SecProbe.io

February 27, 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. 3 to Registrati on Statement on Form S-1
  Filed February 14, 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.
 Organizational Structure, page 81

1. Please revise your diagram to depict the percentage ownership each of the Carlyle
Holdings entities will have in each Parent Entity.   Please also tell us what consideration you gave to depicting the ownership information contained in footnote (2) in the chart.
 Cash Distribution Policy, page 91

2. We note your response to prior comment 10 in  our letter dated Fe bruary 3, 2012.  Given
your discussion of co-investments on page 237 of the filing, please address why cash
distributions to the owners of the Parent Enti ties as reflected in your financial statements
would include distributions re lated to co-investments.  Please fully explain all the
accounting implications of co-inve stments on your hist orical financial statements as well
as on your post-reorganiza tion financial statements.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. February 27, 2012  Page 2

 3. We note your responses to prior comments 11 and 12 in our letter dated February 3,
2012.  In your discussion on pages 92 and 93 of  your historical cash distributions, please
clarify that cash distributions net of compensato ry payments, distributions related to
co-investments and distributions related to the Mubadala inve stment are sourced from the
income of the Parent Entities, including the net income of management-fee earning
subsidiaries and the Parent Entities’ share of the income of the fund general partners,
which includes carried interest not allocated to  investment professiona ls at the fund level,
as you have done in your supplemental response to comment 11.

Operating Metrics

Fee-Earning Assets Under Management, page 112

4. We note your response to prior comment 13 in  our letter dated February 3, 2012.  You do
not believe that the presentation of gross subscriptions and gross redemptions conveys
material information about the underlying cau ses of changes in AUM and fee-earning
AUM that is not already captured in the presen tation of subscriptions, net of redemptions.
We continue to believe that the gross pres entation of subscriptions and redemptions
would provide additional meaningful informa tion.  Specifically, these disclosures would
enable readers to clearly identify any trends  depicted by each of these gross amounts.  If
you continue to believe the presentation of su ch gross amounts are not necessary to an
understanding of your AUM and fee-earni ng AUM, please provide us the gross
subscriptions and gross redemptions for each period presented and address any apparent
trends in these amounts.
Cash Flows, page 169

5. Please discuss all material changes in your operating, investing, and financing cash flows
as depicted in your statement of cash flows.  This discussion should address those matters
that have materially affected the most recen t period presented but are not expected to
have short or long-term implications, and thos e matters that have not  materially affected
the most recent period presented but are expect ed materially to affect future periods.
Refer to Sections 501.03 and 501.13 of the Financial Reporting Codification for
additional guidance.  You should address th e impact of your consolidated funds and
CLOs to the extent that they contribute to ma terial changes in each of  these categories of
cash flows.  For example, your discussion of cash flows from financ ing activities for the
year ended December 31, 2010 compared to th e year ended December 31, 2009 refers to
an increase in distributions of $572 million and the increase in borrowing proceeds in
excess of principal payments from loans payable of $582 million.  Given that your net
cash used from financing activities in creased by $1.9 billion from 2009 to 2010, you
should further expand your discussion to addres s the significant fact ors that led to the
remaining material change.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. February 27, 2012  Page 3

 Unaudited Pro Forma Financial Information, page 191

6. We note your response to prior comment 21 in  our letter dated February 3, 2012.  For
components (a) and (c), the restructured benefi cial interests and carri ed interest rights
will be in consolidated subsidiaries of Carl yle Holdings; therefore these interests will be
presented as non-controlling inte rests in consolidated subsidia ries.  In your response to
comment 30 in your letter dated January 10, 2012 , you stated that beneficial interests and
carried interest rights will be restructured to a separate legal entity controlled by the
individual existing owners (a non-consolidated  entity).  Please help us better understand
what rights will be in consolidated subsid iaries versus those that will be in non-
consolidated entities as well as why there is a difference.

Carried Interest, page 249

7. We note your disclosure in the la st paragraph that ownership of  carried interest is subject
to a range of vesting schedules.  Please revi se this disclosure to clarify the types of
carried interest that are subject to vesting, and confirm that the ve sting conditions relate
to the passage of time and continued employme nt of the recipient of  the carried interest .
Please also confirm to us that the carr ied interest received by the named executive
officers as a result of their ownership in the Pa rent Entities is not subject to vesting.

