a dedicated in-house investor relations group that strives to cultivate long-term, strategic partnerships with

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

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

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

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

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

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

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

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

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

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

investment environment, as well as discussing how we can help investors achieve their objectives. We also continue to use

technology to augment our fund transparency and communication around insights, as well as facilitate consistent dialogue

through both virtual and in-person meetings and events. This partnership approach to fundraising has been critical in raising

$118.3 billion over the past three years.

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

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

committed to more than five products. We believe the loyalty of our carry fund investor base, as evidenced by our substantial

number of multi-fund relationships, enhances our ability to raise new funds and successor funds in existing strategies.

Investor Services

We have a team of 841 investor services professionals worldwide. The investor services group performs a range of

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

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

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

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

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

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

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

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

Structure and Operation of Our Investment Funds

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

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

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

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

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

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

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

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

majority vote, as discussed below. Most of our funds also have an investor advisory committee, comprising representatives of

certain limited partners, which may consider and/or waive conflicts of interest or otherwise consult with the general partner on

certain partnership matters. In the case of certain separately managed accounts advised by us, the investor, rather than us, may

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

of such assets.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

their interests in a private placement. In addition, under certain current interpretations of the U.S. Securities and Exchange

Commission (“SEC”), Section 7(d) of the 1940 Act exempts from registration any non-U.S. investment fund all of whose

outstanding securities are beneficially owned either by non-U.S. residents or by U.S. residents that are qualified purchasers and

purchase their interests in a private placement. Certain of our investment funds, however, rely on other exemptions from the

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

The governing agreements of the vast majority of our investment funds provide that, subject to certain conditions, a

majority in interest (based on capital commitments) of third-party investors in those funds have the right to remove the general

partner of the fund for cause and/or to accelerate the liquidation date of the investment fund without cause. In addition, the

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

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

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

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

Event”).

With limited exceptions, our carry funds, BDCs, NGP Predecessor Funds, and certain other investment vehicles, are

closed-end funds. In a closed-end fund structure, once an investor makes an investment, the investor is generally not able to

withdraw or redeem its interest, except in very limited circumstances. Furthermore, the governing agreement of each investment

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

aggregate capital commitment.

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

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

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

the limited partners for that fund. Investors in the latest generation of our closed-end real estate funds are also obligated to

continue to make capital contributions with respect to follow-on investments and to repay indebtedness for a period of time

after the original expiration date of the commitment period, as well as to fund partnership expenses and management fees

during the life of the fund.

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

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

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

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

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

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

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

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

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

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

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

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

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

assets.

Incentive Arrangements / Fee Structure

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

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

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

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

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

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

may vary for separately managed accounts, open-end funds, and longer-dated carry funds and other closed end funds. The

investment adviser will receive management fees during a specified period of time, which is generally ten years from the initial

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

circumstances or later (e.g., if extended for successive one-year periods, typically up to a maximum of two years, or until the

disposition of the last investment). The terms of the investment advisory agreement and related agreements specify the

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

arrears.

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

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

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

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

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

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

assets (excluding cash and cash equivalents). Management fees for CTAC are due monthly in arrears at the annual rate of 1.0%

of the month-end value of CTAC’s net assets. Management fees for Carlyle Capital Income Fund (“CCIF”) are due monthly in

arrears at the annual rate of 1.75% of the month-end value of CCIF’s managed assets. Carlyle Aviation Partners’ funds have

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

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

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

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

particular account.

The investment adviser of our Global Investment Solutions carry funds generally receives an annual management fee

that ranges from 0.25% to 1.5% of the fund’s capital commitments or its committed capital to investments during the

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

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

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

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

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

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

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

of the last day of the month.

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

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

The general partners or investment advisers to certain of our Global Private Equity and Global Credit carry funds from

time to time receive customary transaction fees upon consummation of many of our funds’ acquisition transactions, receive

monitoring fees from many of their portfolio companies following acquisition, and may receive other fees in connection with

their activities. The ongoing monitoring fees that they receive are generally calculated either as a fixed amount or as a

percentage of a specified financial metric of a particular portfolio company. The transaction fees that they receive are generally

calculated either as a fixed amount or as a percentage (that generally ranges up to 1%, but may exceed 1% in certain

circumstances) of the total enterprise value or capitalization of the investment. The management fees charged to investors in our

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

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

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

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

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

in the aggregate, and 3% of sales proceeds earned from such assets. To the extent the financing instruments are held by the

funds, these fees are generally offset against management fees or partnership expenses of the funds.

Performance Allocations. The general partner of each of our carry funds also receives carried interest from the carry

funds. Carried interest entitles the general partner to a special residual allocation of profit on third-party capital. In the case of

our closed-end carry funds, carried interest is generally calculated on a “realized gain” basis, and each general partner is

generally entitled to a carried interest equal to 20% allocation (or approximately 2% to 12.5% in the case of most of our more

mature Global Investment Solutions carry funds) of the net realized profit (generally taking into account unrealized losses)

generated by third-party capital invested in such fund. Net realized profit or loss is not netted between or among funds. Our

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

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

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

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

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

personnel.

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

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

longer-dated funds, certain credit funds, and our external co-investment vehicles. If, as a result of diminished performance of

investments later in the life of a closed-end fund, the fund does not achieve investment returns that (in most cases) exceed the

preferred return threshold or (in almost all cases) the general partner receives in excess of the allocated carried interest, we will

be obligated to repay the amount by which the carried interest that was previously distributed to us exceeds amounts to which

we are ultimately entitled. This obligation, which is known as a “giveback” obligation, operates with respect to a given carry

fund’s own net investment performance only and is typically capped at the after-tax amount of carried interest received by the

general partner. Each recipient of carried interest distributions is individually responsible for his or her proportionate share of

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

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

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

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

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

income.

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

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

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

losses, allocable fees and expenses, and the applicable annual preferred return. Carried interest is ultimately realized and

distributed when: (i) an underlying investment is profitably disposed of; (ii) certain costs borne by the investors have been

reimbursed; (iii) the investment fund’s cumulative realized returns are in excess of the preferred return; and (iv) we have

decided to collect carry rather than return additional capital to investors. Distributions to eligible senior Carlyle professionals in

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

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

of time the fund has been in carry, as well as other qualitative measures. Our Global Investment Solutions funds are not eligible

for carried interest distributions until all capital contributions for investments and expenses and the preferred return hurdle have

been returned. Although Carlyle has seldom been obligated to pay a giveback obligation, such obligation, if any, in respect of

previously realized carried interest, is determined and due upon the winding up or liquidation of a carry fund pursuant to the

terms of the fund’s partnership agreement and in many cases the giveback is also calculated at prior intervals.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2020.

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

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

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

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

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

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

Capital Invested in and Alongside Our Investment Funds

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

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

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

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

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

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

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

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

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

investments by such persons may be eliminated or substantially reduced.

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

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

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

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

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

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

Employees

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

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

28 offices across four continents.

One Carlyle Culture

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

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

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

leverage diverse perspectives. In addition, we encourage our employees to leave their comfort zone and seek out a leading edge

while working with passion, creativity, and a relentless determination to deliver for our stakeholders. We also seek to foster

lateral working relationships across and beyond Carlyle while working as one team to drive long-term value creation.

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

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

empowering.

Diversity, Equity, and Inclusion

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

insights that can help advance DEI within their respective companies.

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

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

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

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

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

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

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

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

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

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

Employee Engagement

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

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

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

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

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

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

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

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

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

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

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

developing and cultivating leadership skills while providing valuable mentoring resources.

Compensation and Benefits

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

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

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

compensation per hour for hourly employees in connection with satisfying the daily expectations of their roles. Our annual,

discretionary performance-based bonus program is a significant component of our compensation program and rewards

employees based on firm, segment, investment fund, department, and individual performance to directly align our employees

with our financial performance and strategic goals. To further align the interests of our employees with our stockholders and to

cultivate a strong sense of ownership and commitment to our firm, certain employees also are eligible to receive awards of

restricted stock units and/or participate in our other long-term incentive programs. In order to further drive the alignment of the

interests of our personnel with our stockholders and to improve retention of our personnel, a portion of the performance-based

bonuses for performance in 2023 was paid to certain senior Carlyle professionals in the form of a grant of restricted stock units

that vests in installments over a period of three years. In addition, in February 2024, we awarded restricted stock units with

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

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

appreciation.

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

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

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

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

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

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

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

Consistent with our guiding principle that building better businesses means investing responsibly and engaging in the

communities where we work and invest, we encourage our employees to get involved where they live, work, and invest through

our volunteer and wealth sharing programs. In 2023, more than 270 Carlyle employees gave over 600 philanthropic gifts, which

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

expertise to work through volunteer activities across our offices.

Employee Wellness

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

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

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

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

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

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

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

Sustainability

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

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

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

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

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

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

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

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

investment application and replaced our Guidelines for Responsible Investment.

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

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

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

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

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

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

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

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

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

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

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

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

Committee, and the One Planet Private Equity Funds Initiative.

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

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

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

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

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

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

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

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

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

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

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

carbon footprints.

Carlyle has an internal, dedicated Sustainability team with a breadth of experience to help identify critical ESG matters

in our investment processes, as well as a network of outside experts to enable our investment teams to selectively go deeper on

important sustainability and ESG factors and identify potential growth opportunities for a given investment over our projected

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

efficiency, and help unlock value for certain portfolio companies.

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

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

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

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

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

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

Global Technology & Solutions

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

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

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

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

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

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

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

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

risk were an emergency to occur.

Our Board of Directors oversees our enterprise risk management strategy, including our strategy on cybersecurity

risks, directly and through its committees. The Audit Committee of the Board of Directors oversees our risk management

program, which focuses on the most significant risks we face in the short-, intermediate-, and long-term timeframe. Our

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

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

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

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

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

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

Competition

As a global investment firm, we compete with a broad array of regional and global investment firms, as well as global

banking institutions and other types of financial institutions and markets, for employees, investors, and investment

opportunities. Generally, our competition varies across business lines, geographies, distribution channels, and financial markets.

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

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

the particular opportunity in which a particular fund intends to invest. To stay competitive, we believe it is also important to be

able to offer fund investors a customized suite of investment products that enable them to tailor their investments across the

product offerings in our three global business segments. As we continue to target high net worth investors, we also face

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

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

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

We generally compete with sponsors of public and private investment funds across all of our segments. In addition to

these traditional competitors, we increasingly have faced competition from local and regional firms, insurance and reinsurance

companies, sovereign wealth funds, family offices, and agencies and instrumentalities of governments in the various countries

in which we invest. This trend has been especially apparent in emerging markets, where local firms tend to have more

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

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

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

appeal to large institutional investors.

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

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

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

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

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

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

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

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

opportunities.

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

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

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

competition for investment opportunities and investor capital. Some of these competitors may also have a lower cost of capital

and access to funding sources that are not available to us, which may create competitive disadvantages for us when sourcing

investment opportunities. In addition, some of our competitors may have higher risk tolerances, different risk assessments, or

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

for investments. Strategic buyers may also be able to achieve synergistic cost savings or revenue enhancements with respect to

a targeted portfolio company, which we may not be able to achieve through our own portfolio, and this may provide them with

a competitive advantage in bidding for such investments.

Regulatory and Compliance Matters

United States

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

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

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

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

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

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

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

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

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

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

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

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

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

disclosure requirements as “exempt reporting advisers.”

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

and TCG Capital Markets L.L.C. (“TCG Capital Markets”), restructured and now operate as TCG Capital Markets. TCG

Capital Markets is registered as a broker-dealer with the SEC and in 50 states, the District of Columbia, the Commonwealth of

Puerto Rico, and the Virgin Islands, and is a member of the Financial Industry Regulatory Authority (“FINRA”). In addition,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

level. The uniform net capital rule limits the amount of qualifying subordinated debt that is treated as equity to a specific

percentage under the debt-to-equity ratio test, and further limits the withdrawal of equity capital, which is subject to specific

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

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

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

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

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

regulators.

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

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

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

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

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

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

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

CGCIM also serves as a sub-adviser to CAPM.

United Kingdom and the European Union

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

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

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

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

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

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

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

process.

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

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

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

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

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

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

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

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

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

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

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

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

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

adversely affect our business.”

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

Financial Conduct Authority (the “FCA”). CECP has permission to undertake certain investment advisory and related activities

in the UK—broadly these are advising on, and arranging deals in relation to certain types of, investments. CECP is only

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

CELF Advisors LLP (“CELF”), another one of our subsidiaries in the UK, is also authorized and regulated by the

FCA, but has permission to undertake a broader range of regulated activities than CECP, namely, arranging deals in

investments, advising on investments, managing investments, dealing in investments as agent, and arranging for the

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

counterparties and professional clients.

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

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

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

In 2022, we acquired Abingworth LLP (“Abingworth”), which is authorized and regulated by the FCA, with

permissions for establishing, operating, or winding up a collective investment scheme, and managing an unauthorized AIF.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

on short notice. In addition, the Temporary Marketing Permission Regime (the “TMPR”) allowed EU AIFMs to continue to

market in the UK those funds that were in existence on December 31, 2020, on broadly the same terms as previously applied.

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

be under the UK’s national private placement regime.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Authorized AIFMs are entitled to market their AIFs throughout the EEA under a marketing passport. Under the

AIFMD, an AIFM may, in addition to its fund management activity, also be authorized to provide certain investment services

that would otherwise require authorization under MiFID. Authorization under the AIFMD is currently available only to EEA

fund managers. AlpInvest obtained authorization as an AIFM from the Authority for Financial Markets in the Netherlands (the

“AFM”) in 2015. AlpInvest is also licensed by the AFM to provide some of the additional investment services that are

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

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

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

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

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

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

Member states may impose more stringent requirements. At present, some EEA states have chosen not to operate a national

private placement regime at all, some EEA states apply the minimum requirements, others require the minimum plus a few

additional requirements (e.g., the appointment of a depository), and some require compliance with substantially all of the

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

private placement regimes of the relevant EEA jurisdiction.

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

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

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

AIFMD II imposes a number of amendments to the AIFMD, including more onerous delegation requirements, enhanced

substance requirements, additional liquidity management provisions for AIFMs to the extent that they manage open-ended

AIFs, and revised regulatory reporting and investor disclosures requirements. It also imposes significant new requirements

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

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

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

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

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

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

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

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

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

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

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

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

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

AIFMD requirements.

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

came into force in the European Union. The Cross-Border Marketing Rules were introduced to streamline certain aspects of

marketing investment funds by harmonizing the ability for EU AIFMs to distribute AIFs across the EU, including by

introducing a new regime for “pre-marketing.” Moreover, these regulations also impose new restrictions and new obligations on

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

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

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

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

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

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

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

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

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

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

activities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

in the selection process of financial products.

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

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

EU Investment Firm Regulation and Investment Firm Directive (together, “IFR/IFD”). The IFPR took effect from January 1,

2022, and applies to our subsidiaries that are UK investment firms under MiFID II, namely CECP, CELF, and subject to FCA

approval, AlpInvest Partners LLP. Under the IFPR, among other requirements, both CECP and CELF, and subject to FCA

approval, AlpInvest Partners LLP, are required to maintain a more onerous policy on remuneration, set an appropriate ratio

between the variable and fixed components of total remuneration, and meet requirements on the structure of variable

remuneration. These requirements may make it more difficult for us to attract and retain staff in certain circumstances.

