KKR & Co. L.P. (Form: 8-K, Received: 07/27/2012 08:03:59)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 27, 2012

KKR & CO. L.P.
(Exact name of registrant as specified in its charter)

Delaware

001-34820

26-0426107

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9 West 57 th Street, Suite 4200
New York, New York

10019

(Address of principal executive offices)

(Zip Code)

(212) 750-8300
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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Item 2.02 Results of Operations

On July 27, 2012, KKR & Co. L.P. issued a press release announcing financial results for its second quarter ended June 30, 2012.

The press release is furnished as Exhibit 99.1 to this Report.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and the exhibit furnished by this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.
 

(d)      

Exhibits

Exhibit No. 

 

 

Description

Exhibit 99.1 Press release of KKR & Co. L.P., dated July 27, 2012, announcing results for the second quarter ended June 30, 2012 (This exhibit is furnished and not filed)
2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KKR & CO. L.P.

 

 

 

By: KKR Management LLC, its general partner

 
 

Date:

July 27, 2012

By:

/s/ William J. Janetschek

Name:

William J. Janetschek

Title:

Chief Financial Officer

3

EXHIBIT INDEX


Exhibit No.

Description

 
Exhibit 99.1

Press release of KKR & Co. L.P., dated July 27, 2012, announcing results for the second quarter ended June 30, 2012 (This exhibit is furnished and not filed)


4

Exhibit 99.1

KKR & Co. L.P. Announces Second Quarter 2012 Results

Strong investment appreciation drives meaningful economic net income

GAAP net income attributable to KKR & Co. L.P. was $146.3 million and $336.7 million for the quarter and six months ended June 30, 2012, respectively, up from $39.6 million and $199.2 million in the comparable periods of 2011.

Assets under management (“AUM”) totaled $61.5 billion as of June 30, 2012, down from $62.3 billion as of March 31, 2012.

Fee related earnings (“FRE”) were $69.8 million and $143.1 million for the quarter and six months ended June 30, 2012, respectively, down from $76.1 million and $202.3 million in the comparable periods of 2011.

Total distributable earnings were $406.1 million and $570.2 million for the quarter and six months ended June 30, 2012, respectively, up from $142.9 million and $450.7 million in the comparable periods of 2011.

Economic net income (“ENI”) was $546.1 million and $1,273.3 million for the quarter and six months ended June 30, 2012, respectively, up from $315.0 million and $1,057.5 million in the comparable periods of 2011.

After-tax ENI was $0.74 and $1.73 per adjusted unit for the quarter and six months ended June 30, 2012, respectively, up from $0.36 and $1.32 per adjusted unit in the comparable periods of 2011.

Book value was $6.5 billion on a segment basis as of June 30, 2012, representing $9.28 per adjusted unit.

KKR & Co. L.P. declares a second quarter distribution of $0.13 per common unit.

NEW YORK--(BUSINESS WIRE)--July 27, 2012-- KKR & Co. L.P. (NYSE: KKR) today reported its second quarter 2012 results.

For the quarter and six months ended June 30, 2012, the carrying value of KKR’s private equity investment portfolio appreciated 5.1% and 14.5%, respectively, driving meaningful ENI. ENI was $546.1 million and $1,273.3 million for the quarter and six months ended June 30, 2012, respectively, up from $315.0 million and $1,057.5 million in the comparable periods of 2011. The increase in both comparable periods was primarily due to greater investment income earned from our principal investments as well as a higher level of net carried interest earned from our private equity funds.

AUM and fee paying assets under management (“FPAUM”) were $61.5 billion and $47.2 billion, respectively as of June 30, 2012, both down slightly from March 31, 2012. The decreases in both AUM and FPAUM were primarily attributable to distributions to limited partners of our investment funds, largely offset by investment appreciation during the period and new capital raised. Neither of these measures includes capital-raising for our eleventh North American private equity fund nor our second Asian private equity fund.

Our infrastructure fund had a final close during the second quarter on over $1 billion, which, in addition to the $1.3 billion of already committed infrastructure-related separate accounts, brings total infrastructure committed capital to $2.4 billion. Our natural resources fund also had a close during the quarter, bringing total commitments to $1.25 billion, which, in addition to $350 million of capital outside the fund, brings total committed capital for natural resources to $1.6 billion.

During the second quarter of 2012, we announced an agreement to acquire Prisma Capital Partners LP and its affiliates (“Prisma”), a leading provider of customized hedge fund solutions. The transaction is expected to close in the fourth quarter 2012. As of April 1, 2012, Prisma had $7.8 billion of assets under management.

“In the second quarter, we completed or announced transactions which are expected to return over $4 billion of capital to our private equity investors, continued to grow our Asian private equity and Energy and Infrastructure platforms, and announced the Prisma acquisition,” said Henry R. Kravis and George R. Roberts, Co-Chairmen and Co-Chief Executive Officers of KKR. “Against a challenging economic and capital markets backdrop, we are pleased with our results.”

Note: Certain financial measures, including FRE, ENI, after-tax ENI, after-tax ENI per adjusted unit, fee related EBITDA, book value, cash and short-term investments and adjusted units, are not presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See Exhibits A and B for a reconciliation of such measures to financial results prepared in accordance with GAAP. See calculation and reconciliation of total distributable earnings under “Distribution Calculation.”


GAAP RESULTS

GAAP results for the quarter and six months ended June 30, 2012 included net income attributable to KKR & Co. L.P. of $146.3 million and $336.7 million, respectively, and net income attributable to KKR & Co. L.P. per common unit of $0.58 and $1.37, respectively, on a diluted basis. For the quarter and six months ended June 30, 2011, net income attributable to KKR & Co. L.P. was $39.6 million and $199.2 million, respectively, and net income attributable to KKR & Co. L.P. per common unit was $0.18 and $0.92, respectively, on a diluted basis. The increases in both comparable periods was primarily due to a higher level of investment appreciation recorded in net gains (losses) from investment activities in the condensed consolidated statements of operations. This increase in net gains (losses) from investment activities was partially offset by (i) a decrease in fees primarily due to lower monitoring and transaction fees and (ii) an increase in compensation and benefits expense. The increase in compensation and benefits expense was primarily attributable to a higher carry pool allocation as a result of the recognition of higher carried interest during the quarter and six months ended June 30, 2012 compared to the comparable periods in 2011.

SEGMENT RESULTS

Private Markets

AUM was $45.5 billion as of June 30, 2012, a decrease of $0.5 billion, or 1.1%, compared to AUM of $46.0 billion as of March 31, 2012. The decrease was primarily attributable to distributions to the limited partners of our private equity funds arising from realizations, partially offset by appreciation in the fair value of our private equity portfolio and to a lesser extent new capital raised.

FPAUM was $37.9 billion as of June 30, 2012, down slightly from $38.0 billion as of March 31, 2012. Unfavorable changes in foreign exchange related to euro-denominated commitments and invested capital and distributions to the limited partners of our private equity funds arising from realizations were offset by new capital raised during the period.

FRE was $36.2 million for the quarter ended June 30, 2012, a decrease of $1.6 million, or 4.2%, compared to FRE of $37.8 million for the quarter ended June 30, 2011. The decrease was primarily attributable to lower monitoring fees as a result of a $7.8 million termination payment on a monitoring agreement with a portfolio company during the second quarter of 2011, which impacted FRE by $1.9 million net of associated fee credits.

FRE was $74.0 million for the six months ended June 30, 2012, a decrease of $54.4 million, or 42.4%, compared to FRE of $128.4 million for the six months ended June 30, 2011. The decrease was primarily driven by (i) lower monitoring fees as a result of $76.6 million of termination payments on monitoring agreements with three portfolio companies during the six months ended June 30, 2011, which impacted FRE by $39.7 million net of associated fee credits and (ii) lower transaction fees during the six months ended June 30, 2012 as a result of closing relatively smaller transaction fee-generating investments, which in turn produced lower transaction fees.

ENI was $174.7 million for the quarter ended June 30, 2012, an increase of $46.5 million, or 36.3%, compared to ENI of $128.2 million for the quarter ended June 30, 2011. The increase was primarily attributable to higher net carried interest driven by a higher level of appreciation in our private equity portfolio.

ENI was $440.1 million for the six months ended June 30, 2012, an increase of $35.2 million, or 8.7%, compared to ENI of $404.9 million for the six months ended June 30, 2011. The increase was primarily driven by higher net carried interest resulting from a higher level of appreciation in our private equity portfolio, partially offset by the decrease in FRE discussed above.

Public Markets

AUM was $16.0 billion as of June 30, 2012, a decrease of $0.3 billion, or 1.8%, compared to AUM of $16.3 billion as of March 31, 2012. The decrease was primarily attributable to distributions to credit strategy investors partially offset by new capital raised. FPAUM was $9.3 billion as of June 30, 2012, unchanged from March 31, 2012, as new capital raised during the quarter was offset by distributions to credit strategy investors.

FRE was $12.3 million for the quarter ended June 30, 2012, a decrease of $8.5 million, or 40.9%, compared to FRE of $20.8 million for the quarter ended June 30, 2011. FRE was $27.7 million for the six months ended June 30, 2012, a decrease of $7.6 million, or 21.5%, compared to FRE of $35.3 million for the six months ended June 30, 2011. The decrease in both comparable periods was primarily due to lower incentive fees earned, partially offset by higher management fees related to new capital raised over the past year.

