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Item 9A. Controls and Procedures

2023-02-09 compared with 2022-02-10 · 50 added, 33 removed, 160 unchanged (34% of the section changed)

21 unchanged sentences

Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2022 was effective.

Ernst & Young LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements included in this report on Form 10-K and issued its report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, which is included herein.

Ernst & Young LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K and issued its report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, which is included herein.

OTHER INFORMATION

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our directors, including our audit committee, executive officers and corporate governance will be in our definitive Proxy Statement for our 2022 Annual Meeting of Shareholders, which is expected to be filed no later than 120 days after the end of our fiscal year ended December 31, 2021 (the “2022 Proxy Statement”) under the captions “Corporate Governance,” “Election of Directors” and “Executive Officers” and is incorporated in this Form 10-K by reference.

Information about our directors, including our audit committee, executive officers and corporate governance will be in our definitive Proxy Statement for our 2023 Annual Meeting of Shareholders, which is expected to be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 (the “2023 Proxy Statement”) under the captions “Corporate Governance,” “Election of Directors” and “Executive Officers” and is incorporated in this Annual Report on Form 10-K by reference.

Code of Conduct and Code of Ethics for Financial Professionals

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EXECUTIVE COMPENSATION

Information relating to our executive officer and director compensation and the compensation committee of the Board will be in the 2022 Proxy Statement under the caption “Compensation Matters” and is incorporated in this Form 10-K by reference.

Information relating to our executive officer and director compensation and the compensation committee of the Board will be in the 2023 Proxy Statement under the caption “Compensation Matters” and is incorporated in this Annual Report on Form 10-K by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information relating to securities authorized for issuance under equity compensation plans, security ownership of certain beneficial owners of our common stock and information relating to the security ownership of our management will be in the 2022 Proxy Statement under the captions “Beneficial Ownership” and “Securities Authorized for Issuance under Equity Compensation Plans” and is incorporated in this Form 10-K by reference.

Information relating to securities authorized for issuance under equity compensation plans, security ownership of certain beneficial owners of our common stock and information relating to the security ownership of our management will be in the 2023 Proxy Statement under the captions “Beneficial Ownership” and “Securities Authorized for Issuance under Equity Compensation Plans” and is incorporated in this Annual Report on Form 10-K by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and related transactions and director independence will be in the 2022 Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Director Independence” and is incorporated in this Form 10-K by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information regarding principal accounting fees and services will be in the 2022 Proxy Statement under the caption “Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2022” and is incorporated in this Form 10-K by reference.

Information regarding certain relationships and related transactions and director independence will be in the 2023 Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Director Independence” and is incorporated in this Annual Report on Form 10-K by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accounting fees and services will be in the 2023 Proxy Statement under the caption “Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2023” and is incorporated in this Annual Report on Form 10-K by reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Notes to Consolidated Financial Statements

Financial Statement Schedules

All financial schedules have been omitted because the required information is either presented in the consolidated financial statements filed as part of this Annual Report on Form 10-K or the notes thereto or is not applicable or required.

A list of exhibits required to be filed or furnished as part of this report is set forth in the Exhibit Index below.

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These separate financial statements are required to be audited only for periods in which FGH Parent is significant based on the applicable significance tests set forth in Rule 1-02(w) of Regulation S-X.

Accordingly, the separate financial statements of FGH Parent will contain unaudited financial statements for the year ended December 31, 2021 and audited financial statements for the years ended December 31, 2020 and 2019.

Accordingly, the separate financial statements of FGH Parent will contain unaudited financial statements for the years ended December 31, 2022 and 2021 and audited financial statements for the year ended December 31, 2020.

We expect to file those financial statements by amendment to our Annual Report on Form 10-K on or before March 31, 2023 as permitted by Item 3-09(b)(1) of Regulation S-X.

10 unchanged sentences

and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 28, 2013).

