TCW Direct Lending 10-K/A 2021 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

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

For the fiscal year ended December 31, 2021

OR

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

For the transition period from to

Commission file number 814-01069

TCW DIRECT LENDING LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	46-5327366
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
200 Clarendon Street, Boston, MA	02116
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 936-2275

Not applicable

Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	Not applicable	Not applicable

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

Common Limited Liability Company Units

(Title of Class)

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐No ☒

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

As of December 31, 2021, there was no established public market for the Registrant’s common units.

The number of the Registrant’s common units outstanding at April 25, 2022 was 20,134,698.

EXPLANATORY NOTE

This Amendment on Annual Report on Form 10-K/A ("Amendment No. 1") amends the Annual Report on Form 10-K of TCW Direct Lending LLC (the "Company"), for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission ("SEC") on March 29, 2022 (the "Original Filing").

The purpose of this Amendment No. 1 is to include in the Company's Consolidated Financial Statements the required footnote disclosures as prescribed by Rule 4-08(g) of Regulation S-X. In addition, this Amendment No. 1 provides a revised version of Deloitte & Touche LLP's opinion.

As required by Rule 12b-15 under Securities Exchange Act of 1934, as amended, Amendment No. 1 includes certifications from the Company’s principal executive officer and principal financial officer dated as of the filing of this Amendment No. 1.

This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, Part II., Item 8 “Financial Statements and Supplementary Data,” in its entirety, Part IV., Item 15., “Exhibits and Financial Statement Schedules,” in its entirety, the signature page, and the new certifications from the Company’s President and Principal Financial Officer.

This Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, and, except as described above, does not modify or update any other disclosures in the Original Filing. Amendment No. 1 should be read in conjunction with the Original Filing and with the Company’s subsequent filings with the SEC.

i

TCW DIRECT LENDING LLC

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2021

Table of Contents

	INDEX	PAGENO.
Item 8.	Financial Statements and Supplementary Data	1
PART IV.
Item 15.	Exhibits, Financial Statement Schedules	2

i

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

See the audited financial statements set forth herein commencing on page F-1 of this annual report on Form 10-K/A.

1

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a) List separately all financial statements filed

The financial statements included in this Annual Report on Form 10-K/A are listed on page F-1 and commence on page F-3.

(b) The following exhibits are filed as part of this report or incorporated herein by reference to exhibits previously filed with the SEC.

2

Exhibits
3.1	Certificate of Formation (incorporated by reference to Exhibit 3.1 to a registration on Form 10 filed on April 18, 2014)
3.4	Second Amended and Restated Limited Liability Company Agreement, dated September 19, 2014 (incorporated by reference to Exhibit 3.4 to a filing on Form 10-Q filed on November 7, 2014)
10.1	Investment Advisory and Management Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on September 25, 2014).
10.2	Administration Agreement dated September 15, 2014, by and between TCW Direct Lending LLC and TCW Asset Management Company (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on November 7, 2014).
10.6	Final form of the TCW Direct Lending Strategic Ventures LLC Amended and Restated Limited Liability Company Agreement, dated June 5, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 10, 2015).
10.8	Third Amended and Restated Revolving Credit Agreement, dated April 10, 2017, by and among TCW Direct Lending LLC, as borrower, Natixis, New York Branch, as administrative agent, sole lead arranger and sole book manager, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 14, 2017).
10.10	First Amendment to the Third Amended and Restated Revolving Credit Agreement, dated April 6, 2020, by and among TCW Direct Lending LLC, as borrower, Natixis, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 13, 2020).
10.11	Lender Group Joinder Agreement, dated May 27, 2020 by and among Zions Bancorporation, N.A. d/b/a California Bank & Trust, Natixis, New York Branch (as Administrative Agent) and TCW Direct Lending LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 2, 2020).
10.12	Third Amendment to the Third Amended and Restated Revolving Credit Agreement, dated April 6, 2021, by and among TCW Direct Lending LLC, as borrower, Natixis, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 12, 2021).
21.1	Subsidiaries of the Registrant incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K filed on March 29, 2022.
31.1*	Certification of President Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1*	Certification of President Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
32.2*	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
99.1*	Financial Statements of TCW Direct Lending Strategic Ventures LLC for the fiscal year ended December 31, 2021

* Filed herewith

3

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TCW DIRECT LENDING LLC
Date: April 25, 2022	By:	/s/ Richard T. Miller
		Richard T. Miller
		Chairman of the Board, President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: April 25, 2022	By:	/s/ Richard T. Miller
		Richard T. Miller
		Chairman of the Board, President and Director
		(Principal Executive Officer)
Date: April 25, 2022	By:	/s/ Laird R. Landmann
		Laird. R Landmann
		Director
Date: April 25, 2022	By:	/s/ David R. Adler
		David R. Adler
		Director
Date: April 25, 2022	By:	/s/ William Cobb
		William Cobb
		Director
Date: April 25, 2022	By:	/s/ Donald M. Mykrantz
		Donald M. Mykrantz
		Director
Date: April 25, 2022	By:	/s/ James G. Krause
		James G. Krause
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

4

TCW Direct Lending LLC

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Schedule of Investments as of December 31, 2021 and 2020	F-4
Consolidated Statements of Assets and Liabilities as of December 31, 2021 and 2020	F-15
Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019	F-16
Consolidated Statements of Changes in Members’ Capital for the Years Ended December 31, 2021, 2020 and 2019	F-17
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019	F-18
Notes to Consolidated Financial Statements	F-19

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unitholders and the Board of Directors of TCW Direct Lending LLC

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying consolidated statements of assets and liabilities of TCW Direct Lending LLC (the “Company”), including the consolidated schedule of investments, as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in members’ capital, and cash flows for each of the three years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations, changes in members’ capital and cash flows for each of the three years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2021 and 2020, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Investments, at fair value - Level 3 Investment Valuations and Fair Value Measurements – Refer to Note 3

F-2

Critical Audit Matter Description

The Company held certain investments with fair values based on significant unobservable inputs that reflect management’s determination of assumptions that market participants might reasonably use in valuing the investments. These investments are classified as Level 3 investments under accounting principles generally accepted in the United States of America. These investments included debt and equity securities, each of which lack observable market prices. Such investments are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value of equity instruments and a discounted cash flow approach or enterprise value waterfall is generally used for debt instruments. Valuation may also include a shadow rating method. The fair value of the Company’s Level 3 investments was $397,379,938 as of December 31, 2021.

How the Critical Audit Matter Was Addressed in the Audit

We identified the valuation of Level 3 investments as a critical audit matter because of the judgments necessary for management to select appropriate valuation techniques and to use significant unobservable inputs to estimate the fair value of the investment. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs as determined by management. This required a high degree of auditor judgement and increased effort, including the need to involve our fair value specialists who possess significant quantitative and modeling expertise, to audit and evaluate the appropriateness of these rmodels and internal assumptions and the weighting of the best available pricing inputs in determining the fair value of these investments.

Our audit procedures related to the valuation techniques and unobservable inputs used by management to estimate the fair value of Level 3 investments included the following, among others:

•

We obtained an understanding of the methods, valuation models, and assumptions for the unobservable inputs used to derive the pricing information as part of the procedures to test the fair value estimates.

•

We inspected all investment transactions within 60 days prior and subsequent to year end, if any, and compared the transaction price to the valuation at year end to assess the reasonableness of the valuation at year end.

•

We utilized fair value specialists to assist in validating the appropriateness of the valuation techniques and valuation assumptions and to test the valuation by developing an independent expectation. We also assessed the reasonableness of the business assumptions used in the valuation. We developed independent estimates of the fair values and compared our estimates to management’s estimates.

•

We evaluated the reasonableness of any significant changes in valuation techniques or significant unobservable inputs for those investments from the prior year-end.

 

Los Angeles, California

March 29, 2022 (April 25, 2022, as to Note 9)

We have served as the Company’s auditor since 2014.

F-3

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments

As of December 31, 2021

Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1)
Distributors
	ASC Acquisition Holdings, LLC(3)	08/14/20	Term Loan - 9.50% inc PIK (LIBOR + 8.50%, 1.00% Floor, all PIK)		5.7	%	$	22,248,202	08/14/25	$	22,248,202	$	22,248,202
	Retail & Animal Intermediate, LLC(2)(3)	08/14/20	Subordinated Loan - 7.00% inc PIK (7.00% Fixed Coupon, all PIK)		1.1	%		26,883,346	11/14/25		23,151,200		4,247,569
					6.8	%		49,131,548			45,399,402		26,495,771
Diversified Consumer Services
	School Specialty, Inc.(4)	09/15/20	Term Loan - 9.25% (LIBOR + 8.00%, 1.25% Floor)		9.1	%		35,532,774	09/15/25		35,358,570		35,532,774
					9.1	%		35,532,774			35,358,570		35,532,774
Diversified Financial Services
	Guardia LLC (2) (3)	07/02/18	Revolver - 8.75% inc PIK (LIBOR + 7.25%, 1.50% Floor, all PIK)		0.7	%		10,321,164	07/02/23		2,441,944		2,807,357
					0.7	%		10,321,164			2,441,944		2,807,357
Hotels, Restaurants & Leisure
	Ruby Tuesday Operations LLC(4)	02/24/21	Term Loan - 13.25% inc PIK (LIBOR + 12.00%, 1.25% Floor, 6.00% PIK)		2.2	%		8,635,037	02/24/25		8,635,037		8,635,037
					2.2	%		8,635,037			8,635,037		8,635,037
Household Durables
	Cedar Electronics Holdings, Corp.(4)	05/19/15	Term Loan - 9.50% (LIBOR + 8.00%, 1.50% Floor)		3.9	%		15,126,452	12/18/23		15,125,064		15,126,452
	Cedar Electronics Holdings, Corp. (4)	01/30/19	Incremental Term Loan - 15.00% inc PIK (15.00% Fixed Coupon, all PIK)		1.0	%		3,710,871	12/18/23		3,710,871		3,710,871
					4.9	%		18,837,323			18,835,935		18,837,323
Industrial Conglomerates
	H-D Advanced Manufacturing Company	06/30/15	Term Loan - 10.00% inc PIK (LIBOR + 8.50%, 1.50% Floor, all PIK)		18.3	%		113,536,293	01/01/23		113,435,148		71,300,792
					18.3	%		113,536,293			113,435,148		71,300,792
Metals & Mining
	Pace Industries, Inc.(2) 4)	06/01/20	HoldCo Term Loan - 3.50% inc PIK (LIBOR + 2.00%, 1.50% Floor, all PIK)		18.9	%		85,601,791	06/01/40		78,137,870		73,617,540
	Pace Industries, Inc.(4)	06/01/20	Term Loan - 9.75% inc PIK (LIBOR + 8.25%, 1.50% Floor, 2.25% PIK)		13.9	%		53,963,182	06/01/25		53,933,292		53,963,182
					32.8	%		139,564,973			132,071,162		127,580,722
Pharmaceuticals
	Noramco, LLC	07/01/16	Term Loan - 9.38% inc PIK (LIBOR + 8.38%, 1.00% Floor, 0.38% PIK)		13.0	%		50,401,023	12/31/23		50,280,078		50,552,226
					13.0	%		50,401,023			50,280,078		50,552,226
	Total Debt Investments				87.8	%					406,457,276		341,742,002