ENI was $6.8 million for the quarter ended June 30, 2012, a decrease of $14.6 million, or 68.2%, compared to ENI of $21.4 million for the quarter ended June 30, 2011. The decrease was primarily attributable to the decrease in FRE discussed above and to a lesser extent the reversal of previously recognized carried interest. ENI was $30.7 million for the six months ended June 30, 2012, a decrease of $6.5 million, or 17.5%, compared to ENI of $37.2 million for the six months ended June 30, 2011. The decrease was primarily driven by the decline in FRE discussed above.

Capital Markets and Principal Activities

FRE was $21.2 million for the quarter ended June 30, 2012, an increase of $3.7 million, or 21.1%, compared to FRE of $17.5 million for the quarter ended June 30, 2011. FRE was $41.5 million for the six months ended June 30, 2012, an increase of $2.9 million, or 7.5%, compared to FRE of $38.6 million for the six months ended June 30, 2011. The increase in both comparative periods was primarily driven by a higher level of overall capital markets transaction activity, partially offset by higher compensation expense, both of which reflect the growth and continued expansion of this business.


ENI was $364.5 million for the quarter ended June 30, 2012, an increase of $199.0 million, or 120.2%, compared to ENI of $165.5 million for the quarter ended June 30, 2011. ENI was $802.6 million for the six months ended June 30, 2012, an increase of $187.2 million, or 30.4%, compared to ENI of $615.4 million for the six months ended June 30, 2011. The increase in both comparative periods was primarily due to a higher level of investment income from our principal investments.

CAPITAL AND LIQUIDITY

As of June 30, 2012, KKR had $1,206.4 million of cash and short-term investments on a segment basis and $500.0 million of outstanding debt obligations under its senior notes. KKR’s availability for further borrowings was approximately $750.0 million (which does not include a $500.0 million revolving credit facility for use in its capital markets business that was undrawn as of June 30, 2012).

As of June 30, 2012, KKR’s portion of total uncalled commitments to its investment funds was $594.5 million, consisting of the following (amounts in thousands):

 
            Uncalled

Commitments

Private Markets

European Fund III $ 248,400
2006 Fund 109,400
Asian Fund 63,000
Infrastructure 38,800
E2 Investors (Annex Fund) 28,100
Natural Resources 13,400
China Growth Fund 6,400
Other Private Markets Commitments   3,800
Total Private Markets Commitments   511,300
 

Public Markets

Direct Lending Fund 46,300
Mezzanine Fund 29,400
Special Situations Vehicles   7,500
Total Public Markets Commitments   83,200
 
Total Uncalled Commitments $ 594,500
 

DISTRIBUTION

A distribution of $0.13 per common unit will be paid on August 21, 2012 to unitholders of record as of the close of business on August 6, 2012.

CONFERENCE CALL

A conference call to discuss KKR’s financial results will be held on Friday, July 27, 2012 at 10:00 a.m. EDT. The conference call may be accessed by dialing (877) 795-3638 (U.S. callers) or +1 (719) 325-4898 (non-U.S. callers); a pass code is not required. Additionally, the conference call will be broadcast live over the Internet and may be accessed through the Public Investors section of KKR’s website at http://ir.kkr.com/kkr_ir/kkr_events.cfm . A replay of the live broadcast will be available on KKR’s website or by dialing (888) 203-1112 (U.S. callers) and +1 (719) 457-0820 (non-U.S. callers), pass code 2450069, beginning approximately two hours after the broadcast.

From time to time, KKR may use its website as a channel of distribution of material company information. Financial and other important information regarding KKR is routinely posted and accessible on the Public Investors section of KKR’s website at http://ir.kkr.com/kkr_ir/alerts.cfm. In addition, you may automatically receive email alerts and other information about KKR by enrolling your email address at the “Email Alerts” area of the Public Investors section of the website.

ABOUT KKR

Founded in 1976 and led by Henry Kravis and George Roberts, KKR is a leading global investment firm with $61.5 billion in assets under management as of June 30, 2012. With offices around the world, KKR manages assets through a variety of investment funds and accounts covering multiple asset classes. KKR seeks to create value by bringing operational expertise to its portfolio companies and through active oversight and monitoring of its investments. KKR complements its investment expertise and strengthens interactions with investors through its client relationships and capital markets platform. KKR is publicly traded on the New York Stock Exchange (NYSE: KKR). For additional information, please visit KKR’s website at www.kkr.com .

FORWARD-LOOKING STATEMENTS

This release contains certain forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. The forward-looking statements are based on KKR’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to KKR or are within its control. If a change occurs, KKR’s business, financial condition, liquidity and results of operations, including but not limited to AUM, FPAUM, FRE, total distributable earnings, ENI, after-tax ENI, fee related EBITDA, committed and syndicated dollars invested, uncalled commitments, core interest expense, cash and short-term investments and book value, may vary materially from those expressed in the forward-looking statements. The following factors, among others, could cause actual results to vary from the forward-looking statements: the general volatility of the capital markets; failure to realize the benefits of or changes in KKR’s business strategies including the ability to consummate the acquisition of Prisma as contemplated, if at all, or to realize the anticipated synergies from the transaction; availability, terms and deployment of capital; availability of qualified personnel and expense of recruiting and retaining such personnel; changes in the asset management industry, interest rates or the general economy; underperformance of KKR's investments and decreased ability to raise funds; and the degree and nature of KKR’s competition. KKR does not undertake any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made except as required by law. In addition, KKR’s business strategy is focused on the long term and financial results are subject to significant volatility. Additional information about factors affecting KKR is available in KKR & Co. L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on February 27, 2012, and other filings with the SEC, which are available at www.sec.gov .


 
KKR
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (GAAP BASIS - UNAUDITED)
(Amounts in thousands, except common unit and per common unit amounts)
                     
 
Quarter Ended Six Months Ended
June 30, 2012 June 30, 2011 June 30, 2012 June 30, 2011
Revenues
Fees $ 112,360   $ 117,612   $ 228,667   $ 349,455  
 
Expenses
Compensation and Benefits 280,640 272,415 653,050 628,969
Occupancy and Related Charges 14,095 12,829 29,292 25,383
General, Administrative and Other   54,004     46,042     111,655     100,686  
Total Expenses   348,739     331,286     793,997     755,038  
 
Investment Income (Loss)
Net Gains (Losses) from Investment Activities 1,601,688 1,319,089 4,688,553 3,806,298
Dividend Income 79,919 31,215 252,858 36,023
Interest Income 87,892 88,749 164,091 154,117
Interest Expense   (16,884 )   (17,371 )   (34,889 )   (34,623 )
Total Investment Income (Loss)   1,752,615     1,421,682     5,070,613     3,961,815  
 
Income (Loss) Before Taxes 1,516,236 1,208,008 4,505,283 3,556,232
 
Income Taxes   11,093     25,605     28,165     56,388  
 
Net Income (Loss) 1,505,143 1,182,403 4,477,118 3,499,844
 
Net Income (Loss) Attributable to
Redeemable Noncontrolling Interests 3,285 - 8,557 -
Net Income (Loss) Attributable to
Noncontrolling Interests 1,355,597 1,142,782 4,131,864 3,300,658
       
Net Income (Loss) Attributable to KKR & Co. L.P. $ 146,261   $ 39,621   $ 336,697   $ 199,186  
 
Distributions Declared per KKR & Co. L.P. Common Unit $ 0.13 $ 0.11 $ 0.28 $ 0.32
 
Net Income (Loss) Attributable to KKR & Co. L.P. Per Common Unit
Basic $ 0.62 $ 0.18 $ 1.45 $ 0.92
Diluted (a) $ 0.58 $ 0.18 $ 1.37 $ 0.92
Weighted Average Common Units Outstanding
Basic 235,781,983 219,188,351 232,440,659 216,349,760
Diluted (a) 252,507,802 220,213,799 245,169,954 216,880,234
 
 
 
(a)   KKR Holdings L.P. units have been excluded from the calculation of diluted earnings per common unit given that the exchange of these units would proportionally increase KKR & Co. L.P.’s interests in KKR’s business and would have an anti-dilutive effect on earnings per common unit as a result of certain tax benefits KKR & Co. L.P. is assumed to receive upon the exchange.
 

