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Last10K.com | 8-K Material Event Thu Oct 25 2018

KKR & Co. Inc. Reports Third Quarter 2018 Results
__________________________________________________________________________________________________________________________________________________________________________
NEW YORK, October 25, 2018 - KKR & Co. Inc. (NYSE: KKR) today reported its third quarter 2018 results.
GAAP Net Income (Loss) Attributable to KKR & Co. Inc. Class A Common Stockholders was $640.2 million and $1,490.7 million, respectively, for the quarter and nine months ended September 30, 2018. On a diluted basis, Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Class A Common Stock was $1.17 and $2.83, respectively, for the quarter and nine months ended September 30, 2018. KKR & Co. Inc. Stockholders' Equity - Common Stockholders was $8.5 billion (1) as of September 30, 2018, or $16.22 per outstanding share of Class A Common Stock.
After-tax Distributable Earnings and After-tax Distributable Earnings Per Adjusted Share(2) were $496.7 million and $0.60, respectively, for the quarter ended September 30, 2018. After-tax Distributable Earnings and After-tax Distributable Earnings Per Adjusted Share were $1,137.1 million and $1.37, respectively, for the nine months ended September 30, 2018.
Highlights
• | KKR’s conversion from a limited partnership to a corporation became effective July 1, 2018. |
• | After-tax distributable earnings per adjusted share were $0.60 for the quarter ended September 30, 2018 compared to $0.49 for the quarter ended June 30, 2018 and $0.50 for the quarter ended September 30, 2017. |
• | As of September 30, 2018, Assets Under Management were $195 billion, up 27% compared to September 30, 2017, as organic new capital raised totaled $38 billion over the past twelve months. |
• | In the quarter, a final close was held on KKR Global Infrastructure Investors III, bringing total commitments to our flagship infrastructure fund to $7.4 billion, including employee commitments. |
• | Book value was $13.8 billion as of September 30, 2018 or $16.68 per outstanding adjusted share. |
___________________________
“Through our differentiated model - the combination of our investment funds, balance sheet and capital markets capabilities - we generated one of the highest Distributable Earnings quarters in our history,” 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 the 27% growth in our Assets Under Management and the 21% growth in our Book Value per Share over the last 12 months.”
Note: Certain financial measures, including after-tax distributable earnings, book value, adjusted shares, and outstanding adjusted shares, are not presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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. |
GAAP RESULTS COMMENTARY
Net Income (Loss) Attributable to KKR & Co. Inc. Class A Common Stockholders was $640.2 million for the quarter ended September 30, 2018, compared to $153.6 million for the quarter ended September 30, 2017. Net Income (Loss) Attributable to KKR & Co. Inc. Class A Common Stockholders was $1,490.7 million for the nine months ended September 30, 2018, compared to $818.6 million for the nine months ended September 30, 2017.
Revenues were $1,129.7 million for the quarter ended September 30, 2018, compared to $749.7 million for the quarter ended September 30, 2017. The increase was primarily due to a higher level of capital allocation-based income driven by a higher level of net appreciation in our private equity portfolio and a higher level of transaction fees as compared to the prior period. Revenues were $2,573.9 million for the nine months ended September 30, 2018, compared to $2,533.2 million for the nine months ended September 30, 2017. The increase was primarily due to higher management fees, partially offset by a lower level of capital allocation-based income as compared to the prior period.
Expenses for the quarter and nine months ended September 30, 2018 were $740.1 million and $1,851.7 million, respectively, compared to $530.2 million and $1,700.0 million for the comparable periods of 2017. The increase for both periods was primarily due to a higher level of compensation and benefits reflecting a higher level of fees as compared to the prior periods.
Total investment income (loss) for the quarter and nine months ended September 30, 2018 was $833.3 million and $2,748.6 million, respectively, compared to $178.0 million and $1,289.6 million for the comparable periods of 2017. The increase for both periods was primarily due to a higher level of net gains in our investment portfolio compared to the prior periods.
KKR's conversion from a limited partnership to a corporation (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. On the date of the Conversion, we 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. Our overall tax provision is based on, among other things, an estimate of the amount of such partial step-up in tax basis that is derived from an analysis of the basis of our unitholders in their ownership of KKR common units at December 31, 2017, as adjusted by partial information received by KKR for some trades made in KKR common units in 2018. While this information does not completely reflect the actual basis of our unitholders at June 30, 2018, our estimate is based on the most recent unitholder basis information available to us. Since the unitholder basis information currently available to us does not completely reflect the actual basis of our unitholders at June 30, 2018, the amount of partial step-up in tax basis as finally determined is expected to differ, possibly materially, from the current estimate, which in turn is expected to cause KKR’s income tax provision and effective tax rate under GAAP to differ, possibly to a material extent, from the current estimate described above.
