Carlyle Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

OR

FOR THE TRANSITION PERIOD FROM TO

Commission File Number:001-35538

(Exact name of registrant as specified in its charter)

1001 Pennsylvania Avenue, NW

Washington, DC,20004-2505

(Address of principal executive offices) (Zip Code)

(202)729-5626

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

requirements for the past 90 days. Yes ý No¨

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

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

files). Yes ý No¨

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

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

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

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

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

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

issued its audit report.☒

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

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

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

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ Noý

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

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

DOCUMENTS INCORPORATED BY REFERENCE

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

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

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

TABLE OF CONTENTS

Forward-Looking Statements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Summary of Risk Factors

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

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

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

Risks Related to Our Company

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

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

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

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

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

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

steady earnings growth on a quarterly basis.

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

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

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

term interests of our stockholders.

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

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

financial condition.

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

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

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

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

Risks Related to Regulation and Litigation

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

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

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

the potential for significant liabilities and penalties.

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

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

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

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

and other risks.

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

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

Risks Related to Our Business Operations

Risks Related to the Assets We Manage

•The alternative asset management business is intensely competitive.

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

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

funds.

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

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

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

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

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

adversely affect our financial condition.

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

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

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

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

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

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

and accrued performance allocations.

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

facts that may be relevant in connection with an investment.

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

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

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

decrease our net income.

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

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

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

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

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

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

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

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

Industry Risks Related to the Assets We Manage

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

development of real estate.

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

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

degree of risk.

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

operational, construction, and regulatory risks.

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

regulations and potential regulatory reforms.

Risks Related to Our Common Stock

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

sale.

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

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

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

directors, officers, or stockholders to compete with us.

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

for us that stockholders might consider favorable.

Risks Related to Taxation

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

assessed to portfolio investments (companies) or fund income.

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

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

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

transactions, the “Conversion”).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

three business segments:

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

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

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

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

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

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

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

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

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

alongside a carry fund.

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

Offerings.”

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

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

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

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

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

Company’s strategic investment in Fortitude.

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

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

been activated:

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

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

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

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

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

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

cut-off date;

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

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

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

development companies and certain carry funds; or

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

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

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

of the following:

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

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

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

commitments to those funds and vehicles;

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

and other structured products (inclusive of all positions);

(c)the net asset value of certain carry funds;

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

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

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

vehicles.

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

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

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

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

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

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

they are invested.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

performance allocations are excluded from these metrics.

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

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

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

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

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

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

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

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

(“CAPM”).

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

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

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

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

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