 
KKR
STATEMENTS OF OPERATIONS AND OTHER SELECTED FINANCIAL INFORMATION
TOTAL REPORTABLE SEGMENTS (UNAUDITED)
(Amounts in thousands, except unit and per unit amounts)
 
        Quarter Ended     Six Months Ended
June 30, 2012     March 31, 2012     June 30, 2011 June 30, 2012     June 30, 2011
Fees
Management and incentive fees:
Management fees $ 129,626 $ 128,643 $ 126,229 $ 258,269 $ 253,779
Incentive fees   4,057       9,670       16,146       13,727       28,159  
Management and incentive fees   133,683       138,313       142,375       271,996       281,938  
 
Monitoring and transaction fees:
Monitoring fees 27,786 25,822 30,653 53,608 121,080
Transaction fees 43,706 44,298 34,885 88,004 122,161
Fee credits   (16,689 )     (19,343 )     (12,211 )     (36,032 )     (85,203 )
Net monitoring and transaction fees   54,803       50,777       53,327       105,580       158,038  
 
Total fees   188,486       189,090       195,702       377,576       439,976  
 
Expenses
Compensation and benefits 62,746 62,724 63,110 125,470 126,250
Occupancy and related charges 13,239 14,461 12,122 27,700 23,981
Other operating expenses   42,729       38,549       44,337       81,278       87,409  
Total expenses (a)   118,714       115,734       119,569       234,448       237,640  
 
Fee Related Earnings   69,772       73,356       76,133       143,128       202,336  
 
Investment income (loss)
Gross carried interest 282,874 469,364 201,384 752,238 533,505
Less: allocation to KKR carry pool (112,553 ) (191,506 ) (79,591 ) (304,059 ) (219,106 )
Less: management fee refunds (b)   (32,804 )     (40,708 )     (31,905 )     (73,512 )     (36,709 )
Net carried interest 137,517 237,150 89,888 374,667 277,690
Other investment income (loss)   340,103       419,907       149,956       760,010       580,131  
Total investment income (loss)   477,620       657,057       239,844       1,134,677       857,821  
 
Income (Loss) before noncontrolling interests
in Income of consolidated entities 547,392 730,413 315,977 1,277,805 1,060,157
Income (Loss) attributable to
noncontrolling interests   1,277       3,211       951       4,488       2,611  
 
Economic Net Income (Loss) $ 546,115     $ 727,202     $ 315,026     $ 1,273,317     $ 1,057,546  
 
Provision for Income Taxes 25,857 43,383 69,721 69,240 158,460
 
Economic Net Income (Loss), After Taxes (c) $ 520,258     $ 683,819     $ 245,305     $ 1,204,077     $ 899,086  
 
Economic Net Income (Loss), After Taxes per Adjusted Unit (c) $ 0.74 $ 0.99 $ 0.36 $ 1.73 $ 1.32
                                           
Assets Under Management $ 61,488,900 $ 62,292,600 $ 61,940,200 $ 61,488,900 $ 61,940,200
Fee Paying Assets Under Management $ 47,200,500 $ 47,226,500 $ 46,435,900 $ 47,200,500 $ 46,435,900
Committed Dollars Invested and Syndicated Capital $ 680,200 $ 1,033,000 $ 497,100 $ 1,713,200 $ 1,624,200
Uncalled Commitments         $ 10,610,300         $ 11,015,100         $ 13,698,900         $ 10,610,300         $ 13,698,900  
                                           

Other Information

Fee Related Earnings $ 69,772 $ 73,356 $ 76,133 $ 143,128 $ 202,336
Plus: depreciation and amortization   3,093       2,553       2,609       5,646       5,250  
Fee Related EBITDA $ 72,865     $ 75,909     $ 78,742     $ 148,774     $ 207,586  
 
Distributed Earnings $ 104,548 $ 111,486 $ 103,248 $ 216,034 $ 296,186
Plus: Net realized principal investment income   301,580       52,618       39,681       354,198       154,524  
Total Distributable Earnings (c) $ 406,128     $ 164,104     $ 142,929     $ 570,232     $ 450,710  
 
GAAP interest expense $ 16,884 $ 18,005 $ 17,371 $ 34,889 $ 34,623
Less: interest expense related to debt obligations
from investment financing arrangements   7,461       8,073     6,772       15,534       13,329  
Core Interest Expense (c) $ 9,423     $ 9,932     $ 10,599     $ 19,355     $ 21,294  
                                                               
 
     
 
(a) Excludes a $14.1 million, $16.3 million and $4.4 million charge for non-cash equity based compensation during the quarters ended June 30, 2012, March 31, 2012, and June 30, 2011, respectively, associated with equity awards granted under the KKR & Co. L.P. 2010 Equity Incentive Plan. In addition, excludes a $30.4 million and $4.4 million charge for non-cash equity based compensation during the six months ended June 30, 2012 and 2011, respectively, associated with equity awards granted under the KKR & Co. L.P. 2010 Equity Incentive Plan.
 
(b) As of June 30, 2012, $49.0 million of carried interest is subject to management fee refunds, which may reduce carried interest in future periods.
 
(c) See definitions for after-tax ENI, adjusted units, total distributable earnings, and core interest expense under “Notes to Reportable Segments.”
 

 
KKR
STATEMENTS OF OPERATIONS AND OTHER SELECTED FINANCIAL INFORMATION
PRIVATE MARKETS SEGMENT (UNAUDITED)
(Amounts in thousands)
 
        Quarter Ended     Six Months Ended
June 30, 2012     March 31, 2012     June 30, 2011 June 30, 2012     June 30, 2011
Fees
Management and incentive fees:
Management fees $ 107,170 $ 106,912 $ 106,679 $ 214,082 $ 216,936
Incentive fees   -       -       -       -       -  
Management and incentive fees   107,170       106,912       106,679       214,082       216,936  
 
Monitoring and transaction fees:
Monitoring fees 27,786 25,822 30,653 53,608 121,080
Transaction fees 10,768 11,667 8,132 22,435 61,310
Fee credits   (15,642 )     (17,706 )     (12,113 )     (33,348 )     (82,900 )
Net monitoring and transaction fees   22,912       19,783       26,672       42,695       99,490  
 
Total fees   130,082       126,695       133,351       256,777       316,426  
 
Expenses
Compensation and benefits 45,991 44,486 46,205 90,477 92,180
Occupancy and related charges 11,633 12,805 10,944 24,438 21,519
Other operating expenses   36,230       31,675       38,424       67,905       74,308  
Total expenses   93,854       88,966       95,573       182,820       188,007  
 
Fee Related Earnings   36,228       37,729       37,778       73,957       128,419  
 
Investment income (loss)
Gross carried interest 291,786 454,505 201,331 746,291 530,378
Less: allocation to KKR carry pool (116,118 ) (185,562 ) (79,570 ) (301,680 ) (217,855 )
Less: management fee refunds   (32,804 )     (40,708 )     (31,905 )     (73,512 )     (36,709 )
Net carried interest 142,864 228,235 89,856 371,099 275,814
Other investment income (loss)   (3,990 )     1,652       690       (2,338 )     1,757  
Total investment income (loss)   138,874       229,887       90,546       368,761       277,571  
 
Income (Loss) before noncontrolling interests
in Income of consolidated entities 175,102 267,616 128,324 442,718 405,990
Income (Loss) attributable to
noncontrolling interests   358       2,296       168       2,654       1,095  
 
Economic Net Income (Loss) $ 174,744     $ 265,320     $ 128,156     $ 440,064     $ 404,895  
 
Assets Under Management $ 45,528,100 $ 45,986,400 $ 47,071,900 $ 45,528,100 $ 47,071,900
Fee Paying Assets Under Management $ 37,858,300 $ 37,974,800 $ 38,430,300 $ 37,858,300 $ 38,430,300
Committed Dollars Invested $ 606,300 $ 576,200 $ 420,300 $ 1,182,500 $ 1,230,000
Uncalled Commitments $ 9,304,500 $ 9,596,700 $ 12,456,800 $ 9,304,500 $ 12,456,800
 

 
KKR
STATEMENTS OF OPERATIONS AND OTHER SELECTED FINANCIAL INFORMATION
PUBLIC MARKETS SEGMENT (UNAUDITED)
(Amounts in thousands)
 
          Quarter Ended       Six Months Ended
June 30, 2012       March 31, 2012       June 30, 2011 June 30, 2012       June 30, 2011
Fees
Management and incentive fees:
Management fees $ 22,456 $ 21,731 $ 19,550 $ 44,187 $ 36,843
Incentive fees   4,057     9,670     16,146     13,727     28,159  
Management and incentive fees   26,513     31,401     35,696     57,914     65,002  
 
Monitoring and transaction fees:
Monitoring fees - - - - -
Transaction fees 1,319 2,422 356 3,741 4,085
Fee credits   (1,047 )   (1,637 )   (98 )   (2,684 )   (2,303 )
Net monitoring and transaction fees   272     785     258     1,057     1,782  
 
Total fees   26,785     32,186     35,954     58,971     66,784  
 
Expenses
Compensation and benefits 9,229 11,382 10,664 20,611 21,823
Occupancy and related charges 1,366 1,418 818 2,784 1,773
Other operating expenses   3,880     3,977     3,634     7,857     7,842  
Total expenses   14,475     16,777     15,116     31,252     31,438  
 
Fee Related Earnings   12,310     15,409     20,838     27,719     35,346  
 
Investment income (loss)
Gross carried interest (8,912 ) 14,859 53 5,947 3,127
Less: allocation to KKR carry pool 3,565 (5,944 ) (21 ) (2,379 ) (1,251 )
Less: management fee refunds   -     -     -     -     -  
Net carried interest (5,347 ) 8,915 32 3,568 1,876
Other investment income (loss)   (12 )   (23 )   661     (35 )   310  
Total investment income (loss)   (5,359 )   8,892     693     3,533     2,186  
 
Income (Loss) before noncontrolling interests
in Income of consolidated entities 6,951 24,301 21,531 31,252 37,532
Income (Loss) attributable to
noncontrolling interests   123     431     178     554     316  
 
Economic Net Income (Loss) $ 6,828   $ 23,870   $ 21,353   $ 30,698   $ 37,216  
 
Assets Under Management $ 15,960,800 $ 16,306,200 $ 14,868,300 $ 15,960,800 $ 14,868,300
Fee Paying Assets Under Management $ 9,342,200 $ 9,251,700 $ 8,005,600 $ 9,342,200 $ 8,005,600
Committed Dollars Invested $ 73,900 $ 206,200 $ 76,800 $ 280,100 $ 394,200
Uncalled Commitments $ 1,305,800 $ 1,418,400 $ 1,242,100 $ 1,305,800 $ 1,242,100
 