SEGMENT RESULTS COMMENTARY
AFTER-TAX DISTRIBUTABLE EARNINGS
After-tax distributable earnings were $496.7 million for the quarter ended September 30, 2018, compared with $409.5 million in the comparable prior period. After-tax distributable earnings were $1,137.1 million for the nine months ended September 30, 2018, compared with $983.0 million in the comparable prior period. The increase in both periods was primarily due to (i) an increase in net realized gains at our Principal Activities business line, reflecting higher net realizations in our private equity and credit strategies, (ii) an increase in management fees as described below, (iii) an increase in transaction fees primarily in our Capital Markets business line, and (iv) a higher level of incentive fees relating to our business development companies ("BDCs"). These increases were partially offset by an increase in income taxes paid reflecting the increased amount of corporate taxes payable following the Conversion and an increase in accruals for compensation reflecting a higher level of total segment revenues in the current periods.
ASSETS UNDER MANAGEMENT
AUM was $194.6 billion as of September 30, 2018, up $3.3 billion, compared to AUM of $191.3 billion as of June 30, 2018. The increase was primarily driven by an increase in the value of our private equity portfolio and new capital raised in our leveraged credit and private credit strategies. These increases were partially offset by distributions to limited partners of our private equity funds arising from realizations and distributions made in our Public Markets business line.
FEE PAYING ASSETS UNDER MANAGEMENT
FPAUM was $139.3 billion as of September 30, 2018, up $0.5 billion, compared to FPAUM of $138.8 billion as of June 30, 2018. The increase was primarily driven by new capital raised in our leveraged credit strategy. The increase was partially offset by distributions to limited partners of our private equity funds arising from realizations and distributions made in our Public Markets business line.
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MANAGEMENT FEES
Management fees were $276.6 million for the quarter ended September 30, 2018, compared with $233.0 million in the comparable prior period. Management fees were $789.6 million for the nine months ended September 30, 2018, compared to $670.8 million in the comparable prior period. The increase in both periods 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 $16.68 as of September 30, 2018, up 21%, compared with $13.80 as of September 30, 2017. The increase was primarily attributable to appreciation in the value of our investment portfolio as well as after-tax distributable earnings, net of dividends to public equity holders, over the last twelve months.
DIVIDENDS AND OTHER
A dividend of $0.125 per share of Class A Common Stock has been declared for the third quarter of 2018, which will be paid on November 20, 2018 to holders of record of Class A Common Stock as of the close of business on November 5, 2018. 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 December 17, 2018 to holders of record of Series A Preferred Stock as of the close of business on December 1, 2018. A dividend of $0.406250 per share of Series B Preferred Stock has been declared and set aside for payment on December 17, 2018 to holders of record of Series B Preferred Stock as of the close of business on December 1, 2018.
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.
KKR has authorized a repurchase program, which may be used for the repurchase of its Class A Common Stock and the retirement of equity awards issued pursuant to the Amended and Restated KKR & Co. Inc. 2010 Equity Incentive Plan (and any successor equity plan thereto). From June 30, 2018 to October 22, 2018, KKR spent approximately $38 million to repurchase 1.4 million shares at an average price of $27.14 per share and retired equity awards representing 1.6 million shares for approximately $46 million. Collectively, approximately $783 million has been spent since October 27, 2015, representing a total of 47.9 million shares, to either repurchase shares or retire equity awards. As of October 22, 2018, approximately $366 million is available under the repurchase program.
CONFERENCE CALL
A conference call to discuss KKR's financial results will be held on Thursday, October 25, 2018 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 9093863, beginning approximately two hours after the broadcast.
A slide presentation containing supplemental commentary about KKR's financial results for the fiscal quarter ended September 30, 2018 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.