F-4

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

Industry	Issuer	Investment	% of Net Assets			Shares		Amortized Cost		Fair Value
	EQUITY
Distributors
	Animal Supply Holdings LLC(2)(3)(5)(8)	Class A Common		0.0	%		224,156	$	1,572,727	$	—
				0.0	%		224,156		1,572,727		—
Diversified Consumer Services
	School Specialty, Inc.(2)(4)(6)(8)	Class A Preferred Stock		3.1	%		806,264		8,062,637		12,093,956
	School Specialty, Inc.(2)(4)(6)(8)	Class B Preferred Stock		0.2	%		359,474		356,635		690,190
	School Specialty, Inc.(2)(4)(6)(8)	Common Stock		0.0	%		80,700		53,889		—
				3.3	%		1,246,438		8,473,161		12,784,146
Hotels, Restaurants & Leisure
	RT Holdings Parent, LLC(2)(4)(8)	Class A Units		5.4	%		5,475,885		5,133,708		20,859,289
	RT Holdings Parent, LLC(2)(4)(8)	Warrant, expires 12/21/27		0.9	%		912,647		—		3,476,546
				6.3	%		6,388,532		5,133,708		24,335,835
Household Durables
	Cedar Ultimate Parent, LLC(2)(4)(8)	Class A Preferred Units		4.2	%		9,297,990		9,187,902		16,255,955
	Cedar Ultimate Parent, LLC(2)(4)(8)	Class E Common Units		0.0	%		300,000		—		—
	Cedar Ultimate Parent, LLC(2)(4)(8)	Class D Preferred Units		0.6	%		2,900,000		—		2,262,000
				4.8	%		12,497,990		9,187,902		18,517,955
Investment Funds & Vehicles
	TCW Direct Lending Strategic Ventures(2)(4)(7)	Common membership Interests		0.0	%		800		—		—
	TCW Direct Lending Strategic Ventures(4)(7)	Preferred membership Interests		22.6	%		101,520		101,520,000		88,334,811
				22.6	%		102,320		101,520,000		88,334,811
Metals & Mining
	Pace Industries, Inc.(2)(4)(8)	Common Stock		0.0	%		917,418		2,110,522		—
				0.0	%		917,418		2,110,522		—
Technologies Hardware, Storage and Peripherals
	Quantum Corporation(2)	Common Stock		2.5	%		1,766,327		6,481,787		9,750,125
				2.5	%		1,766,327		6,481,787		9,750,125
	Total Equity Investments			39.5	%				134,479,807		153,722,872
	Total Debt & Equity Investments(9)			127.3	%				540,937,083		495,464,874
	Short-term Investments
	U.S. Treasury Bill, Yield 0.09%			141.3	%		550,000,000		549,929,721		549,929,721
	Total Short-term Investments			141.3	%		550,000,000		549,929,721		549,929,721
	Total Investments (268.5%)							$	1,090,866,804	$	1,045,394,595
	Net unrealized depreciation on unfunded commitments (0.0%)										(138,337	)
	Liabilities in Excess of Other Assets (-168.5%)										(655,951,784	)
	Net Assets (100.0%)									$	389,304,474

F-5

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

(1)

Certain debt investments are subject to contractual restrictions on resale, such as approval of the agent or borrower.

(2)

Non-income producing.

(3)

As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, between 5% and 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2021 and 2021 along with transactions during the year ended December 31, 2021 in these affiliated investments are as follows:

Name of Investment	Fair Value at December 31, 2020		Gross Addition (a)		Gross Reduction (b)			Realized Gains (Losses)			Net Change in Unrealized Appreciation/ Depreciation			Fair Value at December 31, 2021		Interest/Dividend/ Other income
Animal Supply Holdings LLC Class A Common	$	—	$	—	$	—		$	—		$	—		$	—	$	—
ASC Acquisition Holdings LLC Term Loan - 9.50%		20,398,360		2,046,507		(196,665	)		—			—			22,248,202		2,265,018
Carrier & Technology, LLC Common Stock		—		—		—			—			—			—		—
Carrier & Technology Holdings, LLC Term Loan—11.75%		—		231,174		(1,369,948	)		(41,407,285	)		42,546,059			—		231,174
Guardia LLC (fka Carrier & Technology, LLC) Revolver - 8.75%		5,782,424		133,991		—			(7,361,653	)		4,252,595			2,807,357		68,403
Guardia LLC (fka Carrier & Technology Solutions, LLC) Term loan—8.75%		—		669,510		—			(10,057,378	)		9,387,868			—		421,861
Retail and Animal Intermediate Subordinated Loan - 7.00%		9,617,957		—		(275,366	)		—			(5,095,022	)		4,247,569		(267,358	)
Total Non-Controlled Affiliated Investments	$	35,798,741	$	3,081,182	$	(1,841,979	)	$	(58,826,316	)	$	51,091,500		$	29,303,128	$	2,719,098

(a)

Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

(b)

Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

F-6

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

(4)

As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2020 and 2021 along with transactions during the year ended December 31, 2021 in these controlled investments are as follows:

Name of Investment	Fair Value at December 31, 2020		Gross Addition (a)		Gross Reduction (b)			Realized Gains (Losses)		Net Change in Unrealized Appreciation/ Depreciation			Fair Value at December 31, 2021		Interest/Dividend/ Other income
Cedar Electronics Holdings, Corp Incremental Term Loan - 15.00%	$	3,177,284	$	533,587	$	—		$	—	$	—		$	3,710,871	$	550,844
Cedar Electronics Holdings, Corp Term Loan - 9.50%		20,795,847		1,560		(5,669,395	)		—		(1,560	)		15,126,452		2,008,188
Cedar Ultimate Parent, LLC Class A Preferred Unit		9,598,036				—			—		6,657,919			16,255,955		—
Cedar Ultimate Parent, LLC Class D Preferred Unit		—		—		—			—		2,262,000			2,262,000		—
Cedar Ultimate Parent, LLC Class E Preferred Unit		—		—		—			—		—			—		—
Pace Industries, Inc. Common Stock		—		—		—			—		—			—		—
Pace Industries, Inc. Term Loan - 3.50%		66,352,141		—		(19,165	)		—		7,284,564			73,617,540		39,519
Pace Industries, Inc. Term Loan - 9.75%		52,749,501		1,222,430		—			—		(8,749	)		53,963,182		5,515,898
RT Holdings Parent, LLC Class A Unit		—		5,133,708		—			—		15,725,581			20,859,289		—
RT Holdings Parent, LLC Warrant		—		—		—			—		3,476,546			3,476,546		—
Ruby Tuesday Operations, LLC Term Loan - 13.25%		—		15,211,786		(6,576,749	)		—		—			8,635,037		1,519,814
School Specialty, Inc. Common Stock		—		—		—			—		—			—		—
School Specialty, Inc. Preferred Stock A		4,386,075		—		—			—		7,707,881			12,093,956		—
School Specialty, Inc. Preferred Stock B		—		—		—			—		690,190			690,190		—
School Specialty, Inc. Term Loan - 9.25%		34,562,488		1,054,673		(37,116	)		—		(47,271	)		35,532,774		3,459,729
TCW Direct Lending Strategic Ventures LLC Common Membership Interests		—		—		—			—		—			—		—
TCW Direct Lending Strategic Ventures LLC Preferred Membership Interests		138,889,888		—		(63,680,000	)		—		13,124,923			88,334,811		7,200,000
Total Controlled Affiliated Investments	$	330,511,260	$	23,157,744	$	(75,982,425	)	$	—	$	56,872,023		$	334,558,602	$	20,293,992

(a)

Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

(b)

Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

(5)

Holding of Animal Supply Holdings, LLC Class A units are held through TCW DL ASH LLC, a special purpose vehicle.

(6)

Holdings of School Specialty, Inc. Class A & B preferred stock and common stock are held through TCW DL SSP LLC, a special purpose vehicle.

(7)

The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended. A business development company may not acquire an asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of December 31, 2021, $88,334,811 or 8.4% of the Company’s total assets were represented by “non-qualifying assets.”

(8)

All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933, and may be deemed “restricted securities” under the Securities Act. As of December 31, 2021, the aggregate fair value of these securities was $55,637,936, or 5.3% of the Company’s total assets.

(9)

The fair value of the Quantum Corporation Common Stock held by the Company is based on the quoted market price of the issuer’s stock as of December 31, 2021. Such common stock is considered to be a Level 1 security within the Fair Value Hierarchy. Otherwise, the fair value of each debt and equity investment was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

F-7

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

LIBOR - London Interbank Offered Rate, generally 1-Month or 3-Month

PRIME - Prime Rate

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $23,027,564 and $241,550,432, respectively, for the period ended December 31, 2021. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.

Geographic Breakdown of Portfolio
United States	100	%

See Notes to Consolidated Financial Statements.