 
KKR
STATEMENTS OF OPERATIONS AND OTHER SELECTED FINANCIAL INFORMATION
CAPITAL MARKETS AND PRINCIPAL ACTIVITIES SEGMENT (UNAUDITED)
(Amounts in thousands)
 
          Quarter Ended       Six Months Ended
June 30, 2012       March 31, 2012       June 30, 2011 June 30, 2012       June 30, 2011
Fees
Management and incentive fees:
Management fees $ - $ - $ - $ - $ -
Incentive fees   -   -   -   -   -
Management and incentive fees   -   -   -   -   -
 
Monitoring and transaction fees:
Monitoring fees - - - - -
Transaction fees 31,619 30,209 26,397 61,828 56,766
Fee credits   -   -   -   -   -
Net monitoring and transaction fees   31,619   30,209   26,397   61,828   56,766
 
Total fees   31,619   30,209   26,397   61,828   56,766
 
Expenses
Compensation and benefits 7,526 6,856 6,241 14,382 12,247
Occupancy and related charges 240 238 360 478 689
Other operating expenses   2,619   2,897   2,279   5,516   5,259
Total expenses   10,385   9,991   8,880   20,376   18,195
 
Fee Related Earnings   21,234   20,218   17,517   41,452   38,571
 
Investment income (loss)
Gross carried interest - - - - -
Less: allocation to KKR carry pool - - - - -
Less: management fee refunds   -   -   -   -   -
Net carried interest - - - - -
Other investment income (loss)   344,105   418,278   148,605   762,383   578,064
Total investment income (loss)   344,105   418,278   148,605   762,383   578,064
 
Income (Loss) before noncontrolling interests
in Income of consolidated entities 365,339 438,496 166,122 803,835 616,635
Income (Loss) attributable to
noncontrolling interests   796   484   605   1,280   1,200
 
Economic Net Income (Loss) $ 364,543 $ 438,012 $ 165,517 $ 802,555 $ 615,435
 
 
Syndicated Capital $ - $ 250,600 $ - $ 250,600 $ 428,700
 

 
KKR
STATEMENTS OF OPERATIONS
TOTAL REPORTABLE SEGMENTS - ACTUAL (UNAUDITED)
Quarter Ended June 30, 2012
(Amounts in thousands)
 
 
                      Capital Markets       Total
Private Markets Public Markets and Principal Reportable
Segment Segment Activities Segment Segments
 
Fees
Management and incentive fees:
Management fees $ 107,170 $ 22,456 $ - $ 129,626
Incentive fees   -     4,057     -   4,057  
Management and incentive fees   107,170     26,513     -   133,683  
 
Monitoring and transaction fees:
Monitoring fees 27,786 - - 27,786
Transaction fees 10,768 1,319 31,619 43,706
Fee credits   (15,642 )   (1,047 )   -   (16,689 )
Net monitoring and transaction fees   22,912     272     31,619   54,803  
 
Total fees   130,082     26,785     31,619   188,486  
 
Expenses
Compensation and benefits 45,991 9,229 7,526 62,746
Occupancy and related charges 11,633 1,366 240 13,239
Other operating expenses   36,230     3,880     2,619   42,729  
Total expenses   93,854     14,475     10,385   118,714  
 
Fee Related Earnings   36,228     12,310     21,234   69,772  
 
Investment income (loss)
Gross carried interest 291,786 (8,912 ) - 282,874
Less: allocation to KKR carry pool (116,118 ) 3,565 - (112,553 )
Less: management fee refunds   (32,804 )   -     -   (32,804 )
Net carried interest 142,864 (5,347 ) - 137,517
Other investment income (loss)   (3,990 )   (12 )   344,105   340,103  
Total investment income (loss)   138,874     (5,359 )   344,105   477,620  
 
Income (Loss) before noncontrolling interests
in Income of consolidated entities 175,102 6,951 365,339 547,392
Income (Loss) attributable to
noncontrolling interests 358 123 796 1,277
       
Economic Net Income (Loss) $ 174,744   $ 6,828   $ 364,543 $ 546,115  
 

 
KKR
STATEMENTS OF OPERATIONS
TOTAL REPORTABLE SEGMENTS - ACTUAL (UNAUDITED)
Quarter Ended March 31, 2012
(Amounts in thousands)
 
 
                      Capital Markets       Total
Private Markets Public Markets and Principal Reportable
Segment Segment Activities Segment Segments
 
Fees
Management and incentive fees:
Management fees $ 106,912 $ 21,731 $ - $ 128,643
Incentive fees   -     9,670     -   9,670  
Management and incentive fees   106,912     31,401     -   138,313  
 
Monitoring and transaction fees:
Monitoring fees 25,822 - - 25,822
Transaction fees 11,667 2,422 30,209 44,298
Fee credits   (17,706 )   (1,637 )   -   (19,343 )
Net monitoring and transaction fees   19,783     785     30,209   50,777  
 
Total fees   126,695     32,186     30,209   189,090  
 
Expenses
Compensation and benefits 44,486 11,382 6,856 62,724
Occupancy and related charges 12,805 1,418 238 14,461
Other operating expenses   31,675     3,977     2,897   38,549  
Total expenses   88,966     16,777     9,991   115,734  
 
Fee Related Earnings   37,729     15,409     20,218   73,356  
 
Investment income (loss)
Gross carried interest 454,505 14,859 - 469,364
Less: allocation to KKR carry pool (185,562 ) (5,944 ) - (191,506 )
Less: management fee refunds   (40,708 )   -     -   (40,708 )
Net carried interest 228,235 8,915 - 237,150
Other investment income (loss)   1,652     (23 )   418,278   419,907  
Total investment income (loss)   229,887     8,892     418,278   657,057  
 
Income (Loss) before noncontrolling interests
in Income of consolidated entities 267,616 24,301 438,496 730,413
Income (Loss) attributable to
noncontrolling interests 2,296 431 484 3,211
       
Economic Net Income (Loss) $ 265,320   $ 23,870   $ 438,012 $ 727,202  
 

 
KKR
STATEMENTS OF OPERATIONS
TOTAL REPORTABLE SEGMENTS - ACTUAL (UNAUDITED)
Quarter Ended June 30, 2011
(Amounts in thousands)
 
 
                      Capital Markets       Total
Private Markets Public Markets and Principal Reportable
Segment Segment Activities Segment   Segments
 
Fees
Management and incentive fees:
Management fees $ 106,679 $ 19,550 $ - $ 126,229
Incentive fees   -     16,146     -   16,146  
Management and incentive fees   106,679     35,696     -   142,375  
 
Monitoring and transaction fees:
Monitoring fees 30,653 - - 30,653
Transaction fees 8,132 356 26,397 34,885
Fee credits   (12,113 )   (98 )   -   (12,211 )
Net monitoring and transaction fees   26,672     258     26,397   53,327  
 
Total fees   133,351     35,954     26,397   195,702  
 
Expenses
Compensation and benefits 46,205 10,664 6,241 63,110
Occupancy and related charges 10,944 818 360 12,122
Other operating expenses   38,424     3,634     2,279   44,337  
Total expenses   95,573     15,116     8,880   119,569  
 
Fee Related Earnings   37,778     20,838     17,517   76,133  
 
Investment income (loss)
Gross carried interest 201,331 53 - 201,384
Less: allocation to KKR carry pool (79,570 ) (21 ) - (79,591 )
Less: management fee refunds   (31,905 )   -     -   (31,905 )
Net carried interest 89,856 32 - 89,888
Other investment income (loss)   690     661     148,605   149,956  
Total investment income (loss)   90,546     693     148,605   239,844  
 
Income (Loss) before noncontrolling interests
in Income of consolidated entities 128,324 21,531 166,122 315,977
Income (Loss) attributable to
noncontrolling interests 168 178 605 951
       
Economic Net Income (Loss) $ 128,156   $ 21,353   $ 165,517 $ 315,026  
 

 
KKR
STATEMENTS OF OPERATIONS
TOTAL REPORTABLE SEGMENTS - ACTUAL (UNAUDITED)
Six Months Ended June 30, 2012
(Amounts in thousands)
 
 
                      Capital Markets       Total
Private Markets Public Markets and Principal Reportable
Segment Segment Activities Segment Segments
 
Fees
Management and incentive fees:
Management fees $ 214,082 $ 44,187 $ - $ 258,269
Incentive fees   -     13,727     -   13,727  
Management and incentive fees   214,082     57,914     -   271,996  
 
Monitoring and transaction fees:
Monitoring fees 53,608 - - 53,608
Transaction fees 22,435 3,741 61,828 88,004
Fee credits   (33,348 )   (2,684 )   -   (36,032 )
Net monitoring and transaction fees   42,695     1,057     61,828   105,580  
 
Total fees   256,777     58,971     61,828   377,576  
 
Expenses
Compensation and benefits 90,477 20,611 14,382 125,470
Occupancy and related charges 24,438 2,784 478 27,700
Other operating expenses   67,905     7,857     5,516   81,278  
Total expenses   182,820     31,252     20,376   234,448  
 