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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, 2017, filed with the SEC on February 23, 2018, 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.com
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KKR | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (GAAP BASIS - UNAUDITED) | ||||||||||||||||
(Amounts in thousands, except per share amounts) | ||||||||||||||||
Quarter Ended | Nine Months Ended | |||||||||||||||
September 30, 2018 | September 30, 2017 | September 30, 2018 | September 30, 2017 | |||||||||||||
Revenues | ||||||||||||||||
Fees and Other | $ | 491,503 | $ | 355,418 | $ | 1,299,743 | $ | 1,116,382 | ||||||||
Capital Allocation-Based Income (1) | 638,163 | 394,234 | 1,274,149 | 1,416,825 | ||||||||||||
Total Revenues | 1,129,666 | 749,652 | 2,573,892 | 2,533,207 | ||||||||||||
Expenses | ||||||||||||||||
Compensation and Benefits | 560,434 | 368,513 | 1,331,070 | 1,234,317 | ||||||||||||
Occupancy and Related Charges | 15,250 | 15,267 | 44,787 | 44,150 | ||||||||||||
General, Administrative and Other | 164,406 | 146,467 | 475,884 | 421,522 | ||||||||||||
Total Expenses | 740,090 | 530,247 | 1,851,741 | 1,699,989 | ||||||||||||
Investment Income (Loss) | ||||||||||||||||
Net Gains (Losses) from Investment Activities | 666,731 | 52,004 | 2,256,118 | 893,065 | ||||||||||||
Dividend Income | 38,245 | 20,774 | 137,653 | 100,144 | ||||||||||||
Interest Income | 339,393 | 317,134 | 989,354 | 893,832 | ||||||||||||
Interest Expense | (211,081 | ) | (211,959 | ) | (634,521 | ) | (597,403 | ) | ||||||||
Total Investment Income (Loss) | 833,288 | 177,953 | 2,748,604 | 1,289,638 | ||||||||||||
Income (Loss) Before Taxes | 1,222,864 | 397,358 | 3,470,755 | 2,122,856 | ||||||||||||
Income Tax (Benefit) | (129,405 | ) | 18,420 | (50,804 | ) | 77,500 | ||||||||||
Net Income (Loss) | 1,352,269 | 378,938 | 3,521,559 | 2,045,356 | ||||||||||||
Net Income (Loss) Attributable to Redeemable Noncontrolling Interests | 12,236 | 20,876 | 19,894 | 64,196 | ||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interests | 691,494 | 196,158 | 1,985,961 | 1,137,585 | ||||||||||||
Net Income (Loss) Attributable to KKR & Co. Inc. | 648,539 | 161,904 | 1,515,704 | 843,575 | ||||||||||||
Preferred Stock Dividends | 8,341 | 8,341 | 25,023 | 25,023 | ||||||||||||
Net Income (Loss) Attributable to KKR & Co. Inc. Class A Common Stockholders | $ | 640,198 | $ | 153,563 | $ | 1,490,681 | $ | 818,552 | ||||||||
Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Class A Common Stock | ||||||||||||||||
Basic | $ | 1.22 | $ | 0.33 | $ | 2.94 | $ | 1.76 | ||||||||
Diluted (2) | $ | 1.17 | $ | 0.30 | $ | 2.83 | $ | 1.63 | ||||||||
Weighted Average Shares of Class A Common Stock Outstanding | ||||||||||||||||
Basic | 525,240,214 | 471,758,886 | 507,981,387 | 463,941,084 | ||||||||||||
Diluted (2) | 545,672,953 | 506,873,177 | 528,466,390 | 501,615,635 |
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (GAAP BASIS - UNAUDITED) | ||||||||
(Amounts in thousands, except per share amounts) | ||||||||
As of | ||||||||
September 30, 2018 | December 31, 2017 | |||||||
Assets | ||||||||
Cash and Cash Equivalents | $ | 2,264,875 | $ | 1,876,687 | ||||
Investments | 44,119,593 | 39,013,934 | ||||||
Other Assets | 3,959,480 | 4,944,098 | ||||||
Total Assets | 50,343,948 | 45,834,719 | ||||||
Liabilities and Equity | ||||||||
Debt Obligations | 20,266,172 | 21,193,859 | ||||||
Other Liabilities | 3,937,865 | 3,978,060 | ||||||
Total Liabilities | 24,204,037 | 25,171,919 | ||||||
Redeemable Noncontrolling Interests | 1,070,575 | 610,540 | ||||||
Stockholders' Equity | ||||||||
Preferred Stock | 482,554 | 482,554 | ||||||
KKR & Co. Inc. Stockholders' Equity - Common Stockholders | 8,524,213 | 6,703,382 | ||||||
Noncontrolling Interests | 16,062,569 | 12,866,324 | ||||||
Total Equity | 25,069,336 | 20,052,260 | ||||||
Total Liabilities and Equity | $ | 50,343,948 | $ | 45,834,719 | ||||
KKR & Co. Inc. Stockholders' Equity Per Outstanding Share of Class A Common Stock - Basic | $ | 16.22 | $ | 13.79 |
(1) | Prior to January 1, 2018, to the extent an investment fund was not consolidated, KKR accounted for carried interest within Fees and Other separately from its capital interest, which was included in Net Gains (Losses) from Investment Activities in the statements of operations. Effective January 1, 2018, the carried interest component of the general partner interest and the capital interest KKR holds in its investment funds as the general partner are accounted for as a single unit of account and reported in Capital Allocation-Based Income within Revenues in the statements of operations. This change in accounting has been applied on a full retrospective basis. |