4.3 Form of 5.625% Senior Note due 2043 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 28, 2013).

4.3 Form of 5.625% Senior Note due 2043 (in cluded in Exhibit 4.

2 to the Registrant ’ s Current Report on Form 8-K filed with the SEC on March 28, 2013).

4.4 Second Supplemental Indenture dated as of March 10, 2014 among Carlyle Holdings II Finance L.L.C., The Carlyle Group L.P., Carlyle Holdings I L.P., Carlyle Holdings II L.P., Carlyle Holdings III L.P.

1 unchanged sentence

4.5 Third Supplemental Indenture dated as of January 1, 2020 among Carlyle Holdings II Finance L.L.C., The Carlyle Group Inc., Carlyle Holdings I L.P., Carlyle Holdings II L.P., Carlyle Holdings II L.L.C., Carlyle Holdings III L.P., CG Subsidiary Holdings L.L.C.

and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.9 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 12, 2020).

and The Bank of New York Mellon Trust Company, N.A., as trustee ( i ncorporated by reference to Exhibit 4.9 to the Registrant ’ s Annual Report on Form 10-K filed with the SEC on February 12, 2020).

4.6 Indenture dated as of September 14, 2018 among Carlyle Finance L.L.C., The Carlyle Group L.P., Carlyle Holdings I L.P., Carlyle Holdings II L.P., Carlyle Holdings III L.P.

3 unchanged sentences

4.8 Second Supplemental Indenture dated as of January 1, 2020 among Carlyle Finance L.L.C., The Carlyle Group Inc., Carlyle Holdings I L.P., Carlyle Holdings II L.P., Carlyle Holdings II L.L.C., Carlyle Holdings III L.P., CG Subsidiary Holdings L.L.C.

and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.12 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 12, 2020).

and The Bank of New York Mellon Trust Company, N.A., as trustee ( i ncorporated by reference to Exhibit 4.12 to the Registrant ’ s Annual Report on Form 10-K filed with the SEC on February 12, 2020).

4.9 Form of 5.650% Senior Note due 2048 (included in Exhibit 4.2 to the Registrant ’ s Current Report on Form 8-K filed with the SEC on September 14, 2018).

3 unchanged sentences

and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Registrant ’ s Current Report on Form 8-K filed with the SEC on September 19, 2019).

4.12 Form of 3.500% Senior Notes due 2029 (included in Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed with the SEC on September 19, 2019).

4.12 Form of 3.500% Senior Notes due 2029 (included in Exhibit 4.

2 to the Registrant ’ s Current Report on Form 8-K filed with the SEC on September 19, 2019).

4.13 Second Supplemental Indenture dated as of January 1, 2020 among Carlyle Finance Subsidiary L.L.C., The Carlyle Group Inc., Carlyle Holdings I L.P., Carlyle Holdings II L.P., Carlyle Holdings II L.L.C., Carlyle Holdings III L.P., CG Subsidiary Holdings L.L.C.

and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.17 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 12, 2020).

4.14 Description of Capital Stock (incorporated by reference to Exhibit 4.18 to the Registrant's Annual Report on Form 10-K filed on February 12, 2020).

4.14 Description of Securities (incorporated by reference to Exhibit 4.1 4 to the Registrant ’ s Annual Report on Form 10-K /A filed with the SEC on March 2 , 202 2 ).

4.15 Subordinated Indenture dated as of May 11, 2021 among Carlyle Finance L.L.C., the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Registrant ’ s Current Report on Form 8-K filed with the SEC on May 11, 2021).

11 unchanged sentences

10.5+ The Carlyle Group Inc.

Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to The Carlyle Group Inc.

Current Report on Form 8-K filed on June 1, 2021).

Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K filed with the SEC on June 1, 2021).

10.6+ Noncompetition Agreement with William E.

10 unchanged sentences

Rubenstein, dated as of January 1, 2020 (incorporated by reference to Exhibit 10.3 to the Registrant ’ s Current Report on Form 8-K filed with the SEC on January 2, 2020).