Fee Related Earnings

  73,957     27,719     41,452   143,128  
 
Investment income (loss)
Gross carried interest 746,291 5,947 - 752,238
Less: allocation to KKR carry pool (301,680 ) (2,379 ) - (304,059 )
Less: management fee refunds   (73,512 )   -     -   (73,512 )
Net carried interest 371,099 3,568 - 374,667
Other investment income (loss)   (2,338 )   (35 )   762,383   760,010  
Total investment income (loss)   368,761     3,533     762,383   1,134,677  
 
Income (Loss) before noncontrolling interests
in Income of consolidated entities 442,718 31,252 803,835 1,277,805
Income (Loss) attributable to
noncontrolling interests 2,654 554 1,280 4,488
       
Economic Net Income (Loss) $ 440,064   $ 30,698   $ 802,555 $ 1,273,317  
 

 
KKR
STATEMENTS OF OPERATIONS
TOTAL REPORTABLE SEGMENTS - ACTUAL (UNAUDITED)
Six Months Ended June 30, 2011
(Amounts in thousands)
 
 
                      Capital Markets       Total
Private Markets Public Markets and Principal Reportable
Segment Segment Activities Segment Segments
 
Fees
Management and incentive fees:
Management fees $ 216,936 $ 36,843 $ - $ 253,779
Incentive fees   -     28,159     -   28,159  
Management and incentive fees   216,936     65,002     -   281,938  
 
Monitoring and transaction fees:
Monitoring fees 121,080 - - 121,080
Transaction fees 61,310 4,085 56,766 122,161
Fee credits   (82,900 )   (2,303 )   -   (85,203 )
Net monitoring and transaction fees   99,490     1,782     56,766   158,038  
 
Total fees   316,426     66,784     56,766   439,976  
 
Expenses
Compensation and benefits 92,180 21,823 12,247 126,250
Occupancy and related charges 21,519 1,773 689 23,981
Other operating expenses   74,308       7,842     5,259   87,409  
Total expenses   188,007       31,438     18,195   237,640  
 
Fee Related Earnings   128,419     35,346     38,571   202,336  
 
Investment income (loss)
Gross carried interest 530,378 3,127 - 533,505
Less: allocation to KKR carry pool (217,855 ) (1,251 ) - (219,106 )
Less: management fee refunds   (36,709 )   -     -   (36,709 )
Net carried interest 275,814 1,876 - 277,690
Other investment income (loss)   1,757     310     578,064   580,131  
Total investment income (loss)   277,571     2,186     578,064   857,821  
 
Income (Loss) before noncontrolling interests
in Income of consolidated entities 405,990 37,532 616,635 1,060,157
Income (Loss) attributable to
noncontrolling interests 1,095 316 1,200 2,611
       
Economic Net Income (Loss) $ 404,895   $ 37,216   $ 615,435 $ 1,057,546  
 

 
KKR
BALANCE SHEETS
TOTAL REPORTABLE SEGMENTS (UNAUDITED)
(Amounts in thousands, except per unit amounts)
 
As of June 30, 2012
       

Private

Markets

Segment

   

Public

Markets

Segment

   

Capital

Markets and

Principal

Activities

Segment

 

Total

Reportable

Segments

 
Cash and short-term investments $ 224,965 $ 13,549 $ 967,922 $ 1,206,436
Investments - - 5,021,774

 

(a)

5,021,774
Unrealized carry 657,960 5,015 - 662,975
Other assets   171,826     61,478   64,436   297,740
Total assets $ 1,054,751   $ 80,042 $ 6,054,132 $ 7,188,925
 
Debt obligations $ - $ - $ 500,000 $ 500,000
Other liabilities   126,174     18,213   22,078   166,465
Total liabilities   126,174     18,213   522,078   666,465
 
Noncontrolling interests 1,080 430 18,146 19,656
       
Book value $ 927,497   $ 61,399 $ 5,513,908 $ 6,502,804
 
Book value per adjusted unit $ 1.32 $ 0.09 $ 7.87 $ 9.28
 
 
 
 
 
 
As of December 31, 2011

Private

Markets

Segment

Public

Markets

Segment

Capital

Markets and

Principal

Activities

Segment

Total

Reportable

Segments

 
Cash and short-term investments $ 296,717 $ 8,087 $ 684,637 $ 989,441
Investments - - 4,743,406 4,743,406
Unrealized carry 419,523 1,447 - 420,970
Other assets   139,432     58,360   63,799   261,591
Total assets $ 855,672   $ 67,894 $ 5,491,842 $ 6,415,408
 
Debt obligations $ - $ - $ 500,000 $ 500,000
Other liabilities   128,590     8,153   49,329   186,072
Total liabilities   128,590     8,153   549,329   686,072
 
Noncontrolling interests (1,358 ) 729 19,381 18,752
       
Book value $ 728,440   $ 59,012 $ 4,923,132 $ 5,710,584
 
Book value per adjusted unit $ 1.06 $ 0.09 $ 7.14 $ 8.29
 
     
 
(a) See Capital Markets and Principal Activities segment schedule of investments that follows on pages 16 and 17.
 

 
KKR
CAPITAL MARKETS AND PRINCIPAL ACTIVITIES SEGMENT SCHEDULE OF INVESTMENTS
(Amounts in thousands, except percentage amounts)
 
        As of June 30, 2012
Investment

 

            Fair Value as
Fair a Percentage of

Cost

Value   Total Investments
 
Co-Investments in Portfolio Companies of
Private Equity Investment Vehicles:
Alliance Boots GmbH $ 301,352 $ 561,154 11.2 %
Dollar General Corporation 78,220 473,371 9.4 %
HCA Inc. 171,227 460,255 9.2 %
Samson Resources Corporation 237,514 237,514 4.7 %
The Nielsen Company B.V. 134,603 234,610 4.7 %
NXP B.V. 207,964 183,041 3.6 %
US Foods 100,000 140,000 2.8 %
Biomet, Inc. 151,444 121,155 2.4 %
First Data Corporation 135,258 94,681 1.9 %
ProSiebenSat.1 Media AG 226,913 81,490 1.6 %
KION Group GmbH 128,058 70,498 1.4 %
Energy Future Holdings Corp. 200,000 10,000 0.2 %
PagesJaunes Groupe S.A.   235,201   - 0.0 %
  2,307,754   2,667,769 53.1 %
 
Private Equity Investment Vehicles
KKR 2006 Fund L.P. 775,530 850,903 16.9 %
KKR European Fund III L.P. 182,314 187,980 3.7 %
KKR Millennium Fund L.P. 141,384 145,314 2.9 %
KKR Asian Fund L.P. 96,535 135,696 2.7 %
KKR European Fund II L.P. 89,611 80,233 1.6 %
KKR European Fund L.P. 60,922 37,677 0.8 %
KKR E2 Investors, L.P. 12,187 18,938 0.4 %
KKR China Growth Fund L.P. 3,611 4,833 0.1 %
Co-Investment Vehicles   524   587 0.0 %
  1,362,618   1,462,161 29.1 %
 
Private Equity Total   3,670,372   4,129,930 82.2 %
 
Energy & Infrastructure Investment Vehicles
Royalties 44,674 44,674 0.9 %
Infrastructure Fund 16,029 15,832 0.3 %
Co-Investment Vehicles 10,477 11,467 0.2 %
Natural Resources   9,801   7,713 0.2 %
Energy & Infrastructure Total   80,981   79,686 1.6 %
 
Private Markets Total   3,751,353   4,209,616 83.8 %
 
Public Markets Investment Vehicles
Liquid Credit SMAs/Funds 170,000 187,138 3.7 %
Long/Short Equities Funds 100,000 98,352 2.0 %
Direct Lending 36,609 38,201 0.8 %
Special Situations Vehicles 16,449 17,415 0.3 %
Mezzanine Fund   15,253   17,016 0.3 %
Public Markets Total   338,311   358,122 7.1 %
 
Other   473,795   454,036 9.1 %
 
Total Investments $ 4,563,459 $ 5,021,774 100.0 %
 

 
KKR
CAPITAL MARKETS AND PRINCIPAL ACTIVITIES SEGMENT SCHEDULE OF INVESTMENTS, CONTINUED
(Amounts in thousands, except percentage amounts)
 

 

       

As of June 30, 2012

Investment

 

            Fair Value as
Fair a Percentage

Cost

Value   of Investments
 
Significant Aggregate Investments: (a)
Alliance Boots GmbH $ 352,382 $ 650,589 13.0 %
Dollar General Corporation 108,535 626,223 12.5 %
HCA Inc. 217,011 567,865 11.3 %
Samson Resources Corporation 283,143 283,143 5.6 %
The Nielsen Company B.V.   148,336   256,641 5.1 %
  1,109,407   2,384,461 47.5 %
 
Other investments   3,454,052   2,637,313 52.5 %
Total Investments $ 4,563,459 $ 5,021,774 100.0 %
 
 
Investments by Geography:
North America $ 2,807,769 $ 3,453,070 68.8 %
Europe 1,530,193 1,302,863 25.9 %
Asia-Pacific   225,497   265,841 5.3 %
Total Investments $ 4,563,459 $ 5,021,774 100.0 %
 
 
Investments by Industry:
Healthcare 817,934 1,418,190 28.2 %
Financial Services 1,149,743 1,069,935 21.3 %
Retail 365,088 891,646 17.8 %
Media/Telecom 753,558 472,536 9.4 %
Technology 395,553 389,890 7.8 %
Energy 656,431 380,193 7.6 %
Industrial 258,823 226,085 4.5 %
Consumer Products 103,327 100,041 2.0 %
Other   63,002   73,258 1.4 %
Total Investments $ 4,563,459 $ 5,021,774 100.0 %
 
     
 
(a) The significant aggregate investments include investments in portfolio companies with individual fair values of 5% or more of the Capital Markets and Principal Activities segment investments balance as of June 30, 2012. The fair value figures include the co-investment and the limited partner and/or general partner interests in the underlying portfolio company.
 