F-8

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments

As of December 31, 2020

Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	Debt (1)
Distributors
	ASC Acquisition Holdings, LLC(2)(3)	08/14/20	Term Loan—7.00% inc. PIK (7.00% Fixed Coupon, all PIK)		1.7	%	$	25,046,760	08/03/25	$	23,426,565	$	9,617,957
	ASC Acquisition Holdings, LLC(3)	08/14/20	Term Loan—9.50% inc. PIK (LIBOR + 8.50%, 1.00% Floor, 9.5% PIK)		3.6	%		20,398,360	08/03/25		20,398,360		20,398,360
					5.3	%		45,445,120			43,824,925		30,016,317
Diversified Consumer Services
	School Specialty, Inc.(4)	09/15/20	Term Loan—9.25% inc. PIK (LIBOR + 8.00%, 1.25% Floor, 4.00% PIK)		6.1	%		34,562,488	09/15/25		34,341,012		34,562,488
					6.1	%		34,562,488			34,341,012		34,562,488
Diversified Financial Services
	Carrier & Technology Holdings, LLC(2)(3)	07/02/18	Term Loan—11.75% inc. PIK (11.75%, Fixed Coupon, all PIK)		0.0	%		46,908,147	07/02/23		42,546,059		—
	Guardia LLC (fka Carrier & Technology Solutions, LLC)(2)(3)	07/02/18	Revolver—8.75% inc. PIK (LIBOR + 7.25%, 1.50% Floor, all PIK)		1.0	%		9,669,605	07/02/23		9,669,605		5,782,424
	Guardia LLC (fka Carrier & Technology Solutions, LLC)(2)(3)	07/02/18	Term Loan—8.75% inc. PIK (LIBOR + 7.25%, 1.50% Floor, all PIK)		0.0	%		11,087,550	07/02/23		9,387,868		—
					1.0	%		20,757,155			19,057,473		5,782,424
					1.0	%		67,665,302			61,603,532		5,782,424
Hotels, Restaurants & Leisure
	OTG Management, LLC	10/07/20	Incremental Delayed Draw Term Loan—10.00% inc. PIK (LIBOR + 9.00%, 1.00% Floor, 2.00% PIK)		1.3	%		9,102,189	08/26/21		9,102,189		7,299,956
	OTG Management, LLC	06/30/16	Term Loan—10.00% inc. PIK (LIBOR + 9.00%, 1.00% Floor, 2.00% PIK)		10.9	%		77,605,399	08/26/21		77,432,408		62,239,530
					12.2	%		86,707,588			86,534,597		69,539,486
	Ruby Tuesday, Inc.	10/09/20	DIP Term Loan -11.00% (LIBOR + 10.00%, 1.00% Floor)		0.3	%		1,836,034	03/08/21		1,836,034		1,836,034
	Ruby Tuesday, Inc.	12/21/17	Term Loan—11.00% inc. PIK (LIBOR + 10.00%, 1.00% Floor, 2.00% PIK)		1.7	%		9,647,259	12/21/22		9,466,906		9,647,259
					2.0	%		11,483,293			11,302,940		11,483,293
					14.2	%		98,190,881			97,837,537		81,022,779
Household Durables
	Cedar Electronics Holdings, Corp.(4)	01/30/19	Incremental Term Loan—15.00% inc. PIK (15.00%, Fixed Coupon, all PIK)		0.5	%		3,177,284	12/18/23		3,177,284		3,177,284
	Cedar Electronics Holdings, Corp.(4)	05/19/15	Term Loan 9.50% (LIBOR + 8.00%, 1.50% Floor)		3.7	%		20,795,847	12/18/23		20,792,899		20,795,847
					4.2	%		23,973,131			23,970,183		23,973,131

F-9

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
Industrial Conglomerates
	H-D Advanced Manufacturing Company	06/30/15	First Lien Last Out Term Loan—8.50% inc. PIK (LIBOR + 7.00%, 1.50% Floor, All PIK)		12.8	%	$	108,376,477	01/01/23	$	108,166,430	$	72,612,240
					12.8	%		108,376,477			108,166,430		72,612,240
Information Technology Services
	ENA Holding Corporation	05/06/16	First Lien Term Loan -10.00% inc. PIK (LIBOR + 9.25%, 0.75% Floor, 4.75% PIK)		7.3	%		41,682,875	05/06/21		41,613,205		41,307,729
	ENA Holding Corporation	05/06/16	Revolver—10.00% inc. PIK (LIBOR + 9.25%, 0.75% Floor, 4.75% PIK)		1.4	%		8,150,861	05/06/21		8,150,861		8,077,503
					8.7	%		49,833,736			49,764,066		49,385,232
Internet & Direct Marketing Retail
	Lulu’s Fashion Lounge, LLC	08/28/17	First Lien Term Loan—10.50% inc. PIK (LIBOR + 9.50%, 1.00% Floor, 2.50% PIK)		2.1	%		12,194,025	08/28/22		12,074,279		12,047,697
					2.1	%		12,194,025			12,074,279		12,047,697
Metals & Mining
	Pace Industries, Inc.(2)(4)	06/01/20	HoldCo Term Loan—3.50% inc. PIK (LIBOR + 2.00%, 1.50% Floor, all PIK)		11.6	%		82,630,313	06/01/40		78,157,034		66,352,141
	Pace Industries, Inc.(4)	06/01/20	Opco Term Loan—9.75% inc. PIK (LIBOR + 8.25%, 1.50% Floor, 2.25% PIK)		9.3	%		52,749,501	06/01/25		52,710,862		52,749,501
					20.9	%		135,379,814			130,867,896		119,101,642
Pharmaceuticals
	Noramco, LLC	07/01/16	Senior Term Loan—9.38% inc. PIK (LIBOR + 8.38%, 1.00% Floor, 0.38% PIK)		8.4	%		50,315,714	12/31/23		50,133,886		47,548,349
					8.4	%		50,315,714			50,133,886		47,548,349
	Total Debt Investments				83.7	%					612,583,746		476,052,299
	Equity						Shares
Distributors
	Animal Supply Holdings, LLC(2)(3)(5)(8)		Class A Common		0.0	%		224,156			1,572,726		—
					0.0	%		224,156			1,572,726		—
Diversified Consumer Services
	School Specialty, Inc.(2)(4)(8)		Class A Preferred Stock		0.8	%		806,264			8,062,637		4,386,075
	School Specialty, Inc.(2)(4)(8)		Class B Preferred Stock		0.0	%		359,474			356,635		—
	School Specialty, Inc.(2)(4)(8)		Common Stock		0.0	%		80,700			53,889		—
					0.8	%		1,246,438			8,473,161		4,386,075
Diversified Financial Services
	Carrier & Technology Holdings, LLC(2)(3)(6)		Common Stock		0.0	%		2,143			—		—
					0.0	%		2,143			—		—

F-10

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

Industry	Issuer	Investment	% of Net Assets			Shares		Amortized Cost		Fair Value
Hotels, Restaurants & Leisure
	RTI Holding Company, LLC (an affiliate of Ruby Tuesday, Inc.)(2)(8)	Warrant, expires 12/21/27		0.0	%		1,470,632	$	1,379,747	$	—
				0.0	%		1,470,632		1,379,747		—
Household Durables
	Cedar Ultimate Parent LLC(2)(4)(8)	Class A Preferred Units		1.7	%		9,297,990		9,187,900		9,598,036
	Cedar Ultimate Parent LLC(2)(4)(8)	Class D Preferred Units		0.0	%		2,900,000		—		—
	Cedar Ultimate Parent LLC(2)(4)(8)	Class E Common Units		0.0	%		300,000		—		—
				1.7	%		12,497,990		9,187,900		9,598,036
Investment Funds & Vehicles
	TCW Direct Lending Strategic Ventures LLC(2)(4)(7)	Common membership interests		0.0	%		800		—		—
	TCW Direct Lending Strategic Ventures LLC(4)(7)	Preferred membership interests		24.4	%		165,200		165,200,000		138,889,888
				24.4	%		166,000		165,200,000		138,889,888
Metals & Mining
	Pace Industries, Inc.(2)(4)(8)	Common Stock		0.0	%		917,418		2,110,522		—
				0.0	%		917,418		2,110,522		—
Technologies Hardware, Storage and Peripherals
	Quantum Corporation(2)(3)	Common Stock		2.9	%		2,670,416		9,799,470		16,342,946
				2.9	%		2,670,416		9,799,470		16,342,946
	Total Equity Investments			29.8	%				197,723,526		169,216,945
	Total Debt & Equity Investments(9)			113.5	%			$	810,307,272	$	645,269,244
	Cash Equivalents
	Blackrock Liquidity Funds, Yield 0.01%			4.8	%		27,031,770		27,031,770		27,031,770
	U.S. Treasury Bill, Yield 0.08%			105.5	%		600,000,000		599,747,833		599,747,832
				110.3	%		627,031,770		626,779,603		626,779,602
	Total Cash Equivalents			110.3	%			$	626,779,603	$	626,779,602
	Total Investments 223.8%							$	1,437,086,875	$	1,272,048,846
	Net unrealized depreciation on unfunded commitments (0.1%)									$	(713,058	)
	Liabilities in Excess of Other Assets (123.7%)									$	(703,060,436	)
	Net Assets 100.0%									$	568,275,352

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $153,637,845 and $416,887,805, respectively, for the period ended December 31, 2020. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.

F-11

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(1)

Certain debt investments are subject to contractual restrictions on resale, such as approval of the agent or borrower.

(2)

Non-income producing.

(3)

As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, between 5% and 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2019 and 2020 along with transactions during the year ended December 31, 2020 in these affiliated investments are as follows:

Name of Investment	Fair Value at December 31, 2019		Gross Additions(a)			Gross Reductions(b)			Realized Gains (Losses)			Net Change in Unrealized Appreciation/ Depreciation			Fair Value at December 31, 2020		Interest/ Dividend/ Other income
Animal Supply Holdings, LLC Class A Common	$	—	$	1,572,727		$	—		$	(708,537	)	$	(864,190	)	$	—	$	15,767
ASC Acquisition Holdings, LLC Term Loan—7.00%		—		23,426,565			—			—			(13,808,608	)		9,617,957		873,444
ASC Acquisition Holdings, LLC Term Loan—9.50%		—		20,398,360			—			—			—			20,398,360		1,503,104
ASC Acquisition Holdings, LLC Term Loan—11.80%		16,973,303		12,091,695			(34,771,688	)		—			5,706,690			—		3,053,968
Carrier & Technology Holdings, LLC Term Loan—11.75%		—		—			—			—			—			—		(417,901	)
Carrier & Technology Holdings, LLC Common Stock		—		—			—			—			—			—		—
Guardia LLC (fka Carrier & Technology Solutions, LLC) Revolver—8.75%		8,494,311		(469,870	)		1,645,164			—			(3,887,181	)		5,782,424		1,649,576
Guardia LLC (fka Carrier & Technology Solutions, LLC) Term loan—8.75%		7,740,609		552,378			(2,819,690	)		—			(5,473,297	)		—		999,895
Quantum Corporation Common Stock		19,814,479		—			—			—			(3,471,533	)		16,342,946		—
Total Non-Controlled Affiliated Investments	$	53,022,702	$	57,571,855		$	(35,946,214	)	$	(708,537	)	$	(21,798,119	)	$	52,141,687	$	7,677,853

(a)

Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

(b)

Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

(c)

F-12

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(4)

As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2019 and 2020 along with transactions during the year ended December 31, 2020 in these controlled investments are as follows:

Name of Investment	Fair Value at December 31, 2019		Gross Additions(a)		Gross Reductions(b)			Realized Gains (Losses)			Net Change in Unrealized Appreciation/ Depreciation			Fair Value at December 31, 2020		Interest/ Dividend/ Other income
Cedar Electronics Holdings, Corp. Incremental Term Loan—15.00%	$	2,738,388	$	438,897	$	—		$	—		$	(1	)	$	3,177,284	$	885,745
Cedar Electronics Holdings, Corp. Term Loan—9.50%		19,817,479		1,019,695		—			—			(41,327	)		20,795,847		2,898,179
Cedar Ultimate Parent LLC Class A Preferred Units		1,640,937		—		—			—			7,957,099			9,598,036		—
Cedar Ultimate Parent LLC Class D Preferred Units		—		—		—			—			—			—		—
Cedar Ultimate Parent LLC Class E Common Units		—		—		—			—			—			—		—
Pace Industries, Inc. Common Stock		—		2,110,522		—			—			(2,110,522	)		—		—
Pace Industries, Inc. First Lien Term Loan—12.70%		87,910,865		18,431,418		(110,306,182	)		—			3,963,899			—		8,786,785
Pace Industries, Inc. HoldCo Term Loan—3.50%		—		110,746,735		(32,589,701	)		—			(11,804,893	)		66,352,141		19,164
Pace Industries, Inc. Opco Term Loan—9.75%		—		52,710,862		—			—			38,639			52,749,501		3,344,140
School Specialty, Inc. Class A Preferred Stock		—		8,062,637		—			—			(3,676,562	)		4,386,075		—
School Specialty, Inc. Class B Preferred Stock		—		356,635		—			—			(356,635	)		—		—
School Specialty, Inc. Common Stock		—		59,124		—			(5,235	)		(53,889	)		—		—
School Specialty, Inc. Delayed Draw Term Loan—16.75%		3,768,338		4,400,424		(8,396,541	)		—			227,779			—		718,873
School Specialty, Inc. Term Loan—9.25%		—		34,341,012		—			—			221,476			34,562,488		961,647
School Specialty, Inc. Term Loan A—16.75%		28,294,179		11,202,554		(38,039,495	)		(2,866,190	)		1,408,952			—		5,843,440
School Specialty, Inc. Warrant		124,508		—		—			(124,655	)		147			—		—
TCW Direct Lending Strategic Ventures LLC Common Membership Interests		—		—		—			—			—			—		—
TCW Direct Lending Strategic Ventures LLC Preferred Membership Interests		195,726,195		—		(46,000,000	)		(3	)		(10,836,304	)		138,889,888		22,000,000
Total Controlled Affiliated Investments	$	340,020,889	$	243,880,515	$	(235,331,919	)	$	(2,996,083	)	$	(15,062,142	)	$	330,511,260	$	45,457,973

(a)

Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

(b)

Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

(5)

Holding of Animal Supply Holdings, LLC Class A units are held through TCW DL ASH LLC, a special purpose vehicle.

(6)

Holdings of Carrier & Technology Holdings, LLC common stock are held through TCW DL CTH LLC, a special purpose vehicle.

(7)

The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended. A business development company may not acquire an asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of December 31, 2020, $138,889,888 or 10.8% of the Company’s total assets were represented by “non-qualifying assets.”

(8)

All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933 and may be deemed “restricted securities” under the Securities Act. As of December 31, 2020, the aggregate fair value of these securities was $13,984,111, or 1.1% of the Company’s total assets.

(9)

The fair value of the Quantum Corporation Common Stock held by the Company is based on the quoted market price of the issuer’s stock as of December 31, 2020. Such common stock is considered to be a Level 1 security within the Fair Value Hierarchy. Otherwise, the fair value of each debt and equity investment was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

F-13

TCW DIRECT LENDING LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

LIBOR - London Interbank Offered Rate, generally 1-Month or 3-Month

Country Breakdown Portfolio
United States	100.0	%

See Notes to Consolidated Financial Statements.

F-14

TCW DIRECT LENDING LLC

Consolidated Statements of Assets and Liabilities

(Dollar amounts in thousands, except unit data)

December 31, 2021

	As of December 31,
	2021			2020
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (amortized cost of $170,197 and $319,356, respectively)	$	131,603		$	262,616
Non-controlled affiliated investments (amortized cost of $49,414 and $116,801, respectively)		29,303			52,142
Controlled affiliated investments (amortized cost of $321,326 and $374,150, respectively)		334,559			330,511
Cash and cash equivalents		8,532			34,802
Short-term investments		549,930			599,748
Interest receivable		1,608			5,360
Deferred financing costs		498			1,235
Prepaid and other assets		73			82
Total Assets	$	1,056,106		$	1,286,496
Liabilities
Payable for short-term investments purchased	$	549,930		$	599,748
Credit facility payable		115,250			115,250
Management fees payable		1,055			1,698
Interest and credit facility expense payable		267			457
Unrealized depreciation on unfunded commitments		138			713
Other accrued expenses and other liabilities		162			355
Total Liabilities	$	666,802		$	718,221
Commitments and Contingencies (Note 5)
Members’ Capital
Common Unitholders’ commitment: (20,134,698 units issued and outstanding)	$	2,013,470		$	2,013,470
Common Unitholders’ undrawn commitment: (20,134,698 units issued and outstanding)		(409,125	)		(409,125	)
Common Unitholders’ return of capital		(1,099,503	)		(854,503	)
Common Unitholders’ offering costs		(853	)		(853	)
Accumulated Common Unitholders’ tax reclassification		(13,901	)		(13,733	)
Common Unitholders’ capital		490,088			735,256
Accumulated loss		(100,784	)		(166,981	)
Total Members’ Capital	$	389,304		$	568,275
Total Liabilities and Members’ Capital	$	1,056,106		$	1,286,496
Net Asset Value Per Unit (accrual base) (Note 9)	$	39.65		$	48.54

See Notes to Consolidated Financial Statements.

F-15

TCW DIRECT LENDING LLC

Consolidated Statements of Operations

(Dollar amounts in thousands, except unit data)

December 31, 2021

	For the Year Ended December 31,
	2021			2020			2019
Investment Income
Non-controlled/non-affiliated investments:
Interest income	$	14,802		$	31,641		$	89,223
Interest income paid-in-kind		9,919			17,323			9,448
Dividend income		—			217			178
Other fee income		98			90			640
Non-controlled affiliated investments:
Interest income		579			3,946			83
Interest income paid-in-kind		2,117			3,716			6,671
Other fee income		23			16			—
Controlled affiliated investments:
Interest income		9,664			11,515			1,832
Interest income paid-in-kind		3,326			11,873			956
Dividend income		7,200			22,000			68,127
Other fee income		104			70			—
Total investment income		47,832			102,407			177,158
Expenses
Management fees		5,293			7,511			8,605
Interest and credit facility expenses		4,777			11,863			18,146
Administrative fees		766			942			1,047
Professional fees		610			931			1,019
Directors’ fees		320			320			336
Other expenses		363			379			197
Total expenses		12,129			21,946			29,350
Net investment income	$	35,703		$	80,461		$	147,808
Net realized and unrealized gain (loss) on investments
Net realized (loss) gain:
Non-controlled/non-affiliated investments	$	6,998		$	213		$	(17,109	)
Non-controlled affiliated investments		(58,826	)		(709	)		3,945
Controlled affiliated investments		—			(2,996	)		—
Net change in unrealized appreciation/depreciation:
Non-controlled/non-affiliated investments		12,177			(34,429	)		1,127
Non-controlled affiliated investments		51,092			(21,798	)		(13,413	)
Controlled affiliated investments		56,872			(15,062	)		(37,506	)
Net realized gain on short-term investments		13			17			—
Net realized gain distributions from controlled affiliated investments		—			—			4,833
Net realized and unrealized gain (loss) on investments	$	68,326		$	(74,764	)	$	(58,123	)
Net increase (decrease) in Members’ Capital from operations	$	104,029		$	5,697		$	89,685
Basic and diluted:
Income per unit	$	5.17		$	0.28		$	4.45

See Notes to Consolidated Financial Statements.

F-16

TCW DIRECT LENDING LLC

Consolidated Statements of Changes in Members’ Capital

(Dollar amounts in thousands, except unit data)

December 31, 2021

	Common Unitholders’ Capital			Accumulated Earnings (Loss)			Total
Members’ Capital at December 31, 2018	$	979,882		$	(66,339	)	$	913,543
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—			147,808			147,808
Net realized loss on investments		—			(8,331	)		(8,331	)
Net change in unrealized appreciation/depreciation on investments		—			(49,792	)		(49,792	)
Distributions to Members from:
Distributable earnings		—			(124,880	)		(124,880	)
Return of capital		(4,120	)		—			(4,120	)
Total Decrease in Members’ Capital for the year ended December 31, 2019		(4,120	)		(35,195	)		(39,315	)
Tax reclassification of Members' Capital		(4,115	)		4,115			-
Members’ Capital at December 31, 2019	$	971,647		$	(97,419	)	$	874,228
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—			80,461			80,461
Net realized loss on investments		—			(3,475	)		(3,475	)
Net change in unrealized appreciation/depreciation on investments		—			(71,289	)		(71,289	)
Distributions to Members from:
Distributable earnings		—			(75,397	)		(75,397	)
Return of capital		(236,253	)		—			(236,253	)
Total Decrease in Members’ Capital for the year ended December 31, 2020		(236,253	)		(69,700	)		(305,953	)
Tax reclassification of Members' Capital		(138	)		138			-
Members’ Capital at December 31, 2020	$	735,256		$	(166,981	)	$	568,275
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—			35,703			35,703
Net realized loss on investments		—			(51,815	)		(51,815	)
Net change in unrealized appreciation/depreciation on investments		—			120,141			120,141
Distributions to Members from:
Distributable earnings		—			(38,000	)		(38,000	)
Return of capital		(245,000	)		—			(245,000	)
Total (Decrease) Increase in Members’ Capital for the year ended December 31, 2021		(245,000	)		66,029			(178,971	)
Tax reclassification of Members' Capital		(168	)		168			—
Members’ Capital at December 31, 2021	$	490,088		$	(100,784	)	$	389,304

See Notes to Consolidated Financial Statements.

F-17

TCW DIRECT LENDING LLC

Consolidated Statements of Cash Flows

(Dollar amounts in thousands, except unit data)

December 31, 2021

	For the Year Ended December 31,
	2021			2020			2019
Cash Flows from Operating Activities
Net increase in net assets resulting from operations	$	104,029		$	5,697		$	89,685
Adjustments to reconcile the net increase in net assets resulting from operations to net cash provided by operating activities:
Purchases of investments		(7,665	)		(120,726	)		(54,791	)
Purchases of short-term investments		(549,930	)		(599,748	)		—
Interest income paid in-kind		(15,362	)		(32,912	)		(17,074	)
Proceeds from sales and paydowns of investments		241,550			416,888			162,496
Proceeds from sales of short-term investments		599,748			—			—
Net realized loss on investments		51,828			3,492			13,164
Change in net unrealized appreciation/depreciation on investments		(120,141	)		71,289			49,792
Amortization of premium and accretion of discount, net		(981	)		(4,009	)		(6,125	)
Amortization of deferred financing costs		1,620			1,474			2,607
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in interest receivable		3,752			2,067			(1,208	)
(Increase) decrease in receivable from Adviser		—			—			263
(Increase) decrease in prepaid and other assets		9			(1	)		4
Increase (decrease) in payable for short-term investments purchased		(49,818	)		599,748			—
Increase (decrease) in interest and credit facility expense payable		(190	)		346			(40	)
Increase (decrease) in management fees payable		(643	)		(396	)		(410	)
Increase (decrease) in other accrued expenses and liabilities		(193	)		(417	)		191
Net cash provided by operating activities	$	257,613		$	342,792		$	238,554
Cash Flows from Financing Activities
Return of capital	$	(245,000	)	$	(236,253	)	$	(4,120	)
Distributions to Members		(38,000	)		(75,397	)		(124,880	)
Deferred financing costs paid		(883	)		(1,999	)		(57	)
Proceeds from credit facility		—			353,000			215,000
Repayments of credit facility		—			(601,815	)		(215,935	)
Net cash used in financing activities	$	(283,883	)	$	(562,464	)	$	(129,992	)
Net decrease in cash and cash equivalents	$	(26,270	)	$	(219,672	)	$	108,562
Cash and cash equivalents, beginning of period	$	34,802		$	254,474		$	145,912
Cash and cash equivalents, end of period	$	8,532		$	34,802		$	254,474
Supplemental and non-cash financing activities
Interest expense paid	$	2,985		$	8,857		$	15,403

See Notes to Consolidated Financial Statements.

F-18

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except unit data)

December 31, 2021

1. Organization and Basis of Presentation

Organization: TCW Direct Lending LLC (“Company”) was formed as a Delaware corporation on March 20, 2014 and converted to a Delaware limited liability company on April 1, 2014. The Company conducted a private offering of its limited liability company units (the “Common Units”) to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). In addition, the Company may issue preferred units, though it currently has no intention to do so. The Company has engaged TCW Asset Management Company LLC (“TAMCO”), an affiliate of The TCW Group, Inc. (“TCW”) to be its adviser (the “Adviser”). On May 13, 2014 (“Inception Date”), the Company sold and issued 10 Common Units at an aggregate purchase price of $1 to TAMCO.

The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company has also elected to be treated for U.S. federal income tax purposes as a Regulated Investment Company (a “RIC”) under Subchapter M of the U.S Internal Revenue Code of 1986, as amended (the “Code”) for the taxable year ending December 31, 2015 and subsequent years. The Company is required to meet the minimum distribution and other requirements for RIC qualification and as a BDC and a RIC, the Company is required to comply with certain regulatory requirements.

The Company has wholly-owned subsidiaries, each of which is a Delaware limited liability company designed to hold an equity investment of the Company. Most recently in 2020, the Company established TCW DL SSP LLC, also a Delaware limited liability company, also designed to hold an equity investment of the Company.

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Term: The initial term of the Company continued until the sixth anniversary of the Initial Closing Date (as defined below), September 14, 2020. The Company may extend the term for two additional one-year periods upon written notice to the holders of the Common Units and holders of preferred units, if any, (collectively the “Unitholders” or “Members”) at least 90 days prior to the expiration of the term or the end of the first one-year period. Thereafter, the term may be extended for successive one-year periods, with the vote or consent of a supermajority in interest of the holders of the Common Units. On April 30, 2021, the Company’s Board of Directors approved the second one year extension of the Company’s term from September 14, 2021 to September 14, 2022.

Commitment Period: The Commitment Period commenced on September 19, 2014 (the “Initial Closing Date”) and ended on September 19, 2017, the third anniversary of the Initial Closing Date. In accordance with the Company’s Limited Liability Company Agreement, the Company may complete investment transactions that were significantly in process as of the end of the Commitment Period and which the Company reasonably expects to be consummated prior to 90 days subsequent to the expiration date of the Commitment Period. The Company may also effect follow-on investments up to an aggregate maximum of 10% of Capital Commitments (as defined below), provided that any such follow-on investment to be made after the third anniversary of the expiration of the Commitment Period shall require the prior consent of a majority in interest of the Common Unitholders.

In October 2020, the Company’s Members approved a proposal to allow the Company to make pre-identified follow-on investments in specific portfolio companies as well as their holding companies, subsidiaries, successors or other affiliates, up to an aggregate maximum of 10% of Capital Commitments.

Capital Commitments: On September 19, 2014 (“the Initial Closing Date”), the Company began accepting subscription agreements from investors for the private sale of its Common Units. On March 19, 2015, the Company completed its final private placement of its Common Units. Subscription agreements with commitments (“Commitments”) from investors (each a “Common Unitholder”) totaling $2,013,470 for the purchase of Common Units were accepted. Each Common Unitholder is obligated to contribute capital equal to their Commitment and each Unit’s Commitment obligation is $100.00 per unit. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment”.

F-19

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

1. Organization and Basis of Presentation (Continued)

The commitment amount funded does not include amounts contributed in anticipation of a potential investment that the Company did not consummate and therefore returned to the Members’ as unused capital. As of December 31, 2021, aggregate Commitments, Undrawn Commitments, the percentage of Commitments funded and the number of subscribed for Units of the Company were as follows:

	Commitments		Undrawn Commitments		% of Commitments Funded			Units
Common Unitholder	$	2,013,470	$	409,125		79.7	%		20,134,698

Recallable Amount: A Common Unitholder may be required to re-contribute amounts distributed equal to 75% of the principal amount or the cost portion of any Portfolio Investment that is fully repaid to or otherwise fully recouped by the Company within one year of the Company’s investment. The Recallable Amount is excluded from the calculation of the accrual based net asset value.

The Recallable Amount as of December 31, 2021 was $100,875.

2. Significant Accounting Policies

Basis of Presentation: The consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”). The Company has consolidated the results of its wholly owned subsidiary in its consolidated financial statements in accordance with ASC 946.

Use of Estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the financial statements, (ii) the reported amounts of income and expenses during the years presented and (iii) disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates, and such differences could be material.

Investments: The Company measures the value of its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosure (“ASC 820”). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity.

Transactions: The Company records investment transactions on the trade date. The Company considers trade date for investments not traded on a recognizable exchange, or traded in the over-the-counter markets, to be the date on which the Company receives legal or contractual title to the asset and bears the risk of loss.

Income Recognition: Interest income is recorded on an accrual basis unless doubtful of collection or the related investment is in default. Realized gains and losses on investments are recorded on a specific identification basis. The Company typically receives a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective loan, using the effective-interest method assuming there are no questions as to collectability, and reflected in the amortized cost basis of the investment. Ongoing facility, commitment or other additional fees including prepayment fees, consent fees and forbearance fees are recognized as interest income in the period in which it was earned. Income received in exchange for the provision of services such as administration and managerial services are recognized as other fee income in the period in which it was earned.

The Company has entered into certain intercreditor agreements that entitle the Company to the “last out” tranche of first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. In certain cases, the Company may receive a higher interest rate than the contractual stated interest rate as disclosed on the Company’s Consolidated Schedule of Investments.

F-20

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

2. Significant Accounting Policies (Continued)

Certain investments have an unfunded loan commitment for a delayed draw term loan or revolving credit. The Company earns an unused commitment fee on the unfunded commitment during the commitment period. The expiration date of the commitment period may be earlier than the maturity date of the investment stated above. See Note 5—Commitments and Contingencies.

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.

Deferred Financing Costs: Deferred financing costs incurred by the Company in connection with the revolving credit facility, including arrangement fees, upfront fees and legal fees, are amortized on a straight-line basis over the term of the revolving credit facility.

Organization and Offering Costs: Costs incurred to organize the Company totaling $665 were expensed as incurred. Offering costs totaling $853 were accumulated and charged directly to Members’ Capital on March 19, 2015, the end of the period during which Common Units were offered (the “Closing Period”). The Company did not bear more than an amount equal to 10 basis points of the aggregate capital commitments of the Company for organization and offering expenses.

Cash and Cash Equivalents: The Company considers all investments with a maturity of three months or less at the time of acquisition to be cash equivalents. As of December 31, 2021, cash and cash equivalents is comprised of demand deposits and highly liquid investments with maturities of three months or less. Cash equivalents are carried at amortized costs which approximates fair value and are classified as Level 1 in the GAAP valuation hierarchy.

Short-term investments: The Company considers all investments with original maturities beyond three months at the date of purchase and one year or less from the balance sheet date to be short-term investments. As of December 31, 2021, short-term investments is comprised of U.S. Treasury bills, all of which are carried at fair value and are classified as Level 1 in the GAAP valuation hierarchy.

Income Taxes: So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. Federal income taxes on any ordinary income or capital gains that it distributes at least annually to its Members as dividends. Rather, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s Members and will not be reflected in the consolidated financial statements of the Company.

Recent Accounting Pronouncements: In January 2021, the FASB issued Accounting Standards Update ("ASU") No. 2021-01, Reference Rate Reform (Topic 848) ("ASU 2021-01"). ASU 2021-01 is an update of ASU 2020-04 (as defined below), which is in response to concerns about structural risks of interbank offered rates, and particularly the risk of cessation of LIBOR; regulators have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU 2021-01 update clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in this update are effective immediately through December 31, 2022, for all entities. Management is currently evaluating the implications, if any, of the additional requirements and its impact on the Portfolio’s financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The amendments in ASU 2020-04 provides optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the London Interbank Offered Rate (“LIBOR”) and other interbank offered reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. The Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements.

F-21

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

3. Investment Valuations and Fair Value Measurements

Investments at Fair Value: Investments held by the Company are valued at fair value. Fair value is generally determined on the basis of last reported sales prices or official closing prices on the primary exchange in which each security trades, or if no sales are reported, generally based on the midpoint of the valuation range obtained for debt investments from a quotation reporting system, established market makers or pricing service.

Investments for which market quotes are not readily available or are not considered reliable are valued at fair value and approved by the Board based on similar instruments, internal assumptions and the weighting of the best available pricing inputs.

Fair Value Hierarchy: Assets and liabilities are classified into three levels by the Company based on valuation inputs used to determine fair value:

Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.

Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.

Level 3 values are based on significant unobservable inputs that reflect the Company’s determination of assumptions that market participants might reasonably use in valuing the assets.

Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.

Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 1), includes common stock valued at the closing price on the primary exchange in which the security trades.

Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt and equity for which reliable market quotations are not available. Some of the inputs are independently observable however, a significant portion of the inputs and the internal assumptions applied are unobservable.

Debt, (Level 3), include investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A discounted cash flow approach incorporating a weighted average cost of capital is generally used to determine fair value or, in some cases, an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.

Equity, (Level 3), includes common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used it follows the income approach. The pricing model takes into account the contract terms as well as multiple inputs, including: time value, implied volatility, equity prices and interest rates. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied.

Pricing inputs and weightings applied to determine value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.

F-22

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

3. Investment Valuations and Fair Value Measurements (Continued)

Net Asset Value (“NAV”) (Investment Funds and Vehicles): Equity investments in affiliated investment fund (Strategic Ventures) are valued based on the NAV reported by the investment fund. Investments held by the affiliated fund include debt investments in privately originated senior secured debt. Such investments held by the affiliated fund are valued using the same methods, approach and standards applied above to debt investments held by the Company. The Company’s ability to withdraw from the fund is subject to restrictions. The term of the fund will continue until June 5, 2021 unless dissolved earlier or extended for two additional one-year periods by the Company, in its full discretion. The Company can further extend the term of the fund for additional one-year periods. upon notice to and consent from the fund’s management committee. On February 25, 2021, Company extended the fund’s term one additional year, until June 5, 2022. The Company is entitled to income and principal distributed by the fund.

The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Consolidated Schedule of Investments as of December 31, 2021:

Investments	Level 1		Level 2		Level 3		NAV		Total
Debt	$	—	$	—	$	341,742	$	—	$	341,742
Equity		9,750		—		55,638		—		65,388
Investment Funds & Vehicles (1)		—		—		—		88,335		88,335
Short- term investments		549,930		—		—		—		549,930
Total	$	559,680	$	—	$	397,380	$	88,335	$	1,045,395

(1)

Includes equity investments in Strategic Ventures. In accordance with ASC Topic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Consolidated Schedule of Investments as of December 31, 2020:

Investments	Level 1		Level 2		Level 3		NAV		Total
Debt	$	—	$	—	$	476,052	$	—	$	476,052
Equity		16,343		—		13,984		—		30,327
Investment Funds & Vehicles (1)		—		—		—		138,890		138,890
Short- term investments		599,748		—		—		—		599,748
Cash equivalents		27,032		—		—		—		27,032
Total	$	643,123	$	—	$	490,036	$	138,890	$	1,272,049

(1)

Includes equity investments in Strategic Ventures. In accordance with ASC Topic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

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

	Debt			Equity			Total
Balance, January 1, 2021	$	476,052		$	13,984		$	490,036
Purchases, including payments received in-kind		30,403			5,117			35,520
Sales and paydowns of investments		(182,632	)		—			(182,632	)
Amortization of premium and accretion of discount, net		981			—			981
Net realized losses		(54,878	)		(1,363	)		(56,241	)
Net change in unrealized appreciation/depreciation		71,816			37,900			109,716
Balance, December 31, 2021	$	341,742		$	55,638		$	397,380
Change in net unrealized appreciation/depreciation in investments    held as of December 31, 2021	$	2,662		$	36,520		$	39,182

F-23

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

3. Investment Valuations and Fair Value Measurements (Continued)

	Debt			Equity			Total
Balance, January 1, 2020	$	752,242		$	10,822		$	763,064
Purchases, including payments received in-kind		363,754			12,162			375,916
Sales and paydowns of investments		(585,744	)		(7,422	)		(593,166	)
Amortization of premium and accretion of discount, net		4,009			—			4,009
Net realized losses		(742	)		(2,750	)		(3,492	)
Net change in unrealized appreciation/depreciation		(57,467	)		1,172			(56,295	)
Balance, December 31, 2020	$	476,052		$	13,984		$	490,036
Change in net unrealized appreciation/depreciation in investments    held as of December 31, 2020	$	(63,674	)	$	4,281		$	(59,393	)

The Company did not have any transfers between levels during the years ended December 31, 2021 and 2020.

Level 3 Valuation and Quantitative Information: The following table summarizes the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, 2021.

Investment Type	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average*	Impact to Valuation if Input Increases
Debt	$	50,552	Income Method	Discount Rate	8.9% to 10.7%	9.8%	Decrease
Debt	$	181,951	Market Method	EBITDA Multiple	5.9x to 8.1x	N/A	Increase
Debt	$	71,301	Market Method	Revenue Multiple	1.1x to 1.3x	N/A	Increase
Debt	$	2,807	Market Method	Indicative Bid	25.8% to 28.7%	N/A	Increase
Debt	$	35,131	Market Method	EBITDA Multiple	3.0x to 9.8x	N/A	Increase
				Revenue Multiple	0.2x to 0.2x	N/A	Increase
Equity	$	31,302	Market Method	EBITDA Multiple	5.9x to 8.1x	N/A	Increase
Equity	$	24,336	Market Method	EBITDA Multiple	3.0x to 9.8x	N/A	Increase
				Revenue Multiple	0.2x to 0.2x	N/A	Increase

* Weighted based on fair value

F-24

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

3. Investment Valuations and Fair Value Measurements (Continued)

The following table summarizes the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, 2020.

Investment Type	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average*	Impact to Valuation if Input Increases
Debt	$	108,981	Income Method	Discount Rate	10.6% to 14.0%	12.2%	Decrease
Debt	$	143,075	Market Method	EBITDA Multiple	5.8x to 8.0x	N/A	Increase
Debt	$	72,612	Market Method	Revenue Multiple	1.2x to 1.4x	N/A	Increase
Debt	$	17,266	Market Method	Indicative Bid	0.0% to 100.0%	86.6%	Increase
Debt				EBITDA Multiple	5.3x to 9.5x	N/A	Increase
	$	99,556	Market Method	Revenue Multiple	0.2x to 1.6x	N/A	Increase
Debt	$	34,562	Income Method	Discount Rate	22.0% to 24.0%	N/A	Decrease
Equity	$	—	Market Method	EBITDA Multiple	3.5x to 4.5x	N/A	Increase
			Market Method	Revenue Multiple	0.2x to 0.4x	N/A	Increase
				Indicative Bid	0.0% to 0.0%	N/A	Increase
Equity	$	9,598	Market Method	EBITDA Multiple	5.8x to 8.0x	N/A	Increase
Equity	$	—	Market Method	EBITDA Multiple	5.3x to 6.3x	N/A	Increase
				Revenue Multiple	0.2x to 0.2x	N/A	Increase
Equity	$	4,386	Income Method	Discount Rate	22.0% to 24.0%	N/A	Decrease
			Market Method	EBITDA Multiple	3.5x to 4.5x	N/A	Increase
				Revenue Multiple	0.2x to 0.4x	N/A	Increase

* Weighted based on fair value

Unless noted, the Company generally utilizes the midpoint of a valuation range provided by an external, independent valuation firm.

4. Agreements and Related Party Transactions

Advisory Agreement: On September 15, 2014, the Company entered into an Investment Advisory and Management Agreement (the “Advisory Agreement”) with the Adviser, its registered investment adviser under the Investment Advisers Act of 1940, as amended. The Advisory Agreement was approved by the Board at an in-person meeting. Unless earlier terminated, the Advisory Agreement will remain in effect for a period of two years and will remain in effect from year to year thereafter if approved annually by (i) the vote of the Board, or by the vote of a majority of our outstanding voting securities, and (ii) the vote of a majority of the independent directors of the Board. On August 10, 2020, the Company’s Board reapproved the Advisory Agreement.

Management Fee: Pursuant to the Advisory Agreement, and subject to the overall supervision of the Board, the Adviser will manage the Company’s day-to-day operations and provide investment advisory services to the Company. The Company will pay to the Adviser, quarterly in advance, a management fee (the “Management Fee”) calculated as follows: (i) for the period starting on the initial closing date and ending on the earlier of (A) the last day of the calendar quarter during which the Commitment Period (as defined below) ends or (B) the last day of the calendar quarter during which the Adviser or an affiliate thereof begins to accrue a management fee with respect to a successor fund, 0.375% (i.e., 1.50% per annum) of the aggregate commitments determined as of the end of the Closing Period, and (ii) for each calendar quarter thereafter during the term of the Company (but not beyond the tenth anniversary of the initial closing date), 0.1875% (i.e., 0.75% per annum) of the aggregate cost basis (whether acquired by the Company with contributions from members, other Company funds or borrowings) of all portfolio investments that have not been sold, distributed to the members, or written off for tax purposes (but reduced by any portion of such cost basis that has been written down to reflect a permanent impairment of value of any portfolio investment), determined in each case as of the first day of such calendar quarter. The Management Fee in respect of the Closing Period will be calculated as if all capital commitments of the Company were made on the initial closing date, regardless of when Common Units were actually funded. The actual payment of the Management Fee with respect to the Closing Period will not be made prior to the first day of the first full calendar quarter following the end of the Closing Period. The “Commitment Period” of the Company will begin on the initial closing date and end on the earlier of (a) three years from the initial closing date and (b) the date on which the undrawn Commitment of each Common Unit has been reduced to

F-25

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

4. Agreements and Related Party Transactions (Continued)

zero. While the Management Fee will accrue from the initial closing date, the Adviser intends to defer payment of such fees to the extent that such fees cannot be paid from interest and fee income generated by the Company’s investments.

For the years ended December 31, 2021, 2020 and 2019, Management Fees incurred amounted to $5,293, $7,511 and $8,605, respectively, of which $1,055, $1,698 and $2,094 remained payable at December 31, 2021, 2020 and 2019, respectively.

