Carlyle Group Inc

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, tariffs, commodity prices,

currency exchange rates and controls, national and international political circumstances (including government contract

terminations or funding pauses, government agency closures, 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, sharp currency moves, heightened geopolitical tensions (including those between the United States and

China, Taiwan and China, Israel and Iran and the Axis of Resistance, and between Ukraine and Russia), the imposition of

export controls, tariffs, 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. Moreover, 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 several business critical products or hardware components, including semiconductors,

which may impact sectors and industries regardless of their business proximity to the Taiwan Strait.

Over the twelve months ending on December 31, 2024, the S&P 500 rose by 23.0%, while the MSCI All Country

World Index (MSCI) increased by 15.0%. This robust full-year performance masks interim volatility. Notably, a shift in

Japanese monetary policy drove a sharp appreciation of the yen. This in turn disrupted long-standing carry trades whose

funding leg rested on Japan’s low rates. The surge in the currency value triggered a selloff in Japanese equity markets. Liquidity

pressures further exacerbated the selloff. For example, on August 5, 2024, the Nikkei 225 fell 12.4%, while the TOPIX fell

12.2%, their largest respective single day declines since 1987. Global equity markets were impacted as well, albeit to a lesser

extent. These series of events highlighted how seemingly innocuous and not wholly unexpected changes in policies or other

market conditions may quickly cascade into more significant movements. Factors that impact global markets, including

inflation, interest rates, trade barriers such as tariffs, 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, monetary,

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 also 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. Through the first half of 2024, liquidity shortfalls across all private market asset classes

produced persistent and meaningful negative cash flows—more capital calls than distributions—for 14 consecutive quarters, a

phenomenon not seen on such a scale since the aftermath of the Global Financial Crisis. Cumulatively, across private market

asset classes, contributions have exceeded distributions by nearly $470 billion since 2020. This has restricted investor liquidity,

which in turn has reduced commitments to private capital assets. Investors also may 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. While base rates are elevated relative to recent historical norms, high

yield credit spreads currently are very favorable and remain near historic lows; at 275 basis points, B-rated spreads sit just 40

basis points above the trough hit in the second quarter of 2007. Obtaining financings in both the high yield and leveraged loan

markets currently is relatively easy. If credit markets weaken 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$3.5 trillion in 2024, a 12% increase from 2023. While total M&A

activity appears to be normalizing, a retrenchment 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 also could adversely affect our

ability to raise and the timing of raising successor investment funds. In 2024, we invested nearly $22 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 new 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 conflicts in the Middle East and Eastern Europe, could lead to disruption, instability, and volatility in the

global markets, which also may have an impact on our exit opportunities across negatively impacted sectors or geographies.

The new administration has decided to impose and may decide to impose additional steep tariffs on goods, materials, inputs,

and intermediate parts with origins across numerous geographies. Such changes could materially increase input costs for our

funds’ portfolio companies and depress margins. The new administration also may seek to reduce subsidies and roll back

favorable terms for investments in renewable energy projects, which could adversely impact the performance of those strategies

in our portfolio. The consequences of previously enacted legislation also could impact our business operations in the future. For

example, bipartisan legislation enacted in 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 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). In addition, in

September 2022, then-President Biden signed an Executive Order directing CFIUS to sharpen its scrutiny of foreign investment

that could impact cybersecurity, quantum computing, biotechnology, and sensitive data. 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.

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 also may 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 also could 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 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 also could 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.

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. We also 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. Moreover, we could 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. For example, 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, 2024, 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 6, Borrowings, 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

October 2024.

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 and may cause the price of our common stock to decline.

Our revenue, earnings, net income, and cash flow can all vary materially due to our reliance on performance revenues.

We may experience fluctuations in our results, including our revenue and net income, from quarter to quarter due to a number

of other factors, including timing of realizations, changes in the valuations of our funds’ investments, changes in the amount of

distributions, dividends, or interest paid in respect of investments, changes in our operating expenses, and the degree to which

we encounter competition, each of which may be impacted by economic and market conditions. Achieving steady growth in net

income and cash flow on a quarterly basis may be difficult, which could in turn lead to large adverse movements or general

increased volatility in the price of our common stock. We generallydo not provide guidance regarding our expected quarterly

operating results. The lack of guidance may affect the expectations of public market analysts and could cause increased

volatility in our common stock price.

In addition, our cash flow may fluctuate significantly because we receive performance allocations from our carry funds

only when investments are realized and achieve a certain preferred return. Performance allocations depend on our carry funds’

performance and opportunities for realizing gains, which may be limited. It takes a substantial period of time to realize the cash

value (or other proceeds) of an investment. Even if an investment proves to be profitable, it may be a number of years before

any profits can be realized, particularly if market conditions were unaccommodating. We cannot predict when, or if, any

realization of investments will occur. The valuations of, and realization opportunities for, investments made by our funds could

also be subject to high volatility as a result of uncertainty or potential changes to governmental policy with respect to, among

other things, tax, trade, immigration, healthcare, labor, infrastructure, and energy.

Prior to our receiving any performance allocations in respect of realization of a profitable investment, 100% of the

proceeds of that investment generally must be paid to the investors in that carry fund until they have recovered certain fees and

expenses and achieved a certain return on all realized investments by that carry fund as well as a recovery of any unrealized

losses. A particular realization event may have a significant impact on our results for that particular quarter that may not be

replicated in subsequent quarters. 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 and possibly cash flow, which could further

increase the volatility of our quarterly results. Because our carry funds have preferred return thresholds to investors that need to

be met prior to our receiving any performance allocations, substantial declines in the carrying value of the investment portfolios

of a carry fund can significantly delay or eliminate any performance allocations paid to us in respect of that fund 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 performance allocations from that fund.

The timing and receipt of performance allocations also varies with the life cycle of our carry funds. During periods in

which a relatively large portion of our assets under management is attributable to carry funds and investments in their

“harvesting” period, our carry funds would make larger distributions than in the fundraising or investment periods that precede

harvesting. During periods in which a significant portion of our AUM is attributable to carry funds that are not in their

harvesting periods, we may receive substantially lower performance allocations.

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 our 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, including Fee-earning 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” during

which we do not charge management fees for a certain 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 also may 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. Moreover, 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 and may cause the price of our common

stock to decline.”

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 Chief Executive Officer, Harvey M.

Schwartz, our co-founders and other senior Carlyle professionals, the information and deal flow they generate during the

normal course of their activities, and the synergies among the diverse fields of expertise and knowledge held by our

professionals. Accordingly, our success will depend on the continued service of these individuals, who are not obligated to

remain employed with us. Several key 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 investment objectives. For

example, the governing agreements of many of our funds generally provide investors with the ability to terminate the

investment period in the event that certain “key persons” in the fund do not meet the specified time commitment to the fund or

our firm ceases to control the general partner. The loss of the services of any such persons could have a material adverse effect

on our revenues, net income, and cash flows and could harm our ability to maintain or grow AUM in existing funds or raise

additional funds in the future. Our senior Carlyle professionals possess substantial experience and expertise and have strong

business relationships with our investors and other members of the business community. As a result, the loss of these personnel

could jeopardize our relationships with such parties and result in the reduction of AUM or fewer investment opportunities.

We historically have relied in part on the interests of these professionals in the investment funds’ carried interest and

incentive fees to discourage them from leaving the firm. However, to the extent our investment funds perform poorly, thereby

reducing the potential for carried interest and incentive fees, their interests in carried interest and incentive fees become less

valuable to them and become less effective as incentives for them to continue to be employed by us. We might not be able to

provide future senior Carlyle professionals with interests in our business to the same extent or with the same tax consequences

from which our existing personnel previously benefited. For example, U.S. federal income tax law currently imposes a three-

year holding period requirement for carried interest to be treated as long-term capital gains. The holding period requirement

may result in some of the carried interest received by such individuals being treated as ordinary income, which would

materially increase the amount of taxes that such key personnel would be required to pay. In addition, the tax treatment of

carried interest continues to be an area of focus for policymakers and government officials, which could result in further

regulatory action by federal or state governments. 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.” Moreover, possible increases in state tax rates or changes to the tax treatment of, or the levying of additional

taxes on, carried interest, along with changing opinions regarding living in some geographies where we have offices, may

adversely affect our ability to recruit, retain, and motivate our current and future professionals.

We strive to maintain a work environment that reinforces our culture where employees strive to excel, deliver for the

firm, challenge the status quo, and leverage diverse perspectives. If we do not continue to develop and implement the right

processes and tools to maintain this culture, our ability to compete successfully and achieve our business objectives could be

impaired, which could negatively impact our business, financial condition, and results of operations.

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

also has 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 generally have 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 also have 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 April 2024, the U.S. Federal Trade

Commission (“FTC”) published a final rule that would generally prohibit post-employment noncompete clauses (or other

clauses with comparable effect) in agreements between employers and their employees, subject to limited exceptions, although

enforcement of the final rule has been enjoined. We are continuing to monitor the status of the final rule, including with the new

administration, and the impact it may have on our ability to recruit and retain our professionals.

We have granted and expect to grant equity awardsin respect of our shares of common stock. This includes awards

from our Equity Incentive Plan, with respect to which our shareholders approved an additional 19.0 million shares for the

issuance of awards at our 2024 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, 2024, we have granted a total of approximately 7.2 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 2024,

we incurred equity compensation expenses of$467.9 million in connection with grants of restricted stock units. In February

2024, we granted a total of 13.2 million restricted stock units to senior Carlyle professionals that are eligible to vest in

installments over a period of three years based on the achievement of absolute stock price targets of 120% (which were satisfied

during the fourth quarter of 2024),140%, and 160% of the applicable starting share price. In addition, in February 2025, we

granted a total of 4.8 million restricted stock units to Carlyle professionals. 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 25.7 million

remaining shares of common stock available for grant under the Equity Incentive Plan.

As of December 31,2024, our employees held an aggregate of 17.2 million unvested restricted stock units, which vest

over various time periods (generally from one year to three-and-a-half 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 co-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 expand into new investment strategies, geographic markets, businesses, and types of investors, or seek to expand

our business or change our strategic focus with new strategic initiatives, which may result in additional risks and

uncertainties in our businesses.

Ourorganizational documents do not limit our ability to enter into new lines of business, and we may expand into new

investment strategies, geographic markets, businesses, types of investors, and investment products. We intend to seek to grow

our businesses by increasing AUM in existing businesses, pursuing new investment strategies (including investment

opportunities in new asset classes), developing new types of investment structures and products (such as publicly listed

vehicles, separately managed accounts, and structured products), expanding into new geographic markets and businesses and

seeking investments from investor bases we have traditionally not pursued, such as individual investors, which subject us to

additional risk. See also “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—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.” We have opened many offices to conduct our asset management and

capital markets businesses around the world in Europe, the Middle East, and Asia-Pacific, which we intend to grow and expand.

We also have launched a number of new investment initiatives in various asset classes or geographies, and increasingly manage

investment vehicles owned by individual investors, which subject us to additional risk. Introducing new types of investment

structures and products could increase the complexities involved in managing such investments, including ensuring compliance

with applicable regulatory requirements and terms of the investment vehicles.

Our organic growth strategy focuses on providing resources to foster business expansion, such that we achieve a level

of scale and profitability. 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. The success of our organic growth

strategy also will depend on, among other things, our ability to correctly identify and create products that appeal to the limited

partners of our funds and vehicles. While we have made significant expenditures to develop these new strategies and products,

there is no assurance that they will achieve a satisfactory level of scale and profitability.

We have pursued and may continue to pursue growth through acquisitions of, or investments in, new businesses, other

investment management companies, acquisitions of critical business partners, strategic partnerships, other alternative or

traditional investment managers, or other strategic initiatives that also may include entering into new lines of business. In

addition, we expect opportunities will arise to acquire other alternative or traditional investment managers. For example, 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 AUM 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 below. See “Risks Related to Our Business Operations—Industry Risks Related to the Assets We Manage—Our

investments in the life sciences industry may expose us to increased risks.”

To the extent we make strategic investments or acquisitions, undertake other strategic initiatives, expand into new

investment strategies or geographic markets, or enter into a new line of business, we will face numerous risks and uncertainties,

including risks associated with:

•the required investment of capital and other resources;

•delays or failure to complete an acquisition or other transaction in a timely manner or at all, which may

subject us to damages or require us to pay significant costs;

•lawsuits challenging an acquisition or unfavorable judgments in such lawsuits, which may prevent the closing

of the transaction, cause delays, or require us to incur substantial costs, including costs associated with the

indemnification of directors;

•the failure to realize the anticipated benefits from an acquired business or strategic partnership in a timely

manner, if at all;

•combining, integrating, or developing operational and management systems and controls, including an

acquired business’s internal controls and procedures;

•integration of the businesses, including the employees of an acquired business;

•disagreements with joint venture partners or other stakeholders in our strategic partnerships;

•the additional business risks of the acquired business and the broadening of our geographic footprint;

•properly managing conflicts of interests;

•our ability to obtain requisite regulatory approvals and licenses without undue cost or delay and without being

required to comply with material restrictions or material conditions that would be detrimental to us or to the

combined organization;

•our ability to comply with new regulatory regimes; and

•becoming subject to new laws and regulations with which we are not familiar, or from which we are currently

exempt, which may lead to increased litigation and regulatory risk and costs.

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, our vendors, investors, and other stakeholders rely heavily on financial, accounting, information, and other data

processing systems. Collectively, 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. More specifically, threat actors have

demonstrated increasing sophistication in their use of social engineering techniques, executive impersonations, and social media

platforms to victimize users and tarnish our brand. Similar issues arise with concentration of services with key service providers

such as cloud storage and email services, which also have experienced occasional minor outages.

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 malice toward us. We therefore have 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. In addition, trends to outsource additional work, particularly information technology work,

introduce heightened risks such as improper access management, near-term productivity loss, and threats arising from

contractor machines accessing Carlyle networks.

We cannot know the potential impact of future cyber incidents, which vary widely in severity and scale, potential new

facts or circumstances related to previously detected cyber incidents, or previously undetected cyber incidents. 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. We do not have controls in place for every possible risk,

and 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 also are 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 also may 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, AI, privacy, 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 across

the industry 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 also may

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 (such as COVID-19), 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. 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, cyber-incident, or other outage, 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, potential investors,

and others, 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 that

continues, which may be less secure, and there has been a significant increase in malicious cyber activity involving

ransomware, extortion, and business email compromise. In 2024, Carlyle experienced no material cyber incidents and

responded promptly and effectively to routine events, such as user errors, incidental data leakage, phishing campaigns, system

misconfigurations, software failures, and vendor breach notifications, resulting in no material 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 also could 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 increase

competitive, operational, legal, and regulatory risks in ways that we cannot predict.

The use of artificial intelligence and machine learning technologies (collectively, “AI Technologies”), and the overall

adoption of AI Technologies throughout society, create opportunities for us, our funds, investment vehicles and accounts, and

portfolio companies, as well as new and unpredictable competitive, operational, legal, and regulatory risks. We use and plan to

expand our use of AI Technologies in connection with our business and investment activities and selections, 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, failure of such AI Technologies

to be available or to perform, or data leakage on account of use of such AI Technologies, any of which could cause a material

harm to us or our portfolio companies. In addition, some of our competitors may be more successful than us in the development

and implementation of new technologies, including services and platforms based on artificial intelligence, to address investor

demands or improve operations. If we are unable to adequately advance our capabilities in these areas, or do so at a slower pace

than others in our industry, we may be at a competitive disadvantage.

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. 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. We expect to be involved in the collection of such data only in

the context of limited custom development of tools supporting bespoke AI product developments, but these tools are likely to

contain and produce inaccurate information from time to time that will be difficult to identify and mitigate.

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 may include the input of sensitive personal information, trade secrets, and other

protected data by both us and third parties and could result in the exposure of such information, for example, by 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, continue to rapidly evolve, and our use of

AI Technologies may require compliance with legal or regulatory frameworks that are not fully developed or tested and which

may subject us to litigation and regulatory actions. For example, the EU has enacted the AI Act and various other jurisdictions

have proposed or finalized laws that create regulatory risk around the use of AI Technologies or threaten to limit or eliminate

our ability to use AI Technologies. 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.

For example, in March 2022, the SEC issued a proposed rule, which was finalized in July 2023, requiring 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 continued and 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 also could 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 increase competitive, operational, legal, and regulatory risks in ways that we cannot predict.”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 state’s 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 introduction of the UK GDPR and further legislative changes that increased the

burden of processing and transferring personal data of EEA and UK residents. To satisfy these requirements, we may need to

make use of alternative data transfer mechanisms such as standard contractual clauses approved by the European Commission,

or the International Data Transfer Agreement approved by the UK Information Commissioner’s Office (“ICO”). 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. In particular, while the UK GDPR remains materially equivalent to the GDPR at

present, the UK government recently has introduced the draft Data (Use and Access) Bill which, if it becomes law, has the

potential to impact the finding by the European Commission on June 28, 2021 that the UK provides adequate protection for

personal data transferred from the EEA to UK. This would, in turn, increase our compliance burden with respect to the transfer

of personal data between the EEA and UK. We may experience additional costs to comply with these changes, should they take

effect and, more generally, we, our third-party service providers, and our customers face the potential for the ICO and

regulators in the EEA to apply different standards to the transfer of personal data from the UK and EEA to the United States

and other jurisdictions. Moreover, the EEA and the UK are considering or have enacted a variety of other laws and regulations

such as the Digital Operational Resilience Act, or DORA (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 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 also can 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 ofstate 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 certain disclosures to

California residents and provides such residents 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

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 of our business affects our activities and creates the potential for significant liabilities and penalties,

and could result in additional burdens on our business.

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, also

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 sanctions, 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.

In recent years, the financial services industry has been the subject of heightened scrutiny, which is expected to

continue to increase, and the SEC has specifically focused on private equity and the private funds industry. In this respect, the

SEC’s stated examination priorities and published observations from recent examinations have included, among other things,

private equity firms’ collection of fees and allocation of expenses, their marketing and valuation practices, allocation of

investment opportunities, investor side letter terms, consistency of firms’ practices with disclosures, handling of material non-

public information and insider trading, disclosures of investment risk, conflicts of interest, adherence to notice, consent and

other contractual requirements regarding limited partnership advisory committees and compliance policies, and procedures with

respect to conflicts of interest. The SEC’s stated examination priorities also have included investment advisers’ and funds’

compliance with recently adopted rules, including those referenced herein. Statements by SEC staff in 2024 and the SEC’s

enforcement and rulemaking activities reflected a focus on certain of these topics and on bolstering transparency in the private

funds industry, including with respect to fees earned and expenses charged by advisers.

In addition, the SEC has proposed and, in some instances, adopted a number of rules related to private funds and

private fund advisors that impact our business and operations. Many of these rules have faced legal challenges, and the future of

several proposed rules is uncertain given the new administration. For example, on June 5, 2024, the U.S. Court of Appeals for

the Fifth Circuit vacated rules and amendments to existing rules under the Investment Advisers Act of 1940, which were

adopted by the SEC in August 2023 (collectively, the “Private Fund Adviser Rules”). The SEC did not seek reconsideration of

the Fifth Circuit’s June ruling by the July 24, 2024 deadline, and the future of the Private Fund Adviser Rules is in doubt.

Moreover, the SEC (in May 2023) and the SEC and CFTC jointly (in February 2024) adopted changes to Form PF, a

confidential form relating to reporting by private fund advisers and intended to be used by the Financial Stability Oversight

Counsel (“FSOC”) for systemic risk oversight purposes, that expand existing reporting obligations. Such increased obligations

may increase our costs, including if we are required to spend more time, hire additional personnel, or buy new technology to

comply effectively.

The SEC also has proposed several other rules that may impact our operations. For example, an October 2022 SEC

proposal would, if adopted, 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 adopted,

these new rules could significantly increase compliance burdens and associated regulatory costs and complexity for us and

enhance the risk of regulatory action, which could adversely impact our reputation and our fundraising efforts, including as a

result of regulatory sanctions. Moreover, in February 2023, the SEC proposed extensive amendments to the custody rule for

SEC-registered investment advisers, which would apply to all assets of an advisory client, including real estate and other assets

that generally are not considered securities under the federal securities laws. If adopted, the amendments would require, among

other things, that qualified custodians maintain possession of and control of assets of advisory clients and participate in or

effectuate any changes of such assets’ beneficial ownership. There is a lack of clarity as to whether all assets held by our

advisory clients can be custodied in a manner that satisfies the proposed rule or whether existing qualified custodians will

provide custodial services for such assets at a reasonable cost or at all. If adopted, these amendments could expose our

registered investment advisers to additional regulatory liability, increase compliance costs, and impose limitations on our

investing activities. The future of these proposed rules is in doubt, particularly given the successful legal challenge to the

Private Fund Adviser Rules and new administration.

Moreover, we 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, and which have included review of historical practices

that were previously examined. Such investigations previously have and may in the future result in penalties and other

sanctions. SEC actions and initiatives can have an adverse effect on our financial results, including as a result of the imposition

of a sanction, a limitation on our or our personnel’s activities, or changing our historic practices. Even if an investigation or

proceeding did not result in a sanction, or the sanction imposed against us or our personnel by a regulator were small in

monetary amount, the adverse publicity relating to the investigation, proceeding, or imposition of these sanctions could harm

our reputation and cause us to lose existing clients or fail to gain new clients.

Certain states and other regulatory authorities have required investment managers to register as lobbyists, and we have

registered as such in a number of jurisdictions. Other states or municipalities may consider similar legislation or adopt

regulations or procedures with similar effect. These registration requirements impose significant compliance obligations on

registered lobbyists and their employers, which may include annual registration fees, periodic disclosure reports, and internal

recordkeeping.

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.

The Dodd-Frank Act added section 13 to the BHC Act, commonly referred to as the “Volcker Rule,” which (together with its

implementing regulations), among other things, generally prohibits, subject to certain exceptions, any “banking

entity” (generally defined as (i) any insured depository institution, subject to certain exceptions including for a depository

institution that (together with every company that controls it) has $10 billion or less in total consolidated assets and trading

assets and liabilities that are less than 5% of total consolidated assets, (ii) any company that controls such an institution, (iii) a

non-U.S. bank that is treated as a bank holding company for purposes of U.S. banking law, and (iv) 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 solely 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 addition, the Dodd-Frank Act 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 also 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.

Our investment adviser affiliates and subsidiaries are required to comply with a variety of periodic reporting and

compliance-related obligations under applicable federal and state securities laws (including, without limitation, the obligation of

such investment adviser and other affiliates to make regulatory filings with respect to the funds and their activities under the

Advisers Act (including, without limitation, Form ADV or Form PF)). Relatedly, we may be required to provide certain

information regarding some of the investors in our funds to regulatory agencies and bodies to comply with applicable laws and

regulations, including the U.S. Foreign Corrupt Practices Act, as amended (“FCPA”) and Freedom of Information Act. In light

of the heightened regulatory environment in which we operate and the ever-increasing regulations applicable to private

investment funds and their investment advisors, it has become increasingly expensive and time-consuming for us and the funds

to comply with such regulatory reporting and compliance-related obligations. For example, Form PF requires our investment

advisers report financial and other information regarding the funds and their investment and, in May 2023 and February 2024,

the SEC adopted amendments to Form PF that represent a significant expansion of existing reporting obligations that are

expected to increase the scope and frequency of reporting in connection with the funds and their activities. In addition, 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. Similarly, Rule 206(4)-1 under the Advisers Act, which became fully effective in late 2022, modified the

advertising rules that SEC-registered investment advisers are subject to, and among other things, enhanced certain disclosure

and substantiation requirements.

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, including under the Advisers Act in relation to the

safeguarding of client assets, cybersecurity risk governance, the outsourcing of certain functions to service providers, changes

to the SEC’s privacy rule (which were adopted in May 2024 and will be effective as of December 2025), and the use of

predictive data such as through the use of AI technologies and associated conflicts of interest. 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.” It is unclear whether the SEC will

continue to pursue these rulemakings following the appointment of a new SEC chairperson, and the SEC’s regulatory priorities

under new leadership and under the new administration remain uncertain.

The SEC has proposed numerous, and adopted certain, new and amended rules that would apply to market participants

that Carlyle regularly interacts with, including with respect to broker-dealers’ execution of trades and clearance and settlement

of trades. These rules could affect Carlyle’s business by making it more costly financially or otherwise burdensome for Carlyle

to engage in certain business transactions. The SEC also has 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 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.

In August 2024, FinCEN issued a final rule that requires certain investment advisers, including registered investment

adviser, to, among other measures, adopt an anti-money laundering and countering the financing of terrorism (“AML/CFT”)

program and file certain reports, such as suspicious activity reports, with FinCEN and to maintain additional records related to

such activities. The SEC has been delegated responsibility for examining investment advisers’ compliance with these

requirements. The rule, which is set to go into effect in January 2026, will likely impose additional regulatory obligations

related to AML/CFT on us.

As part of a sweep investigation of financial services and investment advisory firms, in October 2022, the Company

received from the SEC a request for information related to the preservation of certain types of electronic business

communications (e.g., text messages and messages on WhatsApp, WeChat, and similar applications) as part of the Company’s

books and records. On January 13, 2025, the SEC announced a settlement with several of the firms that were part of the sweep

investigation, including the Company. Under the settlement, the Company paid a civil penalty of $8.5 million and agreed to

implement certain limited remedial measures, for failure to maintain and preserve such electronic communications in its books

and records under the Advisers Act. See “Risks Related to Regulation and Litigation—Extensive regulation of our business

affects our activities and creates the potential for significant liabilities and penalties, and could result in additional burdens on

our business.”

Various federal, state and local agencies have in the past and may in the future focus on the role of placement agents,

finders, and other similar service providers in the context of investment by public pension plans and other similar entities,

including investigations and requests for information and, in connection therewith, new and/or proposed rules and regulations in

this arena may increase the possibility that our investment advisers and their affiliates may be exposed to claims and/or actions

that could require an investor to withdraw from a fund. In addition, our investment advisers are subject to 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. Our broker-dealer entities are

subject to similar regulations promulgated by FINRA. Any failure on our part to comply with these rules (or similar state or

other rules adopted now or in the future) could expose us to significant penalties, loss of fees, and reputational damage.