 
KKR
ASSETS UNDER MANAGEMENT AND FEE PAYING ASSETS UNDER MANAGEMENT
(Amounts in thousands)
 
 
Assets Under Management
       

Private Markets

Segment

     

Public Markets

Segment

   

Total

Reportable

Segments

Quarter Ended June 30, 2012

   
 
March 31, 2012 $ 45,986,400 $ 16,306,200 $ 62,292,600
 
New Capital Raised 397,400 495,500 892,900
Distributions (2,535,800 ) (730,100 )

(a)

 

(3,265,900 )
Foreign Exchange (114,400 ) - (114,400 )
Change in Value 1,794,500 (110,800 ) 1,683,700
     
June 30, 2012 $ 45,528,100   $ 15,960,800   $ 61,488,900  
 
 

Private Markets

Segment

 

Public Markets

Segment

 

Total

Reportable

Segments

Six Months Ended June 30, 2012

 
December 31, 2011 $ 43,627,900 $ 15,380,700 $ 59,008,600
 
New Capital Raised 456,900 990,400 1,447,300
Distributions (3,287,000 ) (851,900 )

(a)

 

(4,138,900 )
Foreign Exchange (63,200 ) - (63,200 )
Change in Value 4,793,500 441,600 5,235,100
     
June 30, 2012 $ 45,528,100   $ 15,960,800   $ 61,488,900  
 
 

Private Markets

Segment

 

Public Markets

Segment

 

Total

Reportable

Segments

Trailing Twelve Months Ended June 30, 2012

 
June 30, 2011 $ 47,071,900 $ 14,868,300 $ 61,940,200
 
New Capital Raised 1,987,800 2,198,100 4,185,900
Distributions (5,876,800 ) (1,538,700 )

(b)

 

(7,415,500 )
Foreign Exchange (326,700 ) - (326,700 )
Change in Value 2,671,900 433,100 3,105,000
     
June 30, 2012 $ 45,528,100   $ 15,960,800   $ 61,488,900  
 
 
 
Fee Paying Assets Under Management

Private Markets

Segment

 

Public Markets

Segment

 

Total

Reportable

Segments

Quarter Ended June 30, 2012

 
March 31, 2012 $ 37,974,800 $ 9,251,700 $ 47,226,500
 
New Capital Raised 395,800 494,900 890,700
Distributions (159,900 ) (460,400 )

(a)

 

(620,300 )
Foreign Exchange (346,000 ) - (346,000 )
Change in Value (6,400 ) 56,000 49,600
     
June 30, 2012 $ 37,858,300   $ 9,342,200   $ 47,200,500  
 
 
 

Private Markets

Segment

 

Public Markets

Segment

 

Total

Reportable

Segments

Six Months Ended June 30, 2012

 
December 31, 2011 $ 37,869,700 $ 8,527,600 $ 46,397,300
 
New Capital Raised 454,600 1,006,000 1,460,600
Distributions (283,200 ) (502,800 )

(a)

 

(786,000 )
Foreign Exchange (194,100 ) - (194,100 )
Change in Value 11,300 311,400 322,700
     
June 30, 2012 $ 37,858,300   $ 9,342,200   $ 47,200,500  
 
 

Private Markets

Segment

 

Public Markets

Segment

 

Total

Reportable

Segments

Trailing Twelve Months Ended June 30, 2012

 
June 30, 2011 $ 38,430,300 $ 8,005,600 $ 46,435,900
 
New Capital Raised 1,835,800 2,010,500 3,846,300
Distributions (1,433,100 ) (973,400 )

(b)

 

(2,406,500 )
Foreign Exchange (959,500 ) - (959,500 )
Change in Value (15,200 ) 299,500 284,300
     
June 30, 2012 $ 37,858,300   $ 9,342,200   $ 47,200,500  
 
 
(a) Includes $250.0 million of redemptions.
 
(b) Includes $550.0 million of redemptions.
 

 
KKR
INVESTMENT VEHICLE SUMMARY* (UNAUDITED)
As of June 30, 2012
(Amounts in millions, except percentages)
 
 
        Investment Period     Amount

Commencement

Date

  End Date Commitment   Uncalled Commitments  

Percentage

Committed by General

Partner

  Invested   Realized     Remaining Cost   Remaining Fair Value

Private Markets

               
 
Private Equity Funds
China Growth Fund 11/2010 11/2016 $ 1,010.0 $ 674.9 1.0 % $ 335.1 $ - $ 335.1 $ 429.2
E2 Investors (Annex Fund) 8/2009 11/2012 530.7 376.5 4.3 % 154.2 - 154.2 245.4
European Fund III 3/2008 3/2014 5,845.1 2,932.4 4.6 % 2,912.7 - 2,912.8 2,889.0
Asian Fund 7/2007 7/2013 3,983.2 1,195.5 2.5 % 2,787.7 211.1 2,642.3 4,322.0
2006 Fund 9/2006 9/2012 17,642.2 1,479.4 2.1 % 16,162.8 6,348.0 12,349.7 16,386.2
European Fund II 11/2005 10/2008 5,750.8 - 2.1 % 5,750.8 1,592.1 4,616.1 4,493.7
Millennium Fund 12/2002 12/2008 6,000.0 - 2.5 % 6,000.0 7,391.9 3,239.0 4,627.5
European Fund 12/1999 12/2005   3,085.4     - 3.2 %   3,085.4     8,325.6   95.2     455.9
Total Private Equity Funds 43,847.4 6,658.7 37,188.7 23,868.7 26,344.4 33,848.9
 
Co-Investment Vehicles Various Various   2,221.8     308.7 Various   1,913.1     1,160.4   1,632.7     2,630.7

Total Private Equity

  46,069.2     6,967.4   39,101.8     25,029.1   27,977.1     36,479.6
 
Energy & Infrastructure
Natural Resources Various Various 1,224.6 803.8 Various 420.8 24.7 412.1 335.8
Infrastructure Various Various 1,040.3 852.7 4.8 % 187.6 1.7 187.6 185.2
Co-Investment Vehicles Various Various   1,863.2     680.6 Various   1,182.6     110.3   1,182.6     1,293.2
Energy & Infrastructure Total   4,128.1     2,337.1   1,791.0     136.7   1,782.3     1,814.2
                 
Private Markets Total   50,197.3     9,304.5   40,892.8     25,165.8   29,759.4     38,293.8
 

Public Markets

 
Special Situations Vehicles Various Various 1,835.2 486.3 Various 1,348.9 113.9 1,348.9 1,414.3
Mezzanine Fund 3/2010 8/2015 987.0 644.3 4.6 % 342.7 11.1 342.7 373.4
Lending Partners 12/2011 12/2014 286.8 175.2 29.0 % 111.6 - 111.6 116.5
                 
Public Markets Total   3,109.0     1,305.8   1,803.2     125.0   1,803.2     1,904.2
 
Grand Total $ 53,306.3   $ 10,610.3 $ 42,696.0   $ 25,290.8 $ 31,562.6   $ 40,198.0
 

* Reflects investment vehicles for which KKR has the ability to earn carried interest.


KKR
DISTRIBUTION CALCULATION
(Amounts in thousands, except unit and per unit amounts)
 
 
        Quarter Ended       Six Months Ended
June 30,

2012

      March 31,

2012

      June 30,

2011

June 30,

2012

      June 30,

2011

 
FRE (a) $ 69,772 $ 73,356 $ 76,133 $ 143,128 $ 202,336
Realized cash carry 39,360 44,927 32,725 84,287 105,952
Net realized principal investment income 301,580 52,618 39,681 354,198 154,524
Less: local income taxes (3,307 ) (3,586 ) (4,659 ) (6,893 ) (9,491 )
Less: noncontrolling interests   (1,277 )   (3,211 )   (951 )   (4,488 )   (2,611 )
Total Distributable Earnings   406,128     164,104     142,929     570,232     450,710  
 
Less: net realized principal investment income (301,580 ) (52,618 ) (39,681 ) (354,198 ) (154,524 )
         
Distributed Earnings   104,548     111,486     103,248     216,034     296,186  
 
Distributed Earnings to KKR & Co. L.P. (b) 36,401 37,800 33,639 74,201 94,742
 
Less: estimated current corporate income taxes (4,268 ) (4,022 ) (8,492 ) (8,290 ) (23,089 )
         
Distributed Earnings to KKR & Co. L.P., After Taxes $ 32,133   $ 33,778   $ 25,147   $ 65,911   $ 71,653  
 
Distribution per KKR & Co. L.P. common unit 0.13 0.15 0.11 0.28 0.32
 
Outstanding KKR & Co. L.P common units   238,155,157     231,698,206     222,531,607  
 
 
 
(a) See Exhibit A for a reconciliation of such measure to financial results prepared in accordance with GAAP.
 
(b) Represents the amount of distributed earnings allocable to KKR & Co. L.P. based on its ownership in the KKR business as of June 30, 2012.
 

