SecProbe.io

December 27, 2013

Via E -mail
Adena T. Friedman
Chief Financial Officer
The Carlyle Group L.P.
1001 Pennsylvania Avenue, NW
Washington, DC  20004

Re: The Carlyle Group L.P.
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed March 14, 2013
Form 10 -Q for the Quarterly Period Ended September 30, 2013
Filed November 12, 2013
File No. 001 -35538

Dear Ms. Friedman :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested  information, or by advising us when you will provide the requested
response.   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 filing s and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 1.  Business

1. In future filings, please provide a descrip tion of your organizational and ownership
structure in this section, including a diagram.  Discuss the Carlyle Holdings partnership
units your founders and other key business personnel received that you reference in the
risk factor on page 27.

Adena T. Friedman
The Carlyle Group  L.P.
December 27, 2013
Page 2

 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011

Performance Fees, page 114

2. We note your disclosure that the performance fees recorded in 2012 and 2011 were due
principally to increases in the fair value of the underlying funds, which increased
approximately 14% and 16% in total remaining value during 2012 and 2011,
respectively.  We also note that the increase in the fair value of the investment s was
driven by asset performance and operating projections as well as increases in market
comparable s.  In future filings , when significant changes in the fair values of your
investments occur and have a material impact on your performance fees, please re vise
your disclosure to discuss the key market factors that positively or negatively impacted
the fair values of your investments and explain whether fair values generally increased
(decreased) across your portfolio or whether it varied by fund and/or indu stry and if so,
why.

Item 8.  Financial Statements and Supplementary Data

Note 3 - Acquisitions, Strategic Investments, and Acqu ired Intangible Assets

Investment in NGP, page 200

3. We note your disclosure on page 201 that the difference between the cost  of your initial
investment in NGP Management and the underlying net assets of the entity was $259.8
million and will be amortized over a period of ten years as a reduction of realized
investment income.  We also note that this difference, in part, relates  to the options
granted to you by the sellers to purchase additional interests in NGP in the future for a
predetermined purchase price.  Please tell us how you considered the value of these
purchase options and whether they need to be accounted for in accordance with ASC 815 .

Note 4 – Fair Value Measurement, page 206

4. We note your disclosure that the valuations for corporate private equity and real estate
investments may be derived by reference to observable valuation measures adjusted by
management fo r differences between the investment and the referenced comparable s, and
in some instances by reference to  option  pricing models or other similar methods.  Please
revise your disclosure to discuss the type of adjustments and the factors and information
you consider when determining the appropriate adjustment to make to the observable
valuation measures of your corporate private equity and real estate investments.   Also
explain the situations when the fair value determination would be made by reference to
option pricing models or other similar methods.

Adena T. Friedman
The Carlyle Group  L.P.
December 27, 2013
Page 3

5. We note that in your tabular disclosure of significant Level III inputs on page 212 you
disclosed the weighted average input for each of the unobservable inputs, but in certain
circumstances, you did not disc lose the related range for the unobservable inputs used.
Please revise your disclosure in future filings to disclose the range of inputs used  in all
situations where more than one unobservable input is utilized in the determination of fair
value .

6. Please revise future filings to provide further discussion of the valuation processes
utilized by management in valuing your Level III measurements in accordance with ASC
820-10-50-2(f) and  820 -10-55-105.

7. We note your disclosure that investments in partnership  and LLC interests are valued
using the NAV of the underlying fund.   However, it is not clear t o us where you have
provided all the required disclosures of ASC 820 -10-50-6A.  Please advise , or revise your
disclosure in future filings as necessary.

Form 10 -Q for the Quarterly Period Ended September 30 , 2013

Item 1.  Financial Statements

Note 17 - Consolidation of a Real Estate Development Company, page 55

8. We note your disclosure that during the second quarter of 2013, you concluded that the
Carlyle investment vehicle through which you funded capital into Urbplan was a variable
interest entity (VIE), and that the Partnership was the primary beneficiary of the VIE and
thus began consolidating the investment vehicle in the second quarter of 2013.  You t hen
go on to state that during the third quarter of 2013, you concluded that the decision to
provide additional capital to Urbplan was a reconsideration event under ASC Topic 810,
and as a result of your analysis, you concluded that Urbplan was a VIE and t hat the
Partnership had to consolidate Urbplan as of September 30, 2013.  Please respond to the
following:

 Please describe the factors related to Urbplan that changed between the second and
third quarter which caused you to conclude that you were not requ ired to consolidate
Urbplan until the third quarter of 2013.  For example, please clarify whether Urbplan
was not a VIE prior to the third quarter of 2013 or it was but you were not deemed to
be the primary beneficiary until the third quarter of 2013.

 Please clarify whether you still consolidate the Carlyle investment vehicle through
which you funded capital into Urbplan.  If yes, please tell us whether the investment
vehicle has any other investments besides Urbplan.

We urge all persons who are responsib le for the accuracy and adequacy of the disclosure

Adena T. Friedman
The Carlyle Group  L.P.
December 27, 2013
Page 4

 in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possessi on of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing s;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing s; and

 the compa ny may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Sasha Pechenik at (202) 551 -3541 or me at (202) 551 -3512 if you have
question s regarding comments on the financial statements and related matter s.  Please contact
Michael Seaman at (202) 551 -3366  with any other questions.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant