Carlyle - S-3ASR (May 2026)

As filed with the U.S. Securities and Exchange Commission on May 8, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The Carlyle Group Inc.

(Exact name of registrant as specified in its charter)


Delaware	6282	45-2832612
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1001 Pennsylvania Avenue, NW

Washington, D.C. 20004-2505

Telephone: (202) 729-5626

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey W. Ferguson

General Counsel

The Carlyle Group Inc.

1001 Pennsylvania Avenue, NW

Washington, D.C. 20004-2505

Telephone: (202) 729-5626

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Joshua Ford Bonnie

William R. Golden III

Simpson Thacher & Bartlett LLP

900 G Street N.W.

Washington, D.C. 20001-5332

Telephone: (202) 636-5500

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered

only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the

earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to

Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities

pursuant to Rule 413(b) under the Securities Act, check the following box. o

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

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


Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o

		Emerging growth company	o

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

standards provided pursuant to Section 7(a)(2)(B) of Securities Act. o

TABLE OF ADDITIONAL REGISTRANTS


Exact Name of Registrant as Specified in Its Charter (or Other Organizational Document)	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code, of Registrant’s Principal Executive Office	Phone Number
Carlyle Holdings I L.P.	Delaware	54-1686957	c/o The Carlyle Group Inc. 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004	(202) 729-5626
Carlyle Holdings II L.L.C.	Delaware	98-0339178	c/o The Carlyle Group Inc. 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004	(202) 729-5626
CG Subsidiary Holdings L.L.C.	Delaware	84-3709267	c/o The Carlyle Group Inc. 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004	(202) 729-5626
Carlyle Holdings III L.P.	Québec	98-1036608	c/o The Carlyle Group Inc. 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004	(202) 729-5626

PROSPECTUS

Common Stock, Preferred Stock, Depositary Shares, Debt Securities,

Warrants, Subscription Rights, Purchase Contracts, and Units

We and any selling securityholders identified in this prospectus or in supplements to this prospectus may from time to time offer

and sell, in one or more series or classes, separately or together, the following securities:

•common stock;

•preferred stock;

•depositary shares;

•debt securities;

•warrants;

•subscription rights;

•purchase contracts; and

•units.

We will offer our securities in amounts, at prices and on terms to be determined at the time we offer those securities. We also will

provide the specific terms of these securities in supplements to this prospectus when we offer these securities.

The securities may be offered on a delayed or continuous basis directly by us and/or selling securityholders, through agents,

underwriters, or dealers as designated from time to time, through a combination of these methods or any other method as provided in

the applicable prospectus supplement. You should read this prospectus and any applicable prospectus supplement carefully before you

invest.

Our common stock is listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “CG.” The last reported sale price

of our common stock on the Nasdaq on May 7, 2026 was $49.01 per share.

Investing in our securities involves risks. Before making a decision to invest in our securities, you should refer to the risk

factors included in our periodic reports, in prospectus supplements relating to specific offerings and in other information that

we file with the U.S. Securities and Exchange Commission. See “Risk Factors” on page 3.

None of the U.S. Securities and Exchange Commission, any state securities commission, or any other regulatory body has

approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to

the contrary is a criminal offense.

The date of this prospectus is May 8, 2026.

TABLE OF CONTENTS


	Page

About This Prospectus ......................................................................................................................................	1

Carlyle ...............................................................................................................................................................	2

Risk Factors ......................................................................................................................................................	3

Forward-Looking Information ..........................................................................................................................	3

Guarantor Disclosures .......................................................................................................................................	4

Use of Proceeds .................................................................................................................................................	5

Selling Securityholders .....................................................................................................................................	5

Description of Capital Stock .............................................................................................................................	5

Description of Depositary Shares .....................................................................................................................	12

Description of Debt Securities and Guarantees ................................................................................................	14

Description of Warrants ....................................................................................................................................	17

Description of Subscription Rights ...................................................................................................................	18

Description of Purchase Contracts ....................................................................................................................	18

Description of Units ..........................................................................................................................................	19

Book-Entry; Delivery and Form; Global Securities .........................................................................................	19

Material U.S. Federal Income Tax Considerations ...........................................................................................	21

Plan of Distribution ...........................................................................................................................................	34

Legal Matters ....................................................................................................................................................	38

Experts ..............................................................................................................................................................	38

Where You Can Find More Information ..........................................................................................................	38

Information Incorporated By Reference ...........................................................................................................	38

Part II Information Not Required In Prospectus ...............................................................................................	II-1

Exhibit Index .....................................................................................................................................................	II-3

Signatures ..........................................................................................................................................................	II-7

Power Of Attorney ............................................................................................................................................	II-8

ABOUT THIS PROSPECTUS

We have not authorized anyone to provide you with information different from that contained in or incorporated

by reference into this prospectus, any applicable prospectus supplement, or any applicable free writing prospectus.

We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others

may give you. This prospectus does not constitute, and any prospectus supplement or free writing prospectus that we

may provide to you in connection with an offering of the securities described in this prospectus will not constitute,

an offer to sell, or a solicitation of an offer to purchase, the offered securities in any jurisdiction to or from any

person to whom or from whom it is unlawful to make such offer or solicitation in such jurisdiction. You should

assume that the information appearing in this prospectus, any applicable prospectus supplement, any applicable free

writing prospectus or the documents incorporated by reference herein or therein is accurate only as of the respective

dates of such documents or on the date or dates which are specified in such documents. Our business, financial

condition, liquidity, results of operations, and prospects may have changed since those dates. Neither the delivery of

this prospectus nor any prospectus supplement or free writing prospectus that we may provide to you in connection

with an offering of the securities described in this prospectus nor any distribution of the securities pursuant to this

prospectus or any such prospectus supplement or free writing prospectus shall, under any circumstances, create any

implication that there has been no change in the information set forth in this prospectus, any such prospectus

supplement or free writing prospectus or any document incorporated or deemed to be incorporated by reference in

this prospectus or any prospectus supplement since the date thereof.

This prospectus is part of an automatic “shelf” registration statement that we filed with the U.S. Securities and

Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities

Act of 1933, as amended (the “Securities Act”) utilizing a “shelf” registration process. By using this shelf

registration process, we and/or any selling securityholders may sell any of our common stock, preferred stock, debt

securities, depositary shares, subscription rights, units, and warrants to purchase debt or equity securities described

in this prospectus, from time to time in one or more offerings. This prospectus only provides you with a general

description of the securities we may offer and such description is not meant to be a complete description of each

security. Each time we or any selling securityholders sell securities, we will if required provide a prospectus

supplement that will contain specific information about the terms of the offering and the securities being offered and

information regarding the selling securityholders, if any. The prospectus supplement or a free writing prospectus

may also add to, update, or change information contained in this prospectus. If there is any inconsistency between

information in this prospectus and any prospectus supplement or free writing prospectus, you should rely on the

information in the prospectus supplement or free writing prospectus. Before purchasing any securities, you should

carefully read both this prospectus and any supplement or free writing prospectus, together with the information

incorporated herein by reference.

Unless the context otherwise indicates, references in this prospectus to the terms “Company,” “Corporation,”

“we,” “us,” “our,” and “Carlyle” refer to The Carlyle Group Inc., a Delaware corporation, and its consolidated

subsidiaries.

For investors outside the United States: Neither we nor any selling securityholders have done anything that

would permit this offering or possession or distribution of this prospectus or any prospectus supplement or free

writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You

are required to inform yourselves about and to observe any restrictions relating to an offering of the securities

described in this prospectus and the distribution of this prospectus and any prospectus supplement or free writing

prospectus.

CARLYLE

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital

across three business segments: Global Private Equity, Global Credit, and Carlyle AlpInvest. With $475 billion of

assets under management as of March 31, 2026, Carlyle’s purpose is to invest wisely and create value on behalf of

its investors, portfolio companies, and the communities in which we live and invest. Carlyle employs more than

2,500 people in 28 offices across four continents.

For a description of our business, financial condition, results of operations, and other important information

regarding Carlyle, we refer you to our filings with the SEC incorporated by reference in this prospectus. For

instructions on how to find copies of these documents, see “Where You Can Find More Information.”

The Carlyle Group L.P. was formed in Delaware on July 18, 2011. The Carlyle Group L.P. converted from a

Delaware limited partnership to a Delaware corporation named The Carlyle Group Inc. on January 1, 2020. Our

principal executive offices are located at 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004-2505 and our

telephone number is (202) 729-5626.

RISK FACTORS

Before you invest in any of our securities, in addition to the other information in this prospectus and any

applicable prospectus supplement or free writing prospectus, you should carefully read and consider the risk factors

under the heading “Risk Factors” contained in Part I, Item 1A in our most recent Annual Report on Form 10-K, as

well as any risk factors contained in our subsequent Quarterly Reports on Form 10-Q, which are incorporated by

reference into this prospectus and any applicable prospectus supplement, as the same may be updated from time to

time by our future filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each of the

risks described in these documents could materially and adversely affect our business, financial condition, liquidity,

results of operations and prospects, and could result in a partial or complete loss of your investment.

FORWARD-LOOKING INFORMATION

This prospectus may contain or incorporate by reference forward-looking statements within the meaning of

Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include, but are not

limited to, statements related to our expectations, estimates, beliefs, projections, future plans and strategies,

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

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

contingencies, and our dividend policy. You can identify these forward-looking statements by the use of words such

as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,”

“predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable

words. Such forward-looking statements are subject to various risks, uncertainties, and assumptions. Accordingly,

there are or will be important factors that could cause actual outcomes or results to differ materially from those

indicated in these statements including, but not limited to, those described under the section entitled “Risk Factors”

in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27,

2026, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on

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

conjunction with the other cautionary statements that are included or incorporated by reference in this prospectus or

in any prospectus supplement hereto and in our other periodic filings with the SEC. We undertake no obligation to

publicly update or review any forward-looking statements, whether as a result of new information, future

developments, or otherwise, except as required by applicable law.

GUARANTOR DISCLOSURES

The debt securities described in this prospectus may be issued by (i) The Carlyle Group Inc. and/or one or more

of the additional registrants as issuer or co-issuer and (ii) may or may not be fully and unconditionally guaranteed by

The Carlyle Group Inc., as parent guarantor, and/or one or more of the additional registrants, as subsidiary guarantor

(the additional registrants together with The Caryle Group Inc., the “Obligor Group”). Any guarantees will be full

and unconditional, and may be subject to certain conditions for release, which will be described in a prospectus

supplement relating to the offering of such debt securities. For a brief description of the general terms of the debt

securities that we may offer and the guarantees that we or the additional registrants may offer, see the information

under the headings “Description of Debt Securities and Guarantees” in this prospectus and as may be further

described in an applicable prospectus supplement.

As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the summarized financial

information for the Obligor Group because the combined assets, liabilities, and results of operations of the Obligor

Group are not materially different than the corresponding amounts in our consolidated financial statements

incorporated by reference into this prospectus, and management believes such summarized financial information

would be repetitive and would not provide material information to investors beyond that which is already disclosed

in our consolidated financial statements.

USE OF PROCEEDS

Unless otherwise indicated in the prospectus supplement, we intend to use the net proceeds we receive from the

offering of securities under this prospectus for general corporate purposes. Further details relating to the use of net

proceeds we receive from the offering of securities under this prospectus will be set forth in any prospectus

supplement, where applicable.

We will not receive any of the proceeds from the sale of securities to which this prospectus relates that are

offered by any selling securityholders.

SELLING SECURITYHOLDERS

Information about selling securityholders, where applicable, will be set forth in a prospectus supplement, in a

post-effective amendment or in filings we make with the SEC, which are incorporated into this prospectus by

reference.

DESCRIPTION OF CAPITAL STOCK

The following description summarizes important terms of our capital stock. This summary does not purport to

be complete and is qualified in its entirety by the provisions of our amended and restated certificate of incorporation

and bylaws, copies of which have been filed by us with the SEC and are incorporated herein by reference, and

applicable provisions of Delaware law. As used in this section, “we,” “us,” and “our” mean The Carlyle Group Inc.,

a Delaware corporation, but not any of its subsidiaries.

Our purpose is to engage directly or indirectly in any business activity that is approved by our Board of

Directors (“Board”) in its sole discretion and that lawfully may be conducted by a corporation organized pursuant to

the Delaware General Corporation Law (the “DGCL”). Our authorized capital stock consists of

100,000,000,000 shares of common stock, par value $0.01 per share, and 1,000,000,000 shares of preferred stock,

par value $0.01 per share. Unless our Board determines otherwise, we will issue all shares of our capital stock in

uncertificated form.

Common Stock

Except as otherwise required by law or as expressly provided in our amended and restated certificate of

incorporation, holders of shares of our common stock are entitled to one vote for each share held of record on all

matters on which stockholders are entitled to vote generally, including the election or removal of directors. The

holders of our common stock do not have cumulative voting rights in the election of directors.

Holders of shares of our common stock are entitled to receive dividends when, as, and if declared by our Board

out of funds legally available therefor, subject to applicable law and any contractual restrictions on the payment of

dividends and to the rights of the holders of one or more outstanding series of our preferred stock.

Upon our liquidation, dissolution, or winding up and after payment in full of all amounts required to be paid to

creditors, and subject to the rights of the holders of one or more outstanding series of preferred stock having

liquidation preferences senior to or on parity with our common stock, the holders of shares of our common stock

will be entitled to receive a pro rata portion of our remaining assets available for distribution.

The common stock will not be subject to further calls or assessments by us. Holders of shares of our common

stock do not have preemptive, subscription, redemption, or conversion rights. There will be no redemption or

sinking fund provisions applicable to the common stock. The rights, powers, preferences, and privileges of holders

of our common stock will be subject to those of the holders of any shares of our preferred stock or any other series

or class of stock we may authorize and issue in the future.

Preferred Stock

Our amended and restated certificate of incorporation authorizes our Board to establish one or more series of

preferred stock out of our authorized and unissued shares of preferred stock. Unless required by law or by any stock

exchange, and subject to the terms of our amended and restated certificate of incorporation, any shares of preferred

stock may be so designated and the rights, powers, and preferences thereof may be fixed as described below by our

Board, and such shares will be available for issuance, without further action by holders of our common stock. Our

Board is able to determine, with respect to any series of preferred stock, the powers (including voting powers),

preferences and relative, participating, optional and other special rights, and the qualifications, limitations, or

restrictions thereof, including, without limitation:

•the designation of the series;

•the number of shares of the series, which our Board may, except where otherwise provided in any preferred

stock designation, increase (but not above the total number of authorized shares of the class) or decrease

(but not below the number of shares then outstanding);

•whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;

•the dates at which dividends, if any, will be payable on shares of such series;

•the redemption rights and price or prices, if any, for shares of the series;

•the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;

•the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation,

dissolution, or winding-up of our affairs or other event;

•whether the shares of the series will be convertible into shares of any other class or series, or any other

security, of us or any other entity, and, if so, the specification of the other class or series or other security,

the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares

will be convertible, and all other terms and conditions upon which the conversion may be made;

•restrictions on the issuance of shares of the same series or of any other class or series of our capital stock;

and

•the voting powers, if any, of the holders of the series.

We could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage

an acquisition attempt or other transaction that some, or a majority, of the holders of our common stock might

believe to be in their best interests or in which the holders of our common stock might receive a premium over the

market price of the shares of our common stock. Additionally, the issuance of preferred stock may adversely affect

the rights of holders of our common stock by restricting dividends on the common stock, diluting the voting power

of the common stock, or subordinating the rights of the common stock to distributions upon a liquidation,

dissolution, or winding up or other event. As a result of these or other factors, the issuance of preferred stock could

have an adverse impact on the market price of our common stock.