8. We note your disclosure in the Summary Compensation Table on page 250 that Mr.
Ferguson and Mr. Youngkin own direct carried inte rest allocations at the fund level.  In
the first paragraph in the “Carried Interest” section on page 249, you state that you
concentrate the direct ownership of carri ed interest at the fund level among the
professionals who work directly with those part icular funds.   In this  regard, please revise
this section to discuss the factors  considered  in determining to allocate to Mr. Ferguson
and Mr. Youngkin direct ownership in the carr ied interest at the fund level.  In your
discussion, please address how the allocation of carried interest to them at the fund level,
which is compensation, is aligned with their pe rformance.   Please al so identify the funds
in which Mr. Ferguson and Mr. Youngki n own carried interest.
 Summary Compensation Table, page 250

9. We note your responses to comments 28 and 29 in our letter date d February 3, 2012.
Please report the accrued compensation expense to  reflect the carried interest allocations
at the fund level in the “All Other Compensatio n” column of the tabl e, and also include
footnote disclosure of the actual correspondi ng cash distributions the named executive
officers received.  In the event that the accrued compensation expense would be below
zero (i.e. a negative amount), please confirm that you will record zero in the “All Other
Compensation” column and include footnote di sclosure of the negative amount.  Finally,
please confirm that you will not take into account any negative amounts in identifying the
named executive officers to be included in the Summary Compensation Table pursuant to
Items 402(a)(3)(iii) and (i v) of Regulation S-K.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. February 27, 2012  Page 4

 Principal Unitholders, page 263

10. Please note that we may have additional comm ents once you have filled in the blanks in
the table.
  Financial Statements

General

11. Please ensure that your financial statemen ts and corresponding financial information
included are updated in accordance with  Rule 3-12 of Regulation S-X.
 Audited Financial Statements

Note 3.  Acquisitions and Acquired Intangible Assets

Acquisition of Claren Road Asset Management, page F-20

12. We note your response to prior comment 23 in  our letter dated February 3, 2012.  You
indicate that “based on the provisions of  ASC 805-10-55-24 and 25 that the Class B
interests should be accounted for outside of the business combination, in accordance with
other applicable U.S. GAAP.”  Please reconcile this statement to your statement that “the
measured liability at December 31, 2010 of approximately $97 million is included in the
table on F-20 in the line item “contin gent and other consideration.”

13. We also note your disclosure on page F- 20 that “the Company may pay additional
contingent consideration up to $255.2 million, which represents management’s estimate of the maximum amount of consideration to be paid, over a period of ten years based on
the achievement of certain performance cr iteria, including AUM growth and certain
service requirements. With reference to the certain service requirements and the guidance set forth in ASC 805-10-55-24 a nd 25, please tell us whether th is arrangement is part of
the exchange for Claren Road or a transact ion separate from the business combination.

Unaudited Financial Statements

Notes to the Financial Statements

Note 3.  Acquisitions and Acquire d Intangible Assets, page F-80

14. We note your response to prior comment 36 in  our letter dated February 3, 2012.  The
acquisition-date fair value of the contingent consideration was $15.5 million and $60.4 million for the AlpInvest and ESG acquisitions , respectively.  It remains unclear how
these liabilities are reflected in the table of  estimated fair value of assets acquired and
liabilities assumed and non-cont rolling interest on page F-80.  For example, for the ESG

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. February 27, 2012  Page 5

 acquisition, you have recorded $11.7 million in accrued expenses and accrued
compensation and benefits and $23.6 million as due to Carlyle partners; however, the liability related to the con tingent consideration of $60.4 million is considerably higher
than both of these items.  Please clarify which line items in your table on page F-80
include these liabilities.
Note 10.  Commitments and Contingencies

Other Contingencies, page F-107

15. Regarding the tax matter related to Carlyle Europe Real Estate Partners, L.P., you are
unable to form a judgment as to whether an ultimate outcome unfavorable to the
Luxembourg subsidiary in this matter is either “probable” or “remote.”  We note that this
is a real estate fund that you do not consolidat e.  Please disclose the impact that this
matter could have on your financial statements.  If  there is at least a reasonable possibility
that you may have incurred a loss related to th is matter, please either disclose an estimate
(or, if true, state that the estimate is immaterial in lieu of  providing quantified amounts)
of the loss or range of loss, or  state that such an estimate cannot be made.  Please refer to
ASC 450-20-50.
Exhibits 10.23 and 10.24

16. We note that you have not filed the schedules  and exhibits to th e credit agreements.
Please re-file the credit agreements as exhi bits to your registrati on statement, including
all schedules and exhi bits thereto.

You may contact Nudrat Salik at (202) 551-3692 or Jeanne Baker at (202) 551-3691
if you have questions regarding comments on the financial statements and related matters.
Please contact Chambre Malone at (202) 551-3262 or , in her absence, me at (202) 551-3760 with
any other questions.
Sincerely,
   /s/ Pamela Long
Pamela Long Assistant Director
 Cc:   Via E-mail

 Joshua Ford Bonnie, Esq.