Incentive Fee: In addition, the Adviser will receive an incentive fee (the “Incentive Fee”) as follows:

(a) First, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions pursuant to this clause (a) equal to their aggregate capital contributions in respect of all Common Units;

(b) Second, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions equal to a 9% internal rate of return on their aggregate capital contributions in respect of all Common Units (the “Hurdle”);

(c) Third, the Adviser will be entitled to an Incentive Fee out of 100% of additional amounts otherwise distributable to Common Unitholders until such time as the cumulative Incentive Fee paid to the Adviser is equal to 20% of the sum of (i) the amount by which the Hurdle exceeds the aggregate capital contributions of the Common Unitholders in respect of all Common Units and (ii) the amount of Incentive Fee being paid to the Adviser pursuant to this clause (c); and

(d) Thereafter, the Adviser will be entitled to an Incentive Fee equal to 20% of additional amounts otherwise distributable to Unitholders, with the remaining 80% distributed to the Unitholders.

The Incentive Fee will be calculated on a cumulative basis and the amount of the Incentive Fee payable in connection with any distribution (or deemed distribution) will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders.

If the Advisory Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating the agreement or (ii) our terminating the agreement for cause (as set out in the Advisory Agreement), we will be required to pay the Adviser a final incentive fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Advisory Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all our investments were liquidated for their current value (but without taking into account any unrealized appreciation of any portfolio investment), and any unamortized deferred portfolio investment-related fees would be deemed accelerated, (B) the proceeds from such liquidation were used to pay all our outstanding liabilities, and (C) the remainder were distributed to Unitholders and paid as Incentive Fee in accordance with the “waterfall” (i.e., clauses (a) through (d)) described above for determining the amount of the Incentive Fee. We will make the Final Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated. The Adviser Return Obligation (defined below) will not apply in connection with a Final Incentive Fee Payment.

No Incentive Fees were incurred during years ended December 31, 2021, 2020 and 2019.

Administration Agreement: On September 15, 2014, the Company entered into the Administration Agreement with the Adviser under which the Adviser (or one or more delegated service providers) will oversee the maintenance of our financial records and otherwise assist on the Company’s compliance with regulations applicable to a BDC under the 1940 Act, and a RIC under the Code, to prepare reports to our Members, monitor the payment of our expenses and the performance of other administrative or professional service providers, and generally provide us with administrative and back office support. The Company will reimburse the Administrator for expenses incurred by it on behalf of the Company in performing its obligations under the Administration Agreement. Amounts paid pursuant to the Administration Agreement are subject to the annual cap on Company Expenses (as defined below), as described more fully below.

The Company, and indirectly the Unitholders, will bear (including by reimbursing the Adviser or Administrator) all other costs and expenses of its operations, administration and transactions, including, without limitation, organizational and offering expenses, management fees, costs of reporting required under applicable securities laws, legal fees of the Company’s counsel and accounting fees. However, the Company will not bear (a) more than an amount equal to 10 basis points of the aggregate capital commitments of the Company for organization and offering expenses in connection with the offering of Common Units through the Closing Period and

F-26

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

4. Agreements and Related Party Transactions (Continued)

(b) more than an amount equal to 12.5 basis points of the aggregate Commitments of the Company per annum (pro-rated for partial years) for its costs and expenses other than ordinary operating expenses (“Company Expenses”), including amounts paid to the Administrator under the Administration Agreement and reimbursement of expenses to the Adviser. All expenses that the Company will not bear will be borne by the Adviser or its affiliates. Notwithstanding the foregoing, the cap on Company Expenses does not apply to payments of the Management Fee, Incentive Fee, organizational and offering expenses (which are subject to the separate cap), amounts payable in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to the liquidation of the Company, taxes, or extraordinary expenses (such as litigation expenses and indemnification payments).

TCW Direct Lending Strategic Ventures LLC: On June 5, 2015, the Company, together with an affiliate of Security Benefit Corporation and accounts managed by Oak Hill Advisors, L.P., entered into an Amended and Restated Limited Liability Company Agreement (the “Agreement”) to become members of TCW Direct Lending Strategic Ventures LLC (“Strategic Ventures”). Strategic Ventures focuses primarily on making senior secured floating rate loans to middle-market borrowers. The Agreement was effective June 5, 2015. The Company’s investment in Strategic Ventures is restricted from redemption until the termination of Strategic Ventures.

The Company’s capital commitment is $481,600, representing approximately 80% of the preferred and common equity ownership of Strategic Ventures, with the third-party investors representing the remaining capital commitments and preferred and common equity ownership. A portion of the Company’s capital commitment was satisfied by the contribution of two loans to Strategic Ventures. Strategic Ventures also entered into a revolving credit facility to finance a portion of certain eligible investments on June 5, 2015. On April 30, 2021, Strategic Ventures’ revolving credit facility was terminated.

5. Commitments and Contingencies

The Company had the following unfunded commitments and unrealized depreciation by investment as of December 31, 2021 and 2020:

		December 31, 2021				December 31, 2020
Unfunded Commitments	Maturity/ Expiration	Amount		Unrealized Depreciation		Amount		Unrealized Depreciation
Guardia LLC (fka Carrier & Technology Solutions, LLC)	July 2023	$	190	$	138	$	1,769	$	713
Ruby Tuesday Operations LLC (fka Ruby Tuesday, Inc.)	February 2025		6,824		—		—		—
Ruby Tuesday Operations LLC (fka Ruby Tuesday, Inc.)	March 2021		—		—		4,941		—
Total		$	7,014	$	138	$	6,710	$	713

The Company’s total capital commitment to its underlying investment in Strategic Ventures is $481,600. As of December 31, 2021 and 2020, the Company’s unfunded commitment to Strategic Ventures is $219,646.

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of December 31, 2021, management is not aware of any pending or threatened litigation.

In the normal course of business, the Company enters into contracts which provide a variety of representations and warranties, and that provide general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.

F-27

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

6. Members’ Capital

During the years ended December 31, 2021, 2020 and 2019, the Company did not sell or issue any Common Units. The activity for the years ended December 31, 2021, 2020 and 2019 was as follows:

	For the Year Ended December 31,
	2021		2020		2019
Units at beginning of year		20,134,698		20,134,698		20,134,698
Units issued and committed at end of year		20,134,698		20,134,698		20,134,698

For the years ended December 31, 2021, 2020 and 2019, the Company processed $0 deemed distributions and re-contributions.

7. Credit Facility

The Company has a secured revolving credit agreement (the “Credit Agreement”) with Natixis, New York Branch (“Natixis”) as administrative agent and committed lender. The Credit Agreement provides for a revolving credit line of up to $750,000 (the “Maximum Commitment”) (the “Credit Facility”), subject to the lesser of the “Borrowing Base” assets or the Maximum Commitment (the “Available Commitment”). The Borrowing Base assets generally equal the sum of (a) a percentage of certain eligible investments in a controlled account, (b) a percentage of unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Credit Agreement is generally secured by the Borrowing Base assets.

On April 10, 2017, the Company and Natixis entered into a Third Amended and Restated Revolving Credit Agreement. Under the Third Amended and Restated Revolving Credit Agreement borrowings bear interest at a rate equal to either the (a) adjusted eurodollar rate calculated in a customary manner plus 2.35%, (b) commercial paper rate plus 2.35%, or (c) a base rate calculated in a customary manner (using the higher of the Federal Funds Rate plus 0.50%, the Prime Rate and the Floating LIBOR Rate plus 1.00%) plus 1.35%.

Moreover, the Credit Agreement’s stated maturity date was extended from November 10, 2017 to April 10, 2020. The Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Company fail to satisfy certain covenants. As of December 31, 2021, the Company was in compliance with such covenants.

On April 6, 2020, the Company entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement (the “Amended Credit Agreement”), by and among the Company, as borrower, and Natixis, New York Branch, as administrative agent and the lenders party thereto. The Amended Credit Agreement provides for a revolving credit line of up to $375,000 (with an option for the Company to increase this amount to $450,000 subject to consent of the lenders and satisfaction of certain other conditions), subject to the available borrowing base, which is generally the sum of (a) a percentage of certain eligible investments, (b) a percentage of remaining unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of the Company’s investors, portfolio investments and substantially all other assets of the Company. The stated maturity date of the Amended Credit Agreement was April 9, 2021, which date (subject to the satisfaction of certain conditions) could have been extended by the Company for up to an additional 364 days. Borrowings under the Amended Credit Agreement bore interest at a rate equal to either (a) adjusted eurodollar rate calculated in a customary manner plus 2.50%, (b) commercial paper rate plus 2.50%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted eurodollar rate plus 1.00%) plus 1.50%, provided however in each case the commercial paper rate and the eurocurrency rate shall have a floor of 1.00%.

On May 27, 2020, the Company entered into a Lender Group Joinder Agreement pursuant to which Zions Bancorporation, N.A. d/b/a California Bank & Trust was added as a committed lender (with a commitment of $25,000) under the Amended Credit Agreement. Concurrently therewith, the Company elected to increase the size of its revolving credit line under the Amended Credit Agreement to $400,000. On December 29, 2020, the Company elected to permanently decrease the size of its revolving credit line under the Amended Credit Agreement to $177,000.

F-28

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

7. Credit Facility (Continued)

On April 6, 2021, the Company entered into a Third Amendment to the Amended Credit Agreement (the “Third Amended Credit Agreement”). The Third Amended Credit Agreement provides for a revolving credit line of up to $177,000, subject to the available borrowing base, which is generally a percentage of remaining unfunded commitments from certain eligible investors in the Company. The Third Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of the Company’s investors. The stated maturity date of the Third Amended Credit Agreement is April 8, 2022, which (subject to the satisfaction of certain conditions) may be extended by the Company for up to an additional 364 days. Borrowings under the Third Amended Credit Agreement bear interest at a rate equal to either (a) adjusted eurodollar rate calculated in a customary manner plus 1.95%, (b) commercial paper rate plus 1.95%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted eurodollar rate plus 1.00%) plus 0.95%, provided however in each case the CP Rate and the Eurocurrency Rate shall have a floor of 0.00%.

As of December 31, 2021 and 2020, the Available Commitment under the Amended Credit Agreement was $61,750.