(2) | 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. |
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KKR | ||||||||||||||||||||
SEGMENT RESULTS AND OTHER SELECTED FINANCIAL INFORMATION (UNAUDITED) (1) | ||||||||||||||||||||
(Amounts in thousands, except share and per share amounts) | ||||||||||||||||||||
Quarter Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2018 | June 30, 2018 | September 30, 2017 | September 30, 2018 | September 30, 2017 | ||||||||||||||||
Segment Revenues | ||||||||||||||||||||
Fees and Other, Net | ||||||||||||||||||||
Management Fees | $ | 276,595 | $ | 261,450 | $ | 232,954 | $ | 789,630 | $ | 670,807 | ||||||||||
Transaction Fees | 289,030 | 163,925 | 179,167 | 609,800 | 578,667 | |||||||||||||||
Monitoring Fees | 20,176 | 25,394 | 14,342 | 63,100 | 58,072 | |||||||||||||||
Fee Credits | (82,187 | ) | (53,021 | ) | (70,747 | ) | (178,982 | ) | (211,148 | ) | ||||||||||
Total Fees and Other, Net | 503,614 | 397,748 | 355,716 | 1,283,548 | 1,096,398 | |||||||||||||||
Realized Performance Income (Loss) | ||||||||||||||||||||
Carried Interest | 414,609 | 342,089 | 419,438 | 959,253 | 890,310 | |||||||||||||||
Incentive Fees | 18,001 | 17,651 | 4,074 | 52,059 | 8,384 | |||||||||||||||
Total Realized Performance Income (Loss) | 432,610 | 359,740 | 423,512 | 1,011,312 | 898,694 | |||||||||||||||
Realized Investment Income (Loss) | ||||||||||||||||||||
Net Realized Gains (Losses) | 181,026 | 97,480 | 76,053 | 286,381 | 162,684 | |||||||||||||||
Interest Income and Dividends | 61,717 | 71,228 | 70,557 | 205,522 | 195,275 | |||||||||||||||
Total Realized Investment Income (Loss) | 242,743 | 168,708 | 146,610 | 491,903 | 357,959 | |||||||||||||||
Total Segment Revenues | 1,178,967 | 926,196 | 925,838 | 2,786,763 | 2,353,051 | |||||||||||||||
Segment Expenses | ||||||||||||||||||||
Compensation and Benefits (2) | 469,107 | 368,562 | 363,247 | 1,138,149 | 933,107 | |||||||||||||||
Occupancy and Related Charges | 14,571 | 14,665 | 14,672 | 42,819 | 42,448 | |||||||||||||||
Other Operating Expenses | 73,402 | 63,561 | 70,517 | 194,868 | 177,084 | |||||||||||||||
Total Segment Expenses | 557,080 | 446,788 | 448,436 | 1,375,836 | 1,152,639 | |||||||||||||||
Segment Operating Earnings | 621,887 | 479,408 | 477,402 | 1,410,927 | 1,200,412 | |||||||||||||||
Interest Expense | 44,696 | 45,474 | 45,613 | 140,362 | 134,348 | |||||||||||||||
Preferred Dividends | 8,341 | 8,341 | 8,341 | 25,023 | 25,023 | |||||||||||||||
Income (Loss) Attributable to Noncontrolling Interests | 2,272 | 1,082 | 1,046 | 4,557 | 3,810 | |||||||||||||||
Income Taxes Paid | 69,880 | 19,820 | 12,869 | 103,868 | 54,228 | |||||||||||||||
After-tax Distributable Earnings | $ | 496,698 | $ | 404,691 | $ | 409,533 | $ | 1,137,117 | $ | 983,003 | ||||||||||
Per Adjusted Share Eligible for Distribution | $ | 0.60 | $ | 0.49 | $ | 0.50 | $ | 1.37 | $ | 1.21 | ||||||||||
Weighted Average Adjusted Shares Eligible for Distribution | 829,125,784 | 831,103,486 | 816,966,506 | 828,240,914 | 814,844,204 | |||||||||||||||
Assets Under Management | $ | 194,613,800 | $ | 191,265,400 | $ | 153,339,500 | $ | 194,613,800 | $ | 153,339,500 | ||||||||||
Fee Paying Assets Under Management | $ | 139,285,700 | $ | 138,841,100 | $ | 113,723,000 | $ | 139,285,700 | $ | 113,723,000 | ||||||||||
Capital Invested and Syndicated Capital | $ | 7,075,800 | $ | 4,825,700 | $ | 5,144,800 | $ | 16,189,100 | $ | 17,073,300 | ||||||||||
Uncalled Commitments | $ | 57,880,100 | $ | 57,417,400 | $ | 47,250,500 | $ | 57,880,100 | $ | 47,250,500 | ||||||||||
Fee Related Earnings | $ | 291,194 | $ | 230,871 | $ | 204,524 | $ | 733,696 | $ | 629,072 | ||||||||||
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 $59,801, $58,198, and $54,921 for the quarters ended September 30, 2018, June 30, 2018, and September 30, 2017, respectively, and $185,795 and $149,840 for the nine months ended September 30, 2018 and 2017, respectively. |
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KKR | ||||||||||||||||||||
SCHEDULE OF SEGMENT REVENUES AND OTHER SELECTED FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||||||||
(Amounts in thousands) | ||||||||||||||||||||
PRIVATE MARKETS BUSINESS LINE | ||||||||||||||||||||
Quarter Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2018 | June 30, 2018 | September 30, 2017 | September 30, 2018 | September 30, 2017 | ||||||||||||||||
Fees and Other, Net | ||||||||||||||||||||
Management Fees | $ | 176,071 | $ | 156,295 | $ | 153,841 | $ | 490,556 | $ | 419,606 | ||||||||||
Transaction Fees | 93,866 | 48,567 | 82,258 | 189,122 | 237,392 | |||||||||||||||
