KKR & Co. Inc. (Form: 8-K, Received: 04/30/2019 06:50:06)




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): April 30, 2019

KKR & CO. INC.
(Exact name of registrant as specified in its charter)  
 
Delaware  
(State or other jurisdiction
of incorporation)
001-34820
(Commission
File Number)
26-0426107
(IRS Employer
Identification No.)
 
9 West 57 th  Street, Suite 4200, New York, NY  
(Address of principal executive office)
10019  
(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):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
o
 
Emerging growth company
o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 






Item 2.02    Results of Operations and Financial Condition

On April 30, 2019 , KKR & Co. Inc. (“KKR”) issued an earnings release announcing its financial results for the quarter ended March 31, 2019 .
The earnings 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






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. INC.

Date:
April 30, 2019
By:    /s/ William J. Janetschek          
Name: William J. Janetschek
Title: Chief Financial Officer
 
 
 









LOGOA02.JPG
KKR & Co. Inc. Reports First Quarter 2019 Results
__________________________________________________________________________________________________________________________________________________________________________
NEW YORK, April 30, 2019 - KKR & Co. Inc. (NYSE: KKR) today reported its first quarter 2019 results.

GAAP Net Income (Loss) Attributable to KKR & Co. Inc. Class A Common Stockholders was $701.0 million for the quarter ended March 31, 2019 . On a diluted basis, Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Class A Common Stock was $1.27 for the quarter ended March 31, 2019 . KKR & Co. Inc. Stockholders' Equity - Common Stockholders was $8.8 billion (1) as of March 31, 2019 , or $16.56 per outstanding share of Class A common stock.

After-tax Distributable Earnings and After-tax Distributable Earnings Per Adjusted Share (2) were $314.1 million and $0.38 , respectively, for the quarter ended March 31, 2019 .

Highlights


Monetization activity in Private Markets coupled with continued management fee growth drove After-tax Distributable Earnings of $314.1 million and $0.38 per adjusted share for the first quarter.
As of March 31, 2019 , Assets Under Management and Fee Paying Assets Under Management were $200 billion and $148 billion respectively, up 13% and 23%, respectively, compared to March 31, 2018. Uncalled commitments that will contribute to Fee Paying Assets Under Management as that capital is either invested or enters its investment period, was $20 billion.
Book value was $14.1 billion as of March 31, 2019 , or $16.99 per adjusted share.
Management fees for the quarter ended March 31, 2019 were $292 million , up 16% on a year-over-year basis.
KKR's regular dividend of $0.125 per share of Class A common stock was declared for the quarter ended March 31, 2019.
KKR's Board of Directors approved an increase to the available amount under our Share Repurchase Program to $500 million.

___________________________





“We had a good start to the year as investment performance led to meaningful book value growth,” said Henry R. Kravis and George R. Roberts, Co-Chairmen and Co-Chief Executive Officers of KKR. “Operating fundamentals across the firm remain strong evidenced by double-digit revenue and earnings growth over the trailing 12 months while Fee-Paying Assets Under Management increased 23% year-over-year.”





 
 
 
 
Note: Certain financial measures, including after-tax distributable earnings, book value, adjusted shares, adjusted shares eligible for distribution and outstanding adjusted shares, are not presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). After-tax distributable earnings and book value are among the segment measures provided in our GAAP financial statements. See information that follows for a reconciliation of such measures to financial results prepared in accordance with GAAP.

(1)
KKR & Co. Inc. Stockholders' Equity - Common Stockholders represents only that portion of the business held by KKR & Co. Inc. and does not include the economic interests that are held by KKR Holdings L.P. Our reportable segment is presented prior to giving effect to the allocation of ownership interests between KKR & Co. Inc. and KKR Holdings L.P. and as such represents the business in total.
(2)
Based on weighted average adjusted shares eligible for distribution.

Page 1



GAAP RESULTS COMMENTARY
Net Income (Loss) Attributable to KKR & Co. Inc. Class A Common Stockholders was $701.0 million for the quarter ended March 31, 2019 , compared to $170.1 million for the quarter ended March 31, 2018 .
Revenues were $1,187.5 million for the quarter ended March 31, 2019 , compared to $472.6 million for the quarter ended March 31, 2018 . The increase was primarily due to a higher level of capital allocation-based income in the current period.
Expenses for the quarter ended March 31, 2019 were $728.8 million , compared to $436.6 million for the comparable period of 2018 . The increase was primarily due to higher compensation resulting from a higher level of carried interest gains in the current period.
Total investment income (loss) was $1,335.9 million for the quarter ended March 31, 2019 , compared to $584.5 million for the quarter ended March 31, 2018 . The increase was primarily due to net investment gains that were recognized in the current quarter resulting primarily from a higher level of appreciation in the value of our investment portfolio.
KKR's conversion from a limited partnership to a corporation on July 1, 2018 (the "Conversion") resulted in KKR obtaining a partial step-up in the tax basis of certain assets that will be recovered as those assets are sold or the basis is amortized. KKR's overall tax provision is based on, among other things, the amount of such partial step-up in tax basis that is derived from an analysis of the basis of its former unitholders in their ownership of KKR common units at June 30, 2018. On the date of the Conversion, based on the information available to KKR at that time, KKR recorded an estimated net tax benefit and estimated net deferred tax asset of $257.1 million relating to this partial step-up in tax basis. Upon analysis of the basis of KKR's former unitholders in their ownership of KKR common units at June 30, 2018, based on the additional information made available to KKR after December 31, 2018, the final determination of the amount of partial step-up in tax basis resulted in an additional tax benefit of approximately $45.0 million.
SEGMENT RESULTS COMMENTARY
AFTER-TAX DISTRIBUTABLE EARNINGS
After-tax distributable earnings was $314.1 million for the quarter ended March 31, 2019 , compared with $235.7 million in the comparable prior period. The increase was primarily due to (i) an increase in Realized Carried Interest resulting from realizations within our Private Markets business line, (ii) an increase in net realized gains at our Principal Activities business line, reflecting higher net realizations in our private equity strategy, and (iii) an increase in management fees as described below. These increases were partially offset by an increase in compensation and benefits expense.
ASSETS UNDER MANAGEMENT
AUM was $199.5 billion as of March 31, 2019 compared to $194.7 billion as of December 31, 2018 . The increase was primarily attributable to $6.3 billion of new capital raised related to fundraising activities within our private equity, real estate, and leveraged credit strategies and an increase in value of our private equity portfolio. These increases were partially offset by realizations and distributions to limited partners in our private equity portfolio and distributions in various Public Markets strategies.
FEE PAYING ASSETS UNDER MANAGEMENT
FPAUM was $147.7 billion as of March 31, 2019 compared to $141.0 billion as of December 31, 2018 . The increase was primarily driven by new capital raised in our Private Markets business line, including our European Fund V entering its investment period, as well as various strategies in our Public Markets business line. The increase was partially offset by distributions made in our Public Markets business line and distributions to limited partners of our private equity funds arising from realizations.
MANAGEMENT FEES
Management fees were $292.3 million for the quarter ended March 31, 2019 , compared with $251.6 million in the comparable prior period. The increase in the period reflects an overall higher level of FPAUM in each of the Private Markets and Public Markets business lines.
BOOK VALUE PER SHARE
Book value per adjusted share was $16.99 as of March 31, 2019 , up 9% , compared with $15.57 as of December 31, 2018. The increase was primarily attributable to net appreciation in the value of our investment portfolio as well as after-tax distributable earnings, net of dividends to Class A common stockholders.

