SecProbe.io

February 3, 2012

Via E-mail
Jeffrey W. Ferguson General Counsel  The Carlyle Group L.P.  1001 Pennsylvania Avenue, NW  Washington, D.C. 20004-2505

Re: The Carlyle Group L.P.
Amendment No. 2 to Registrati on Statement on Form S-1
  Filed January 10, 2012    File No. 333-176685

Dear Mr. Ferguson:

We have reviewed your amende d registration statement and response letter and have the
following comments.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. We note that you have amended your limited pa rtnership agreement to require individual
arbitration of any disputes relating to th e agreement or the common units, including
disputes arising under the fe deral securities laws.  We  have also reviewed the
supplemental information counsel provided to us  regarding this issu e.  In a phone call on
February 1, 2012, we advised counsel that th e Division of Corporation Finance does not
anticipate that it will exercise  its delegated authority to acce lerate the effective date of
your registration statement if your limited partnership agreement includes such a
provision, so that the Commi ssion would need to make any decision on a request for
acceleration.  Based on an article published today by Bloomberg, we understand that you
have announced that you have decided to w ithdraw the proposed ar bitration provision.
Please confirm to us whether you intend to am end your limited partnership agreement to
remove the mandatory individual arbitration provision.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. February 3, 2012  Page 2

Prospectus cover page

2. We note your disclosure that the limited part nership agreement “reduces or eliminates”
duties owed by your general partner and “restr icts the remedies” available to common
unitholders.  In view of the various provisi ons of your partnership agreement, including
in particular Section 7.9, it is unclear what duties and remedies  have not been eliminated.
Please ensure that your prospectus clearly de scribes what duties and remedies remain or
have been reduced, or revise your disclosure  to clearly state that they have been
eliminated.

Our Business, page 2

3. We note your response to prior comment 2.  Notwithstanding your cross-reference to
your cash distributions and the difference betw een Distributable Earn ings and such cash
distributions for each period presented, please al so disclose your actual distributions to
provide sufficient prominence of these amounts.
Demonstrated Record of Investment Performance, page 7

4. We note your response to prior comment 4.  Please also disclose how you determine
when the total amount of proceeds received in respect of such investment represents a
substantial majority of the invested capital.
Our Current Organizationa l Structure, page 11

5. In addition to our comment below regarding the votes represented by the special voting
unit, please clarify here whet her there is any distinction between the “existing owners”
described here and the “limited partners” of Carlyle Holdings.
Certain Corporate Governan ce Considerations, page 15

6. Please revise to provide separa te descriptive subheadings for the items you discuss in this
section.  We believe this revi sion will aid in highlighting fo r investors the key areas of
your discussion.  Please refer to Instruc tion 1 to Item 503 of Regulation S-K.

7. Please clarify your explanation of common unit holders’ rights to vot e in the election of
the board of directors of your general partner.  The current disclosure is very detailed,
and assumes that investors already have a t horough understanding of the structure of the
company and Carlyle Holdings.  We believe  that additional context, focusing on the
purpose or outcome of the detailed provisions wo uld be helpful.  For example, it should
be clear:

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. February 3, 2012  Page 3

  That in general, common unitholders will ha ve no right to vote in the election of the
board of directors of your general partner.
 That the general partner’s board of director s will be elected u nder the terms of the
general partner’s LLC agreement.
 That the only exception giving common unithol ders a right to vote in the election of
the board of directors of your  general partner would be if the existing owners held
less than 10% of the voting pow er in Carlyle Group, L.P.

 That your existing owners’ voting power in Carlyle Group, L.P. is represented by the
special voting unit, which is voted by  the Senior Carlyle Professionals.