Monitoring Fees | 20,176 | 25,394 | 14,342 | 63,100 | 58,072 | |||||||||||||||
Fee Credits | (73,571 | ) | (43,249 | ) | (59,854 | ) | (158,163 | ) | (177,254 | ) | ||||||||||
Total Fees and Other, Net | 216,542 | 187,007 | 190,587 | 584,615 | 537,816 | |||||||||||||||
Realized Performance Income (Loss) | ||||||||||||||||||||
Carried Interest | 404,709 | 342,089 | 419,438 | 949,353 | 890,310 | |||||||||||||||
Incentive Fees | — | — | — | — | — | |||||||||||||||
Total Realized Performance Income (Loss) | $ | 404,709 | $ | 342,089 | $ | 419,438 | $ | 949,353 | $ | 890,310 | ||||||||||
Assets Under Management | $ | 103,656,200 | $ | 102,391,900 | $ | 87,609,800 | $ | 103,656,200 | $ | 87,609,800 | ||||||||||
Fee Paying Assets Under Management | $ | 66,060,400 | $ | 66,295,700 | $ | 61,706,500 | $ | 66,060,400 | $ | 61,706,500 | ||||||||||
Capital Invested | $ | 3,887,700 | $ | 2,632,100 | $ | 2,972,300 | $ | 8,886,500 | $ | 11,079,800 | ||||||||||
Uncalled Commitments | $ | 48,104,700 | $ | 48,555,500 | $ | 39,421,900 | $ | 48,104,700 | $ | 39,421,900 |
PUBLIC MARKETS BUSINESS LINE | ||||||||||||||||||||
Quarter Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2018 | June 30, 2018 | September 30, 2017 | September 30, 2018 | September 30, 2017 | ||||||||||||||||
Fees and Other, Net | ||||||||||||||||||||
Management Fees | $ | 100,524 | $ | 105,155 | $ | 79,113 | $ | 299,074 | $ | 251,201 | ||||||||||
Transaction Fees | 8,666 | 10,673 | 11,469 | 21,897 | 41,040 | |||||||||||||||
Fee Credits | (8,616 | ) | (9,772 | ) | (10,893 | ) | (20,819 | ) | (33,894 | ) | ||||||||||
Total Fees and Other, Net | 100,574 | 106,056 | 79,689 | 300,152 | 258,347 | |||||||||||||||
Realized Performance Income (Loss) | ||||||||||||||||||||
Carried Interest | 9,900 | — | — | 9,900 | — | |||||||||||||||
Incentive Fees | 18,001 | 17,651 | 4,074 | 52,059 | 8,384 | |||||||||||||||
Total Realized Performance Income (Loss) | $ | 27,901 | $ | 17,651 | $ | 4,074 | $ | 61,959 | $ | 8,384 | ||||||||||
Assets Under Management | $ | 90,957,600 | $ | 88,873,500 | $ | 65,729,700 | $ | 90,957,600 | $ | 65,729,700 | ||||||||||
Fee Paying Assets Under Management | $ | 73,225,300 | $ | 72,545,400 | $ | 52,016,500 | $ | 73,225,300 | $ | 52,016,500 | ||||||||||
Capital Invested | $ | 1,631,100 | $ | 1,955,200 | $ | 1,639,200 | $ | 4,954,200 | $ | 3,825,900 | ||||||||||
Uncalled Commitments | $ | 9,775,400 | $ | 8,861,900 | $ | 7,828,600 | $ | 9,775,400 | $ | 7,828,600 |
CAPITAL MARKETS BUSINESS LINE | ||||||||||||||||||||
Quarter Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2018 | June 30, 2018 | September 30, 2017 | September 30, 2018 | September 30, 2017 | ||||||||||||||||
Transaction Fees | $ | 186,498 | $ | 104,685 | $ | 85,440 | $ | 398,781 | $ | 300,235 | ||||||||||
Syndicated Capital | $ | 1,557,000 | $ | 238,400 | $ | 533,300 | $ | 2,348,400 | $ | 2,167,600 |
PRINCIPAL ACTIVITIES BUSINESS LINE | ||||||||||||||||||||
Quarter Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2018 | June 30, 2018 | September 30, 2017 | September 30, 2018 | September 30, 2017 | ||||||||||||||||
Realized Investment Income (Loss) | ||||||||||||||||||||
Net Realized Gains (Losses) | $ | 181,026 | $ | 97,480 | $ | 76,053 | 286,381 | 162,684 | ||||||||||||
Interest Income and Dividends | 61,717 | 71,228 | 70,557 | 205,522 | 195,275 | |||||||||||||||
Total Realized Investment Income (Loss) | $ | 242,743 | $ | 168,708 | $ | 146,610 | $ | 491,903 | $ | 357,959 |
Page 7
KKR | |||||||||
SEGMENT BALANCE SHEET (UNAUDITED) | |||||||||
(Amounts in thousands, except per outstanding adjusted share amounts) | |||||||||
As of | |||||||||
September 30, 2018 | December 31, 2017 | ||||||||
Cash and Short-term Investments | $ | 2,907,704 | $ | 3,214,794 | |||||
Investments | 10,288,390 | (1) | 8,488,606 | ||||||
Unrealized Carried Interest | 1,775,603 | (2) | 1,620,401 | (2) | |||||
Corporate Real Estate | 161,225 | 161,225 | |||||||
Tax Assets | 449,568 | — | |||||||
Other Assets | 3,190,385 | 2,276,286 | |||||||
Total Assets | $ | 18,772,875 | $ | 15,761,312 | |||||
Debt Obligations - KKR (ex-KFN) | $ | 2,354,488 | $ | 2,000,000 | |||||
Debt Obligations - KFN | 948,517 | 764,767 | |||||||
Preferred Shares - KFN | — | 373,750 | |||||||
Tax Liabilities | 302,473 | — | |||||||
Other Liabilities | 821,190 | 426,699 | |||||||
Total Liabilities | 4,426,668 | 3,565,216 | |||||||
Noncontrolling Interests | 21,163 | 22,187 | |||||||
Preferred Stock | 500,000 | 500,000 | |||||||
Book Value | $ | 13,825,044 | $ | 11,673,909 | |||||
Book Value Per Outstanding Adjusted Share | $ | 16.68 | $ | 14.20 | |||||
Note: As of September 30, 2018, 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 September 30, 2018.