Page 2



DIVIDENDS AND OTHER
A dividend of $0.125 per share of Class A common stock has been declared for the first quarter of 2019, which will be paid on May 28, 2019 to holders of record of Class A common stock as of the close of business on May 13, 2019 . Under KKR's current dividend policy, KKR expects to pay its Class A common stockholders an annualized dividend of $0.50 per share of Class A common stock, equal to a quarterly dividend of $0.125 per share of Class A common stock.
A dividend of $0.421875 per share of Series A Preferred Stock has been declared and set aside for payment on June 17, 2019 to holders of record of Series A Preferred Stock as of the close of business on June 1, 2019. A dividend of $0.406250 per share of Series B Preferred Stock has been declared and set aside for payment on June 17, 2019 to holders of record of Series B Preferred Stock as of the close of business on June 1, 2019.
The declaration and payment of any future dividends on preferred or common stock will be subject to the discretion of the board of directors of KKR & Co. Inc. based on a number of factors, including KKR’s future financial performance and other considerations that the board deems relevant, the terms of KKR & Co. Inc.'s certificate of incorporation and applicable law.  There can be no assurance that future dividends will be made as intended or at all or that any particular dividend policy for Class A common stock will be maintained.

SHARE REPURCHASE ACTIVITY (1)  
KKR has authorized a repurchase program which may be used to repurchase shares in the open market as well as to reduce shares issuable to participants in its equity incentive plan. KKR's board of directors approved an increase to the available amount under our repurchase program to $500 million, which represented an increase of approximately $247 million from amounts remaining prior to the increase under the program. In total, as can be seen in the table below, KKR has used approximately $949 million to either repurchase shares or retire equity awards since the inception of KKR’s share repurchase plan on October 27, 2015 through April 29, 2019.

Share Repurchase Activity -- October 27, 2015 through April 29, 2019 (2)
(Amounts in millions, except per share amounts)
 
Inception to Date
Open Market Share Repurchases
 
$
40.6

Reduction of Shares Issuable to Participants (3)
 
14.9

Total Repurchased Shares and Retired Equity Awards
 
$
55.5

Total Capital Used
 
$
949

Average Price Paid Per Share (4)
 
$
17.10

Remaining Availability under Current Share Repurchase Plan
 
$
447


From December 31, 2018 through April 29, 2019, KKR used a total of approximately $82 million to repurchase 1.4 million shares in the open market and to retire equity awards representing 2.3 million shares that otherwise would have been issued to participants in the Equity Incentive Plans. During this period, open market purchases were made at an average cost of $20.85 per share.
 
 
 
 
(1)
References to the repurchase and reduction of shares relate to shares of KKR Class A common stock.
(2)
KKR & Co. Inc.'s initial repurchase authorization was announced on October 27, 2015.
(3)
Refers to the retirement of equity awards issued pursuant to the Amended and Restated KKR & Co. Inc. 2010 Equity Incentive Plan and the KKR & Co. Inc. 2019 Equity Incentive Plan (collectively the "Equity Incentive Plans").
(4)
Average price paid per share reflects total capital used to repurchase shares and to retire equity awards from inception to April 29, 2019 divided by the total number of repurchased shares and retired equity awards.

Page 3



CONFERENCE CALL
A conference call to discuss KKR's financial results will be held on Tuesday, April 30, 2019 at 10:00 a.m. ET. The conference call may be accessed by dialing (877) 303-2917 (U.S. callers) or +1 (253) 237-1135 (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 Investor Center 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 (855) 859-2056 (U.S. callers) or +1 (404) 537-3406 (non-U.S. callers), pass code 8478338, beginning approximately two hours after the broadcast.
A slide presentation containing supplemental commentary about KKR's financial results for the fiscal quarter ended March 31, 2019 may be accessed through the Investor Center of the KKR website at http://ir.kkr.com/kkr_ir/kkr_events.cfm . The presentation will be referenced on the conference call discussed above.
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 Investor Center for KKR & Co. Inc. at http://ir.kkr.com/kkr_ir/kkr_events.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 Investor Center on the website.

ABOUT KKR
KKR is a leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic partners that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR's website at www.kkr.com and on Twitter @KKR_Co.

FORWARD-LOOKING STATEMENTS
This release contains certain forward-looking statements. Forward-looking statements relate to expectations, estimates, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, including the statements with respect to the declaration and payment of dividends in future quarters and the timing, manner and volume of repurchase of Class A common stock pursuant to its repurchase program. The forward-looking statements are based on KKR’s beliefs, assumptions and expectations, 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 dividends, tax assets, tax liabilities, AUM, FPAUM, after-tax distributable earnings, capital invested, syndicated capital, uncalled commitments, cash and short-term investments, fee related earnings, segment EBITDA, core interest expense 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: whether KKR realizes all or any of the anticipated benefits from converting to a corporation and the timing of realizing such benefits; whether there are increased or unforeseen costs associated with the Conversion, including any adverse change in tax law; the volatility of the capital markets; failure to realize the benefits of or changes in KKR’s business strategies including the ability to realize the anticipated synergies from acquisitions, strategic partnerships or other transactions; 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. All forward-looking statements speak only as of the date hereof. 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. Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 15, 2019, quarterly reports on Form 10-Q for subsequent quarters and other filings with the SEC, which are available at www.sec.gov .
___________________________

CONTACT INFORMATION
Investor Relations:                                         
Craig Larson                        
Tel: +1-877-610-4910 (U.S.) / +1-212-230-9410            
investor-relations@kkr.com                     

Media:
Kristi Huller
Tel: +1-212-750-8300
media@kkr.co m

Page 4



KKR
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (GAAP BASIS - UNAUDITED)
(Amounts in thousands, except share and per share amounts)
 
 
 
 
 
Quarter Ended
 
 
March 31, 2019
 
March 31, 2018
Revenues
 
 
 
 
Fees and Other
 
$
372,548

 
$
394,394

Capital Allocation-Based Income
 
814,932

 
78,212

Total Revenues
 
1,187,480

 
472,606

Expenses
 
 
 
 
Compensation and Benefits
 
544,562

 
298,136

Occupancy and Related Charges
 
14,690

 
14,215

General, Administrative and Other
 
169,515

 
124,250

Total Expenses
 
728,767

 
436,601

Investment Income (Loss)
 
 
 
 
Net Gains (Losses) from Investment Activities
 
1,203,878

 
472,800

Dividend Income
 
22,625

 
33,064

Interest Income
 
358,511

 
298,256

Interest Expense
 
(249,088
)
 
(219,590
)
Total Investment Income (Loss)
 
1,335,926

 
584,530

 
 
 
 
 
Income (Loss) Before Taxes
 
1,794,639

 
620,535

 
 
 
 
 
Income Tax (Benefit)
 
167,593

 
17,641

 
 
 
 
 
Net Income (Loss)
 
1,627,046

 
602,894

 
 
 
 
 
Net Income (Loss) Attributable to Redeemable Noncontrolling Interests
 

 
25,674

Net Income (Loss) Attributable to Noncontrolling Interests
 
917,727

 
398,777

 
 
 
 
 
Net Income (Loss) Attributable to KKR & Co. Inc.
 
709,319

 
178,443

 
 
 
 
 
Preferred Stock Dividends
 
8,341

 
8,341

 
 
 
 
 
Net Income (Loss) Attributable to KKR & Co. Inc. Class A Common Stockholders
 
$
700,978

 
$
170,102

 
 
 
 
 
Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Class A Common Stock
 
 
 
 
Basic
 
$
1.31

 
$
0.36

Diluted (1)
 
$
1.27

 
$
0.32

Weighted Average Shares of Class A Common Stock Outstanding
 
 
 
 
Basic
 
533,892,474

 
487,704,838

Diluted (1)
 
550,046,440

 
535,918,274

 
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (GAAP BASIS - UNAUDITED)
(Amounts in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
As of
 
 
March 31, 2019
 
December 31, 2018
 
 
 
 
 
Assets
 
 
 
 
Cash and Cash Equivalents
 
$
1,808,368

 
$
1,751,287

Investments
 
45,795,254

 
44,907,982

Other Assets
 
4,400,397

 
4,084,106

Total Assets
 
52,004,019

 
50,743,375

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Debt Obligations
 
22,262,369

 
22,341,192

Other Liabilities
 
3,533,809

 
3,019,574

Total Liabilities
 
25,796,178

 
25,360,766

 
 
 
 
 
Redeemable Noncontrolling Interests
 

 
1,122,641

 
 
 
 
 
Stockholders' Equity
 
 
 
 
Preferred Stock
 
482,554

 
482,554

KKR & Co. Inc. Stockholders' Equity - Common Stockholders
 
8,839,817

 
8,167,056

Noncontrolling Interests
 
16,885,470

 
15,610,358

Total Equity
 
26,207,841

 
24,259,968

Total Liabilities and Equity
 
$
52,004,019

 
$
50,743,375

 
 
 
 
 
KKR & Co. Inc. Stockholders' Equity Per Outstanding Share of Class A Common Stock
 
$
16.56

 
$
15.27


 
 
 
 
(1)
KKR Holdings L.P. units have been excluded from the calculation of diluted earnings per share of Class A common stock since the exchange of these units would not dilute KKR’s respective ownership interests in the KKR Group Partnerships.