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

“proportionality” does not apply in relation to IFPR. Under IFPR, CECP, and CELF, and subject to FCA approval, AlpInvest

Partners LLP, are each required to also make public disclosures on their websites in relation to their (i) own funds, own funds

requirements, and governance structures; (ii) risk management; and (iii) remuneration, including quantitative information on

remuneration paid to staff. IFPR has resulted in increased regulatory capital and liquidity adequacy requirements for CECP, in

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

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

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

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

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

the Netherlands with top-up permissions to provide investment services. In particular, as AlpInvest’s assets under management

attributable to separate accounts regulated by MiFID II increases so will AlpInvest’s regulatory capital and liquidity adequacy

requirements, which may increase the costs of doing business and may impede intra-group capital and cash flows. It is possible

that in the future, CIM Europe may also have to comply with IFR/IFD in relation to its MiFID top-up permissions; however,

Luxembourg does not currently apply the regime to AIFMs with MiFID top-ups.

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

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

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

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

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

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

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

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

Other Jurisdictions

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

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

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

could expose us to liability and/or damage our reputation. Certain of our private funds are also required to comply with the

trading and disclosure rules and regulations of non-U.S. securities regulators.

The Organization for Economic Cooperation and Development (the “OECD”) has developed Common Reporting

Standard (“CRS”) rules for the automatic exchange of FATCA-like financial account information amongst OECD

member states. Like FATCA, CRS imposes certain due diligence, documentation, and reporting requirements on various

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

certain reputational harm and potential financial penalties.

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

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

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

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

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

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

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

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

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

securities laws and the oversight of the Financial Services Commission. Carlyle Mauritius Investment Advisor Limited holds a

“Foreign Institutional Investor” license from the Securities and Exchange Board of India, which entitles this entity to engage in

limited activities in India. Carlyle Mauritius CIS Investment Management Limited holds a “Qualified Foreign Institutional

Investor” license from the China Securities Regulatory Commission, which entitles this entity to invest in certain permitted

financial instruments (including equity) and derivatives traded or listed on exchanges in the Peoples Republic of China.

Carlyle Australia Equity Management Pty Limited is licensed by the Australian Securities and Investments

Commission as an Australian financial services licensee and is authorized to carry on a financial services business to provide

advice on and deal in financial products (managed investment schemes and securities) for wholesale clients.

Carlyle Japan Equity Management LLC (“CJEM”) is registered with the Financial Services Agency of Japan to carry

out Type II Financial Instruments Business as a Financial Instruments Business Operator and it is also a member of the the

Type II Financial Instruments Firms Association, a self-regulatory organization in Japan. Pursuant to this registration, CJEM is

permitted to perform marketing activities to and private placements for specified investors with respect to interests in a limited

partnership.

Carlyle Japan, LLC (“CJLLC”) is registered with the Financial Services Agency of Japan to carry out Investment

Advisory and Agency Business as a Financial Instruments Business Operator and it is also a member of Japan Investment

Advisers Association, a self-regulatory organization in Japan. Pursuant to this registration, CJLLC is permitted to carry out

investment advisory and agency business as defined by the Financial Instruments and Exchange Act of Japan.

Carlyle MENA Investment Advisors Limited, a company limited by shares in the Dubai Financial Centre, holds a

Category 3C license issued by the Dubai Financial Services Authority and is authorized to arrange credit or deal in investments,

advise on financial products or credit and manage collective investment funds.

Carlyle MENA Advisors Limited, a company limited by shares in the Abu Dhabi Global Market, is authorized by the

Abu Dhabi Financial Services Regulatory Authority and is authorized to arrange deals in investments, advise on investments or

credit, and manage collective investment funds.

Carlyle Singapore Investment Advisors Pte Limited holds a capital markets license and an exempt financial adviser

status with the Monetary Authority of Singapore to carry on fund management and dealing in regulated capital market products

activities in respect of institutional and accredited investors.

AlpInvest Partners Pte Limited holds a capital markets license with the Monetary Authority of Singapore to carry on

fund management activities in respect of institutional and accredited investors.

Carlyle Real Estate SGR S.p.A. holds an authorization from the Bank of Italy to carry on AIFMD-compliant fund

management and real estate activities. It is registered at the Bank of Italy’s AIFM register under no.127.

Carlyle Investments (Canada) Corporation, formerly Diversified Global Asset Management Corporation, holds an

exempt market dealer license with Ontario Securities Commission to facilitate certain Carlyle fund marketing activities in

Canada.

AlpInvest is registered as a cross-border discretionary investment management company with the Financial

Supervisory Service of South Korea.

Carlyle CLO Management LLC is registered as a cross-border discretionary investment management company with

the Financial Supervisory Service of South Korea.

An investment fund advised by us holds an indirect controlling interest in Fortitude Re and Fortitude International

Reinsurance Ltd. (“Fortitude International Re”), Bermuda companies registered as a Class 4 and Class E insurers. Fortitude Re

and Fortitude International Re are subject to regulation and supervision by the Bermuda Monetary Authority (the “BMA”) and

compliance with all applicable Bermuda law and Bermuda insurance statutes and regulations, including but not limited to the

Insurance Act of 1978 (Bermuda) and the rules and regulations promulgated thereunder (the “Bermuda Insurance Act”). In

addition, as a result of ownership of Fortitude by our investment fund, certain Carlyle affiliates that serve as general partner and

investment advisor to the fund are subject to certain insurance laws and regulations in Bermuda as a “controller” of Fortitude

Re and Fortitude International Re under the Bermuda Insurance Act. These laws and regulations include certain notice

requirements for any person that has become, or as a result of a disposition ceased to be, a shareholder controller of a registered

insurer, and failure to comply with such requirements is an offense punishable by law.

In addition, we and/or our affiliates and subsidiaries may become subject to additional regulatory demands in the

future to the extent we expand our investment advisory business in existing and new jurisdictions. There are also a number of

pending or recently enacted legislative and regulatory initiatives in the United States and around the world that could

significantly impact our business. See Item 1A “Risk Factors—Risks Related to Regulation and Litigation—Extensive

regulation in the United States and abroad affects our activities, increases the cost of doing business and creates the potential for

significant liabilities and penalties,” “Financial regulations and changes thereto in the United States could adversely affect our

business and the possibility of increased regulatory focus could result in additional burdens and expenses on our business,” and

“Regulatory initiatives in jurisdictions outside the United States could adversely affect our business.”

Our businesses have operated for many years within a framework that requires our being able to monitor and comply

with a broad range of legal and regulatory developments that affect our activities, and we take our obligation to comply with all

such laws, regulations, and internal policies seriously. Our reputation depends on the integrity and business judgment of our

employees, and we strive to maintain a culture of compliance throughout the firm. We have developed, and adhere to,

compliance policies and procedures such as codes of conduct, compliance systems, education, and communication of

compliance matters. These policies focus on matters such as insider trading, anti-corruption, document retention, conflicts of

interest, anti-money laundering, and other matters. Our legal and compliance team monitors our compliance with all of the legal

and regulatory requirements to which we are subject and manages our compliance policies and procedures. Our legal and

compliance team also monitors the information barriers that we maintain to restrict the flow of confidential information,

including material non-public information, across our business. Our enterprise risk management function analyzes our

operations and investment strategies to identify key risks facing the firm and works closely with the legal and compliance team

to address them. The firm also has an independent and objective Internal Audit department that employs a risk-based audit

approach that focuses on Sarbanes-Oxley compliance, enterprise risk management functions, and other areas of perceived risk

and aims to give management and our Board of Directors reasonable assurance that our risks are well-managed, and controls

are appropriate and effective.

Website, Social Media Disclosure, and Availability of SEC Filings

Our website address is www.carlyle.com. We make available free of charge on our website or provide a link on our

website to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and any

amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably

practicable after those reports are electronically filed with, or furnished to, the SEC. To access these filings, go to the “SEC

Documents” portion of our “Shareholders” page on our website. You may also access the reports and other documents we file

with the SEC at a website maintained by the SEC at www.sec.gov.

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

X account (@OneCarlyle or www.twitter.com/onecarlyle), our corporate Instagram account (@onecarlyle or

www.instagram.com/onecarlyle), our corporate LinkedIn account (www.linkedin.com/company/the-carlyle-group), our

corporate YouTube channel (www.youtube.com/user/onecarlyle), and our corporate WeChat account (ID: gh_3e34f090ec20) as

channels of distribution of material company information. For example, financial and other material information regarding our

company is routinely posted on and accessible at www.carlyle.com. Accordingly, investors should monitor these channels, in

addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may

automatically receive email alerts and other information about Carlyle when you enroll your email address by visiting the

“Email Alerts” section at http://ir.carlyle.com/email-alerts. The contents of our website and social media channels are not,

however, a part of this Annual Report on Form 10-K and are not incorporated by reference herein.

The Carlyle Group Inc. was formed in Delaware as a partnership on July 18, 2011, and converted to a corporation on

January 1, 2020. Our principal executive offices are located at 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004-2505.

ITEM 1A.RISK FACTORS

Risks Related to Our Company

Adverse economic and market conditions and other events or conditions throughout the world could negatively impact our

business in many ways, including by reducing the value or performance of the investments made by our investment funds

and reducing the ability of our investment funds to raise capital, any of which could materially reduce our revenue,

earnings, and cash flow and adversely affect our financial prospects and condition.

Our business and the businesses of the companies in which we invest are materially affected by conditions in the

global financial markets, and economic conditions or other events throughout the world that are outside of our control,

including, but not limited to, changes in interest rates, availability and cost of credit, inflation rates, availability and cost of

energy, economic uncertainty, slowdown in global growth, changes in laws (including laws relating to taxation and regulations

on the financial industry), disease, pandemics or other severe public health events, trade barriers, commodity prices, currency

exchange rates and controls, national and international political circumstances (including government shutdowns, wars, terrorist

acts or security operations), geopolitical tensions and instability, social unrest, supply chain pressures, and the effects of climate

change. Over the last several years, markets have been affected by the COVID-19 pandemic, significant increases in U.S.

interest rates, inflationary pressures, heightened geopolitical tensions (including those between the U.S. and China, China and

Taiwan, Israel and Hamas, and between Russia and Ukraine), the imposition of export controls and trade barriers, the

imposition of economic and political sanctions (upon specific individuals or companies and country, industry and sector wide

restrictions), ongoing trade negotiations with major U.S. trading partners, and changes in U.S. tax regulations.

In this respect, our investment funds focused on Asia, and portfolio companies within non-Asia investment funds with

significant operations or connectivity and reliance on Asia companies, and listed securities or debt instruments of companies or

industries, could be impacted by any disruptions to the global supply chain that may result from escalating tensions, disputes, or

potential conflicts in the region surrounding the Taiwan Strait. The resulting actions taken, the response of the international

community, and other factors affecting trade with China or political or economic conditions in Taiwan could disrupt the

manufacture of multiple business critical products or hardware components, including specifically semiconductors and these

events may impact entire sectors and industries regardless of their business proximity to the Taiwan Strait. For example, in the

event that such conditions impact suppliers, contract manufacturers, logistics providers, and/or distributors, this could lead to

adverse business and trading conditions, including material and long-term increases in the cost of materials, higher shipping and

transportation rates, and material impacts or delays on the delivery of products to and from impacted regions, which could

adversely affect the business and operations of portfolio companies within and outside Asia, including their revenues and

financial results. These conditions, events, and factors are outside our control and may affect the level and volatility of

securities prices and the liquidity and the value of investments, and we may not be able to or may choose not to manage our

exposure to them. In the event of a market downturn, each of our businesses could be affected in different ways.

Over the twelve months ending on December 31, 2023, the S&P 500 rose by 24.2%, while the MSCI All Country

World Index (MSCI) increased by 20.1%. Global markets strengthened despite persistent inflation, hawkish monetary policy,

and geopolitical concerns, such as Russia’s ongoing war with Ukraine. However, aggressive and synchronized tightening by

central banks has posed an elevated risk to further global expansion, as positive impulses are likely to fade due to the time lags

in which monetary policy affects economic activity and inflation. While policy rates have likely reached their terminal level,

market participants remain uncertain about how long interest rates will stay near current levels. Central banks have reiterated

that, although underlying macroeconomic conditions have moderated, inflation remains elevated above targets. Factors that

impact global markets, including inflation, interest rates, regulatory, and political environments, can be unpredictable and

investor sentiment could change quickly in the future while market volatility could accelerate in the face of negative macro or

geopolitical developments. If global markets become unstable, it is possible sellers of assets may readjust their valuations and

attractive investment opportunities may become available. On the other hand, the valuations of certain assets we planned to sell

in the near future could be negatively impacted, as well as the valuations of our portfolio companies and, as a result, our

accrued performance revenues.

Market volatility could adversely affect our fundraising efforts in several ways. Investors often allocate to alternative

asset classes (including private equity) based on a target percentage of their overall portfolio. If the value of an investor’s

portfolio decreases as a whole, the amount available to allocate to alternative assets (including private equity) could decline. In

addition, investors often evaluate the amount of distributions they have received from existing funds when considering

commitments to new funds. Investors may also weigh the likely impact of geopolitical tensions, cross-border regulations, and

other factors such as general market volatility and/or a reduction in distributions to investors when considering their allocations

to new investment funds. A decrease in the amount an investor commits to our funds could have an impact on the ultimate size

of our funds and amount of management fees we generate.

The availability and cost of financing for significant acquisition and disposition transactions could be impacted if

equity and credit markets experience heightened volatility. For example, in the United States, market volatility persisted

throughout 2023, as persistently high inflation motivated the U.S. Federal Reserve to continue raising short-term interest rates.

Over the twelve months ending December 31, 2023, 10-year Treasury yields were volatile, peaking at 110 basis points (bps)

higher than year-end 2022, but ultimately ending the year at the same level, and high yield credit spreads remained wide at 339

bps. Obtaining financing in both the high yield bond market and the leveraged loan market is currently challenging. If credit

markets weaken further in the future, it is possible that we and our investment funds may not be able to consummate significant

acquisition and disposition transactions on acceptable terms or at all if we or our funds are unable to finance these types of

transactions on attractive terms or if the counterparty to the transaction is unable to secure suitable financing.

Global merger and acquisition volume totaled $2.9 trillion in 2023, a 21% decline from 2022. If there is a continued

slowdown in global merger and acquisition activity due to the lack of availability of suitable financing or an increase in risk

aversion and uncertainty, this could cause a slowdown in our investment pace, which in turn could have an adverse impact on

our ability to generate future performance revenues and to fully invest the available capital in our funds and reduce

opportunities to exit and realize value from our fund investments. A slowdown in the deployment of our available capital could

impact the management fees we earn on those carry funds and managed accounts that generate fees based on invested (and not

committed) capital. A slowdown in the deployment of our available capital could also adversely affect our ability to raise and

the timing of raising successor investment funds. In 2023, we invested nearly $20 billion through our carry funds.

