UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 13F
FORM 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: September 30, 2012
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Check here if Amendment [ ]; Amendment Number: --------------------
This Amendment (Check only one.): [ ] is a restatement.
[ ] adds new holdings entries.
Institutional Investment Manager filing this Report:
Name: The Carlyle Group L.P.
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Address: 1001 Pennsylvania Avenue, NW
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Suite 220 S.
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Washington, DC 20004-2505
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Form 13F File Number: 28- 15025
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The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.
Person Signing this Report on Behalf of Reporting Manager:
Name: Daniel A. D'Aniello
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Title: Managing Director
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Phone: 202-729-5626
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Signature, Place, and Date of Signing:
/s/ R. Rainey Hoffman as Attorney-
in-Fact for Daniel A. D'Aniello* Washington, DC November 14, 2012
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Signature City, State Date
*Signed pursuant to a Power Of Attorney dated May 7, 2012, included as an
exhibit to this Form 13F-HR filed with the Securities and Exchange Commission by
The Carlyle Group L.P.
** The Carlyle Group L.P. (the "Reporting Manager") does not serve as adviser to
all of the owners of, or have formal investment discretion with respect to, the
securities in the indicated row, but may be deemed to be part of a group of
affiliated persons exercising investment discretion with respect to such
securities. The filing of this report shall not be deemed an admission, for
purposes of Section 13(f), 13(d), 13(g) or 16(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules thereunder, or for any
other purpose, that the Reporting Manager or any other manager with respect to
the securities listed herein exercises investment discretion or is a member of,
or is otherwise affiliated with, such a group with respect to such securities.
Reference is made, where relevant, to reports filed under Sections 13(d), 13(g)
and 16(a) of the Exchange Act for additional information with respect to such
beneficial ownership and/or pecuniary interest of the Reporting Manager, any
other manager with which it may share or be deemed to share investment
discretion, and related entities. The filing of this report shall not be deemed
an admission, for purposes of Section 13(f), 13(d), 13(g) or 16(a) of the
Exchange Act, as amended, and the rules thereunder, or for any other purpose,
that the Reporting Manager or any other person is the beneficial owner of any
securities.
[X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
are reported in this report.)
[ ] 13F NOTICE. (Check here if no holdings reported are in this report, and all
holdings are reported by other reporting manager(s).)
[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this
reporting manager are reported in this report and a portion are reported by
other reporting manager(s).)
List of Other Managers Reporting for this Manager: NONE
Form 13F File Number Name
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FORM 13F SUMMARY PAGE
Report Summary:
Number of Other Included Managers: 2
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Form 13F Information Table Entry Total: 33
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Form 13F Information Table Value Total: $12,840,287
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(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.
No. Form 13F File Number Name
1 28-12429 Carlyle Investment Management L.L.C.
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2 28-15024 CIM Global, L.L.C.
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Explanatory Note:
The Carlyle Group L.P. is managed by its general partner, Carlyle Group
Management L.L.C., which is in turn wholly-owned and controlled by Carlyle's
senior professionals. FORM 13-F INFORMATION TABLE
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FORM 13-F INFORMATION TABLE
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
NAME OF ISSUER TITLE OF CUSIP VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER VOTING AUTHORITY
CLASS (x$1000) PRN AMT PRN CALL DISCRETION MANAGERS SOLE SHARED NONE
Allison Com 01973R101 $1,516,017 75,348,750 SH -- Shared- 1 75,348,750
Transmission Defined
Hldgs I
Atlas Resource Com Unt 04941A101 $196,081 7,683,442 SH -- Shared- 1 7,683,442
Partners LP Ltd Pr Defined
BankUnited Inc Com 06652K103 $337,677 13,721,131 SH -- Shared- 1 13,721,131
Defined
Booz Allen Cl A 099502106 $1,271,562 91,809,598 SH -- Shared- 1 91,809,598
Hamilton Hldg Defined
Cor
Boston Private Com 101119105 $74,380 7,756,022 SH -- Shared- 1 7,756,022
Finl Hldgs In Defined
Central Pac Com 154760409 $135,322 9,463,095 SH -- Shared- 1 9,463,095
Finl Corp Defined
China Recycling Com 168913101 $12,466 12,465,938 SH -- Shared- 1, 2 12,465,938
Energy Corp Defined
Cobalt Intl Com 19075F106 $1,402,025 62,955,756 SH -- Shared- 1 62,955,756
Energy Inc Defined
Concord Med Sponsored 206277105 $32,716 8,724,233 SH -- Shared- 1, 2 8,724,233
Svcs Hldgs Ltd ADR Defined
Enduro Rty Tr Tr Unit 29269K100 $364,716 19,800,000 SH -- Shared- 1 19,800,000
Defined
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F N B United Com 302519202 $58,572 4,930,313 SH -- Shared- 1 4,930,313
Corp Defined
Fairpoint Com 305560302 $259 34,202 SH -- Shared- 1 34,202
Communications Defined
Inc
Freescale SHS Old G3727Q101 $1,865,262 196,136,895 SH -- Shared- 1, 2 196,136,895
Semiconductor Other**
Hldg
Hampton Roads Com 409321502 $63,598 42,398,583 SH -- Shared- 1 42,398,583
Bankshares Inc Defined
Hertz Global Com 42805T105 $81,003 5,899,719 SH -- Shared- 1, 2 5,899,719
Holdings Inc Defined
Hertz Global Com 42805T105 $664,571 48,402,867 SH -- Shared- 1 48,402,867
Holdings Inc Defined
Kinder Morgan Com 49456B101 $1,374,775 38,704,258 SH -- Shared- 1 38,704,258
Inc Del Defined
Lear Corp Com 521865204 $12,759 337,618 SH -- Shared- 1 337,618
