SecProbe.io

March 29, 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. 4 to Registrati on Statement on Form S-1
  Filed March 15, 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.
 Prospectus Cover

1. Please revise your prospectus to identify onl y the lead or managing underwriters.  See
Item 501(b)(8)(i) of Regulation S-K.
Our Business, page 2

2. Given the significant financial statement imp lications of the reorganization, please also
present pro forma net income attributable to Carlyle Group and pr o forma distributable
earnings in your tables on page 3.  Please also present histor ical net income attributable to
Carlyle Group.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. March 29, 2012  Page 2

 Use of Proceeds, page 90

3. Please revise the second paragraph to indica te the approximate amount of the proceeds to
be used to repay the outstanding indebtedness under the revolving cred it facility.  Please
refer to Item 504 of Regulation S-K.
Selected Historical Fi nancial Data, page 97

4. In a similar manner to pages 25 and 26, please present pro forma statement of operations
data for the year ended December 31, 2011 as we ll as pro forma balance sheet data as of
December 31, 2011.
Management’s Discussion and Analysis

Operating Metrics, page 112

Fee-Earnings Assets Under Management, page 112

5. We note your response to prior comment 4.  We  continue to believe that meaningful
information is depicted when gross subscrip tions and redemptions are presented.  To the
extent that the amount of your gross subscriptio ns or redemptions become material or any
trends depicted by these gross amounts could be viewed to be  material to an investor’s
understanding of your results of operations or pr ospects, please revise your rollforwards
of fee-earning AUM and AUM to separately  present distributions and redemptions.

Unaudited Pro Forma Financial Information, page 181

General

6. Please tell us what consideration you gave  to also reflecting the impact of your
acquisition of four European CLO mana gement contracts from Highland Capital
Management L.P. in February 2012 in your pr o forma financial information pursuant to
Rule 11-01(a) of Regulation S-X.  Please also  disclose how you intend to account for this
transaction.
Unaudited Condensed Combined and Consolidated Pro Forma Balance Sheet

Note 1.  Reorganization and Other Adjustments, page 186

7. For adjustment (d), the fair value of the Ca rlyle Holdings partners hip units issued will
exceed the carrying value of the liability, resulting in a loss on the exchange.  Please separately present the estimated loss on exchange amount on your pro forma balance
sheet and disclose, if true, that this repr esents a material nonrecurring charge and
therefore is not reflected on your pro forma statement of operations.  Your disclosures on

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. March 29, 2012  Page 3

 page 196 as part of adjustment 2(b)(3) indi cate that you determined that the estimated
amount of the loss will be $106.6 million.  Please  advise or revise your disclosures as
necessary for this adjustment.
Unaudited Condensed Combined and Consolidated Pro Forma Statement of Operations, page
191

Note 1.  Business Acquisitions, page 192

8. In the table summarizing the pro forma imp act of the Business Acquisitions on page 193,
the last line item is net income attributable  to Carlyle Group (or c ontrolling interest).
Please disclose what entities you are referri ng to when stating “or controlling interest.”

Note 2.  Reorganization and Other Adjustments, page 194

9. For the fair value adjustment to contingent consideration liability, please disclose which
acquisition this relates to as well as ho w you arrived at this amount, including the
significant estimates and assumptions used.
10. For adjustment 2(b), it appears that the $107.9 million reduction in performance fee
related compensation and benefits is solely related to the reallocation of the carried
interest and does not include the $106.6 m illion representing the amount by which the
fair value of the Carlyle Holdings inte rests exceeds the carrying value of the
compensation liability.  If so, pl ease clarify in your disclosure s and also clarify that prior
to the reorganization, the level of such allo cations generally was at least 50% of the
carried interests in the funds.  Please al so disclose, if true, that the $106.6 million
represents a nonrecurring charge and ther efore is not reflec ted on your pro forma
statement of operations.
11. For adjustment 2(d), please address the following:
 Please disclose how you arrived at the amount of income allocable to Carlyle Partners
and not allocable to Carlyle Holdings I GP, Inc.;
 Your disclosures on page 85 indicate that Ca rlyle Holdings III GP L.P. is a foreign
corporation for U.S. federal income taxes.  Please tell us whether this entity will be
subject to foreign income taxes and what consideration was give n to reflecting any
additional foreign income tax, if any, in  the pro forma financial statements; and
 Please disclose the nature of the expenses of Carlyle Holdings I GP Inc. and explain
why these expenses would not already be re flected in the income before provision for
income taxes – Carlyle Holdings pro forma amount of $1,225.1 million.
 Note 3.  Offering Adjustments, page 198

12. In addition to disclosing the impact of exp ected issuances of unvested Carlyle Holdings
partnership units, unvested deferred restrict ed common units of the Carlyle Group L.P.,

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. March 29, 2012  Page 4

 and unvested phantom deferred restricted co mmon units on your pro forma statements of
operations for the year ended December 31, 2011 , please disclose the total compensation
expense expected to be recogni zed in all future periods as sociated with these equity
instruments.
 Compensation Elements, page 240

 Carried Interest, page 241

13. We note your response to comment seven in our letter dated Februa ry 27, 2012.  Please
tell us how the non-founder named executive o fficers obtained the inte rests they own in
the Parent Entities, including whether they provided any consideration in exchange for
their interests in the Parent Entities.  If the interests were received in exchange for
services, please tell us what considerati on you have given to in cluding in the Summary
Compensation Table the amounts of the carri ed interest distributions the non-founder
named executive officers received fro m the Parent Entities.

Financial Statements

Notes to the Financial Statements

Note 3.  Acquisitions and Acquire d Intangible Assets, page F-20

14. You acquired 100% of Churchill, a CLO a sset manager focused on senior loans to
middle-market companies in November 2011.  The CLO was determined to be a variable interest entity; however, you determined that  you were not the pr imary beneficiary and
accordingly do not consolidate this CLO.  Pleas e help us better unders tand the significant
differences in regards to your rights and oblig ations with this CLO which resulted in you
determining that you are not the primary bene ficiary compared to other CLOs which you
do consolidate.  Refe r to ASC 810-10-25-38.

15. Please help us better understand how your  accounting for contingent consideration
arrangements complies with the guidance of ASC 805-30-35-1.  Specifically, this
guidance indicates that contingent consider ation classified as equity shall not be
remeasured and that contingent consideration cl assified as a liability shall be recognized
in earnings.  Please specifically address the following:

 In regards to your AlpInvest and ESG acqui sitions, it appears th at the contingent
consideration amounts are classified as a liab ility.  It appears th at a portion of the
changes in the liability amounts are not be ing recognized in earnings.  Please advise;
and
 In regards to the Claren Ro ad acquisition, it appears that  contingent consideration
amounts are classified as a liability and equity.  You recorded $7.5 million in members’ equity as well as $3.2 million in  other non-operating expenses for the year

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. March 29, 2012  Page 5

 ended December 31, 2011 for changes in fair value of these amounts.  Please tell us
how you arrived at the $7.5 million and how you determined it was appropriate to not recognize this change in earni ngs.  It also appears that you may have remeasured the
fair value of the contingently issuable equity  interests.  If so, pl ease tell us how these
fair value changes were reflected in your financial statements and how you
determined your treatment was appropriate.
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.