The current U.S. political environment and the resulting uncertainties regarding actual and potential shifts in U.S.

foreign investment, trade, taxation, economic, environmental, and other policies under the current administration, as well as the

impact of geopolitical tension, such as a deterioration in the bilateral relationship between the United States and China or a

further escalation in conflict between Russia and Ukraine or Israel and Hamas, could lead to disruption, instability, and

volatility in the global markets, which may also have an impact on our exit opportunities across negatively impacted sectors or

geographies. The consequences of previously enacted legislation could also impact our business operations in the future. For

example, bipartisan legislation enacted in August 2018 has significantly increased and may continue to significantly increase

the number and types of investment transactions that are subject to the jurisdiction of the Committee on Foreign Investment in

the United States (“CFIUS”). Under the final regulations implementing the reform legislation, which became effective in

October 2020, CFIUS has the authority to review, and potentially recommend that the President unwind, block, or impose

conditions on certain non-controlling foreign investments in U.S. businesses that deal in certain ways with “critical

technology,” “critical infrastructure,” and/or “sensitive personal data” of U.S. citizens (as those terms are defined in the

regulations). CFIUS’ expanded jurisdiction may reduce the number of potential buyers of and investors in U.S. companies and,

accordingly, may limit the ability of our funds to realize value and/or exit from certain existing and future investments. Our

flexibility in structuring or financing certain transactions may likewise be constrained and we are unable to predict whether and

to what extent uncertainty surrounding economic and market conditions or adverse conditions or events in particular sectors

may cause our performance to suffer. The current administration may also pursue tax policies seeking to increase the corporate

tax rate and further limit the deductibility of interest and compensation, or materially alter the taxation of capital gains, among

other things. Such changes could materially increase the taxes imposed on us or our funds’ portfolio companies. See “Risks

Related to Taxation—Changes in relevant tax laws, regulations, or treaties or an adverse interpretation of these items by tax

authorities could negatively impact our effective tax rate, tax liability, and/or the performance of certain funds should

unexpected taxes be assessed to portfolio investments (companies) or fund income.” In addition, negative public sentiment

could lead to heightened scrutiny and criticisms of our business and investments.

During periods of difficult market conditions or slowdowns (which may occur across one or more industries or

geographies), our funds’ portfolio companies may experience adverse operating performance, decreased revenues, financial

losses, credit rating downgrades, difficulty in obtaining access to financing, and increased funding costs. Negative financial

results in our funds’ portfolio companies may result in less appreciation across the portfolio and lower returns in our funds.

Because our investment funds will generally make a limited number of investments, and such investments generally involve a

high degree of risk, negative financial results in a few of an investment fund’s portfolio companies could severely impact the

fund’s total returns. This could materially and adversely affect our ability to raise new funds as well as our operating results and

cash flow. During such periods of weakness, our funds’ portfolio companies may also have difficulty expanding their

businesses and operations or meeting their debt service obligations or other expenses as they become due, including expenses

payable to us. In addition, such negative market conditions could potentially result in a portfolio company entering bankruptcy

proceedings, or in the case of certain real estate funds, the abandonment or foreclosure of investments, thereby potentially

resulting in a complete loss of the fund’s investment in such portfolio company or real assets and a significant negative impact

to the fund’s performance and consequently our operating results and cash flow, as well as to our reputation. Negative market

conditions could also increase the risk of default with respect to investments held by our funds that have significant debt

investments, such as our Global Credit funds. Moreover, as capital markets activity slows, we may experience a corresponding

reduction in the capital markets fees we earn through Carlyle Global Capital Markets (“GCM”) in connection with activities

related to the underwriting, issuance, and placement of debt and equity securities.

In addition, during periods of difficult market conditions or slowdowns, the valuations of the investments in our carry

funds could suffer. If we were to realize investments at these lower values, we may not achieve investment returns in excess of

return hurdles required to realize performance revenues or we may become obligated to repay performance revenues previously

received by us. The payment of less or no performance revenues could cause our cash flow from operations to significantly

decrease, which could materially and adversely affect our liquidity position and the amount of cash we have on hand to conduct

our operations and to dividend to our stockholders. The generation of less performance revenues could also impact our leverage

ratios and compliance with our term loan covenants. Having less cash on hand could in turn require us to rely on other sources

of cash (such as the capital markets, which may not be available to us on acceptable terms or at all) to conduct our operations,

which include, for example, funding significant general partner and co-investment commitments to our carry funds. In addition,

during adverse economic and market conditions, we may not be able to renew or refinance all or part of our credit facility or

find alternate financing on commercially reasonable terms. As a result, our uses of cash may exceed our sources of cash,

thereby potentially affecting our liquidity position.

Another pandemic or global health crisis like the COVID-19 pandemic may adversely impact our performance and results of

operations.

From 2020 to 2022, in response to the COVID-19 pandemic, many countries took measures to limit the spread of the

virus, including instituting quarantines or lockdowns, imposing travel restrictions, and vaccination mandates for certain workers

or activities and limiting operations of certain non-essential businesses. Such restrictions caused labor shortages and disrupted

global supply chains, which contributed to prolonged disruption of the global economy. A widespread reoccurrence of

COVID-19, or the occurrence of another pandemic or global health crisis, could increase the possibility of periods of increased

restrictions on business operations, which may adversely impact our business, financial condition, results of operations,

liquidity, and prospects materially, and exacerbate many of the other risks discussed in this “Risk Factors” section.

In the event of another pandemic or global health crisis like the COVID-19 pandemic, our funds’ portfolio companies

may experience decreased revenues and earnings, which may adversely impact our ability to realize value from such

investments and in turn reduce our performance revenues. Investments in certain sectors, including hospitality, location-based

entertainment, retail, travel, leisure, and events and, in certain geographies, office and residential, could be particularly

negatively impacted, as was the case during the COVID-19 pandemic. Our funds’ portfolio companies may also face increased

credit and liquidity risk due to volatility in financial markets, reduced revenue streams and limited access or higher cost of

financing, which may result in potential impairment of our or our funds’ investments. In addition, borrowers of loans, notes,

and other credit instruments in our credit funds’ portfolios may be unable to meet their principal or interest payment obligations

or satisfy financial covenants, and tenants leasing real estate properties owned by our funds may not be able to pay rents in a

timely manner or at all, resulting in a decrease in value of our funds’ credit and real estate investments. In the event of

significant credit market contraction as a result of a pandemic or similar global health crisis, certain of our funds may be limited

in their ability to sell assets at attractive prices or in a timely manner in order to avoid losses and margin calls from credit

providers. In our liquid investment vehicles, such a contraction could cause investors to seek liquidity in the form of

redemptions from our funds, adversely impacting management fees. Our management fees may also be negatively impacted if

we experience a decline in the pace of capital deployment or fundraising.

In addition, a pandemic or global health crisis may pose enhanced operational risks. For example, our employees may

become sick or otherwise unable to perform their duties for an extended period, and extended public health restrictions and

remote working arrangements may impact employee morale, integration of new employees, and preservation of our “One

Carlyle” culture. Remote working environments may also be less secure and more susceptible to hacking attacks. Moreover, our

third-party service providers could be impacted by an inability to perform due to pandemic-related restrictions or by failures of,

or attacks on, their technology platforms.

Our use of leverage may expose us to substantial risks.

We periodically use indebtedness as a means to finance our business operations, which exposes us to risks associated

with using leverage. We are dependent on financial institutions extending credit to us on reasonable terms to finance our

business. There is no guarantee that financial institutions will continue to extend credit to us or will renew the existing credit

agreements we have with them on as favorable terms or at all, or that we will be able to refinance our outstanding notes or other

obligations when they mature. In addition, the incurrence of additional debt in the future could result in downgrades of our

existing corporate credit ratings, which could limit the availability of future financing and/or increase our cost of borrowing. As

borrowings under our credit facility or any other indebtedness mature, we may be required to refinance them by entering into a

new facility or issuing additional debt, which could result in higher borrowing costs, or to issue additional equity, which would

dilute existing stockholders. In addition, we could repay them by using cash on hand, cash provided by our continuing

operations, or cash from the sale of our assets, which could reduce dividends to our stockholders. We could also have difficulty

entering into new facilities or issuing debt or equity securities in the future on attractive terms, or at all.

From time to time, we may access the capital markets by issuing debt securities. In 2021, we issued $500 million

aggregate principal amount of 4.625% subordinated notes due May 2061. We also have senior notes with an aggregate principal

amount of $1,375.0 million as of December 31, 2023, as well as a credit agreement that provides a $1.0 billion revolving

facility with a final maturity date of April 29, 2027 (see Note 7 to the consolidated financial statements in Part II, Item 8 of this

Annual Report on Form 10-K for more information regarding our senior and subordinated notes and credit agreements). The

credit agreement contains financial and non-financial covenants with which we need to comply to maintain access to this source

of liquidity. Noncompliance with any of the financial or non-financial covenants without cure or waiver would constitute an

event of default, and an event of default resulting from a breach of certain financial or non-financial covenants could result, at

the option of the lenders, in an acceleration of the principal and interest outstanding, and a termination of the credit agreement.

In addition, to the extent we incur additional debt relative to our current level of earnings or experience a decrease in our level

of earnings, our credit rating could be adversely impacted, which would increase our interest expense under our credit facility.

Standard & Poor’s and Fitch both affirmed our “A-” credit rating with a stable rating outlook in November 2023 and October

2023, respectively.

A significant contraction in the market for debt financing or other adverse change relating to the terms of debt

financing, including rapidly increasing interest rates from U.S. Federal Reserve actions and equity requirements and more

restrictive covenants, could have a material adverse impact on our business and that of our investment funds and their portfolio

companies.

Since January 1, 2022, U.S. banks have not been allowed to issue any new debt tied to the London Interbank Offered

Rate (“LIBOR”). The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering

committee comprised of large U.S. financial institutions, formally recommended the Secured Overnight Financing Rate

(“SOFR”) as its preferred alternative rate for LIBOR. We have amended our credit agreements and related loan documentation,

as well as our CLOs, to reference SOFR. At this time, it is not possible to predict the full effect that the discontinuance of

LIBOR, or the establishment of alternative reference rates such as SOFR, will have on us or our borrowing costs. SOFR is a

relatively new reference rate and its composition and characteristics are not the same as LIBOR. Given the limited history of

SOFR and potential volatility as compared to other benchmark or market rates, the future performance of SOFR cannot be

predicted based on historical performance. The consequences of the transition from LIBOR to SOFR could include an increase

in the cost of our variable rate indebtedness.

Our revenue, earnings, net income, and cash flow can all vary materially, which may make it difficult for us to achieve

steady earnings growth on a quarterly basis.

Our revenue, earnings, net income, and cash flow are variable. For example, our cash flow fluctuates because we

receive carried interest from our carry funds only when investments are realized and achieve a certain preferred return. We may

also experience fluctuations in our quarterly and annual results, including our revenue and net income, due to a number of other

factors, including changes in the carrying values and performance of our funds’ investments that can result in significant

volatility in the carried interest that we have accrued (or as to which we have reversed prior accruals) from period to period, as

well as changes in the amount of distributions, gains, dividends, or interest paid in respect of investments in our funds and

strategic investments (e.g., our investment in Fortitude), changes in our operating expenses, the degree to which we encounter

competition, and general economic and market conditions. The valuations of investments made by our funds could also be

impacted by geopolitical conflict as well as changes, or anticipated changes, in government policy, including policies related to

tax reform, financial services regulation, international trade, immigration, environmental, healthcare, labor, infrastructure, and

energy. The carrying value of fund investments, particularly the public portion of our carry fund portfolios, may be more

variable during times of market volatility. As of December 31, 2023, 5% of our Global Private Equity carry fund portfolio was

in public securities. Rising interest rates and continued margin contraction, coupled with restrictions on the deductibility of

interest expense, may negatively impact the performance and valuation of our portfolio investments and companies going

forward.

GCM generates capital markets fees in connection with activities related to the underwriting, issuance, and placement

of debt and equity securities and loan syndication for our portfolio companies and, to a lesser extent, third-party clients. Capital

markets fees generated are typically dependent on transaction frequency and volume, and a slowdown in market activity could

adversely affect the amount of fees generated by capital markets business. We are seeking to bolster and grow our capital

markets business, and associated fee stream, related to the underwriting, issuance, and placement of debt and equity securities

and loan syndication for our portfolio companies and, to a lesser extent, third-party clients, which we expect, if successful, will

positively impact capital markets fees over time. We also earn transaction fees in respect of our carry funds that are generally

shared with our fund investors. The recognition of these fees can be volatile as they are primarily generated by investment

activity within our funds, and therefore are impacted by both the pace and size of our carry fund investments.

Higher fundraising activity may generate incremental expenses and, as new capital commitments may not immediately

generate fees until they activate management fees, we could incur fundraising related costs ahead of generating revenues. In

addition, a downturn in the equity markets may make it more difficult to exit investments by selling equity securities at a

reasonable value. If we were to have a realization event in a particular quarter, that event may have a significant impact on our

quarterly results and cash flow for that particular quarter and may not be replicated in subsequent quarters. We cannot predict

precisely when, or if, realizations of investments will occur, where a fund will be in its lifecycle when the realizations occur, or

whether a fund will realize carried interest.

We recognize revenue on investments in our investment funds based on our allocable share of realized and unrealized

gains (or losses) reported by such investment funds, and a decline in realized or unrealized gains, or an increase in realized or

unrealized losses, would adversely affect our revenue, which could further increase the volatility of our quarterly results and

cash flow. Because our carry funds have preferred investor return thresholds that need to be met prior to us receiving any

carried interest, declines in, or failures to increase sufficiently the carrying value of, the investment portfolios of a carry fund

may delay or eliminate any carried interest distributions paid to us with respect to that fund. This is because the value of the

assets in the fund would need to recover to their aggregate cost basis plus the preferred return over time before we would be

entitled to receive any carried interest from that fund or vehicle.

The timing and receipt of realized carried interest also varies with the life cycle of our carry funds and there is often a

difference between the time we start accruing carried interest for financial reporting purposes and the realization and

distribution of such carried interest. However, performance revenues are ultimately realized when an investment is profitably

disposed of, certain costs borne by the limited partner investors have been reimbursed, the investment fund’s cumulative net

returns are in excess of the preferred return, and we have decided to collect carried interest rather than return additional capital

to limited partner investors. In deciding to realize carried interest we consider such factors as the level of embedded valuation

gains, the portion of the fund invested, the portion of the fund returned to limited partner investors, the length of time the fund

has been in carry, and other qualitative measures. In most funds, we will initially defer realizing carried interest even when

contractually entitled to take it, allowing carried interest to accrue until it is determined that giveback risk is substantially

reduced. As a result of this deferral, we are generally entitled to a disproportionate “catch-up” level of profit allocation at some

point during the harvesting period. In certain circumstances, we may also need to reduce the rate at which we realize carried

interest, or temporarily stop realizing carried interest, in order to maintain a sufficient level of reserves and reduce the risk of

potential future giveback obligations. In addition to the timing uncertainty of realized carried interest in a single fund, there may

also be a generational trough or gap in the realized carried interest of a fund family, as a predecessor fund transitions to its

successor fund. In such cases, even when both the predecessor and successor fund have strong performance and earn carried

interest, the predecessor fund may substantially exit its investment portfolio before the successor fund is in a sufficient position

to begin realizing carried interest. See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—

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

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

Our fee revenue may also depend on the pace of investment activity in our funds. In many of our carry funds, the base

management fee may be reduced when the fund has invested substantially all of its capital commitments, or the aggregate fair

market value of a fund’s investments is below its cost. We may receive a lower management fee from such funds if there has

been a decline in value or after the investing period and during the period the fund is harvesting its investments. As a result, the

variable pace at which many of our carry funds invest capital and dispose of investments may cause our management fee

revenue to vary from one quarter to the next. In addition, certain funds derive management fees only on the basis of invested

capital whereby the pace at which we make investments, the length of time we hold such investment, and the timing of

dispositions will directly impact our revenues.