10.12 Note And Unit Subscription Agreement, dated as of December 16, 2010, by and among TC Group, L.L.C., TC Group Cayman, L.P., TC Group Investment Holdings, L.P., TC Group Cayman Investment Holdings, L.P., TCG Holdings, L.L.C., TCG Holdings Cayman, L.P., TCG Holdings II, L.P., TCG Holdings Cayman II, L.P., Fortieth Investment Company L.L.C., MDC/TCP Investments (Cayman) I, Ltd., MDC/TCP Investments (Cayman) II, Ltd., MDC/TCP Investments (Cayman) III, Ltd., MDC/TCP Investments (Cayman) IV, Ltd., MDC/TCP Investments (Cayman) V, Ltd., MDC/TCP Investments (Cayman) VI, Ltd., and Five Overseas Investment L.L.C.

10.12 Note a nd Unit Subscription Agreement, dated as of December 16, 2010 by and among TC Group, L.L.C., TC Group Cayman, L.P., TC Group Investment Holdings, L.P., TC Group Cayman Investment Holdings, L.P., TCG Holdings, L.L.C., TCG Holdings Cayman, L.P., TCG Holdings II, L.P., TCG Holdings Cayman II, L.P., Fortieth Investment Company L.L.C., MDC/TCP Investments (Cayman) I, Ltd., MDC/TCP Investments (Cayman) II, Ltd., MDC/TCP Investments (Cayman) III, Ltd., MDC/TCP Investments (Cayman) IV, Ltd., MDC/TCP Investments (Cayman) V, Ltd., MDC/TCP Investments (Cayman) VI, Ltd., and Five Overseas Investment L.L.C.

(incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1/A filed with the SEC on February 14, 2012).

10 unchanged sentences

and Credit Suisse Loan Funding LLC as Syndication Agents (incorporated by reference to Exhibit 10.22 to the Registrant ’ s Annual Report on Form 10-K filed with the SEC on February 13, 2019).

10.18 Second Amended and Restated Credit Agreement, dated as of April 29, 2022 among TC Group Cayman, L.P., Carlyle Investment Management L.L.C., and CG Subsidiary Holdings L.L.C., as Borrowers, TC Group, L.L.C., Carlyle Holdings I L.P., Carlyle Holdings II L.L.C., Carlyle Holdings III L.P.

and Carlyle Finance Subsidiary L.L.C.

as Guarantors, the Lenders Party Hereto, and Citibank, N.A.

as Administrative Agent, and Citibank, N.A., JPMorgan Chase Bank, N.A.

Credit Suisse Loan Funding LLC, BofA Securities, Inc.

and Wells Fargo Securities, LLC as Joint Lead Arrangers and Bookrunners, and JPMorgan Chase Bank, N.A., Credit Suisse Loan Funding LLC, Bank of America, N.A.

and Wells Fargo Bank, National Association, as Syndication Agents (incorporated by reference to Exhibit 10.22 to the Registrant ’ s Quarterly R eport on Form 10-Q filed with the SEC on July 28, 2022 ) .

10.19+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.23 to the Registrant ’ s Annual Report on Form 10-K filed with the SEC on February 12, 2020).

1 unchanged sentence

10.21+ Amendment to Employment Agreement of Kewsong Lee, dated as of January 1, 2020 (incorporated by reference to Exhibit 99.6 to the Registrant ’ s Current Report on Form 8-K filed with the SEC on January 2, 2020).

10.20+ Form of Global Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 11, 2021).

10.21+ Form of Global Restricted Stock Unit Agreement for Performance RSUs for Other Executive Officers (incorporated by reference to Exhibit 10.

26 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 29 , 202 1 ).

10.22+ Form of Global Restricted Stock Unit Agreement for Performance RSUs for Co-Chief Executive Officers Granted in February 2018 (note that references in award agreement to Deferred Restricted Common Units refer to Restricted Stock Units post-Conversion) (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2019).

