SEC Comment Letter for Carlyle Group (CG) — Sep 23, 2016
Carlyle Group Inc.
Date: Sept. 23, 2016 · CIK: 0001527166 · Accession: 0000000000-16-094364
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September 23, 2016 Mail Stop 4 720 Via E -mail Curtis L. Buser Chief Financial Officer The Carlyle Group L.P. 1001 Pennsylvania Avenue, NW Washington, D.C. 20004 -2505 Re: The Carlyle Group L.P. Form 10 -K for the Fiscal Year Ended December 31, 2015 Filed February 24, 2016 File No. 001 -35538 Dear Mr. Buser : We have limited our review of your filing to the financial statements and related disclosures 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for the Fis cal Year E nded December 31, 2015 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 83 Performance Fee Related Compensation Expense, page 104 1. We note that your Legacy Energy funds within the Real Assets segment h ad carry reversals during the year without a corresponding reversal of performance fee related compensation expense. We also note from your policy disclosure on page 190 (performance fee related compensation) that upon any reversal of performance fee revenue, the related compensation expense is also reversed . Please address the following: Explain to us why there is a reversal of performance fee revenues; however, there is no reversal of the related compensation expense for these particular funds. Curtis L. Buser The Carlyle Group L.P. September 23, 2016 Page 2 Tell us if the performance fee compensation paid by these particular funds is subject to the contractual giveback obligation. Tell us if there could potentially be reversals of performance fee compensation expense in future periods for these particular funds in the event that they do not perform well. We urge all persons who are responsible for the accuracy and adequacy of the disclosure 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 possession 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 a ccuracy of the disclosure in the filing; 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; and the company may not assert staff comments as a defense i n any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Robert Klein at (202) 551 -3847 or me at (202) 551 -3872 with any questions. Sincerely, /s/ Hugh West Hugh West Accounting Branch Chief Office of Financial Services