Page 5



KKR
SEGMENT RESULTS AND OTHER SELECTED FINANCIAL INFORMATION (UNAUDITED) (1)
(Amounts in thousands, except share and per share amounts)
 
 
 
 
 
 
 
 
Quarter Ended
 
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
Segment Revenues
 
 
 
 
 
 
Fees and Other, Net
 
 
 
 
 
 
Management Fees
 
$
292,296

 
$
279,444

 
$
251,585

Transaction Fees
 
186,727

 
367,685

 
156,845

Monitoring Fees
 
25,651

 
24,420

 
17,530

Fee Credits
 
(107,416
)
 
(101,154
)
 
(43,774
)
Total Fees and Other, Net
 
397,258


570,395

 
382,186

 
 
 
 
 
 
 
Realized Performance Income (Loss)
 
 
 
 
 
 
Carried Interest
 
330,345

 
259,394

 
202,555

Incentive Fees
 
19,537

 
86,271

 
16,407

Total Realized Performance Income (Loss)
 
349,882


345,665

 
218,962

 
 
 
 
 
 
 
Realized Investment Income (Loss)
 
 
 
 
 
 
Net Realized Gains (Losses)
 
44,712

 
78,943

 
7,875

Interest Income and Dividends
 
58,207

 
80,946

 
72,577

Total Realized Investment Income (Loss)
 
102,919

 
159,889

 
80,452

 
 
 
 
 
 
 
Total Segment Revenues
 
850,059

 
1,075,949

 
681,600

 
 
 
 
 
 
 
Segment Expenses
 
 
 
 
 
 
Compensation and Benefits (2)
 
340,286

 
395,282

 
300,480

Occupancy and Related Charges
 
13,957

 
14,203

 
13,583

Other Operating Expenses
 
74,910

 
98,753

 
57,905

Total Segment Expenses
 
429,153

 
508,238

 
371,968

 
 
 
 
 
 
 
Segment Operating Earnings
 
420,906

 
567,711

 
309,632

 
 
 
 
 
 
 
Interest Expense
 
44,130

 
47,017

 
50,192

Preferred Dividends
 
8,341

 
8,341

 
8,341

Income (Loss) Attributable to Noncontrolling Interests
 
359

 
4,250

 
1,203

Income Taxes Paid
 
53,993

 
47,980

 
14,168

After-tax Distributable   Earnings
 
$
314,083

 
$
460,123

 
$
235,728

 
 
 
 
 
 
 
Per Adjusted Share Eligible for Distribution
 
$
0.38

 
$
0.55

 
$
0.29

Weighted Average Adjusted Shares Eligible for Distribution
 
832,750,892

 
833,010,571

 
824,442,002

 
 
 
 
 
 
 
Assets Under Management
 
$
199,503,300

 
$
194,720,400

 
$
176,355,700

Fee Paying Assets Under Management
 
$
147,685,300

 
$
141,007,700

 
$
119,658,100

Capital Invested and Syndicated Capital
 
$
5,825,000

 
$
10,304,800


$
4,287,600

Uncalled Commitments
 
$
58,102,600

 
$
57,959,000


$
58,843,900

 
 
 
 
 
 
 
Fee Related Earnings
 
$
222,351

 
$
331,188

 
$
211,631


 
 
 
 
Note: See "Information on Key Segment & Other Measures" for more information about certain non-GAAP financial measures and Exhibit A for a reconciliation of such measures to the financial results presented in accordance with GAAP.

(1)
See Exhibit A for reconciliations of (i) Net Income (Loss) attributable to KKR & Co. Inc. Per Share of Class A Common Stock (GAAP basis) to After-tax Distributable Earnings, (ii) Total GAAP Revenues to Total Segment Revenues, and (iii) Total GAAP Expenses to Total Segment Expenses. See reconciliation of GAAP Shares of Class A Common Stock Outstanding to Adjusted Shares Eligible for Distribution in the information that follows.
(2)
Includes equity-based compensation of $54,885 , $57,016 , and $67,796 for the quarters ended March 31, 2019 , December 31, 2018 , and March 31, 2018 , respectively.

Page 6



KKR
SCHEDULE OF SEGMENT REVENUES AND OTHER SELECTED FINANCIAL INFORMATION (UNAUDITED)
(Amounts in thousands)
 
 
 
PRIVATE MARKETS BUSINESS LINE
 
 
 
 
 
Quarter Ended
 
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
Fees and Other, Net
 
 
 
 
 
 
Management Fees
 
$
183,221

 
$
174,470

 
$
158,190

Transaction Fees
 
99,017

 
114,780

 
46,689

Monitoring Fees
 
25,651

 
24,420

 
17,530

Fee Credits
 
(82,342
)
 
(81,278
)
 
(41,343
)
Total Fees and Other, Net
 
225,547

 
232,392

 
181,066

 
 
 
 
 
 
 
Realized Performance Income (Loss)
 
 
 
 
 
 
Carried Interest
 
330,345

 
259,394

 
202,555

Incentive Fees
 
675

 
1,041

 

Total Realized Performance Income (Loss)
 
$
331,020

 
$
260,435

 
$
202,555

 
 
 
 
 
 
 
Assets Under Management
 
$
108,119,500

 
$
103,396,500

 
$
102,240,200

Fee Paying Assets Under Management
 
$
71,570,300

 
$
66,830,000

 
$
61,506,200

Capital Invested  
 
$
3,259,200

 
$
4,337,600

 
$
2,366,700

Uncalled Commitments
 
$
48,428,400

 
$
48,160,900

 
$
50,300,500


PUBLIC MARKETS BUSINESS LINE
 
 
 
 
 
Quarter Ended
 
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
Fees and Other, Net
 
 
 
 
 
 
Management Fees
 
$
109,075

 
$
104,974

 
$
93,395

Transaction Fees
 
27,456

 
20,634

 
2,558

Fee Credits
 
(25,074
)
 
(19,876
)
 
(2,431
)
Total Fees and Other, Net
 
111,457

 
105,732

 
93,522

 
 
 
 
 
 
 
Realized Performance Income (Loss)
 
 
 
 
 
 
Carried Interest
 

 

 

Incentive Fees
 
18,862

 
85,230

 
16,407

Total Realized Performance Income (Loss)
 
$
18,862

 
$
85,230

 
$
16,407

 
 
 
 
 
 
 
Assets Under Management
 
$
91,383,800

 
$
91,323,900

 
$
74,115,500

Fee Paying Assets Under Management
 
$
76,115,000

 
$
74,177,700

 
$
58,151,900

Capital Invested
 
$
2,227,100

 
$
1,978,200

 
$
1,367,900

Uncalled Commitments
 
$
9,674,200

 
$
9,798,100

 
$
8,543,400


CAPITAL MARKETS BUSINESS LINE
 
 
 
 
 
Quarter Ended
 
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
Transaction Fees
 
$
60,254

 
$
232,271

 
$
107,598

 
 
 
 
 
 
 
Syndicated Capital
 
$
338,700


$
3,989,000


$
553,000


PRINCIPAL ACTIVITIES BUSINESS LINE
 
 
 
 
 
Quarter Ended
 
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
Realized Investment Income (Loss)
 
 
 
 
 
 
Net Realized Gains (Losses)
 
$
44,712

 
$
78,943

 
$
7,875

Interest Income and Dividends
 
58,207

 
80,946

 
72,577

Total Realized Investment Income (Loss)
 