There has been growing regulatory interest, particularly in the U.S., UK, and EU (which may be looked to as models

in growth markets), in improving transparency around how asset managers and issuers define and measure ESG performance,

in order to allow investors to validate and better understand sustainability claims. We, our affiliates, our funds, and their

portfolio companies may be subject to disclosure laws and regulations related to a range of sustainability matters, including, but

not limited to, greenhouse gas emissions; climate change risks; and human rights matters. Impacts may include those connected

with an entity’s own operations and upstream and downstream value chain, including through its products and services, as well

as through its business relationships (the “Sustainability Disclosure Laws”). Compliance with the Sustainability Disclosure

Laws may require the implementation of or changes to systems and procedures for the collection and processing of relevant

data and related internal and external controls, changes to management and/or operational obligations, and dedication of

substantial time and financial resources. The compliance burden and related costs may increase over time. Failure to comply

with applicable Sustainability Disclosure Laws may lead to investigations and audits, fines, other enforcement action or

liabilities, or reputational damage. For example, the SEC established a Climate and ESG Enforcement Task Force in March

2021 and has brought enforcement actions against a few investment advisers alleging inadequate disclosures and policies and

procedures related to ESG; and while there is still uncertainty as to the SEC’s focus over the next few years, enforcement

activity in this area may continue in the future. At the same time, regulators and other stakeholders have increasingly expressed

or pursued opposing views, legislation, and investment expectations with respect to sustainability and diversity, equity, and

inclusion initiatives, including the enactment or proposal of “anti-ESG” and “anti-DEI” legislation or policies. If our practices

do not meet evolving stakeholders’ expectations and standards, or if we are unable to satisfy all stakeholders, our reputation,

ability to attract or retain employees, financial condition, results of operations, and cash flows could be negatively impacted.

We, together with our affiliates, funds, and their portfolio companies, could become subject to additional regulation and/or risk

of regulatory scrutiny in the future, and we cannot guarantee that our current approach will meet future regulatory requirements,

reporting frameworks, or best practices, increasing the risk of related enforcement. Compliance with new requirements also

may lead to increased management burdens and costs for us.

The current regulatory environment in the United States may be impacted by future legislative developments.

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. On January 20, 2025, Donald J. Trump and JD Vance

became President and Vice President of the United States, respectively. The nature, timing, and economic effects of potential

future changes to the current legal and regulatory framework affecting financial institutions under the Trump administration is

highly uncertain. None of Carlyle or its affiliates can predict the ultimate impact of the foregoing on us, our business and

investments, or the private equity industry generally, and any prolonged uncertainty could also have an adverse impact on our

business and funds. Future changes may adversely affect our operating environment and therefore our business, operating costs,

financial condition and results of operations. In addition, an extended federal government shutdown resulting from failing to

pass budget appropriations, adopt continuing funding resolutions, or raise the debt ceiling, and other budgetary decisions

limiting or delaying deferral government spending, may negatively impact U.S. or global economic conditions, including

corporate and consumer spending, and liquidity of capital markets.

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. We

also 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. Moreover, existing rules and future rule

changes could increase our risk of exposure to additional regulatory scrutiny, litigation, censure, and penalties for

noncompliance or perceived noncompliance, which in turn would be expected to adversely (potentially materially) affect us and

our reputation and to negatively impact our ability to conduct business. This, in turn, may increase the need for broader

insurance coverage by fund managers, including us.

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 composed 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 final

regulations to implement these standards for U.S. banking organizations; however, the future of such adoptions is in doubt with

the new administration.

Any continued 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

also may 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.

In April 2024, AIFMD II was adopted and published in the Official Journal, which means that AIFMD II will apply

from April 2026 onward, subject to 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, particularly with regard to our funds that engage in loan origination,

delegation of certain AIFM duties to third-countries that may affect both operating models of CIM Europe and AlpInvest, any

extension of the directive to third country firms, and a push towards harmonization of the Collective Investment in Transferable

Securities (“UCITS”) and AIFMD frameworks. AIFMD II has the potential to limit market access for our non-EU funds.

Moreover, 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.

CBDF Directive and CBDF Regulation. In August 2021, two main legislative instruments, Directive (EU) 2019/1160

(the “CBDF Directive”) and Regulation (EU) 2019/1156 (the “CBDF Regulation”), came into effect. The CBDF Regulation

and CBDF Directive lay out, among other things, general principles to be adhered to by fund managers when drafting pre-

marketing and marketing communications. The legislative instruments also harmonize the pre-marketing requirements across

the EEA by requiring EU AIFMs to notify their local regulator of their intention to pre-market in certain EEA jurisdictions

within two weeks of pre-marketing having begun. These directives and regulations apply to CIM Europe and AlpInvest.

Solvency II. The European solvency framework and prudential regime for insurers and reinsurers, under the Solvency

II Directive 2009/138/EC (“Solvency II”), took effect in full on January 1, 2016. Solvency II is a regulatory regime that

imposes economic risk-based solvency requirements across all EU member states and consists of three pillars: Pillar I,

quantitative capital requirements, based on a valuation of the entire balance sheet; Pillar II, qualitative regulatory review, which

includes governance, internal controls, enterprise risk management, and supervisory review process; and Pillar III, market

discipline, which is accomplished through reporting of the insurer’s financial condition to regulators and the public. Solvency II

is supplemented by European Commission Delegated Regulation (E.U.) 2015/35 (the “Delegated Regulation”), other European

Commission “delegated acts” and binding technical standards, and guidelines issued by the European Insurance and

Occupational Pensions Authority. The Delegated Regulation sets out detailed requirements for individual insurance and

reinsurance undertakings, as well as for groups, based on the overarching provisions of Solvency II, which together make up the

core of the single prudential rulebook for insurance and reinsurance undertakings in the European Union.

Solvency II sets out stronger capital adequacy and risk management requirements for European insurers and reinsurers

and, in particular, dictates how much capital such firms must hold against their liabilities and introduces a risk-based

assessment of those liabilities. In addition, Solvency II imposes, among other things, substantially greater quantitative and

qualitative capital requirements for insurers and reinsurers as well as other supervisory and disclosure requirements. While we

are not subject to Solvency II, many of our European insurer or reinsurer fund investors are subject to this directive, as applied

under applicable domestic law. Solvency II also may impact insurers’ and reinsurers’ investment decisions and their asset

allocations. Moreover, insurers and reinsurers will be subject to more onerous data collation and reporting requirements. As a

result, there is potential for Solvency II to have an adverse indirect effect on our businesses by, among other things, restricting

the ability of European insurers and reinsurers to invest in our funds and imposing on us extensive disclosure and reporting

obligations for those insurers and reinsurers that do invest in our funds. A broad review of Solvency II was carried out by the

European Commission in 2020 (the “Solvency II 2020 review”), with input from the European Insurance and Occupational

Pensions Authority (“EIOPA”). This included a related public consultation launched by the European Commission in July

2020. On December 17, 2020, EIOPA submitted its opinion on the Solvency II 2020 review to the European Commission. The

Solvency II 2020 review is expected to result in amendments to various aspects of Solvency II, although the extent of such

amendments is currently unknown. Following this, on September 22, 2021, the European Commission published proposed

legislation to amend the Solvency II Directive. The proposals are subject to the EU ordinary legislative process and are still

being considered by the European Parliament and the European Council, with the implementation date of the revised Solvency

II Directive currently unknown. It is unclear at this stage the extent to which the proposed amendments to Solvency II will have

an indirect effect on our businesses.

Post-Brexit, Solvency II was onshored in the UK. In November 2022, His Majesty’s Treasury (“HM Treasury”) issued

its response to its consultation on a review of Solvency II, outlining the areas of reform that would be delivered through

changes to the UK Prudential Regulation Authority’s (“PRA”) rules and legislation. Two consultation papers have since

followed, the first published on June 29, 2023, and the second on September 28, 2023. The first consultation paper focused on

simplifying the existing framework with the intent of reducing the administrative and reporting requirements (and in turn, costs)

for UK insurance firms. The second consultation paper included proposals to reform insurers’ matching adjustment mechanism,

with the intention of widening the categories of assets that insurers can hold in their portfolios. It is unclear at this stage the

extent to which the proposed amendments to the UK’s version of Solvency II will come into effect or have an indirect impact

on our businesses.

MiFID II. The recast Markets in Financial Instruments Directive and Markets in Financial Instruments Regulation

(collectively referred to as “MiFID II”) came into effect on January 3, 2018. Although the UK has now withdrawn from the EU,

its rules implementing the recast Markets in Financial Instruments Directive continue to have effect and the Markets in

Financial Instruments Regulation has been onshored into UK law (subject to certain amendments to ensure it operates properly

in a UK-specific context) in connection with such withdrawal. MiFID II amended the then-existing MiFID regime and, among

other requirements, introduced new organizational and conduct of business requirements for investment firms in the EEA.

Certain requirements of MiFID II also apply to AIFMs with a MiFID “top-up” permission, such as AlpInvest.

MiFID II extended MiFID requirements in a number of areas such as the receipt and payment of inducements

(including investment research), suitability and appropriateness assessments, conflicts of interest, record-keeping, costs and

charges disclosures, best execution, product design and governance, and transaction and trade reporting. Under MiFID II,

national competent authorities also are required to establish position limits in relation to the maximum size of positions that a

relevant person can hold in certain commodity derivatives. The limits apply to contracts traded on trading venues and their

economically equivalent OTC contracts. The position limits established, as amended from time to time, and our ability to rely

on any exemption thereunder may affect the size and types of investments we may make. 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 that would have a detrimental impact on our business. Certain aspects of MIFID II and Markets in

Financial Instruments Regulations (“MiFIR”) are subject to review and change in both the EU and the UK.

Swiss Marketing Regulations. The Swiss Financial Services Act (FinSA) and the Financial Institution Act (FinIA)

came into force on January 1, 2020, with a transition period that ended on December 31, 2021. FinSA seeks to protect clients of

financial service providers and to establish comparable conditions for the provision of financial services by financial service

providers (FSP), and thus contributes to enhancing the reputation and competitiveness of Switzerland’s financial center. FinIA

introduces coordinated supervision for the various categories of financial institutions: portfolio managers, trustees, managers of

collective assets, fund management companies, and securities firms. The Swiss regulations have an impact on the offering and

marketing foreign investment fund shares into Switzerland on a cross-border basis and creates new requirements for financial

service providers.

Anti-Money Laundering. During 2020, two new EU Anti-Money Laundering (AML) Directives came into force: the

fifth AML EU Directive (AMLD5) and the sixth AML EU Directive (AMLD6). AMLD5 was implemented into UK law on

January 10, 2020. The changes under AMLD5 include new more stringent customer due diligence measures and requirements

to report discrepancies between information held and the Companies House register and to conduct risk assessments prior to the

launch or use of new products and business practices. AMLD5 has added complexity to our internal processes and any

perceived shortcomings in our adoption of AMLD5 could create reputational risks to our business. AMLD6 harmonizes the

definition of money laundering across the EU, expands the number of offenses that fall under the definition of money

laundering and extends criminal liability to include punishments for legal persons, including partnership entities. On July 20,

2021, the European Commission presented an ambitious package of legislative proposals to strengthen the EU’s anti-money

laundering and countering the financing of terrorism (AML/CFT) rules, including the creation of a new pan-EU supervisory

authority to combat money laundering. The UK government opted out of AMLD6. However, the HM Treasury launched a

consultation on reforming the UK’s AML/CFT regime in June 2023 and is expected to propose some amendments to the

existing regime.

Securitization Regulation. Regulation (EU) 2017/2402 (the “Securitization Regulation”) is a framework for European

securitizations, which came into effect on January 1, 2019. There is a risk that a non-EU AIFM that markets funds in the EU

that invest in securitization positions could be within scope of certain requirements under the Securitization Regulation. To the

extent a non-EU AIFM is within the scope of the Securitization Regulation, it could only hold a securitization exposure where

the originator, sponsor, or original lender retains 5% of the securitization. If our non-EU AIFMs fall within the scope of the

Securitization Regulation, it could affect the asset values of certain of our funds, force divestment of certain assets at depressed

prices, and increase the operating cost of our CLOs. The UK has adopted the Securitization Regulation notwithstanding Brexit.

However, the UK intends to repeal its current implementation and diverge from the EU’s Securitization Regulation. It has

published draft legislation (the “Securitisation Regulations 2023”) as part of a policy statement identifying several areas for

revision in the United Kingdom. The Securitisation Regulations 2023 are still under review and so the final rules remain

unclear, and we continue to monitor industry practice and its implementation.

ESG and Sustainable Finance Regulation. New regulatory initiatives related to ESG and sustainable finance that are or

will be applicable to us, our funds, and their portfolio companies could adversely affect our business. In 2018, the European

Commission adopted an “action plan on financing sustainable growth” (the “Action Plan”). The Action Plan is, among other

things, designed to define and reorient investment towards more sustainable economic activities. The Action Plan contemplates,

among other things, creating an EU green bond standard and establishing EU labels for green financial products, clarifying

asset managers’ and institutional investors’ duties regarding sustainability in their investment decision-making processes,

increasing disclosure requirements in the financial services sector around sustainability, increasing the transparency of

companies on their ESG policies and related processes and management systems, and introducing a “green supporting factor” in

the EU prudential rules for banks and insurance companies to incorporate climate risks and other environmental factors into

banks’ and insurance companies’ risk management policies.

On June 22, 2020, the Official Journal of the European Union published a classification system that establishes a list of

environmentally sustainable economic activities and sets out four overarching conditions that an economic activity has to meet

in order to qualify as environmentally sustainable (Regulation (EU) 2020/852 of the European Parliament and of the Council of

18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU)

2019/2088, “Taxonomy Regulation”). The Taxonomy Regulation, among other things, introduced mandatory disclosure and

reporting requirements and supplements the framework set out in the Sustainable Financial Disclosure Regulation (Regulation

(EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability‐related disclosures in

the financial services sector, “SFDR”), which requires certain disclosures in relation to whether and, if so, how sustainability

risks and negative impacts on environmental and social factors are taken into account in the investment process and the likely

impacts of sustainability risks on the returns of the financial products. Financial products that have as their objective

“sustainable investment” or that promote binding environmental or social characteristics are required to disclose that objective

or those characteristics in pre-contractual disclosures required pursuant to the AIFMD and report on an ongoing basis their

performance in achieving that objective or those characteristics in periodic reports produced pursuant to the AIFMD. In

addition, if a financial product does not promote environmental or social characteristics or does not have as its objective

“sustainable investment,” the information to be disclosed in accordance with applicable sectoral legislation must also be

followed by a statement indicating that the financial product does not take into account EU criteria for environmentally

sustainable economic activities. The disclosure requirements in the SFDR are supplemented by Commission Delegated

Regulation (EU) 2022/1288 of 6 April 2022, which requires enhanced disclosures in pre-contractual documents, on websites

and in periodic reports. The European Supervisory Authorities published a proposal on December 4, 2023, which amends

certain of the disclosure requirements under SFDR.

In September 2023, the European Commission launched a consultation on SFDR in the form of a questionnaire, the

product of which, including the amended rules, are commonly referred to as “SFDR II.” Compliance with any new

requirements under SFDR II may lead to increased management burdens and costs, and we cannot guarantee that our current

approach to compliance will meet future regulatory requirements, reporting frameworks, or best practices, which could increase

the risk of related enforcement actions.

Commission Delegated Regulation (EU) 2021/1255 amends Delegated Regulation (EU) 231/2013 to require that

sustainability risks are integrated into the investment decision-making, risk management, and compliance functions and

processes of EU AIFMs. These requirements became effective and have applied to us since August 2022. Commission

Delegated Regulation (EU) 2021/1253, amending Regulation (EU) 2017/565, requires, among other things, certain firms to

carry out a mandatory assessment of the sustainability preferences of clients, integrate sustainability into risk management

policies, and consider sustainability factors in the product approval and governance process, which also became effective and

have applied to us since August 2022.

There is a risk that a significant reorientation in the market following the implementation of these sustainable finance

regulations and further measures could be adverse to our portfolio companies if they are perceived to be less valuable as a

consequence of, among other things, their carbon footprint or allegations or evidence of “greenwashing.” There also is a risk

that market expectations in relation to the SFDR categorization of financial products could adversely affect our ability to raise

In this respect, sustainable finance initiatives continue to evolve rapidly, and it is not possible at this stage to fully

assess how our business will be affected with certainty. We are monitoring developments in relation to EU sustainable finance

as well as corporate sustainability reporting and proposals for laws requiring due diligence of supply chains. Guidance from EU

policymakers and financial supervisors changes frequently. We, our funds, and their portfolio companies are subject to a risk

that similar measures might be introduced in other jurisdictions in which we or they currently have investments or plan to invest

in the future.

Moreover, on January 5, 2023, the Corporate Sustainability Reporting Directive (“CSRD”) came into force. Broadly,

CSRD amends and strengthens the rules introduced on sustainability reporting for companies, banks, and insurance companies

under the Non-Financial Reporting Directive (2014/95/EU) (“NFRD”). CSRD will require a much broader range of companies

to produce detailed and prescriptive reports on sustainability-related matters within their financial statements, including large

EU companies (including EU subsidiaries of non-EU parent companies), EU and non-EU-companies (including small and

midsize enterprises) with listed securities on EU-regulated markets (except micro-undertakings), and non-EU companies with

significant turnover and a legal presence on EU markets.

The reporting requirements are phased in from 2024, with the first reports including audited information on

sustainability-related matters being published in 2025 to cover the 2024 fiscal year. There still is uncertainty around the specific

requirements of CSRD reporting as the sector-specific reporting standards under CSRD are still due to be published within

delegated acts and only the draft standards are currently available. There can be no assurance that adverse developments with

respect to such risks will not adversely affect assets held by our funds in certain countries or the returns from these assets.

The FCA introduced a regulatory framework that focused on implementing the recommendations of the Financial

Stability Board Taskforce on Climate-related Financial Disclosures (“TCFD”), in particular, by introducing mandatory TCFD-

aligned disclosure requirements for certain FCA authorized firms. These rules are set out in the ESG Sourcebook in the

Business Standards section of the FCA Handbook of Rules and Guidance (“ESG Sourcebook”). The rules capture certain asset

managers including, so far as relevant, certain private fund advisors such as CECP and investment portfolio managers such as

CELF, as well as insurers and FCA-regulated pension providers. There is a phased approach to the implementation of these

rules. For the largest in-scope firms (those with over £50 billion in AUM calculated as a 3-year rolling average), the rules

applied beginning January 1, 2022, with the first public disclosures made by June 30, 2023. For those below this threshold but

above £5 billion in AUM (calculated as a 3-year rolling average), the rules applied beginning January 1, 2023, with disclosures

made by June 30, 2024.

On November 28, 2023, the UK FCA published rules and guidance for sustainability disclosure requirements (“SDR”)

and sustainability labels for investment products (“PS23/16”), which specifies, among other requirements, an anti-greenwashing

rule and sustainability-related disclosure requirements in respect of certain financial products and firms. The new rules have

been added to the ESG Sourcebook and focus on UK managers and UK-managed funds and do not cover overseas managers or

products marketed in the UK. However, the FCA has indicated that it intends to undertake a further consultation on expanding

the scope of these requirements potentially to cover portfolio managers (particularly discretionary wealth management services,

although the scope of the extension is unclear and could be much broader), overseas products, and pension products, which

could capture more substantively our UK advisors and non-UK entities in future. The only rule under SDR that applies to all

FCA-regulated firms is the new anti-greenwashing rule, which applies when communicating with or approving financial

promotions directed at UK clients from May 31, 2024. This regime diverges from other international sustainability-related

disclosure regimes, including the EU SFDR and the SEC proposals. We are monitoring these developments, particularly how

they may impact our businesses. Additional regulatory costs may be incurred if following an extension, SDR materially applies

to our UK authorized entities and/or funds in future. Such new rules may also have an impact on our fund investment strategies

and financial returns, as a result.

Compliance with sustainable finance frameworks of this nature, including the Taxonomy Regulation, the SFDR, and

CSRD, has and will continue to create an additional compliance burden and increased legal, compliance, governance, reporting,

and other costs to us, our funds, and their portfolio companies because of the need to collect certain information to meet the

disclosure requirements, the need to update or develop new policies and processes to meet regulatory requirements and

associated ESG commitments, claims, and initiatives, and changes to the manner in which we, our funds, or their portfolio

companies conduct business. In addition, where there are uncertainties regarding the operation of sustainable finance

frameworks, a lack of official, conflicting, or inconsistent regulatory guidance, a lack of established market practice, and/or data

gaps or methodological challenges affecting the ability to collect relevant data us and our portfolio companies may be required

to engage third party advisors and/or service providers to fulfill the requirements, thereby exacerbating any increase in

compliance burden and costs.

Appointed Representative Arrangements. Appointed representative arrangements are an area of increased regulatory

focus in the United Kingdom. The FCA has reemphasized the need for principals to take effective responsibility for, and have

appropriate systems in place to adequately supervise, their appointed representatives. CECP is a principal firm that bears

responsibility for CIC. On December 8, 2022, the FCA updated the rules on appointed representatives, which include more

extensive obligations on principal firms, and we have updated our policies and procedures to take account of the amended rules

to ensure CIC and CECP remain compliant.

Leveraged Transactions. In May 2017, the European Central Bank (“ECB”) issued guidance on leveraged

transactions, which applies to significant credit institutions supervised by the ECB in member states of the Eurozone. Under the

guidance, credit institutions should have in place internal policies that include a definition of “leveraged transactions.” Loans or

credit exposures to a borrower should be regarded as leveraged transactions if: (i) the borrower’s post-financing level of

leverage exceeds a total debt to EBITDA ratio of 4.0 times, or (ii) the borrower is owned by one or more “financial sponsors.”

For these purposes, a financial sponsor is an investment firm that undertakes private equity investments in and/or leveraged

buyouts of companies. Following these guidelines, credit institutions in the Eurozone could in the future limit, delay, or restrict

the availability of credit and/or increase the cost of credit for our investment funds or portfolio companies involved in leveraged

transactions. This policy area remains under close scrutiny and further guidance could be issued on short notice in the future.

CSPD. In March 2018, the European Commission published a proposal for a directive governing credit servicers,

credit purchasers, and the recovery of collateral in connection with loans (the “Credit Servicers and Purchasers Directive” or

“CSPD”). The policy aim behind the CSPD is the development of a well-functioning secondary market for non-performing

loans. The CSPD was finalized and published in the Official Journal of the European Union on December 8, 2021, and entered

into force on December 28, 2021. Member states are required to adopt and apply measures implementing the CSPD by

December 30, 2023, and entities carrying on credit servicing activities from December 30, 2023, will be required to obtain

authorization under the CSPD by June 29, 2024.

The CSPD applies to, among others, “credit servicers” and “credit purchasers” and imposes a number of new

requirements relating to licensing, conduct of business, and provision of information. The definition of “credit servicer” in the

Commission proposal is sufficiently broad that it could be construed to include asset managers. The Directive limits the scope

of the requirements for credit servicers and credit purchasers to the servicing or purchasing of credit agreements originally

issued by a credit institution established in the European Union or its subsidiaries established in the European Union. This is

subject, however, to individual member state discretion. Such member states may choose to extend the CSPD requirements to

credit agreements that are not issued by an EU credit institution. Subject to the aforementioned potential extension of scope by

individual member states, the servicing of loans originally advanced by credit funds (rather than, for example, an EU bank) will

fall outside the scope of the CSPD. Asset managers are unlikely to act as principal credit purchasers. However, they may

purchase in-scope credit agreements as agent on behalf of the funds or separately managed accounts for whom they are acting

and therefore may in practice be required to discharge the associated obligations on behalf of underlying clients. Compliance

with these rules could involve a material cost to our business.

Hong Kong Security Law. On June 30, 2020, the National People’s Congress of China passed a national security law

(the “National Security Law”), which criminalizes certain offenses including secession, subversion of the Chinese government,

terrorism, and collusion with foreign entities. The National Security Law also applies to nonpermanent residents. Although the

extra-territorial reach of the National Security Law remains unclear, there is a risk that the application of the National Security

Law to conduct outside Hong Kong by nonpermanent residents of Hong Kong could limit the activities of or negatively affect

us, our investment funds, and/or portfolio companies. The National Security Law has been condemned by the United States, the

United Kingdom, and several EU countries. The United States and other countries may take action against China, its leaders,

and leaders of Hong Kong, which may include the imposition of sanctions. Escalation of tensions resulting from the National

Security Law, including conflict between China and other countries, protests, and other government measures, as well as other

economic, social, or political unrest in the future, could adversely impact the security and stability of the region and may have a

material adverse effect on countries in which we, our investment funds, and portfolio companies or any of their respective

personnel or assets are located. In addition, any downturn in Hong Kong’s economy could adversely affect our financial

statements and our investments or could have a significant impact on the industries in which we participate, and may adversely

affect our operations, our investment funds, and portfolio companies, including the retention of investment and other key

professionals located in Hong Kong.

Chinese Regulations. In August 2014, the China Securities Regulatory Commission (the “CSRC”), the Chinese

securities regulator, promulgated the Interim Regulations on the Supervision and Administration of Private Investment Funds

(the “CSRC Regulations”). The CSRC Regulations adopt a broad definition of private investment funds, including private

equity funds. In accordance with the CSRC Regulations and other relevant PRC laws, regulations, and authorizations, the

CSRC has become the principal regulator of private equity funds in China. In December 2020, the CSRC further promulgated

Several Provisions on Strengthening the Regulation of Private Investment Funds, pursuant to which the CSRC strengthened its

regulations on private investment funds and private investment fund managers. In July 2023, the State Council of the People’s

Republic of China promulgated the first administrative regulation in the private fund (including private equity and venture

capital funds) sector in China, the Regulations on Supervision and Administration of Private Investment Funds, which took

effect in September 2023 and set out high-level principles and rules regarding major issues in the industry. CSRC has

designated the Asset Management Association of China (the “AMAC”), an industry body, with responsibility to introduce and

promote regulations toward a degree of self-regulation across private equity funds in China. In recent years, regulations,

directives, and guidelines from the AMAC have continued to regulate private investment funds incorporated in China, in

addition to the regulations and directives from the CSRC and the AMAC.

If a private equity fund wishes to accept capital contributions from a PRC governmental body or authority, that fund

also needs to subject itself (including specific conditions regarding the general partner and/or the private investment fund

manager) to the supervision of the National Development and Reform Commission (the “NDRC”). If a private equity fund

wishes to accept capital contributions from a PRC insurance company, that fund also needs to subject itself (including specific

conditions regarding the general partner and/or the private investment fund manager) to the supervision of the China Banking

and Insurance Regulatory Commission (the “CBIRC”). In accordance with the NDRC’s regulations on governmental fund of

funds’ participation in equity investment funds, and/or the CBIRC’s regulations on insurance companies, the private investment

fund is subject to requirements relating to the industry focus, investment scope, investment restrictions, risk control, and

information disclosure. The general partner and/or the private investment fund manager are also subject to additional

restrictions and qualification requirements and are required to fulfill reporting and filing obligations to the NDRC and/or the

CBIRC (in addition to any reporting or filing obligations to the CSRC, the AMAC, local financial bureaus, or others). These

regulations may have an adverse effect on us and/or ourrenminbi (RMB)-denominated investment funds by, among other

things, increasing the regulatory burden and costs of raising money for RMB-denominated investment funds if we admit

investors that are regulated by the above regulators.