The investment period of a fund may expire prior to the raising of a successor fund. Where appropriate, we may work

with our fund investors to extend the investment period, which gives us the opportunity to invest any capital that remains in the

fund. In general, the end of the original investment period (regardless of whether it is extended) will trigger a change in the

capital base on which management fees are calculated from committed capital to invested capital. In some cases, a step-down in

the applicable rate used to calculate management fees may also occur. In addition, we may raise an investment fund and delay

the initiation of fees once a fund is raised to better align our management fee inception date to when we are ready to begin

investing the fund. While the total amount of management fees collected over the life of a fund would not be impacted, this

could result in a delay in receipt of management fees.

Given our focus on achieving superior investment performance and maintaining and strengthening investor relations, we

may reduce our AUM, restrain its growth, reduce our fees, or otherwise alter the terms under which we do business when we

deem it in the best interest of our investors—even in circumstances where such actions might be contrary to the near-term

interests of our stockholders.

From time to time if we decide it is in the best interests of stakeholders, we may take actions that could reduce the

profits we could otherwise realize in the short term. While we believe that our commitment to treating our investors fairly is in

the long-term interest of us and our stockholders, our stockholders should understand we may take actions that could adversely

impact our short-term profitability, and there is no guarantee that such actions will benefit us in the long term. The means by

which we seek to achieve superior investment performance in each of our strategies could include limiting the AUM in our

strategies to an amount that we believe can be invested appropriately in accordance with our investment philosophy and current

or anticipated economic and market conditions. In addition, we may seek to exit or end unprofitable or subscale investments,

which may reduce our AUM and/or management fees while generally improving our FRE margins. We also may voluntarily

reduce management fee rates and terms for certain of our funds or strategies when we deem it appropriate, even when doing so

may reduce our short-term revenue. For instance, in order to enhance our relationship with certain fund investors, we have

reduced management fees or ceased charging management fees on certain funds in specific instances. In certain investment

funds, we have agreed to charge management fees based on invested capital or net asset value as opposed to charging

management fees based on committed capital. In certain cases, we have provided “fee holidays” to certain investors during

which we do not charge management fees for a fixed period of time. We also may receive requests to reduce management fees

on other funds in the future. See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our

investors may negotiate to pay us lower management fees and the economic terms of our future funds may be less favorable to

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

Many of our investment funds utilize subscription lines of credit to fund investments prior to the receipt of capital

contributions from the fund’s investors. As capital calls made to a fund’s investors are delayed when using a subscription line

of credit, the investment period of such investor capital is shortened, which may increase the net internal rate of return of an

investment fund. However, because interest expense and other costs of borrowings under subscription lines of credit are an

expense of the investment fund, the investment fund’s net multiple of invested capital will be reduced, as will the amount of

carried interest generated by the fund. Any material reduction in the amount of carried interest generated by a fund will

adversely affect our revenues. See “Risks Related to our Company— Adverse economic and market conditions and other events

or conditions throughout the world could negatively impact our business in many ways, including by reducing the value or

performance of the investments made by our investment funds and reducing the ability of our investment funds to raise capital,

any of which could materially reduce our revenue, earnings, and cash flow and adversely affect our financial prospects and

condition.”

We may also take other actions, including waiving management fees for a particular investment or fund, that could

adversely impact our short-term results of operations when we deem such action appropriate. Furthermore, we typically delay

the realization of carried interest to which we are otherwise entitled if we determine (based on a variety of factors, including the

stage of the fund’s life cycle and the extent of fund profits accrued to date) that there would be an unacceptably high risk of

potential future giveback obligations. Any such delay could result in a deferral of realized carried interest to a subsequent

period. See “Risks Related to Our Company— Our revenue, earnings, net income, and cash flow can all vary materially, which

may make it difficult for us to achieve steady earnings growth on a quarterly basis.”

We depend on our senior Carlyle professionals, including our Chief Executive Officer, and the loss of their services or

investor confidence in such personnel could have a material adverse effect on our business, results of operations, and

financial condition.

We depend on the efforts, skill, reputations, and business contacts of our senior Carlyle professionals, including our

Chief Executive Officer, Harvey M. Schwartz, and our other executive officers, the members of the investment committees of

our investment funds and senior members of our investment teams, the information and deal flow they and others generate

during the normal course of their activities, and the synergies among the diverse fields of expertise and knowledge held by our

professionals.

In February 2023, we appointed Mr. Schwartz as our Chief Executive Officer and a member of our Board. As Mr.

Schwartz continues to develop and implement his leadership vision, he may seek additional changes in our business operations

that create uncertainty for our business and investors, including our employees, shareholders, and other stakeholders. In

addition, our executive officers and senior Carlyle professionals are not obligated to remain employed with us in their current

capacities or at all. To continue to enhance our talent base, we have and will continue to hire and internally develop senior

professionals to assume key leadership positions throughout the firm into the future. The availability and efficacy of such future

leadership may constitute an adverse risk to our business.

Our senior Carlyle professionals, including our founders, possess substantial experience and expertise and have strong

business relationships with investors in our funds and other members of the business community. As a result, the loss of these

personnel, including any potential departures or retirements, could jeopardize our relationships with investors in our funds and

members of the business community and result in reduction of AUM or fewer investment opportunities. For example, if any of

our senior Carlyle professionals were to join or form a competing firm, that action could have a material adverse effect on our

business, results of operations, and financial condition. Personnel have left the firm in the past and others may do so in the

future, and we cannot predict the impact that the departure of any key personnel will have on our ability to achieve our

objectives. The loss of the services of any of our key personnel could have a material adverse effect on our revenues, net

income, and cash flow and could harm our ability to maintain or grow AUM in existing funds or raise additional funds in the

future. The governing agreements of many of our investment funds generally require investors in those funds to vote to

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

commitment to the fund or our firm ceases to control the general partner.

Recruiting and retaining our professionals has become more difficult and may continue to be difficult in the future, which

could adversely affect our business, results of operations, and financial condition.

Our most important asset is our people, and our continued success is highly dependent upon the efforts of our senior

Carlyle professionals and other employees. Our future success and growth depends to a substantial degree on our ability to

retain and motivate our senior Carlyle professionals and other employees to strategically recruit, retain, and motivate talented

personnel, including senior Carlyle professionals. The market for qualified professionals is extremely competitive across levels

and areas of expertise, and we may not be successful in our efforts to recruit, retain, and motivate these professionals. There has

also been a shift to a hybrid work model and, in our recruiting efforts, we have seen increased focus by prospective candidates

on remote and hybrid work arrangements and arrangements providing more flexibility, including around location. Although we

have generally moved to a hybrid work model in which many of our employees are permitted to work remotely for a designated

portion of their working time and are expected to come to a Carlyle office for a designated portion of their working time, we

continue to see focus on remote work arrangements. We have also experienced upward pressure on compensation packages

given the increased competition to hire and retain talented personnel, and we may be required to adjust the amount of cash

compensation and types, terms, and amounts of equity incentives we provide to our employees, which could have positive or

negative effects on the financial metrics commonly used to measure our performance. Even when we offer top-of-market

compensation packages, we may not be able to attract and retain all of our desired personnel due to shifting employee priorities.

In addition, the minimum retained ownership requirements and transfer restrictions to which equity incentives are subject in

certain instances lapse over time, may not be enforceable in all cases, and can be waived. There is no guarantee that the

noncompetition and nonsolicitation agreements to which certain of our senior Carlyle professionals are subject, together with

our other arrangements with them, will prevent them from leaving, joining our competitors, or otherwise competing with us. In

addition, there is no assurance that such agreements will be enforceable in all cases. These noncompetition and nonsolicitation

agreements also expire after a certain period of time, at which point such senior Carlyle professionals would be free to compete

against us and solicit our clients and employees. In this respect, in January 2023, the U.S. Federal Trade Commission (“FTC”)

published a proposed rule that, if finally issued, would generally prohibit post-employment noncompete clauses (or other

clauses with comparable effect) in agreements between employers and their employees. We are monitoring the proposed rule

and the impact it may have on our ability to recruit and retain our professionals.

For our investment professionals, we have historically relied in part on their interests in our investment funds’ carried

interest and incentive fees to discourage them from leaving the firm. Effective December 31, 2023, we expect to pay

approximately 60% to 70% of performance allocations and incentive fees to our personnel, which will further tie the financial

interests of a broader group of our personnel to the success of our investment funds. To the extent our investment funds perform

poorly, thereby reducing the potential for distributions in respect of carried interest and incentive fees, those interests become

less valuable and may become a less effective retention tool. There are also factors beyond our control that may affect our

efforts to recruit, retain, and motivate investment professionals, in particular as they relate to tax considerations regarding

carried interest. The tax treatment of carried interest has been an area of focus for policymakers and government officials in

recent years. For example, the Tax Cuts and Jobs Act (the “TCJA”) enacted in 2017 generally requires that carried interest

satisfy a more-than-three-year holding period (as opposed to a more-than-one-year holding period under prior law) to qualify as

a long-term capital gain that is taxed at preferential rates for individuals. Congress and the current administration may consider

proposals to treat carried interest as ordinary income rather than as capital gain for tax purposes, to impose a surcharge on

carried interest, to further extend the holding period for carried interest to qualify for long-term capital gain treatment, or to

increase the capital gains tax rate, each of which could result in a material increase in the amount of taxes that our carry

participants would be required to pay. While most proposals regarding the taxation of carried interest require realization of

gains before applying ordinary income rates, U.S. federal legislation has previously been introduced that would require holders

of carried interest to recognize a specified amount of deemed compensation income each year regardless of whether the

investment partnership recognizes income or gain and regardless of whether and when the holders receive distributions in

respect of their carried interests. If the tax treatment of carried interest continues to be an area of focus for policymakers and

government officials, it could result in further regulatory action by federal, state, or non-U.S. governments. For example, certain

states, including New York and California, have previously proposed legislation to levy additional state tax on carried interest.

We have seen similar policy discussions in respect of the appropriate treatment of carried interest in many of the international

jurisdictions in which we have investment professionals. The additional pressures of fiscal deficits have heightened these risks

as international authorities consider ways to increase tax revenues. Such legislative and regulatory changes that modify the tax

treatment of carried interest could make it more difficult for us to incentivize, recruit, and retain investment professionals,

which may have an adverse effect on our ability to achieve our investment objectives and thereby reduce the after-tax income

and gain related to our business, our distributions to stockholders, and the market price of our shares.

We have granted and expect to grant equity awards in respect of our shares of common stock. This includes awards

from our Equity Incentive Plan, with respect to which our shareholders approved an additional 23.8 million shares for the

issuance of awards at our 2023 Annual Meeting of Shareholders, and an award of restricted stock units to our Chief Executive

Officer in connection with his hiring, which were granted outside of the Equity Incentive Plan and with respect to which, as of

December 31, 2023, we have granted a total of approximately 7.1 million restricted stock units (including dividend equivalent

units that are credited on such award). The prior and future grants of equity awards in respect of our shares of common stock

have caused and will cause dilution. While we evaluate the grant of equity awards from our Equity Incentive Plan to employees

on an annual basis, the size of the grants, if any, is made at our discretion and may vary significantly from year-to-year,

including as the result of special programs or significant senior personnel hirings. If we increase the use of equity awards from

our Equity Incentive Plan in the future, expenses associated with equity-based compensation may increase materially. In 2023,

we incurred equity compensation expenses of $249.1 million in connection with grants of restricted stock units. In February

2024, we granted a total of 18.1 million restricted stock units to our personnel, which will increase our equity-based

compensation expense in the coming years. Of these 18.1 million restricted stock units, 13.2 million restricted stock units were

granted to senior Carlyle professionals and are eligible to vest in installments over a period of three years based on the

achievement of absolute stock price targets of 120%, 140% and 160% of the applicable starting share price. Following the

foregoing grants, taken together with other restricted stock unit grants since the initial approval of the Equity Incentive Plan in

June 2021, there were 10.1 million remaining shares of common stock available for grant under the Equity Incentive Plan.

As of December 31, 2023, our employees held an aggregate of 22.2 million unvested restricted stock units, which vest

over various time periods (generally from one year to four years from the date of grant) and/or subject to the achievement of

various performance targets. All of the shares of common stock held by our founders are fully vested. In order to recruit and

retain existing and future senior Carlyle professionals and other key personnel, we may need to increase the level of

compensation that we pay to them, which could include grants of significant amounts of restricted stock unit awards or other

equity incentive awards under our Equity Incentive Plan. Accordingly, as we promote or hire new senior Carlyle professionals

and other key personnel over time or attempt to retain the services of certain of our key personnel, we may increase the level of

compensation we pay to these individuals, which could cause our total employee compensation and benefits expense as a

percentage of our total revenue to increase and adversely affect our profitability.

We may not be successful in expanding into new investment strategies, geographic markets, and businesses and new types of

investors, which could adversely affect our business, results of operations, and financial condition.

Our organizational documents do not limit our ability to enter into new lines of businesses, and we may expand into

new investment strategies, geographic markets, and business and new types of investors we have traditionally not pursued, such

as retail fund investors. In this respect, our growth strategy focuses on providing resources to foster the development of new

product offerings and business strategies by our investment professionals. Given our diverse platform, these initiatives could

create conflicts of interests with existing products, increase our costs, and expose us to new market risks and legal and

regulatory requirements. These products may have different economic structures than our traditional investment funds and may

require a different marketing approach. These activities also may impose additional compliance burdens on us, subject us to

enhanced regulatory scrutiny, and expose us to greater reputation and litigation risk.

The success of our growth strategy will depend on, among other things:

•our ability to correctly identify and create products that appeal to our investors;

•the diversion of management’s time and attention from our existing businesses;

•management’s ability to spend time developing and integrating the new business and the success of the

integration effort;

•our ability to properly manage conflicts of interests;

•our ability to identify and manage risks in new lines of businesses and new types of investors;

•our ability to implement and maintain adequate investment processes, controls, and procedures around our

platforms;

•our ability to obtain requisite approvals and licenses from the relevant governmental authorities and to

comply with applicable laws and regulations without incurring undue costs and delays; and

•our ability to successfully negotiate and enter into beneficial arrangements with our counterparties.

In some instances, we may determine that growth in a specific area is best achieved through the acquisition of an

existing business, or a smaller scale lift out of an investment team to enhance our platform. Our ability to consummate an

acquisition will depend on our ability to identify and value potential acquisition opportunities accurately and successfully

compete for these businesses against companies that may have greater financial resources. Even if we are able to identify and

successfully negotiate and complete an acquisition, these transactions can be complex, and we may encounter unexpected

difficulties or delays or incur unexpected costs.