Please revise your disclosure here and el sewhere in the prospectus where similar
disclosure appears.
8. Where you state that common unitholders ha ve “only limited voting rights”, please
elaborate on what voting rights the common unit holders have.  For clarity, this discussion
should be distinct from the discussion of common unitholders’ right to vote in the
election of directors of the general partner.  We assume that other voting rights the
common unitholders have do not turn on whet her the existing owne rs’ 10% voting power
condition is satisfied.
9. Where you describe the special voting unit, you state that it will contain the number of
votes equal to Carlyle Holdings partnership units held by the limited partners of Carlyle
Holdings.  Please clarify whether these limite d partners are the same as the “existing
owners” that you describe under “Our Current  Organizational Structure” on page 11.
Also clarify whether there are any votes associ ated with the Carlyle Holdings partnership
units that Carlyle Group L.P. owns indirectly.  If so, please clarify who holds these votes,
and whether they are included in the special voting unit.
 Cash Distribution Policy, page 91

10. We note your response to prior comment 9.  Please expand your disclosures to (i)
separately present compensatory payments and distributions related to co-investments
and (ii) explain for readers why you adjust fo r distributions related to co-investments and
Mubadala.
11. We note your disclosure in the last paragraph on page 92 that historical cash distributions
include compensatory payments and distribut ions in respect of co-investments made by
the owners of the Parent Entities.  Please e xplain to us the nature  and components of the
compensatory payments that you include and ex clude from line items in the table on page
93.  Please tell us whether the compensatory payments include all of the compensation
elements that you include in the Summary Compensation Table on page 250, and whether
compensatory payments are limited to those elements.  For example, please clarify

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. February 3, 2012  Page 4

 whether you view payments made in respect of  carried interest allocated to the Senior
Carlyle Professionals and ot her personnel who work in those operations, as well as
carried interest and other income from wh ich your founders and ot hers benefit through
their ownership interests in th e Parent Entities as “compens atory payments.”  In this
regard, we note that you intend to include the compensation expens e associated with
certain carried interest al locations on an accrual basis in your Summary Compensation
Table.  Please also clarify what other ite ms make up the cash distributions, apart from
compensatory payments and distributi ons related to co-investments.

12. Where you disclose cash distributions to  your named executive officers net of
compensatory payments and distributions in respect of co-investments, please disclose
the amounts that represent the carried interest  allocations distributed in cash to each
named executive officer, and clarify whether th ose allocations are held directly by the
named executive officers, or whether they  flow through the Parent Entities.

Assets Under Management, page 114

13. We note your response to prior comment 12.  Y ou currently present s ubscriptions, net of
redemptions as a line item in your rollfor ward of fee-earning AUM and AUM.  Please
further advise as to why you are not separa tely presenting redemptions as previously
requested or revise your disclosures as necessary.

Combined and Consolidated Re sults of Operations, page 117

General

14. We note your response to prior comment 15.  The combined and consolidated financial
statements have been prepared on substantiall y the same basis for all historical periods
presented; however, the consolidated funds ar e not the same entities in all periods shown
due to changes in U.S. GAAP, changes in f und terms and the creation and termination of
funds.  Your response addresse s the significant changes in consolidated funds due to the
consolidation of certain CLOs as well as recent acquisitions.  Please also address the
impact of changes in fund terms and th e creation and termin ation of funds and
correspondingly quantify the imp act that these changes had on your results of operations
for each period presented if significant.

Non-GAAP Financial Measures, page 127

15. We note your reconciliation of  non-GAAP financial measures to their most directly
comparable U.S. GAAP measure on pages 130 to 132.  Note (3) to this reconciliation
indicates that certain of the adjustments re flect the Company’s 55% interest in Claren
Road and ESG.  Based on your disclosures on page F-113, clarify why there are no adjustments related to AlpInvest.  In addition, please revise Note (3) to the reconciliations
for periods prior to your acquisition of th ese entities to delete this disclosure.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. February 3, 2012  Page 5

 Segment Analysis, page 132

Corporate Private Equity, page 132

16. We note your response to prior comment 25 a nd the additional disclosures provided as
part of your AUM discussion.  As prev iously requested, please address how you
determined the additional presentation and discussion of performance information for
each period presented and/or of inception to  date as of December 31, 2009 and December
31, 2010 as part of your fund performance me trics table would not provide additional
meaningful information for each of your signifi cant funds.  We continue to believe that it
would provide additional insigh t on your performance fees revenues recorded each period
for each of your significant funds.