Data Privacy. Many foreign countries and governmental bodies, including the European Union and other relevant

jurisdictions where Carlyle and our portfolio companies conduct business, have laws and regulations concerning the collection

and use of PII and other data obtained from their residents or by businesses operating within their jurisdiction that are more

restrictive than, and could in some cases conflict with, those in the United States. 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” for more information.

Other Similar Measures. Our investment businesses are subject to risk that similar measures might be introduced in

other countries in which our investment funds currently have investments or plan to invest in the future, or that other legislative

or regulatory measures that negatively affect their respective portfolio investments might be promulgated in any of the countries

in which they invest. The reporting related to such initiatives may divert the attention of our personnel and the management

teams of our portfolio companies. Moreover, sensitive business information relating to us or our portfolio companies could be

publicly released. See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—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” and Item 1 “Business—Regulatory and Compliance

Matters.”

Laws and regulations on foreign direct investment applicable to us and our funds’ portfolio companies, both within and

outside the United States, may make it more difficult for us to deploy capital in certain jurisdictions or to sell assets to

certain buyers.

Several jurisdictions, including the United States, have restrictions on foreign direct investment pursuant to which their

respective heads of state and/or regulatory bodies have the authority to block or impose conditions with respect to certain

transactions, such as investments, acquisitions, and divestitures, if such transaction threatens to impair national security. In

addition, many jurisdictions restrict foreign investment in assets important to national security by taking steps including, but not

limited to, placing limitations on foreign equity investment, implementing investment screening or approval mechanisms, and

restricting the employment of foreigners as key personnel. These U.S. and foreign laws could limit our funds’ ability to invest

in certain businesses or entities or impose burdensome notification requirements, operational restrictions, or delays in pursuing

and consummating transactions. For example, CFIUS has the authority to review transactions that could result in potential

control of, or certain types of non-controlling investments in, a U.S. business or U.S. real estate by a foreign person. In recent

years, legislation has expanded the scope of CFIUS’ jurisdiction to cover more types of transactions and empower CFIUS to

scrutinize more closely investments in certain transactions. CFIUS may recommend that the President block, unwind, or impose

conditions or terms on such transactions, certain of which may adversely affect the ability of the fund to execute on its

investment strategy with respect to such transaction as well as limit our flexibility in structuring or financing certain

transactions. In addition, CFIUS or any non-U.S. equivalents thereof may seek to impose limitations on one or more such

investments that may prevent us from maintaining or pursuing investment opportunities that we otherwise would have

maintained or pursued, which could make it more difficult for us to deploy capital in certain of our funds.

In August 2023, then-President Biden signed an Executive Order establishing an outbound investment screening

regime intended to regulate or prohibit certain investments by U.S. persons in advanced technology sectors in China and other

jurisdictions that may be designated as a “country of concern.” Pursuant to this regime, on October 28, 2024, the U.S.

Department of the Treasury issued final regulations of the Outbound Investment Security Program, which became effective on

January 2, 2025. The final regulations require notification of (and, in some instances, prohibit) investments by U.S. persons and

U.S.-controlled entities where such investment could provide capital or intangible benefits (e.g., reputational benefits,

managerial assistance, or access to talent networks) and support the development of advanced technologies in, or by persons

associated with, “countries of concern” in the areas of: (i) semiconductors and integrated circuits, (ii) quantum computing,

networking, and communications, and (iii) artificial intelligence. At present, the only “country of concern” is the People’s

Republic of China, including Hong Kong and Macau. In addition, state regulatory agencies may impose restrictions on private

funds’ investments in certain types of assets, which could affect our funds’ ability to find attractive and diversified investments

and to complete such investments in a timely manner.

Our investments outside of the United States also may face delays, limitations, or restrictions as a result of

notifications made under and/or compliance with these legal regimes and rapidly changing agency practices. Other countries

continue to establish and/or strengthen their own national security investment clearance regimes, which could have a

corresponding effect of limiting our ability to make investments in such countries. Heightened scrutiny of foreign direct

investment worldwide also may make it more difficult for us to identify suitable buyers for investments upon exit and may

constrain the universe of exit opportunities for an investment in a portfolio company. As a result of such regimes, we may incur

significant delays and costs, be altogether prohibited from making a particular investment, or impede or restrict syndication or

sale of certain assets to certain buyers, all of which could adversely affect the performance of our funds and, in turn, materially

reduce our revenues and cash flow. Complying with these laws imposes potentially significant costs and complex additional

burdens, and any failure by us or our funds’ portfolio companies to comply with them could expose us to significant penalties,

sanctions, loss of future investment opportunities, additional regulatory scrutiny, and reputational harm.

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

and other risks.

We, our funds, and their portfolio companies face increasing public scrutiny related to sustainability and ESG

activitiesas well as ESG policies, processes, and/or performance, including from fund investors, stockholders, regulators, and

other stakeholders. We and they risk damage to our brand and reputation, if we or they fail or are perceived to have failed to act

responsibly in several areas, such as environmental stewardship, support for local communities, corporate governance and

transparency, and considering ESG factors in our investment processes. In addition, different stakeholder groups have divergent

views on sustainability and ESG-related matters, including in the countries in which we operate and invest, as well as states and

localities where we serve public sector clients. This divergence increases the risk that any action or lack thereof with respect to

ESG matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business. If we

do not successfully manage various sustainability and ESG-related expectations across the varied interests of our stakeholders,

it could erode stakeholder trust, impact our reputation, and constrain our investment opportunities. Adverse incidents with

respect to sustainability and ESG-related activitiesor policies, processes, and/or performance, including any statements

regarding the investment strategies of our funds or our funds’ ESG efforts or initiatives that are or are perceived to be

inaccurate or misleading, could impact the value of our brand, or the brands of our funds or their portfolio companies, the cost

of our or their operations, and relationships with investors, all of which could adversely affect our business and results of

operations. In particular, there has been significant negative publicity and investor and regulatory focus on the phenomenon of

“greenwashing” (i.e., making inaccurate or misleading statements regarding the sustainability or ESG-related characteristics of

a product, business, or business practice). We could suffer significant reputational damage and regulatory scrutiny if we are

subject to “greenwashing” accusations, including with respect to statements regarding the investment strategies of our funds or

the ESG or sustainability efforts and initiatives by us, our funds, and our portfolio companies. Such accusations also could

result in litigation and adversely impact our ability to raise capital and attract new investors.

Although we consider application of our sustainability strategy to be an opportunity to enhance or protect the

performance of our investments over the long-term, we cannot guarantee that our sustainability strategy, which depends in part

on qualitative judgments, will positively impact the financial or ESG performance of any individual investment or our funds as

a whole. Similarly, to the extent we engage or a third-party sustainability advisor engages with portfolio companies on material

ESG-related practices and potential enhancements thereto, there is no guarantee that such engagements will improve the long-

term value of the investment. Successful engagement efforts on the part of us or a third-party sustainability or ESG advisor will

depend on our or any such third-party advisor’s ability to identify and analyze material sustainability or ESG-related and other

factors and their value, and there can be no assurance that the strategy or techniques employed will be successful. In addition,

our sustainability strategy, including the associated procedures and practices, is expected to change over time.

We and many of our portfolio companies undertake voluntary reporting on various sustainability matters, including,

for example, GHG emissions, supply chain practices, and human capital management. The standards for tracking and reporting

on sustainability matters are relatively new, have not been harmonized, and continue to evolve and we may fail to successfully

implement or comply with these rapidly developing sustainability standards and requirements. Moreover, in conducting ESG

reporting, we may seek to align with particular disclosure frameworks and/or reporting standards, which are evolving. Our

selection of disclosure frameworks and reporting standards may change from time to time and may result in a lack of consistent

or meaningful comparative data from period to period, as well as significant revisions to ESG goals, initiatives, commitments,

or objectives or reported progress in achieving the same. Due to the lack of a single, comprehensive sustainability strategy that

is utilized across all asset managers, we and our portfolio companies may utilize a combination of frameworks or develop

proprietary frameworks where necessary and relevant. In addition, we and our portfolio companies’ selection of reporting

frameworks or standards, and other methodological choices, such as the use of certain performance metrics, levels of

quantification, value chain reporting, or materiality standards, may vary over time and may not always align with evolving

investor and activist expectations or market practices. We and our portfolio companies may suffer reputational damage if our or

their ESG disclosure is viewed as falling short of best practices, or if such reporting indicates ESG performance that does not

meet investor, activist, employee, customer, or other stakeholder expectations. With respect to both voluntary and mandated

ESG disclosures, we and our portfolio companies may not successfully implement measurement processes and disclosure

controls and procedures that meet evolving investor, activist, or regulatory expectations. In addition, enhancements to such

processes and controls may be costly and give rise to significant administrative burdens. For example, collecting, measuring,

and reporting sustainability or ESG-related information and metrics can be costly, difficult, and time consuming, is subject to

evolving reporting standards, and can present numerous operational, reputational, financial, legal, and other risks. If we or our

portfolio companies do not successfully implement controls related to reporting sustainability or ESG-related information, this

could result in legal liability and reputational damage, which could impact our ability to attract and retain investors and

employees.

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

our reputation as a result of allegations of improper conduct and negative publicity.

From time to time we, our funds, and our funds’ portfolio companies have been and may be subject to litigation,

including securities class action lawsuits by stockholders, as well as class action lawsuits that challenge our acquisition

transactions and/or attempt to enjoin them. For a discussion of certain legal proceedings to which we are a party, see Note 8,

Commitments and Contingencies, to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-

K. Any private lawsuits or regulatory actions brought against us and resulting in a finding of substantial legal liability could

materially adversely affect our business, financial condition, or results of operations. In addition, such actions, even if resulting

in a favorable outcome to us, could result in significant reputational harm, which could seriously harm our business.

In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against

the financial services industry in general have been increasing. The investment decisions we make in our asset management

business and the activities of our investment professionals (including in connection with portfolio companies and investment

advisory activities) may subject us, our funds, and our funds’ portfolio companies to the risk of third-party litigation or

regulatory proceedings arising from investor dissatisfaction with the performance of those investment funds, alleged conflicts of

interest, the suitability or manner of distribution of our products, including to retail investors, the activities of our funds’

portfolio companies, and a variety of other claims.

In addition, to the extent investors in our investment funds suffer losses resulting from fraud, gross negligence, willful

misconduct, or other similar misconduct, investors may have remedies against us, our investment funds, our senior managing

directors, or our affiliates under the federal securities law and/or state law. While the general partners and investment advisers

to our investment funds, including their directors, officers, other employees, and affiliates, are generally indemnified to the

fullest extent permitted by law with respect to their conduct in connection with the management of the business and affairs of

our investment funds, such indemnity does not extend to actions determined to have involved fraud, gross negligence, willful

misconduct, or other similar misconduct. The activities of our capital markets services business also may subject us to the risk

of liabilities to our clients and third parties, including our clients’ stockholders, under securities or other laws in connection

with transactions in which we participate. See “Risks Related to Our Business Operations—Risks Related to the Assets We

Manage—Underwriting, syndicating, and securities placement activities expose us to risks.”

We depend to a large extent on our business relationships and our reputation for integrity and high-caliber professional

services to attract and retain investors and to pursue investment opportunities for our funds. As a result, allegations by private

actors, regulators, or employees of improper conduct by us, even if unfounded, as well as negative publicity and press

speculation about us, may harm our reputation. This could adversely impact our relationships with clients and our fundraising.

In recent years, there has been increased activity on the part of certain activist and other organized groups, with respectto

investments made by private funds. Such groups have at times contacted and otherwise sought to engage with government and

regulatory bodies and fund investors, including public pension funds, on our funds’ investments, which has led to negative

publicity that could harm our reputation. The pervasiveness of social media and public focus on the externalities of business

activities could lead to wider dissemination of adverse or inaccurate information about us, making remediation more difficult

and magnifying reputational risk.

Our affiliated subsidiaries serve as the general partners of many of our managed funds and could have liability for certain

fund obligations.

Our affiliated subsidiaries serve as a general partner of many of our funds. As such, under applicable law and the fund

partnership agreements, our subsidiaries could have liability for obligations of our funds if such funds have insufficient assets to

pay such obligations themselves, including contractual obligations, obligations to repay fund indebtedness, uninsured

contingent obligations for litigation damages awards, or taxes determined to be owed by the funds. In general, the funds

indemnify us for such obligations; but if the relevant funds’ assets have been depleted or distributed to fund investors, such

fund may be unable to pay such indemnification obligation to us, and we could suffer significant loss and expense.

Employee misconduct could harm us by impairing our ability to attract and retain clients and subjecting us to significant

legal liability and reputational harm. Fraud, deceptive practices, or other misconduct at portfolio companies or services

providers could similarly subject us to liability and reputational damage and also harm performance.

Our employees could engage in misconduct that adversely affects our business. We are subject to several obligations

and standards arising from our asset management business and our authority over the assets managed by our asset management

business. The violation of these obligations and standards by any of our employees would adversely affect our clients and us.

Our business often requires that we deal with confidential matters of great significance to companies in which we may invest. If

our employees were to improperly use or disclose confidential information, we could suffer serious harm to our reputation,

financial position, and current and future business relationships. Detecting or deterring employee misconduct is not always

possible, and the extensive precautions we take to detect and prevent this activity may not be effective in all cases. In addition, a

prolonged period of remote work, such as the one experienced during the COVID-19 pandemic, may require us to develop and

implement additional precautions in order to detect and prevent employee misconduct. Such additional precautions, which may

include the implementation of security and other restrictions, may make our systems more difficult and costly to operate and

may not be effective in preventing employee misconduct in a remote work environment. If one of our employees were to

engage in misconduct or were to be accused of such misconduct, our business and our reputation could be adversely affected.

We are subject to U.S. and foreign anti-corruption and anti-bribery laws, including the FCPA, as well as anti-money

laundering laws. The future of the FCPA, however, is uncertain given the new administration’s executive order pausing FCPA

enforcement. In recent years, the United Kingdom has significantly expanded the reach of its anti-bribery laws. While we have

policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA and other applicable laws,

such policies and procedures may not be effective in all instances to prevent violations. Any determination that we have

violated the FCPA, the UK anti-bribery laws, or other applicable anti-corruption, anti-bribery, or anti-money laundering laws

could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future

conduct, securities litigation, and a general loss of investor confidence, any one of which could adversely affect our business

prospects, financial position, or the price of our common stock.

Moreover, we also may be adversely affected if there is misconduct by personnel of our funds’ portfolio companies or

by such companies’ service providers. For example, financial fraud or other deceptive practices at our funds’ portfolio

companies, or failures by personnel at our funds’ portfolio companies to comply with anti-corruption, anti-bribery, anti-money

laundering, trade and economic sanctions, export controls, anti-harassment, anti-discrimination, or other legal and regulatory

requirements, could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement,

injunctions on future conduct and securities litigation, and also could cause significant reputational and business harm to us.

Such misconduct may undermine our due diligence efforts with respect to such portfolio companies and could negatively affect

the valuations of the investments by our funds in such portfolio companies. Losses to our funds and us also could result from

misconduct or other actions by service providers, such as administrators, consultants, or other advisors, if such service

providers improperly use or disclose confidential information, misappropriate funds, or violate legal or regulatory obligations.

In addition, we may face an increased risk of such misconduct to the extent our investment in non-U.S. markets, particularly

emerging markets, increases.

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 instituted quarantine restrictions and took

other measures to limit the spread of the virus. This resulted in labor shortages and disruption of supply chains and contributed

to prolonged disruption of the global economy. A widespread reoccurrence 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 materiality 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 also may 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 and semi-liquid investment vehicles, such a contraction could cause investors to seek liquidity in the

form of redemptions or repurchase of interests from our funds, adversely impacting management fees. Our management fees

also may 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 culture.

Remote working environments also may be less secure and more susceptible to hacking attacks, including phishing and social

engineering attempts. 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.

Certain policies and procedures implemented to mitigate potential conflicts of interest and address certain regulatory

requirements may reduce the synergies across our various businesses and inhibit our ability to maintain our collaborative

culture.

We consider our culture and the ability of our professionals to communicate and collaborate across funds, industries,

and geographies one of our significant competitive strengths. As a result of the expansion of our platform into various lines of

business in the asset management industry, our acquisition of new businesses, and the growth of our managed account business,

we are subject to a number of actual and potential conflicts of interest and subject to greater regulatory oversight than if we had

one line of business. For example, certain regulatory requirements mandate us to restrict access by certain personnel in our

funds to information about certain transactions or investments being considered or made by those funds. In addition, as we

continue to expand our platform, the allocation of investment opportunities among our investment funds is expected to become

more complex. In addressing these conflicts and regulatory requirements across our various businesses, we have and may

continue to implement certain policies and procedures, such as information barriers. As a practical matter, the establishment and

maintenance of such information barriers means that collaboration between our investment professionals across various

platforms or with respect to certain investments may be limited, reducing potential synergies that we cultivate across these

businesses. For example, although we maintain ultimate control over the Global Investment Solutions segment’s constituent

firm, AlpInvest, we have established an information barrier between the management teams at AlpInvest and the rest of Carlyle.

See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our Global Investment Solutions

business is subject to additional risks.” In addition, we may come into possession of material non-public information with

respect to issuers in which we may be considering making an investment. Consequently, we may be precluded from providing

such information or other ideas to our other businesses that could benefit from such information.

Our failure to deal appropriately with conflicts of interest in our investment business could damage our reputation and

adversely affect our businesses.

As we have expanded, and continue to expand, the number and scope of our businesses, we increasingly confront

potential conflicts of interest relating to our funds’ investment activities. In this respect, investment manager conflicts of interest

continue to be a significant area of focus for regulators and the media. Because of our size and the variety of businesses and

investment strategies that we pursue, we may face a higher degree of scrutiny compared with investment managers that are

smaller or focus on fewer asset classes. Certain of our funds may have overlapping investment objectives, including funds that

have different fee structures and/or investment strategies that are more narrowly focused. Potential conflicts may arise with

respect to allocation of investment opportunities among us, our funds, and our affiliates, including to the extent that the fund

documents do not mandate a specific investment allocation. For example, we may allocate an investment opportunity that is

appropriate for two or more investment funds in a manner that excludes one or more funds or results in a disproportionate

allocation based on factors or criteria that we determine, such as sourcing of the transaction, specific nature of the investment,

or size and type of the investment, among other factors. We also may decide to provide a co-investment opportunity to certain

investors in lieu of allocating more of that investment to our funds. In addition, the challenge of allocating investment

opportunities to certain funds may be exacerbated as we expand our business to include more lines of business, including more

public vehicles. Allocating investment opportunities appropriately frequently involves significant and subjective judgments.

The risk that fund investors or regulators could challenge allocation decisions as inconsistent with our obligations under

applicable law, governing fund agreements, or our own policies cannot be eliminated. Moreover, the perception of

noncompliance with such requirements or policies could harm our reputation with fund investors.

In addition, we may cause different funds to invest in a single portfolio company, for example, where the fund that

made an initial investment no longer has capital available to invest. We also may cause different funds that we manage to

purchase different classes of securities in the same portfolio company. For example, one of our CLO funds could acquire a debt

security issued by the same company in which one of our private equity funds owns common equity securities. A direct conflict

of interest could arise between the debt holders and the equity holders if such a company were to develop insolvency concerns,

and we would have to carefully manage that conflict. A decision to acquire material non-public information about a company

while pursuing an investment opportunity for a particular fund gives rise to a potential conflict of interest when it results in our

having to restrict the ability of other funds to take any action with respect to that company. Our affiliates or portfolio companies

may be service providers or counterparties to our funds or portfolio companies and receive fees or other compensation for

services that are not shared with our fund investors. In such instances, we may be incentivized to cause our funds or portfolio

companies to purchase such services from our affiliates or portfolio companies rather than an unaffiliated service provider even

though a third-party service provider could potentially provide higher quality services or offer them at a lower cost. In addition,

conflicts of interest may exist in the valuation of our investments, as well as the personal trading of employees and the

allocation of fees and expenses among us, our funds and their portfolio companies, and our affiliates. Moreover, in certain,

infrequent instances we may purchase an investment alongside one of our investment funds or sell an investment to one of our

investment funds and conflicts may arise in respect of the allocation, pricing, and timing of such investments and the ultimate

disposition of such investments. A failure to appropriately deal with these conflicts, among others, could negatively impact our

reputation and ability to raise additional funds or result in potential litigation or regulatory action against us. Any steps taken by

the SEC to preclude or limit certain conflicts of interest would make it more difficult for our funds to pursue transactions that

may otherwise be attractive to the fund and its investors, which may adversely impact fund performance.

Risks Related to Our Business Operations

Risks Related to the Assets We Manage

The asset management business is intensely competitive.

The asset management business is intensely competitive, with competition based on a variety of factors, including

investment performance, business relationships, quality of service provided to clients, investor availability of capital and

willingness to invest, fund terms (including fees and liquidity terms), brand recognition, types of products offered,

consideration of ESG issues, and business reputation. Our investment business, as well as our investment funds, competes with

a number of private funds, specialized investment funds, funds structured for individual investors, hedge funds, funds of hedge

funds, and other sponsors managing pools of capital, as well as corporate buyers, traditional asset managers, commercial banks,

investment banks, and other financial institutions (including sovereign wealth funds), andwe expect that competition will

continue to increase. For example, certain traditional asset managers have developed their own private equity and retail

platforms and are marketing other asset allocation strategies as alternatives to fund investments. In addition, developments in

financial technology, or fintech, such as distributed ledger technology, or blockchain, have the potential to disrupt the financial

industry and change the way financial institutions, as well as asset managers, do business. A number of factors serve to increase

our competitive risks:

•a number of our competitors in some of our businesses have greater financial, fundraising, technical, research,

marketing, and other resources and more personnel than we do;

•fund investors may reduce their investments in our funds or decrease their allocations in new funds based on a

variety of factors, such as the occurrence of an economic downturn, their available capital, regulatory

requirements, a desire to consolidate their relationships with investment firms, or other considerations;

•several of our competitors have significant amounts of capital, and many of them have similar investment

objectives to ours, which may create additional competition for investment opportunities and may reduce the

size and duration of pricing inefficiencies that many alternative investment strategies seek to exploit;

•some of our competitors, particularly strategic competitors, may have a lower cost of capital, which may be

exacerbated by limits on the deductibility of interest expense;

•some of our competitors may have higher risk tolerances, different risk assessments, or lower return

thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively

than us for investments that we want to make or seek exit opportunities through different channels, such as

special purpose acquisition vehicles;

•some of our competitors may be subject to less regulation and, accordingly, may have more flexibility to

undertake and execute certain businesses or investments than we do and/or bear less compliance expense than

us;

•some of our competitors may have more flexibility than us in raising certain types of investment funds under

the investment management contracts they have negotiated with their investors;

•some of our competitors may be more successful than us in development of new products to address investor

demand for new or different investment strategies and/or regulatory changes, including with respect to

products with mandates that incorporate ESG considerations, or products that are developed for individual

investors or that target insurance capital;

•some of our competitors may have better expertise or be regarded by investors as having better expertise in a

specific asset class or geographic region than we do;

•our competitors that are corporate buyers may be able to achieve synergistic cost savings in respect of an

investment, which may provide them with a competitive advantage in bidding for an investment;

•our competitors have instituted or may institute low-cost, high-speed financial applications and services based

on artificial intelligence and new competitors may enter the asset management space using new investment

platforms based on artificial intelligence;

•there are relatively few barriers to entry impeding the formation of new investment firms, and the successful

efforts of new entrants into our various businesses, including former “star” portfolio managers at large

diversified financial institutions as well as such institutions themselves, is expected to continue to result in

increased competition;

•some investors may prefer to pursue investments directly instead of investing through one of our funds;

•some investors may prefer to invest with an investment manager that is not publicly traded or is smaller, with

a more limited number of investment products that it manages; and

•other industry participants will, from time to time, seek to recruit our investment professionals and other

employees away from us.

In addition, technological innovation, including the use of artificial intelligence and data science, has the potential to

disrupt the financial industry and change the way financial institutions, including asset managers, do business. Some of our

competitors may be more successful than us in the development and implementation of new technologies, including services

and platforms based on artificial intelligence, to address investor demand or improve operations. If we are unable to adequately

advance our capabilities in these areas, or do so at a slower pace than others in our industry, we may be at a competitive

disadvantage.

We also may lose investment opportunities in the future if we do not match investment prices, structures, products, or

terms offered by competitors. Alternatively, we may experience decreased rates of return and increased risks of loss if we match

investment prices, structures, products, and terms offered by competitors. Moreover, if we are forced to compete with other

asset managers on the basis of price, we may not be able to maintain our current fund fee and carried interest terms. We have

historically competed primarily on the performance of our funds, and not on the level of our fees or carried interest relative to

those of our competitors. However, there is a risk that fees and carried interest in the investment management industry will

decline, without regard to the historical performance of a manager. In addition, some of our competitors may be willing to pay

higher placement fees in order to gain distribution of their private wealth products. Fee or carried interest income reductions, or

placement fee increases, on existing or future products, without corresponding decreases in our cost structure, would adversely

affect our revenues and profitability.

Moreover, the attractiveness of our investment funds relative to investments in other investment products could

decrease depending on economic conditions. Any new or incremental regulatory measures for the U.S. financial services

industry may increase costs and create regulatory uncertainty and additional competition for many of our funds. 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.”

These competitive pressures could adversely affect our ability to make successful investments and limit our ability to

raise future investment funds, either of which would adversely impact our business, revenue, results of operations, and cash

flow.

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.

In the event that any of our investment funds were to perform poorly, our revenue, income, and cash flow would

decline. Investors could also demand lower fees or fee concessions for existing or future funds, which would likewise decrease

our revenue or require us to record an impairment of intangible assets and/or goodwill in the case of an acquired business. In

some of our funds, such as our carry funds, a reduction in the value of the portfolio investments held in such funds could result

in a reduction in the carried interest we earn or in our management fees. In our CLOs, defaults or downgrades of the CLOs’

underlying collateral obligations could cause failures of certain over collateralization tests and the potential for insufficient

funds to pay expected management fees on any such CLO, which would result in either a temporary deferral or permanent loss

of such management fees. See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our

CLO business and investment into CLOs involves certain risks.”