$
102,919

 
$
159,889

 
$
80,452


Page 7



KKR
SEGMENT BALANCE SHEET (UNAUDITED)
(Amounts in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of
 
 
 
March 31, 2019
 
December 31, 2018
 
Cash and Short-term Investments
 
$
2,554,305

 
$
2,502,239

 
Investments
 
10,713,740

(1)
9,847,464

 
Unrealized Carried Interest
 
1,468,431

(2)
1,223,084

(2)
Corporate Real Estate
 
161,225

 
161,225

 
Tax Assets
 
429,505

 
561,114

 
Other Assets
 
3,443,358

 
3,292,510

 
Total Assets
 
$
18,770,564

 
$
17,587,636

 
 
 
 
 
 
 
Debt Obligations - KKR (ex-KFN)
 
$
2,363,636

 
$
2,367,801

 
Debt Obligations - KFN
 
948,517

 
948,517

 
Tax Liabilities
 
190,066

 
174,395

 
Other Liabilities
 
598,135

 
590,981

 
Total Liabilities
 
4,100,354

 
4,081,694

 
 
 
 
 
 
 
Noncontrolling Interests
 
22,004

 
25,382

 
Preferred Stock
 
500,000

 
500,000

 
 
 
 
 
 
 
Book Value
 
$
14,148,206

 
$
12,980,560

 
 
 
 
 
 
 
Book Value Per Adjusted Share
 
$
16.99

 
$
15.57

 
 
 
 
 
 
 

 
 
 
 
Note: As of March 31, 2019 , KKR had a $1.0 billion revolving credit facility, which was undrawn. In addition, KKR has $1.3 billion in revolving credit facilities for use in its capital markets business, which were undrawn as of March 31, 2019 .

(1)
See schedule of investments that follows on the next page.
(2)
The following table provides unrealized carried interest by business line:
 
 
As of
 
 
 
 
March 31, 2019
 
 
 
December 31, 2018
 
 
Private Markets Business Line
 
$
1,336,213

 
 
 
$
1,083,163

 
 
Public Markets Business Line
 
132,218

 
 
 
139,921

 
 
Total
 
$
1,468,431

 
 
 
$
1,223,084

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





Page 8



KKR
SEGMENT SCHEDULE OF INVESTMENTS (UNAUDITED) (1)
(Amounts in thousands, except percentage amounts)
 
 
As of March 31, 2019
 
 
 
Investments
 
Fair Value
 
 
 
Private Equity Funds / SMAs
 
$
3,569,296

Private Equity Co-Investments and Other Equity
 
2,998,425

Private Equity Total
 
6,567,721

 
 
 
Energy
 
679,216

Real Estate
 
837,973

Infrastructure
 
510,016

Real Assets Total
 
2,027,205

 
 
 
Special Situations
 
560,694

Private Credit
 
132,451

Alternative Credit Total
 
693,145

CLOs
 
635,934

Other Credit
 
234,827

Credit Total
 
1,563,906

 
 
 
Other
 
554,908

 
 
 
Total Investments
 
$
10,713,740

 
 
 
CHART-F59DD69817AD564A8ABA01.JPG


 
 
As of March 31, 2019
 
 
 
 
 
Significant Investments: (3)
 
Fair Value
 
Fair Value
as a % of Total Investments
First Data Corporation
 
$
1,534,049

 
14.3
%
USI, Inc.
 
650,144

 
6.1
%
Heartland Dental, LLC
 
362,706

 
3.4
%
PetVet Care Centers, LLC
 
340,463

 
3.2
%
KKR Real Estate Finance Trust Inc.
 
325,325

 
3.0
%
Total Significant Investments
 
3,212,687

 
30.0
%
 
 
 
 
 
Other Investments
 
7,501,053

 
70.0
%
Total Investments
 
$
10,713,740

 
100.0
%
 
 
 
 
 








 
 
 
 
(1)
Investments is a term used solely for purposes of financial presentation of a portion of KKR’s balance sheet and includes majority ownership of subsidiaries that operate KKR’s asset management and other businesses, including the general partner interests of KKR’s investment funds.
(2)
Private Equity includes KKR private equity funds, co-investments alongside such KKR sponsored private equity funds, core private equity funds and other opportunistic investments. However, equity investments in other asset classes, such as real estate, alternative credit, and energy appear in these other asset classes.
(3)
Significant Investments include the top five investments (other than investments expected to be syndicated or transferred in connection with new fundraising) based on their fair values as of March 31, 2019 . The fair value figures include the co-investment and the limited partner and/or general partner interests held by KKR in the underlying investment, if applicable.

Page 9



KKR
ASSETS UNDER MANAGEMENT (UNAUDITED)
(Amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Private Markets
Business Line
 
Public Markets
Business Line
 
Total
Quarter Ended March 31, 2019
 
 
 
 
 
 
December 31, 2018
 
$
103,396,500

 
$
91,323,900

 
$
194,720,400

New Capital Raised
 
2,695,900

 
3,595,100

 
6,291,000

Distributions and Other
 
(2,951,900
)
 
(3,613,900
)
(1)  
(6,565,800
)
Change in Value
 
4,979,000

 
78,700

 
5,057,700

March 31, 2019
 
$
108,119,500

 
$
91,383,800

 
$
199,503,300

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trailing Twelve Months Ended March 31, 2019
 
 
 
 
 
 
March 31, 2018
 
$
102,240,200

 
$
74,115,500

 
$
176,355,700

New Capital Raised
 
10,902,700

 
18,748,900

 
29,651,600

Impact of Other Transactions
 

 
12,039,600

(2)  
12,039,600

Distributions and Other
 
(13,450,800
)
(3)  
(11,098,700
)
(4)  
(24,549,500
)
Change in Value
 
8,427,400

 
(2,421,500
)
 
6,005,900

March 31, 2019
 
$
108,119,500

 
$
91,383,800

 
$
199,503,300


KKR
FEE PAYING ASSETS UNDER MANAGEMENT (UNAUDITED)
(Amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Private Markets
Business Line
 
Public Markets
Business Line
 
Total
Quarter Ended March 31, 2019
 
 
 
 
 
 
December 31, 2018
 
$
66,830,000

 
$
74,177,700

 
$
141,007,700

New Capital Raised
 
6,158,400

 
4,142,800

 
10,301,200

Distributions and Other
 
(1,096,100
)
 
(2,248,000
)
(5)  
(3,344,100
)
Net Changes in Fee Base of Certain Funds (6)
 
(320,800
)
 

 
(320,800
)
Change in Value
 
(1,200
)
 
42,500

 
41,300

March 31, 2019
 
$
71,570,300

 
$
76,115,000

 
$
147,685,300

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trailing Twelve Months Ended March 31, 2019
 
 
 
 
 
 
March 31, 2018
 
$
61,506,200

 
$
58,151,900

 
$
119,658,100

New Capital Raised
 
16,662,500

 
18,599,700

 
35,262,200

Impact of Other Transactions
 

 
12,039,600

(2)  
12,039,600

Distributions and Other
 
(5,296,100
)
 
(10,140,400
)
(7)  
(15,436,500
)
Net Changes in Fee Base of Certain Funds (6)
 
(1,361,100
)
 

 
(1,361,100
)
Change in Value
 
58,800

 
(2,535,800
)
 
(2,477,000
)
March 31, 2019
 
$
71,570,300

 
$
76,115,000

 
$
147,685,300

 
 
 
 
 
 
 
 
 
 
 
(1)
Includes $3,384.1 million of redemptions by fund investors.
(2)
Includes (i) $13,189.1 million of AUM and FPAUM managed by FS Investments in connection with the completion of the FS Investments transaction, (ii) KKR's incremental pro rata portion of AUM and FPAUM of $1,911.2 million managed by Marshall Wace LLP due to an additional 5% interest acquired by KKR on November 30, 2018 and (iii) a reduction of $3,060.7 million of AUM and FPAUM in connection with the sale of KKR's equity interest in Nephila Capital.
(3)
Includes $812.0 million of expired commitments that are no longer eligible to be called.
(4)
Includes $8,166.4 million of redemptions by fund investors.
(5)
Includes $1,588.6 million of redemptions by fund investors.
(6)
Represents the impact of certain funds entering their post-investment period.
(7)
Includes $6,370.9 million of redemptions by fund investors.