DISTRIBUTION POLICY

KKR intends to make quarterly cash distributions in amounts that in the aggregate are expected to constitute substantially all of the cash earnings of its investment management business each year in excess of amounts determined by KKR to be necessary or appropriate to provide for the conduct of its business, to make appropriate investments in its business and its investment funds and to comply with applicable law and any of its debt instruments or other agreements. KKR does not intend to distribute net realized principal investment income, other than certain additional distributions that KKR may determine to make. These additional distributions, if any, are intended to cover certain tax liabilities, as calculated by KKR. When KKR & Co. L.P. receives distributions from the KKR Group Partnerships (the holding companies of the KKR business), KKR Holdings receives its pro rata share of such distributions from the KKR Group Partnerships. For purposes of KKR’s distribution policy, its distributions are expected to consist of (i) FRE, (ii) carry distributions received from KKR’s investment funds which have not been allocated as part of its carry pool, and (iii) any additional distributions for certain taxes as described above. This amount is expected to be reduced by (i) corporate and applicable local taxes, if any, (ii) non-controlling interests, and (iii) amounts determined by KKR to be necessary or appropriate for the conduct of its business and other matters as discussed above.

The declaration and payment of any distributions are subject to the discretion of the board of directors of the general partner of KKR & Co. L.P. and the terms of its limited partnership agreement. There can be no assurance that distributions will be made as intended or at all or that such distributions will be sufficient to pay any particular KKR unit holder’s actual U.S. or non-U.S. tax liability.


KKR

Notes to Reportable Segments (Unaudited)

The reportable segments for KKR’s business are presented prior to giving effect to the allocation of income (loss) between KKR & Co. L.P. and KKR Holdings L.P. and as such represent the business in total .

KKR discloses the following financial measures in this earnings release that are calculated and presented using methodologies other than in accordance with GAAP. We believe that providing these performance measures on a supplemental basis to our GAAP results is helpful to investors in assessing the overall performance of KKR’s businesses. These financial measures should not be considered as a substitute for similar financial measures calculated in accordance with GAAP. We caution readers that these non-GAAP financial measures may differ from the calculations of other investment managers, and as a result, may not be comparable to similar measures presented by other investment managers. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included elsewhere within this earnings release.

Fee related earnings (“FRE”) is comprised of segment operating revenues less segment operating expenses and is used by management as an alternative measurement of the operating earnings of KKR and its business segments before investment income. We believe this measure is useful to investors as it provides additional insight into the operating profitability of our fee generating management companies and capital markets businesses. The components of FRE on a segment basis differ from the equivalent GAAP amounts on a consolidated basis as a result of: (i) the inclusion of management fees earned from consolidated funds that were eliminated in consolidation; (ii) the exclusion of fees and expenses of certain consolidated entities; (iii) the exclusion of charges relating to the amortization of intangible assets; (iv) the exclusion of charges relating to carry pool allocations; (v) the exclusion of non-cash equity charges and other non-cash compensation charges borne by KKR Holdings or incurred under the KKR & Co. L.P. 2010 Equity Incentive Plan; (vi) the exclusion of certain reimbursable expenses; and (vii) the exclusion of certain non-recurring items.

Economic net income (loss) (“ENI”) is a measure of profitability for KKR’s reportable segments and is used by management as an alternative measurement of the operating and investment earnings of KKR and its business segments. We believe this measure is useful to investors as it provides additional insight into the overall profitability of KKR’s businesses inclusive of investment income and carried interest. ENI is comprised of: (i) FRE; plus (ii) segment investment income (loss), which is reduced for carry pool allocations and management fee refunds; less (iii) certain economic interests in KKR’s segments held by third parties. ENI differs from net income (loss) on a GAAP basis as a result of: (i) the exclusion of the items referred to in FRE above; (ii) the exclusion of investment income (loss) relating to noncontrolling interests; and (iii) the exclusion of income taxes.

After-tax ENI is used to measure KKR’s implied ENI on a fully diluted basis. We believe this measure is useful to investors as it provides an indication of KKR’s ENI as if all outstanding KKR Holdings units had been exchanged for common units of KKR & Co. L.P. After-tax ENI is calculated by deducting from ENI the implied income tax provision that has been calculated assuming that all income is allocated to KKR & Co. L.P., which would occur following an exchange of all KKR Holdings units for common units of KKR & Co. L.P. The assumptions and methodology used to calculate the implied income tax provision are consistent with those used in calculating the tax provision for KKR & Co. L.P. under GAAP. The implied income tax provision does not give effect to any tax savings or deductions that may result from the exchange of KKR Holdings units.

Total distributable earnings is the sum of (i) FRE, (ii) carry distributions received from KKR’s investment funds which have not been allocated as part of its carry pool and (iii) net realized principal investment income; less (i) applicable local income taxes, if any, and (ii) noncontrolling interests. Net realized principal investment income includes, with respect to KKR’s principal investments (i) realized investment gains and losses, (ii) dividend income and (iii) interest income, net of interest expense, earned from KKR’s principal investments. KKR does not intend to distribute net realized principal investment income other than certain additional distributions that KKR may determine to make, which are intended to cover certain tax liabilities, as calculated by KKR. See “Distribution Policy.” We believe this measure is useful to investors as it provides a supplemental measure to assess performance, excluding the impact of mark-to-market gains (losses), and amounts available for distribution to KKR unitholders, subject to KKR’s distribution policy.

Assets under management (“AUM”) represent the assets from which KKR is entitled to receive fees or a carried interest and general partner capital. We believe this measure is useful to investors as it provides additional insight into KKR’s capital raising activities and the overall activity in its investment funds and vehicles. KKR calculates the amount of AUM as of any date as the sum of: (i) the fair value of the investments of KKR’s investment funds plus uncalled capital commitments from these funds; (ii) the fair value of investments in KKR’s co-investment vehicles; (iii) the net asset value of certain of KKR's fixed income products; (iv) the value of outstanding structured finance vehicles; and (v) the fair value of other assets managed by KKR. KKR’s definition of AUM is not based on any definition of AUM that may be set forth in the agreements governing the investment funds, vehicles or accounts that it manages or calculated pursuant to any regulatory definitions.

Fee paying AUM (“FPAUM”) represents only those assets under management from which KKR receives fees. We believe this measure is useful to investors as it provides additional insight into the capital base upon which KKR earns management fees. This relates to KKR’s capital raising activities and the overall activity in its investment funds and vehicles, for only those funds and vehicles where KKR receives fees (i.e., excluding vehicles that receive only carried interest or general partner capital). FPAUM is the sum of all of the individual fee bases that are used to calculate KKR’s fees and differs from AUM in the following respects: (i) assets from which KKR does not receive a fee are excluded (i.e., assets with respect to which it receives only carried interest) and (ii) certain assets, primarily in its private equity funds, are reflected based on capital commitments and invested capital as opposed to fair value because fees are not impacted by changes in the fair value of underlying investments.

Committed dollars invested is the aggregate amount of capital commitments that have been invested by KKR’s investment funds and carry-yielding co-investment vehicles and is used as a measure of investment activity for KKR and its business segments during a given period. We believe this measure is useful to investors as it provides additional insight into KKR’s investment of committed capital. Such amounts include: (i) capital invested by fund investors and co-investors with respect to which KKR is entitled to a fee or carried interest and (ii) capital invested by KKR’s investment funds and vehicles.


Syndicated capital is the aggregate amount of debt or equity capital in transactions originated by KKR investment funds and vehicles, which has been distributed to third parties in exchange for a fee. It does not include capital committed to such transactions by carry-yielding co-investment vehicles, which is instead reported in committed dollars invested. Syndicated capital is used as a measure of investment activity for KKR and its business segments during a given period, and we believe that this measure is useful to investors as it provides additional insight into levels of syndication activity in KKR’s Capital Markets and Principal Activities segment and across its investment platform.

Uncalled commitments are used as a measure of unfunded capital commitments that KKR’s investment funds and carry-paying co-investment vehicles have received from partners to contribute capital to fund future investments. We believe this measure is useful to investors as it provides additional insight into the amount of capital that is available to KKR’s investment funds and vehicles to make future investments.

Adjusted units are used as a measure of the total equity ownership of KKR that is held by KKR & Co. L.P. and KKR Holdings and represent the fully diluted unit count using the if-converted method. We believe this measure is useful to investors as it provides an indication of the total equity ownership of KKR as if all outstanding KKR Holdings units had been exchanged for common units of KKR & Co. L.P.

Core interest expense is used by management as an alternative measurement of interest expense incurred by KKR on a segment basis and excludes interest expense related to debt obligations from investment financing arrangements related to certain of KKR’s private equity funds, investment vehicles and principal investments. These financing arrangements are not direct obligations of the general partners of KKR’s private equity funds or its management companies. On a segment basis, interest expense is included in other investment income. We believe this measure is useful to investors as it provides an indication of the amount of interest expense borne by KKR excluding interest expense that is allocated to KKR’s investment funds and vehicles and other noncontrolling interest holders. Additionally, we believe this measure is useful for analyzing KKR’s ability to service its debt obligations.