We also could experience losses on our investment of our own capital into our funds as a result of poor performance

by our investment funds. If, as a result of poor performance of later investments in a carry fund’s life, the fund does not achieve

certain investment returns for the fund over its life, we will be obligated to repay the amount by which carried interest that was

previously distributed to us exceeds the amount to which we are ultimately entitled. These repayment obligations may be

related to amounts previously distributed to our senior Carlyle professionals prior to the completion of our initial public

offering, with respect to which our stockholders did not receive any benefit. See “Risks Related to Our Business Operations—

Risks Related to the Assets We Manage—We may need to pay “giveback” obligations if and when they are triggered under the

governing agreements with our investors” and Note 8, Commitments and Contingencies, to the consolidated financial

statements in Part II, Item 8 of this Annual Report on Form 10-K.

Poor performance of our investment funds could make it more difficult for us to raise new capital. Investors in our

funds may decline to invest in future investment funds we raise. Investors and potential investors in our funds continually assess

our investment funds’ performance, and our ability to raise capital for existing and future investment funds and avoid excessive

redemption levels will depend on our investment funds’ continued satisfactory performance. Accordingly, poor fund

performance has in the past deterred and may in the future deter investment in our funds and thereby decrease the capital

invested in our funds and, ultimately, our management fee revenue.

Moreover, from time to time, we may pursue new or different investment strategies and expand into geographic

markets and businesses that may not perform as expected and result in poor performance by us and our investment funds,

despite our initial investment thesis. In addition to the risk of poor performance, such activity may subject us to several risks

and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities

profitably or without incurring inappropriate amounts of risk; the diversion of management’s attention from our core business;

known or unknown contingent liabilities, which could result in unforeseen losses for us and our funds; the disruption of

ongoing businesses; and compliance with additional regulatory requirements.

The historical returns attributable to our funds, including those presented in this Annual Report on Form 10-K, 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.

We have presented in this Annual Report on Form 10-K information relating to the historical performance of our

investment funds. The historical and potential future returns of the investment funds that we advise, however, are not directly

linked to returns in our common stock. Therefore, any continued positive performance of the investment funds that we advise

will not necessarily result in positive returns on an investment in our common stock. However, poor performance of the

investment funds that we advise would cause a decline in our revenue from such investment funds and could therefore have a

negative effect on our performance, our ability to raise future funds, and in all likelihood the returns on an investment in our

common stock.

Moreover, with respect to the historical returns of our investment funds:

•our historical returns derive largely from the performance of our existing funds, and we may create new funds

in the future that reflect a different asset mix and different investment strategies, as well as a varied

geographic and industry exposure as compared to our present funds, and any such new funds could have

lower returns than our existing or previous funds;

•the performance of our carry funds reflects our valuation of the unrealized investments held in those funds

using assumptions that we believe are reasonable under the circumstances, but the actual realized return on

these investments will depend on, among other factors, future operating results and the value of assets and

market conditions at the time of disposition all of which may differ from the assumptions on which the

valuations in our historical returns are based, which may adversely affect the ultimate value realized from

those unrealized investments;

•in recent years, there has been increased competition for private equity investment opportunities resulting

from the increased amount of capital invested in alternative investment funds, high liquidity in debt markets,

and strong equity markets, and the increased competition for investments may reduce our returns in the

future;

•the rates of returns of some of our funds in certain years have been positively influenced by a number of

investments that experienced rapid and substantial increases in value following the dates on which those

investments were made, which may not occur with respect to future investments;

•our investment funds’ returns in some years have benefited from investment opportunities and general market

conditions, including lower interest rates and rates of inflation than present market conditions, that may have

been significantly more favorable for generating positive performance than current market conditions or

market conditions that we may experience in the future and may not repeat themselves;

•our current or future investment funds might not be able to avail themselves of comparable investment

opportunities or market conditions, and the circumstances under which our funds may make future

investments may differ significantly from those conditions prevailing in the past;

•newly established funds may generate lower returns during the period that they take to deploy their capital;

and

•the introduction of fund-level leverage in certain more recent funds has increased the rates of returns in those

funds compared to what they would have been without the use of such leverage.

Our performance in recent years generally has benefited from recent high multiples and asset prices. In the current

market environment, we expect that earning such returns on new investments will be much more difficult than in the past and

the future internal rate of return for any current or future fund may vary considerably from the historical internal rate of return

generated by any particular fund or for our funds as a whole. Future returns also will be affected by the risks described

elsewhere in this Annual Report on Form 10-K, including risks of the industries and businesses in which a particular fund

invests. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—

Segment Analysis—Fund Performance Metrics” for additional information.

Risk management activities may adversely affect the return on our and our funds’ investments.

When managing our exposure to market risks, we may (on our own behalf or on behalf of our funds) from time to time

use forward contracts, options, swaps, caps, collars, and floors or pursue other strategies or use other forms of derivative

instruments to limit our exposure to changes in the relative values of investments that may result from market developments,

including changes in prevailing interest rates, currency exchange rates, and commodity prices. The use of derivative financial

instruments and other risk management strategies may not be properly designed to hedge, manage, or otherwise reduce the risks

we have identified. In addition, we may not be able to identify, or may not have fully identified, all applicable material market

risks to which we are exposed. We also may choose not to hedge, in whole or in part, any of the risks that have been identified.

The success of any hedging or other derivatives transactions generally will depend on our ability to correctly predict market

changes, the degree of correlation between price movements of a derivative instrument, the position being hedged, the

creditworthiness of the counterparty, and other factors, some of which may be beyond our ability to hedge. As a result, while

we may enter into a transaction in order to reduce our exposure to market risks, the unintended market changes may result in

poorer overall investment performance than if it had not been executed. Such transactions may also limit the opportunity for

gain if the value of a hedged position increases.

While such hedging arrangements may reduce certain risks, such arrangements themselves may entail certain other

risks. These arrangements may require the posting of cash collateral at a time when a fund has insufficient cash or illiquid assets

such that the posting of the cash is either impossible or requires the sale of assets at prices that do not reflect their underlying

value. In addition, if our derivative counterparties or clearinghouses fail to meet their obligations with respect to the posting of

cash collateral, our efforts to mitigate certain risks may be ineffective. These hedging arrangements also may generate

significant transaction costs, including potential tax costs, which reduce the returns generated by a fund.

In addition, 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. Newly instituted

and amended regulations could significantly increase the cost of entering into derivative contracts (including through

requirements to post collateral, which could negatively impact available liquidity), materially alter the terms of derivative

contracts, reduce the availability of derivatives to protect against risks, reduce our ability to restructure our existing derivative

contracts, and increase our exposure to less creditworthy counterparties. Moreover, the CFTC may in the future require certain

foreign exchange products to be subject to mandatory clearing, which could increase the cost of entering into currency hedges.

Trade negotiations and related government actions may create regulatory uncertainty for our funds’ portfolio companies

and our investment strategies and adversely affect the profitability of our funds’ portfolio companies.

In recent years, the U.S. government has indicated its intent to alter its approach to international trade policy and, in

some cases, to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with

foreign countries, and has made proposals and taken actions related thereto. For example, the U.S. government has imposed

tariffs on certain foreign goods, including from China, such as steel and aluminum. Increasingly, the new administration also

has threatened or targeted broader swathes of countries with punitive trade measures, such as universal steel and aluminum

tariffs and reciprocal tariffs, including against Canada, Mexico, and Europe. Some foreign governments, including China,

Canada, and Mexico, have threatened or instituted retaliatory tariffs on certain U.S. goods.

In addition, the United States has implemented several economic sanctions programs and export controls that

specifically target Chinese entities and nationals on national security grounds, including, for example, with respect to China’s

response to political demonstrations in Hong Kong and China’s conduct concerning the treatment of Uyghurs and other ethnic

minorities in its Xinjiang province. The United States also has implemented certain sanctions against entities participating in

China’s military industrial complex and providing support to the country’s military, intelligence, and surveillance apparatuses.

These sanctions impose certain restrictions on U.S. persons and entities buying or selling publicly traded securities of

designated entities. Further escalation of the “trade war” between the United States and China, the countries’ inability to reach

further trade agreements, or the continued use of reciprocal sanctions by each country, may negatively impact opportunities for

investment as well as the rate of global growth, particularly in China, which has and continues to exhibit signs of slowing

growth. Such slowing growth could adversely affect the revenues and profitability of our funds’ portfolio companies.

Moreover, there is uncertainty as to any additional actions that may be taken under the new administration with respect

to U.S. trade policy. Further governmental actions related to the imposition of tariffs or other trade barriers or changes to

international trade agreements or policies, could further increase costs, decrease margins, reduce the competitiveness of

products and services offered by current and future portfolio companies, and adversely affect the revenues and profitability of

companies whose businesses rely on goods imported from outside of the United States. See “Risks Related to Our Business

Operations—Risks Related to the Assets We Manage—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.”

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 raised$108 billion in new capital commitments in the last three years, with 2024 activity being driven by

fundraising in ourreal estate business (Carlyle Real Estate Partners), our Global Credit business (including credit opportunities,

third-party capital raised in our asset-backed finance business, and other diversified credit strategies), and our flagship

secondaries and co-investment funds within our Global Investment Solutions segment. We cannot assure that our prior success

in raising capital will continue in the future. In this respect, we anticipate the fundraising landscape will continue to be

increasingly competitive as limited partners continue to reassess their portfolio allocation targets in light of market volatility

and their liquidity requirements. As a result, fundraising in certain products—particularly in corporate private equity strategies

—may take longer to complete and fund sizes may not meet levels they otherwise would in a more favorable market

environment. Slowdowns in fundraising also may delay catch-up management fees that would be charged to fund investors in

subsequent closings and smaller fund sizes have resulted in and could continue to result in lower management fees in the future.

Our ability to raise capital from third-party investors depends on a number of factors, including certain factors that are

outside our control. Certain of these factors, such as economic and market conditions (including the level of interest rates and

stock market performance), the pace of distributions from our funds and from the funds of other asset managers, or the asset

allocation rules or regulations or investment policies to which such third-party investors are subject, whether by their own

policy or the laws and regulations of their respective jurisdictions, could inhibit or restrict the ability of third-party investors to

make investments in our investment funds. For example, lawmakers across a number of states have put forth proposals or

expressed intent to take steps to reduce or minimize the ability of state pension funds to invest in alternative asset classes,

including by proposing to increase the reporting or other obligations applicable to state pension funds that invest in such asset

classes. Such proposals or actions would potentially discourage investment by such state pension funds in alternative asset

classes by imposing meaningful compliance burdens and costs on them, which could adversely affect our ability to raise capital

from such state pension funds. Other states could potentially take similar actions, which may further impair our access to capital

from an investor base that has historically represented a significant portion of our fundraising.

Third-party investors in private equity, real assets, and private credit funds typically use distributions from prior

investments to meet future capital calls. In cases where valuations of existing investments fall, the investment pace is delayed

and/or the pace of distributions slows, investors may be unable or unwilling to make new commitments or fund existing

commitments to third-party management investment funds such as those advised by us. Moreover, many funds sponsored by us

and our competitors have in recent years invested more rapidly than in the past. As a result, investors may delay making new

commitments until such time these investments start distributing capital.

There can be no assurance that historical or current levels of commitments to our funds will continue. For example,

there has been a shift away from defined benefit pension plans to defined contributions plans, which could reduce the amount of

assets available for us to manage on behalf of certain of our clients. In addition, investors may downsize their investment

allocations to alternative managers, including private funds and fund of funds vehicles, to rebalance a disproportionate

weighting of their overall investment portfolio among asset classes. Investors also may seek to consolidate their investments

with a smaller number of investment managers or prefer to pursue investments directly instead of investing through our funds,

each of which could impact the amount of allocations they make to our funds. For example, certain institutional investors have

demonstrated a preference to in-source their own investment professionals and to make direct investments in alternative assets

without the assistance of alternative asset advisers like us. Such institutional investors may become our competitors and could

cease to be our clients.

Moreover, as some existing investors cease or significantly curtail making commitments to alternative investment

funds, we may need to identify and attract new investors in order to maintain or increase the size of our investment funds. The

ongoing changes in international and domestic tax regulations may adversely impact the tax neutrality of our funds, which

could in turn limit investment in our funds from certain classes of investors. We are working to create avenues through which

we expect to attract a new base of retail or individual investors. There can be no assurances that we can find or secure

commitments from those new investors. Our ability to raise new funds could similarly be hampered if the general appeal of

private equity and alternative investments were to decline.

An investment in a private equity, credit, or real estate fund is more illiquid and the returns on such investment may be

more volatile than an investment in securities for which there is a more active and transparent market. Private equity, credit, and

real estate investments could fall into disfavor as a result of concerns about liquidity and short-term performance. Such

concerns could be exhibited, in particular, by public pension funds, which have historically been among the largest investors in

alternative assets. Concerns with liquidity could cause such public pension funds to reevaluate the appropriateness of alternative

In addition, the evolving preferences of our fund investors may necessitate that alternatives to the traditional

investment fund structure, such as managed accounts, smaller funds, and co-investment vehicles, become a larger part of our

business going forward. Certain investors also have implemented or may implement restrictions against investing in certain

types of asset classes or sectors, such as hydrocarbons, which could affect our ability to raise new funds focused on those asset

classes, such as funds focused on conventional energy or natural resources, and which could have a negative impact on our

ability to exit certain of our energy investments or our ability to invest capital in our conventional energy funds. Given that

funds focused on investing in carbon-based energy remain a part of our business (4% of total AUM as of December 31, 2024),

the persistence of weakened market fundamentals in the energy sector could translate into future performance below investor

expectations which, together with negative sentiments around carbon energy funds, could result in less investor demand for

these funds in the future. If we were unable to raise the next generation of our energy-related funds, at the same levels or at all,

our fee-paying AUM and future management fees could be adversely impacted. This could increase our cost of raising capital at

the scale we have historically achieved. This also could cause an impairment of our equity method investment in NGP in the

future. As of December 31, 2024, we continue to believe that our investment in NGP is not impaired.

The failure to successfully raise capital commitments to new investment funds also may expose us to credit risk in

respect of financing that we may provide to such funds. When existing capital commitments to a new investment fund are

insufficient to fund in full a new investment fund’s participation in a transaction, we may lend money to or borrow money from

financial institutions on behalf of such investment funds to bridge this difference and repay this financing with capital from

subsequent investors to the fund. Our inability to identify and secure capital commitments from new investors to these funds

may expose us to losses (in the case of money that we lend directly to such funds) or adversely impact our ability to repay such

borrowings or otherwise have an adverse impact on our liquidity position. Moreover, if we seek to expand into other business

lines, we may be unable to raise a sufficient amount of capital to adequately support such businesses. The failure of our

investment funds to raise capital in sufficient amounts could result in a decrease in our AUM, as well as management fee and

transaction fee revenue, or could result in a decline in the rate of growth of our AUM and management fee and transaction fee

revenue, any of which could have a material adverse impact on our revenues and financial condition. Our past experience with

growth of AUM provides no assurance with respect to the future.

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.

Although retail investors have been part of our historic distribution efforts, we have increasingly undertaken business

initiatives to increase the number and type of investment products we offer to high-net-worth individuals, family offices, and

mass affluent investors in the United States and other jurisdictions around the world. In particular, we create investment

products designed for investment by retail investors in the United States, some of whom are not accredited investors, or similar

investors in non-U.S. jurisdictions, including in Europe. In certain instances, our funds are distributed to such investors

indirectly through third-party managed vehicles sponsored by brokerage firms, private banks, or third-party feeder providers,

and in other instances directly to the clients of private banks, independent investment advisors, and brokers.

Accessing retail investors and offering products directed at such investors exposes us to new and greater levels of risk,

including heightened litigation and regulatory enforcement, an increased compliance burden, and more complex administration

and accounting operations. We may be subject to claims related to matters such as the adequacy of disclosures, appropriateness

of fees, suitability, and board of directors oversight, each which could result in civil lawsuits, regulatory penalties, and

enforcement actions. Our registered investment advisers also could be subject to direct or derivative claims from a fund’s

investors or board of directors for alleged mismanagement of the fund. In addition, regulatory requirements imposing

limitations on the ability of affiliates of certain of our vehicles to engage in certain transactions may limit our funds’ ability to

engage in otherwise attractive investment opportunities.

To the extent distribution of such products is through new channels and markets, including through an increasing

number of distributors with whom we engage, we may not be able to effectively monitor or control the manner of their

distribution, which could result in litigation or regulatory action against us, including with respect to, among other things,

claims that products distributed through such channels are distributed to investors for whom they are unsuitable, claims related

to conflicts of interest or the adequacy of disclosure to investors, or claims that the products are distributed in a manner

inconsistent with our regulations requirements or otherwise inappropriate manner. In addition, regulation applicable to our

arrangements with such distributors and channels increases the compliance burden associated with onboarding new distributors

or pursuing new distribution channels, resulting in increased cost and complexity. Although we engage in due diligence and

onboarding procedures that seek to uncover issues relating to the third-party channels through which retail investors access our

investment products, we do not control and have limited information regarding many of these third-party channels and thus we

are exposed to risks of reputational damage, regulatory scrutiny, and legal liability to the extent such third parties improperly

sell our products to investors. This risk is heightened by the continuing increase in the number of third parties through whom

we distribute our investment products around the world and who we do not control. For example, in certain instances, we may

be viewed by a regulator as responsible for the content of materials prepared by third parties.

Likewise, there is a risk that our employees involved in the direct distribution of our products, or employees who

oversee independent advisors, brokerage firms, and other third parties around the world involved in distributing our products,

do not follow our compliance and supervisory procedures. In addition, the distribution of such products, including through new

channels whether directly or through market intermediaries, could expose us to allegations of improper conduct and/or actions

by state and federal regulators in the United States and regulators in jurisdictions outside of the United States with respect to,

among other things, product suitability, distributor eligibility, investor classification, compliance with securities laws, conflicts

of interest, and the adequacy of disclosure to investors to whom our products are distributed through those channels.

As we expand the distribution of products to retail investors outside of the United States, we are increasingly exposed

to risks in non-U.S. jurisdictions. While many of the risks we face in non-U.S. jurisdictions are similar to those that we face in

the distribution of products to retail investors in the United States, securities laws and other applicable regulatory regimes may

be extensive, complex, and vary by jurisdiction. In addition, the distribution of products to individual investors outside of the

United States may involve complex structures (such as distributor-sponsored feeder funds or nominee/omnibus investors) and

market practices that vary by local jurisdiction. As a result, this expansion subjects us to additional complexity, litigation, and

regulatory risk.

Moreover, our initiatives to expand our retail investor base, including outside of the United States, requires the

investment of significant time, effort, and resources, including the potential hiring of additional personnel, the implementation

of new operational, compliance, and other systems and processes, and the development or implementation of new technology.

Our efforts to continue to grow the assets we manage on behalf of retail investors may not be successful.

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.

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 the terms of prior funds we have advised or funds advised by our competitors.

Such terms could restrict our ability to raise investment funds with investment objectives or strategies that compete with

existing funds, reduce fee revenues we earn, reduce the percentage of profits on third-party capital that we share in or add

expenses and obligations for us in managing the fund, or increase our potential liabilities, all of which could ultimately reduce

our profitability. In addition, a change in terms that increases the amount of fee revenue the fund investors are entitled to could

result in a significant decline in revenue generated from transaction fees. For instance, our current generations of U.S., Europe,

and Asia buyout funds have increased the percentage of transaction fees that are shared with fund investors from 80% to 100%

of the allocable fees we generate. To the extent we change our fee practices for other successor funds, we could experience a

meaningful decline in the amount of transaction fee revenue we earn. In particular, if our fund investors do not continue to

agree that we are permitted to retain fees we derive from capital markets transactions involving our portfolio companies, the

ability of our GCM group to produce fee revenue could be significantly hindered.

In addition, as institutional investors increasingly consolidate their relationships with investment firms and competition

becomes more acute, we may receive more requests to modify the terms of our new funds, including reductions in management

fees. Any agreement to changes in terms less favorable to us could result in a material decrease in our profitability.

Moreover, certain institutional investors have publicly criticized certain fund fee and expense structures, including

management fees. We have received and expect to continue to confront requests from a variety of investors and groups

representing investors to decrease fees and to modify our carried interest and incentive fee structures, which could result in a

reduction in or delay in the timing of receipt of the fees and carried interest and incentive fees we earn. In addition to

negotiating the overall fund rate of the management fees offered, certain fund investors have negotiated alternative management

fee structures in several of our investment funds. For example, certain funds have offered a management fee rate discount for

certain investors that came into the first closing of each fund. In certain cases, we have agreed to charge management fees based

on invested capital or net asset value as opposed charging management fees on committed capital. Further, the SEC’s focus on

certain fund fee and expense arrangements may lead to increased publicity that could cause fund investors to further resist

certain fees and expense reimbursements. Any modification of our existing fee or carry arrangements or the fee or carry

structures for new investment funds could adversely affect our results of operations. See “Risks Related to Our Business

Operations—Risks Related to the Assets We Manage—The asset management business is intensely competitive.”

We may need to pay “giveback” obligations if and when they are triggered under the governing agreements with our

investors.

If, at the end of any of the life of our Global Private Equity and Global Credit carry funds (or earlier with respect to

certain of our funds), the carry fund has not achieved investment returns that (in most cases) exceed the preferred return

threshold or (in almost all cases) the general partner receives net profits over the life of the fund in excess of its allocable share

under the applicable partnership agreement, we will be obligated to repay an amount equal to the extent to which carried

interest that previously was distributed to us exceeds the amounts to which we are ultimately entitled. This repayment

obligation is known as a “giveback” obligation. As of December 31, 2024, we had accrued a giveback obligation of$44.0

million, representing the giveback obligation that would need to be paid by the firm if the carry funds were liquidated at their

current fair values at that date, and of which approximately$32.5 million is attributable to us. The remaining obligations are

related to amounts previously distributed to our senior Carlyle professionals, the majority of which relates to the accrued

giveback obligation from CSP III and the Legacy Energy Funds.

When payment of a giveback obligation is anticipated (or “realized”), the portion of this liability that is expected to be

borne by the common stockholders (i.e., the amount not expected to be funded by Carlyle professionals) has the effect of

reducing our Distributable Earnings. Any remaining giveback obligation required to be funded on behalf of our funds would

generally be due upon the liquidation of the remaining assets from the funds.

If, as of December 31, 2024, all of the investments held by our carry funds were deemed worthless, the amount of

realized and distributed carried interest subject to potential giveback would have been$1.4 billion, on an after-tax basis where

applicable. As of December 31, 2024, we have realized$256.5 million in aggregate giveback obligations since inception, which

were funded primarily through collection of employee receivables related to giveback obligations and from Carlyle

professionals and other non-controlling interests for their portion of the obligation. Of the$256.5 million in aggregate giveback

obligations realized from inception to December 31, 2024,$86.5 million was attributable to Carlyle. See Part II, Item 7

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures—

Investment Income.”

Although a giveback obligation is specific to each person who received a distribution, and not a joint obligation, the

governing agreements of our funds generally provide that to the extent a recipient does not fund his or her respective share, then

we may have to fund such additional amounts beyond the amount of carried interest we retained, although we generally will

retain the right to pursue any remedies that we have under such governing agreements against those carried interest recipients

who fail to fund their obligations. As of December 31, 2024, approximately$11.5 million of our$44.0 million accrued

giveback obligation is attributable to various current and former senior Carlyle professionals. We have historically withheld a

portion of the cash from carried interest distributions to individual senior Carlyle professionals and other employees as security

for their potential giveback obligations. We may need to use or reserve cash to repay such giveback obligations instead of using

the cash for other purposes. See Part I, Item 1 “Business—Structure and Operation of Our Investment Funds—Incentive

Arrangements / Fee Structure” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results

of Operations—Contractual Obligations—Contingent Obligations (Giveback)” and Notes 2, Summary of Significant

Accounting Policies, and 8, Commitments and Contingencies, to the consolidated financial statements in Part II, Item 8 of this

Annual Report on Form 10-K.

Third-party investors in substantially all of our carry funds have the right to remove the general partner of the fund for

cause, to accelerate the liquidation date of the investment fund without cause by a simple majority vote, and to terminate the

investment period under certain circumstances and investors in certain of the investment funds we advise may redeem their

investments. These events would lead to a decrease in our revenues, which could be substantial.

The governing agreements of almost all of our carry funds, other than our AlpInvest funds as discussed below, provide

that, subject to certain conditions, third-party investors in those funds have the right to remove the general partner of the fund

for cause or to accelerate the liquidation date of the investment fund without cause by a simple majority vote. In addition, our

investment vehicles that are structured as “funds of one,” or separately managed accounts, have a single investor or a few

affiliated investors that typically have the right to terminate the investment period or cause a dissolution of the vehicle under

certain circumstances. These actions would result in a reduction in management fees we would earn from such investment

funds, vehicles, or accounts, and could result in a significant reduction in the expected amounts of total carried interest and

incentive fees from those investment funds, vehicles, or accounts. Carried interest and incentive fees could be significantly

reduced as a result of our inability to maximize the value of investments by an investment fund during the liquidation process or

in the event of the triggering of a “giveback” obligation. Finally, the applicable investment funds, vehicles, or accounts would

cease to exist after completion of liquidation and winding-up.

In addition, the governing agreements of certain of our investment funds provide that in the event certain “key

persons” in our investment funds do not meet specified time commitments with regard to managing the fund (for example,

certain of the investment professionals serving on the investment committee or advising the fund), then investors in certain

funds have the right to vote to terminate the investment period by a simple majority vote in accordance with specified

procedures, accelerate the withdrawal of their capital on an investor-by-investor basis, or the fund’s investment period will

automatically terminate and the vote of a simple majority of investors is required to restart it. While we believe that our

investment professionals have appropriate incentives to remain in their respective positions, based on equity ownership, profit

participation, and other contractual provisions, we are not able to guarantee the ongoing participation of the management team

members in respect of our funds. In addition to having a significant negative impact on our revenue, earnings, and cash flow,

the occurrence of a key person event with respect to any of our investment funds would likely result in significant reputational

damage to us and could negatively impact our future fundraising efforts.