In addition to the concerns noted above, each individual acquisition transaction presents unique challenges to

ultimately be successful and the success of a firm acquisition will be affected by, among other things:

•difficulties and costs associated with the integration of operations and systems;

•difficulties integrating the acquired business’s internal controls and procedures into our existing control

structure;

•difficulties and costs associated with the assimilation of employees; and

•the risk that a change in ownership will negatively impact the relationship between an acquiree and the

investors in its investment vehicles.

Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar or from

which we are currently exempt, and may lead to increased liability, litigation, regulatory risk, and expense. If a new business

generates insufficient revenue or if we are unable to efficiently manage our expanded operations, our results of operations may

be adversely affected. Moreover, if a new product, business, or venture developed internally or by acquisition is unsuccessful,

we may decide to wind down, liquidate, and/or discontinue it. Such actions could negatively impact our relationships with

investors in those businesses, could subject us to litigation or regulatory inquiries and can expose us to additional expenses,

including impairment charges and potential liability from investor or other complaints.

In August 2022, we acquired Abingworth, a life sciences investment firm, to expand our healthcare investment

platform with the addition of nearly $2 billion in assets under management and a specialized team of over 20 investment

professionals and advisors. The integration of Abingworth with us, and Carlyle’s corresponding entry into the life sciences

industry, may pose some or all of the risks noted above.

Operational risks (including those associated with our business model), system security risks, breaches of data protection,

cyberattacks, or actions or failure to act by our employees or others with authorized access to our networks, including our

ability to insure against such risks, may disrupt our businesses, result in losses, or limit our growth.

We rely heavily on our financial, accounting, information, and other data processing systems. We face various security

threats on a regular basis, including ongoing cybersecurity threats to and attacks on our information technology infrastructure

that are intended to gain access to our proprietary information, destroy data, or disable, degrade, or sabotage our systems. These

security threats originate from a wide variety of sources, including known or unknown external third parties and current or

former employees and contractors who have or had access to our facilities, systems, and information.

There has been an increase in the frequency and sophistication of the security threats we face, with thwarted attacks

ranging from those common to businesses generally to those that are more advanced and persistent, which may target us

because, as a global investment management firm, we hold a significant amount of confidential and sensitive information about

our investors, our portfolio companies, potential investments, and our employees. As a result, we may face a heightened risk of

a security breach, online extortion attempt, or business disruption with respect to this information resulting from an attack by a

variety of bad actors, including hacktivists, cyber criminals, foreign governments, cyber extortionists, or cyber terrorists. If

successful, these types of attacks on our network or other systems could have a material adverse effect on our business and

results of operations due to, among other things, the loss or exposure of investor or proprietary data, the loss or exposure of

personal information that we retain, interruptions or delays in our business, and damage to our reputation. Our suppliers,

contractors, investors, and other third parties with whom we do business also experience cyber threats and attacks that are

similar in frequency and sophistication. Supply chain attacks are increasing in frequency and impact on the businesses they

affect. We do not have continuous visibility into the security of our supply chain entities or the suppliers that service our supply

chain entities and must rely on contractual assurances and the controls and safeguards put in place by our suppliers, contractors,

investors, and other third parties to defend against, respond to, and report such attacks. In certain instances, there are limited

suppliers that can provide a particular service, such as fund administration, and the inability to work with these suppliers or

unavailability of these suppliers could have a material adverse impact on our ability to provide such service.

Those who have or had authorized access to our networks, including current and former employees and contractors,

may introduce vulnerabilities in our systems by user error or if they are the target of “phishing,” social engineering, bribery,

coercion, or harbor malintent toward us. We have therefore implemented a security awareness training program. The objective

of this program is to inform Carlyle personnel and contractors of their responsibility for information security and includes

online training, live awareness events, and phishing simulations. This training is in addition to our existing required onboarding

and annual cybersecurity trainings.

We cannot know the potential impact of future cyber incidents, which vary widely in severity and scale. There can be

no assurance that the various procedures and controls we utilize to mitigate these threats will be sufficient to prevent disruptions

to our systems, especially because the cyber-attack techniques used change frequently or are not recognized until launched, and

because cyber-attacks can originate from a wide variety of sources. If any of the controls we put in place do not operate

properly or are disabled for any reason or if there is any unauthorized disclosure of data, whether as a result of tampering, a

breach of our network security systems, a cyber-incident or attack, or otherwise, we could suffer substantial financial loss,

increased costs, a disruption of our businesses, liability to our funds and investors, regulatory investigations, intervention and

fines, and reputational damage. The costs related to cyber or other security threats or disruptions may not be fully insured or

otherwise indemnified. Significant security incidents at competitor global investment firms in which we are not directly

impacted could indirectly lead to increased costs from investor due diligence, revisions to insurance premiums, and more

extensive and/or frequent regulatory inspections.

Our information systems and technology may not continue to be able to accommodate our growth, and the cost of

maintaining such systems may increase from its current level. For example, our existing systems may not be adequate to

identify or control the relevant risks in investment strategies employed by new investment funds we may introduce. Any failure

to accommodate growth or an increase in costs related to such information systems, could have a material adverse effect on us.

In addition, we rely on third-party service providers for certain aspects of our business, including for certain information

systems and technology and administration of our business development companies, registered investment companies,

structured credit funds, and Global Investment Solutions segment. For example, Carlyle contracts information system backup

and recovery services to certain companies. These third-party service providers have faced and continue to face ongoing

cybersecurity threats and, as a result, unauthorized individuals could improperly gain access to our confidential data. Any attack

on or interruption or deterioration in the performance of these third parties or failures of their information systems and

technology could also impair the quality of the funds’ operations, affect our reputation, and adversely affect our businesses.

Our technology, data, and intellectual property and the technology, data, and intellectual property of our portfolio

companies are also subject to a heightened risk of theft, disruption, or compromise to the extent we and our portfolio companies

engage in operations outside the United States, particularly in those jurisdictions that do not have comparable levels of

protection of proprietary information and intangible assets, such as intellectual property and customer information and records.

In addition, we and our portfolio companies may be required to compromise protections or forgo rights to technology, data, and

intellectual property in order to operate in or access markets in a foreign jurisdiction. Any such direct or indirect compromise of

these assets could have a material adverse consequence on us or our investments.

A disaster or a disruption in the infrastructure that supports our businesses, including a disruption involving electronic

communications or other services used by us or third parties with whom we conduct business, or directly affecting our offices,

could have a material adverse impact on our ability to continue to operate our business without interruption. Our disaster

recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. For example,

systemic risks such as a massive and prolonged global failure of Amazon or Microsoft’s cloud services could result in

cascading catastrophic systems failures. We may also need to commit additional management, operational, and financial

resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to

adequately support expansion. The market for hiring talented professionals, including IT and cybersecurity professionals, is

competitive and we may not be able to grow at the pace we desire.

In addition, we and our portfolio companies may not be able to obtain or maintain sufficient insurance (including cyber

insurance) on commercially reasonable terms or with adequate coverage levels against potential liabilities we may face in

connection with potential claims, which could have a material adverse effect on our business. We may face a risk of loss from a

variety of claims, including related to securities, antitrust, contracts, cyber incidents, fraud, business interruption, and various

other potential claims, whether or not such claims are valid. Insurance and other safeguards may only partially reimburse us for

our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policies, we may be required to

pay a substantial amount in respect of such successful claim. Because of market conditions, premiums, and deductibles for

certain insurance policies, particularly directors and officers, cyber, and property insurance, have increased substantially and

may increase further and, in some instances, certain insurance may become unavailable or available only for reduced amounts

of coverage. Moreover, the dollar amount of claims and/or the number of claims we experience may also increase at any time,

which may have the result of further increasing our costs.

Certain losses of a catastrophic nature, such as wars, systemic risk associated with cyber-kinetic warfare, earthquakes,

floods, typhoons, pandemics, terrorist attacks, or other similar events may be uninsurable or may only be insurable at rates that

are so high that maintaining coverage would cause an adverse impact on our business, our investment funds, and their portfolio

companies. Losses related to the COVID-19 pandemic have generally been excluded under most business property insurance

policies and business interruption policies and, going forward, will not be covered under new policies. In general, losses related

to terrorism and catastrophic nation-state hacks are becoming harder and more expensive to insure against. In this respect, some

insurers are excluding coverage of terrorist acts and catastrophic nation-state hacks from their all-risk policies. In some cases,

insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the

total cost of casualty insurance for a property. As a result, we, our investment funds, and their portfolio companies may not be

insured or fully insured against terrorism or certain other catastrophic losses.

Our portfolio companies also rely on data and processing systems and the secure processing, storage, and transmission

of information including highly sensitive financial, medical, and critical infrastructure data. A disruption or compromise of

these systems, including from a cyber-attack or cyber-incident, could have a material adverse effect on the value of these

businesses. Our investment funds may invest in strategic assets having a national or regional profile or in infrastructure assets,

the nature of which could expose them to a greater risk of being subject to a terrorist attack or security breach than other assets

or businesses. Such an event may have adverse consequences on our investment or assets of the same type or may require

portfolio companies to increase preventative security measures or expand insurance coverage.

Failure to maintain the security of our information and technology networks, including personally identifiable information,

intellectual property, and proprietary business information, could have a material adverse effect on us.

In the ordinary course of our business, we collect and store sensitive data, including our proprietary business

information and intellectual property, and personally identifiable information of our employees, investors, and potential

investors, in our data centers, on our networks, on our cloud environments, and with our third-party service providers. Such data

may be subject to U.S. and foreign data protection and privacy laws and other contractual obligations. The secure processing,

maintenance, and transmission of this information are critical to our operations. Although we take various measures and have

made, and will continue to make, significant investments to ensure the integrity of our systems and to safeguard against such

failures or security breaches, including mechanisms for governance, strategy, and risk management, there can be no assurance

that these measures and investments will provide adequate protection. In this respect, the COVID-19 pandemic exacerbated

these risks due to heavier and continued reliance on online communication and a hybrid work environment, which may be less

secure, and there has been a significant increase in malicious cyber activity involving ransomware, extortion, and business

email compromise. In 2023, Carlyle experienced no material cyber incidents and responded promptly and effectively to routine

events, such as user errors, phishing campaigns, and vendor breach notifications, resulting in no substantial harm to Carlyle. In

addition, we and our employees have been and expect to continue to be the target of fraudulent calls and emails, the subject of

impersonations, and fraudulent requests for money, including attempts to redirect material payment amounts to fraudulent bank

accounts, and other forms of spam attacks, phishing or other social engineering, supply chain attacks, ransomware, or other

events. We also have been, and could in the future be, the target of a type of wire transfer fraud known as business email

compromise where a third party seeks to benefit from misrepresenting an employee or fund investor by improperly authorizing

a wire transfer or change in wire instructions. While our policies and procedures have been largely effective against this fraud to

date, a significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of investor, employee, or other

personally identifiable or proprietary business data, whether by third parties or as a result of employee malfeasance or

otherwise, noncompliance with our contractual or other legal obligations regarding such data or intellectual property, or a

violation of our privacy and security policies with respect to such data could result in significant remediation and other costs,

fines, litigation, or regulatory actions against us by the U.S. federal and state governments, the European Union, or other

jurisdictions, or by various regulatory organizations or exchanges. Such an event could also disrupt our operations and the

services we provide to investors, damage our reputation, result in a loss of a competitive advantage, impact our ability to

provide timely and accurate financial data, and cause a loss of confidence in our services and financial reporting, which could

adversely affect our business, revenues, competitive position, and investor confidence.

Use of artificial intelligence technology by us could lead to the exposure of our data or other adverse effects and such

technology also may lead to more effective threat actors.

Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI

Technologies”), including, for example, the OpenAI ChatGPT application, create opportunities for us, our funds, investment

vehicles and accounts, and portfolio companies, as well as risks. We use and plan to expand our use of AI Technologies in

connection with our business and investment activities and our portfolio companies and investments also use such technologies.

We and our portfolio companies continue to evaluate the rapidly evolving landscape of AI Technologies. Actual use of AI

Technologies varies across our business, funds and portfolio companies, and investments. While we expect, from time to time,

to adopt and adjust usage policies and procedures governing the use of AI Technologies by our personnel, there is a risk of

misuse of such AI Technologies.

In addition, AI Technologies are reliant on the collection and analysis of large amounts of data and complex

algorithms. In this respect, it is not possible or practicable to incorporate all relevant data into models that AI Technologies

utilize to operate, nor do we expect to be involved in the collection of such data or development of algorithms in the ordinary

course of our business. Therefore, it is expected that the data in such models will contain a degree of inaccuracy and error,

potentially to a material degree, and that such data and algorithms could otherwise be inadequate or flawed, which would likely

degrade the effectiveness of AI Technologies and could adversely impact us and our portfolio companies and investments to the

extent we or they rely on the work product of such AI Technologies.

The volume and reliance on data and algorithms also make AI Technologies, and in turn us and our portfolio

companies and investments, more susceptible to cybersecurity threats, including data poisoning and the compromise of

underlying models, training data, or other intellectual property. We and our portfolio companies and investments could be

exposed to risks to the extent third-party service providers, or any counterparties use AI Technologies in their business

activities. In this respect, we are not able to control the way third-party products are developed or maintained or the way third-

party services utilizing AI Technologies are provided to us. In addition, AI Technologies may be competitive with the business

of our portfolio companies or increase the potential for obsolescence of a portfolio company’s products or services (particularly

as the capabilities of AI Technologies improve) and, accordingly, the increased adoption and use of AI Technologies may have

an adverse effect on our portfolio companies or their respective businesses. See “Risks Related to Our Company—Operational

risks (including those associated with our business model), system security risks, breaches of data protection, cyberattacks, or

actions or failure to act by our employees or others with authorized access to our networks, including our ability to insure

against such risks, may disrupt our businesses, result in losses, or limit our growth.”

Moreover, use of AI Technologies could include the input of our confidential information (including material non-

public information) by third parties in contravention of non-disclosure agreements or by our personnel or other related parties in

contravention of our policies and procedures (or by any such parties in accordance with our policies, procedures, and/or non-

disclosure agreements) and could result in such confidential information becoming part of a dataset that is generally accessible

by AI Technologies applications and users.

AI Technologies and their current and potential future applications, including in the private investment and financial

sectors, as well as the legal and regulatory frameworks within which they operate, continue to rapidly evolve. It is impossible to

predict the full extent of current or future risks related thereto.

Risks Related to Regulation and Litigation

Laws and regulations relating to privacy, data protection, data transfers, data localization, and data security worldwide may

limit the use and adoption of our services and adversely affect our business.

Legislators and regulators around the world identify data security and privacy as top priorities. As a result, we are

subject to an increasing variety of federal, state, local, and international laws, directives, and regulations, as well as contractual

obligations, relating to the collection, use, retention, security, disclosure, transfer, and other processing of personal information

and other confidential data. The global legal frameworks for privacy, data protection, and data transfers are rapidly evolving

and are likely to remain uncertain for the foreseeable future. Certain of our activities may be subject to the General Data

Protection Regulation (“GDPR”), U.S. state privacy laws, the Cayman Islands Data Protection Act (“DPA”), the UK Data

Protection Act (“UK GDPR”), the Personal Information Protection Law (the “PIPL”), and other existing and developing laws

and regulations.

In February 2022, the SEC proposed rules regarding cybersecurity that would require registered investment advisers

and registered funds to implement written policies and procedures designed to address cybersecurity risks, report significant

cybersecurity incidents to the SEC using a proposed form and within a prescribed time period, and keep enumerated

cybersecurity-related books and records. In addition, in March 2022, the SEC issued a proposed rule, which was finalized in

July 2023, to require public companies to report material cybersecurity incidents on Form 8-K and mandate disclosure of

cybersecurity risk management, strategy, and governance. In light of these proposed and final rules and the focus of federal

regulators on cybersecurity generally in recent years, we expect increasing SEC enforcement activity related to cybersecurity

matters, including by the SEC’s Office of Compliance Inspections and Examinations in its examination programs, where

cybersecurity has been prioritized with an emphasis on, among other things, proper configuration of network storage devices,

information security governance, and policies and procedures related to retail trading information security.

Although we maintain cybersecurity controls designed to prevent cyber incidents from occurring, no security is

impenetrable to cyberattacks. It is possible that current and future cyber enforcement activity will target practices that we

believe are compliant, but the SEC deems otherwise. In addition, many jurisdictions in which we operate have other laws and

regulations relating to data privacy, cybersecurity, data transfers, data localization, and protection of personal information. Our

use of AI technologies could also subject us to additional cybersecurity risks as well as regulatory scrutiny. See “Risk Related

to Our Company— Use of artificial intelligence technology by us could lead to the exposure of our data or other adverse effects

and such technology also may lead to more effective threat actors.” Any regulatory investigation into compliance with these

laws and regulations would be costly and could lead to significant fines, service interruption, loss of licensure, and other harms

to the Company.

In the European Economic Area (“EEA”), the General Data Protection Regulation (“GDPR”) establishes requirements

applicable to the processing of personal data, affords data protection rights to individuals, and imposes penalties for violations

of each EEA states’ law implementing the GDPR, including those that result in serious data breaches. In addition, Brexit took

effect in January 2020, which has led to the UK GDPR and further legislative changes that increase the burden of processing

and transferring personal data of EEA and UK residents. To satisfy these requirements, we may also need to make use of

alternative data transfer mechanisms such as standard contractual clauses approved by the European Commission, or the SCCs.

Any future updates to data transfer rules may require us to expend significant resources to update our contractual arrangements

and to otherwise comply with such obligations. Moreover, data protection authorities may require measures to be put in place in

addition to SCCs for transfers to countries outside of the EEA. Our third-party service providers may also be affected by these

changes. In addition to other impacts, we may experience additional costs to comply with these changes, and we and our

customers face the potential for regulators in the EEA to apply different standards to the transfer of personal data from the EEA

to the United States and other non-EEA countries. The UK and EEA are considering or have enacted a variety of other laws and

regulations such as the Digital Operational Resilience Act (EEA), Online Safety Act (UK), and the Artificial Intelligence Act

(EEA), all of which could have a material impact on Carlyle and its portfolio companies’ ability to conduct our businesses. We

cannot predict how these data protection laws or regulations may develop.

China continues to strengthen its protections of personal information and tighten control over cross-border data

transfers with the implementation of the Cybersecurity Law (“CSL”), Data Security Law (the “DSL”), and the Personal

Information Protection Law (the “PIPL”). These laws may affect the business of Carlyle and our portfolio companies in the

following ways. First, Carlyle and our portfolio companies may be subject to these laws when conducting business and

processing personal information or other data in China. Second, these laws may apply extra-territorially to the processing of

personal information and other data originating in China when conducted by Carlyle or our portfolio companies outside of

China. Third, these laws may impose new regulations on cross-border data transfers and transfers to third-party vendors

conducted by Carlyle and our portfolio companies. The PIPL imposes several conditions that limit certain cross-border transfer

of personal information of Chinese residents, while the DSL restricts transfer of “important data” outside of China. The scope

of “important data” remains unclear but may include certain data collected and/or generated by Carlyle and our portfolio

companies in China, in which case these restrictions could harm Carlyle and its portfolio companies that rely on the ability to

freely transfer data outside China. Finally, Carlyle and our portfolio companies may be contractually bound by certain

compliance obligations when dealing with counterparties in China as a result of these laws.

In addition, the National Intelligence Law (“NIL”), coupled with the recently enacted Espionage Act, allows

authorities to request organizations like Carlyle and its portfolio companies to provide necessary support, assistance, and

cooperation to the Chinese government. The NIL codifies broad police power, including the ability for intelligence officials to

enter relevant restricted areas and venues, learn from and question relevant organizations, and collect relevant files, materials,

or items, including electronic information.

The costs of compliance with, and other burdens imposed by the PIPL, CSL, DSL, and NIL, along with any other

cybersecurity and related laws in China, could have an adverse impact on our business and increase our compliance burden. A

determination by the Chinese government that Carlyle or its portfolio companies have violated one of these laws could result in

a variety of penalties, including fines of up to 5% of global revenues, warnings, disgorgement, suspension of business activities

or licenses, shutting down websites or applications that collect sensitive information, and revocation of business licenses or

relevant permits. Certain penalties can also apply to individual staff members responsible for a violation. The lack of clarity and

regulatory guidance on some issues adds to the compliance risks. Any inability, or perceived inability, to adequately address

privacy and data protection concerns, or comply with Chinese laws, regulations, policies, industry standards, contractual

obligations, or other legal obligations could result in additional cost and liability and could damage our reputation and adversely

affect our business and the business of our portfolio companies.

Many other foreign countries and governmental bodies in jurisdictions where Carlyle and our portfolio companies

conduct business have privacy and data protection laws and regulations that are more restrictive than those in the United States.

For example, the Hong Kong Personal Data (Privacy) Ordinance, the Australian Privacy Act, and the Brazilian Bank Secrecy

Law. Global laws in this area are rapidly increasing in the scope and depth of their requirements, which are often extra-

territorial in nature, and global regulators are seeking to enforce their countries’ laws outside of their borders. In addition, we

frequently have added privacy compliance requirements as a result of our contractual obligations with counterparties. These

legal and contractual obligations heighten our privacy obligations in the ordinary course of conducting our business in the

United States and internationally.

In the United States, federal privacy legislation is being considered by Congress and may lead to significant new

obligations for us and our portfolio companies. In the interim, a number of state laws are being passed, such as the California

Consumer Privacy Act (“CCPA”), which took effect in January 2020. The CCPA provides for enhanced consumer protections

for California residents, a private right of action for certain data breaches that is expected to increase related litigation, and

statutory fines for CCPA violations. In addition, the CCPA requires covered companies to provide new disclosures to California

residents and provides such residents new ways to opt-out of certain sales of personal information.

California voters also approved the California Privacy Rights Act (“CPRA”) in November 2020. Effective starting on

January 1, 2023, the CPRA made significant modifications to the CCPA, including by expanding rights with respect to certain

sensitive personal information and creating a new state agency for enforcing the CCPA. Unless and until a federal privacy law

that preempts state laws is enacted, states will continue to shape the data privacy environment nationally. For example, Virginia

enacted the Virginia Consumer Data Protection Act (the “VCDPA”), effective January 1, 2023, Colorado passed the Colorado

Privacy Rights Act (the “CPA”), effective July 1, 2023, Connecticut passed the Connecticut Data Privacy Act (the “CDPA”),

effective July 1, 2023, and Utah passed the Utah Consumer Privacy Act (the “UCPA”), effective December 31, 2023. Several

other U.S. states enacted privacy laws in 2023 that will take effect in the years to come and many other proposals exist in states

across the United States that could increase our potential liability, increase our compliance costs, and affect our ability to

process personal information integral to our business. Aspects of these state privacy statutes remain unclear, resulting in further

legal uncertainty and potentially requiring us to modify our data practices and policies and to incur substantial additional

compliance costs.

Complying with various existing, proposed, or yet to be proposed laws, regulations, amendments to or re-

interpretations of existing laws and regulations, and contractual or other obligations relating to privacy, data protection, data

transfers, data localization, or information security may require us to make changes to our services to enable us or our

customers to meet new legal requirements, incur substantial operational costs, modify our data practices and policies, and

restrict our business operations. Any actual or perceived failure by us to comply with these laws, regulations, or other

obligations may lead to significant fines, penalties, regulatory investigations, lawsuits, costs for remediation, and other

liabilities.

For instance, regulatory investigations or penalties related to data protection failures could lead to negative publicity

and may cause our investors to lose confidence in the effectiveness of our security measures. Any inability, or perceived

inability, to adequately address privacy and data protection concerns, or comply with applicable laws, regulations, policies,

industry standards, contractual obligations, or other legal obligations also could result in additional cost and liability and could

damage our reputation and adversely affect our business.

Extensive regulation in the United States and abroad affects our activities, increases the cost of doing business, and creates

the potential for significant liabilities and penalties.

Our business is subject to extensive regulation, including periodic examinations, inquiries, and investigations, by

governmental agencies and self-regulatory organizations in the jurisdictions in which we operate around the world. These

authorities have regulatory powers dealing with many aspects of financial services, including the authority to grant, and in

specific circumstances to cancel, permissions to carry on particular activities. Many of these regulators, including U.S. and

foreign government agencies and self-regulatory organizations, as well as state securities commissions in the United States, are

empowered to conduct examinations, inquiries, investigations, and administrative proceedings that can result in fines,

suspensions of personnel, changes in policies, procedures or disclosure or other actions, including censure, the issuance of

cease-and-desist orders, the suspension or expulsion of a broker-dealer or investment adviser from registration or memberships

or the commencement of a civil or criminal lawsuit against us or our personnel.

Even if an investigation or proceeding does not result in a sanction or the sanction imposed against us or our personnel

by a regulator were small in monetary amount, the costs incurred in responding to such matters could be material and the

adverse publicity relating to the investigation, proceeding, or imposition of those sanctions could harm our reputation and cause

us to lose existing investors or fail to gain new investors or discourage others from doing business with us. Some of our

investment funds invest in businesses that operate in highly regulated industries, including in businesses that are regulated by

the U.S. Federal Communications Commission and U.S. federal and state banking authorities. The regulatory regimes to which

such businesses are subject may, among other things, condition our funds’ ability to invest in those businesses upon the

satisfaction of applicable ownership restrictions or qualification requirements. Our failure to obtain or maintain any regulatory

approvals necessary for our funds to invest in such industries may disqualify our funds from participating in certain investments

or require our funds to divest themselves of certain assets.

In recent years, the SEC and its staff have focused on issues relevant to global investment firms and have formed

specialized units devoted to examining such firms and, in certain cases, brought enforcement actions against the firms, their

principals, and their employees. We have seen and expect to continue to see a greater level of SEC enforcement activity under

the current administration, and while we believe that we have a robust compliance program in place, it is possible this

enforcement activity will target practices that we believe are compliant. Recent SEC focus areas have also included the use and

compensation of, and disclosure regarding, operating partners or consultants, outside business activities of firm principals and

employees and group purchasing arrangements, books and records retention, and general conflicts of interest disclosures. The

SEC is also focused on adherence to practices disclosed in fund offering documents, management of conflicted transactions,

management fee calculation, performance advertising, and investment due diligence practices.

It is generally expected that the SEC’s oversight of global investment firms will continue to focus on concerns related

to transparency, investor disclosure practices, investment risks and conflicts of interest, fees and expenses, liquidity, valuation

of assets, and controls around material non-public information, which could impact Carlyle in various ways. For example, our

private equity funds frequently engage operating executives and senior advisors who often work with our investment teams

during due diligence, provide board-level governance, and support and advise portfolio company management. Operating

executives and senior advisors generally are third parties, are not considered Carlyle employees, and typically are engaged by

us pursuant to consulting agreements, and the investors in our private equity funds may bear the cost of the operating executive

or senior advisor compensation, as permitted under the relevant fund legal documents. In some cases, an operating executive or

senior advisor may be retained by a portfolio company directly and, in such instances, the portfolio company may compensate

the operating executive or senior advisor directly (meaning that investors in our private equity funds may indirectly bear the

cost of the operating executive’s or senior advisor’s compensation). While we believe we have made appropriate and timely

disclosures regarding the engagement and compensation of our operating executives and senior advisors, the SEC staff may

disagree.

The SEC has also signaled that it will continue to focus on issues specific to private investment funds, including

performance advertising, the inclusion of preferred liquidity and disclosure terms in side letters, transparency of fund fees and

expenses, and reporting of information to the SEC on Form ADV and Form PF, including proposed amendments to Form ADV

that would require enhanced disclosure regarding cybersecurity incidents and ESG practices and final amendments to Form PF

that will introduce “current reporting” requirements for certain events and require enhanced disclosure regarding fund

investments and structures. In addition, in February 2024, the SEC and CFTC jointly adopted amendments that expand the

information that private fund advisers must report on their Form PF filings. The compliance date for these joint amendments to

Form PF is expected to be in the first half of 2025. Any new rulemaking by the SEC in these areas could have an impact on our

business practices and result in additional operational, administrative, and compliance burden and costs and could potentially

result in reductions to our revenue, earnings, and cash flow. See “Risks Related to Regulation and Litigation—Financial

regulations and changes thereto in the United States could adversely affect our business and the possibility of increased

regulatory focus could result in additional burdens and expenses on our business.” We also regularly are subject to requests for

information, inquiries, and informal or formal investigations by the SEC and other regulatory authorities, with which we

routinely cooperate. In the current regulatory environment, even historical practices that have been previously examined are

being revisited. For example, as part of a sweep investigation of financial services and investment advisory firms, in October

2022, we received a request for information from the SEC related to the preservation of certain types of electronic business

communications (e.g., text messages and messages on WhatsApp, WeChat, and similar applications). We intend to cooperate

fully with the SEC’s inquiry. These additional regulatory requirements will increase our compliance costs and may expose us to

liabilities and penalties if we fail to comply with the applicable laws, rules, and regulations.

We regularly rely on exemptions from various requirements of the Securities Act of 1933, as amended (the “Securities

Act”), the Exchange Act, the Investment Company Act, the Commodity Exchange Act, and the U.S. Employee Retirement

Income Security Act of 1974, as amended (“ERISA”), in conducting our asset management activities in the United States. If for

any reason these exemptions were to become unavailable to us, we could become subject to regulatory action or third-party

claims and our business could be materially and adversely affected.

Similarly, in conducting our asset management activities outside the United States, we rely on available exemptions

from regulatory regimes of various foreign jurisdictions. These exemptions from regulation within the United States and abroad

are sometimes highly complex and may, in certain circumstances, depend on compliance by third parties whom we do not

control. If for any reason these exemptions were to become unavailable to us, we could become subject to regulatory action or

third-party claims and our business could be materially and adversely affected. Moreover, the requirements imposed by our

regulators are designed primarily to ensure the integrity of the financial markets and to protect investors in our funds and are

not designed to protect our stockholders. Consequently, these regulations often serve to limit our activities and impose

burdensome compliance requirements. See Item 1 “Business—Regulatory and Compliance Matters.”

We may become subject to additional regulatory and compliance burdens as we expand our product offerings and

investment platform, including registered product offerings for retail investors. For example, we have several closed-end

investment companies in our Global Credit and Global Investment Solutions segments that are subject to the Investment

Company Act and the rules thereunder, which, among other things, impose regulatory restrictions on principal transactions

between, and joint transactions among, the investment company and certain of its affiliates, including its investment adviser.

Certain of these investment companies are subject to additional securities law requirements due to their status as a publicly

traded issuer, as well as the listing standards of the applicable national securities exchange. Other jurisdictions, particularly in

Europe and the United Kingdom, impose similar (if not greater) regulatory burdens on registered product offerings. We expect

to offer more of these registered investment products in the future to U.S. and non-U.S. investors. These additional regulatory

requirements will increase our compliance costs and may expose us to liabilities and penalties if we fail to comply with the

applicable laws, rules, and regulations.

We are subject to U.S. and foreign anti-corruption, anti-bribery, and anti-money laundering laws, including the U.S.

Foreign Corrupt Practices Act, as amended (“FCPA”), the U.S. domestic bribery statute, and the U.S. Travel Act, and other

anti-corruption, anti-bribery, and anti-money laundering laws in the countries in which we conduct activities. Anti-corruption

laws are interpreted broadly and prohibit us from authorizing, offering, or providing, directly or indirectly, improper payments

or things of value to recipients in the public or private sector. In February 2024, the U.S. Department of the Treasury’s

Financial Crimes Enforcement Network (“FinCEN”) proposed a rule that would require registered investment advisers and

exempt reporting advisers (“ERAs”) to, among other measures, adopt an anti-money laundering and countering the financing of

terrorism (“AML/CFT”) program and file certain reports with FinCEN. The proposed rule would also delegate authority to the

SEC to examine registered investment advisers’ and ERAs’ compliance with these requirements. If this proposal is adopted, it

could impose additional regulatory obligations related to AML/CFT on our investment advisory business. In addition, we are

subject to the accounting and internal controls provisions of the FCPA, which require us to maintain accurate books and records

and a system of internal controls sufficient to detect and prevent corrupt conduct. We are also subject to U.S. export controls

and economic sanctions administered by the U.S. Commerce Department, the Office of Foreign Assets Control (“OFAC”) of

the U.S. Department of the Treasury, and the U.S. Department of State. Such export control laws and regulations and economic

sanctions are based on U.S. foreign policy and national security goals, and are enforced against targeted countries, jurisdictions,

territories, regimes, entities, organizations, and individuals.

Laws in non-U.S. jurisdictions, including those addressing anti-bribery, anti-corruption, anti-money laundering,

economic sanctions, or export control, may impose stricter or more onerous requirements than such laws of the United States,

and complying with these foreign laws may disrupt our business or cause us to incur significantly more costs to comply with

those laws. For example, in the United Kingdom, we are subject to the UK Proceeds of Crime Act 2002 regarding the

prevention of money laundering and the financing of terrorism, as well as the UK Bribery Act 2010 prohibiting private and

public sector bribery. Different laws may also contain conflicting provisions, making compliance with all laws more difficult.

We cannot predict the nature, scope, or effect of future regulatory requirements to which we may be subject or the manner in

which existing laws might be administered, interpreted, or enforced. Our funds’ portfolio companies’ compliance policies and

procedures may not prevent all instances of money laundering or bribery, or other prohibited transactions, including those

arising from actions by employees, representatives, or other agents, for which we or they might be held responsible.

These various anti-corruption, anti-money laundering, export control, and sanctions laws and regulations relate to

several aspects of our businesses, including servicing existing fund investors, finding new fund investors, and sourcing new

investments, as well as the activities of our funds’ portfolio companies, and require ongoing monitoring of both investors and

portfolio assets. U.S. government regulators, including the U.S. Department of Justice, the SEC, and OFAC, have devoted more

resources to enforcement of the FCPA and export control and sanctions laws as enforcement has become more of a priority in

recent years. Several other countries, including countries where we and our funds’ portfolio companies maintain operations or

conduct business, have also significantly expanded their enforcement activities, particularly regarding anti-corruption. Recently,

the U.S. government has also used sanctions and export controls to address broader foreign and international economic policy

goals. While we have developed and implemented policies and procedures designed to ensure compliance by us and our

personnel with the FCPA and other anti-corruption laws, as well as export control and economic sanctions laws, we cannot

ensure that none of our employees, representatives, contractors, partners, and agents will take actions in violations of our

policies and applicable law, for which we may be ultimately held responsible. Any determination that we have violated these

laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on

future conduct, securities litigation, disbarment, and a general loss of investor confidence, any one of which could have a

material adverse effect on our results of operations, financial condition, and cash flow, as well as our reputation.

In addition, the Iran Threat Reduction and Syria Human Rights Act of 2012 (the “ITRA”) expanded the scope of U.S.

sanctions against Iran and Section 219 of the ITRA amended the Exchange Act to require companies subject to SEC reporting

obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions

involving Iran, or other individuals and entities targeted by certain sanctions promulgated by OFAC, by the reporting company

or any of its affiliates, including in our case some of our portfolio companies, during the period covered by the relevant periodic

report. In some cases, the ITRA requires companies to disclose transactions even if they were permissible under U.S. law. In

addition, the ITRA imposes an obligation to separately file with the SEC a notice that specified activities have been disclosed in

our quarterly and annual reports, and the SEC is required to post this notice of disclosure on its website and send the report to

the U.S. President and certain U.S. Congressional committees. Disclosure of ITRA-specified activity, even if such activity is

legally permissible and not subject to sanctions under applicable law, and any fines or penalties actually imposed on us or our

affiliates as a result of any impermissible activities, could harm our reputation and have a negative impact on our business. In

the past, we have disclosed pursuant to Section 13 of the Exchange Act, certain permissible dealings and transactions and, to

date, we have not received notice of any investigation into such activities.

In January 2022, the U.S. Department of Justice Antitrust Division and the FTC launched a joint public inquiry aimed

at strengthening enforcement against illegal mergers, citing evidence that many industries across the economy are becoming

more concentrated and less competitive and, in July 2023, the Justice Department and the FTC released a draft update to the

merger guidelines, which were finalized in December 2023, that describe and guide the agencies’ review of mergers and

acquisitions to determine compliance with federal antitrust laws. In this respect, antitrust regulators in several foreign

jurisdictions have announced similar antitrust enforcement initiatives. These initiatives are expected to increase scrutiny of

mergers and acquisitions and to result in the adoption of more stringent guidelines for pre-approval of mergers. As a result, the

process of obtaining pre-approval from the FTC and other non-U.S. antitrust authorities for mergers and acquisitions

undertaken by the investment funds we manage is expected to become more challenging, more time consuming, and more

expensive. If certain proposed acquisitions or dispositions of portfolio companies by our managed investment funds are delayed

or rejected by antitrust regulators, it could have an adverse impact on our ability to generate future performance revenues and to

fully invest the available capital in our funds, as well as reduce opportunities to exit and realize value from our fund

investments.

If we fail to comply with this multitude of laws and regulations, even where conflicts of law arise, we could be

exposed to claims for damages, civil or criminal penalties, incarceration of our employees, restrictions on our operations

(including disbarment), and other liabilities, especially as non-U.S. regulators increase their enforcement activities, which could

materially and adversely affect our business, results of operations, financial condition, cash flow, and our reputation. In

addition, we may be subject to successor liability for FCPA violations or other acts of bribery, or violations of applicable anti-

corruption, sanctions, or export control laws committed by companies in which we or our funds invest or which we or our funds

acquire.

Financial regulations and changes thereto in the United States could adversely affect our business and the possibility of

increased regulatory focus could result in additional burdens and expenses on our business.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in 2010, has

imposed significant changes on almost every aspect of the U.S. financial services industry, including aspects of our business.

On May 24, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Reform Act”) was signed into

law. The Reform Act amends various sections of the Dodd-Frank Act, including by modifying the Volcker Rule to exempt

certain insured depository institutions.

The Volcker Rule, as amended by the Reform Act, generally prohibits any “banking entity” (broadly defined as any

insured depository institution, subject to certain exceptions including for depository institutions that do not have, and are not

controlled by a company that has, more than $10 billion in total consolidated assets or significant trading assets and liabilities,

any company that controls such an institution, a non-U.S. bank that is treated as a bank holding company for purposes of U.S.

banking law and any affiliate or subsidiary of the foregoing entities) from sponsoring, acquiring, or retaining an ownership

interest in a fund that is not subject to the provisions of the 1940 Act in reliance upon either Section 3(c)(1) or Section 3(c)(7)

of the 1940 Act. The Volcker Rule also authorizes the imposition of additional capital requirements and certain other

quantitative limits on such activities engaged in by certain nonbank financial companies that have been determined to be

systemically important by the Financial Stability Oversight Council (“FSOC”) and subject to supervision by the Federal

Reserve, although such entities are not expressly prohibited from sponsoring or investing in such funds. In July 2019, U.S.

federal regulatory agencies adopted amendments to the Volcker Rule regulations to implement the Volcker Rule amendments

included in the Reform Act and, also in 2019, such U.S. federal regulatory agencies adopted certain targeted amendments to the

Volcker Rule regulations to simplify and tailor certain compliance requirements relating to the Volcker Rule. In June 2020,

U.S. federal regulatory agencies adopted additional revisions to the Volcker Rule’s restrictions on banking entities sponsoring

and investing in certain covered hedge funds and private equity funds, including by adopting new exemptions allowing banking

entities to sponsor and invest without limit in credit funds, venture capital funds, customer facilitation funds, and family wealth

management vehicles (the “Covered Fund Amendments”). The Covered Fund Amendments also loosen certain other

restrictions on extraterritorial fund activities and direct parallel or co-investments made alongside covered funds. The Covered

Fund Amendments should therefore expand the ability of banking entities to invest in and sponsor private funds. The Covered

Fund Amendments, the Reform Act, and such regulatory developments and various other proposals focused on deregulation of

the U.S. financial services industry may have the effect of increasing competition for our businesses or otherwise reducing

investment opportunities, which could adversely affect us.

In June 2010, the SEC approved Rule 206(4)-5 under the Advisers Act regarding “pay to play” practices by investment

advisers involving campaign contributions and other payments to government clients and elected officials able to exert

influence on such clients. The rule prohibits investment advisers from providing advisory services for compensation to a

government client for two years, subject to very limited exceptions, after the investment adviser, its senior executives, or its

personnel involved in soliciting investments from government entities make contributions to certain candidates and officials in

a position to influence the hiring of an investment adviser by such government client. Any failure on our part to comply with

the rule could expose us to significant penalties, loss of fees, and reputational damage. In August 2017, FINRA’s “pay to play”

regulations went into effect. These FINRA rules effectively prohibit the receipt of compensation from state or local government

agencies for solicitation and distribution activities within two years of a prohibited contribution by a broker-dealer or one of its

covered associates. There have also been similar laws, rules, and regulations and/or policies adopted by a number of states and

municipal pension plans, which prohibit, restrict, or require disclosure of payments to (and/or certain contracts with) state

officials by individuals and entities seeking to do business with state entities, including investment by public retirement funds.

The Dodd-Frank Act also imposes a regulatory structure on the “swaps” market, including requirements for clearing,

exchange trading, capital, margin, reporting, and recordkeeping. The CFTC has finalized many rules applicable to swap market

participants, including business conduct standards for swap dealers, reporting and recordkeeping, mandatory clearing for certain

swaps, exchange trading rules applicable to swaps, initial and variation margin requirements for uncleared swap transactions,

and regulatory requirements for cross-border swap activities. These requirements could reduce market liquidity and adversely

affect our business, including by reducing our ability to enter swaps.

The Dodd-Frank Act authorizes federal regulatory agencies to review and, in certain cases, prohibit compensation

arrangements at financial institutions that give employees incentives to engage in conduct deemed to encourage inappropriate

risk taking by covered financial institutions. On May 16, 2016, the SEC and other federal regulatory agencies proposed a rule

that would apply requirements on incentive-based compensation arrangements of “covered financial institutions,” including

certain registered investment advisers and broker-dealers above a specific asset threshold. This rule, if adopted, could limit our

ability to recruit and retain investment professionals and senior management executives. However, the proposed rule remains

pending and may be subject to significant modifications. In addition, as directed under the Dodd-Frank Act, on October 26,

2022, the SEC adopted final rules under which companies listed on the NYSE and Nasdaq are required to adopt “clawback”

policies that mandate recovery by companies of certain incentive-based compensation awarded to current and former executives

in the event of an accounting restatement.

In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act became law, which modified

automatic additional regulatory compliance issues for financial entities that were deemed “Systemically Important Financial

Institutions” (SIFI) from $50 billion AUM to $250 billion AUM. There is risk that future legislation could revert such

designation back to $50 billion and expand its application to include private equity asset management firms.

Following the 2020 presidential and congressional elections in the United States, there has been an increased risk of

legislative and regulatory action that could adversely limit and affect our and our funds’ portfolio companies’ business. For

example, proposed legislation that was introduced into the U.S. Congress in July 2019 was reintroduced in October 2021,

containing a number of provisions that would adversely impact alternative asset management firms. Among other things, the

bill proposed to: (1) subject private funds and certain holders of economic interests therein to joint and several liability for all

liabilities of portfolio companies; (2) require private funds to offer identical terms and benefits to all limited partners; (3)

require disclosure of names of each limited partner invested in a private fund, as well as sensitive fund and portfolio company-

level information; (4) impose a limitation on the deductibility of interest expense only applicable to companies owned by

private funds; (5) modify settled bankruptcy law to target transactions by private equity funds; (6) increase tax rates on carried

interest; and (7) prohibit portfolio companies from paying dividends or repurchasing their shares or outsourcing jobs at

portfolio companies during the first two years following the acquisition of the portfolio company. In addition, in August 2021,

legislation was introduced in the Senate that would require holders of carried interest to recognize a specified amount of

deemed compensation income each year regardless of whether the investment partnership recognizes income or gain and

regardless of whether and when the holders receive distributions in respect of their carried interests. If similar legislation were

to become law, it could negatively impact us, our funds’ portfolio companies, and our investors.

The SEC’s amended rule for investment adviser marketing became effective in November 2022. The rule increases

regulatory obligations and potential scrutiny and imposes more prescriptive requirements on investment advisers’ marketing

activities, including but not limited to prohibitions on advertisements that are misleading or contain material statements that an

investment adviser cannot substantiate as well as requirements for performance advertising and the use of testimonials,

endorsements, and placement agent arrangements. The rule impacts the marketing of certain of our funds and other investment

advisory functions. Compliance with the new rule entails compliance and operational costs. The SEC has also already instituted

and settled multiple actions against investment advisers for violating the marketing rule, and publications by the SEC staff have

indicated that it will remain focused on investment advisers’ ongoing compliance with the marketing rule.

Future legislation, regulation or guidance may have an adverse effect on the fund industry generally and/or us

specifically. Financial services regulation, including regulations applicable to our business, has increased significantly in recent

years, and may in the future be subject to further enhanced governmental scrutiny and/or increased regulation, including

resulting from changes in U.S. executive administration or Congressional leadership. The SEC has adopted certain rules and

proposed multiple other rules that will impact the business operations and compliance obligations of Carlyle’s investment

advisers and funds:

•In August 2023, the SEC adopted new rules and amendments to existing rules under the Advisers Act (collectively, the

“Private Fund Adviser Rules”) specifically related to investment advisers and their activities with respect to private

funds they advise. In particular, the Private Fund Adviser Rules require registered investment advisers to: prepare and

distribute to private fund investors quarterly statements containing detailed information about compensation, fees and

expenses, portfolio investments, capital inflows and outflows, and performance, among other things; obtain an annual

audit for the private funds that they manage; and require registered advisers to obtain a fairness or valuation opinion

and make certain disclosures in connection with adviser-led secondary transactions. In addition, the Private Fund

Adviser Rules restrict all investment advisers from engaging in the following practices unless they satisfy certain

disclosure, and in some cases consent, requirements: charging private fund clients for fees and expenses associated

with regulatory and investigation-related expenses, charging non-pro rata fee and expense allocations, reducing the

amount of any clawback of advisory fees by actual, potential or hypothetical taxes, and borrowing money from a

private fund client. The Private Fund Adviser Rules also prohibit investment advisers from providing preferential

treatment to investors with regard to liquidity and information rights unless they meet specified conditions, and require

advisers to make certain disclosures to private fund investors with regard to preferential treatment provided to

investors in that fund. The compliance dates for the Private Fund Adviser Rules are in September 2024 or March 2025.

Although there is a pending legal challenge to the Private Fund Adviser Rules, it is uncertain whether such legal

challenge will succeed. While the full extent of the Private Funds Adviser Rules’ impact cannot yet be determined, it is

generally anticipated that they will have a significant effect on private fund advisers and their operations, including by

increasing regulatory and compliance costs and burdens and heightening the risk of regulatory action. It is expected

that the private funds advised by Carlyle will bear (either directly or indirectly) certain regulatory and compliance

costs relating to the Private Fund Adviser Rules. The Private Fund Adviser Rules could also divert time, attention, and

resources of Carlyle’s investment advisers and its personnel away from managing the Fund’s investment activities and

overseeing its portfolio companies. For these reasons, the Private Fund Adviser Rules could have a material negative

impact on the operations and financial performance of Carlyle’s investment adviser entities and the private funds that

they manage.

In addition, the SEC amended the books and records and compliance rules under the Advisers Act to require,

respectively, registered investment advisers to private funds to retain certain records evidencing their compliance with

the Private Fund Adviser Rules and all registered investment advisers to document their annual compliance review.

•In May 2023, the SEC adopted changes to Form PF, a confidential form relating to reporting by private funds and

intended to be used by the Financial Stability Oversight Counsel (“FSOC”) for systemic risk oversight purposes. This

amendment expands existing reporting obligations by requiring large hedge fund advisers to make a filing within 72

hours of certain current reporting events including extraordinary investment losses and certain events related to margin

and redemptions, private equity fund advisers to make quarterly filings of adviser-led secondaries and removal of the

fund’s general partner, and large private equity fund advisers to provide additional information regarding general

partner clawbacks and fund strategy and borrowing in their annual Form PF filings. The compliance date for certain of

these expanded Form PF reporting requirements was in December 2023 and the compliance date for the other

requirements is June 2024. In addition, in February 2024, the SEC and CFTC jointly adopted amendments that expand

the information that private fund advisers must report on their Form PF filings. The compliance date for these joint

amendments to Form PF is expected to be in the first half of 2025.

•In July 2023, the SEC adopted new and amended rules that require public companies such as Carlyle to describe their

processes for assessing and managing material risks from cybersecurity threats, inform boards of directors regarding

these processes, and promptly disclose any material cybersecurity incident through a Form 8-K filing. The compliance

dates for these rules were December 2023. In addition, in February 2022, the SEC proposed rules regarding registered

investment advisers’ and funds’ cybersecurity risk management, which would require them to adopt and implement

cybersecurity policies and procedures, enhance disclosures concerning cybersecurity incidents and risks in regulatory

filings, and investment advisers to promptly report certain cybersecurity incidents to the SEC. Moreover, in March

2023, the SEC proposed changes to Regulation S-P, its financial privacy rules, which would require, among other

things, that investment companies, broker-dealers, and SEC-registered investment advisers notify affected individuals

of a breach involving their personal financial information within 30 days of becoming aware that it occurred. This

adopted rule, and either or both of these proposals, could increase our compliance costs and potential regulatory

liability related to cybersecurity. See “Risks Related to Regulation and Litigation— Laws and regulations relating to

privacy, data protection, data transfers, data localization, and data security worldwide may limit the use and adoption

of our services and adversely affect our business.”

•In February 2023, the SEC proposed extensive amendments to the custody rule for SEC-registered investment

advisers. If adopted, the amendments would require, among other things, the adviser to: obtain certain contractual

terms from each advisory client’s qualified custodian; document that privately-offered securities cannot be maintained

by a qualified custodian; and promptly obtain verification from an independent public accountant of any purchase,

sale, or transfer of privately-offered securities. The amendments also would apply to all assets of a client, including

real estate, contracts, and other assets that generally are not considered securities under the federal securities laws. If

adopted, these amendments could expose our registered investment advisers to additional regulatory liability, increase

compliance costs, and impose limitations on our investing activities.

•In 2023, the SEC adopted new or amended rules that accelerate the filing deadlines for companies to make filings of

beneficial ownership and expand the scope of instances where such a filing is required, require certain asset managers

to file with the SEC on a monthly basis certain data related to their short sales activity, and require annual reporting of

how they voted on say-on-pay proxy matters. The adoption of these rules is expected to require us to devote additional

resources to fulfilling these reporting obligations and may result in additional regulatory attention focused on such

activities. In October 2022, the SEC proposed a new rule and related amendments that would impose substantial

obligations on registered investment advisers to conduct initial due diligence and ongoing monitoring of a broad

universe of service providers that we may use in our investment advisory business. If these proposed rules take effect,

they could increase limitations on our ability to use service providers in connection with our investment advisory

business, impose additional costs and burdens on our use and monitoring of service providers, and subject us to

heightened regulatory scrutiny.

•In July 2023, the SEC proposed new predictive data analytics rules, which would require registered investment

advisers (and broker-dealers) to eliminate or neutralize (rather than disclose and mitigate) certain conflicts of interest

posed by covered technologies including artificial intelligence and machine-learning, with respect to their interactions

with clients and investors in pooled investment vehicles. If adopted, this rule could expose Carlyle to additional

regulatory uncertainty, liability, and increased compliance and other costs. In order to limit their potential liability

under this rule, our investment adviser entities could choose to change or discontinue some of their activities, or refrain

from engaging in activities related to such technologies, which could be detrimental to the funds, their investors, and

their financial performance. See “Risks Related to Our Company— Use of artificial intelligence technology by us

could lead to the exposure of our data or other adverse effects and such technology also may lead to more effective

threat actors.”

•The SEC has also adopted or proposed numerous new and amended rules that would apply to market participants that

we regularly interact with as counterparties or to our other business activities, including broker-dealers’ execution of

trades and clearance and settlement of trades. These rules could affect our business by making it more costly

financially or burdensome for us to engage in certain business transactions. In addition, an amended SEC rule and

subsequent guidance would, beginning in January 2025, prohibit broker dealers from providing price quotations for

certain private debt security offerings unless information about the issuer of these securities is current and publicly

available. This rule could affect our ability to trade in certain private debt securities.

•In September 2023, the SEC adopted amendments to its fund names rule to require that funds subject to the Investment

Company Act of 1940 whose names suggest that its investments incorporate one or more ESG factors must adopt a

policy to invest at least 80% of their assets consistently with this policy. The compliance date for this amendment to

the names rule is December 2025.

Between September 2022 and February 2024, the SEC announced charges against approximately 40 broker-dealers

and/or investment advisory firms for widespread and longstanding failures by the firms and their employees to maintain and

preserve electronic communications. The firms admitted the facts set forth in their respective SEC orders, acknowledged that

their conduct violated recordkeeping provisions of the federal securities laws, agreed to pay combined penalties of

approximately $1.3 billion, and agreed to implement improvements to their compliance policies and procedures to settle these

matters. As part of a sweep investigation of financial services and investment advisory firms, in October 2022, we received a

request for information from the SEC related to the preservation of certain types of electronic business communications (e.g.,

text messages and messages on WhatsApp, WeChat, and similar applications). We intend to cooperate fully with the SEC’s

inquiry.

It is difficult to determine the full extent of the impact on us of any new laws, regulations, or initiatives that may be

proposed or whether any of the proposals will become law. Any changes in the regulatory framework applicable to our

business, including the changes described above, may impose additional costs on us, impact our ability to generate revenue,

require the attention of our senior management, or result in limitations on the manner in which we conduct our business.

Moreover, we anticipate there may be an increase in regulatory investigations of the trading and other investment activities of

private funds, including our investment funds. Compliance with any new laws or regulations (including recent heightened SEC

scrutiny regarding adviser compliance with advisers’ own internal policies) could make compliance more difficult and

expensive, affect the manner in which we conduct our business, and adversely affect our profitability.

Changing regulations regarding derivatives and commodity interest transactions could adversely impact various aspects of

our business.

The regulation of derivatives and commodity interest transactions in the United States and other countries is a rapidly

changing area of law and is subject to ongoing modification by governmental and judicial action. We and our affiliates enter

into derivatives transactions for various purposes, including to manage the financial risks related to our business. Accordingly,

the impact of this evolving regulatory regime on our business is difficult to predict, but it could be substantial and adverse.

Managers of certain pooled investment vehicles with exposure to certain types of derivatives may be required to

members of the National Futures Association (the “NFA”). As such, certain of our or our subsidiaries’ risk management or

other commodities interest-related activities may be subject to CFTC oversight. Consequently, certain CFTC rules expose

global investment firms, such as us, to increased registration and reporting requirements in connection with transactions in

futures, swaps, and other derivatives regulated by the CFTC. These regulations have required us to reassess certain business

practices related to our pooled vehicles, consider registration of certain entities with the CFTC, or file for additional exemptions

from such registration requirements. In addition, as a result of their derivatives-related activities, certain of our entities may be

subject to a wide range of other regulatory requirements, such as:

•potential compliance with certain commodities interest position limits or position accountability rules;

•administrative requirements, including recordkeeping, confirmation of transactions and reconciliation of trade data;

and

•mandatory central clearing and collateral requirements.

Our business may incur increased ongoing costs associated with monitoring compliance with the CFTC registration

and exemption obligations across platforms and complying with the various reporting and record-keeping requirements. In

addition, newly instituted and amended regulations could significantly increase the cost of entering into derivative contracts

(including through requirements to post collateral that could adversely affect our available liquidity), materially alter the terms

of derivative contracts, reduce the availability of derivatives to protect against risks that we encounter, reduce our ability to

restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties. If we reduce our use

of derivatives as a result of such regulations (and any new regulations), our results of operations may become more volatile and

our cash flows may be less predictable, which could adversely affect our ability to satisfy our debt obligations or plan for and

fund capital expenditures.

The short-term and long-term impact of the Basel capital standards remains uncertain.

In June 2011, the Basel Committee on Banking Supervision, an international body comprised of senior representatives

of bank supervisory authorities and central banks from 27 countries, including the United States, announced the final

framework for a comprehensive set of capital and liquidity standards, commonly referred to as “Basel III,” for internationally

active banking organizations and certain other types of financial institutions. The Basel III standards were revised in 2017 as

part of a package of reforms referred to as “Basel IV”(or more recently “Basel III Endgame”) by the banking industry. These

standards generally require banks to hold more capital, predominantly in the form of common equity, than under the previous

capital framework, reduce leverage, and improve liquidity standards. U.S. federal banking regulators, including the Federal

Reserve, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation, have adopted, and

continue to adopt, final regulations to implement these standards for U.S. banking organizations.

The ongoing adoption of these rules could restrict the ability of banks to maintain certain levels or types of capital

market exposures under the present structure of their balance sheets, and cause these entities to raise additional capital in order

to stay active in our marketplaces. As a result, their businesses, results of operations, financial condition, or prospects could be

materially adversely affected, which in turn could have unintended adverse consequences for us, through higher borrowing

costs, reduced access to certain types of credit, and increased costs and difficulty for us or our funds to enter into transactions in

the normal course of our business. Moreover, these increased regulatory responsibilities and increased costs could reduce

trading by a number of market participants, which could in turn adversely impact liquidity and increase volatility in the markets

and expose our funds to greater risks in connection with their trading activities.

Regulatory initiatives in jurisdictions outside the United States could adversely affect our business.

Similar to the environment in the United States, the current environment in jurisdictions outside the United States in

which we operate, in particular the EU and the UK, has become subject to an expanding body of regulation. Governmental

regulators and other authorities in the EU and the UK have proposed or implemented a number of initiatives and additional

rules and regulations that could adversely affect our business.

Prudential regimes for EU and UK investment firms. From June 26, 2021, the Investment Firm Regulation and the

Investment Firm Directive (together, “IFR/IFD”) replaced the prudential framework that applied previously to EU investment

firms. IFR/IFD represents a complete overhaul of “prudential” regulation (i.e., capital adequacy, liquidity adequacy,

governance, remuneration policies and practices, public transparency and regulatory reporting) in the EU and substantially

increases regulatory capital requirements for certain investment firms and imposes more onerous remuneration rules, and

revised and extended internal governance, disclosure, reporting, liquidity, and group “prudential” consolidation requirements

(among other things). IFR/IFD affects AlpInvest, one of our subsidiaries, because it is an alternative investment fund manager

in the Netherlands with MiFID top-up permissions to provide investment services. It is possible that in the future, CIM Europe

may also have to comply with IFR/IFD in relation to its MiFID top-up permissions; however, Luxembourg does not currently

apply the regime to AIFMs with MiFID top-ups.

The UK has implemented its own version of IFR/IFD, the Investment Firms Prudential Regime (the “IFPR”), which

took effect from January 1, 2021. The IFPR applies to our subsidiaries that are UK investment firms under the post-Brexit UK-

retained Markets in Financial Instruments Directive (as restated, “MiFID II”), namely CECP, CELF and subject to FCA

approval, AlpInvest Partners LLP. Under the IFPR, among other requirements, both CECP and CELF, and subject to FCA

approval, AlpInvest Partners LLP, are required to maintain a more onerous policy on remuneration, set an appropriate ratio

between the variable and fixed components of total remuneration and meet requirements on the structure of variable

remuneration. These requirements may make it more difficult for us to attract and retain staff in certain circumstances. IFPR

also resulted in increased regulatory capital and liquidity adequacy requirements for CECP, in particular, which may continue to

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

AIFMD. The AIFMD was implemented in most jurisdictions in the EEA, on July 22, 2014. The AIFMD regulates

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

The AIFMD also regulates and imposes regulatory obligations in respect of the marketing in the EEA by AIFMs (whether

established in the EEA or elsewhere) of AIFs (whether established in the EEA or elsewhere). The UK implemented AIFMD

while it was still a member of the EU and “onshored” it as part of UK law, such that similar requirements continue to apply in

the UK notwithstanding Brexit. Abingworth is authorized in the UK as an AIFM by the FCA. AlpInvest, one of our

subsidiaries, obtained authorization in 2015 and is licensed as an AIFM in the Netherlands. Moreover, in 2017, one of our

subsidiaries, Carlyle Real Estate SGR S.p.A, was registered as an AIFM in Italy and in 2018, one of our subsidiaries, CIM

Europe, obtained authorization as an AIFM in Luxembourg.