Page 10



KKR
INVESTMENT VEHICLE SUMMARY (UNAUDITED)
As of March 31, 2019
(Amounts in millions, except percentages)
 
 
Investment Period
 
Amount
 
Start
Date
End Date
 
Commitment
Uncalled
Commitments
Percentage
Committed
by General
Partner
Invested
Realized
Remaining
Cost
Remaining Fair Value
Private Markets Business Line
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Private Equity and Growth Funds
 
 
 
 
 
 
 
 
 
 
European Fund V
3/2019
(4)
 
$
5,252.2

$
5,252.2

7.6%
$

$

$

$

Asian Fund III
4/2017
4/2023
 
9,000.0

6,654.5

5.6%
2,345.5


2,345.5

2,988.2

Americas Fund XII
1/2017
1/2023
 
13,500.0

8,219.7

6.0%
5,299.0

89.0

5,295.1

5,819.6

Health Care Strategic Growth Fund
12/2016
12/2021
 
1,331.0

1,133.7

11.3%
197.3


197.3

294.6

Next Generation Technology Growth Fund
3/2016
3/2021
 
658.9

149.5

22.5%
509.4


509.4

969.9

European Fund IV
12/2014
3/2019
 
3,513.9

920.3

5.6%
2,686.4

461.2

2,303.2

3,834.1

Asian Fund II
4/2013
4/2017
 
5,825.0

626.2

1.3%
6,205.5

2,761.9

4,546.4

6,895.5

North America Fund XI
9/2012
1/2017
 
8,718.4

837.1

2.9%
9,315.3

9,361.8

5,555.4

9,370.3

China Growth Fund (1)
11/2010
11/2016
 
1,010.0


1.0%
1,010.0

726.9

579.1

580.9

European Fund III (1)
3/2008
3/2014
 
5,560.4

223.5

5.1%
5,336.9

10,374.7

436.1

520.2

Asian Fund (1)
7/2007
4/2013
 
3,983.3


2.5%
3,945.9

8,474.5

179.1

230.7

2006 Fund (1)
9/2006
9/2012
 
17,642.2

337.7

2.1%
17,304.5

29,816.6

3,592.7

5,723.8

European Fund II (1)
11/2005
10/2008
 
5,750.8


2.1%
5,750.8

8,479.3


58.8

Millennium Fund (1)
12/2002
12/2008
 
6,000.0


2.5%
6,000.0

14,123.1


6.1

Total Private Equity and Growth Funds
 
 
 
87,746.1

24,354.4

 
65,906.5

84,669.0

25,539.3

37,292.7

 
 
 
 
 
 
 
 
 
 
 
Co-Investment Vehicles and Other
Various
Various
 
9,750.6

4,305.3

Various
5,667.6

4,082.1

3,800.2

5,112.8

 
 
 
 
 
 
 
 
 
 
 
Total Private Equity
 
 
 
97,496.7

28,659.7

 
71,574.1

88,751.1

29,339.5

42,405.5

 
 
 
 
 
 
 
 
 
 
 
Real Assets
 
 
 
 
 
 
 
 
 
 
Energy Income and Growth Fund
9/2013
6/2018
 
1,974.2

59.3

12.9%
1,961.1

648.3

1,407.6

1,609.1

Natural Resources Fund (1)
Various
Various
 
887.4

1.7

Various
885.7

119.2

198.3

168.3

Global Energy Opportunities
Various
Various
 
979.2

329.4

Various
479.6

95.5

343.2

295.2

Global Infrastructure Investors
9/2011
10/2014
 
1,040.2

25.4

4.8%
1,047.6

1,295.2

377.9

553.0

Global Infrastructure Investors II
10/2014
6/2018
 
3,040.3

393.4

4.1%
2,877.0

339.5

2,614.8

3,334.4

Global Infrastructure Investors III
6/2018
6/2024
 
7,166.8

6,668.0

3.8%
498.8


498.8

466.6

Real Estate Partners Americas
5/2013
5/2017
 
1,229.1

352.7

16.3%
1,004.3

1,146.4

338.5

342.9

Real Estate Partners Americas II
5/2017
12/2020
 
1,921.2

1,308.0

7.8%
668.3

104.0

606.2

653.2

Real Estate Partners Europe
9/2015
6/2020
 
710.5

285.2

9.5%
438.5

22.3

422.1

518.0

Real Estate Credit Opportunity Partners
2/2017
4/2019
 
1,130.0

243.5

4.4%
886.5

71.5

886.5

916.1

Co-Investment Vehicles and Other
Various
Various
 
2,612.9

1,219.8

Various
1,393.1

706.2

1,389.9

1,619.8

Total Real Assets
 
 
 
22,691.8

10,886.4

 
12,140.5

4,548.1

9,083.8

10,476.6

 
 
 
 
 
 
 
 
 
 
 
Core Investment Vehicles
Various
Various
 
9,500.0

6,342.0

36.8%
3,158.0


3,158.0

3,941.6

 
 
 
 
 
 
 
 
 
 
 
Unallocated Commitments (2)
 
 
 
2,540.3

2,540.3

Various




 
 
 
 
 
 
 
 
 
 
 
Private Markets Total
 
 
 
132,228.8

48,428.4

 
86,872.6

93,299.2

41,581.3

56,823.7

 
 
 
 
 
 
 
 
 
 
 
Public Markets Business Line   (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alternative Credit
 
 
 
 
 
 
 
 
 
 
Special Situations Fund
12/2012
1/2016
 
2,274.3

1.6

11.6%
2,272.7

1,436.2

1,447.4

1,211.9

Special Situations Fund II
12/2014
3/2019
 
3,524.7

1,176.0

9.0%
2,348.7

176.8

2,348.7

2,412.8

Mezzanine Partners
3/2010
3/2015
 
1,022.8

108.9

4.4%
913.9

1,060.1

256.4

292.6

Private Credit Opportunities Partners II
12/2015
12/2020
 
2,245.1

1,231.8

2.2%
1,013.3

27.0

1,013.3

1,014.8

Lending Partners
12/2011
12/2014
 
460.2

54.9

15.2%
405.3

434.9

129.2

63.2

Lending Partners II
6/2014
6/2017
 
1,335.9

156.8

3.7%
1,179.1

1,009.1

590.3

518.6

Lending Partners III
4/2017
11/2021
 
1,497.8

1,065.6

1.7%
432.2

35.3

432.2

456.9

Lending Partners Europe
3/2015
3/2019
 
847.6

303.4

5.0%
544.2

93.4

544.2

510.4

Total Alternative Credit
 
 
 
13,208.4

4,099.0

 
9,109.4

4,272.8

6,761.7

6,481.2

 
 
 
 
 
 
 
 
 
 
 
Other Alternative Credit Vehicles
Various
Various
 
8,460.1

4,037.8

Various
4,422.3

2,859.7

2,965.8

3,032.0

 
 
 
 
 
 
 
 
 
 
 
Unallocated Commitments (2)
 
 
 
450.0

450.0

Various




 
 
 
 
 
 
 
 
 
 
 
Public Markets Total
 
 
 
22,118.5

8,586.8

 
13,531.7

7,132.5

9,727.5

9,513.2

 
 
 
 
 
 
 
 
 
 
 
Total Eligible To Receive Carried Interest
 
 
 
$
154,347.3

$
57,015.2

 
$
100,404.3

$
100,431.7

$
51,308.8

$
66,336.9

 
 
 
 

(1)
The "Invested" and "Realized" columns do not include the amounts of any realized investments that restored the unused capital commitments of the fund investors, if any.
(2)
Represents unallocated commitments from our strategic investor partnerships.
(3)
The "Commitment" and "Uncalled Commitments" columns include income that is eligible to be reinvested if permitted under the terms of the investment vehicle agreements.
(4)
Six years from first investment date.