Dividends

The DGCL permits a corporation to declare and pay dividends out of “surplus” or, if there is no “surplus,” out

of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. “Surplus” is

defined as the excess of the net assets of the corporation over the amount determined to be the capital of the

corporation by its board of directors. The capital of the corporation is typically calculated to be (and cannot be less

than) the aggregate par value of all issued shares of capital stock. Net assets equals the fair value of the total assets

minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the

payment of the dividend, the remaining capital would be less than the capital represented by the outstanding stock of

all classes having a preference upon the distribution of assets. In either case, the corporation must also have

sufficient lawfully available funds to pay the dividend. Declaration and payment of any dividend will be subject to

the discretion of our Board.

Annual Stockholder Meetings

Our amended and restated certificate of incorporation and bylaws provide that annual stockholder meetings will

be held at a date, time, and place, if any, as exclusively selected by our Board. To the extent permitted under

applicable law and determined by our Board, we may conduct meetings solely by means of remote communications,

including by webcast.

Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Bylaws and Certain

Provisions of Delaware Law

Our amended and restated certificate of incorporation, bylaws, and the DGCL contain provisions that are

summarized in the following paragraphs and that are intended to enhance the likelihood of continuity and stability in

the composition of our Board. These provisions are intended to avoid costly takeover battles, reduce our

vulnerability to a hostile or abusive change of control, and enhance the ability of our Board to maximize stockholder

value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover

effect and may delay, deter, or prevent a merger or acquisition of us by means of a tender offer, a proxy contest, or

other takeover attempt that a stockholder might consider in its best interest, including those attempts that might

result in a premium over the prevailing market price for the shares of common stock held by stockholders.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of shares that are authorized and available

for issuance. However, the listing requirements of Nasdaq, which would apply so long as the shares of common

stock remain listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the

then outstanding voting power or the then outstanding number of shares of common stock. These additional shares

may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to

facilitate acquisitions.

Our Board may generally issue shares of one or more series of preferred stock on terms designed to discourage,

delay, or prevent a change of control of us or the removal of our management. Moreover, our authorized but

unissued shares of preferred stock will be available for future issuances in one or more series without stockholder

approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional

capital, to facilitate acquisitions, and employee benefit plans.

One of the effects of the existence of authorized and unissued and unreserved common stock or preferred stock

may be to enable our Board to issue shares to persons friendly to current management, which issuance could render

more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or

otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of

opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Board Declassification; Number of Directors

In accordance with our amended and restated certificate of incorporation, our Board is in the process of being

declassified on a phased-in basis and will be fully declassified by the 2026 annual meeting of stockholders (the

“declassification date”). Directors elected at our 2024 and 2025 annual meeting of stockholders were each elected

for a one-year term, and all director nominees at our 2026 annual meeting of stockholders will, if elected, serve for a

one-year term. A director’s term continues until the election and qualification of his or her successor or his or her

earlier death, resignation, or removal. Our amended and restated certificate of incorporation provides that, subject to

any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of

directors will be fixed from time to time exclusively pursuant to a resolution adopted by our Board.

Business Combinations

We are subject to Section 203 of the DGCL. In general, Section 203 prohibits a publicly-held Delaware

corporation from engaging, under certain circumstances, in a “business combination” with an “interested

stockholder” for a period of three years following the time that the stockholder became an interested stockholder,

unless:

•prior to such time, the board of directors of the corporation approved either the business combination or the

transaction that resulted in the stockholder becoming an interested stockholder;

•upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder,

the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time

the transaction commenced, excluding for purposes of determining the number of shares outstanding (but

not for purposes of determining the number of shares owned by the interested stockholder) (1) shares

owned by persons who are directors and also officers and (2) shares owned by employee stock plans in

which employee participants do not have the right to determine confidentially whether shares held subject

to the plan will be tendered in a tender or exchange offer; or

•at or subsequent to such time, the business combination is approved by the board and authorized at an

annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66

2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a

financial benefit to the interested stockholder (other than on other than a pro rata basis with other stockholders).

Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and

associates, owns or if such person is an affiliate or associate of the corporation, within three years prior to the

determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock.

Under certain circumstances, Section 203 makes it more difficult for a person who would be an “interested

stockholder” to effect various business combinations with a corporation for a three-year period. Accordingly,

Section 203 could have an anti-takeover effect with respect to certain transactions our board of directors does not

approve in advance. The provisions of Section 203 may encourage companies interested in acquiring us to negotiate

in advance with our board of directors to avoid the restrictions on business combinations that would apply if the

stockholder became an interested stockholder. However, Section 203 also could discourage attempts that might

result in a premium over the market price for the shares of common stock held by stockholders. These provisions

also may have the effect of preventing changes in our board of directors and may make it more difficult to

accomplish transactions that stockholders may otherwise deem to be in their best interests.

Removal of Directors; Vacancies; and Newly Created Directorships

Our amended and restated certificate of incorporation provides that, subject to the rights granted to one or more

series of preferred stock then outstanding, for so long as the Board is classified, a classified director may be removed

only for cause upon the affirmative vote of a majority in voting power of all outstanding shares of stock entitled to

vote generally in the election of directors, voting together as a single class. Our amended and restated certificate of

incorporation provides that, as of the declassification date, subject to the rights granted to one or more series of

preferred stock then outstanding, a director may be removed with or without cause upon the affirmative vote of a

majority in voting power of all outstanding shares of stock entitled to vote generally in the election of directors,

voting together as a single class. If, at the same meeting at which a director is so removed, the stockholders holding

a majority in voting power of all outstanding shares of stock entitled to vote generally in the election of directors

nominate a replacement director, such nomination shall not be subject to the nomination procedures that otherwise

apply and stockholders holding a majority in voting power of all outstanding shares of stock entitled to vote on the

election of such director may vote to elect a replacement director. Subject to the foregoing, our amended and

restated certificate of incorporation also provides that, subject to the rights granted to one or more series of preferred

stock then outstanding, any newly-created directorship on the Board that results from an increase in the number of

directors and any vacancies on our Board will be filled only by the affirmative vote of a majority of the remaining

directors, even if less than a quorum, or by a sole remaining director.

Loss of Voting Rights

If at any time any person or group (other than our former general partner and its affiliates, a direct or indirect

transferee of our former general partner or its affiliates (provided that, with respect to any indirect transferee, our

Board shall have provided such transferee with written notification that this limitation shall not apply) or a person or

group that has acquired such stock with the prior approval of our Board or our former general partner) beneficially

owns 20% or more of any class of our stock then outstanding, that person or group will lose voting rights on all of its

shares our stock and such shares of stock may not be voted on any matter as to which the holders of such shares of

stock may be entitled to vote and will not be considered to be outstanding when sending notices of a meeting of

stockholders, calculating required votes, determining the presence of a quorum or for other similar purposes, in each

case, as applicable and to the extent the holders of such shares of stock are entitled to any vote.

No Cumulative Voting

Under Delaware law, the right to vote cumulatively does not exist unless the certificate of incorporation

specifically authorizes cumulative voting. Our amended and restated certificate of incorporation does not authorize

cumulative voting. Therefore, stockholders holding a majority in voting power of the shares of our stock entitled to

vote generally in the election of directors will be able to elect all of our directors up for election at each annual

meeting.

Special Stockholder Meetings

Our amended and restated certificate of incorporation provides that special meetings of our stockholders may be

called at any time only by or at the direction of our Board or stockholders representing 50% or more of the voting

power of the outstanding stock of the class or classes for which a meeting is proposed. The DGCL and our bylaws

prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting.

These provisions may have the effect of deterring, delaying, or discouraging hostile takeovers, or changes in control

or management of the Company.

Director Nominations and Stockholder Proposals

Our amended and restated certificate of incorporation establishes advance notice procedures with respect to

stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or

at the direction of our Board or a committee of our Board or with respect to any directors elected by the holders of

one or more series of our preferred stock. In order for any matter to be properly brought before a meeting, a

stockholder will have to comply with advance notice requirements and provide us with certain information.

Generally, to be timely, a stockholder’s notice must be received at our principal office no later than the close of

business on the 90th day, nor earlier than the closer of business on the than 120th day, prior to the first anniversary

date of the immediately preceding annual meeting of stockholders. In addition, our amended and restated certificate

of incorporation specifies requirements as to the form and content of a stockholder’s notice. Our amended and

restated certificate of incorporation also allows our Board to adopt rules and regulations for the conduct of meetings

of stockholders, which may have the effect of precluding the conduct of certain business at a meeting if the rules and

regulations are not followed. These provisions may also defer, delay, or discourage a potential acquirer from

conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence

or obtain control of the Company.

Stockholder Action by Written Consent

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the

stockholders may be taken without a meeting, without prior notice, and without a vote if a consent or consents in

writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the

minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares

of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of

incorporation provides otherwise. Our amended and restated certificate of incorporation does not permit our

common stockholders to act by consent in writing, unless such action is consented to by our Board in writing or by

electronic transmission.

The combination of the lack of cumulative voting and the loss of voting rights by any person or group that

beneficially owns 20% or more of any class of our stock then outstanding (subject to certain exceptions) will make it

more difficult for our existing stockholders to replace our Board as well as for another party to obtain control of us

by replacing our Board. Because our Board has the power to retain and discharge our officers, these provisions could

also make it more difficult for existing stockholders or another party to effect a change in management.

These provisions may have the effect of deterring hostile takeovers or delaying or preventing changes in control

of us or our management, such as a merger, reorganization, or tender offer. These provisions are intended to enhance

the likelihood of continued stability in the composition of our Board and its policies and to discourage certain types

of transactions that may involve an actual or threatened acquisition of the Company. These provisions are designed

to reduce our vulnerability to an unsolicited acquisition proposal. The provisions are also intended to discourage

certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging

others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the

market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also

have the effect of preventing changes in management.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a

merger or consolidation in which we are a constituent entity. Subject to certain exceptions, pursuant to the DGCL,

stockholders who properly demand and perfect appraisal rights in connection with such merger or consolidation will

have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery,

plus interest, if any, on the amount determined to be the fair value, from the effective time of the merger or

consolidation through the date of payment of the judgment.

Stockholders’ Derivative Actions

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor,

also known as a derivative action, in certain circumstances. Among other things, either the stockholder bringing any

such action must be a holder of our shares at the time of the transaction to which the action relates or such

stockholder’s stock must have thereafter devolved by operation of law, and such stockholder must continuously hold

shares through the resolution of such action. To bring such an action, the stockholder must otherwise comply with

Delaware law regarding derivative actions.

Exclusive Forum

Our amended and restated certificate of incorporation provides that, unless we consent otherwise in writing, any

(1) derivative action or proceeding brought on behalf of our Company, (2) action asserting a claim of breach of a

fiduciary duty owed by any director, officer, stockholder, or employee of our Company to our Company or our

Company’s stockholders, (3) action asserting a claim arising pursuant to any provision of the DGCL, our amended

and restated certificate of incorporation or our bylaws (as either may be amended or restated), or (4) action asserting

a claim governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be exclusively 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 located in the State of Delaware with subject matter jurisdiction. Any person who acquires an

interest in any shares of capital stock of our Company shall be deemed to have notice of and consented to the forum

provisions in our amended and restated certificate of incorporation. However, it is possible that a court could find

our forum selection provisions to be inapplicable or unenforceable.

Conflicts of Interest

Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain

opportunities that are presented to the corporation or its officers, directors, or stockholders. Our amended and

restated certificate of incorporation, to the maximum extent permitted from time to time by Delaware law, renounces

any interest or expectancy that we have in any business ventures of (a) our former general partner, (b) any person

who is or was a “tax matters partner” (as defined in the U.S. Internal Revenue Code of 1986, as amended, the

“Code” as in effect prior to 2018) or “partnership representative” (as defined in the Code), as applicable, officer, or

director of Carlyle or our former general partner, (c) any officer or director of Carlyle or our former general partner

who is or was serving at the request of Carlyle or our former general partner as an officer, director, employee,

member, partner, “tax matters partner” (as defined in the Code as in effect prior to 2018), or “partnership

representative” (as defined in the Code), as applicable, agent, fiduciary, or trustee of another person (subject to

certain limitations), (d) any person who controls our former general partner, and (e) certain other persons designated

by the Company (collectively, the “Indemnitees”), except with respect to any corporate opportunity expressly

offered to any Indemnitee solely through their service to us or our subsidiaries. Our amended and restated certificate

of incorporation provides that each Indemnitee has the right to engage in businesses of every type and description,

including business interests and activities in direct competition with our business and activities. In addition, our

amended and restated certificate of incorporation waives and renounces any interest or expectancy that we may have

in, or right to be offered an opportunity to participate in, business opportunities that are from time to time presented

to the Indemnitees. Our amended and restated certificate of incorporation also provides that the Indemnitees shall

not be liable to us, any of our stockholders, or any other person who acquires an interest in any shares of capital

stock of our Company by reason that such Indemnitee(s) pursues or acquires a business opportunity for itself, directs

such opportunity to another person, does not communicate such opportunity or information to us or our subsidiaries

or, to the fullest extent permitted by applicable law, uses information in the possession of us or our subsidiaries to

acquire or operate a business opportunity.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors and specified officers

to corporations and their stockholders for monetary damages for breaches of their fiduciary duties, subject to certain

exceptions. Our amended and restated certificate of incorporation includes a provision that eliminates the personal

liability of directors for monetary damages to the Company or its stockholders for any breach of fiduciary duty as a

director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.

The effect of these provisions is to eliminate the rights of us and our stockholders, directly or through stockholders’

derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a

director, including breaches resulting from grossly negligent behavior. However, exculpation does not apply to any

director if the director has breached such director’s duty of loyalty, acted in bad faith, knowingly or intentionally

violated the law, authorized illegal dividends, redemptions or repurchases, or derived an improper benefit from his

or her actions as a director.

Our amended and restated certificate of incorporation generally provides that we must indemnify and advance

expenses to our directors and officers to the fullest extent authorized by the DGCL in actions, suits, or proceedings

not commenced by them. We also are expressly authorized to carry directors and officers’ liability insurance

providing indemnification for our directors, officers, and certain employees for some liabilities. We believe that

these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors

and executive officers.

The limitation of liability, indemnification, and advancement provisions in our amended and restated certificate

of incorporation may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary

duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors

and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition,

your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against

directors and officers pursuant to these indemnification provisions.

Transfer Agent and Registrar

The transfer agent and registrar for common stock is Equiniti (EQ). The transfer agent and registrar’s address is

PO Box 500, Newark, NJ 07101, and its telephone number is (800) 468-9716.

Listing

Our common stock is listed on Nasdaq under the symbol “CG.”

DESCRIPTION OF DEPOSITARY SHARES

The following description contains general terms and provisions of the depositary shares to which any

prospectus supplement may relate. The particular terms of the depositary shares offered by any prospectus

supplement and the extent, if any, to which such general provisions may not apply to the depositary shares so

offered will be described in the prospectus supplement relating to such securities. For more information, please refer

to the provisions of the deposit agreement we will enter into with a depositary to be selected, our amended and

restated certificate of incorporation, and the certificate of designation for the applicable series of preferred stock.