(1) | See schedule of investments that follows on the next page. |
(2) | The following table provides unrealized carried interest by business line: |
As of | ||||||||||||
September 30, 2018 | December 31, 2017 | |||||||||||
Private Markets Business Line | $ | 1,609,183 | $ | 1,480,142 | ||||||||
Public Markets Business Line | 166,420 | 140,259 | ||||||||||
Total | $ | 1,775,603 | $ | 1,620,401 | ||||||||
Page 8
KKR |
SEGMENT SCHEDULE OF INVESTMENTS (UNAUDITED) (1) |
(Amounts in thousands, except percentage amounts) |
As of September 30, 2018 | ||||
Investments | ||||
Private Equity Co-Investments and Other Equity | $ | 4,261,939 | ||
Private Equity Funds | 1,656,834 | |||
Private Equity Total | 5,918,773 | |||
Energy | 719,448 | |||
Real Estate | 784,706 | |||
Infrastructure | 438,197 | |||
Real Assets Total | 1,942,351 | |||
Special Situations | 719,008 | |||
Direct Lending | 110,890 | |||
Mezzanine | 28,443 | |||
Alternative Credit Total | 858,341 | |||
CLOs | 661,981 | |||
Other Credit | 332,878 | |||
Credit Total | 1,853,200 | |||
Other | 574,066 | |||
Total Investments | $ | 10,288,390 | ||

As of September 30, 2018 | |||||||
Significant Investments: (3) | Fair Value | Fair Value as a % of Total Investments | |||||
First Data Corporation | $ | 1,430,518 | 13.9 | % | |||
USI, Inc. | 650,125 | 6.3 | % | ||||
Heartland Dental | 332,480 | 3.2 | % | ||||
KKR Real Estate Finance Trust Inc. | 327,763 | 3.2 | % | ||||
PetVet | 291,826 | 2.8 | % | ||||
Total Significant Investments | 3,032,712 | 29.4 | % | ||||
Other Investments | 7,255,678 | 70.6 | % | ||||
Total Investments | $ | 10,288,390 | 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 broker-dealer businesses, including the general partner interests of KKR’s investment funds. |
(2) | This presentation includes our capital commitments to our funds. Private Equity includes KKR private equity funds, co-investments alongside such KKR sponsored private equity funds, core private equity co-investments, 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) | The 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 September 30, 2018. 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 September 30, 2018 | ||||||||||||
June 30, 2018 | $ | 102,391,900 | $ | 88,873,500 | $ | 191,265,400 | ||||||
New Capital Raised | 1,425,300 | 4,679,100 | 6,104,400 | |||||||||
Distributions and Other | (3,918,800 | ) | (2,645,900 | ) | (1) | (6,564,700 | ) | |||||
Change in Value | 3,757,800 | 50,900 | 3,808,700 | |||||||||
September 30, 2018 | $ | 103,656,200 | $ | 90,957,600 | $ | 194,613,800 | ||||||
Nine Months Ended September 30, 2018 | ||||||||||||
December 31, 2017 | $ | 97,527,100 | $ | 70,943,500 | $ | 168,470,600 | ||||||
New Capital Raised | 9,328,600 | 13,363,900 | 22,692,500 | |||||||||
Acquisitions | — | 13,189,100 | (2) | 13,189,100 | ||||||||
Distributions and Other | (10,321,300 | ) | (3) | (7,084,600 | ) | (4) | (17,405,900 | ) | ||||
Change in Value | 7,121,800 | 545,700 | 7,667,500 | |||||||||
September 30, 2018 | $ | 103,656,200 | $ | 90,957,600 | $ | 194,613,800 | ||||||
Trailing Twelve Months Ended September 30, 2018 | ||||||||||||
September 30, 2017 | $ | 87,609,800 | $ | 65,729,700 | $ | 153,339,500 | ||||||
New Capital Raised | 19,416,500 | 18,976,600 | 38,393,100 | |||||||||
Acquisitions | — | 14,983,900 | (5) | 14,983,900 | ||||||||
Distributions and Other | (13,657,700 | ) | (3) | (10,023,700 | ) | (6) | (23,681,400 | ) | ||||
Change in Value | 10,287,600 | 1,291,100 | 11,578,700 | |||||||||
September 30, 2018 | $ | 103,656,200 | $ | 90,957,600 | $ | 194,613,800 | ||||||
(1) | Includes $2,055.2 million of redemptions by fund investors. |