Page 11



KKR
INVESTMENT VEHICLE SUMMARY (UNAUDITED) (CONTINUED)
As of March 31, 2019
(Amounts in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Uncalled
Commitments
 
Remaining
Fair Value
 
Total
 
 
 
 
 
 
 
Carried Interest Eligible
 
$
57,015.2

 
$
66,336.9

 
$
123,352.1

Incentive Fee Eligible
 
 
 
 
 
 
Hedge Fund Partnerships (1)
 

 
15,314.6

 
15,314.6

Business Development Companies (BDCs)
 

 
17,038.0

 
17,038.0

KKR Real Estate Finance Trust Inc.
 

 
1,171.9

 
1,171.9

Other
 

 
3,393.0

 
3,393.0

Total Carried Interest and Incentive Fee Eligible
 
57,015.2

 
103,254.4

 
160,269.6

Collateralized Loan Obligations (CLOs)
 

 
13,323.2

 
13,323.2

Leveraged Credit / Hedge Fund Partnerships (1)  / Other
 
1,087.4

 
24,823.1

 
25,910.5

Total Assets Under Management
 
$
58,102.6

 
$
141,400.7

 
$
199,503.3

 
 
 
 
(1)
Represents KKR's pro rata portion of AUM of hedge fund managers in which KKR holds a minority ownership interest. Total AUM for Hedge Fund Partnerships is $24,327.6 million , of which $15,314.6 million is incentive fee eligible.













KKR’S PORTION OF TOTAL UNCALLED COMMITMENTS TO ITS INVESTMENT FUNDS
(Amounts in thousands)
 
 
 
 
 
 
 
 
 
As of
 
 
March 31, 2019
 
 
 
December 31, 2018
Private Markets Business Line
 
$
4,797,700

 
 
 
$
4,966,600

Public Markets Business Line
 
289,200

 
 
 
307,400

Total
 
$
5,086,900

 
 
 
$
5,274,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 


Page 12



KKR
CLASS A COMMON STOCK OUTSTANDING AND ADJUSTED SHARES ELIGIBLE FOR DISTRIBUTION
 
 
The following table provides a reconciliation of KKR's Weighted Average GAAP Shares of Class A Common Stock Outstanding to Weighted Average Adjusted Shares Eligible for Distribution:
 
 
 
 
 
Quarter Ended
 
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
Weighted Average GAAP Shares of Class A Common Stock Outstanding - Basic
 
533,892,474

 
532,266,521

 
487,704,838

Adjustments:
 
 
 
 
 
 
Weighted Average Other Securities (1)
 

 

 
1,720,946

Weighted Average KKR Holdings Units (2)
 
298,858,418

 
300,744,050

 
335,016,218

Weighted Average Adjusted Shares Eligible for Distribution (3)
 
832,750,892

 
833,010,571

 
824,442,002

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The following table provides a reconciliation of KKR's GAAP Shares of Class A Common Stock Outstanding to Adjusted Shares Eligible for Distribution:
 
 
 
 
 
 
 
 
 
As of
 
 
 
 
March 31, 2019
 
December 31, 2018
 
 
GAAP Shares of Class A Common Stock Outstanding
 
533,922,902

 
534,857,237

 
 
Adjustments:
 
 
 
 
 
 
KKR Holdings Units (2)
 
298,645,285

 
299,081,239

 
 
Adjusted Shares Eligible for Distribution  (3)
 
832,568,187

 
833,938,476

 
 
 
 
 
 
 
 
 
Unvested Shares of Class A Common Stock
 
32,854,483

 
33,408,491

 
 


























 
 
 
 

(1)
Represents vested other securities that are exchangeable into shares of Class A common stock. The issuance of shares of Class A common stock pursuant to such other securities dilutes KKR common stockholders and KKR Holdings pro rata in accordance with their respective percentage interests in the KKR business.
(2)
Shares that may be issued by KKR & Co. Inc. upon exchange of units in KKR Holdings L.P. for KKR Class A common stock.
(3)
Amounts exclude unvested shares granted under the Equity Incentive Plans.

Page 13



KKR
INFORMATION ON KEY SEGMENT & OTHER MEASURES (UNAUDITED)
KKR's segment reporting is presented prior to giving effect to the allocation of income (loss) between KKR & Co. Inc. and KKR Holdings L.P. and as such represents the business in total. In addition, KKR's segment reporting is presented without giving effect to the consolidation of the investment funds and collateralized financing entities that KKR manages as well as other consolidated entities that are not subsidiaries of KKR & Co. Inc.
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 stockholders 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, if available. 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, where applicable, are included in Exhibit A.
Adjusted shares are used as a measure of the total common equity ownership of KKR that is held by KKR & Co. Inc. (including equity awards issued under the Equity Incentive Plans, but excluding preferred stock), KKR Holdings, and other holders of securities exchangeable into Class A common stock of KKR & Co. Inc. and represent the fully diluted share count of Class A common stock using the if-converted method. We believe this measure is useful to stockholders as it provides an indication of the total common equity ownership of KKR as if all outstanding KKR Holdings units, equity awards issued under the Equity Incentive Plans and other exchangeable securities had been exchanged for Class A common stock of KKR & Co. Inc. The 6.75% Series A Preferred Stock ("Series A Preferred Stock") and 6.50% Series B Preferred Stock ("Series B Preferred Stock") are not exchangeable for Class A common stock of KKR & Co. Inc.
Adjusted shares eligible for distribution represents the portion of total adjusted shares that are eligible to receive a dividend. We believe this measure is useful to stockholders as it provides insight into the calculation of amounts available for distribution as dividends on a per share basis. Weighted average adjusted shares eligible for distribution is used in the calculation of after-tax distributable earnings per share.
After-tax distributable earnings is a performance measure of KKR’s earnings on a segment basis excluding mark-to-market gains (losses). Starting with the second quarter of 2018, it is defined as the amount of net realized earnings of KKR for a given reporting period, after deducting equity-based compensation. KKR revised the definition of after-tax distributable earnings starting in the second quarter of 2018, because it reflects how the chief operating decision makers allocate resources and assess performance of KKR’s business. KKR believes that after-tax distributable earnings is useful to stockholders as it aligns KKR’s net realization performance with the manner in which KKR receives its revenues and determines the compensation of its employees. After-tax distributable earnings does not represent and is not used to calculate actual dividends under KKR’s dividend policy. Historically equity-based compensation expense relating to the Equity Incentive Plans was not reflected in our calculation of after-tax distributable earnings. Under KKR’s segment presentation, equity-based compensation expense is included in after-tax distributable earnings as a component of compensation expense in order to reflect the dilutive nature of these non-cash equity-based awards. For comparability, after-tax distributable earnings for the comparable prior periods have been calculated using this definition.
Assets under management ("AUM") represent the assets managed or advised by KKR from which KKR is entitled to receive fees or a carried interest (either currently or upon deployment of capital), general partner capital, and assets managed or advised by strategic BDC partnership and hedge fund managers in which KKR holds a minority ownership interest. We believe this measure is useful to stockholders as it provides additional insight into the capital raising activities of KKR and its hedge fund managers and the overall activity in their investment funds and other managed capital. 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; (ii) uncalled capital commitments from these funds, including uncalled capital commitments from which KKR is currently not earning management fees or carried interest; (iii) the fair value of investments in KKR's co-investment vehicles; (iv) the par value of outstanding CLOs (excluding CLOs wholly-owned by KKR); (v) KKR's pro rata portion of the AUM of hedge fund managers in which KKR holds a minority ownership interest; (vi) all AUM of the strategic BDC partnership with FS Investments; and (vii) the fair value of other assets managed by KKR. The pro rata portion of the AUM of hedge fund managers is calculated based on KKR’s percentage ownership interest in such entities multiplied by such entity’s respective AUM. 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.
Book value is a measure of the net assets of KKR’s reportable segment and is used by management primarily in assessing the unrealized value of KKR’s investments and other assets, including carried interest. We believe this measure is useful to stockholders as it provides additional insight into the assets and liabilities of KKR excluding the assets and liabilities that are allocated to noncontrolling interest holders and to the holders of the Series A and Series B Preferred Stock. Following the Conversion, KKR's segment balance sheet reflects KKR's tax assets and liabilities as prepared under GAAP.

Page 14



Capital invested is the aggregate amount of capital invested by (i) KKR’s investment funds, (ii) KKR's Principal Activities business line as a co-investment, if any, alongside KKR’s investment funds, and (iii) KKR's Principal Activities business line in connection with a syndication transaction conducted by KKR's Capital Markets business line, if any. Capital invested is used as a measure of investment activity at KKR during a given period. We believe this measure is useful to stockholders as it provides a measure of capital deployment across KKR’s business lines. Capital invested includes investments made using investment financing arrangements like credit facilities, as applicable.  Capital invested excludes (i) investments in certain leveraged credit strategies, (ii) capital invested by KKR’s Principal Activities business line that is not a co-investment alongside KKR’s investment funds, and (iii) capital invested by KKR’s Principal Activities business line that is not invested in connection with a syndication transaction by KKR’s Capital Markets business line. Capital syndicated by KKR's Capital Markets business line to third parties other than KKR’s investment funds or Principal Activities business line is not included in capital invested.  See also syndicated capital.
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 stockholders as it provides additional insight into KKR's available liquidity.
Fee paying AUM ("FPAUM") represents only the AUM from which KKR is entitled to receive management fees. We believe this measure is useful to stockholders as it provides additional insight into the capital base upon which KKR earns management fees. FPAUM is the sum of all of the individual fee bases that are used to calculate KKR's and its hedge fund and BDC partnership management fees and differs from AUM in the following respects: (i) assets and commitments from which KKR is not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which it is entitled to receive only carried interest or is otherwise not currently entitled to receive a management fee) 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.
Fee related earnings is a supplemental measure of earnings of KKR on a segment basis before performance income and investment income. KKR believes this measure may be useful to stockholders as it provides additional insight into the profitability of KKR’s fee generating management companies and capital markets businesses. Starting with the second quarter of 2018, fee related earnings is calculated as KKR’s total Fees and Other, Net, multiplied by KKR’s segment operating margin. For purposes of the fee related earnings calculation, segment operating margin is calculated as Segment Operating Earnings, before equity-based compensation, divided by total segment revenues. Historically, fee related earnings was calculated as operating earnings of KKR on a segment basis before performance income, related performance income compensation and investment income. KKR revised the definition of fee related earnings starting in the second quarter of 2018 to provide supplemental information about fees generated from KKR’s management companies and capital markets business because KKR believes it provides increased transparency on KKR’s underlying financial results to the stockholders. Fee related earnings for the comparable prior periods have been calculated using this definition.
Income taxes paid represents the estimated total tax impact on KKR’s distributable earnings before taxes. This amount is the implied amount of income taxes that would be paid assuming that all pre-tax distributable earnings were allocated to KKR & Co. Inc., which would occur following an exchange of all KKR Holdings units for Class A common stock of KKR & Co. Inc. Income taxes paid also includes amounts paid pursuant to the tax receivable agreement.
Segment operating earnings represents segment earnings before interest expense, preferred dividends, income attributable to noncontrolling interests and income taxes paid. We believe segment operating earnings is useful to stockholders as it provides a supplemental measure of our operating performance without taking into account items that we do not believe relate directly to operations.
Syndicated capital is the aggregate amount of capital in transactions originated by KKR and its investment funds and carry-yielding co-investment vehicles, which has been distributed to third parties, generally in exchange for a fee. It does not include (i) capital invested in such transactions by KKR investment funds and carry-yielding co-investment vehicles, which is instead reported in capital invested, (ii) debt capital that is arranged as part of the acquisition financing of transactions originated by KKR investment funds, and (iii) debt capital that is either underwritten or arranged on a best efforts basis. Syndicated capital is used as a measure of investment activity for KKR during a given period, and we believe that this measure is useful to stockholders as it provides additional insight into levels of syndication activity in KKR's Capital Markets business line and across KKR's 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 stockholders as it provides additional insight into the amount of capital that is available to KKR’s investment funds to make future investments. Uncalled commitments are not reduced for investments completed using fund-level investment financing arrangements.



 


Page 15



KKR
EXHIBIT A
 
 
RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO KKR & CO. INC. PER SHARE OF CLASS A COMMON STOCK - BASIC (GAAP BASIS)
TO AFTER-TAX DISTRIBUTABLE EARNINGS PER ADJUSTED SHARE ELIGIBLE FOR DISTRIBUTION AND SEGMENT EBITDA (UNAUDITED)
(Amounts in thousands, except share and per share amounts)
 
 
 
 
 
Quarter Ended
 
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Class A Common Stock - Basic
 
$
1.31

 
$
(0.74
)
 
$
0.36

Weighted Average Shares of Class A Common Stock Outstanding - Basic
 
533,892,474

 
532,266,521

 
487,704,838

Net Income (Loss) Available to KKR & Co. Inc. Class A Common Stockholders
 
$
700,978

 
$
(392,982
)
 
$
173,204

Less: Excess of carrying value over consideration transferred on redemption of KFN 7.375% Series A LLC Preferred Shares
 

 

 
3,102

Net Income (Loss) Attributable to KKR & Co. Inc. Class A Common Stockholders
 
$
700,978

 
$
(392,982
)
 
$
170,102

 
 
 
 
 
 
 
Add: Net Income (Loss) Attributable to Noncontrolling Interests held by KKR Holdings L.P.
 
481,368

 
(303,468
)
 
121,002

Add: Equity-based and Other Compensation - KKR Holdings L.P.
 
23,118

 
13,153

 
32,695

Add: Amortization of Intangibles and Other, net
 
56,153

 
(31,898
)
 
47,709

Deduct: Unrealized Carried Interest
 
401,612

 
(938,597
)
 
(111,732
)
Deduct: Net Unrealized Gains (Losses)
 
819,402

 
(805,165
)
 
207,862

Add: Unrealized Performance Income Compensation
 
159,880

 
(377,170
)
 
(43,123
)
Add: Income Tax Provision
 
167,593

 
(143,294
)
 
17,641

Deduct: Income Taxes Paid
 
53,993

 
47,980

 
14,168

 
 
 
 
 
 
 
After-tax Distributable Earnings
 
$
314,083

 
$
460,123

 
$
235,728

Weighted Average Adjusted Shares Eligible for Distribution
 
832,750,892

 
833,010,571

 
824,442,002

After-tax Distributable Earnings Per Adjusted Share Eligible for Distribution
 
$
0.38

 
$
0.55

 
$
0.29

 
 
 
 
 
 
 
After-tax Distributable Earnings
 
$
314,083

 
$
460,123

 
$
235,728

 
 
 
 
 
 
 
Add: Equity-based Compensation (Equity Incentive Plans)
 
54,885

 
57,016

 
67,796

Add: Income (Loss) Attributable to Segment Noncontrolling Interests
 
359

 
4,250

 
1,203

Add: Segment Income Taxes Paid
 
53,993

 
47,980

 
14,168

Add: Preferred Dividends
 
8,341

 
8,341

 
8,341

Add: Core Interest Expense (1)
 
30,270

 
33,143

 
31,443

Add: Depreciation and Amortization
 
4,371

 
3,860

 
3,709

 
 
 
 
 
 
 
Segment EBITDA (2)
 
$
466,302

 
$
614,713

 
$
362,388

 
 
 
 
 
 
 



 
 
 
 
 
 
 
 
 
 
 


(1)
Core interest expense may be used by certain debt investors 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 investment funds, investment vehicles and principal investments and also excludes interest expense incurred by KFN. The financing arrangements excluded from core interest expense are not direct obligations of the general partners of KKR’s private equity funds or its management companies, and in the case of debt obligations of KFN, are non-recourse to KKR beyond the assets of KFN. KKR believes this measure is useful to stockholders 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, other noncontrolling interest holders and KFN. Additionally, we believe this measure is useful for analyzing KKR’s ability to service its debt obligations other than the debt obligations of KFN.
(2)
Segment EBITDA may be useful in evaluating KKR's ability to service its debt and provides insight into the amount of KKR’s distributable earnings before the impact of interest expense, taxes, depreciation and amortization, equity-based compensation, preferred dividends and segment noncontrolling interests.