Defined
Magnachip Com 55933J203 $4,753 402,761 SH -- Shared- 1 402,761
Semiconductor Defined
Corp
Nielsen Com N63218106 $255,164 8,511,137 SH -- Shared- 1, 2 8,511,137
Holdings N V Defined
Nielsen Com N63218106 $1,162,413 38,772,943 SH -- Shared- 1 38,772,943
Holdings N V Defined
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Niska Gas Unit Ltd 654678101 $213,083 16,992,245 SH -- Shared- 1 16,992,245
Storage Partners L Liabi Defined
RTI Intl Metals Com 74973W107 $48,637 2,031,615 SH -- Shared- 1 2,031,615
Inc Defined
Sandridge Com 80007P307 $358,312 51,370,888 SH -- Shared- 1 51,370,888
Energy Inc Defined
SS&C Com 78467J100 $541,254 21,469,799 SH -- Shared- 1 21,469,799
Technologies Defined
Hldgs Inc
Superior Energy Com 868157108 $18,774 914,934 SH -- Shared- 1 914,934
Svcs Inc Defined
TRW Automotive Com 87264S106 $4,423 101,200 SH -- Shared- 1 101,200
Hldgs Corp Defined
Weatherford Reg Shs H27013103 $12,680 1,000,000 SH -- Shared- 1 1,000,000
International Defined
Lt
Wesco Aircraft Com 950814103 $737,845 54,014,987 SH -- Shared- 1 54,014,987
Hldgs Inc Defined
Willbros Group Com 969203108 $5,371 1,000,141 SH -- Shared- 1 1,000,141
Inc Defined
YRC Worldwide Note 984249AB8 $2,996 11,304,367 SH -- Shared- 1 11,304,367
Inc 10.000% Defined
3/3
YRC Worldwide Note 984249AC6 $8,359 16,718,923 SH -- Shared- 1 16,718,923
Inc 10.000% Defined
3/3
YRC Worldwide Com Par 984249607 $2,462 363,642 SH -- Shared- 1 363,642
Inc $.01 Defined
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LIST OF EXHIBITS
EXHIBIT NO. DESCRIPTION
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99 Power of Attorney
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EXHIBIT 99
POWER OF ATTORNEY
The undersigned understands that, from time to time, the Carlyle Companies
(defined below) are required to prepare, execute and file certain federal and
state securities laws filings.
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Curt Buser, Jeff Ferguson, David Pearson, Catherine Ziobro, R.
Rainey Hoffman, Joanne Cosiol, Monica Harris, Jeremy Anderson, Bruno De Gusmao,
Ann Siebecker, Andrea Pekala, Tom Mayrhofer, Orit Mizrachi, John Beczak, Rick
Kappler, Matt LoRusso, Rob Konigsberg, James Sloan, Anne Frederick, Norma Kuntz,
Victoria Jong, Erica Herberg or any of them signing singly, and with full power
of substitution, the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the name of each Carlyle Company and on behalf of
each Carlyle Company, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and any
other documents necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings with the SEC of Forms D
("Form D") required to be filed in accordance with Rule 503 ("Rule 503")
promulgated with respect to Sections 4(2), 4(6) and 3(b) of the Securities
Act of 1933 (the "1933 Act") and reports required by Sections 13(d) and
16(a) of the Securities Exchange Act of 1934 (the "1934 Act") or any rule
or regulation of the SEC;
(2) prepare and execute for and on behalf of each Carlyle Company, in the
undersigned's capacity as a Chairman, authorized person, officer and/or
director of each Carlyle Company, federal and state securities laws filings
including without limitation Forms D pursuant to Rule 503 and Schedules 13D
and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a)
of the 1934 Act and the rules thereunder;
(3) do and perform any and all acts for and on behalf of each Carlyle
Company which may be necessary or desirable to complete and execute any
such federal and state securities laws filings including without limitation
Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute
any amendment or amendments thereto, and timely file such form with the SEC
and the securities administrators of any state, the District of Columbia,
the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands
or their designees and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney
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and the rights and powers herein granted, whether the same needs to be executed,
taken or done by him in his capacity as a current or former member, partner,
shareholder, director or officer of any company, partnership, corporation,
organization, firm, branch or other entity connected with, related to or
affiliated with any of the entities constituting the Carlyle Companies or
entities that directly or indirectly hold interests in the Carlyle Companies.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with federal and state
securities laws, including without limitation Rule 503 of the 1933 Act or
Section 13 and Section 16 of the 1934 Act.
This Power of Attorney and all authority conferred hereby shall not be
terminated by operation of law, whether by the death or incapacity of the
undersigned or by occurrence of any other event. Actions taken by an
attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any
event described in the preceding sentence had not occurred, whether or not the
attorney-in-fact shall have received notice of such event. Notwithstanding the
foregoing, (i) in the event that an attorney-in-fact is no longer employed by
The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney
and all authority conferred hereby shall be immediately terminated with respect
to such Attorney, and (ii) the undersigned may terminate or revoke this Power of
Attorney at any time.
For purposes hereof, the "Carlyle Companies" shall consist of: (i) Carlyle
Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP Inc.,
Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., Carlyle Holdings II
GP L.L.C., Carlyle Holdings II L.P., Carlyle Holdings III GP Management L.L.C.,
Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle
Holdings III L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC
Group Cayman Investment Holdings Sub L.P., TC Group Cayman Sub L.P. and (ii) the
subsidiaries and affiliates of the foregoing in clause (i), including without
limitation investment funds sponsored directly or indirectly by one or more of
the Carlyle Companies.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 7th day of May, 2012.
/s/ Daniel A. D'Aniello
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Name: Daniel A. D'Aniello
Title: Chairman
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