General

We may, at our option, elect to offer depositary shares rather than full shares of preferred stock. In the event

such option is exercised, each of the depositary shares will represent ownership of and entitlement to all rights and

preferences of a fraction of a share of preferred stock of a specified series (including dividend, voting, redemption,

and liquidation rights). The applicable fraction will be specified in a prospectus supplement. The shares of preferred

stock represented by the depositary shares will be deposited with a depositary named in the applicable prospectus

supplement, under a deposit agreement, among Carlyle, the depositary, and the holders of the certificates evidencing

depositary shares, or “depositary receipts.” Depositary receipts will be delivered to those persons purchasing

depositary shares in the offering. The depositary will be the transfer agent, registrar, and dividend disbursing agent

for the depositary shares. Holders of depositary receipts agree to be bound by the deposit agreement, which requires

holders to take certain actions such as filing proof of residence and paying certain charges.

Dividends

The depositary will distribute all cash dividends or other cash distributions received in respect of the series of

preferred stock represented by the depositary shares to the record holders of depositary receipts in proportion to the

number of depositary shares owned by such holders on the relevant record date, which will be the same date as the

record date fixed by Carlyle for the applicable series of preferred stock. The depositary, however, will distribute

only such amount as can be distributed without attributing to any depositary share a fraction of one cent, and any

balance not so distributed will be added to and treated as part of the next sum received by the depositary for

distribution to record holders of depositary receipts then outstanding.

In the event of a distribution other than in cash, the depositary will distribute property received by it to the

record holders of depositary receipts entitled thereto, in proportion, as nearly as may be practicable, to the number of

depositary shares owned by such holders on the relevant record date, unless the depositary determines (after

consultation with Carlyle) that it is not feasible to make such distribution, in which case the depositary may (with the

approval of Carlyle) adopt any other method for such distribution as it deems equitable and appropriate, including

the sale of such property (at such place or places and upon such terms as it may deem equitable and appropriate) and

distribution of the net proceeds from such sale to such holders.

Liquidation Preference

In the event of the liquidation, dissolution, or winding up of the affairs of Carlyle, whether voluntary or

involuntary, the holders of each depositary share will be entitled to the fraction of the liquidation preference

accorded each share of the applicable series of preferred stock as set forth in the prospectus supplement.

Redemption

If the series of preferred stock represented by the applicable series of depositary shares is redeemable, such

depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in

whole or in part, of preferred stock held by the depositary. Whenever we redeem any preferred stock held by the

depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing

the preferred stock so redeemed. The depositary will mail the notice of redemption promptly upon receipt of such

notice from us and not less than 30 nor more than 60 days prior to the date fixed for redemption of the preferred

stock and the depositary shares to the record holders of the depositary receipts.

Voting

Promptly upon receipt of notice of any meeting at which the holders of the series of preferred stock represented

by the applicable series of depositary shares are entitled to vote, the depositary will mail the information contained

in such notice of meeting to the record holders of the depositary receipts as of the record date for such meeting. Each

such record holder of depositary receipts will be entitled to instruct the depositary as to the exercise of the voting

rights pertaining to the number of shares of preferred stock represented by such record holder’s depositary shares.

The depositary will endeavor, insofar as practicable, to vote such preferred stock represented by such depositary

shares in accordance with such instructions, and we will agree to take all action which may be deemed necessary by

the depositary in order to enable the depositary to do so. The depositary will abstain from voting any of the preferred

stock to the extent that it does not receive specific instructions from the holders of depositary receipts.

Withdrawal of Preferred Stock

Upon surrender of depositary receipts at the principal office of the depositary, upon payment of any unpaid

amount due the depositary, and subject to the terms of the deposit agreement, the owner of the depositary shares

evidenced thereby is entitled to delivery of the number of whole shares of preferred stock and all money and other

property, if any, represented by such depositary shares. Partial shares of preferred stock will not be issued. If the

depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of

depositary shares representing the number of whole shares of preferred stock to be withdrawn, the depositary will

deliver to such holder at the same time a new depositary receipt evidencing such excess number of depositary

shares. Holders of preferred stock thus withdrawn will not thereafter be entitled to deposit such shares under the

deposit agreement or to receive depositary receipts evidencing depositary shares therefor.

Amendment and Termination of Deposit Agreement

The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may

at any time and from time to time be amended by agreement between Carlyle and the depositary. However, any

amendment which materially and adversely alters the rights of the holders (other than any change in fees) of

depositary shares will not be effective unless such amendment has been approved by at least a majority of the

depositary shares then outstanding. No such amendment may impair the right, subject to the terms of the deposit

agreement, of any owner of any depositary shares to surrender the depositary receipt evidencing such depositary

shares with instructions to the depositary to deliver to the holder of the preferred stock and all money and other

property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law.

The deposit agreement will be permitted to be terminated by Carlyle upon not less than 30 days prior written

notice to the applicable depositary if a majority of each series of preferred stock affected by such termination

consents to such termination, whereupon such depositary will be required to deliver or make available to each holder

of depositary receipts, upon surrender of the depositary receipts held by such holder, such number of whole or

fractional shares of preferred stock as are represented by the depositary shares evidenced by such depositary receipts

together with any other property held by such depositary with respect to such depositary receipts. In addition, the

deposit agreement will automatically terminate if (i) all outstanding depositary shares thereunder shall have been

redeemed, (ii) there shall have been a final distribution in respect of the related preferred stock in connection with

any liquidation, dissolution, or winding-up of Carlyle and such distribution shall have been distributed to the holders

of depositary receipts evidencing the depositary shares representing such preferred stock, or (iii) each share of the

related preferred stock shall have been converted into stock of Carlyle not so represented by depositary shares.

Charges of Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the

depositary arrangements. We will pay charges of the depositary in connection with the initial deposit of the preferred

stock and initial issuance of the depositary shares, and redemption of the preferred stock and all withdrawals of

preferred stock by owners of depositary shares. Holders of depositary receipts will pay transfer, income, and other

taxes and governmental charges and certain other charges as are provided in the deposit agreement to be for their

accounts. In certain circumstances, the depositary may refuse to transfer depositary shares, may withhold dividends

and distributions and sell the depositary shares evidenced by such depositary receipt if such charges are not paid.

Miscellaneous

The depositary will forward to the holders of depositary receipts all reports and communications from us which

are delivered to the depositary and which we are required to furnish to the holders of the preferred stock. In addition,

the depositary will make available for inspection by holders of depositary receipts at the principal office of the

depositary, and at such other places as it may from time to time deem advisable, any reports and communications

received from us which are received by the depositary as the holder of preferred stock.

Neither the depositary nor Carlyle assumes any obligation or will be subject to any liability under the deposit

agreement to holders of depositary receipts other than for its gross negligence or willful misconduct. Neither the

depositary nor Carlyle will be liable if it is prevented or delayed by law or any circumstance beyond its control in

performing its obligations under the deposit agreement. The obligations of Carlyle and the depositary under the

deposit agreement will be limited to performance in good faith of their duties thereunder, and they will not be

obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless

satisfactory indemnity is furnished. Carlyle and the depositary may rely on written advice of counsel or accountants,

on information provided by holders of the depositary receipts or other persons believed in good faith to be

competent to give such information and on documents believed to be genuine and to have been signed or presented

by the proper party or parties.

In the event the depositary shall receive conflicting claims, requests, or instructions from any holders of

depositary receipts, on the one hand, and Carlyle, on the other hand, the depositary shall be entitled to act on such

claims, requests or instructions received from Carlyle.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time

remove the depositary, any such resignation or removal to take effect upon the appointment of a successor

depositary and its acceptance of such appointment. Such successor depositary must be appointed within 60 days

after delivery of the notice for resignation or removal and must be a bank or trust company having its principal

office in the United States of America and having a combined capital and surplus of at least $150 million.

DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

We may offer debt securities from time to time in as many distinct series as we may determine under one or

more indentures, each to be entered into by (i) us and/or one or more of our subsidiaries as issuer or co-issuer and/or

(ii) us and/or one or more of our subsidiaries as guarantor (as defined below), a trustee, registrar, paying agent, and

transfer agent and/or a collateral agent, as applicable. The debt securities of any series may have the benefit of

guarantees (each, a “guarantee”) by us, as parent guarantor, and/or one or more of our subsidiaries (each, a

“subsidiary guarantor” and together with any parent guarantor, a “guarantor”). Unless otherwise expressly stated in

the applicable prospectus supplement, the guarantees will be unsubordinated and unsecured obligations of the

respective guarantors. If so indicated in the applicable prospectus supplement, the issuers may issue debt securities

that are secured by specified collateral or that have the benefit of one or more guarantees that are secured by

specified collateral.

The trustee, registrar, paying agent, transfer agent, collateral agent, calculation agent, and/or foreign currency

agent, as applicable, shall be named in the applicable prospectus supplement. Unless otherwise expressly stated in

the applicable prospectus supplement, the issuer may issue both secured and unsecured debt securities and both

unsubordinated and subordinated debt securities under the indenture. Unless otherwise expressly stated or the

context otherwise requires, references in this section to the “indenture” and the “trustee” refer to the applicable

indenture pursuant to which any particular series of debt securities is issued and to the trustee under that indenture.

The terms of any series of debt securities and, if applicable, any guarantees of the debt securities of such series will

be those specified in or pursuant to the applicable indenture and in the certificates evidencing that series of debt

securities and those made part of the indenture by the Trust Indenture Act of 1939, as amended (the “Trust Indenture

Act”).

When we offer to sell a particular series of debt securities, we urge you to read the indenture, including any

related supplemental indentures, applicable to a particular series of debt securities because they, and not this

description, define your rights as the holders of debt securities, copies of which may be obtained in the manner

described under “Where You Can Find More Information.”

For purposes of this section of this prospectus, references to “we,” “us,” and “our” are to The Carlyle Group

Inc. (parent company only) and not to any of its subsidiaries.

General

When we offer to sell a particular series of debt securities, we will describe the specific terms and conditions of

the series in a prospectus supplement to this prospectus, which may include, without limitation, the following:

•the title of the series;

•the maximum aggregate principal amount, if any, established for debt securities of the series;

•the person to whom any interest on a debt security of the series will be payable, if other than the person in

whose name that debt security (or one or more predecessor debt securities) is registered at the close of

business on the regular record date for that interest;

•whether the debt securities and, if applicable, any guarantees of such debt securities, will be subordinated to

other indebtedness of the issuer and, if so, the terms and conditions upon which such debt securities will be

subordinated;

•the date or dates on which the principal of any debt securities of the series will be payable or the method

used to determine or extend those dates;

•the rate or rates at which any debt securities of the series will bear interest, if any, the date or dates from

which interest, if any, will accrue, the interest payment dates on which interest, if any, will be payable and

the regular record date for interest, if any, payable on any interest payment date;

•the place or places where the principal of and premium, if any, and interest on any debt securities of the

series will be payable and the manner in which any payment may be made;

•the period or periods within which, the price or prices at which and the terms and conditions upon which

any debt securities of the series may be redeemed, in whole or in part, at our option and, if other than by a

Board resolution, the manner in which any election by us to redeem the debt securities will be evidenced;

•our obligation or right, if any, to redeem or purchase any debt securities of the series pursuant to any

sinking fund or at the option of the holder thereof and the period or periods within which, the price or

prices at which and the terms and conditions upon which any debt securities of the series will be redeemed

or purchased, in whole or in part, pursuant to that obligation;

•if other than denominations of $2,000 and any integral multiples of $1,000 in excess thereof, the

denominations in which any debt securities of the series will be issuable;

•if the amount of principal of or premium, if any, or interest on any debt securities of the series may be

determined with reference to a financial or economic measure or index or pursuant to a formula, the manner

in which those amounts will be determined;

•if other than U.S. dollars, the currency, currencies, or currency units in which the principal of or premium,

if any, or interest on any debt securities of the series will be payable and the manner of determining the

equivalent thereof in U.S. dollars for any purpose;

•if the principal of or premium, if any, or interest on any debt securities of the series is to be payable, at our

election or the election of the holder thereof, in one or more currencies or currency units other than that or

those in which those debt securities are stated to be payable, the currency, currencies, or currency units in

which the principal of or premium, if any, or interest on the debt securities as to which that election is made

will be payable, the periods within which and the terms and conditions upon which that election is to be

made and the amount so payable (or the manner in which that amount will be determined);

•if other than the entire principal amount thereof, the portion of the principal amount of any debt securities

of the series which will be payable upon declaration of acceleration of the maturity thereof pursuant to the

indenture;

•if the principal amount payable at the stated maturity of any debt securities of the series will not be

determinable as of any one or more dates prior to the stated maturity, the amount which will be deemed to

be the principal amount of those debt securities as of any date for any purpose, including the principal

amount thereof which will be due and payable upon any maturity other than the stated maturity or which

will be deemed to be outstanding as of any date prior to the stated maturity (or, in any case, the manner in

which the amount deemed to be the principal amount will be determined);

•if other than by a Board resolution, the manner in which any election by us to defease any debt securities of

the series pursuant to the indenture will be evidenced; whether any debt securities of the series other than

debt securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to the

defeasance provisions of the indenture; or, in the case of debt securities denominated in U.S. dollars and

bearing interest at a fixed rate, if applicable, that the debt securities of the series, in whole or any specified

part, will not be defeasible pursuant to the indenture;

•if applicable, that any debt securities of the series will be issuable in whole or in part in the form of one or

more global securities and, in that case, the respective depositaries for those global securities and the form

of any legend or legends which will be borne by any global securities, and any circumstances in which any

global security may be exchanged in whole or in part for debt securities registered, and any transfer of a

global security in whole or in part may be registered, in the name or names of persons other than the

depositary for that global security or a nominee thereof and any other provisions governing exchanges or

transfers of global securities;

•any events of default applicable to any debt securities of the series and any right of the trustee or the

holders of those debt securities to declare the principal amount thereof due and payable;

•any covenants applicable to the debt securities of the series;

•if the debt securities of the series are to be convertible into or exchangeable for cash and/or any securities or

other property of any person (including us), the terms and conditions upon which those debt securities will

be so convertible or exchangeable;

•whether the debt securities of the series will be guaranteed by any persons and, if so, the identity of those

persons, the terms and conditions upon which those debt securities will be guaranteed and, if applicable, the

terms and conditions upon which those guarantees may be subordinated to other indebtedness of the

respective guarantors;

•whether the debt securities of the series will be secured by any collateral and, if so, the terms and conditions

upon which those debt securities will be secured and, if applicable, upon which those liens may be

subordinated to other liens securing other indebtedness of us or of any guarantor;

•if appropriate, a discussion of U.S. federal income tax consequences;

•the name and corporate trust office of the trustee;

•any other terms of the debt securities of the series (which terms will not be inconsistent with the provisions

of the indenture, except as permitted thereunder);

•the CUSIP and/or ISIN number(s) of the debt securities of the series; and

•the law that will govern the indenture and the debt securities of the series.

DESCRIPTION OF WARRANTS

The following description of the terms of the warrants sets forth certain general terms and provisions of the

warrants to which any prospectus supplement may relate. We may issue warrants for the purchase of debt or equity

securities described in this prospectus. Warrants may be issued independently or together with any offered securities

and may be attached to or separate from such securities. Each series of warrants will be issued under one or more

warrant agreements we will enter into with a warrant agent specified in the agreement. The warrant agent will act

solely as our agent in connection with the warrants of that series and will not assume any obligation or relationship

of agency or trust for or with any holders or beneficial owners of warrants. The following summary of certain

provisions of the warrants does not purport to be complete and is subject to, and qualified in its entirety by reference

to, the provisions of the warrant agreement that will be filed with the SEC in connection with an offering of our

warrants.

A prospectus supplement relating to any series of warrants being offered will include specific terms relating to

the offering. They will include, where applicable:

•the title of the warrants;

•the aggregate number of warrants;

•the price or prices at which the warrants will be issued;

•the currencies in which the price or prices of the warrants may be payable;

•the designation, amount and terms of the offered securities purchasable upon exercise of the warrants;

•the designation and terms of the other offered securities, if any, with which the warrants are issued and the

number of warrants issued with the security;

•if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise

of the warrants will be separately transferable;

•the price or prices at which, and currency or currencies in which, the offered securities purchasable upon

exercise of the warrants may be purchased;

•the date on which the right to exercise the warrants shall commence and the date on which the right shall

expire;

•the effect of any merger, consolidation, sale, or other disposition of our business on the warrant agreement

and the warrants;

•the terms of any rights to redeem or call the warrants;

•any minimum or maximum amount of warrants that may be exercised at any one time;

•information with respect to book-entry procedures, if any;

•any listing of warrants on any securities exchange;

•if appropriate, a discussion of U.S. federal income tax consequences; and

•any other material term of the warrants, including terms, procedures, and limitations relating to the

exchange and exercise of the warrants.

DESCRIPTION OF SUBSCRIPTION RIGHTS

The following is a general description of the terms of the subscription rights we may issue from time to time.

Particular terms of any subscription rights we offer will be described in the prospectus supplement relating to such

subscription rights.

We may issue subscription rights to purchase our equity or debt securities. These subscription rights may be

issued independently or together with any other security offered hereby and may or may not be transferable by the

stockholder receiving the subscription rights in such offering. In connection with any offering of subscription rights,

we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the

underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such

offering.

The applicable prospectus supplement will describe the specific terms of any offering of subscription rights for

which this prospectus is being delivered, including the following:

•the price, if any, for the subscription rights;

•the exercise price payable for our equity or debt securities upon the exercise of the subscription rights;

•the number of subscription rights issued to each stockholder;

•the amount of our equity or debt securities that may be purchased per each subscription right;

•the extent to which the subscription rights are transferable;

•any other terms of the subscription rights, including the terms, procedures, and limitations relating to the

exchange and exercise of the subscription rights;

•the date on which the right to exercise the subscription rights shall commence, and the date on which the

subscription rights shall expire;

•the extent to which the subscription rights may include an over-subscription privilege with respect to

unsubscribed securities; and

•if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in

connection with the offering of subscription rights.

The description in the applicable prospectus supplement of any subscription rights we offer will not necessarily

be complete and will be qualified in its entirety by reference to the applicable subscription rights certificate or

subscription rights agreement, which will be filed with the SEC if we offer subscription rights.

DESCRIPTION OF PURCHASE CONTRACTS

We may issue purchase contracts, including contracts obligating holders to purchase from or sell to us, and for

us to sell to or purchase from the holders, a specified principal amount of debt securities or a specified number of

shares of common stock, shares of preferred stock, or depositary shares at a future date or dates. The consideration

for the debt securities, common stock, preferred stock, or depositary shares and the principal amount of debt

securities or number of shares of each may be fixed at the time the purchase contracts are issued or may be

determined by reference to a specific formula set forth in the purchase contracts. The purchase contracts may be

issued separately or as part of units, often known as purchase units, consisting of a purchase contract and other

securities or obligations issued by us or third parties, including U.S. Treasury securities, which may secure the

holders’ obligations to purchase the debt securities, common stock, preferred stock, or depositary shares under the

purchase contracts. The purchase contracts may require us to make periodic payments to the holders of the purchase

contracts or units or vice versa, and these payments may be unsecured or prefunded on some basis. The purchase

contracts may require holders to secure their obligations under those contracts in a specified manner.

The applicable prospectus supplement will describe the terms of the purchase contracts and purchase units,

including, if applicable, collateral or depositary arrangements.

DESCRIPTION OF UNITS

As specified in the applicable prospectus supplement, we may issue units consisting of one or more shares of

common stock, shares of preferred stock, depositary shares, debt securities, warrants, subscription rights, purchase

contracts, or any combination of such securities.

The applicable prospectus supplement will specify the following terms of any units in respect of which this

prospectus is being delivered:

•the terms of the units and of any of the common stock, preferred stock, depositary shares, debt securities,

warrants, subscription rights, or purchase contracts comprising the units, including whether and under what

circumstances the securities comprising the units may be held or transferred separately;

•a description of the terms of any unit agreement governing the units;

•a description of the provisions for the payment, settlement, transfer, or exchange of the units; and

•whether the units will be issued in fully registered or global form.

BOOK-ENTRY; DELIVERY AND FORM; GLOBAL SECURITIES

Unless otherwise specified in the applicable prospectus supplement, the debt securities of each series will be

issued in the form of one or more global securities, in definitive, fully registered form without interest coupons, each

of which we refer to as a “global security.” Each global security will be deposited with the trustee as custodian for

The Depository Trust Company (“DTC”) and registered in the name of a nominee of DTC in New York, New York

for the accounts of participants in DTC.

Investors may hold their interests in a global security directly through DTC if they are DTC participants, or

indirectly through organizations that are DTC participants. Except in the limited circumstances described below,

holders of securities represented by interests in a global security will not be entitled to receive their securities in fully

registered certificated form.

DTC has advised us as follows: DTC is a limited-purpose trust company organized under New York Banking

Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve

System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing

agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold

securities of institutions that have accounts with DTC (“participants”) and to facilitate the clearance and settlement

of securities transactions among its participants in those securities through electronic book-entry changes in accounts

of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants

include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and

certain other organizations. Access to DTC’s book-entry system is also available to others, such as both U.S. and

non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or

maintain a custodial relationship with a participant, whether directly or indirectly.

Ownership of Beneficial Interests

Upon the issuance of each global security, DTC will credit, on its book-entry registration and transfer system,

the respective principal amount of the individual beneficial interests represented by the global security to the

accounts of participants. Ownership of beneficial interests in each global security will be limited to participants or

persons that may hold interests through participants. Ownership of beneficial interests in each global security will be

shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC

(with respect to participants’ interests) and those participants (with respect to the owners of beneficial interests in the

global security other than participants).

So long as DTC or its nominee is the registered holder and owner of a global security, DTC or that nominee, as

the case may be, will be considered the sole legal owner of the security represented by the global security for all

purposes under security and applicable law. Except as set forth below, owners of beneficial interests in a global

security will not be entitled to receive certificated securities and will not be considered to be the owners or holders

of any securities represented by the global security. We understand that under existing industry practice, in the event

an owner of a beneficial interest in a global security desires to take any actions that DTC, as the holder of the global

security, is entitled to take, DTC would authorize the participants to take that action, and that participants would

authorize beneficial owners owning through those participants to take that action or would otherwise act upon the

instructions of beneficial owners owning through them. No beneficial owner of an interest in a global security will

be able to transfer that interest except in accordance with DTC’s applicable procedures, in addition to those provided

for under the indenture. Because DTC can only act on behalf of participants, who in turn act on behalf of others, the

ability of a person having a beneficial interest in a global security to pledge that interest to persons that do not

participate in the DTC system, or otherwise to take actions in respect of that interest, may be impaired by the lack of

a physical certificate representing that interest.

All payments on the securities represented by a global security registered in the name of and held by DTC or its

nominee will be made to DTC or its nominee, as the case may be, as the registered owner and holder of the global

security.

We expect that DTC or its nominee, upon receipt of any payment of principal or premium, if any, or interest in

respect of a global security, will credit participants’ accounts with payments in amounts proportionate to their

respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its

nominee. We also expect that payments by participants to owners of beneficial interests in the global security held

through those participants will be governed by standing instructions and customary practices as is now the case with

securities held for accounts for customers registered in the names of nominees for those customers. These payments,

however, will be the responsibility of those participants and indirect participants, and none of we, the trustee, or any

paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on

account of, beneficial ownership interests in any global security or for maintaining, supervising, or reviewing any

records relating to those beneficial ownership interests or for any other aspect of the relationship between DTC and

its participants or the relationship between those participants and the owners of beneficial interests in a global

security.

Unless and until it is exchanged in whole or in part for certificated securities, each global security may not be

transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of

DTC. Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and

will be settled in same-day funds.

We expect that DTC will take any action permitted to be taken by a holder of securities only at the direction of

one or more participants to whose account the DTC interests in a global security are credited and only in respect of

that portion of the aggregate principal amount of the securities as to which that participant or participants has or

have given that direction. However, if there is an event of default under the securities, DTC will exchange each

global security for certificated securities, which it will distribute to its participants.

Although we expect that DTC will agree to the foregoing procedures in order to facilitate transfers of interests

in each global security among participants of DTC, DTC is under no obligation to perform or continue to perform

those procedures, and those procedures may be discontinued at any time. Neither we nor the trustee will have any

responsibility for the performance or nonperformance by DTC or its participants or indirect participants of their

respective obligations under the rules and procedures governing their operations.

Global securities will be exchanged for securities in certificated form of like tenor and of an equal principal

amount, in authorized denominations in the following limited circumstances:

(1)DTC notifies us that it is unwilling or unable to continue as depository for such global securities or if DTC

ceases to be registered under the Exchange Act and we do not appoint a successor depository within 90

days;

(2)we determine in our discretion that such global securities will be exchangeable for certificated securities in

registered form; or

(3)if applicable to the particular type of security, there shall have occurred and be continuing an event of

default.

These certificated securities will be registered in the name or names as DTC instructs. It is expected that those

instructions may be based upon directions received by DTC from participants with respect to ownership of

beneficial interests in global securities.

The information in this section of this prospectus concerning DTC and DTC’s book-entry system has been

obtained from sources that we believe to be reliable.

Euroclear and Clearstream

If the depositary for a global security is DTC, you may hold interests in the global security through Clearstream

Banking, société anonyme, which we refer to as “Clearstream,” or Euroclear Bank SA/ NV, as operator of the

Euroclear System, which we refer to as “Euroclear,” in each case, as a participant in DTC. Euroclear and

Clearstream will hold interests, in each case, on behalf of their participants through customers’ securities accounts in

the names of Euroclear and Clearstream on the books of their respective depositaries, which in turn will hold those

interests in customers’ securities in the depositaries’ names on DTC’s books.

Payments, deliveries, transfers, exchanges, notices, and other matters relating to the securities made through

Euroclear or Clearstream must comply with the rules and procedures of those systems. Those systems could change

their rules and procedures at any time. We have no control over those systems or their participants, and we take no

responsibility for their activities. Transactions between participants in Euroclear or Clearstream, on one hand, and

other participants in DTC, on the other hand, would also be subject to DTC’s rules and procedures.

Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers,

exchanges, notices, and other transactions involving any securities held through those systems only on days when

those systems are open for business. Those systems may not be open for business on days when banks, brokers, and

other institutions are open for business in the United States.

In addition, because of time-zone differences, U.S. investors who hold their interests in the securities through

these systems and wish on a particular day, to transfer their interests, or to receive or make a payment or delivery or

exercise any other right with respect to their interests, may find that the transaction will not be effected until the next

business day in Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a

particular day may need to act before the expiration date. In addition, investors who hold their interests through both

DTC and Euroclear or Clearstream may need to make special arrangements to finance any purchase or sales of their

interests between the U.S. and European clearing systems, and those transactions may settle later than transactions

within one clearing system.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain material U.S. federal income and (where noted below) estate tax

consequences of the purchase, ownership, and disposition of the debt securities and common and preferred stock as

of the date hereof.

Except where noted, this summary deals only with debt securities and common and preferred stock held as

capital assets and does not represent a detailed description of the U.S. federal income tax consequences applicable to

you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

•a dealer in securities or currencies;

•a financial institution;

•a regulated investment company;

•a real estate investment trust;

•a tax-exempt organization;

•an insurance company;

•a person holding the debt securities or common or preferred stock as part of a hedging, integrated,

conversion, or constructive sale transaction or a straddle;

•a trader in securities that has elected the mark-to-market method of accounting for your securities;

•a person liable for alternative minimum tax;

•a partnership or other pass-through entity for U.S. federal income tax purposes;

•a U.S. holder (as defined below) whose “functional currency” is not the U.S. dollar;

•a “controlled foreign corporation”;

•a “passive foreign investment company”;

•a person required to accelerate the recognition of any item of gross income with respect to the debt

securities or common or preferred stock as a result of such income being recognized on an applicable

financial statement; or

•a United States expatriate.

This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and

regulations, rulings, and judicial decisions as of the date hereof. Those authorities may be changed, perhaps

retroactively, so as to result in U.S. federal income and estate tax consequences different from those summarized

below.

The discussion below assumes that all debt securities issued under this prospectus will be classified as our

indebtedness for U.S. federal income tax purposes, and you should note that in the event of an alternative

characterization, the tax consequences to you would differ from those discussed below. Accordingly, if we intend to

treat a debt security as other than debt for U.S. federal income tax purposes, we will disclose the relevant tax

considerations in the applicable prospectus supplement. We will summarize any special U.S. federal tax

considerations relevant to a particular issue of the debt securities or common or preferred stock (for example, any

convertible debt securities) in the applicable prospectus supplement. We will also summarize the material U.S.

federal income tax consequences, if any, applicable to any offering of depositary shares, warrants, subscription

rights, purchase contracts, and units in the applicable prospectus supplement.

For the purposes of this summary, a “U.S. holder” means a beneficial owner of the debt securities or common or

preferred stock that is, for U.S. federal income tax purposes, any of the following:

•an individual citizen or resident of the United States;

•a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or

organized in or under the laws of the United States, any state thereof or the District of Columbia;

•an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•a trust if it (1) is subject to the primary supervision of a court within the United States and one or more

United States persons have the authority to control all substantial decisions of the trust or (2) has a valid

election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

A “non-U.S. holder” means a beneficial owner of the debt securities or common or preferred stock who is

neither a United States holder nor a partnership for U.S. federal income tax purposes.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds the debt

securities or common or preferred stock, the tax treatment of a partner will generally depend upon the status of the

partner and the activities of the partnership. If you are a partner of a partnership holding the debt securities or

common or preferred stock, you should consult your own tax advisors.

This summary does not represent a detailed description of the U.S. federal income tax consequences to you in

light of your particular circumstances and does not address Medicare tax on net investment income or the effects of

any state, local or non-United States tax laws. If you are considering the purchase of the debt securities or common

or preferred stock, you should consult your own tax advisors concerning the particular U.S. federal income and

estate tax consequences to you of the ownership of the debt securities or common or preferred stock, as well as the

consequences to you arising under other U.S. federal tax laws and the laws of any other taxing jurisdiction.

Debt Securities

Consequences to U.S. Holders

The following is a summary of the material U.S. federal income tax consequences that will apply to you if you

are a U.S. holder of debt securities.

Payments of Interest

Except as set forth below, interest on a debt security will generally be taxable to you as ordinary income at the

time it is paid or accrued in accordance with your method of accounting for U.S. federal income tax purposes.

Original Issue Discount

If you own debt securities issued with original issue discount (“OID” and such debt securities, “original issue

discount debt securities”), you will be subject to special tax accounting rules, as described in greater detail below. In

that case, you should be aware that you generally must include OID in gross income (as ordinary income) in advance

of the receipt of cash attributable to that income. However, you generally will not be required to include separately

in income cash payments received on the debt securities, even if denominated as interest, to the extent those

payments do not constitute “qualified stated interest,” as defined below. Notice will be given in the applicable

prospectus supplement when we determine that a particular debt security will be an original issue discount debt

security.

Additional OID rules applicable to debt securities that are denominated in or determined by reference to a

currency other than the U.S. dollar (“foreign currency debt securities”) are described under “—Foreign Currency

Debt Securities” below. A debt security with an “issue price” that is less than its stated redemption price at maturity

(the sum of all payments to be made on the debt security other than “qualified stated interest”) generally will be

issued with OID in an amount equal to that difference if that difference is at least 0.25% of the stated redemption

price at maturity multiplied by the number of complete years to maturity.

The “issue price” of each debt security in a particular offering will be the first price at which a substantial

amount of that particular offering is sold to the public for cash. The term “qualified stated interest” means stated

interest that is unconditionally payable in cash or in property, other than debt instruments of the issuer, and meets all

of the following conditions:

•it is payable at least once per year;

•it is payable over the entire term of the debt security; and

•it is payable at a single fixed rate or, subject to certain conditions, a rate based on one or more interest

indices.

We will give you notice in the applicable prospectus supplement when we determine that a particular debt

security will bear interest that is not qualified stated interest.

If you own a debt security issued with de minimis OID, which is discount that is not OID because it is less than

0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity, you

generally must include the de minimis OID in income at the time principal payments on the debt securities are made

in proportion to the amount paid. Any amount of de minimis OID that you have included in income will be treated

as capital gain.

Certain of the debt securities may contain provisions permitting them to be redeemed prior to their stated

maturity at our option and/or at your option. Original issue discount debt securities containing those features may be

subject to rules that differ from the general rules discussed herein. If you are considering the purchase of original

issue discount debt securities with those features, you should carefully examine the applicable prospectus

supplement and should consult your own tax advisors with respect to those features since the tax consequences to

you with respect to OID will depend, in part, on the particular terms and features of the debt securities.

If you own original issue discount debt securities with a maturity upon issuance of more than one year, you

generally must include OID in income in advance of the receipt of some or all of the related cash payments using the

“constant yield method” described in the following paragraphs.

The amount of OID that you must include in income if you are the initial holder of an original issue discount

debt security is the sum of the “daily portions” of OID with respect to the debt security for each day during the

taxable year or portion of the taxable year in which you held that debt security (“accrued OID”). The daily portion is

determined by allocating to each day in any “accrual period” a pro rata portion of the OID allocable to that accrual

period. The “accrual period” for an original issue discount debt security may be of any length and may vary in

length over the term of the debt security, provided that each accrual period is no longer than one year and each

scheduled payment of principal or interest occurs on the first day or the final day of an accrual period. The amount

of OID allocable to any accrual period other than the final accrual period is an amount equal to the excess, if any, of:

•the debt security’s “adjusted issue price” at the beginning of the accrual period multiplied by its yield to

maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted

for the length of the accrual period, over

•the aggregate of all qualified stated interest allocable to the accrual period.

OID allocable to a final accrual period is the difference between the amount payable at maturity, other than a

payment of qualified stated interest, and the adjusted issue price at the beginning of the final accrual period. Special

rules will apply for calculating OID for an initial short accrual period. The “adjusted issue price” of a debt security at

the beginning of any accrual period is equal to its issue price increased by the accrued OID for each prior accrual

period, determined without regard to the amortization of any acquisition or bond premium, as described below, and

reduced by any payments previously made on the debt security other than a payment of qualified stated interest.

Under these rules, you will have to include in income increasingly greater amounts of OID in successive accrual

periods. We are required to provide information returns stating the amount of OID accrued on debt securities held by

persons of record other than certain exempt holders.

Debt securities that provide for a variable rate of interest and that meet certain other requirements (“floating rate

debt securities”) are subject to special OID rules. In the case of an original issue discount debt security that is a

floating rate debt security, the “yield to maturity” and “qualified stated interest” will be determined solely for

purposes of calculating the accrual of OID as though the debt security will bear interest in all periods at a fixed rate

generally equal to the rate that would be applicable to interest payments on the debt security on its date of issue or,

in the case of certain floating rate debt securities, the rate that reflects the yield to maturity that is reasonably

expected for the debt security. Additional rules may apply if either:

•the interest on a floating rate debt security is based on more than one interest index; or

•the principal amount of the debt security is indexed in any manner.

The discussion above generally does not address debt securities providing for contingent payments. You should

carefully examine the applicable prospectus supplement regarding the U.S. federal income tax consequences of the

holding and disposition of any debt securities providing for contingent payments.

You may elect to treat all interest on any debt security as OID and calculate the amount includible in gross

income under the constant yield method described above. For purposes of this election, interest includes stated

interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount, and unstated

interest, as adjusted by any amortizable bond premium or acquisition premium. You should consult with your own

tax advisors about this election.

Short-Term Debt Securities

In the case of debt securities having a term of one year or less (“short-term debt securities”), all payments,

including all stated interest, will be included in the stated redemption price at maturity and will not be qualified

stated interest. As a result, you will generally be taxed on the discount instead of stated interest. The discount will be

equal to the excess of the stated redemption price at maturity over the issue price of a short-term debt security,

unless you elect to compute this discount using tax basis instead of issue price. In general, individuals and certain

other cash method U.S. holders of short-term debt securities are not required to include accrued discount in their

income currently unless they elect to do so, but may be required to include stated interest in income as the income is

received. U.S. holders that report income for U.S. federal income tax purposes on the accrual method and certain

other U.S. holders are required to accrue discount on short-term debt securities (as ordinary income) on a straight-

line basis, unless an election is made to accrue the discount according to a constant yield method based on daily

compounding. If you are not required, and do not elect, to include discount in income currently, any gain you realize

on the sale, exchange, or retirement of a short-term debt security will generally be ordinary income to you to the

extent of the discount accrued by you through the date of sale, exchange, or retirement. In addition, if you do not

elect to currently include accrued discount in income, you may be required to defer deductions for a portion of your

interest expense with respect to any indebtedness attributable to the short-term debt securities.

Market Discount

If you purchase a debt security for an amount that is less than its stated redemption price at maturity (or, in the

case of an original issue discount debt security, its adjusted issue price), the amount of the difference will be treated

as “market discount” for U.S. federal income tax purposes, unless that difference is less than a specified de minimis

amount. Under the market discount rules, you will be required to treat any principal payment on, or any gain on the

sale, exchange, retirement, or other taxable disposition of, a debt security as ordinary income to the extent of the

market discount that you have not previously included in income and are treated as having accrued on the debt

security at the time of the payment or disposition.

In addition, you may be required to defer, until the maturity of the debt security or its earlier disposition in a

taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the

debt security. You may elect, on a debt security-by-debt security basis, to deduct the deferred interest expense in a

tax year prior to the year of disposition. You should consult your own tax advisors before making this election.

Any market discount will be considered to accrue ratably during the period from the date of acquisition to the

maturity date of the debt security, unless you elect to accrue on a constant interest method. You may elect to include

market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the

rule described above regarding deferral of interest deductions will not apply. An election to accrue market discount

on a current basis will apply to all debt instruments acquired with market discount that you acquire on or after the

first day of the first taxable year to which the election applies. The election may not be revoked without the consent

of the Internal Revenue Service (“IRS”).

Acquisition Premium, Amortizable Bond Premium

If you purchase an original issue discount debt security for an amount that is greater than its adjusted issue price

but equal to or less than the sum of all amounts payable on the debt security after the purchase date other than

payments of qualified stated interest, you will be considered to have purchased that debt security at an “acquisition

premium.” Under the acquisition premium rules, the amount of OID that you must include in gross income with

respect to the debt security for any taxable year will be reduced by the portion of the acquisition premium properly

allocable to that year.

If you purchase a debt security (including an original issue discount debt security) for an amount in excess of

the sum of all amounts payable on the debt security after the purchase date other than qualified stated interest, you

will be considered to have purchased the debt security at a “premium” and, if it is an original issue discount debt

security, you will not be required to include any OID in income. You generally may elect to amortize the premium

over the remaining term of the debt security on a constant yield method as an offset to interest when includible in

income under your regular accounting method. Special rules limit the amortization of premium in the case of

convertible debt instruments. If you do not elect to amortize bond premium, that premium will decrease the gain or

increase the loss you would otherwise recognize on retirement or other disposition of the debt security.

Sale, Exchange, Retirement, or Other Taxable Disposition of Debt Securities

Upon the sale, exchange, retirement, or other taxable disposition of a debt security, you will recognize gain or

loss equal to the difference between the amount you realize upon the sale, exchange, retirement, or other taxable

disposition (less an amount equal to any accrued but unpaid qualified stated interest, which will be taxable as

interest income to the extent not previously included in income) and your adjusted tax basis in the debt security.

Your adjusted tax basis in a debt security will generally be your cost for that debt security, increased by OID, market

discount, or any discount with respect to a short-term debt security that you previously included in income, and

reduced by any amortized premium and any cash payments on the debt security other than qualified stated interest.

Except as described above with respect to certain short-term debt securities or market discount, or with respect to

gain or loss attributable to changes in exchange rates as discussed below with respect to foreign currency debt

securities, any gain or loss you recognize will generally be capital gain or loss and will generally be long-term

capital gain or loss if you have held the debt security for more than one year. Long-term capital gains of non-

corporate U.S. holders (including individuals) are eligible for reduced rates of taxation. The deductibility of capital

losses is subject to limitations.

Foreign Currency Debt Securities

Payments of Interest. If you receive interest payments made in a foreign currency and you use the cash basis

method of accounting for U.S. federal income tax purposes, you will be required to include in income the U.S. dollar

value of the amount received, determined by translating the foreign currency received at the spot rate of exchange

(the “spot rate”) in effect on the date such payment is received regardless of whether the payment is in fact

converted into U.S. dollars. You will not recognize exchange gain or loss with respect to the receipt of such

payment.

If you use the accrual method of accounting for U.S. federal income tax purposes, you may determine the

amount of income recognized with respect to such interest in accordance with either of two methods. Under the first

method, you will be required to include in income for each taxable year the U.S. dollar value of the interest that has

accrued during such year, determined by translating such interest at the average rate of exchange for the period or

periods (or portions thereof) in such year during which such interest accrued. Under the second method, you may

elect to translate interest income at the spot rate on the last day of the accrual period (or the last day of the taxable

year if the accrual period straddles your taxable year) or the date the interest payment is received if such date is

within five business days of the end of the accrual period.

In addition, if you use the accrual method of accounting, upon receipt of an interest payment on a debt security

(including, upon the sale or other taxable disposition of a debt security, the receipt of proceeds which include

amounts attributable to accrued interest previously included in income), you will recognize exchange gain or loss in

an amount equal to the difference between the U.S. dollar value of such payment (determined by translating the

foreign currency received at the spot rate for such foreign currency on the date such payment is received) and the

U.S. dollar value of the interest income you previously included in income with respect to such payment. Any such

exchange gain or loss will generally be treated as U.S. source ordinary income or loss.

Original Issue Discount. OID on a debt security that is also a foreign currency debt security will be determined

for any accrual period in the applicable foreign currency and then translated into U.S. dollars, in the same manner as

interest income accrued by a holder on the accrual basis, as described above. You will recognize exchange gain or

loss when OID is paid (including, upon the sale or other taxable disposition of a debt security, the receipt of

proceeds that include amounts attributable to OID previously included in income) to the extent of the difference

between the U.S. dollar value of such payment (determined by translating the foreign currency received at the spot

rate for such foreign currency on the date such payment is received) and the U.S. dollar value of the accrued OID

(determined in the same manner as for accrued interest). For these purposes, all receipts on a debt security will be

viewed:

•first, as the receipt of any stated interest payments called for under the terms of the debt security,

•second, as receipts of previously accrued OID (to the extent thereof), with payments considered made for

the earliest accrual periods first, and

•third, as the receipt of principal.

Market Discount and Bond Premium. The amount of market discount includible in income with respect to a

foreign currency debt security will generally be determined by translating the market discount (determined in the

foreign currency) into U.S. dollars at the spot rate on the date the foreign currency debt security is retired or

otherwise disposed of. If you have elected to accrue market discount currently, then the amount which accrues is

determined in the foreign currency and then translated into U.S. dollars on the basis of the average exchange rate in

effect during the accrual period. You will recognize exchange gain or loss with respect to market discount which is

accrued currently using the approach applicable to the accrual of interest income as described above.

Bond premium on a foreign currency debt security will be computed in the applicable foreign currency. If you

have elected to amortize the premium, the amortizable bond premium will reduce interest income in the applicable

foreign currency. At the time bond premium is amortized, exchange gain or loss will be realized with respect to such

amortized premium based on the difference between spot rates at such time and the time of acquisition of the foreign

currency debt security.

Sale, Exchange, Retirement, or Other Taxable Disposition of Foreign Currency Debt Securities. Upon the sale,

exchange, retirement, or other taxable disposition of a foreign currency debt security, you will recognize gain or loss

equal to the difference between the amount realized upon the sale, exchange, retirement, or other taxable disposition

(less an amount equal to any accrued but unpaid qualified stated interest, which will be treated as a payment of

interest for U.S. federal income tax purposes) and your adjusted tax basis in the foreign currency debt security. Your

initial tax basis in a foreign currency debt security will generally be your U.S. dollar cost. If you purchased a foreign

currency debt security with foreign currency, your U.S. dollar cost will generally be the U.S. dollar value of the

foreign currency amount paid for such foreign currency debt security, determined by translating the foreign currency

at the spot rate at the time of such purchase. If your foreign currency debt security is sold, exchanged, retired, or

otherwise disposed of for an amount denominated in foreign currency, then your amount realized generally will be

based on the spot rate of the foreign currency on the date of the sale, exchange, retirement, or other taxable

disposition. If, however, you are a cash method taxpayer and the foreign currency debt securities are traded on an

established securities market for U.S. federal income tax purposes, foreign currency paid or received will be

translated into U.S. dollars at the spot rate on the settlement date of the purchase or sale. An accrual method

taxpayer may elect the same treatment with respect to the purchase and sale of foreign currency debt securities

traded on an established securities market, provided that the election is applied consistently.

Except as described above with respect to certain short-term debt securities or market discount, and subject to

the foreign currency rules discussed below, any gain or loss recognized upon the sale, exchange, retirement, or other

taxable disposition of a foreign currency debt security will generally be capital gain or loss and will generally be

long-term capital gain or loss if you have held the foreign currency debt security for more than one year. Long-term

capital gains of non-corporate U.S. holders (including individuals) are eligible for reduced rates of taxation. The

deductibility of capital losses is subject to limitations. Gain or loss realized by you on the sale, exchange, retirement,

or other taxable disposition of a foreign currency debt security will generally be treated as U.S. source gain or loss.

A portion of your gain or loss with respect to the principal amount of a foreign currency debt security may be

treated as exchange gain or loss. Exchange gain or loss will generally be treated as U.S. source ordinary income or

loss. For these purposes, the principal amount of the foreign currency debt security is your purchase price for the

foreign currency debt security calculated in the foreign currency on the date of purchase, and the amount of

exchange gain or loss recognized is equal to the difference between (i) the U.S. dollar value of the principal amount

determined at the spot rate on the date of the sale, exchange, retirement or other taxable disposition of the foreign

currency debt security and (ii) the U.S. dollar value of the principal amount determined at the spot rate on the date

you purchased the foreign currency debt security (or, possibly, in the case of cash basis or electing accrual basis

taxpayers, the settlement dates of such purchase and taxable disposition, if the foreign currency debt security is

treated as traded on an established securities market for U.S. federal income tax purposes). The amount of exchange

gain or loss realized on the disposition of the foreign currency debt security (with respect to both principal and

accrued interest) will be limited to the amount of overall gain or loss realized on the disposition of the foreign

currency debt security.