As of December 31, 2021 and 2020, the amounts outstanding under the Credit Facility were $115,250. The carrying amount of the Credit Facility, which is categorized as Level 2 within the fair value hierarchy as of December 31, 2021 and 2020, approximates its fair value. Valuation techniques and significant inputs used to determine fair value include Company details; credit, market and liquidity risk and events; financial health of the Company; place in the capital structure; interest rate; and terms and conditions of the Credit Facility. The Company incurred financing costs of $10,123 in connection with the April 10, 2017 Third Amended and Restated Revolving Credit Agreement. The Company also incurred additional financing costs of $1,848 in connection with the Amended Credit Agreement on April 6, 2020 and May 27, 2020 as well as an additional $883 in connection with the April 6, 2021 Third Amended Credit Agreement. The Company recorded these costs as deferred financing costs on its Consolidated Statements of Asset and Liabilities and the costs are being amortized over the life of the Credit Facility. As of December 31, 2021 and 2020, $498 and $1,235, respectively, of such prepaid deferred financing costs had yet to be amortized.

The summary information regarding the Credit Facility for the years ended December 31, 2021, 2020 and 2019 was as follows:

	For the Year Ended December 31,
	2021			2020			2019
Credit facility interest expense	$	2,842		$	9,162		$	15,036
Undrawn commitment fees		250			1,162			438
Administrative fees		65			65			65
Amortization of deferred financing costs		1,620			1,474			2,607
Total	$	4,777		$	11,863		$	18,146
Weighted average interest rate		2.43	%		3.57	%		4.61	%
Average outstanding balance	$	115,250		$	252,629		$	321,518

On December 31, 2019, the Company’s ratio of aggregate fair value of all eligible portfolio assets (as defined in the Credit Agreement) to the principal amount outstanding (“Ratio of Eligible Portfolio Assets”) fell below 150%, which triggered a mandatory prepayment provision in the Credit Agreement requiring the Company to utilize all cash receipts attributable to the eligible portfolio assets as a prepayment to the outstanding principal obligation, within five days of collecting such cash receipts, until such a time when the Ratio of Eligible Portfolio Assets exceeds 150%. The Company’s Ratio of Eligible Portfolio Assets exceeded 150% on January 10, 2020 through March 26, 2020. On March 27, 2020, the Company’s Ratio of Eligible Portfolio Assets fell below 150%. However, in connection with the Amended Credit Agreement executed on April 6, 2020, the mandatory repayment was waived by Natixis. The Company’s Ratio of Eligible Portfolio Assets has exceeded 150% since April 6, 2020.

F-29

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

8. Income Taxes

The Company has elected to be treated as a BDC under the 1940 Act and has elected to be treated as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not pay corporate-level U.S. Federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually to its common unitholders as dividends. The Company elected to be taxed as a RIC in 2015. The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

Federal Income Taxes: It is the policy of the Company to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and distribute all of its net taxable income and any net realized gains on investments to its shareholders. Therefore, no federal income tax provision is required.

As of December 31, 2021, 2020 and 2019, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows:

	For the Year Ended December 31,
	2021			2020			2019
Cost of investments for federal income tax purposes	$	1,088,923		$	1,410,101		$	1,136,131
Unrealized appreciation	$	37,008		$	7,397		$	78
Unrealized depreciation	$	(80,537	)	$	(145,449	)	$	(87,789	)
Net unrealized appreciation (depreciation) on investments	$	(43,529	)	$	(138,052	)	$	(87,711	)

The following reclassifications have been made for the permanent difference between book and tax accounting as of December 31, 2021, 2020 and 2019. These differences result primarily from net operating losses, differences in accounting for partnership interests, and amendment fees reclassified as capital gains.

	For the Year Ended December 31,
	2021			2020			2019
Common Unitholders tax reclassification	$	(168	)	$	(137	)	$	(4,115	)
Undistributed net investment (loss) income	$	2,341		$	(4,484	)	$	(23,085	)
Accumulated net realized gain (loss)	$	(2,173	)	$	4,621		$	27,200

The tax character of shareholder distributions attributable to the years ended December 31, 2021, 2020 and 2019 was as follows:

	For the Year Ended December 31,
	2021		2020		2019
Ordinary income	$	38,000	$	75,397	$	124,880
Return of capital	$	245,000	$	236,253	$	4,120

The tax components of distributable earnings on a tax basis for years ended December 31, 2021, 2020 and 2019 were as follows:

	For the Year Ended December 31,
	2021			2020			2019
Net tax appreciation (depreciation)	$	(43,667	)	$	(138,765	)	$	(87,711	)
Capital loss carryover	$	(56,792	)	$	(27,846	)	$	(9,294	)

As of December 31, 2021, the Company had a short-term capital loss carryforward of $2,365 and a long-term capital loss carryforward of $54,427 for federal income tax purposes, which may be carried forward indefinitely. These capital loss carryforwards are available to offset net realized gains in future years, thereby reducing future taxable gains distributions.

F-30

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

8. Income Taxes (Continued)

The Company did not have any unrecognized tax benefits at December 31, 2021 or 2020, nor were there any increases or decreases in unrecognized tax benefits for the period then ended; and therefore no interest or penalties were accrued. The Company is subject to examination by U.S. federal and state tax authorities regarding returns filed for the prior three and four years, respectively.

9. Unconsolidated Significant Subsidiaries

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X (“Rule 3-09” and “Rule 4-08(g),” respectively), the Company must determine which of its unconsolidated controlled portfolio companies are considered “significant subsidiaries,” if any. In evaluating these investments, Rule 1-02(w)(2) of Regulation S-X stipulates two tests to be utilized by a business development corporation to determine if any of our controlled investments are considered significant subsidiaries for financial reporting purposes: the investment test and the income test. Rule 3-09 requires separate audited financial statements of an unconsolidated majority owned subsidiary in an annual report if any of the tests exceed the thresholds noted in Rule 1-02(w)(2) whereas Rule 4-08(g) only requires summarized financial information in an annual/quarterly report if the thresholds are exceeded.

Our investment in TCW Strategic Ventures as of December 31, 2021 exceeded the threshold in at least one of the Rule 3-09 tests. Accordingly, we are attaching the audited financial statements of TCW Strategic Ventures to this Form 10-K. Further, our investment in Pace Industries, Inc., exceed the threshold in at least one of the Rule 4-08(g) tests. Included below are the summarized financial information for Pace Industries, Inc.:

	As of December 31,
	2021			2020
Selected Balance Sheet Information
Total assets	$	417,977		$	404,092
Total liabilities		459,818			419,417
Equity		(41,841	)		(15,325	)

	For the Twelve Months Ended December 31,			For the Seven Months Ended December 31,
	2021			2020
Selected Income Statement Information
Total revenue	$	579,995		$	286,440
Net loss		(25,788	)		(39,332	)

F-31

TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

10. Financial Highlights

Selected data for a unit outstanding throughout the years ended December 31, 2021, 2020, 2019, 2018 and 2017 is presented below. The accrual base Net Asset Value is calculated by subtracting the per unit loss from investment operations from the beginning Net Asset Value per unit and reflects all units issued and outstanding.

	For the Year Ended December 31,
	2021			2020			2019			2018			2017
Net Asset Value Per Unit (accrual base), Beginning of Year	$	48.54		$	63.74		$	65.69		$	78.70		$	93.55
Income from Investment Operations:
Net investment income(1)		1.78			4.00			7.34			6.74			5.17
Net realized and unrealized (loss) gain		3.39			(3.72	)		(2.89	)		(2.03	)		0.01
Total from investment operations		5.17			0.28			4.45			4.71			5.18
Less Distributions:
From net investment income		(1.89	)		(3.74	)		(6.20	)		(6.79	)		(5.43	)
From net realized gains		—			—			—			—			(0.14	)
Return of capital		(12.17	)		(11.74	)		(0.20	)		(10.93	)		(14.46	)
Total distributions(2)		(14.06	)		(15.48	)		(6.40	)		(17.72	)		(20.03	)
Net Asset Value Per Unit (accrual base), End of Year	$	39.65		$	48.54		$	63.74		$	65.69		$	78.70
Common Unitholder Total Return(3)		20.66	%		0.78	%		10.83	%		9.07	%		9.52	%
Common Unitholder IRR(4)		8.30	%		7.24	%		8.18	%		7.58	%		6.87	%
Ratios and Supplemental Data
Members’ Capital, end of year	$	389,304		$	568,275		$	874,228		$	913,543		$	1,275,420
Units outstanding, end of year		20,134,698			20,134,698			20,134,698			20,134,698			20,134,698
Ratios based on average net assets of Members’ Capital:
Ratio of total expenses to average net assets		2.38	%		3.10	%		3.42	%		3.57	%		4.21	%
Expenses recaptured (reimbursed) by Investment Adviser	— %			— %			— %				(0.02	)%		(0.11	)%
Ratio of net expenses to average net assets		2.38	%		3.10	%		3.42	%		3.55	%		4.10	%
Ratio of financing cost to average net assets		0.94	%		1.68	%		2.11	%		2.35	%		1.70	%
Ratio of net investment income before expense recapture (reimbursement) to average net assets		7.02	%		11.38	%		17.23	%		12.56	%		8.91	%
Ratio of net investment income to average net assets		7.02	%		11.38	%		17.23	%		12.59	%		9.02	%
Credit facility payable	$	115,250		$	115,250		$	364,065		$	365,000		$	378,000
Asset coverage ratio		4.38			5.93			3.40			3.50			4.37
Portfolio turnover rate		1.29	%		14.68	%		5.12	%		7.60	%		30.35	%

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TCW DIRECT LENDING LLC

Notes to Consolidated Financial Statements (Continued)

(Dollar amounts in thousands, except unit data)

December 31, 2021

10. Financial Highlights (Continued)

(1)

Per unit data was calculated using the number of Common Units issued and outstanding as of December 31, 2021, 2020, 2019, 2018, and 2017.

(2)

Includes distributions which have an offsetting capital re-contribution (“deemed distributions”). Excludes return of unused capital.

(3)

The Total Return for the years ended December 31, 2021, 2020, 2019, 2018, and 2017 was calculated by taking total income from investment operations for the period divided by the weighted average capital contributions from the Members during the period. The return does not reflect sales load and is net of management fees and expenses.

(4)

The Internal Rate of Return (IRR) since inception for the Common Unitholders, after management fees, financing costs and operating expenses is 8.30% through December 31, 2021. The IRR is computed based on cash flow due dates contained in notices to Members (contributions from and distributions to the Common Unitholders) and the net assets (residual value) of the Members’ Capital account at period end. The IRR is calculated based on the fair value of investments using principles and methods in accordance with GAAP and does not necessarily represent the amounts that may be realized from sales or other dispositions. Accordingly, the return may vary significantly upon realization.

11. Subsequent Events

The Company has evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that require recognition or disclosure in these consolidated financial statements other than those described below.

On March 23, 2022 the Company extended the term of its Credit Facility from April 8, 2022 to April 7, 2023.

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