Book value is a measure of the net assets of KKR’s reportable segments and is used by management primarily in assessing the unrealized value of our investment portfolio, including carried interest, as well as our overall liquidity position. We believe this measure is useful to investors as it provides additional insight into the assets and liabilities of KKR excluding the assets and liabilities that are allocated to noncontrolling interest holders. Book value differs from the equivalent GAAP amounts on a consolidated basis primarily as a result of the exclusion of ownership interests in consolidated investment vehicles and other entities that are attributable to noncontrolling interests.

Fee related EBITDA is comprised of FRE before the impact of depreciation of fixed assets and amortization of intangible assets and is used by management as a measure of the cash earnings of KKR and its business segments before investment income. We believe this measure is useful to investors as it provides additional insight into the amount of cash earnings generated by KKR’s management companies and capital markets businesses.

Cash and short-term investments represent cash and liquid short-term investments in high-grade, short-duration cash management strategies used by KKR to generate additional yield on our excess liquidity and is used by management in evaluating KKR’s liquidity position. We believe this measure is useful to investors as it provides additional insight into KKR’s available liquidity. Cash and short-term investments differ from cash and cash equivalents on a GAAP basis as a result of the inclusion of liquid short-term investments in cash and short-term investments.


 
KKR

EXHIBIT A

RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO KKR & CO. L.P. PER COMMON UNIT (GAAP BASIS - UNAUDITED)
TO AFTER TAX ENI PER ADJUSTED UNIT
(Amounts in thousands, except common unit and per common unit amounts)
                     
 
Quarter Ended Quarter Ended Quarter Ended
June 30, 2012 March 31, 2012 June 30, 2011
 
Net income (loss) attributable to KKR & Co. L.P. per common unit $ 0.62 $ 0.83 $ 0.18
Weighted Average Common Units Outstanding 235,781,983 229,099,335 219,188,351
Net income (loss) attributable to KKR & Co. L.P. 146,261 190,436 39,621

Plus: Net income (loss) attributable to noncontrolling

  interests held by KKR Holdings L.P.

292,833 404,191 128,026
Plus: Non-cash equity based charges 93,540 114,341 120,693
Plus: Amortization of intangibles and other, net 2,388 1,162 1,081
Plus: Income taxes   11,093   17,072   25,605

Economic net income (loss)

546,115 727,202 315,026
Less: Provision for income taxes   25,857   43,383   69,721
Economic net income (loss) after taxes 520,258 683,819 245,305
Adjusted units   700,720,686   692,097,188   684,043,456
Economic net income (loss) after taxes per adjusted unit $ 0.74 $ 0.99 $ 0.36
 
Six Months Ended Six Months Ended
June 30, 2012 June 30, 2011
 
Net income (loss) attributable to KKR & Co. L.P. per common unit $ 1.45 $ 0.92
Weighted Average Common Units Outstanding 232,440,659 216,349,760
Net income (loss) attributable to KKR & Co. L.P. 336,697 199,186

Plus: Net income (loss) attributable to noncontrolling

  interests held by KKR Holdings L.P.

697,024 536,930
Plus: Non-cash equity based charges 207,881 262,675
Plus: Amortization of intangibles and other, net 3,550 2,367
Plus: Income taxes   28,165   56,388
Economic net income (loss) 1,273,317 1,057,546
Less: Provision for income taxes   69,240   158,460
Economic net income (loss) after taxes 1,204,077 899,086
Adjusted units   696,408,937   683,543,217
Economic net income (loss) after taxes per adjusted unit $ 1.73 $ 1.32
 
 
 
RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO KKR & CO. L.P. (GAAP BASIS - UNAUDITED)
TO ECONOMIC NET INCOME (LOSS), FEE RELATED EARNINGS AND FEE RELATED EBITDA
(Amounts in thousands)
 
          Quarter Ended       Quarter Ended       Quarter Ended
June 30, 2012 March 31, 2012 June 30, 2011
 
Net income (loss) attributable to KKR & Co. L.P. $ 146,261 $ 190,436 $ 39,621

Plus: Net income (loss) attributable to noncontrolling

  interests held by KKR Holdings L.P.

292,833 404,191 128,026
Plus: Non-cash equity based charges 93,540 114,341 120,693
Plus: Amortization of intangibles and other, net 2,388 1,162 1,081
Plus: Income taxes   11,093   17,072     25,605  
Economic net income (loss) 546,115 727,202 315,026
Plus: Income attributable to segment noncontrolling interests 1,277 3,211 951
Less: Investment income (loss)   477,620   (657,057 )   (239,844 )
Fee related earnings 69,772 73,356 76,133
Plus: depreciation and amortization   3,093   2,553     2,609  
Fee related EBITDA $ 72,865 $ 75,909   $ 78,742  
 
Six Months Ended Six Months Ended
June 30, 2012 June 30, 2011
 
Net income (loss) attributable to KKR & Co. L.P. $ 336,697 $ 199,186

Plus: Net income (loss) attributable to noncontrolling

  interests held by KKR Holdings L.P.

697,024 536,930
Plus: Non-cash equity based charges 207,881 262,675
Plus: Amortization of intangibles and other, net 3,550 2,367
Plus: Income taxes   28,165   56,388  
Economic net income (loss) 1,273,317 1,057,546

Plus: Income attributable to segment noncontrolling interests

4,488 2,611
Less: Investment income (loss)   1,134,677   (857,821 )
Fee related earnings 143,128 202,336
Plus: depreciation and amortization   5,646   5,250  
Fee related EBITDA $ 148,774 $ 207,586  
 

 
KKR

EXHIBIT A (CONTINUED)

RECONCILIATION OF KKR & CO. L.P. PARTNERS' CAPITAL (GAAP BASIS - UNAUDITED)
TO BOOK VALUE AND BOOK VALUE PER ADJUSTED UNIT
(Amounts in thousands, except common unit and per common unit amounts)
 
 
          As of       As of
June 30, 2012 December 31, 2011
 
KKR & Co. L.P. partners’ capital $ 1,694,820 $ 1,328,698
 
Plus: Noncontrolling interests held by KKR Holdings L.P. 4,795,697 4,342,157
 
Plus: Equity impact of KKR Management Holdings Corp. and other   12,287   39,729
 
Book value 6,502,804 5,710,584
 
Adjusted units 700,703,787 689,392,861
   
Book value per adjusted unit $ 9.28 $ 8.29
 
 
 
RECONCILIATION OF CASH AND CASH EQUIVALENTS (GAAP BASIS - UNAUDITED)
TO CASH AND SHORT-TERM INVESTMENTS (SEGMENT BASIS)
(Amounts in thousands)
 
 
          As of       As of
June 30, 2012 December 31, 2011
 
Cash and cash equivalents $ 738,958 $ 843,261
 
Plus: Liquid short-term investments 467,478 146,180
   
Cash and short-term investments $ 1,206,436 $ 989,441
 

 
KKR

EXHIBIT B

 
RECONCILIATION OF WEIGHTED AVERAGE GAAP COMMON UNITS OUTSTANDING TO WEIGHTED AVERAGE ADJUSTED UNITS
 
The following table provides a reconciliation of KKR's Weighted Average GAAP Common Units Outstanding to Weighted Average Adjusted Units.
 
        Quarter Ended
June 30, 2012       March 31, 2012       June 30, 2011
Weighted Average GAAP Common Units Outstanding - Basic 235,781,983 229,099,335 219,188,351
Weighted Average Unvested Common Units(a) 16,725,819 8,732,771 1,025,448
Weighted Average GAAP Common Units Outstanding - Diluted 252,507,802 237,832,106 220,213,799
Adjustments:
Weighted Average KKR Holdings Units(b) 448,212,884 454,265,082 463,829,657
Weighted Average Adjusted Units 700,720,686 692,097,188 684,043,456
 
Six Months Ended
June 30, 2012 June 30, 2011
Weighted Average GAAP Common Units Outstanding - Basic 232,440,659 216,349,760
Weighted Average Unvested Common Units(a) 12,729,295 530,474
Weighted Average GAAP Common Units Outstanding - Diluted 245,169,954 216,880,234
Adjustments:
Weighted Average KKR Holdings Units(b) 451,238,983 466,662,983
Weighted Average Adjusted Units 696,408,937 683,543,217
 
 
 
RECONCILIATION OF GAAP COMMON UNITS OUTSTANDING TO ADJUSTED UNITS
 
The following table provides a reconciliation of KKR's GAAP Common Units Outstanding to Adjusted Units.
 
        As of       As of
June 30, 2012 December 31, 2011
GAAP Common Units Outstanding - Basic 238,155,157 227,150,182
Unvested Common Units(a) 16,701,915 6,028,444
GAAP Common Units Outstanding - Diluted 254,857,072 233,178,626
Adjustments:
KKR Holdings Units(b) 445,846,715 456,214,235
Adjusted Units 700,703,787 689,392,861
 
 
 
(a) Represents equity awards granted under the KKR & Co. L.P. 2010 Equity Incentive Plan. The issuance of common units of KKR & Co. L.P. pursuant to awards under its equity incentive plan dilutes KKR common unitholders and KKR Holdings pro rata in accordance with their respective percentage interests in the KKR business.
 
(b) Common units that may be issued by KKR & Co. L.P. upon exchange of units in KKR Holdings L.P. for KKR common units.
 

CONTACT:
Kohlberg Kravis Roberts & Co. L.P.
Investor Relations:
Craig Larson
+1-877-610-4910 (U.S.) / +1-212-230-9410
investor-relations@kkr.com
or
Media:
Kristi Huller, +1-212-750-8300
media@kkr.com

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