Exchange Gain or Loss with Respect to Foreign Currency. Your tax basis in any foreign currency received as

interest on a foreign currency debt security or on the sale, exchange, retirement, or other taxable disposition of a

foreign currency debt security will be the U.S. dollar value thereof at the spot rate in effect on the date the foreign

currency is received. Any gain or loss recognized by you on a sale, exchange, or other disposition of the foreign

currency will generally be treated as U.S. source ordinary income or loss.

Dual Currency Debt Securities. If so specified in an applicable prospectus supplement relating to a foreign

currency debt security, we may have the option to make all payments of principal and interest scheduled after the

exercise of such option in a currency other than the specified currency (such debt securities, “dual currency debt

securities”). Applicable U.S. Treasury regulations generally (i) apply the principles contained in the regulations

governing contingent debt instruments to dual currency debt securities in the “predominant currency” of the dual

currency debt securities and (ii) apply the rules discussed above with respect to foreign currency debt securities with

OID for the translation of interest and principal into U.S. dollars. If you are considering the purchase of dual

currency debt securities, you should carefully examine the applicable prospectus supplement and should consult

your own tax advisors regarding the U.S. federal income tax consequences of the holding and disposition of such

debt securities.

Reportable Transactions. Treasury regulations issued under the Code meant to require the reporting of certain

tax shelter transactions could be interpreted to cover transactions generally not regarded as tax shelters, including

certain foreign currency transactions. Under the Treasury regulations, certain transactions are required to be reported

to the IRS, including, in certain circumstances, a sale, exchange, retirement, or other taxable disposition of a foreign

currency debt security or foreign currency received in respect of a foreign currency debt security to the extent that

such sale, exchange, retirement, or other taxable disposition results in a tax loss in excess of a threshold amount. If

you are considering the purchase of a foreign currency debt security, you should consult with your own tax advisors

to determine the tax return obligations, if any, with respect to an investment in the debt securities, including any

requirement to file IRS Form 8886 (Reportable Transaction Disclosure Statement).

Consequences to Non-U.S. Holders

The following is a summary of the material U.S. federal income and estate tax consequences that will apply to

you if you are a non-U.S. holder of debt securities.

U.S. Federal Withholding Tax

Subject to the discussions of backup withholding and FATCA below, U.S. federal withholding tax will not

apply to any payment of interest on the debt securities (including OID) under the “portfolio interest rule,” provided

that:

•interest paid on the debt securities is not effectively connected with your conduct of a trade or business in

the United States;

•you do not actually (or constructively) own 10% or more of the total combined voting power of all classes

of our voting stock within the meaning of the Code and applicable U.S. Treasury regulations;

•you are not a controlled foreign corporation that is related to us through stock ownership;

•you are not a bank whose receipt of interest on the debt securities is described in Section 881(c)(3)(A) of

the Code;

•the interest is not considered contingent interest under Section 871(h)(4)(A) of the Code and the U.S.

Treasury regulations; and

•either (a) you provide your name and address on an applicable IRS Form W-8, and certify, under penalties

of perjury, that you are not a United States person as defined under the Code or (b) you hold your debt

securities through certain foreign intermediaries and satisfy the certification requirements of applicable

U.S. Treasury regulations. Special certification rules apply to non-U.S. holders that are pass-through

entities rather than corporations or individuals.

If you cannot satisfy the requirements described above, payments of interest, including OID, made to you will

be subject to a 30% U.S. federal withholding tax, unless you provide the applicable withholding agent with a

properly executed:

•IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable form) claiming an exemption from or

reduction in withholding under the benefit of an applicable income tax treaty or

•IRS Form W-8ECI (or other applicable form) stating that interest paid on the debt securities is not subject

to withholding tax because it is effectively connected with your conduct of a trade or business in the United

States (as discussed below under “—U.S. Federal Income Tax”).

The 30% U.S. federal withholding tax generally will not apply to any payment of principal or gain that you

realize on the sale, exchange, retirement, or other taxable disposition of a debt security.

U.S. Federal Income Tax

If you are engaged in a trade or business in the United States and interest, including OID, on the debt securities

is effectively connected with the conduct of that trade or business (and, if required by an applicable income tax

treaty, is attributable to a U.S. permanent establishment), then you will be subject to U.S. federal income tax on that

interest on a net income basis in the same manner as if you were a United States person as defined under the Code.

In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower

applicable income tax treaty rate) of your effectively connected earnings and profits, subject to adjustments. Any

effectively connected interest will be exempt from the 30% U.S. federal withholding tax, provided the certification

requirements discussed above in “—U.S. Federal Withholding Tax” are satisfied.

Subject to the discussion of backup withholding below, any gain realized on the sale, exchange, retirement or

other taxable disposition of a debt security generally will not be subject to U.S. federal income tax unless:

•the gain is effectively connected with your conduct of a trade or business in the United States (and, if

required by an applicable income tax treaty, is attributable to a U.S. permanent establishment), in which

case such gain will generally be subject to U.S. federal income tax (and possibly branch profits tax) in the

same manner as effectively connected interest as described above; or

•you are an individual who is present in the United States for 183 days or more in the taxable year of that

disposition and certain other conditions are met, in which case, unless an applicable income tax treaty

provides otherwise, you will generally be subject to a 30% U.S. federal income tax on any gain recognized,

which may be offset by certain U.S. source losses.

U.S. Federal Estate Tax

If you are an individual and are not a U.S. citizen or a resident of the United States (as specifically defined for

U.S. federal estate tax purposes), your estate will not be subject to U.S. federal estate tax on debt securities

beneficially owned by you at the time of your death, provided that any payment to you of interest on the debt

securities (including OID), if received at such time, would be eligible for exemption from the 30% U.S. federal

withholding tax under the “portfolio interest rule” described above under “—U.S. Federal Withholding Tax,”

without regard to the statement requirement described in the sixth bullet point of that section.

Information Reporting and Backup Withholding

U.S. Holders

In general, information reporting requirements will apply to payments of interest (including OID) and principal

on a debt security and the proceeds from the sale or other disposition of a debt security paid to you, unless you are

an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer

identification number or a certification of exempt status, or if you fail to report in full dividend and interest income.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will

be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is

timely furnished to the IRS.

Non-U.S. Holders

Interest (including OID) paid to you and the amount of tax, if any, withheld with respect to those payments

generally will be reported to the IRS. Copies of the information returns reporting such interest payments and any

withholding may also be made available to the tax authorities in the country in which you reside under the

provisions of an applicable income tax treaty.

In general, you will not be subject to backup withholding with respect to payments on the debt securities that we

make to you provided that the applicable withholding agent does not have actual knowledge or reason to know that

you are a United States person as defined under the Code, and such withholding agent has received from you the

statement described above in the sixth bullet point under “Consequences to Non-U.S. Holders—U.S. Federal

Withholding Tax.”

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a

sale of debt securities within the United States or conducted through certain U.S.-related financial intermediaries,

unless you certify under penalties of perjury that you are a non-U.S. holder (and the payor does not have actual

knowledge or reason to know that you are a United States person as defined under the Code), or you otherwise

establish an exemption.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will

be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is

timely furnished to the IRS.

Additional Withholding Requirements

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% U.S.

federal withholding tax may apply to any interest on the debt securities paid to (i) a “foreign financial institution” (as

specifically defined in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-

E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or deemed compliance) with FATCA

(which may alternatively be in the form of compliance with an intergovernmental agreement with the United States)

in a manner which avoids withholding, or (ii) a “non-financial foreign entity” (as specifically defined in the Code)

which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an

exemption from FATCA, or (y) adequate information regarding certain substantial U.S. beneficial owners of such

entity (if any). If an interest payment is both subject to withholding under FATCA and subject to the withholding tax

discussed above under “Consequences to Non-U.S. Holders—U.S. Federal Withholding Tax,” the withholding

under FATCA may be credited against, and therefore reduce, such other withholding tax. You should consult your

own tax advisors regarding these rules and whether they may be relevant to your ownership and disposition of the

debt securities.

Common and Preferred Stock

Consequences to U.S. Holders

The U.S. federal income tax consequences of the purchase, ownership or disposition of our stock depend on a

number of factors including:

•the terms of the stock;

•any put or call option or redemption provisions with respect to the stock;

•any conversion or exchange feature with respect to the stock; and

•the price at which the stock is sold.

U.S. holders should carefully examine the applicable prospectus supplement regarding the material U.S. federal

income tax consequences, if any, of the holding and disposition of our stock.

Consequences to Non-U.S. Holders

Dividends

In the event that we make a distribution of cash or other property (other than certain pro rata distributions of our

stock) in respect of our common or preferred stock, the distribution generally will be treated as a dividend for U.S.

federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits, as

determined under U.S. federal income tax principles. Any portion of a distribution that exceeds our current and

accumulated earnings and profits generally will be treated first as a tax-free return of capital, causing a reduction in

the adjusted tax basis of a non-U.S. holder’s common or preferred stock, and to the extent the amount of the

distribution exceeds a non-U.S. holder’s adjusted tax basis in our common or preferred stock, the excess will be

treated as gain from the disposition of our common or preferred stock (the tax treatment of which is discussed below

under “—Gain on Disposition of Common Stock and Preferred Stock”).

Dividends paid to a non-U.S. holder of our common or preferred stock generally will be subject to withholding

of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder

within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent

establishment) are not subject to withholding, provided certain certification and disclosure requirements are

satisfied. Instead, such dividends are subject to U.S. federal income tax on a net income basis in the same manner as

if the non-U.S. holder were a United States person as defined under the Code. Any such effectively connected

dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or

such lower rate as may be specified by an applicable income tax treaty.

A non-U.S. holder of our common or preferred stock who wishes to claim the benefit of an applicable treaty rate

and avoid backup withholding, as discussed below, for dividends will be required (a) to provide the applicable

withholding agent with a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable form)

certifying under penalties of perjury that such holder is not a United States person as defined under the Code and is

eligible for treaty benefits or (b) if our common or preferred stock is held through certain foreign intermediaries, to

satisfy the relevant certification requirements of applicable U.S. Treasury regulations. Special certification and other

requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.

A non-U.S. holder of our common or preferred stock eligible for a reduced rate of U.S. withholding tax

pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate

claim for refund with the IRS.

Gain on Disposition of Common Stock and Preferred Stock

Subject to the discussion of backup withholding below, any gain realized on the sale or other disposition of our

common or preferred stock generally will not be subject to U.S. federal income tax unless:

•the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if

required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-

U.S. holder);

•the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable

year of that disposition, and certain other conditions are met; or

•we are or have been a “United States real property holding corporation” for U.S. federal income tax

purposes and certain other conditions are met.

A non-U.S. holder described in the first bullet point immediately above will be subject to tax on the net gain

derived from the sale or other disposition in the same manner as if such holder were a United States person as

defined under the Code. In addition, if a non-U.S. holder described in the first bullet point immediately above is a

foreign corporation for U.S. federal income tax purposes, the gain realized by such non-U.S. holder may be subject

to an additional “branch profits tax” equal to 30% of its effectively connected earnings and profits or at such lower

rate as may be specified by an applicable income tax treaty.

An individual non-U.S. holder described in the second bullet point immediately above will be subject to a flat

30% (or such lower rate as may be specified by an applicable income tax treaty) tax on the gain derived from the

sale or other disposition, which gain may be offset by U.S. source capital losses, even though the individual is not

considered a resident of the United States.

We believe we are not and do not anticipate becoming a “United States real property holding corporation” for

U.S. federal income tax purposes.

Federal Estate Tax

Common or preferred stock held by an individual non-U.S. holder at the time of death will be included in such

holder’s gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding

Payors must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to such holder

and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the

information returns reporting such dividends and withholding may also be made available to the tax authorities in

other countries under the provisions of an applicable income tax treaty.

A non-U.S. holder will be subject to backup withholding for dividends paid to such holder unless such holder

certifies under penalties of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or

reason to know that such holder is a United States person as defined under the Code), or such holder otherwise

establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a

sale or other disposition of our common or preferred stock within the United States or conducted through certain

U.S.-related financial intermediaries, unless the beneficial owner certifies under penalties of perjury that it is a non-

U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United

States person as defined under the Code), or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will

be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability provided the required

information is timely furnished to the IRS.

Additional Withholding Requirements

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% U.S.

federal withholding tax may apply to any dividends on our common or preferred stock paid to (i) a “foreign financial

institution” (as specifically defined in the Code) which does not provide sufficient documentation, typically on IRS

Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or deemed compliance)

with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the

United States) in a manner which avoids withholding, or (ii) a “non-financial foreign entity” (as specifically defined

in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either

(x) an exemption from FATCA, or (y) adequate information regarding certain substantial U.S. beneficial owners of

such entity (if any). If a dividend payment is both subject to withholding under FATCA and subject to the

withholding tax discussed above under “—Dividends,” the withholding under FATCA may be credited against, and

therefore reduce, such other withholding tax. You should consult your own tax advisors regarding these

requirements and whether they may be relevant to your ownership and disposition of our common or preferred

stock.

Other Securities

If you are considering the purchase of depositary shares, warrants, subscription rights, purchase contracts, or

units, you should carefully examine the applicable prospectus supplement regarding the material U.S. federal

income tax consequences, if any, of the holding and disposition of such securities, including any tax considerations

relating to the specific terms of such securities.

PLAN OF DISTRIBUTION

General

We and/or the selling securityholders, and their pledgees, donees, transferees, or other successors in interest,

may sell the securities being offered by this prospectus in one or more of the following ways from time to time:

•to or through underwriters or dealers;

•through agents;

•in “at the market offerings” to or through a market maker or into an existing trading market, or a securities

exchange or otherwise;

•directly to purchasers; or

•through a combination of any of these methods of sale or by any other legally available means.

A distribution of the securities offered by this prospectus may also be effected through the issuance of

derivative securities, including without limitation, warrants, subscriptions, exchangeable securities, forward delivery

contracts, and the writing of options. In addition, the manner in which we and/or the selling securityholders may sell

some or all of the securities covered by this prospectus includes, without limitation, through:

•a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of

the block, as principal, in order to facilitate the transaction;

•purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;

•ordinary brokerage transactions and transactions in which a broker solicits purchasers; or

•privately negotiated transactions.

We may also enter into derivative, hedging, forward sale, option or other types of transactions. For example, we

may:

•enter into transactions with a broker-dealer or affiliate thereof in connection with which such broker-dealer

or affiliate will engage in short sales of, or maintain short positions in, the common stock pursuant to this

prospectus, in which case such broker-dealer or affiliate may use shares of common stock received from us

to close out or hedge its short positions;

•sell securities short and redeliver such shares to close out or hedge our short positions;

•enter into option or other types of transactions that require us to deliver common stock to a broker-dealer or

an affiliate thereof, who will then resell or transfer the common stock under this prospectus; or

•loan or pledge the common stock to a broker-dealer or an affiliate thereof, who may sell the loaned shares

or, in an event of default in the case of a pledge, sell the pledged shares pursuant to this prospectus.

In addition, we may enter into derivative, hedging, forward sale, option, or other types of transactions with third

parties, or sell securities not covered by this prospectus to third parties, through a stock exchange, including block

trades or ordinary broker’s transactions, or through broker-dealers acting either as principal or agent, or through an

underwritten public offering, through privately negotiated transactions or through a combination of any such

methods of sale. In connection with such a transaction, the third parties may sell securities covered by and pursuant

to this prospectus and any applicable prospectus supplement or pricing supplement, as the case may be. If so, the

third party may use securities borrowed from us or others to settle such sales and may use securities received from

us to close out or hedge any related short positions. We may also loan or pledge securities covered by this

prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an

event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable

prospectus supplement or pricing supplement, as the case may be.