(2) | Represents AUM managed by FS Investments in connection with the completion of the FS Investments transaction. |
(3) | Includes $812.0 million of expired commitments that are no longer eligible to be called. |
(4) | Includes $4,338.8 million of redemptions by fund investors. |
(5) | Includes (i) KKR's incremental pro rata portion of AUM of $1,794.8 million managed by Marshall Wace LLP due to an additional 5% interest acquired by KKR on November 30, 2017 and (ii) AUM managed by FS Investments of $13,189.1 million in connection with the completion of the FS Investments transaction. |
(6) | Includes $5,962.3 million of redemptions by fund investors. |
Page 10
KKR | ||||||||||||
FEE PAYING ASSETS UNDER MANAGEMENT (UNAUDITED) | ||||||||||||
(Amounts in thousands) | ||||||||||||
Private Markets Business Line | Public Markets Business Line | Total | ||||||||||
Quarter Ended September 30, 2018 | ||||||||||||
June 30, 2018 | $ | 66,295,700 | $ | 72,545,400 | $ | 138,841,100 | ||||||
New Capital Raised | 1,005,300 | 3,688,600 | 4,693,900 | |||||||||
Distributions | (1,269,100 | ) | (2,918,400 | ) | (1) | (4,187,500 | ) | |||||
Change in Value | 28,500 | (90,300 | ) | (61,800 | ) | |||||||
September 30, 2018 | $ | 66,060,400 | $ | 73,225,300 | $ | 139,285,700 | ||||||
Nine Months Ended September 30, 2018 | ||||||||||||
December 31, 2017 | $ | 61,678,600 | $ | 55,758,900 | $ | 117,437,500 | ||||||
New Capital Raised | 9,578,900 | 11,646,100 | 21,225,000 | |||||||||
Acquisitions | — | 13,189,100 | (3) | 13,189,100 | ||||||||
Distributions | (4,362,600 | ) | (7,352,800 | ) | (4) | (11,715,400 | ) | |||||
Net Changes in Fee Base of Certain Funds (2) | (1,040,300 | ) | — | (1,040,300 | ) | |||||||
Change in Value | 205,800 | (16,000 | ) | 189,800 | ||||||||
September 30, 2018 | $ | 66,060,400 | $ | 73,225,300 | $ | 139,285,700 | ||||||
Trailing Twelve Months Ended September 30, 2018 | ||||||||||||
September 30, 2017 | $ | 61,706,500 | $ | 52,016,500 | $ | 113,723,000 | ||||||
New Capital Raised | 11,794,500 | 16,064,200 | 27,858,700 | |||||||||
Acquisitions | — | 14,983,900 | (5) | 14,983,900 | ||||||||
Distributions | (6,783,600 | ) | (10,193,700 | ) | (6) | (16,977,300 | ) | |||||
Net Changes in Fee Base of Certain Funds (2) | (1,040,300 | ) | — | (1,040,300 | ) | |||||||
Change in Value | 383,300 | 354,400 | 737,700 | |||||||||
September 30, 2018 | $ | 66,060,400 | $ | 73,225,300 | $ | 139,285,700 | ||||||
(1) | Includes $2,055.2 million of redemptions by fund investors. |
(2) | Represents the impact of certain funds entering their post-investment period. |
(3) | Represents FPAUM managed by FS Investments in connection with the completion of the FS Investments transaction. |
(4) | Includes $4,338.8 million of redemptions by fund investors. |
(5) | Includes (i) KKR's incremental pro rata portion of FPAUM of $1,794.8 million managed by Marshall Wace LLP due to an additional 5% interest acquired by KKR on November 30, 2017 and (ii) FPAUM managed by FS Investments of $13,189.1 million in connection with the completion of the FS Investments transaction. |
(6) | Includes $5,962.3 million of redemptions by fund investors. |
Page 11
KKR | ||||||||||||||||||||||
INVESTMENT VEHICLE SUMMARY (UNAUDITED) (1) | ||||||||||||||||||||||
As of September 30, 2018 | ||||||||||||||||||||||
(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 | ||||||||||||||||||||||
Asian Fund III (1) | 4/2017 | 4/2023 | $ | 9,000.0 | $ | 7,733.5 | 5.6% | $ | 1,266.5 | $ | — | $ | 1,266.5 | $ | 1,525.3 | |||||||
Americas Fund XII (1) | 1/2017 | 1/2023 | 13,500.0 | 11,607.1 | 6.0% | 1,892.9 | — | 1,892.9 | 2,401.3 | |||||||||||||
Health Care Strategic Growth Fund (1) | 12/2016 | 12/2021 | 1,331.0 | 1,233.5 | 11.3% | 97.5 | — | 97.5 | 160.4 | |||||||||||||