Page 16



KKR
EXHIBIT A (CONTINUED)
 
RECONCILIATION OF TOTAL GAAP REVENUES TO TOTAL SEGMENT REVENUES (UNAUDITED)
(Amounts in thousands)
 
 
Quarter Ended
 
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
Total GAAP Revenues
 
$
1,187,480

 
$
(178,056
)
 
$
472,606

Add: Management Fees - Consolidated Funds and Other
 
121,949

 
186,931

 
64,596

Deduct: Fee Credits - Consolidated Funds
 
3,939

 
7,015

 
14,721

Deduct: Capital Allocation-Based Income (GAAP)
 
814,932

 
(719,639
)
 
78,212

Add: Segment Realized Carried Interest
 
330,345

 
259,394

 
202,555

Add: Segment Realized Investment Income (Loss)
 
102,919

 
159,889

 
80,452

Deduct: Revenue Earned by Other Consolidated Entities
 
29,703

 
26,843

 
25,465

Deduct: Expense Reimbursements
 
44,060

 
37,990

 
20,211

Total Segment Revenues
 
$
850,059

 
$
1,075,949

 
$
681,600

 
 
 
 
 
 
 
RECONCILIATION OF TOTAL GAAP EXPENSES TO TOTAL SEGMENT EXPENSES (UNAUDITED)
(Amounts in thousands)
 
 
Quarter Ended
 
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
Total GAAP Expenses
 
$
728,767

 
$
237,736

 
$
436,601

Deduct: Equity-based and Other Compensation - KKR Holdings L.P.
 
23,743

 
12,913

 
32,695

Deduct: Segment Unrealized Performance Income Compensation
 
159,880

 
(377,170
)
 
(43,123
)
Deduct: Amortization of Intangibles
 
535

 
672

 
5,030

Deduct: Reimbursable Expenses
 
52,032

 
50,339

 
26,093

Deduct: Operating Expenses relating to Other Consolidated Entities
 
51,818

 
44,550

 
44,309

Add: Other
 
(11,606
)
 
1,806

 
371

Total Segment Expenses
 
$
429,153

 
$
508,238

 
$
371,968

 
 
 
 
 
 
 


























 
 
 
 

Page 17



KKR
EXHIBIT A (CONTINUED)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RECONCILIATION OF CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (GAAP BASIS)
TO SEGMENT BALANCE SHEET (UNAUDITED)
MARCH 31, 2019
(Amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (GAAP BASIS)
 
1
 
2
 
3
 
4
 
SEGMENT BALANCE SHEET
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
$
1,808,368

 
(86,012
)
 

 
831,949

 

 
$
2,554,305

Cash and Short-term Investments
Investments
45,795,254

 
(29,504,201
)
 
(1,089,045
)
 
(4,488,268
)
 

 
10,713,740

Investments
 
 
 

 

 
1,468,431

 

 
1,468,431

Unrealized Carried Interest
 
 
 

 

 
161,225

 

 
161,225

Corporate Real Estate
 
 
 

 

 
429,505

 

 
429,505

Tax Assets
Other Assets
4,400,397

 
(1,971,422
)
 

 
1,014,383

 

 
3,443,358

Other Assets
Total Assets
$
52,004,019

 
(31,561,635
)
 
(1,089,045
)
 
(582,775
)
 

 
$
18,770,564

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
 
 
 
 
 
 
 
 
 
 
 
 
Debt Obligations
22,262,369

 
(18,950,216
)
 

 
(948,517
)
 

 
2,363,636

Debt Obligations - KKR (ex-KFN)
 
 
 

 

 
948,517

 

 
948,517

Debt Obligations - KFN
 
 
 

 

 
190,066

 

 
190,066

Tax Liabilities
Other Liabilities
3,533,809

 
(1,073,788
)
 
(1,089,045
)
 
(772,841
)
 

 
598,135

Other Liabilities
Total Liabilities
25,796,178

 
(20,024,004
)
 
(1,089,045
)
 
(582,775
)
 

 
4,100,354

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redeemable Noncontrolling Interests

 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock
482,554

 

 

 
(482,554
)
 

 

 
KKR & Co. Inc. Stockholders' Equity - Common Stockholders
8,839,817

 
246,793

 

 
(17,446
)
 
5,079,042

 
14,148,206

Book Value
Noncontrolling Interests
16,885,470

 
(11,784,424
)
 

 

 
(5,079,042
)
 
22,004

Noncontrolling Interests
 
 
 

 

 
500,000

 

 
500,000

Preferred Stock
Total Liabilities and Equity
$
52,004,019

 
(31,561,635
)
 
(1,089,045
)
 
(582,775
)
 

 
$
18,770,564

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
IMPACT OF CONSOLIDATION OF INVESTMENT VEHICLES AND OTHER ENTITIES
2
CARRY POOL RECLASSIFICATION
 
3
OTHER RECLASSIFICATIONS
 
4
NONCONTROLLING INTERESTS HELD BY KKR HOLDINGS L.P.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Page 18



KKR
EXHIBIT A (CONTINUED)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RECONCILIATION OF CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (GAAP BASIS)
TO SEGMENT BALANCE SHEET (UNAUDITED)
DECEMBER 31, 2018
(Amounts in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (GAAP BASIS)
 
1
 
2
 
3
 
4
 
SEGMENT BALANCE SHEET
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
$
1,751,287

 
(88,852
)
 

 
839,804

 

 
$
2,502,239

Cash and Short-term Investments
Investments
44,907,982

 
(30,069,428
)
 
(922,977
)
 
(4,068,113
)
 

 
9,847,464

Investments
 
 
 

 

 
1,223,084

 

 
1,223,084

Unrealized Carried Interest
 
 
 

 

 
161,225

 

 
161,225

Corporate Real Estate
 
 
 

 

 
561,114

 

 
561,114

Tax Assets
Other Assets
4,084,106

 
(1,730,191
)
 

 
938,595

 

 
3,292,510

Other Assets
Total Assets
$
50,743,375

 
(31,888,471
)
 
(922,977
)
 
(344,291
)
 

 
$
17,587,636

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
 
 
 
 
 
 
 
 
 
 
 
 
Debt Obligations
22,341,192

 
(19,024,874
)
 

 
(948,517
)
 

 
2,367,801

Debt Obligations - KKR (ex-KFN)
 
 
 

 

 
948,517

 

 
948,517

Debt Obligations - KFN
 
 
 

 

 
174,395

 

 
174,395

Tax Liabilities
Other Liabilities
3,019,574

 
(986,930
)
 
(922,977
)
 
(518,686
)
 

 
590,981

Other Liabilities
Total Liabilities
25,360,766

 
(20,011,804
)
 
(922,977
)
 
(344,291
)
 

 
4,081,694

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redeemable Noncontrolling Interests
1,122,641

 
(1,122,641
)
 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock
482,554

 

 

 
(482,554
)
 

 
 
 
KKR & Co. Inc. Stockholders' Equity - Common Stockholders
8,167,056

 
205,502

 

 
(17,446
)
 
4,625,448

 
12,980,560

Book Value
Noncontrolling Interests
15,610,358

 
(10,959,528
)
 

 

 
(4,625,448
)
 
25,382

Noncontrolling Interests
 
 
 

 

 
500,000

 

 
500,000

Preferred Stock
Total Liabilities and Equity
$
50,743,375

 
(31,888,471
)
 
(922,977
)
 
(344,291
)
 

 
$
17,587,636

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
IMPACT OF CONSOLIDATION OF INVESTMENT VEHICLES AND OTHER ENTITIES
2
CARRY POOL RECLASSIFICATION
 
3
OTHER RECLASSIFICATIONS
 
4
NONCONTROLLING INTERESTS HELD BY KKR HOLDINGS L.P.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




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