If indicated in an applicable prospectus supplement, we may sell shares of our common stock under a direct

stock purchase and dividend reinvestment plan. The terms of any such plan will be set forth in the applicable

prospectus supplement.

If applicable, a prospectus supplement with respect to each series of securities will state the terms of the

offering of the securities, including:

•the terms of the offering;

•the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or

purchased by each of them, if any;

•the public offering price or purchase price of the securities and the net proceeds to be received by us from

the sale;

•any delayed delivery arrangements;

•the terms of any subscription rights;

•any initial public offering price;

•any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or

agents’ compensation;

•any discounts or concessions allowed or reallowed or paid to dealers; and

•any securities exchange on which the securities may be listed.

The offer and sale of the securities described in this prospectus by us and/or the selling securityholders or the

underwriters or the third parties described above may be effected from time to time in one or more transactions,

including privately negotiated transactions, either:

•at a fixed price or prices, which may be changed;

•at market prices prevailing at the time of sale, including in “at the market offerings”;

•at prices related to the prevailing market prices; or

•at negotiated prices.

Selling Securityholders

The selling securityholders, and their pledgees, donees, transferees, or other successors in interest, may offer

our securities in one or more offerings, and if required by applicable law or in connection with an underwritten

offering, pursuant to one or more prospectus supplements, and any such prospectus supplement will set forth the

terms of the relevant offering as described above. To the extent our securities offered by a selling securityholder

pursuant to a prospectus supplement remain unsold, the selling securityholder may offer those securities on different

terms pursuant to another prospectus supplement. Sales by the selling securityholders may not require the provision

of a prospectus supplement.

In addition to the foregoing, each of the selling securityholders may offer our securities at various times in one

or more of the following transactions: through short sales, derivative, and hedging transactions; by pledge to secure

debts and other obligations; through offerings of securities exchangeable, convertible, or exercisable for our

securities; under forward purchase contracts with trusts, investment companies, or other entities (which may, in turn,

distribute their own securities); through distribution to its members, partners, or shareholders; in exchange or over-

the-counter market transactions; and/or in private transactions.

Each of the selling securityholders also may resell all or a portion of our securities that the selling securityholder

owns in open market transactions in reliance upon Rule 144 under the Securities Act provided the selling

securityholder meets the criteria and conforms to the requirements of Rule 144.

We will not receive any of the proceeds from the sale of securities by selling securityholders.

Underwriting Compensation

Any public offering price and any fees, discounts, commissions, concessions, or other items constituting

compensation allowed or reallowed or paid to underwriters, dealers, agents, or remarketing firms may be changed

from time to time. Underwriters, dealers, agents, and remarketing firms that participate in the distribution of the

offered securities may be “underwriters” as defined in the Securities Act. Any discounts or commissions they

receive from us and/or the selling securityholders and any profits they receive on the resale of the offered securities

may be treated as underwriting discounts and commissions under the Securities Act. We will identify any

underwriters, agents, or dealers and describe their fees, commissions, or discounts in the applicable prospectus

supplement or pricing supplement, as the case may be.

Underwriters and Agents

If underwriters are used in a sale, they will acquire the offered securities for their own account. The

underwriters may resell the offered securities in one or more transactions, including negotiated transactions. We and/

or the selling securityholders may offer the securities to the public either through an underwriting syndicate

represented by one or more managing underwriters or through one or more underwriter(s). The underwriters in any

particular offering will be identified in the applicable prospectus supplement or pricing supplement, as the case may

be.

Unless otherwise specified in connection with any particular offering of securities, the obligations of the

underwriters to purchase the offered securities will be subject to certain conditions contained in an underwriting

agreement that we and/or the selling securityholders will enter into with the underwriters at the time of the sale to

them. The underwriters will be obligated to purchase all of the securities of the series offered if any of the securities

are purchased, unless otherwise specified in connection with any particular offering of securities. Any initial

offering price and any discounts or concessions allowed, reallowed, or paid to dealers may be changed from time to

time.

We and/or the selling securityholders may designate agents to sell the offered securities. Unless otherwise

specified in connection with any particular offering of securities, the agents will agree to use their best efforts to

solicit purchases for the period of their appointment. We and/or the selling securityholders may also sell the offered

securities to one or more remarketing firms, acting as principals for their own accounts or as agents for us and/or the

selling securityholders. These firms will remarket the offered securities upon purchasing them in accordance with a

redemption or repayment pursuant to the terms of the offered securities. A prospectus supplement or pricing

supplement, as the case may be will identify any remarketing firm and will describe the terms of its agreement, if

any, with us and/or the selling securityholders, and its compensation.

In connection with offerings made through underwriters or agents, we and/or the selling securityholders may

enter into agreements with such underwriters or agents pursuant to which we receive our outstanding securities in

consideration for the securities being offered to the public for cash. In connection with these arrangements, the

underwriters or agents may also sell securities covered by this prospectus to hedge their positions in these

outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities

received from us under these arrangements to close out any related open borrowings of securities.

Dealers

We and/or the selling securityholders may sell the offered securities to dealers as principals. We and/or the

selling securityholders may negotiate and pay dealers’ commissions, discounts or concessions for their services. The

dealer may then resell such securities to the public either at varying prices to be determined by the dealer or at a

fixed offering price agreed to with us at the time of resale. Dealers engaged by us may allow other dealers to

participate in resales.

Direct Sales

We and/or the selling securityholders may choose to sell the offered securities directly to multiple purchasers or

a single purchaser. In this case, no underwriters or agents would be involved.

Subscription Offerings

Direct sales to investors or our stockholders may be accomplished through subscription offerings or through

stockholder subscription rights distributed to stockholders. In connection with subscription offerings or the

distribution of stockholder subscription rights to stockholders, if all of the underlying securities are not subscribed

for, we may sell any unsubscribed securities to third parties directly or through underwriters or agents. In addition,

whether or not all of the underlying securities are subscribed for, we may concurrently offer additional securities to

third parties directly or through underwriters or agents. If securities are to be sold through stockholder subscription

rights, the stockholder subscription rights will be distributed as a dividend to the stockholders for which they will

pay no separate consideration. The prospectus supplement with respect to the offer of securities under stockholder

purchase rights will set forth the relevant terms of the stockholder subscription rights, including:

•whether common stock, preferred stock, depositary shares, or warrants for those securities will be offered

under the stockholder subscription rights;

•the number of those securities or warrants that will be offered under the stockholder subscription rights;

•the period during which and the price at which the stockholder subscription rights will be exercisable;

•the number of stockholder subscription rights then outstanding;

•any provisions for changes to or adjustments in the exercise price of the stockholder subscription rights;

and

•any other material terms of the stockholder subscription rights.

Indemnification; Other Relationships

We and/or the selling securityholders may agree to indemnify underwriters, dealers, agents, and remarketing

firms against certain civil liabilities, including liabilities under the Securities Act and to make contribution to them

in connection with those liabilities. Underwriters, dealers, agents, and remarketing firms, and their affiliates, may

engage in transactions with, or perform services for us, and our affiliates, in the ordinary course of business,

including commercial banking transactions and services.

Market Making, Stabilization, and Other Transactions

Each series of securities will be a new issue of securities and will have no established trading market, other than

our common stock, which is listed on the Nasdaq. Any shares of our common stock sold pursuant to a prospectus

supplement will be listed on the Nasdaq, subject to official notice of issuance. Any underwriters to whom we and/or

the selling securityholders sell securities for public offering and sale may make a market in the securities, but such

underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The

securities, other than the common stock, may or may not be listed on a national securities exchange, and any such

listing if pursued will be described in the applicable prospectus supplement.

To facilitate the offering of the securities, certain persons participating in the offering may engage in

transactions that stabilize, maintain, or otherwise affect the price of the securities. This may include over-allotments

or short sales of the securities, which involves the sale by persons participating in the offering of more securities

than we sold to them. In these circumstances, these persons would cover the over-allotments or short positions by

making purchases in the open market or by exercising their over-allotment option. In addition, these persons may

stabilize or maintain the price of the debt securities by bidding for or purchasing debt securities in the open market

or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be

reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these

transactions may be to stabilize or maintain the market price of the securities at a level above that which might

otherwise prevail in the open market. These transactions may be discontinued at any time.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, certain legal matters will be passed upon

for us by Simpson Thacher & Bartlett LLP, Washington, D.C. An investment vehicle composed of certain partners

of Simpson Thacher & Bartlett LLP, members of their families, related parties, and others owns interests

representing less than 1% of the capital commitments of certain investment funds advised by Carlyle.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial

statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, and the

effectiveness of our internal control over financial reporting as of December 31, 2025, as set forth in their reports,

which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial

statements are incorporated by reference in reliance on Ernst & Young LLP’s reports given on their authority as

experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the

securities offered in this prospectus. This prospectus, filed as part of the registration statement, does not contain all

of the information set forth in the registration statement and its exhibits and schedules, portions of which have been

omitted as permitted by the rules and regulations of the SEC. For further information about us and our securities, we

refer you to the registration statement and to its exhibits and schedules. Statements in this prospectus about the

contents of any contract, agreement, or other document are not necessarily complete and, in each instance, we refer

you to the copy of such contract, agreement, or document filed as an exhibit to the registration statement, with each

such statement being qualified in all respects by reference to the document to which it refers. You may inspect these

reports and other information without charge at a website maintained by the SEC. The address of this site is http://

www.sec.gov.

We are subject to the informational requirements of the Exchange Act, and are required to file reports and other

information with the SEC. You may inspect them without charge at the SEC’s website. We intend to make available

to our common stockholders annual reports containing consolidated financial statements audited by an independent

registered public accounting firm.

INFORMATION INCORPORATED BY REFERENCE

The SEC’s rules allow us to “incorporate by reference” information into this prospectus. This means that we can

disclose important information to you by referring you to another document. The information incorporated by

reference is considered to be a part of this prospectus. This prospectus incorporates by reference the documents

listed below (File No. 001-35538):

•our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed on February 27, 2026

and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed on May 8, 2026;

•the description of our securities contained in Exhibit 4.21 of the Annual Report on Form 10-K for the fiscal

year ended December 31, 2025, filed on February 27, 2026, including any amendment or report filed for

the purpose of updating such description; and

•all other documents filed by us under sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date

of this prospectus and before the termination of the offerings to which this prospectus relates (other than

documents and information furnished and not filed in accordance with SEC rules, unless expressly stated

otherwise therein).

Any statement made in this prospectus or in a document incorporated by reference into this prospectus will be

deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this

prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed,

except as so modified or superseded, to constitute a part of this prospectus.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is

delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been

or may be incorporated by reference into this prospectus, excluding exhibits to those documents unless they are

specifically incorporated by reference into those documents. You may request copies of those documents from The

Carlyle Group Inc., 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004. You also may contact us

at (202) 729-5626 or visit our website at http://www.carlyle.com for copies of those documents. Our website and the

information contained on our website are not a part of this prospectus, and you should not rely on any such

information in making your decision whether to invest in our securities.

II-1

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.Other Expenses of Issuance and Distribution.

Set forth below are the fees and expenses, other than underwriting discounts and commissions, to be incurred by

us in connection with the issuance and distribution of the securities being registered. All amounts set forth below are

estimated.


SEC Registration Fee ............................................................................................................................	$ *
Legal Fees and Expenses ......................................................................................................................	**
Printing and Engraving Expenses .........................................................................................................	**
Trustees’, Registrars and Transfer Agents’, and Depositories’ Fees and Expenses .............................	**
Accounting Fees and Expenses .............................................................................................................	**
Miscellaneous .......................................................................................................................................	**

Total ......................................................................................................................................................	$ **

__________________

*Pursuant to Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the registration fee relating to the

securities that are registered and available for sale under this registration statement.

**These fees and expenses are calculated based on the securities offered and the number of issuances and accordingly, cannot be estimated at

this time. An estimate of the aggregate amount of these fees and expenses will be reflected in the applicable prospectus supplement.

Item 15.Indemnification of Directors and Officers.

Delaware

Corporations

Section 102(b)(7) of the Delaware General Corporation Law, or DGCL, allows a corporation to include in its

certificate of incorporation a provision that limits or eliminates the liability of its directors and officers for monetary

damages to the corporation and its stockholders for breach of fiduciary duty. However, no provision may limit or

eliminate the liability of a director or officer for:

•any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders;

•any act or omission not in good faith or which involved intentional misconduct or a knowing violation of

law by a director or officer;

•any unlawful payment of dividends or unlawful stock repurchase or redemption;

•any transaction from which the director or officer derived an improper personal benefit; or

•in the case of an officer, any action by or in the right of the corporation (including any derivative claim)

against the officer.

Our amended and restated certificate of incorporation provides for this limitation of liability for our directors.

Section 145 of the DGCL, or Section 145, provides, among other things, that a Delaware corporation may

indemnify any person who was, is, or is threatened to be made, party to any threatened, pending, or completed

action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the

right of such corporation), by reason of the fact that such person is or was an officer, director, employee, or agent of

such corporation or is or was serving at the request of such corporation as a director, officer, employee, or agent of

another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines,

and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit,

II-2

or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or

not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no

reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons

who were or are a party to any threatened, pending, or completed action or suit by or in the right of the corporation

by reason of the fact that such person is or was a director, officer, employee, or agent of another corporation or

enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such

person in connection with the defense or settlement of such action or suit, provided such person acted in good faith

and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided

further that no indemnification is permitted without judicial approval if the officer, director, employee, or agent is

adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the

defense of any action referred to above, the corporation must indemnify him or her against the expenses which such

officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is

or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation

as a director, officer, employee, or agent of another corporation or enterprise, against any liability asserted against

such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or

not the corporation would otherwise have the power to indemnify him or her under Section 145.

The amended and restated certificate of incorporation of Carlyle provides that the Corporation must indemnify

its directors and officers to the fullest extent authorized by the DGCL, except in cases of bad faith, fraud or willful

misconduct, and must also pay expenses incurred in defending any such proceeding in advance of its final

disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so

advanced if it should be determined ultimately that such person is not entitled to be indemnified under the amended

and restated certificate of incorporation or otherwise. The indemnification rights set forth above shall not be

exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision

of the Corporation’s amended and restated certificate of incorporation, the Corporation’s bylaws, agreement or vote

of stockholders or disinterested directors or otherwise.

The Corporation maintains standard policies of insurance that provide coverage (i) to its directors and officers

against losses arising from claims made by reason of breach of duty or other wrongful act and (ii) to itself with

respect to indemnification payments that it may make to such directors and officers.

The Corporation is party to indemnification agreements with its directors and executive officers. These

agreements require the Corporation to indemnify these individuals to the fullest extent permitted under Delaware

law against liabilities that may arise by reason of their service to the Corporation, and to advance expenses incurred

as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for

liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been

informed that, in the opinion of the SEC, such indemnification is against public policy and is therefore

unenforceable.

In any underwriting agreement the Corporation enters into in connection with the sale of the securities

registered hereby, the underwriters may agree to indemnify, or contribute to, under certain conditions, the

Corporation, its directors, its officers, and persons who control the Corporation within the meaning of the Securities

Act against certain liabilities.

Limited Liability Companies

Section 18-108 of the Delaware Limited Liability Company Act authorizes a limited liability company to

indemnify and hold harmless any member or manager or other person from and against any and all claims and

demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its limited liability

company agreement.