Next Generation Technology Growth Fund (1) | 3/2016 | 3/2021 | 658.9 | 244.8 | 22.5% | 414.1 | — | 414.1 | 668.1 | |||||||||||||
European Fund IV (1) | 12/2014 | 12/2020 | 3,511.9 | 1,325.4 | 5.6% | 2,276.2 | 461.2 | 1,893.0 | 3,185.7 | |||||||||||||
Asian Fund II (1) | 4/2013 | 4/2017 | 5,825.0 | 649.2 | 1.3% | 6,177.0 | 2,515.1 | 4,647.3 | 6,709.6 | |||||||||||||
North America Fund XI (1) | 9/2012 | 1/2017 | 8,718.4 | 851.9 | 2.9% | 9,296.8 | 7,431.2 | 6,076.8 | 11,488.8 | |||||||||||||
China Growth Fund | 11/2010 | 11/2016 | 1,010.0 | — | 1.0% | 1,010.0 | 721.8 | 584.2 | 585.7 | |||||||||||||
European Fund III | 3/2008 | 3/2014 | 5,562.3 | 225.5 | 5.1% | 5,336.8 | 8,969.1 | 1,063.8 | 2,009.2 | |||||||||||||
Asian Fund | 7/2007 | 4/2013 | 3,983.3 | — | 2.5% | 3,945.9 | 8,409.6 | 239.2 | 292.5 | |||||||||||||
2006 Fund | 9/2006 | 9/2012 | 17,642.2 | 337.7 | 2.1% | 17,304.5 | 29,376.5 | 3,742.8 | 6,028.7 | |||||||||||||
European Fund II | 11/2005 | 10/2008 | 5,750.8 | — | 2.1% | 5,750.8 | 8,479.3 | — | 59.0 | |||||||||||||
Millennium Fund | 12/2002 | 12/2008 | 6,000.0 | — | 2.5% | 6,000.0 | 14,123.1 | 0.5 | 14.9 | |||||||||||||
Total Private Equity and Growth Funds | 82,493.8 | 24,208.6 | 60,769.0 | 80,486.9 | 21,918.6 | 35,129.2 | ||||||||||||||||
Co-Investment Vehicles and Other (1) | Various | Various | 7,165.9 | 2,365.8 | Various | 5,006.7 | 3,402.2 | 3,395.2 | 5,135.4 | |||||||||||||
Total Private Equity | 89,659.7 | 26,574.4 | 65,775.7 | 83,889.1 | 25,313.8 | 40,264.6 | ||||||||||||||||
Real Assets | ||||||||||||||||||||||
Energy Income and Growth Fund (1) | 9/2013 | 6/2018 | 1,974.2 | 59.3 | 12.9% | 1,958.2 | 531.9 | 1,508.0 | 1,788.4 | |||||||||||||
Natural Resources Fund | Various | Various | 887.4 | 2.6 | Various | 884.8 | 115.9 | 201.5 | 178.4 | |||||||||||||
Global Energy Opportunities (1) | Various | Various | 979.2 | 334.4 | Various | 474.2 | 83.0 | 346.1 | 337.7 | |||||||||||||
Global Infrastructure Investors (1) | 9/2011 | 10/2014 | 1,040.2 | 25.4 | 4.8% | 1,046.2 | 1,174.6 | 467.3 | 628.1 | |||||||||||||
Global Infrastructure Investors II (1) | 10/2014 | 6/2018 | 3,041.4 | 673.1 | 4.1% | 2,591.4 | 260.8 | 2,360.9 | 2,972.4 | |||||||||||||
Global Infrastructure Investors III (1) | 6/2018 | 6/2024 | 7,182.0 | 7,182.0 | 3.8% | — | — | — | — | |||||||||||||
Real Estate Partners Americas (1) | 5/2013 | 5/2017 | 1,229.1 | 352.7 | 16.3% | 1,004.3 | 1,061.5 | 402.4 | 419.2 | |||||||||||||
Real Estate Partners Americas II (1) | 5/2017 | 12/2020 | 1,921.2 | 1,562.3 | 7.8% | 358.9 | 10.8 | 355.8 | 402.5 | |||||||||||||
Real Estate Partners Europe (1) | 9/2015 | 6/2020 | 712.3 | 425.6 | 9.7% | 297.0 | 19.1 | 284.4 | 345.7 | |||||||||||||
Real Estate Credit Opportunity Partners (1) | 2/2017 | 2/2019 | 1,130.0 | 458.5 | 4.4% | 671.5 | 38.8 | 671.5 | 686.9 | |||||||||||||
Co-Investment Vehicles and Other | Various | Various | 2,138.4 | 743.9 | Various | 1,394.5 | 649.3 | 1,391.2 | 1,675.8 | |||||||||||||
Total Real Assets | 22,235.4 | 11,819.8 | 10,681.0 | 3,945.7 | 7,989.1 | 9,435.1 | ||||||||||||||||
Core Investment Vehicles (1) | Various | Various | 9,500.0 | 6,560.7 | 36.8% | 2,939.3 | — | 2,939.3 | 3,462.5 | |||||||||||||
Unallocated Commitments (2) | 3,149.8 | 3,149.8 | Various | — | — | — | — | |||||||||||||||
Private Markets Total | 124,544.9 | 48,104.7 | 79,396.0 | 87,834.8 | 36,242.2 | 53,162.2 | ||||||||||||||||
Public Markets Business Line (3) | ||||||||||||||||||||||
Alternative Credit | ||||||||||||||||||||||
Special Situations Fund | 12/2012 | 1/2016 | 2,274.3 | 29.6 | 11.6% | 2,244.7 | 1,140.7 | 1,554.0 | 1,657.4 | |||||||||||||
Special Situations Fund II | 12/2014 | 3/2019 | 3,387.6 | 1,335.5 | 9.0% | 2,052.1 | 39.7 | 2,052.0 |