AlpInvest funds generally provide for automatic suspension of the investment period if there is a key person event with

the vote of a supermajority of investors required to restart it and the right of a simple majority or a supermajority of investors to

remove the general partner with cause and, in some cases, without cause, but generally have not provided for liquidation

without cause. Where AlpInvest funds include “key person” provisions, they are focused on specific, existing AlpInvest

personnel, as applicable.

Moreover, because our investment funds generally have an adviser that is registered under the Advisers Act, the

management agreements of each of our investment funds would be terminated upon an “assignment” to a third-party of these

agreements without appropriate investor consent, which assignment may be deemed to occur in the event these advisers were to

experience a change of control. We cannot be certain that consents required to assignments of our investment management

agreements will be obtained if a change of control occurs. “Assignment” of these agreements without investor consent could

cause us to lose the fees we earn from such investment funds.

Third-party investors in our investment funds with commitment-based structures may not satisfy their contractual obligation

to fund capital calls when requested by us, which could adversely affect a fund’s operations and performance.

Investors in our carry funds make capital commitments to those funds that we are entitled to call from those investors

at any time during prescribed periods. We depend on investors fulfilling their commitments when we call capital from them in

order for those funds to consummate investments and otherwise pay their obligations (for example, management fees) when

due. Any investor that did not fund a capital call would generally be subject to several possible penalties, including having a

significant amount of its existing investment forfeited in that fund. However, the impact of the penalty is directly correlated to

the amount of capital previously invested by the investor in the fund and if an investor has invested little or no capital, for

instance, early in the life of the fund, then the forfeiture penalty may not be as meaningful. Investors also may negotiate for

lesser or reduced penalties at the outset of the fund, thereby inhibiting our ability to enforce the funding of a capital call. Our

use of subscription lines of credit to purchase an investment prior to calling capital from fund investors could increase the

prevalence of defaulting limited partners. Should the value of an investment funded through a fund line-of-credit decline,

particularly early in a fund’s life cycle where minimal capital has been contributed by the fund’s investors, a limited partner

may decide not to fund its commitment. In addition, third-party investors typically use distributions from prior investments to

meet future capital calls. In cases where valuations of investors’ existing investments fall and the pace of distributions slows,

investors may be unable to make new commitments to third-party managed investment funds such as those advised by us. If

investors were to fail to satisfy a significant amount of capital calls for any particular fund or funds, the operation and

performance of those funds could be materially and adversely affected.

In addition, our failure to comply with applicable pay-to-play laws, regulations, and/or policies adopted by a number

of states and municipal pension funds, as well as the New York Attorney General’s Public Pension Fund Reform Code of

Conduct, may, in certain instances, excuse a public pension fund investor from its obligation to make further capital

contributions relating to all or any part of an investment or allow it to withdraw from the fund. If a public pension fund investor

were to seek to be excused from funding a significant amount of capital calls for any particular fund or funds, the operation and

performance of those funds could be materially and adversely affected.

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.

There are often no readily ascertainable market prices for a substantial majority of illiquid investments of our

investment funds. We determine the fair value of the investments of each of our investment funds at least quarterly based on the

fair value guidelines set forth by generally accepted accounting principles in the United States (“U.S. GAAP”). The fair value

measurement accounting guidance establishes a hierarchal disclosure framework that ranks the observability of market inputs

used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including

the type of financial instrument, the characteristics specific to the financial instrument, and the state of the marketplace,

including the existence and transparency of transactions between market participants. Financial instruments with readily

available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a

higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

Investments for which market prices are not observable include, but are not limited to, illiquid investments in operating

companies, real estate, energy ventures, infrastructure projects, structured vehicles, and other funds, and encompass all

components of the capital structure, including equity, mezzanine, debt, preferred equity, and derivative instruments such as

options and warrants. Fair values of such investments are determined by reference to the market approach (i.e., multiplying a

key performance metric of the investee company or asset, such as EBITDA, by a relevant valuation multiple observed in the

range of comparable public entities or transactions, adjusted by management as appropriate for differences between the

investment and the referenced comparables), the income approach (i.e., discounting projected future cash flows of the investee

company or asset and/or capitalizing representative stabilized cash flows of the investee company or asset), and other

methodologies such as prices provided by reputable dealers or pricing services, option pricing models, replacement costs, and

estimates of net asset value for fund interests.

The determination of fair value using these methodologies takes into consideration a range of factors including but not

limited to the price at which the investment was acquired, the nature of the investment, local market conditions, the multiples of

comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of

the investment. These valuation methodologies involve a significant degree of subjective management judgment. For example,

as to investments that we share with another sponsor, we may apply a different valuation methodology or factors or derive a

different value than such other sponsor does and/or derive a different value than the other sponsor has derived on the same

investment, which could cause some investors and regulators to question our valuations. In this respect, the SEC continues to

focus on issues related to valuation of private investment vehicles, including consistent application of the methodology,

disclosure, and conflicts of interest, in its enforcement, examination, and rulemaking activities.

Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the

fair values of such investments as reflected in an investment fund’s net asset value do not necessarily reflect the prices that

would be obtained by us on behalf of the investment fund when such investments are realized. Realizations at values

significantly lower than the values at which investments had been reflected in prior fund net asset values would result in

reduced earnings or losses for the applicable fund, and potentially the loss of carried interest and incentive fees. Changes in

values attributed to investments from quarter to quarter may result in volatility in the net asset values and results of operations

that we report from period to period. In addition, a situation where asset values turn out to be materially different than values

reflected in prior fund net asset values could cause investors to lose confidence in us, which could in turn result in difficulty in

raising additional funds.

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.

Before making private equity and other investments, we conduct due diligence that we deem reasonable and

appropriate based on the known facts and circumstances applicable to each investment. The objective of the due diligence

process is to identify attractive investment opportunities based on known facts and circumstances and initial risk assessment

surrounding an investment and, depending on our ownership or control of private equity investments, prepare a framework that

may be used from the date of an acquisition to drive operational achievement and value creation. When conducting due

diligence, we may be required to evaluate important and complex business, financial, regulatory, tax, accounting, environmental

(including climate change), social, governance, and legal issues. Outside consultants, legal advisors, accountants, and

investment banks may be involved in the due diligence process to varying degrees depending on the type of investment.

Nevertheless, when conducting due diligence and making an assessment regarding an investment, we rely on the resources

available to us, including information provided by the target of the investment and, in some circumstances, third-party

investigations and analysis. The due diligence process may at times be subjective. Due to intense competition in the

marketplace, we may have less time than in the past to complete our due diligence or our competitors may review less due

diligence thereby increasing the speed with which they complete their review. We cannot be certain that the due diligence

investigation we carry out with respect to any investment opportunity will reveal or highlight all relevant facts that may be

necessary or helpful in evaluating such investment opportunity. In this respect, information and data provided or utilized by

third-party advisors during diligence may be incomplete, inaccurate, or unavailable, and may cause us to incorrectly identify,

prioritize, assess, or analyze or omit to examine in detail the investee entity’s ESG practices and/or related risks and

opportunities.

The due diligence process in connection with carve-out transactions may underestimate the complexity and/or level of

dependence a business has on its parent company and affiliated entities. Given that a carve-out business often does not have

financial statements that accurately reflect its true financial performance as a stand-alone business, due diligence assessments of

such investments can be particularly difficult. Instances of fraud, accounting irregularities and other improper, illegal, or

deceptive practices can be difficult to detect, and fraud and other deceptive practices can be widespread in certain jurisdictions.

Several of our funds invest in emerging market countries that may not have established laws and regulations that are as

stringent as in more developed nations, or where existing laws and regulations may not be consistently enforced. For example,

our funds invest throughout jurisdictions that have material perceptions of corruption according to international rating

standards, such as China, India, Indonesia, Latin America, MENA, and Sub-Saharan Africa. Similarly, our funds invest in

companies in the United States and other jurisdictions and regions with low perceived corruption but whose business may be

conducted in other high-risk jurisdictions.

Due diligence on investment opportunities in these jurisdictions is frequently more complicated because consistent and

uniform commercial practices in such locations may not be developed or our access to information may be very limited. Fraud,

accounting irregularities, and deceptive practices can be especially difficult to detect in such locations. In addition, investment

opportunities may arise in companies that have historic and/or unresolved regulatory, tax, fraud or accounting related

investigations, audits or inquiries, and/or have been subjected to public accusations of improper behavior. However, even

heightened and specific due diligence and investigations with respect to such matters may not reveal or highlight all relevant

facts that may be necessary or helpful in evaluating such investment opportunity and/or will be able to accurately identify,

assess, and quantify settlements, enforcement actions, and judgments that may arise and which could have a material adverse

effect on the portfolio company’s business, financial condition, and operations, as well as potential significant harm to the

portfolio company’s reputation and prospects. We cannot be certain that our due diligence investigations will result in

investments being successful or that the actual financial performance of an investment will not fall short of the financial

projections we used when evaluating that investment. Failure to identify risks associated with our investments could have a

material adverse effect on our business.

We may be unable to consummate or successfully integrate development opportunities, acquisitions, or joint ventures that

we pursue.

We may, from time to time, seek to engage in selective development or acquisition of asset management businesses or

other businesses complementary to our business where we think we can add substantial value or generate substantial returns.

We may not be able to identify or consummate such opportunities, including due to competition for such opportunities, our

ability to accurately value such opportunities, and the need to negotiate acceptable terms and obtain requisite approvals and

licenses from relevant governmental authorities, for such opportunities. In addition, even if we are able to identify and

successfully complete an acquisition, we may encounter unexpected difficulties or incur unexpected costs associated with

integrating and overseeing the operations of the new businesses.

Dependence on significant leverage in investments by our funds could adversely affect our ability to achieve attractive rates

of return on those investments.

Many of our carry funds’ investments rely heavily on the use of leverage, and our ability to achieve attractive rates of

return on investments will depend on our ability to access sufficient sources of indebtedness at attractive rates. For example, in

many private equity investments, indebtedness may constitute and historically has constituted up to 70% or more of a portfolio

company’s or real estate asset’s total debt and equity capitalization, including debt that may be incurred in connection with the

investment, whether incurred at or above the investment-level entity. The absence of available sources of sufficient debt

financing for extended periods of time could therefore materially and adversely affect our Global Private Equity businesses.

An increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness

would make it more expensive to finance those investments, thereby reducing returns. While increases in interest rates may lead

to higher risk adjusted returns for our Global Credit business, when coupled with restrictions on the deductibility of interest

expense, such increases also may lead to higher default rates and lower valuations of existing assets and cause deployment of

capital to slow, cash flow issues, and/or credit challenges if such interest rates have not otherwise been fixed or hedged.

Increases in interest rates also could make it more difficult to locate and consummate private equity investments because other

potential buyers, including operating companies acting as strategic buyers, may be able to bid for an asset at a higher price due

to a lower overall cost of capital or their ability to benefit from a higher amount of cost savings following the acquisition of the

asset. 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.” In

addition, a portion of the indebtedness used to finance private equity investments often includes leveraged loans and high-yield

and other debt securities issued in the public capital markets and debt instruments privately placed with institutional investors in

the private capital markets. Availability of capital from the leveraged loan, high-yield, and private debt markets is subject to

significant volatility, and there may be times when we might not be able to access those markets at attractive rates, or at all,

when completing an investment. Certain investments also may be financed through borrowings on fund-level debt facilities,

which may or may not be available for a refinancing at the end of their respective terms. Moreover, to the extent there is a

reduction in the availability of financing for extended periods of time, the purchasing power of a prospective buyer may be

more limited, adversely impacting the fair value of our funds’ investments and thereby reducing the acquisition price. Finally,

recent developments in U.S. and international tax policy have significantly limited the availability of income tax deductions for

interest payments on leverage used to finance some of our funds’ investments. Interest deductibility rules continue to evolve,

and further restrictions and changes are anticipated in the U.S. and other jurisdictions. See “Risks Related to Taxation—

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

assessed to portfolio investments (companies) or fund income.” Such restrictions could reduce the after-tax rates of return on

the affected investments, which may have an adverse impact on our business and financial results.

Investments in highly leveraged entities also are inherently more sensitive to declines in revenue, increases in expenses

and interest rates, and adverse economic, market, and industry developments. Moreover, the incurrence of a significant amount

of indebtedness by an entity could, among other things:

•subject the entity to a number of restrictive covenants, terms, and conditions, any violation of which could be

viewed by creditors as an event of default and could materially impact our ability to realize value from the

investment;

•allow even moderate reductions in operating cash flow to render the entity unable to service its indebtedness,

leading to a bankruptcy or other reorganization of the entity and a loss of part or all of the equity investment

in it;

•give rise to an obligation to make mandatory prepayments of debt using excess cash flow, which might limit

the entity’s ability to respond to changing industry conditions to the extent additional cash is needed for the

response, to make unplanned but necessary capital expenditures, or to take advantage of growth opportunities;

•limit the entity’s ability to adjust to changing market conditions, thereby placing it at a competitive

disadvantage compared to its competitors that have relatively less debt;

•limit the entity’s ability to engage in strategic acquisitions that might be necessary to generate attractive

returns or further growth; and

•limit the entity’s ability to obtain additional financing or increase the cost of obtaining such financing,

including for capital expenditures, working capital or other general corporate purposes.

As a result, the risk of loss associated with a leveraged entity generally is greater than for companies with

comparatively less debt. Similarly, the leveraged nature of the investments of our real assets funds increases the risk that a

decline in the fair value of the underlying real estate or tangible assets will result in their abandonment or foreclosure.

When our Global Private Equity funds’ portfolio investments reach the point when debt incurred to finance those

investments matures in significant amounts and must either be repaid or refinanced, those investments may suffer materially if

they have not generated sufficient cash flow to repay maturing debt and there is insufficient capacity and availability in the

financing markets to permit them to refinance maturing debt on satisfactory terms, or at all. If a limited availability of financing

for such purposes were to persist for an extended period of time, when significant amounts of the debt incurred to finance our

Global Private Equity funds’ portfolio investments came due, these funds could be materially and adversely affected.

Many of our Global Credit funds may choose to use leverage as part of their respective investment programs and

regularly borrow a substantial amount of their capital. The use of leverage poses a significant degree of risk and enhances the

possibility of a significant loss in the value of the investment portfolio. A fund may borrow money from time to time to

purchase or carry securities or may enter into derivative transactions (such as total return swaps) with counterparties that have

embedded leverage. The interest expense and other costs incurred in connection with such borrowing may not be recovered by

appreciation in the securities purchased or carried and will be lost, and the timing and magnitude of such losses may be

accelerated or exacerbated, in the event of a decline in the market value of such securities. Gains realized with borrowed funds

may cause the fund’s net asset value to increase at a faster rate than would be the case without borrowings. However, if

investment results fail to cover the cost of borrowings, the fund’s net asset value could also decrease faster than if there had

been no borrowings. Increases in interest rates also could decrease the value of fixed-rate debt investment that our investment

funds make. In addition, to the extent that any changes in tax law make debt financing less attractive to certain categories of

borrowers, this could adversely affect the investment opportunities for our credit-focused funds.

Any of the foregoing circumstances could have a material adverse effect on our results of operations, financial

condition, and cash flow.

High interest ratesand challenging debt market conditions have negatively impacted and could continue to negatively

impact the values of certain assets or investments and the ability of our funds and their portfolio companies to access the

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

and potentially decrease our net income.

In 2022 and 2023, in light of increasing inflation, the U.S. Federal Reserve increased interest rates eleven times. Since

September 2024, the Federal Reserve has reduced the policy rate by 100 basis points as of December 31, 2024. However,

market participants remain uncertain about how long interest rates will stay near current levels. Base interest rates may not

decline as much as anticipated or could even increase again if inflation reaccelerates. Credit spreads, which currently sit near

historic lows, could widen and thus increase the all-in financing rate even with reduced policy rates. Rising interest rates create

downward pressure on the price of real estate and the value of fixed-rate debt investments made by our funds. In addition, our

funds have faced, and could continue to face, difficulty in realizing value from investments due to sustained challenges in the

exit environment as a result of wide bid-ask spreads driven by uncertainty around future levels of interest rates. Finally, shifts in

interest rate trajectories that do not align with existing market expectations may subsequently spark equity and credit market

volatility that negatively affects portfolio company, asset, and fund-level performance.

An increase in interest rates has and could continue to increase the cost of debt financing for the transactions our funds

pursue. In addition, asignificant contraction or weakening in the market for debt financing or other adverse change relating to

the terms of debt financing (such as, for example, higher equity requirements and/or more restrictive covenants), particularly in

the area of acquisition financings for private equity and real estate transactions, could have a material adverse effect on our

business. For example, a portion of the indebtedness used to finance certain fund investments often includes high-yield debt

securities issued in the capital markets. Availability of capital from the high-yield debt markets is subject to significant

volatility, and there may be times when we might not be able to access those markets at attractive rates, or at all, when

completing an investment. Moreover, the financing of acquisitions or the operations of our funds’ portfolio companies with

debtmay become less attractive due to limitations on the deductibility of corporate interest expense. 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.”

If our funds are unable to obtain committed debt financing for potential acquisitions, can only obtain debt financing at

an increased interest rate or on unfavorable terms or the ability to deduct corporate interest expense is substantially limited, our

funds may face increased competition from strategic buyers of assets who may have an overall lower cost of capital or the

ability to benefit from a higher amount of cost savings following an acquisition, or may have difficulty completing otherwise

profitable acquisitions or may generate profits that are lower than would otherwise be the case, each of which could lead to a

decrease in our funds’ performance and therefore our revenues. In addition, rising interest rates, coupled with periods of

significant equity and credit market volatility, may potentially make it more difficult for us to find attractive opportunities for

our funds to exit and realize value from their existing investments.

Our funds’ portfolio companies also regularly utilize the corporate debt markets to obtain financing for their

operations. To the extent monetary policy, tax, or other regulatory changes or difficult credit markets render such financing

difficult to obtain, more expensive, or otherwise less attractive, this may also negatively impact the financial results of those

portfolio companies and, therefore, the investment returns on our funds. In addition, to the extent that market conditions and/or

tax or other regulatory changes make it difficult or impossible to refinance debt that is maturing in the near term, some of our

funds’ portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a

recapitalization, or seek bankruptcy protection.

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.

Many of our investment funds invest in securities that are not publicly traded. In many of those cases, our investment

funds may be prohibited by contract or by applicable securities laws from selling such securities for a period of time. Our

investment funds will generally not be able to sell these securities publicly unless their sale is registered under applicable

securities laws, or unless an exemption from such registration is available. The ability of many of our investment funds,

particularly our private equity funds, to dispose of investments is heavily dependent on the public equity markets. For example,

the ability to realize any value from an investment may depend upon the ability to complete an initial public offering of the

portfolio company in which such investment is held. Even if the securities are publicly traded, large holdings of securities can

often be disposed of only over a substantial length of time, exposing the investment returns to risks of downward movement in

market prices during the intended disposition period. In addition, because the investment strategy of many of our funds,

particularly our private equity and real estate funds, often entails our having representation on our funds’ public portfolio

company boards, our funds may be restricted in their ability to effect such sales during certain periods of time. Accordingly,

under certain conditions, our investment funds may be forced to either sell securities at lower prices than they had expected to

realize or defer, potentially for a considerable period of time, sales that they had planned to make.

We have made and expect to continue to make significant principal investments in our current and future investment

funds. Contributing capital to these investment funds is risky, and we may lose some or the entire principal amount of our

Our investment funds make investments in companies that we do not control.

Investments by many of our investment funds will include debt instruments and equity securities of companies that we

do not control. Such instruments and securities may be acquired by our investment funds through trading activities or through

purchases of securities from the issuer. In addition, our funds may acquire minority equity interests in large transactions, which

may be structured as “consortium transactions” due to the size of the investment and the amount of capital required to be

invested. A consortium transaction involves an equity investment in which two or more private equity or other firms serve

together or collectively as equity sponsors. We have participated in several consortium transactions due to the increased size of

many of the transactions in which we are involved and may continue to do so in the future. Consortium transactions generally

entail a reduced level of control by our firm over the investment, because governance rights must be shared with the other

consortium sponsors. Accordingly, we may not be able to control decisions relating to a consortium investment, including

decisions relating to the management and operation of the company and the timing and nature of any exit. Our funds may also

dispose of a portion of their majority equity investments in portfolio companies over time in a manner that results in the funds

retaining a minority investment. Those investments may be subject to the risk that the company in which the investment is

made may make business, tax, legal, financial, or management decisions with which we do not agree or that the majority

stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve our interests. If

any of the foregoing were to occur, the value of investments by our funds could decrease and our financial condition, results of

operations, and cash flow could suffer as a result.

Our investment funds may invest in assets denominated in currencies that differ from the currency in which the fund is

denominated.

When our investment funds invest in assets denominated in currencies that differ from the functional currency of the

relevant fund, fluctuations in currency rates could impact the performance of such investment funds. For example, Carlyle

sponsors U.S. dollar-denominated funds that invest in assets denominated in foreign currencies such as our buyout and growth

funds in Asia. In the event that the U.S. dollar appreciates, the market value of the investments in these funds will decline even

if the underlying investments perform well in local currency. In addition, our buyout and growth funds in Europe and certain

AlpInvest funds are Euro-denominated and may have investments denominated in U.S. dollar, British pound, or other

currencies. In the event the Euro appreciates, the market value of investments in these funds would decline even if the

underlying investments perform well in local currency.

We may employ hedging techniques to manage these risks, but we can offer no assurance that such strategies will be

effective or tax efficient. If we engage in hedging transactions, we may be exposed to additional risks associated with such

transactions. See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Risk management

activities may adversely affect the return on our and our funds’ investments” and “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.”

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.

Many of our investment funds invest a significant portion of their assets in the equity, debt, loans, or other securities of

issuers that are headquartered outside of the United States. International investments have increased and we expect will

continue to increase as a proportion of certain of our funds’ portfolios in the future. Investments in non-U.S. securities involve

certain factors not typically associated with investing in U.S. securities, including risks relating to:

•certain economic and political risks, including potential exchange control regulations and restrictions on our

non-U.S. investments and repatriation of profits on investments or of capital invested, the risks of war,

terrorist attacks, political, economic, or social instability, the possibility of expropriation or confiscatory

taxation, and adverse economic and political developments;

•the imposition of non-U.S. taxes on gains from the sale of investments or other distributions by our funds;

•the absence of uniform accounting, auditing, and financial reporting standards, practices, and disclosure

requirements and less government supervision and regulation;

•changes in laws or clarifications to existing laws that could impact our tax treaty positions, which could

adversely impact the returns on our investments;

•limitations on the deductibility of interest for income tax purposes in certain jurisdictions;

•differences in the legal and regulatory environment or enhanced legal and regulatory compliance;

•limitations on borrowings to be used to fund acquisitions or dividends;

•political hostility to investments by foreign or private equity investors, including increased risk of government

expropriation;

•less liquid markets;

•reliance on a more limited number of commodity inputs, service providers, and/or distribution mechanisms;

•adverse fluctuations in currency exchange rates and costs associated with conversion of investment principal

and income from one currency into another;

•more volatile or challenging market or economic conditions, including higher rates of inflation;

•higher transaction costs;

•less government supervision of exchanges, brokers, and issuers;

•less developed bankruptcy, limited liability company, corporate, partnership, and other laws (which may have

the effect of disregarding or otherwise circumventing the limited liability structures potentially causing the

actions or liabilities of one fund or a portfolio company to adversely impact us or an unrelated fund or

portfolio company);

•difficulty in enforcing contractual obligations (including, for example, purchase agreements and insurance

policies);

•less stringent requirements relating to fiduciary duties;

•fewer investor protections and less publicly available information about companies in certain non-U.S.

markets; and

•greater price volatility.

In addition, investments in companies that are based outside of the United States may be negatively impacted by

restrictions on international trade or the recent or potential imposition of tariffs. See “Risks Related to Our Business Operations

—Risks Related to the Assets We Manage—Trade negotiations and related government actions may create regulatory

uncertainty for our funds’ portfolio companies and our investment strategies and adversely affect the profitability of our funds’

portfolio companies.”

Our equity investments and some of our debt investments rank junior to investments made by others, exposing us to greater

risk of losing our investment.

In many cases, the companies in which we or our funds invest have, or are permitted to have, outstanding indebtedness

or equity securities that rank senior to our or our fund’s investment. By their terms, such instruments may provide that their

holders are entitled to receive payments of distributions, interest, or principal on or before the dates on which payments are to

be made in respect of our or our fund’s investment. In the event of insolvency, liquidation, dissolution, reorganization, or

bankruptcy of a company in which an investment is made, holders of securities ranking senior to our investment would

typically be entitled to receive payment in full before distributions could be made in respect of our investment. In addition, debt

investments made by us or our funds in our portfolio companies may be equitably subordinated to the debt investments made by

third parties in our portfolio companies. After repaying senior security holders, the company may not have any remaining assets

to use for repaying amounts owed in respect of our investment. To the extent that any assets remain, holders of claims that rank

equally with our investment would be entitled to share on an equal and ratable basis in distributions that are made out of those

assets. Moreover, during periods of financial distress or following insolvency, the ability of us or our funds to influence a

company’s affairs and to take actions to protect an investment will likely be substantially less than that of the senior creditors.

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.

The governing agreements of our investment funds contain only limited investment restrictions and only limited

requirements as to diversification of fund investments, either by geographic region or asset type. For example, we advise funds

that invest predominantly in the United States, Europe, Asia, and Japan, and we advise funds that invest in a single industry

sector, such as financial services, aviation, and power. During periods of difficult market conditions, slowdowns, or increased

borrower defaults in those sectors or geographic regions, decreased revenue, difficulty in obtaining access to financing, and

increased funding costs experienced by our funds may be exacerbated by this concentration of investments, which could result

in lower investment returns for our funds. Such concentration may increase the risk that events affecting a specific geographic

region or asset type could have an adverse or disparate impact on such investment funds, as compared to funds that invest more

broadly. Idiosyncratic factors impacting specific companies or securities can materially affect fund performance depending on

the size of the position.

Certain of our investment funds may invest in securities of companies that are experiencing significant financial or business

difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Such

investments may be subject to a greater risk of poor performance or loss.

Certain of our investment funds, especially our distressed funds, may invest in business enterprises involved in work-

outs, liquidations, reorganizations, bankruptcies, and similar transactions, and may purchase high risk receivables. An

investment in such business enterprises entails the risk that the transaction in which such business enterprise is involved either

will be unsuccessful, will take considerable time, or will result in a distribution of cash or a new security the value of which will

be less than the purchase price to the fund of the security or other financial instrument in respect of which such distribution is

received. In addition, if an anticipated transaction does not in fact occur, the fund may be required to sell its investment at a

loss. Investments in troubled companies may also be adversely affected by U.S. federal and state laws relating to, among other

things, fraudulent conveyances, voidable preferences, lender liability, and a bankruptcy court’s discretionary power to disallow,

subordinate, or disenfranchise particular claims. Investments in securities and private claims of troubled companies made in

connection with an attempt to influence a restructuring proposal or plan of reorganization in a bankruptcy case may also involve

substantial litigation, which has the potential to adversely impact us or unrelated funds or portfolio companies. Due to the

substantial uncertainty concerning the outcome of transactions involving financially troubled companies, there is a potential risk

of loss by a fund of its entire investment in such company.

In addition, at least one federal circuit court has determined that an investment fund could be liable for ERISA Title IV

pension obligations (including withdrawal liability incurred with respect to union multiemployer plans) of its portfolio

companies, if such fund is a “trade or business” and the fund’s ownership interest in the portfolio company is significant

enough to bring the investment fund within the portfolio company’s “controlled group.” While a number of cases have held that

managing investments is not a “trade or business” for tax purposes, the circuit court in this case concluded the investment fund

could be a “trade or business” for ERISA purposes based on certain factors, including the fund’s level of involvement in the

management of its portfolio companies and the nature of its management fee arrangements. Litigation related to the circuit

court’s decision suggests that additional factors may be relevant for purposes of determining whether an investment fund could

face “controlled group” liability under ERISA, including the structure of the investment and the nature of the fund’s

relationship with other affiliated investors and co-investors in the portfolio company. Moreover, regardless of whether an

investment fund is determined to be a “trade or business” for purposes of ERISA, a court might hold that one of the fund’s

portfolio companies could become jointly and severally liable for another portfolio company’s unfunded pension liabilities

pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as

noted above.

Contingent liabilities could harm fund performance.

We may cause our funds to acquire an investment that is subject to contingent liabilities. Such contingent liabilities

could be unknown to us at the time of acquisition or, if they are known to us, we may not accurately assess or protect against

the risks that they present. Acquired contingent liabilities could therefore result in unforeseen losses for our funds. In addition,

in connection with the disposition of an investment in a portfolio company, a fund may be required to make representations

about the business and financial affairs of such portfolio company typical of those made in connection with the sale of a

business. A fund may also be required to indemnify the purchasers of such investment to the extent that any such

representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities by a fund, even after the

disposition of an investment. Accordingly, the inaccuracy of representations and warranties made by a fund could harm such

fund’s performance.

We are reliant on third-party service providers for certain aspects of ourbusiness and are subject to risks in using prime

brokers, custodians, counterparties, administrators, and other agents.

We are reliant on other third-party service providers for certain technology platforms that facilitate the continued

operation of our business, including cloud-based services. We generally have less control over the delivery of such third-party

services and, as a result, may face disruptions to our ability to operate our business as a result of interruptions of such services.

A prolonged global failure of cloud services provided to us could result in cascading systems failures. In addition, we may not

be able to adapt our information systems and technology to accommodate our growth, or the cost of maintaining such systems

may increase materially from its current level, which could have a material adverse effect on us.

Many of our funds depend on the services of prime brokers, custodians, counterparties, administrators, and other

agents, including to carry out certain securities and derivatives transactions. The terms of these contracts are often customized

and complex, and many of these arrangements occur in markets or relate to products that are subject to limited or no regulatory

oversight. Some of our funds utilize prime brokerage arrangements with a relatively limited number of counterparties, which

has the effect of concentrating the transaction volume (and related counterparty default risk) of these funds with these

counterparties. Our funds are subject to the risk that the counterparty to one or more of these contracts defaults, either

voluntarily or involuntarily, on its performance under the contract. Any such default may occur suddenly and without notice to

us. Moreover, if a counterparty defaults, we may be unable to take action to cover our exposure, either because we lack

contractual recourse or because market conditions make it difficult to take effective action. This inability could occur in times

of market stress, which is when defaults are most likely to occur.

In addition, our risk management process may not accurately anticipate the impact of market stress or counterparty

financial condition and, as a result, we may not have taken sufficient action to reduce our risks effectively. Default risk may

arise from events or circumstances that are difficult to detect, foresee, or evaluate. Moreover, concerns about, or a default by,

one large participant could lead to significant liquidity problems for other participants, which may in turn expose us to

significant losses. Although we have risk management processes to ensure that we are not exposed to a single counterparty for

significant periods of time, given the large number and size of our funds, we often have large positions with a single

counterparty. For example, most of our funds have credit lines. If the lender under one or more of those credit lines were to

become insolvent, we may have difficulty replacing the credit line and one or more of our funds may face liquidity problems.

In the event of a counterparty default, particularly a default by a major investment bank or a default by a counterparty

to a significant number of our contracts, one or more of our funds may have outstanding trades that they cannot settle or are

delayed in settling. As a result, these funds could incur material losses and the resulting market impact of a major counterparty

default could harm our businesses, results of operation, and financial condition. In addition, under certain local clearing and

settlement regimes in Europe, we or our funds could be subject to settlement discipline fines. See “Risks Related to Our

Business Operations—Risks Related to the Assets We Manage—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.”

In the event of the insolvency of a prime broker, custodian, counterparty, or any other party that is holding assets of

our funds as collateral, our funds might not be able to recover equivalent assets in full as they will rank among the prime

broker’s, custodian’s, or counterparty’s unsecured creditors in relation to the assets held as collateral. In addition, our funds’

cash held with a prime broker, custodian, or counterparty generally will not be segregated from the prime broker’s, custodian’s,

or counterparty’s own cash, and our funds may therefore rank as unsecured creditors in relation thereto. If our derivatives

transactions are cleared through a derivatives clearing organization, the CFTC has issued final rules regulating the segregation

and protection of collateral posted by customers of cleared and uncleared swaps. The CFTC is also working to provide new

guidance regarding prime broker arrangements and intermediation generally with regard to trading on swap execution facilities.

The counterparty risks that we face have increased in complexity and magnitude over time. For example, in certain

areas the number of counterparties we face has increased and may continue to increase, which may result in increased

complexity and monitoring costs. Conversely, in certain other areas, the consolidation and elimination of counterparties has

increased our concentration of counterparty risk and decreased the universe of potential counterparties, and our funds are

generally not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with

one counterparty. In addition, counterparties have in the past and may in the future react to market volatility by tightening

underwriting standards and increasing margin requirements for all categories of financing, which may decrease the overall

amount of leverage available and increase the costs of borrowing.

Our investments are subject to a number of inherent and significant risks.

Our results are highly dependent on our continued ability to generate attractive returns from our investments.

Investments made by our business segments involve a number of significant risks, including the following:

•we advise funds that invest in businesses that operate in a variety of industries that are subject to extensive

domestic and foreign regulation, such as the telecommunications industry, the aerospace, defense and

government services industry, the life sciences industry, and the healthcare industry (including companies that

supply equipment and services to governmental agencies), that may involve greater risk due to rapidly

changing market and governmental conditions in those sectors;

•significant failures of our investments to comply with laws and regulations applicable to them may expose us

to liabilities, fines, or penalties, could affect the ability of our funds to invest in other companies in certain

industries in the future, and could harm our reputation;

•companies in which investments are made may have limited financial resources and may be unable to meet

their obligations, which may be accompanied by a deterioration in the value of their equity securities or any

collateral or guarantees provided with respect to their debt;

•companies or assets in which investments are made are more likely to depend on the management talents and

efforts of a small group of persons and, as a result, the death, disability, resignation, or termination of one or

more of those persons could have a material adverse impact on their business and prospects and the

investment made;

•companies in which investments are made may be businesses or divisions acquired from larger operating

entities that may require a rebuilding or replacement of financial reporting, information technology,

operations, and other areas;

•companies or assets in which investments are made may from time to time be parties to litigation, may be

engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may

require substantial additional capital to support their operations, finance expansion, or maintain their

competitive position;

•instances of fraud, corruption, and other deceptive practices committed by senior management of portfolio

companies in which our funds invest may undermine our due diligence efforts with respect to such companies

and, upon the discovery of such fraud, negatively affect the valuation of a fund’s investments as well as

contribute to overall market volatility that can negatively impact a fund’s investment program;

•our funds may make investments that they do not advantageously dispose of prior to the date the applicable

fund is dissolved, either by expiration of such fund’s term or otherwise, resulting in a lower than expected

return on the investments and, potentially, on the fund itself;

•our funds generally establish the capital structure of portfolio companies on the basis of the financial

projections based primarily on management judgments and assumptions, and general economic conditions

and other factors may cause actual performance to fall short of these financial projections, which could cause

a substantial decrease in the value of our equity holdings in the portfolio company and cause our funds’

performance to fall short of our expectations;

•our transactions involve complex tax structuring that could be challenged or disregarded, which may result in

losing treaty benefits or would otherwise adversely impact our investments; and

•executive officers, directors, and employees of an equity sponsor may be named as defendants in litigation

involving a company or asset in which an investment is made or is being made.

Our private equity funds’ performance, and our performance, has been and may in the future be adversely affected by the

financial performance of our portfolio companies and the industries in which our funds invest.

Our performance and the performance of our private equity funds are significantly impacted by the value of the

companies in which our funds have invested. Our funds invest in companies in many different industries, each of which is

subject to volatility based upon a variety of factors, including economic, market, and geopolitical factors. During recessions,

periods of elevated uncertainty, or phases of challenging economic and market conditions, we experience significant

fluctuations in the fair value of securities held by our funds. Obstacles to growth in the near-term are numerous, such as

geopoliticaland domestic political uncertainty, large fiscal deficits, the risk of stickier inflation, unexpected shifts in monetary

and fiscal policy, depressed labor force participation, the risk of labor shortages in the face of more restrictive immigration

policies, high levels of public debt, slowing population growth, supply chain pressures, and economic stress outside the United

States. These factors and other general economic trends may impact the performance of our portfolio companies in many

industries and geographies. In addition, the value of our investments in portfolio companies in the financial services industry is

impacted by the overall health and stability of the credit and equity markets. The U.S. dollar rose 7.1% in 2024 on a broad

trade-weighted basis, with gains concentrated in the post-October timeframe. A very strong U.S. dollar depresses the profits of

domestic companies with significant foreign revenues, increases inflation risk in other economies as the cost of U.S. goods and

services rises in local currency terms, increases default risk on U.S. dollar-denominated loans and bonds issued by businesses

domiciled in emerging market economies (“EMEs”), and exacerbates food and energy crises in EMEs as most commodities are

invoiced in dollars. A sustained period of elevated U.S. dollar value relative to global currencies would perpetuate and worsen

these trends. An increase in emerging market corporate or sovereign defaults could further impair funding conditions or depress

asset prices in these economies.

The performance of our private equity funds, and our performance, may be adversely affected to the extent our fund

portfolio companies experience adverse performance or additional pressure due to exogenous factors, such as the Russian

invasion of Ukraine and another pandemic or global health crisis like the COVID-19 pandemic. For example, during 2022, we

recorded an impairment charge of $4.0 million on certain acquired contractual rights related to Carlyle Aviation Partners as a

result of impaired income streams from aircraft under lease in Russia. In addition, the performance of our investment funds and

our portfolio companies may be adversely affected by increases in inflationary pressures such as employee wage growth or

rising input costs, which could compress profit margins, particularly at our portfolio companies that are unable to effectively

increase prices in response. Rapid and unforeseen technological transformation, such as the recent emergence of large language

models and generative AI, may introduce the risk of obsolescence to portfolio companies and negatively affect their

performance. With respect to real estate, various factors could have an adverse effect on investment performance, including,

among others, deflation in consumer prices, a low level of consumer confidence in the economy, and/or the residential real

estate market and rising mortgage interest rates. In response to financial difficulties that are currently being experienced or that

may be experienced in the future by certain portfolio companies or real estate investments, we may consider legal, regulatory,

tax, or other factors in determining the steps we may take to support such companies or investments, which may include

enhancing the management team or funding additional capital investments from our investment funds, our senior Carlyle

professionals, and/or us. The actions we may take to support companies or investments experiencing financial difficulties may

not be successful in remedying the financial difficulties and our investment funds, our senior Carlyle professionals, or we may

not recoup some or all of any capital investments made in support of such companies or investments.

Our CLO business and investment into CLOs involves certain risks.

CLOs may present risks similar to other types of debt obligations and, in fact, such risks may be of greater significance

in the case of CLOs. In this respect, CLOs invest on a leveraged basis in loans or securities that are themselves highly leveraged

investments in the underlying collateral, which increases both the opportunity for higher returns as well as the magnitude of

losses compared to unlevered investments. As a result of such funds’ leverage position, CLOs and their investors are at risk of

suffering losses. For example, investments in structured vehicles, including equity and debt securities issued by CLOs, involve

risks such as liquidity risk, credit risk, and market risk. Changes in interest rates and credit quality may cause short-term price

fluctuations, increase in credit spreads, decline in ratings, or longer-term impairment. In addition, a reduction in the liquidity of

the credit markets may result in an increase in credit spreads and a decline in ratings, performance, and market values for

leveraged loans. We have significant exposure to these markets through our investment in our CLO funds.

In addition to the general risks associated with investing in debt and equity securities, CLO securities carry additional

risks, including, but not limited to, the possibility that distributions from collateral assets will be inadequate to make interest,

management fee, or other payments to Carlyle in its capacity as equity holder or manager, respectively, and the quality of the

collateral may decline in value, default, or be downgraded. Moreover, changes in the collateral held by a CLO may cause

payments on the instruments we hold to be reduced, either temporarily or permanently. Non-payment could result in a reduction

of our income and revenues. CLO securities may be less liquid than other types of securities and are often more volatile than the

individual assets that make-up the CLOs. In addition, CLOs and other structured finance securities may be subject to

prepayment risk. Further, the performance of a CLO or other structured finance security is generally affected by a variety of

factors, including the security’s priority in the capital structure of the issuer thereof, the availability of any credit enhancement,

the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans, or other assets

that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize

upon any related collateral, and the capability of the servicer of the securitized assets. There are also risks that the trustee of a

CLO does not properly carry out its duties to the CLO, potentially resulting in loss to the CLO. Moreover, the complex

structure of the security may produce unexpected investment results, especially during times of market stress or volatility.

Investments in structured finance securities may also be subject to liquidity risk.

During 2024, we earned over$200 million in management fees from our CLOs, prior to the effects of consolidation, of

which nearly 65% are in the form of subordinated fees. The subordinated fees we generate from our CLO business could be

negatively impacted if one or more CLOs fail certain tests related to overcollateralization (including the interest diversion test)

set forth in their respective indentures. In the event that worsening credit conditions and/or a deterioration in loan performance

generally leads to defaults or downgrades of the CLOs’ underlying collateral obligations, one or more CLOs could fail one or

more overcollateralization tests and/or interest diversion tests. These risks are correlated, as when an underlying collateral

obligation defaults or is downgraded below a certain threshold, such collateral obligation is then carried below par for the

purpose of overcollateralization and interest diversion testing, making a failure of any such test more likely to occur. Any such

failure would result in funds otherwise available to pay the management fees we earn on such investment vehicle to instead be

used to either pay down the principal on the securities issued by such vehicle in an amount necessary to cause such tests to pass

or purchase sufficient collateral in an amount necessary to cause such CLO to pass such tests. If either of these scenarios

occurred, there is the potential that the remaining funds would be insufficient to pay expected management fees on any such

CLO, which would result in either a temporary deferral or permanent loss of such management fees.

Underwriting, syndicating, and securities placement activities expose us to risks.

TCG Capital Markets may act as an underwriter, syndicator, or placement agent for security offerings and TCG

Senior Funding L.L.C. may act as an underwriter, originator, syndicator, or placement agent in loan originations. If we are

unable to sell securities or place loans at the anticipated price levels where we act as an underwriter, syndicator, or placement

agent, we may incur losses and suffer reputational harm.

As an underwriter, syndicator, or placement agent, we also may be subject to potential liability for material

misstatements or omissions in prospectuses and other offering documents relating to offerings we underwrite, syndicate, or

place. In certain situations, we may have liabilities arising from transactions in which our investment fund may participate as a

purchase or a seller of securities, which could constitute a conflict of interest or subject us to damages or reputational harm.

Our Global Investment Solutions business is subject to additional risks.

Our Global Investment Solutions business is subject to additional risks, including the following:

•The Global Investment Solutions business is subject to business and other risks and uncertainties generally

consistent with our business as a whole, including legal, tax, and regulatory risks; the avoidance or

management of conflicts of interest; the ability to attract and retain investment professionals and other

personnel; and risks associated with the acquisition of new investment platforms.

•Pursuant to our current arrangements with the various businesses, we restrict our participation in the

investment activities undertaken by our Global Investment Solutions segment (including with respect to

AlpInvest), which may in turn limit our ability to address risks arising from their investment activities. For

example, although we maintain ultimate control over AlpInvest, its management team (who are our

employees) continues to exercise independent investment authority without involvement by other Carlyle

personnel. For so long as these arrangements are in place, we will observe substantial restrictions on our

ability to access investment information or engage in day-to-day participation in the AlpInvest investment

businesses, including a restriction that AlpInvest investment decisions are made and maintained without

involvement by other Carlyle personnel and that no specific investment data, other than data on the

investment performance of its investment funds and managed accounts, will be shared. Generally, we have a

reduced ability to identify or respond to investment and other operational issues that may arise within the

Global Investment Solutions business, relative to other Carlyle investment funds.

•Similar to other parts of our business, Global Investment Solutions is seeking to broaden its investor base by

raising funds and advising separate accounts for investors on an account-by-account basis and the number and

complexity of such investor mandates and fund structures has increased as a result of continuing fundraising

efforts, and the activation of mandates with existing investors.

•Conflicts may arise between such Global Investment Solutions funds or separate managed accounts (e.g.,

competition for investment opportunities), and in some cases conflicts may arise between a Global Investment

Solutions fund or managed account and a Carlyle fund. In addition, certain managed accounts may have

different or heightened standards of care, and if they invest in other investment funds sponsored by us could

result in lower management fees and carried interest to us than Carlyle’s typical investment funds.

•Our Global Investment Solutions business is separated from the rest of the firm by an informational wall

designed to prevent certain types of information from flowing from the Global Investment Solutions platform

to the rest of the firm. This information barrier limits the collaboration between our investment professionals

with respect to specific investments.

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.

Investments in our real estate funds are subject to the risks inherent in the ownership and operation of real estate and

real estate-related businesses and assets. These risks include the following:

•those associated with the burdens of ownership of real property;

•general and local economic conditions;

•changes in supply of and demand for competing properties in an area (as a result, for instance, of

overbuilding);

•changes in interest rates and related increases in borrowing costs;

•fluctuations in the average occupancy and room rates for hotel and student housing properties;

•changes in demand for commercial office properties (including as a result of an increased prevalence of

remote work);

•population and demographic shifts;

•the financial resources of tenants;

•defaults by borrowers or tenants;

•changes in building, environmental, zoning, and other laws;

•restrictive covenants, encumbrances, and other land or use restrictions;

•failure to obtain necessary approvals and/or permits;

•energy and supply shortages;

•casualty or condemnation losses;

•various uninsured or uninsurable risks;

•natural disasters, including increased physical risks from climate change such as event-driven exposures

resulting from the increased severity of extreme weather events, such as cyclones, hurricanes, wildfires, or

floods, and consequences of longer-term shifts in climate patterns, for example, sustained higher temperatures

that may cause sea levels to rise or chronic heat waves, and the effects of climate change on supply and

demand;

•changes in government statutes, regulations, or regulatory action or regulatory interpretation at the federal,

state, or local level (such as vacancy control, rent control, pricing software or practices, and climate change);

•changes in the way real estate is occupied as a result of pandemics or other unforeseen events;

•changes in real property tax rates and operating expenses;

•the reduced availability of mortgage funds or other forms of financings, including construction financing,

which may render the sale or refinancing of properties difficult or impracticable;

•inability to meet debt obligations;

•breaches by third parties of their contractual obligations, including ground lessors, ground lessees, landlords,

and tenants;

•claims by third parties, including adjacent landowners, and homeowners’ associations;

•negative developments in the economy that depress travel and leasing activity or rents;

•environmental liabilities;

•contingent liabilities on disposition of assets;

•increase in insurance premiums and changes to the insurance market;

•unexpected cost overruns and delays in connection with development projects;

•terrorist attacks, war, and other factors that are beyond our control; and

•dependence on local operating partners.

Our real estate funds’ portfolio investments are subject to various risks that cause fluctuations in occupancy, rental

rates, operating income, and expenses or that render the sale or financing of the funds’ portfolio investment properties difficult

or unattractive, which risks were exacerbated by the COVID-19 pandemic and may be further exacerbated by another pandemic

or global health crisis. For example, following the termination or expiration of a tenant’s lease, there could be a period of time

before a funds’ portfolio investment will begin receiving rental payments under a replacement lease. During that period, the

portfolio investments (and, indirectly, the funds) will continue to bear fixed expenses such as interest, real estate taxes,

maintenance, and other operating expenses. In addition, declining economic conditions could impair the portfolio investments’

ability to attract replacement tenants and achieve rental rates equal to or greater than the rents paid under previous leases.

Increased competition for tenants would require the portfolio investments to make capital improvements to properties that we

would not otherwise have planned. Any unbudgeted capital improvements that a fund undertakes may divert cash that would

otherwise be available for distribution to investors. To the extent that the portfolio investments are unable to renew leases or re-

let spaces as leases expire, decreased cash flow from tenants will result, which would adversely impact the relevant fund’s

returns. Our real estate funds may also make investments in residential real estate projects and/or otherwise participate in

financing opportunities relating to residential real estate assets or portfolios thereof from time to time, which may be more

highly susceptible to adverse changes in prevailing economic and/or market conditions and present additional risks relative to

the ownership and operation of commercial real estate assets.

With regard to potential environmental liabilities, ownership of real assets in our investment funds or vehicles may

increase our risk of liability under laws that impose, regardless of fault, joint and several liability for the cost of remediating

contamination and compensation for damages. In addition, changes in environmental laws or regulations or the environmental

condition of an investment may create liabilities that did not exist at the time of acquisition. Even in cases where we are

indemnified by a seller against liabilities arising out of violations of environmental laws and regulations, there can be no

assurance as to the financial viability of the seller to satisfy such indemnities or our ability to achieve enforcement of such

indemnities.

In addition to real property assets, our real estate funds may also invest in real estate related operating companies such

as logistics hubs, data centers, marinas, or certain event spaces. These investments are similar to the portfolio investments made

by our buyout and growth funds and are subject to similar risks and uncertainties as apply to those operating companies. See

“Risks Related to Our Business Operations—Risks Related to the Assets We Manage—The investments of our private equity

funds are subject to a number of inherent risks.”

Real estate markets may experience sharp increases in capitalization rates and declines in value as a result of overall

economic decline and the limited availability of financing and the value of certain investments in our real estate funds may

decline significantly. In addition, if our real estate funds acquire direct or indirect interests in undeveloped land or

underdeveloped real property, which may often be non-income producing, they will be subject to the risks normally associated

with such assets and development activities, including risks relating to the availability and timely receipt of zoning and other

regulatory or environmental approvals, the cost and timely completion of construction (including risks beyond the control of

our fund, such as weather or labor conditions or material shortages), and the availability of both construction and permanent

financing on favorable terms. Moreover, our real estate funds’ properties are often managed by a third party, which makes us

dependent upon such third parties and subjects us to risks associated with the actions of such third parties. Any of these factors

may cause the value of the investments in our real estate funds to decline, which may have a material impact on our results of

operations.

In addition, lenders in commercial real estate financing typically require a non-recourse carveout guarantee and

environmental indemnity, which typically provides that the lender can recover losses from guarantors for certain bad acts, such

as fraud or intentional misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds,

voluntary incurrence of prohibited debt, and environmental losses sustained by the lender. For our acquisitions, non-recourse

carveout guarantees and environmental indemnities may be extended by our funds. We expect that commercial real estate

financing arrangements generally will increasingly continue to require non-recourse carveout guarantees and environmental

indemnities. In addition, lenders may require interest, carry, and/or payment guarantees in connection with a real estate

financing arrangement, which may be provided by the fund. In the event that any such guarantee or indemnity is called, a fund’s

or our assets could be negatively impacted and we or our funds may be subject to liability.

The acquisition, ownership, and disposition of real properties carry certain specific litigation risks. Litigation may be

commenced with respect to a property acquired in relation to events or circumstances relating to periods prior to the acquisition

of such property. In addition, at the time of disposition, other potential buyers may bring claims related to the asset or for due

diligence expenses or other damages. After the sale of a real estate asset, buyers may later sue our funds or us for losses

associated with latent defects or other problems not uncovered in due diligence. Litigation can arise for events or circumstances

that occur or are alleged to occur during the ownership period.

We or our funds may also be subject to certain risks associated with investments and, in particular, real estate-related

assets. Real estate investment trusts (“REITs”) and other types of owners may be affected by changes in the value of their

underlying properties and defaults by borrowers or tenants and, in the case of REITs, changes in tax laws or by a failure to

qualify for tax-free pass through income could impair a REIT’s ability to generate cash flows to make distributions.

Qualification as a REIT also depends on a REIT’s ability to meet various requirements imposed by the U.S. Internal Revenue

Code of 1986, as amended (the “Code”), which relate to organizational structure, annual distributions, diversity of stock

ownership, and certain restrictions with regard to the nature of their assets and the sources of their income. If a REIT fails to

qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax at regular corporate rates, and applicable

state and local taxes, which would reduce the amount of cash available for distribution to its stockholders.

Investments in real estate debt investments may be unsecured and/or subordinated to a substantial amount of

indebtedness and may not be protected by financial covenants. Non-performing real estate loans may require a substantial

amount of workout negotiations and/or modification, which may entail, among other things, a substantial reduction in the

interest rate and a substantial write-down of the principal of such loan. Investments in commercial mortgage loans are subject to

risks of delinquency, foreclosure, and loss of principal. In the event of any default under a mortgage loan held directly by us or

one of our funds, we or our fund will bear a risk of loss of principal to the extent of any deficiency between the value of the

collateral and the principal and accrued interest of the loan. Investments in distressed assets or businesses may have little or no

near-term cash flow, involve a high degree of risk and, if subject to bankruptcy or insolvency, could be subordinated or

disallowed.

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.