The limited liability company agreements of Carlyle Holdings II L.L.C. (“Holdings II”) and CG Subsidiary

Holdings L.L.C. (“CG Subsidiary”) respectively provide that Holdings II and CG Subsidiary, as applicable, must

indemnify its members and officers to the fullest extent permitted by applicable law for any loss, damage, or claim

II-3

incurred, except in cases of bad faith or outside the scope of authority, and must also pay expenses incurred in

defending any proceeding in advance of its final disposition upon receipt of an undertaking, by or on behalf of an

indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not

entitled to be indemnified under the applicable limited liability company agreement. Any indemnity shall be

provided out of, and to the extent of, the applicable Holdings II or CG Subsidiary assets only.

In any underwriting agreement Holdings II or CG Subsidiary (each, a “Carlyle Entity”) enters into in connection

with the sale of the securities registered hereby, the underwriters may agree to indemnify, or contribute to, under

certain conditions, a Carlyle Entity, its directors, its officers, and persons who control the applicable Carlyle Entity

within the meaning of the Securities Act against certain liabilities.

Limited Partnerships

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act provides that a limited partnership

may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and

all claims and demands whatsoever, subject to such standards and restrictions set forth in the partnership agreement.

In any underwriting agreement Carlyle Holdings I L.P. (“Holdings I”) enters into in connection with the sale of

the securities registered hereby, the underwriters may agree to indemnify, or contribute to, under certain conditions,

Holdings I, its directors, its officers, and persons who control Holdings I within the meaning of the Securities Act

against certain liabilities.

Québec

Limited Partnerships

The Civil Code of Québec provides that a partner of a Québec limited partnership is entitled to recover the

amount of the disbursements it has made on behalf of the partnership and to be indemnified for the obligations it has

contracted or the losses it has suffered in acting for the partnership if it was in good faith. No provision of the Civil

Code of Québec precludes a partnership from reimbursing its general partner for costs, charges and expenses

actually incurred in the performance of its duties thereunder, including costs, charges expenses directly incurred for

the benefit of Carlyle Holdings III L.P. (“Holdings III”) and costs incurred by the general partner in compensating

its directors, officers, and employees. Such a provision would apply to costs of indemnification of directors, officers,

and employees incurred by Carlyle Holdings III GP L.P., the sole member of Carlyle Holdings III GP Sub L.L.C.,

the general partner of Holdings III, with respect to the conduct of the business and activities of Holdings III.

In any underwriting agreement Holdings III enters into in connection with the sale of the securities registered

hereby, the underwriters may agree to indemnify, or contribute to, under certain conditions, Holdings III, its

directors, its officers, and persons who control Holdings III within the meaning of the Securities Act against certain

liabilities.

Item 16.Exhibits.

The Exhibit Index appearing before the signature pages below is incorporated herein by reference.

Item 17.Undertakings.

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this

registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration

statement (or the most recent post-effective amendment thereof) which, individually or in the

aggregate, represent a fundamental change in the information set forth in the registration

II-4

statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered

(if the total dollar value of securities offered would not exceed that which was registered) and any

deviation from the low or high end of the estimated maximum offering range may be reflected in

the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes

in volume and price represent no more than a 20% change in the maximum aggregate offering

price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

and

(iii)To include any material information with respect to the plan of distribution not previously

disclosed in the registration statement or any material change to such information in the

registration statement.

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the

information required to be included in a post-effective amendment by those paragraphs is contained in reports filed

with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act

of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed

pursuant to Rule 424(b) that is part of the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-

effective amendment shall be deemed to be a new registration statement relating to the securities

offered therein, and the offering of such securities at that time shall be deemed to be the initial bona

fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being

registered which remain unsold at the termination of the offering.

(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)If the registrant is relying on Rule 430B,

(A)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the

registration statement as of the date the filed prospectus was deemed part of and included in the

registration statement; and

(B)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a

registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule

415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of

the Securities Act of 1933 shall be deemed to be part of and included in the registration statement

as of the earlier of the date such form of prospectus is first used after effectiveness or the date of

the first contract of sale of securities in the offering described in the prospectus. As provided in

Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,

such date shall be deemed to be a new effective date of the registration statement relating to the

securities in the registration statement to which that prospectus relates, and the offering of such

securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,

however , that no statement made in a registration statement or prospectus that is part of the

registration statement or made in a document incorporated or deemed incorporated by reference

into the registration statement or prospectus that is part of the registration statement will, as to a

purchaser with a time of contract of sale prior to such effective date, supersede or modify any

statement that was made in the registration statement or prospectus that was part of the registration

statement or made in any such document immediately prior to such effective date; or

(ii)If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a

registration statement relating to an offering, other than registration statements relying on Rule

430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and

included in the registration statement as of the date it is first used after effectiveness. Provided,

however, that no statement made in a registration statement or prospectus that is part of the

II-5

registration statement or made in a document incorporated or deemed incorporated by reference

into the registration statement or prospectus that is part of the registration statement will, as to a

purchaser with a time of contract of sale prior to such first use, supersede or modify any statement

that was made in the registration statement or prospectus that was part of the registration statement

or made in any such document immediately prior to such date of first use.

(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any

purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant

pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the

purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications,

the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to

such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering

required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned

registrant or used or referred to by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material

information about the undersigned registrant or their securities provided by or on behalf of the

undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the

purchaser.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the

Securities Act of 1933, each filing of the registrant’s annual reports pursuant to Section 13(a) or

Section 15(d) of the Securities Exchange Act of 1934, if necessary (and, where applicable, each filing of an

employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)

that is incorporated by reference in the registration statement shall be deemed to be a new registration

statement relating to the securities offered therein, and the offering of such securities at that time shall be

deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,

officers and controlling persons of the registrant pursuant to existing provisions or arrangements whereby

the registrant may indemnify a director, officer or controlling person of the registrant against liabilities

arising under the Securities Act, or otherwise, the registrant has been advised that, in the opinion of the

SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore,

unenforceable. In the event that a claim for indemnification against such liabilities (other than for the

payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the

registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or

controlling person in connection with the securities being registered, the registrant will, unless in the

opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate

jurisdiction the question whether such indemnification by it is against public policy as expressed in the

Securities Act and will be governed by the final adjudication of such issue.

(d)The undersigned registrant hereby undertakes to file an application for the purpose of determining the

eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance

with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Trust Indenture Act.

II-6

EXHIBIT INDEX


Exhibit Number		Exhibit Description

1.1*		Form of Underwriting Agreement for Common Stock sold by Selling Stockholders.

1.2*		Other Forms of Underwriting Agreements.

3.1		Amended and Restated Certificate of Incorporation of The Carlyle Group Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2023).

3.2		Bylaws of The Carlyle Group Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 2, 2020).

4.1*		Form of Certificate for Preferred Stock of The Carlyle Group Inc.

4.2		The Senior Indenture, dated as of September 19, 2025 by and among The Carlyle Group, Inc., the other parties thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2025).

4.3*		Form of Subordinated Indenture among The Carlyle Group Inc., the other parties thereto and the trustee.

4.4*		Form of Note issued under the Senior Indenture.

4.5*		Form of Note issued under the Subordinated Indenture.

4.6*		Warrant Agreement and Warrant Certificate.

4.7*		Deposit Agreement and Deposit Receipt.

4.8*		Subscription Rights Agreement and Subscription Rights Certificate.

5.1**		Opinion of Simpson Thacher & Bartlett LLP as to the legality of certain securities being issued.

5.2**		Opinion of Gowling WLG (Canada) LLP as to the legality of certain securities being issued.

22.1		Senior and Subordinated Notes, Issuers, and Guarantors (incorporated by reference to Exhibit 22 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2026).

23.1**		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1).

23.2**		Consent of Gowling WLG (Canada) LLP (included in Exhibit 5.2).

23.3**		Consent of Ernst & Young LLP.

24.1**		Power of Attorney (included in the signature pages of this Registration Statement).

25.1**		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee for the form of Indenture of Exhibit 4.2.

25.2***		Statement of Eligibility on Form T-1 to act as trustee for the form of Indenture of Exhibit 4.3.

107**		Filing Fee Table.

__________________

*To be filed, if necessary, by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an

offering.

**Filed herewith.

***To be filed as a 305B2 filing later if a trustee is to be named later.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds

to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement

to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C., on May 8, 2026.


	THE CARLYLE GROUP INC.

	By:	/s/ Justin V. Plouffe
		Name: Justin V. Plouffe
		Title: Chief Financial Officer

II-8

POWER OF ATTORNEY

Each person whose signature appears below authorizes Justin V. Plouffe and Jeffrey W. Ferguson as his or her

true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in

his or her name, place, and stead, in any and all capacities to execute in the name of each such person who is then an

officer or director of The Carlyle Group Inc., and to file any amendments (including post effective amendments) to

this registration statement and to file the same, with all exhibits thereto and other documents in connection

therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority

to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully

to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said

attorneys-in-fact and agents, or any of them, or their, his, or her substitute may lawfully do or cause to be done by

virtue hereof.

Pursuant to the requirements of the Securities Act of 1933 this registration statement and Power of Attorney

have been signed by the following persons in the capacities indicated and on the 8th day of May, 2026.


Signature		Title

/s/ Harvey M. Schwartz		Chief Executive Officer and Director (principal executive officer)
Harvey M. Schwartz

/s/ Justin V. Plouffe		Chief Financial Officer (principal financial officer)
Justin V. Plouffe		Chief Financial Officer (principal financial officer)

/s/ William E. Conway, Jr		Co-Founder, Co-Chairman, and Director
William E. Conway, Jr.		Co-Founder, Co-Chairman, and Director

/s/ David M. Rubenstein		Co-Founder, Co-Chairman, and Director
David M. Rubenstein		Co-Founder, Co-Chairman, and Director

/s/ Daniel A. D’Aniello		Co-Founder, Chairman Emeritus, and Director
Daniel A. D’Aniello		Co-Founder, Chairman Emeritus, and Director

/s/ Afsaneh M. Beschloss		Director
Afsaneh M. Beschloss		Director

/s/ Sharda Cherwoo		Director
Sharda Cherwoo		Director

/s/ Linda H. Filler		Director
Linda H. Filler		Director

/s/ Lawton W. Fitt		Director
Lawton W. Fitt		Director

/s/ James H. Hance, Jr.		Director
James H. Hance, Jr.		Director

/s/ Mark S. Ordan		Director
Mark S. Ordan		Director

/s/ Derica W. Rice		Director
Derica W. Rice		Director

/s/ William J. Shaw		Director
William J. Shaw		Director

/s/ Anthony Welters		Director
Anthony Welters		Director

/s/ Charles E. Andrews, Jr.		Chief Accounting Officer (principal accounting officer)
Charles E. Andrews, Jr.		Chief Accounting Officer (principal accounting officer)

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Carlyle Holdings I L.P. certifies that it has

reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this

registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C.,

on May 8, 2026.


	CARLYLE HOLDINGS I L.P.

	By:	/s/ Justin V. Plouffe
		Name: Justin V. Plouffe
		Title: Managing Director

POWER OF ATTORNEY

Each person whose signature appears below authorizes Justin V. Plouffe and Jeffrey W. Ferguson as his or her

true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in

his or her name, place and stead, in any and all capacities to execute in the name of each such person who is then an

officer or director of Carlyle Holdings I L.P., and to file any amendments (including post effective amendments) to

this Registration Statement and to file the same, with all exhibits thereto and other documents in connection

therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority

to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully

to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that

said attorneys-in-fact and agents, or any of them, or their, his or her substitute may lawfully do or cause to be done

by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933 this registration statement and Power of Attorney

have been signed by the following persons in the capacities indicated and on the 8th day of May, 2026.


Signature		Title

/s/ Justin V. Plouffe		Managing Director (Principal Executive Officer and Principal Financial Officer)
Justin V. Plouffe

/s/ Charles E. Andrews, Jr.		Managing Director (Principal Accounting Officer)
Charles E. Andrews, Jr.		Managing Director (Principal Accounting Officer)

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Carlyle Holdings II L.L.C. certifies that it has

reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this

registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C.,

on May 8, 2026.


	CARLYLE HOLDINGS II L.L.C.

	By:	/s/ Justin V. Plouffe
		Name: Justin V. Plouffe
		Title: Managing Director

POWER OF ATTORNEY

Each person whose signature appears below authorizes Justin V. Plouffe and Jeffrey W. Ferguson as his or her

true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in

his or her name, place and stead, in any and all capacities to execute in the name of each such person who is then an

officer or director of Carlyle Holdings II L.L.C., and to file any amendments (including post effective amendments)

to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection

therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority

to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully

to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that

said attorneys-in-fact and agents, or any of them, or their, his or her substitute may lawfully do or cause to be done

by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933 this registration statement and Power of Attorney

have been signed by the following persons in the capacities indicated and on the 8th day of May, 2026.


Signature		Title

/s/ Justin V. Plouffe		Managing Director (Principal Executive Officer and Principal Financial Officer)
Justin V. Plouffe

/s/ Charles E. Andrews, Jr.		Managing Director (Principal Accounting Officer)
Charles E. Andrews, Jr.		Managing Director (Principal Accounting Officer)

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, CG Subsidiary Holdings L.L.C. certifies that it has

reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this

registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C.,

on May 8, 2026.


	CG SUBSIDIARY HOLDINGS L.L.C.

	By:	/s/ Justin V. Plouffe
		Name: Justin V. Plouffe
		Title: Managing Director

POWER OF ATTORNEY

Each person whose signature appears below authorizes Justin V. Plouffe and Jeffrey W. Ferguson as his or her

true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in

his or her name, place and stead, in any and all capacities to execute in the name of each such person who is then an

officer or director of CG Subsidiary Holdings L.L.C., and to file any amendments (including post effective

amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents in

connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power

and authority to do and perform each and every act and thing requisite and necessary to be done in and about the

premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and

confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitute may lawfully do or

cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933 this registration statement and Power of Attorney

have been signed by the following persons in the capacities indicated and on the 8th day of May, 2026.


Signature		Title

/s/ Justin V. Plouffe		Managing Director (Principal Executive Officer and Principal Financial Officer)
Justin V. Plouffe

/s/ Charles E. Andrews, Jr.		Managing Director (Principal Accounting Officer)
Charles E. Andrews, Jr.		Managing Director (Principal Accounting Officer)

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Carlyle Holdings III L.P. certifies that it has

reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this

registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C.,

on May 8, 2026.


	CARLYLE HOLDINGS III L.P.

	By:	/s/ Justin V. Plouffe
		Name: Justin V. Plouffe
		Title: Managing Director

POWER OF ATTORNEY

Each person whose signature appears below authorizes Justin V. Plouffe and Jeffrey W. Ferguson as his or her

true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in

his or her name, place and stead, in any and all capacities to execute in the name of each such person who is then an

officer or director of Carlyle Holdings III L.P., and to file any amendments (including post effective amendments) to

this Registration Statement and to file the same, with all exhibits thereto and other documents in connection

therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority

to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully

to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that

said attorneys-in-fact and agents, or any of them, or their, his or her substitute may lawfully do or cause to be done

by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933 this registration statement and Power of Attorney

have been signed by the following persons in the capacities indicated and on the 8th day of May, 2026.


Signature		Title

/s/ Justin V. Plouffe		Managing Director (Principal Executive Officer and Principal Financial Officer)
Justin V. Plouffe

/s/ Charles E. Andrews, Jr.		Managing Director (Principal Accounting Officer)
Charles E. Andrews, Jr.		Managing Director (Principal Accounting Officer)