Real Assets, page 143
Global Market Strategies, page 155

17. To the extent applicable, please address the above comments relate d to your corporate
private equity segment to your real assets  and global market strategies segment
disclosures.

Liquidity and Capital Resources

Cash Flows, page 169

18. Based on the amounts reported on your statem ents of cash flows, please help us
understand how you arrived at the amount of cash flows fr om operating activities for
your consolidated funds as well as cash flows from financing activities from your
consolidated funds included in your  cash flows discussion in MD&A.

Our Balance Sheet and Indebtedness, page 171

19. On December 13, 2011, you entered into a new senior  credit facility.  Please disclose the
significant terms of this new senior credit facility, including the amounts that will be
available.
Unaudited Pro Forma Financial Information, page 191

20. We may have further comments once the pro fo rma financial information is completed.

21. We note your response to prior comment  30.  Please address the following:

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. February 3, 2012  Page 6

  For component (a), we note that the benefici al interests will be restructured from the
Parent Entities to a separate legal entity which you will not consolidate.  The
underlying investment in the respective fund w ill remain in a subsidiary that you will
consolidate.  You will record investment income on the investments as “investment
income (loss)” and allocate such income to “net income attributable to non-controlling interests in consolidated entities”  for the portion of the investment income
attributable to these bene ficial interests.  Please help us understand why you are
reflecting amounts related to these beneficial  interests in non-cont rolling interests in
consolidated entities.  It is not clear whic h consolidated entities these interests relate
to, including if the intere sts are in the subsidiary that will hold the underlying
investment;
 For the distribution of certain investments out of the Carlyle group in component (b)
that are investments in certain CLOs, provi de us with a better  understanding of your
historical accounting such that they invest ments were eliminated in consolidation.
Further revise your disclosure to clarify how the elimination of such investments
results in an increase to the loans payable of consolidated funds after the distribution
of investments in certain CLOs; and
 For component (c), the carried interest righ ts attributable to re tired senior Carlyle
professionals will be restructured from the Parent Entities to an entity which you will
not consolidate.  The underlying carried in terest associated with these rights will
remain in a subsidiary you do consolidate.  You will account for th ese carried interest
rights as “non-controlling interests in conso lidated entities” and will allocate income
attributable to these carried interest ri ghts to “net income attributable to non-
controlling interests in consolidated entities”  for the portion of the investment income
attributable to these bene ficial interests.  Please help us understand why you are
reflecting amounts related to these carried inte rest rights in non- controlling interests
in consolidated entities.  It is not clea r which consolidated entities these interests
relate to.

22. We note your response to prior comment 35.  In a similar manner to your response,
please show how the adjustment amount is calculated once the amount is determined.

23. We note your response to prior comment 37.  Plea se tell us why there do not appear to be
any pro forma adjustments to non-controlling in terests in consolidated  entities related to
the 45% of Claren Road and ESG that you did not acquire.
Our Family of Funds, page 230

24. We note your response to prior comment 38.  We  do not see notes (1) and (3) denoted in
your tables of funds.   Pleas e clearly identify which f unds these notes relate to.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. February 3, 2012  Page 7

 Summary Compensation Table, page 250

25. We note your response to comment 39 from  our letter dated November 22, 2011.  You
have disclosed executive compensation information only for 2011.  Since you were previously required to disc lose executive compensation fo r 2010 in your registration
statement, please revise your disclosure  to include both 2010 and 2011 information.
Please refer to Instruction 1 to  Item 402(c) of Regulation S- K.  Please also revise to
disclose, or include a cross-refe rence to disclosure elsewhere of the cash distributions by
the Parent Entities to your na med executive officers in 2010.

26. We note your response to comment 40 in our letter dated November 22, 2011, in which
you state that the carried interest retained by the Parent Entities that  benefits the founders
through their ownership interest s in these entities is not reportable compensation under
Item 402(a)(2) of Regulation S-K because it is  not related to servi ces that the founders
render to the Parent Entities .  Please note that Item 402( a)(2) of Regulation S-K is a
broader disclosure requirement.  It covers co mpensation that is paid by any person for all
services rendered by named executive officers in  all capacit