Our energy teams focus on investments in businesses involved in oil and gas production, development, and

exploration, which can be a speculative business involving a high degree of risk, including:

•the use of new technologies;

•reliance on estimates of oil and gas reserves in the evaluation of available geological, geophysical,

engineering, and economic data for each reservoir;

•encountering unexpected formations or pressures, premature declines of reservoirs, blow-outs, equipment

failures and other accidents in completing wells and otherwise, cratering, sour gas releases, uncontrollable

flows of oil, natural gas or well fluids, adverse weather conditions, pollution, fires, spills, and other

environmental risks;

•the volatility of oil and natural gas prices and its impact on the demand for oil and gas products and services

(climate change related or otherwise); and

•potential contributions to climate change, as well as regulations and stakeholder scrutiny related to the same.

Oil, gas, and product prices are subject to international supply and demand dynamics and, as a consequence, related

margins can be volatile. In general, political developments, global conflicts such as Russia’s invasion of Ukraine and the war

between Israel and Hamas, see-sawing supply-demand dynamics, technological change, global macroeconomic conditions,

public health risks, and changes in the influence of the Organization of Petroleum Exporting Countries (“OPEC”) may continue

to impact commodity prices going forward and the financial performance of some of our existing and future investments. Our

investments that are exposed to energy prices, either as consumers or producers of energy, and their financial performance has

been, and is likely to continue to be, affected by the continued volatility in energy prices. To the extent that current conditions

persist or worsen, there may be adverse impacts on the financial performance of the affected businesses, on the availability of

financing or credit to them as well as their asset prices and valuations.

Oil prices tend to experience significant volatility in response to macroeconomic trends, trade developments,

geopolitical events, and data on inventories, global demand, future supply, and U.S. dollar strength. Prices for oil and natural

gas are subject to wide fluctuation in response to relatively minor changes in the supply of and demand for oil and natural gas,

as well as numerous additional factors such as market uncertainty, speculation, the level of consumer product demand, the

refining capacity of oil purchasers, weather conditions, domestic and non-U.S. governmental regulations (including with respect

to trade and economic sanctions), appreciation or depreciation of the U.S. dollar, the price and availability of alternative fuels,

political conditions in the Middle East, Africa, and Eastern Europe, actions of the OPEC, the non-U.S. supply of oil and natural

gas, U.S. and global inventories, the price of non-U.S. imports, and overall economic conditions. In addition, changes in

commodity prices can vary widely from one location to the next depending upon the characteristics of the production and the

availability of gathering, transportation, processing, and storage facilities used to transport the oil and gas to markets. In the

event that oil prices decline sharply in the future, or fail to sustain upward price momentum, it is possible our portfolio could be

adversely impacted. In the event that global commodity market dislocations persist and energy prices stay elevated or increase

sharply in the future, it is possible that our portfolio could be adversely impacted by potential changes in the fiscal regimes that

the host countries of our investments apply to energy producers.

In order to better manage these risks, we seek to help a subset of portfolio companies accelerate progress related to

climate change and the energy transition. For example, we help select companies to measure, monitor, and manage their carbon

emissions, set decarbonization goals and associated pathways, and consider investments in new technologies to build additional

long-term value in these companies, and position them to find opportunities in response to changing market dynamics;

however, there is no guarantee that such efforts will be successful.

Investments in the natural resources industry, including the infrastructure, energy, power, and renewables industries,

involve various operational, construction, and regulatory risks.

Natural Resources. Our natural resources portfolio companies may face construction and operational risks typical for

energy, infrastructure, and power generation infrastructure businesses, including, among other things:

•labor disputes, work stoppages, or shortages of skilled labor;

•shortages of fuels or materials;

•slower than projected construction progress and the unavailability or late delivery of necessary equipment;

•delays caused by or in obtaining the necessary regulatory approvals or permits;

•adverse weather conditions and unexpected construction conditions;

•accidents or the breakdown or failure of equipment or processes;

•difficulties in obtaining suitable or sufficient financing; and

•force majeure or catastrophic events such as explosions, fires, and terrorist activities and other similar events

beyond our control.

Such developments could result in substantial unanticipated delays or expenses and, under certain circumstances,

could prevent completion of construction activities once undertaken. Construction costs may exceed estimates for various

reasons, including inaccurate engineering and planning, labor and building material costs in excess of expectations, and

unanticipated problems with project start-up. Such unexpected increases may result in increased debt service costs and funds

being insufficient to complete construction. Portfolio investments under development or portfolio investments acquired to be

developed may receive little or no cash flow from the date of acquisition through the date of completion of development and

may experience operating deficits after the date of completion. In addition, market conditions may change during the course of

development that make such development less attractive than at the time it was commenced. Any events of this nature could

severely delay or prevent the completion of, or significantly increase the cost of, the construction. There also are risks inherent

in the construction work that may give rise to claims or demands against one of our portfolio companies from time to time.

Delays in the completion of any energy or power project may result in lost revenues or increased expenses, including higher

operation and maintenance costs related to such portfolio company.

Infrastructure. Investment in infrastructure assets involves certain differentiated risks. Project revenues can be affected

by a number of factors. Unanticipated changes in the availability or price of inputs necessary for the operation of infrastructure

assets may adversely affect the overall profitability of the investment or related project. Events outside the control of a portfolio

company, such as political action, governmental regulation (including potential climate change initiatives), demographic

changes, economic growth, increasing fuel prices, government macroeconomic policies, service or product prices, social

stability, competition from other businesses and infrastructure, natural disasters (climate change related or otherwise), changes

in weather patterns, changes in demand for products or services, bankruptcy or financial difficulty of a major customer, and acts

of war or terrorism, could significantly reduce the revenues generated or significantly increase the expense of constructing,

operating, maintaining, or restoring infrastructure facilities. In turn, this may impair a portfolio company’s ability to repay its

debt, make distributions, or even result in termination of an applicable concession or other agreement. Although portfolio

companies may maintain insurance to protect against certain risks, where available on reasonable commercial terms (such as

business interruption insurance that is intended to offset loss of revenues during an operational interruption), such insurance is

subject to customary deductibles and coverage limits and may not be sufficient to recoup all of an investment’s losses.

Moreover, once infrastructure assets of investments become operational, they may face competition from other infrastructure

assets in the vicinity of the assets they operate, the presence of which depends in part on governmental plans and policies, over

which we have no control.

Infrastructure investments are subject to substantial government regulation and governments have considerable

discretion to implement regulations that could affect the business of infrastructure investing. In many instances, the operation or

acquisition of infrastructure assets involves an ongoing commitment to or from a governmental agency, and the operation of

infrastructure assets often relies on government permits, licenses, concessions, leases, or contracts. The nature of these

obligations and dependencies exposes the owners of infrastructure assets to a higher level of regulatory control than typically

imposed on other businesses, resulting in government entities having significant influence over such owners.

Where a portfolio company holds a concession or lease from the government, the concession or lease may restrict the

portfolio company’s ability to operate the business in a way that maximizes cash flows and profitability. The lease or

concession may also contain clauses more favorable to the government counterparty than a typical commercial contract. For

instance, the lease or concession may enable the government to terminate the lease or concession in certain circumstances

without requiring payment of adequate compensation.

Energy and Power. The development, operation, and maintenance of power generation or infrastructure facilities

involves various operational risks, which can include mechanical and structural failure, accidents, labor issues, or the failure of

technology to perform as anticipated. Events outside our control, such as economic developments, changes in fuel prices or the

price of other feedstocks, governmental policies, demand for energy, and similar events, could materially reduce the revenues

generated or increase the expenses of constructing, operating, maintaining, or restoring power generation businesses. Such

developments could impair a portfolio company’s ability to repay its debt or conduct its operations. We may also choose to or

be required to decommission a power generation facility or other asset. The decommissioning process could be protracted and

result in the incurrence of significant financial and/or regulatory obligations or other uncertainties.

We may acquire equity interests in development projects, including, for example, transmission and power facility

developments and/or in businesses that engage in transmission and power facility development. To the extent that we invest in

such development activities, it will be subject to the risks normally associated with such activities. Such risks include, among

others, risks relating to the availability and timely receipt of zoning and other regulatory approvals, the cost and timely

completion of construction (including risks beyond our control, such as weather or labor conditions or material shortages), and

the availability of both construction and permanent financing on favorable terms. These risks could result in substantial

unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once

undertaken, any of which could have an adverse effect on the financial condition and results of operations.

Investments in electric utility industries both in the United States and abroad continue to experience increasing

competitive pressures, primarily in wholesale markets, as a result of consumer demands, technological advances, greater

availability of natural gas, and other factors. Changes in regulation may support not only consolidation among domestic

utilities, but also the disaggregation of vertically integrated utilities into separate generation, transmission, and distribution

businesses. As a result, additional significant competitors could become active in the independent power industry.

We invest in companies that produce hydrocarbons, the combustion of which releases greenhouse gases linked to

climate change. Governmental and regulatory bodies, investors, consumers, and other stakeholders recently have focused on

combating climate change and a number of jurisdictions have adopted, or are considering the adoption of, regulatory

frameworks to reduce greenhouse gas emissions, although such approach continuing, particularly in the United States, is

uncertain given the new administration and Congress. These include adoption of cap-and-trade regimes, carbon taxes,

restrictive permitting, increased efficiency standards, climate-related reporting, and incentives or mandates for renewable

energy, among others. Compliance with these regulatory requirements could be costly, lengthen project implementation times,

and, together with changes in consumer preferences and technological advances in the alternative energy sector, reduce demand

for hydrocarbons, as well as shift hydrocarbon demand toward relatively lower-carbon sources such as natural gas. Current and

pending greenhouse gas regulations or policies may also increase compliance costs for us and/or our portfolio companies, such

as for monitoring or sequestering emissions, and promote alternatives to hydrocarbons. Companies that produce hydrocarbons

are also increasingly subject to the risk of activism, litigation, and regulatory enforcement related to such companies’

operations, or actual or alleged environmental impacts, as well as increased scrutiny from lenders with regard to sustainability

considerations. Such requirements, as well as social, economic, and technological developments, could have a negative impact

on our ability to obtain suitable or sufficient financing, exit certain of our energy investments, or adversely affect the expected

returns of new investment opportunities.

Investments may not receive the initial regulatory approval or license needed to acquire or otherwise operate an

investment, including after substantial costs have been incurred pursuing such investment. Additional or unanticipated

regulatory approvals, including, for example, renewals, extensions, transfers, assignments, reissuances, or similar actions, may

be required to acquire or operate infrastructure assets, and additional approvals may become applicable in the future due to a

change in laws and regulations, a change in the portfolio company’s customer(s) or for other reasons. Moreover, permits or

special rulings may be required on taxation, financial, and regulatory related issues. There can be no assurance that a portfolio

company will be able to (i) obtain all required regulatory approvals that it does not yet have or that it may require in the future,

(ii) obtain any necessary modifications to existing regulatory approvals, or (iii) maintain required regulatory approvals. Any

delay in obtaining or failure to obtain and maintain in full force and effect any regulatory approvals, or amendments thereto, or

delay or failure to satisfy any regulatory conditions or other applicable requirements could prevent operation of a facility, sales

to third parties, or could result in additional costs and adversely impact the returns generated by the investment.

Environmental laws, regulations, and regulatory initiatives (including potential climate change initiatives) play a

significant role in the power, infrastructure, and renewable and alternative energy industry and can have a substantial impact on

investments in this industry. A portfolio company’s projects may be subject to changing and increasingly stringent

environmental and health and safety laws, regulations, and permit requirements. For example, global initiatives to minimize

pollution have played a major role in the increase in demand for natural gas and alternative energy sources, creating numerous

new investment opportunities. Conversely, required expenditures for environmental compliance have adversely impacted

investment returns in a number of segments of the industry. The energy and power industry will continue to face considerable

oversight from environmental regulatory authorities and significant influence from non-governmental organizations and special

interest groups. Our investment funds may invest in portfolio companies that are subject to changing and increasingly stringent

environmental and health and safety laws, regulations, and permit requirements.

Renewables. Estimates of factors such as solar energy intensity and movement of wind and water flow (for solar, wind,

and hydroelectric power, respectively) by qualified engineers are often a key factor in valuing certain energy and power

companies. The process of making these estimates is complex, requiring significant decisions and assumptions in the evaluation

of available geological, geophysical, engineering, and economic data. Estimates or projections of market conditions and supply

and demand dynamics are key factors in evaluating potential investment opportunities and valuing the investments and related

assets. The aforementioned estimates are subject to wide variances based on changes in market conditions, underlying

assumptions, and technical or investment-related assumptions.

The operation and financial performance of any renewable energy investment will be significantly dependent on

governmental policies and regulatory frameworks that support renewable energy sources. Investments in renewable energy and

related businesses and/or assets currently enjoy support from national, state, and local governments and regulatory agencies

designed to finance or support the financing development thereof, such as the U.S. federal investment tax credit and federal

production tax credit, U.S. Department of the Treasury grants, various renewable and alternative portfolio standard

requirements enacted by several states, renewable energy credits, and state-level utility programs, such as system benefits

charge and customer choice programs. Similar support, initiatives, and arrangements exist in non-U.S. jurisdictions as well,

such as in the European Union. Non-U.S. jurisdictions may have more variable views on policies regarding renewable energy

(and, for example, may be more willing or likely to abandon initiatives regarding renewable energy in favor of more carbon-

intensive forms of traditional energy generation). The combined effect of these programs is to subsidize in part the

development, ownership, and operation of renewable energy projects, particularly in an environment where the low cost of

fossil fuel may otherwise make the cost of producing energy from renewable sources uneconomic. There can be no assurance

that government support for renewable energy will continue, that favorable legislation will pass, or that the electricity produced

by renewable energy investments will continue to qualify for support through renewable portfolio standards programs. The

elimination of, or reduction in, government policies (including favorable tax policies) that support renewable energy could have

a material adverse effect on a renewable energy portfolio company’s financial condition or results of operation. Conversely,

because policies favoring renewable energy initiatives may involve economic disincentives on more carbon-intensive forms of

traditional energy generation, such policies may adversely affect other investments that do not involve renewable energy

projects.

Climate change and regulatory and other efforts to reduce climate change could adversely affect our business.

We and our funds’ portfolio companies face a number of risks associated with climate change, including both

transition and physical risks. The transition risks that could impact our company and our funds’ investments in portfolio

companies include those risks related to the impact of current and potential U.S. and foreign climate-and ESG-related

legislation and regulation, as well as risks arising from climate-related business trends. In addition, we and our funds’

investments in portfolio companies are subject to risks stemming from the physical impacts of climate change.

New climate change-related regulations or interpretations of existing laws may result in enhanced or conflicting

disclosure obligations that could negatively affect us or our funds’ investments in portfolio companies and also materially

increase our regulatory burden. Increased and/or conflicting applicable or proposed regulations generally increase the costs to

us, our funds, and our funds’ portfolio companies, and those higher costs may continue to increase if new laws require

additional resources, including spending more time, hiring additional personnel, or investing in new technologies. Moreover,

significant increases in regulatory compliance expenses may negatively impact our funds and their portfolio company

investments. In particular, compliance with climate and other sustainability or ESG-related rules in the European Union and the

United Kingdom is expected to result in increased legal and compliance costs and expenses, which would be borne by us, our

funds, and/or our funds’ portfolio companies. In addition, our funds’ portfolio companies could face transition risk if GHG-

related regulations or taxes are implemented. See “Risks Related to Regulation and Litigation—Regulatory initiatives in

jurisdictions outside the United States could adversely affect our business” and “Increasing scrutiny from stakeholders on

sustainability matters, including our ESG reporting, exposes us to reputational and other risks.”

We also face business trend-related climate risks. Certain fund investors are increasingly taking into account the

consideration for or lack of ESG factors, including climate risks, in determining whether to invest in the funds we manage. In

addition, our reputation and investor relationships could be damaged as a result of our involvement, or our funds’ involvement,

in certain industries, portfolio companies, or transactions associated with activities perceived to be causing or exacerbating

climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations

relating to climate change.

Moreover, significant physical effects of climate change, including extreme weather events, such as hurricanes,

wildfires or floods, can also have an adverse impact on certain of our funds’ investments in portfolio companies and other

investments, particularly real asset and infrastructure investments and portfolio companies that rely on physical factories,

plants, or stores located in affected areas. As the effects of climate change increase, we expect the frequency and impact of

weather and climate related events and conditions to increase as well.

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

regulations and potential regulatory reforms.

Carlyle FRL, L.P., an affiliated investment fund (“Carlyle FRL”), holds a controlling interest in Fortitude, inclusive of

our 10.5% interest. The insurance industry is highly regulated and the regulators in many jurisdictions have broad, and in some

cases discretionary, authority over insurance companies, including, among other things, with respect to marketing practices,

policy rate increases, reserve requirements, capital adequacy, permissible investments, and affiliate transactions. In addition, the

insurance sector is subject to frequent regulatory change. While we intend to invest in companies and acquire businesses that

seek to comply with applicable laws and regulations, the laws and regulations relating to the insurance industry are complex,

may be ambiguous, or may lack clear judicial or regulatory interpretive guidance. Even where laws or regulations purport to be

the same across different jurisdictions, they may be inconsistently applied by the regulators of the different jurisdictions.

In terms of regulatory changes, the following changes in particular may affect the operations and prospects of our

investments in the insurance industry, including Fortitude: (i) changes to interest rates and policies of central banks and

regulatory authorities; (ii) changes in applicable direct or indirect taxes, levies or charges; (iii) changes in government or

regulatory policy that may significantly influence investor decisions in particular markets in which our investments operate; (iv)

changes relating to the capital adequacy framework and rules designed to promote financial stability, both on an individual

reinsurance company level and on a group level; (v) changes to policyholder protections; (vi) changes related to the regulation

of investment management arrangements between insurers and controlling or related asset managers; and (vii) developments in

financial reporting. An adverse review or determination by any applicable judicial or regulatory authority of any such law or

regulation, or an adverse change in applicable regulatory requirements, judicial or regulatory interpretation, or reimbursement

programs, could have a material adverse effect on the operations and/or financial performance of our investments in the

insurance industry (including Fortitude) and may increase their compliance and legal costs. Any such costs could negatively

impact the value of our investments and the returns we are able to generate on such investments. 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.”

Insurance regulatory authorities and regulatory organizations continue to scrutinize alternative asset managers’

involvement in the insurance industry, including with respect to the ownership by such managers or their affiliated funds of,

and the management of assets on behalf of, insurance companies. For example, insurance regulators increasingly have focused

on the terms and structure of investment management agreements, including whether they are at arms’ length, establish control

of the insurance company, grant the asset manager excessive authority over the investment strategy of the insurance company,

provide for management fees that are not fair and reasonable, or termination provisions that make it difficult or costly for the

insurer to terminate the agreement. Regulators also have increasingly focused on the risk profile of certain investments held by

insurance companies (including, without limitation, structured credit assets such as collateralized loan obligations),

appropriateness of investment ratings and potential conflicts of interest (including affiliated investments), and potential

misalignment of incentives and any potential risks from these and other aspects of an insurance company’s relationship with

alternative asset managers that may impact the insurance company’s risk profile. This enhanced scrutiny may increase the risk

of regulatory actions against us and could result in new or amended regulations that limit our ability, or make it more

burdensome or costly, to enter into investment management or advisory agreements with insurance companies and thereby

grow our insurance strategy.

Our relationship with Fortitude may not generate a meaningful contribution to our revenue and our indirect ownership of

Fortitude could give rise to real or apparent conflicts of interest.

While we expect to derive a meaningful contribution to our revenue across our business segments from our investment

in and strategic asset management relationship with Fortitude, as described in Note 4, Investments, to Part II, Item 8

“Investments—Investment in Fortitude,” we may not be successful in doing so. Pursuant to investment management

agreements into which we have entered with Fortitude subsidiaries and certain companies with which they have reinsurance

agreements (the “Ceding Companies”), certain of our subsidiaries receive performance fees and/or management fees from carry

funds and separately managed accounts into which Fortitude Re and the Ceding Companies invest. Through its subsidiaries we

managed or advised$19.4 billion of capital attributable to investments made under these investment management agreements,

as of December 31, 2024. In addition, in April 2022, we entered into a strategic advisory services agreement with certain

subsidiaries of Fortitude through our insurance investment advisor, Carlyle Insurance Solutions Management L.L.C. (“CISM”).

Under the agreement, CISM provides Fortitude with certain services, including business development and growth, transaction

origination and execution, and capital management services in exchange for a recurring management fee based on Fortitude’s

general account assets, which adjusts within an agreed range based on Fortitude’s overall profitability. Such management fee

may decline if there is a corresponding decline in the fair value of the assets we manage and/or the performance of the portfolio.

Our investment management and advisory agreements with Fortitude subsidiaries and the Ceding Companies are

terminable under certain circumstances. If such agreements were terminated, it could have a material adverse effect on our

business, results of operations, and financial condition. There can be no assurance that the benefit we receive from Fortitude

subsidiaries will not decline due to a disruption or decline in Fortitude’s business or a change in our relationship with Fortitude,

including our investment income from our indirect interest in Fortitude and/or investment management or advisory agreements

with Fortitude subsidiaries and the Ceding Companies. We may be unable to replace a decline in the revenue derived from

investments made in our funds and entities by Fortitude Re and/or the Ceding Companies on a timely basis if our relationship

with Fortitude were to change or if Fortitude were to experience a material adverse impact to its business.

Carlyle FRL owns a controlling interest in Fortitude and has the right to appoint a majority of its board of directors.

As a result, there may be real or apparent conflicts of interest with respect to matters affecting the Company, Carlyle-managed

funds, and their portfolio companies and Fortitude, including with respect to the fiduciary duties that our employees that are

board members owe to Fortitude in addition to the duties that they have to the Company. In addition, conflicts of interest could

arise with respect to transactions involving business dealings between the Company, Fortitude, and each of their respective

affiliates. The foregoing conflicts of interest may also arise with respect to subsidiaries of Fortitude.

Our investments in the life sciences industry may expose us to increased risks.

Investments by Abingworth may expose us to increased risks. For example:

•Life sciences and healthcare companies are subject to extensive regulation by the U.S. Food and Drug

Administration, similar foreign regulatory authorities and, to a lesser extent, other federal and state agencies.

These companies are subject to the expense, delay, and uncertainty of the product approval process, and there

can be no guarantee that a particular product candidate will obtain regulatory approval. In addition, the

current regulatory framework may change or additional regulations may arise at any stage during the product

development phase of an investment, which may delay or prevent regulatory approval or impact applicable

exclusivity periods. If a company in which our funds are invested is unable to obtain regulatory approval for a

product candidate, or a product candidate in which our funds are invested does not obtain regulatory approval,

in a timely fashion or at all, the value of our investment would be adversely impacted. Moreover, a clinical

trial (including enrollment therein) or regulatory approval process for pharmaceuticals has and may in the

future be delayed, otherwise hindered, or abandoned as a result of epidemics (including COVID-19), which

could have a negative impact on the ability of the investment to engage in trials or receive approvals, and

thereby could adversely affect the performance of the investment. In the event such clinical trials do not

comply with the complicated regulatory requirements applicable thereto, such companies may be subject to

regulatory actions.

•Intellectual property often constitutes an important part of a life sciences company’s assets and competitive

strengths, particularly for royalty monetization transactions. To the extent such companies’ intellectual

property positions with respect to products in which Abingworth invests, whether through a royalty

monetization or otherwise, are challenged, invalidated, or circumvented, the value of Abingworth’s

investment may be impaired. The success of a life sciences investment depends in part on the ability of the

biopharmaceutical or medical device companies in whose products Abingworth invests to obtain and defend

patent rights and other intellectual property rights that are important to the commercialization of such

products. The patent positions of such companies can be highly uncertain and often involve complex legal,

scientific, and factual questions.

•The commercial success of products could be compromised if governmental or third-party payers do not

provide coverage and reimbursement, breach, rescind, or modify their contracts or reimbursement policies or

delay payments for such products. In both the United States and foreign markets, the successful sale of a life

sciences company’s product depends on the ability to obtain and maintain adequate coverage and

reimbursement from third-party payers, including government healthcare programs and private insurance

plans. Governments and third-party payers continue to pursue aggressive initiatives to contain costs and

manage drug utilization and are increasingly focused on the effectiveness, benefits, and costs of similar

treatments, which could result in lower reimbursement rates and narrower populations for whom the products

in which Abingworth invests will be reimbursed by payers. For example, in the United States, federal

legislation has passed that modifies coverage, reimbursement, and pricing policies for certain products.

Regulatory agencies have provided guidance on how they intend to implement certain components of the

legislation. In general, as regulatory agencies and others continue to define and implement the legislation,

such legislation may result in lower product prices, altered market dynamics, or the unavailability of adequate

third-party payer reimbursement to enable Abingworth to realize an appropriate return on its investment.

The aviation leasing industry is subject to significant volatility and may expose us to additional risks.

Carlyle Aviation Partners participates in the aircraft leasing industry, which has historically been cyclical in nature for

a number of reasons outside the control of industry participants, including: the demand for aviation travel; geopolitical and

other events, including the war in Ukraine, the Israel-Hamas war and related conflicts, and other wars, civil disturbances, acts of

terrorism, outbreaks of epidemic diseases, including the COVID-19 global pandemic and natural disasters; governmental

regulation, including regulation of trade, such as the imposition of import and export controls, tariffs, and other trade barriers;

weakness in the capital and credit markets and the availability of credit; significant decreases in purchasing power caused by

inflation or otherwise; fluctuations in interest rates whether caused by changes in monetary policy, lack of supply, or other

economic conditions; changing political conditions, including risk of rising protectionism and authoritarian regimes, restrictions

on immigration, or impositions of new trade barriers, including additional economic sanctions or export controls (including

those introduced due to the war in Ukraine); cyber risk, including information hacking, viruses, and malware; operating costs,

availability and price of jet fuel, and general economic conditions affecting aircraft operations; customer restructurings and

bankruptcies and decreases in the creditworthiness of customers; manufacturer production levels and technological innovation;

aircraft and engine models being retired or otherwise made obsolete; the industry ceasing to produce aircraft or engine types;

new-entrant manufacturers producing additional aircraft that compete with existing models; aircraft age and the advent of newer

models of aircraft; airworthiness directives and service bulletins; safety, noise, and emission standards and regulations; and the

availability of spare parts.

A decline in demand for leased aircraft generally, or as a result of the factors described above, may result in decreases

in rental rates, result in lease defaults, and delay or prevent the re-lease or sale of assets on favorable terms.

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.

The market price of our common stock may decline as a result of sales of a large number of shares of common stock in

the market in the future or the perception that such sales could occur. These sales, or the possibility that these sales may occur,

also may make it more difficult for us to sell common stock in the future at a time and at a price that we deem appropriate.

Subject, in some cases, to compliance with our insider trading policy, minimum retained ownership requirements, transfer

restrictions, and limitations applicable to affiliates under Rule 144 under the Securities Act, all of these shares are freely

tradable. In addition, the holders of these shares have the benefit of registration rights agreements with us. Moreover, as holders

of freely tradable common stock rather than Carlyle Holdings units, the Former Private Unitholders are able to more easily sell

shares of common stock into the market (or donate shares of common stock to charities which in turn may sell these into the

market) than was the case before the Conversion. For example, the Former Private Unitholders are not subject to restrictions

that in most cases limited their ability to exchange Holdings Units for common units to prescribed quarterly exchange dates.

This could result in the Former Private Unitholders disposing of their equity interests in us more quickly and/or at a higher

volume than in the past, and the market price of our common stock could decline as a result. Subject to the restrictions

described below, we may issue and sell in the future additional shares of common stock. The issuance of additional equity

securities or securities convertible into equity securities would also result in dilution of our existing shareholders’ equity

interest. The issuance of the additional shares of common stock, the sale of shares of common stock by our significant

shareholders, and the vesting and sale of restricted stock units or the perception that such sales may occur could cause the

market price of our common stock to decline.

As of December 31, 2024, our Chief Executive Officer held a total of 5.2 million unvested restricted stock units

(inclusive of unvested dividend equivalent units that have been credited on such awards) in respect of awards that were granted

to him outside of the Equity Incentive Plan in connection with his hiring. Under our Equity Incentive Plan, we had 17.2 million

unvested restricted stock units outstanding as of December 31, 2024. At our 2024 Annual Meeting of Shareholders, our

shareholders approved an amendment and restatement of the Equity Incentive Plan to increase the shares of common stock

reserved for issuance under the Equity Incentive Plan by an additional 19,000,000 shares. As of December 31, 2024, the total

number of shares of common stock available for grant under the amended and restated Equity Incentive Plan was 30.1 million

and, following the grant of awards in February 2025, the total number of shares of common stock available for grant under the

amended and restated Equity Incentive Plan was 25.7 million. A further increase in the number of shares available for grant

under the Equity Incentive Plan would require shareholder approval, and any such approval would result in more shares that

may be delivered in settlement of vested restricted stock unit awards and that may ultimately be sold in the market, which could

lead to a decline in the market price of our common stock. We have filed several registration statements and intend to file

additional registration statements on Form S-8 under the Securities Act to register shares of common stock or securities

convertible into or exchangeable for common stock issued or available for future grant under our amended and restated Equity

Incentive Plan, when applicable. Any such Form S-8 registration statement will automatically become effective upon filing.

Accordingly, common stock registered under such registration statement will be available for sale in the open market. As

restricted stock unit awards vest and shares of common stock are delivered to restricted stock unit holders, the market price of

our common stock may decline due to dilution or if such holders elect to sell their shares of common stock. Morgan Stanley,

our equity plan service provider, may, from time to time, act as a broker, dealer, or agent for, or otherwise facilitate sales in the

open market through block transactions or otherwise of our common stock on behalf of, plan participants.

The market price and trading volume of our common stock has been and may continue to be volatile, which could cause the

value of your investment to decline.

The market price of our shares may be highly volatile and could be subject to wide fluctuations. In addition, the

trading volume in our shares may fluctuate and cause significant price variations to occur. You may be unable to resell your

shares at or above your purchase price, if at all. Some of the factors that could negatively affect the price of our shares or result

in fluctuations in the price or trading volume of our shares include: variations in our quarterly operating results, which

variations we expect will be substantial, or dividends; our policy of taking a long-term perspective on making investment,

operational, and strategic decisions, which is expected to result in significant and unpredictable variations in our quarterly

returns; our creditworthiness, results of operations, and financial condition; the credit ratings of the shares; the prevailing

interest rates or rates of return being paid by other companies similar to us and the market for similar securities; failure to meet

analysts’ earnings estimates; publication of research reports about us or the investment management industry or the failure of

securities analysts to cover our shares; additions or departures of key management personnel; adverse market reaction to any

indebtedness we may incur or securities we may issue in the future; actions by stockholders; changes in market valuations of

similar companies; speculation in the press or investment community; changes or proposed changes in laws or regulations or

differing interpretations thereof affecting our businesses or enforcement of these laws and regulations, or announcements

relating to these matters; a lack of liquidity in the trading of our shares; adverse publicity about the investment management

industry generally or individual scandals, specifically; a breach of our computer systems, software, or networks, or

misappropriation of our proprietary information; and economic, financial, geopolitical, regulatory, or judicial events or

conditions that affect us or the financial markets.

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

Carlyle Group Management L.L.C., which is wholly owned and controlled by our co-founders and other senior Carlyle

professionals, holds approximately 37.4%of the voting power of our common stock as of December 31, 2024, pursuant to an

irrevocable proxy granted to it by senior Carlyle professionals and certain other former limited partners of Carlyle Holdings

who became holders of shares of common stock in connection with the Conversion.

For so long as Carlyle Group Management L.L.C. continues to have voting power over a significant percentage of our

common stock, even though such amount is less than 50%, it will be able to significantly influence the composition of our

Board of Directors and the approval of actions requiring stockholder approval. Accordingly, for such period of time, Carlyle

Group Management L.L.C. will have significant influence with respect to our management, business plans, and policies,

including the appointment and removal of our officers. In particular, for so long as Carlyle Group Management L.L.C.

continues to own a significant percentage of our common stock, it will be able to cause or prevent a change of control of our

Company or a change in the composition of our Board of Directors and could preclude any unsolicited acquisition of our

Company. The concentration of ownership could delay or deter possible changes in control of our Company and could deprive

you of an opportunity to receive a premium for your shares of common stock as part of a sale of our Company and ultimately

might affect the market price of our common stock. In addition, sales of our common stock by one or more of our co-founders

may cause the market price of common stock to be volatile. The interests of Carlyle Group Management L.L.C. may not

coincide with our interests or the interests of other holders of our common stock. See “Risks Related to Our Common Stock—

The market price of our common stock has been and may continue to be volatile, which could cause the value of your

investment to decline.”

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

Pursuant to the stockholder agreements with each of our co-founders, for so long as such co-founder and/or his

“Founder Group” (as defined in the stockholder agreements) beneficially owns at least 5% of our issued and outstanding

common stock, each of our co-founders will have the right to nominate one director to our Board of Directors. In addition, each

co-founder will have the right to nominate a second director to our Board of Directors until the earlier of (x) such time as such

co-founder and/or his Founder Group ceases to beneficially own at least 20 million shares of our common stock and (y) January

1, 2027. For so long as at least one co-founder is entitled to designate two directors to the Board of Directors, the co-founders

then serving on our Board of Directors may (i) designate a co-founder to serve as chair or co-chair and (ii) designate a co-

founder to serve on each of the compensation and nominating committees and any executive committee, subject to applicable

law and listing standards. Accordingly, for such period of time, our co-founders will have significant influence over the

composition of our Board of Directors and could prevent certain changes in the composition of our Board of Directors.

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

directors, officers, or stockholders to compete with us.

Our amended and restated certificate of incorporation provides that none of Carlyle Group Management L.L.C., any

person that controls Carlyle Group Management L.L.C., and our co-founders, directors and officers, and stockholders will have

any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of

business in which we operate. In the ordinary course of their business activities, these persons may engage in activities where

their interests conflict with our interests or those of our other stockholders.

These persons also may pursue acquisition opportunities that may be complementary to our business and, as a result,

those acquisition opportunities may not be available to the Company. In addition, these persons may have an interest in our

pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their investment, even though

such transactions might involve risks to our common stockholders.

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

for us that stockholders might consider favorable.

Our amended and restated certificate of incorporation and bylaws contain provisions that may make the merger or

acquisition of our company more difficult without the approval of our Board of Directors. Among other things, these

provisions:

•provide for the removal of directors only for cause;

•provide that, if at any time any person or group (other than Carlyle Group Management L.L.C. and its affiliates, a

direct or subsequently approved transferee of Carlyle Group Management L.L.C. or its affiliates) beneficially owns

20% or more of any class of stock then outstanding, that person or group will lose voting rights on all of its shares of

stock and such shares may not be voted on any matter;

•would allow us to authorize the issuance of shares of one or more series of preferred stock, including in connection

with a stockholder rights plan, financing transactions, or otherwise, the terms of which series may be established and

the shares of which may be issued without stockholder approval, and which may include super voting, special

approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;

•prohibit stockholder action by written consent unless such action is consented by the Board of Directors;

•provide for certain limitations on convening special stockholder meetings;

•provide (i) that the Board of Directors is expressly authorized to make, alter, or repeal our bylaws and (ii) that our

stockholders may only amend our bylaws with the approval of at least a majority of all of the outstanding shares of

our capital stock entitled to vote; and

•establish advance notice requirements for nominations for elections to our Board of Directors or for proposing

matters that can be acted upon by stockholders at stockholder meetings.

Moreover, as a Delaware corporation, we are subject to provisions of Delaware law, which may impede or discourage

a takeover attempt that our stockholders may find beneficial. These anti-takeover provisions and other provisions under

Delaware law and our stockholder agreements with our co-founders could discourage, delay, or prevent a transaction involving

a change in control of our company, including actions that our stockholders may deem advantageous, or could negatively affect

the trading price of our common stock. These provisions could also discourage proxy contests and make it more difficult for

you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

The provision of our amended and restated certificate of incorporation requiring exclusive venue in the Court of Chancery

in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against us and our

directors, officers, and stockholders.

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that any claims,

suits, actions, or proceedings arising out of or relating in any way to our amended and restated certificate of incorporation may

only be brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction

thereof, any other court in the State of Delaware with subject matter jurisdiction. This provision may have the effect of

discouraging lawsuits against us and our directors, officers, and stockholders.

If The Carlyle Group Inc. were deemed to be an “investment company” under the Investment Company Act, applicable

restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse

effect on our business.

An entity generally will be deemed to be an “investment company” for purposes of the Investment Company Act if:

•it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing,

reinvesting, or trading in securities; or

•absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of

the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We believe that we are engaged primarily in the business of providing asset management services and not in the

business of investing, reinvesting, or trading in securities. We hold ourselves out as an asset management firm and do not

propose to engage primarily in the business of investing, reinvesting, or trading in securities. Accordingly, we do not believe

that The Carlyle Group Inc. is an “orthodox” investment company as defined in section 3(a)(1)(A) of the Investment Company

Act and described in the first bullet point above. Furthermore, The Carlyle Group Inc. does not have any material assets other

than its interests in certain wholly owned subsidiaries, which in turn have no material assets other than general partner interests

in the Carlyle Holdings partnerships. These wholly owned subsidiaries are the sole general partners of the Carlyle Holdings

partnerships and are vested with all management and control over the Carlyle Holdings partnerships. We do not believe that the

equity interests of The Carlyle Group Inc. in its wholly owned subsidiaries or the general partner interests of these wholly

owned subsidiaries in the Carlyle Holdings partnerships are investment securities. Moreover, because we believe that the capital

interests of the general partners of our funds in their respective funds are neither securities nor investment securities, we believe

that less than 40% of The Carlyle Group Inc.’s total assets (exclusive of U.S. government securities and cash items) on an

unconsolidated basis are composed of assets that could be considered investment securities. Accordingly, we do not believe that

The Carlyle Group Inc. is an inadvertent investment company by virtue of the 40% test in section 3(a)(1)(C) of the Investment

Company Act as described in the second bullet point above. In addition, we believe that The Carlyle Group Inc. is not an

investment company under section 3(b)(1) of the Investment Company Act because it is primarily engaged in a non-investment

company business.

The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operation

of investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit

transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of

options, and impose certain governance requirements. We intend to conduct our operations so that The Carlyle Group Inc. will

not be deemed to be an investment company under the Investment Company Act. If anything were to happen that would cause

The Carlyle Group Inc. to be deemed to be an investment company under the Investment Company Act, requirements imposed

by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates

(including us) and ability to compensate key employees, could make it impractical for us to continue our business as currently

conducted, impair the agreements and arrangements between and among The Carlyle Group Inc. and our senior Carlyle

professionals, and materially adversely affect our business, results of operations, and financial condition. In addition, we may

be required to limit the amount of investments that we make as a principal or otherwise conduct our business in a manner that

does not subject us to the registration and other requirements of the Investment Company Act.

The consolidation of investment funds, holding companies, or operating businesses of our portfolio companies could make it

more difficult to understand the operating performance of the Company and could create operational risks for the Company.

Under applicable U.S. GAAP standards, we may be required to consolidate certain of our investment funds, holding

companies, or operating businesses if we determine that these entities are VIEs and that we are the primary beneficiary of the

VIE, as discussed in Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements in Part II,

Item 8 of this Annual Report on Form 10-K. The consolidation of such entities could make it difficult for an investor to

differentiate our assets, liabilities, and results of operations apart from the assets, liabilities, and results of operations of the

consolidated VIEs. The assets of the consolidated VIEs are not available to meet our liquidity requirements and, similarly, we

generally have not guaranteed or assumed any obligation for repayment of the liabilities of the consolidated VIEs.

As of December 31,2024, the total assets and liabilities of the consolidated VIEs reflected in the consolidated balance

sheets were$8.9 billion and$7.7 billion, respectively.

Risks Related to Taxation

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

assessed to portfolio investments (companies) or fund income.

Our effective tax rate and tax liability is based on the application of current income tax laws, regulations, and treaties.

These laws, regulations, and treaties are complex, and the manner that they apply to us and our funds is sometimes open to

interpretation. Significant management judgment is required in determining our provision for income taxes, our deferred tax

assets and liabilities, and any valuation allowance recorded against our net deferred tax assets. Although management believes

its application of current laws, regulations, and treaties to be correct and sustainable upon examination by the tax authorities,

the tax authorities (including the Internal Revenue Service (“IRS”), which received additional funding under the Inflation

Reduction Act of 2022 (the “IRA”) to bolster enforcement of the U.S. tax code) could challenge our interpretation, resulting in

additional tax liability or adjustment to our income tax provision that could increase our effective tax rate.

There may be changes in tax laws or interpretations of tax laws (possibly with retrospective effect) in jurisdictions in

which we operate, are managed, are advised, are promoted, or invest. Such changes could materially increase the amount of

taxes, we, our portfolio companies, our investors, or our employees and other key personnel and service providers are required

to pay. In particular, both the level and basis of taxation may change. Changes to taxation treaties or interpretations of taxation

treaties between one or more such jurisdictions and the countries through which we hold investments, or the introduction of, or

change to, EU directives may adversely affect our ability to efficiently realize income or capital gains and to efficiently

repatriate income and capital gains from the jurisdictions in which they arise.

Past and future changes to tax laws and regulations may have an adverse impact on us, including by materially and

adversely affecting the value of our investments or the feasibility of making certain investments. This could significantly affect

returns to investors, cause us to revalue our net deferred tax assets, and/or have a material change to our effective tax rate and

tax liabilities. In addition, foreign tax credit regulations published in 2022 impose significant additional requirements for

foreign taxes to be eligible for foreign tax credits. Although the U.S. Department of the Treasury (“Treasury”) and the IRS

provided relief in 2023 from certain provisions of these foreign tax credit regulations for the indefinite future, their potential

impact remains uncertain and could be adverse. In addition, final and proposed regulations published in 2024 related to

functional currency and taxation on foreign exchange transactions, which could change how taxpayers are currently computing

foreign exchange calculations. Further, the IRA introduced, among other things, a 15% alternative minimum tax on the

“adjusted financial statement income” of certain large corporations and a 1% excise tax on certain actual and deemed stock

repurchases. We are an applicable corporation that is subject to the alternative minimum tax, as well as a covered corporation

that is subject to the 1% excise tax. These and other changes may not only materially change the amount and/or timing of tax

we and our portfolio companies may be required to pay, but also may increase tax-related regulatory and compliance costs. The

alternative minimum tax requires complex computations to be performed that were not previously required in U.S. tax law,

significant judgments to be made in interpretation of the provisions of the IRA and proposed regulations, significant estimates

in calculations, and the preparation and analysis of information not previously relevant or regularly produced. Treasury, the

IRS, and other standard-setting bodies have issued some guidance and are expected to issue additional guidance on how the

alternative minimum tax provisions of the IRA will be applied or otherwise administered that may differ from our

interpretations. As we continue to comply with the provisions of the IRA and proposed regulations, collect and prepare

necessary data, and interpret any additional guidance, we may make adjustments to provisional amounts that we have recorded

that may materially impact our provision for income taxes in the period in which adjustments are made. Lastly, Treasury and

the IRS issued a first set of proposed regulations related to previously taxed earnings and profits (“PTEP”) of foreign

corporations in 2024, which provides for changes to the accounting, basis adjustments, and calculations of PTEP.

Both the new administration and certain members of the U.S. Congress have stated that one of their top legislative

priorities is significant reform of the Internal Revenue Code and other federal tax laws. Among other things, the new

administration and Congress may pursue tax policies seeking to alter the income tax rates and brackets applicable to individuals

and corporations, exempt certain types of income from taxation, eliminate clean energy subsidies enacted by the IRA, provide

tax incentives for domestic production, and impose significant new tariffs on foreign goods. Both the timing and the details of

any such tax reform are unclear. The impact of any potential tax reform on us, our portfolio companies, and our investors is

uncertain and could be adverse. See “Risks Related to Our Company—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.”

State and local governments also may enact tax laws that could result in fundamental changes in state and local

taxation and have a material adverse effect on our results of operations, financial condition, and cash flow. In particular, both

the level and basis of taxation may change. For example, the State of New York issued final regulations on December 27, 2023,

that implemented comprehensive franchise tax reform for corporations, banks, and insurance companies. This did not have a

material impact to our consolidated financial statements; however, we will continue to monitor as additional guidance is

released by the State of New York.

Our workforce, including employees, key personnel, and service providers, has become more geographically dispersed

since the COVID-19 pandemic. This increased diversity of locations may result in higher tax and compliance costs for our

entities, including elevated payroll taxes and social security contributions. In addition, our entities may become subject to

taxation in jurisdictions where they were not previously considered to have a taxable presence. Should these increased tax costs

be passed on to employees or other personnel, or if stricter working arrangements are necessary to manage compliance risks,

our ability to attract and retain talent could be adversely impacted.

International tax developments also may significantly impact us. The OECD’s base erosion and profit shifting

(“BEPS”) projectis focused on a number of issues, including the shifting of profits between affiliated entities in different tax

jurisdictions, interest deductibility, and eligibility for the benefits of double tax treaties. Several of the measures, including

measures covering treaty abuse (including an anti-abuse “principal purpose” test), the deductibility of interest expense, local

nexus requirements, transfer pricing, and hybrid mismatch arrangements are potentially relevant to some of our structures and

could have an adverse tax impact on our funds, investors, and/or our portfolio companies, including by adversely impacting our

ability to efficiently realize and repatriate income and capital gains from the jurisdictions in which they arise. Many individual

jurisdictions have introduced domestic legislation implementing certain of the BEPS action points, butbecause timing of

implementation and the specific measures adopted will vary among participating member countries, uncertainty remains

regarding the impact of the BEPS proposals. Moreover, manyof the jurisdictions in which we have made (or expect to make)

investments have now ratified, accepted, and approved the OECD’s Multilateral Instrument that brings into effect a number of

relevant changes to double tax treaty eligibility. While these changes continue to be introduced, there remains uncertainty as to

whether and to what extent we may benefit from such treaties and whether our funds may look to their investors in order to

derive tax treaty or other benefits. This position is likely to remain uncertain for a number of years.

In addition, the EU has adopted (and subsequently extended) an Anti-Tax Avoidance Directive (the “ATAD rules”),

which directly implements some of the BEPS project action points within EU law and requires EU Member States to transpose

the ATAD rules into their domestic laws. The ATAD rules, which include rules targeting reverse hybrids, and the domestic

laws that implement them are extensive, complex, and could apply to a wide range of scenarios. While certain countries have

issued guidance on the application of these rules, the impact of the ATAD rules and their application to our entities remains

uncertain. These rules could have an adverse tax impact on our firm, funds, investors, and/or our portfolio companies.

On January 17, 2023, the European Parliament approved a proposal for an anti-tax avoidance directive laying down

rules to prevent the misuse of shell entities for tax purposes within the EU (the “Unshell Proposal,” also known as “ATAD

III”). The final text will need to be approved by the Council of the European Union, although it is uncertain at this stage

whether the Unshell Proposal will move forward to implementation. If it is implemented, the Unshell Proposal could, among

other things, impose additional taxes on our entities (including by imposing additional limitations on the deductibility of interest

payments) and/or impact our ability to repatriate investment returns and/or international profits in a tax efficient way resulting

in additional tax costs and/or reporting, disclosure, and computation obligations (which could result in increased administrative

and compliance costs) for our entities.

In addition, a number of proposals from the European Commission have been issued or adopted that further enhance

and move beyond the work on the BEPS project. First, a package of tax reforms was adopted by the European Commission on

September 12, 2023, comprising the “Proposal for a Council Directive on Business in Europe: Framework for Income

Taxation” (“BEFIT”) (which seeks to produce a comprehensive solution for business taxation in the EU) and the “Proposal for

a Council Directive on transfer pricing” (which seeks to harmonize transfer pricing rules within the EU and ensure a common

approach to transfer pricing). BEFIT aims to introduce a common set of rules for EU companies to calculate their taxable base

while ensuring a more effective allocation of profits between EU countries. Following adoption by the European Council, the

proposals are intended to come into force on July 1, 2028 (for BEFIT) and January 1, 2026 (for the transfer pricing proposals).

BEFIT has the potential to alter taxing rights with the EU and may include substantive changes to applicable tax rules. Second,

the European Council has agreed to implement changes to the procedures used across the European Union in respect of

withholding taxes (known as “FASTER”). Specifically, the changes are aimed to simplify the procedures for a refund or to

apply for relief at the source; however, the changes could have broader implications. These withholding tax proposals are

expected to come into effect from January 1, 2030. The details and timing of the implementation of BEFIT (if adopted) and

FASTER and the impact on our funds, or any entities in or through which our funds invest, is uncertain.

The OECD also has issued proposals, commonly referred to as “BEPS 2.0,” which fundamentally change the

international tax system. The proposals are based on two “pillars” involving the shifting of taxing rights to the jurisdiction of

the consumer (“Pillar One”) and ensuring all companies pay a global minimum corporate tax (“Pillar Two”).

Under Pillar One, multinational enterprises (“MNEs”) with an annual global turnover of at least EUR 20 billion willbe

subject to rules allocating a formulaic share of consolidated profits in excess of a 10% profit margin to the jurisdictions where

their consumers or users are located (subject to threshold rules). MNEs carrying on specific low-risk activities are excluded,

including “regulated financial services.” Pillar Two imposes a minimum effective tax rate of 15% on MNEs that have

consolidated revenues of at least EUR 750 million in at least two out of the last four years. Pillar Two introduces three related

tax measures (the “GloBE” rules): the qualified domestic minimum top-up tax (“QDMTT”) is assessed by a low-taxed

jurisdiction itself, the income inclusion rule (“IIR”) imposes a top up tax on a parent entity where a constituent member of the

MNE group has low-taxed income, and lastly, the undertaxed payment rule applies to intra-group payments if a constituent

member’s income is not taxed by an IIR or QDMTT. In addition, a subject to tax rule (“STTR”) will permit source jurisdictions

to impose limited withholding taxes on low-taxed related party payments, which will be creditable against the GloBE rules tax

liability. The OECD has released model rules and commentary for Pillar Two, including guidance on the treatment of taxes paid

by U.S. companies on non-U.S. income under the U.S. Global Intangible Low-Taxed Income regime. The proposals are

complex and subject to significant uncertainty, and consultation in respect of certain aspects of the rules is ongoing as we await

further guidance from the OECD. It is anticipated that certain classes of entities that are typically exempt from tax will be

outside of the scope of Pillar Two, including investment funds and real estate investment vehicles (as respectively defined),

which are the ultimate parent entity of the MNE group (and certain holding vehicles of such entities); however, the application

of these exemptions to our entities remains open to significant uncertainty. Although certain elements of Pillar Two have been

implemented, important details, in particular on the implementation of certain elements of Pillar One, are still awaited. In

addition, the U.S. is not expected to enact Pillar Two, creating additional uncertainty as to the application of these rules to

multinational enterprises with a U.S. parent entity, and it is not yet clear whether a U.S. foreign tax credit will be available with

respect to these additional taxes, which may result in a higher overall tax cost.

Various countries have implemented or intend to implement the OECD’s recommended model rules. In particular, the

Council of the European Union formally adopted Pillar Two and required all 27 EU member states to adopt local legislation

during 2023 to implement Pillar Two rules that apply in respect of the fiscal years beginning from December 31, 2023, and a

number of other countries outside the EU member states have implemented (or are currently proposing to implement) core

elements of the Pillar Two proposal. Many other countries also will seek to implement other proposals including a potential

digital services tax. There remains significant uncertainty as to the interaction of these rules and, subjectto the development and

implementation of both Pillar One and Pillar Two (including the details of any domestic legislation, double taxation treaty

amendments, and multilateral agreements that may be necessary to implement them), effective tax rates could increase for our

firm, funds, portfolio companies, and investors, including by way of higher levels of tax being imposed, possible denial of

deductions, increased withholding taxes, and/or profits being allocated differently. It is likely that our entities also will be

subject to significant additional compliance and/or reporting obligations. Any tax laws, regulations, or treaties newly enacted or

enacted in the future also may cause us to revalue our net deferred tax assets and have a material change to our effective tax rate

and tax liabilities, as a result.

Moreover, the Netherlands continues to provide additional updates to its withholding tax on dividends. As of January

1, 2024, dividend distributions made by Dutch companies to “associated beneficiaries” established in blacklisted jurisdictions

(or non-blacklisted jurisdictions, in the case of situations that are deemed to be “abusive”) may be subject to a conditional

withholding tax. The applicable tax rate is linked to the highest corporate income tax in the relevant year (being 25.8% in

2025). We are monitoring the impact of these rules, which could result in additional withholding taxes being levied on our

investment funds or on repatriation of income and gains generated.

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

We must comply with complicated and expansive information tax reporting regimes in multiple jurisdictions, which

require us to perform due diligence and to report information about certain account holders and investors, as well as potential

withholding. Failure to comply with these requirements could result in increased administrative and compliance costs for our

investment entities and, in some cases, could subject our investment entities to increased withholding taxes or monetary

penalties.