10.23+ Form of Global Restricted Stock Unit Agreement for Outperformance RSUs for Co-Chief Executive Officers Granted in February 2019 (note that references in award agreement to Deferred Restricted Common Units refer to Restricted Stock Units post-Conversion) (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2019).

10.24+ Form of Global Restricted Stock Unit Agreement for Outperformance RSUs for Co-Chief Executive Officers Granted in February 2020 (incorporated herein by reference to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2020).

10.22+ Separation Agreement, dated August 7, 2022, between Kewsong Lee and The Carlyle Group Employee Co., L.L.C.

(incorporated by reference to Exhibit 10.1 to the Registrant ’ s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022 ).

10.23*†+ Employment Agreement of Bruce M.

Larson, dated as of August 5, 2019.

10.24*†+ Letter Agreement of Peter Clare, dated as of December 15, 2022.

10.25+ Form of Global Restricted Stock Unit Agreement for 2022 Time-Based Grants (incorporated by reference to Exhibit 10.21 to the Registra nt ’ s Quarterly Report on Form 10-Q filed with the SEC on Apr il 28, 2022 ) .

10.26+ Form of Global Restricted Stock Unit Agreement for Performance RSUs for Other Executive Officers (incorporated by reference to Exhibit 10.22 to the Registrant ’ s Quarterly Report on Form 10-Q filed with the SEC on April 28, 2022) .

10.27+ Form of Global Restricted Stock Unit Agreement for Performance RSUs for Other Executive Officers (incorporated by reference to Exhibit 10.26 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021).

10.28+ Form of Global Restricted Stock Unit Agreement for Performance RSUs for Co-Chief Executive Officers Granted in February 2018 (note that references in award agreement to Deferred Restricted Common Units refer to Restricted Stock Units post-Conversion) (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2019).

10.29+ Form of Global Restricted Stock Unit Agreement for Outperformance RSUs for Co-Chief Executive Officers Granted in February 2019 (note that references in award agreement to Deferred Restricted Common Units refer to Restricted Stock Units post-Conversion) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2019).

10.30+ Form of Global Restricted Stock Unit Agreement for Outperformance RSUs for Co-Chief Executive Officers Granted in February 2020 (incorporated by reference to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2020).

10.31+ Operating Executive Consulting Agreement by and between Carlyle Investment Management L.L.C.

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21.1* Subsidiaries of the Registrant.

22* Senior and Subordinated Notes, Issuers and Guarantors

22* Senior and Subordinated Notes, Issuers and Guarantor s.

23.1* Consent of Ernst & Young LLP.

24.1* Power of Attorney (included on signature page).

24.1* Power of Attorney (included on signature s page).

31.1* Certification of the Chief Executive Officer pursuant to Rule 13a – 14(a).

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* Filed herewith

† Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company undertakes to furnish supplemental copies of any of the omitted schedules to the SEC upon request.

+ Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.

1 unchanged sentence

In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kewsong Lee and Curtis L.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William E.

and Curtis L.

Buser, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K of The Carlyle Group Inc., and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

1 unchanged sentence

Signature Title

/s/ Kewsong Lee

Chief Executive Officer and Director

/s/ William E.

Interim Chief Executive Officer, Co-Founder, Co-Chairman and Director

(principal executive officer)

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(principal financial officer)

/s/ William E.

Founder, Co-Chairman (non-executive) and Director

/s/ Daniel A.

Founder, Chairman Emeritus (non-executive) and Director

Founder, Co-Chairman (non-executive) and Director

Co-Founder, Chairman Emeritus and Director

Co-Founder, Co-Chairman and Director

Chief Investment Officer for Corporate Private Equity, Chairman of the Americas and Director

/s/ Lawton Fitt

/s/ Derica Rice

/s/ Lawton W.

/s/ Derica W.

/s/ William J.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures