KKR & CO. INC.
KKR & CO. INC.
The following presents the portion of the consolidated balances presented in the consolidated statements of financial condition attributable to consolidated variable interest entities ("VIEs"). As of March 31, 2021 and December 31, 2020, KKR's consolidated VIEs consist primarily of (i) certain collateralized financing entities ("CFEs") holding collateralized loan obligations ("CLOs") and commercial real estate mortgage-backed securities ("CMBS") and (ii) certain investment funds. funds and (iii) certain VIEs formed by Global Atlantic.
See notes to financial statements.
See notes to financial statements.
KKR & CO. INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(All Amounts in Thousands, Except Share and Per Share Data, and Except Where Noted)
1. ORGANIZATION
KKR & Co. Inc. (NYSE: KKR), through its subsidiaries (collectively, "KKR"), is a leading global investment firm that manages multipleoffers alternative asset classes including private equity, energy, infrastructure, real estatemanagement and credit, with strategic partners that manage hedge funds.capital markets and insurance solutions. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and drivingsupporting growth in its portfolio companies and value creationcommunities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of The Global Atlantic Financial Group LLC ("TGAFG" and, together with KKR's 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.subsidiaries, "Global Atlantic").
KKR & Co. Inc. is the parent company of KKR Group Holdings Corp., which is the general partner of KKR Group Partnership L.P. ("KKR Group Partnership"). KKR & Co. Inc. both indirectly controls KKR Group Partnership and indirectly holds Class A partner unitsinterests in KKR Group Partnership ("KKR Group Partnership Units") representing economic interests in KKR's business. The remaining KKR Group Partnership Units are held by KKR Holdings L.P. ("KKR Holdings"), which is not a subsidiary of KKR & Co. Inc., and holders of other exchangeable securities. As of March 31, 2020,2021, KKR & Co. Inc. held indirectly approximately 65.9% of the KKR Group Partnership Units and KKR Holdings held approximately 34.1%67.8% of the KKR Group Partnership Units. The percentage ownership in KKR Group Partnership will continue to change as KKR Holdings and these holders exchange itstheir KKR Group Partnership Units for shares of Class A common stock of KKR & Co. Inc. or when KKR & Co. Inc. otherwise issues or repurchases shares of Class A common stock of KKR & Co. Inc. KKR Group Partnership also has outstanding limited partner interests that provide for a carry pool and preferred units with economic terms that mirror the Series A Preferred Stock, Series B Preferred Stock and Series B preferred stockC Mandatory Convertible Preferred Stock issued by KKR & Co. Inc.
Acquisition of Global Atlantic Financial Group
In July 2020, KKR and Global Atlantic Financial Group Limited announced a strategic transaction whereby KKR agreed to acquire Global Atlantic, a leading retirement and life insurance and reinsurance company. The transaction, which closed on February 1, 2021, was funded with a combination of: (i) cash on hand, (ii) proceeds from syndication of the equity interests in Global Atlantic to minority co-investors, (iii) proceeds from the offering of $1,150 million of 6.00% Series C Mandatory Convertible Preferred Stock by KKR & Co. Inc. and (iv) proceeds from the offering of $750 million aggregate principal amount of 3.500% Senior Notes due 2050 by KKR Group Finance Co. VIII LLC.
Global Atlantic's results are included in KKR's consolidated financial statements commencing from the GA Acquisition Date. Refer to Note 3 "Acquisition of Global Atlantic" for additional information on the transaction.
References herein to "KKR," refer to KKR & Co. Inc. and its subsidiaries, including Global Atlantic, unless the context requires otherwise such as in sections where it refers to the asset management business only.
Reorganization and Acquisition of KKR Capstone
On January 1, 2020, KKR completed an internal reorganization (the "Reorganization"), in which (i) KKR Management Holdings L.P. ("Management Holdings") and KKR International Holdings L.P. ("International Holdings") were combined with KKR Fund Holdings L.P. ("Fund Holdings"), which changed its name to KKR Group Partnership L.P. and became the sole intermediate holding company for KKR's business, (ii) the issuers of each series of KKR’s outstanding senior notes were contributed to KKR Group Partnership and the guarantees by International Holdings and Management Holdings under the senior notes were automatically and unconditionally released and discharged pursuant to the terms of the indentures governing such senior notes, with KKR Group Partnership remaining as a guarantor, and (iii) the ownership interests of certain operating subsidiaries of KKR Group Partnership were reorganized. References to "KKR Group Partnerships" for periods prior to the Reorganization mean Fund Holdings, Management Holdings and International Holdings, collectively, and references to "KKR Group Partnership" for periods following the Reorganization mean KKR Group Partnership L.P. References to a "KKR Group Partnership Unit" mean (i) one Class A partner interest in each of Fund Holdings, Management Holdings and International Holdings, collectively, for periods prior to the Reorganization and (ii) one Class A partner interest in KKR Group Partnership for periods following the Reorganization.
Contemporaneously with the Reorganization, KKR acquired KKR Capstone Americas LLC and its affiliates ("KKR Capstone") on January 1, 2020. KKR Capstone was consolidated prior to January 1, 2020 and consequently, this transaction was accounted for as an equity transaction. This transaction resulted in an increase to the KKR Group Partnership equity. Accordingly, both KKR's equity and noncontrolling interests held by KKR Holdings increased for their proportionate share of the KKR Capstone equity based on their ownership in KKR Group Partnership on January 1, 2020.
Notes to Financial Statements (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements of KKR & Co. Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the instructions to this Quarterly Report on Form 10-Q. The condensed consolidated financial statements (referred to hereafter as the "financial statements"), including these notes, are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) such that the financial statements are presented fairly and that estimates made in preparing the financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The consolidated balance sheet data as of December 31, 20192020 was derived from audited financial statements included in KKR's Annual Report on Form 10-K for the year ended December 31, 2019,2020, filed with the Securities and Exchange Commission (the "SEC") on February 18, 2020,19, 2021, and the financial statements should be read in conjunction with the audited financial statements included therein. Additionally, in the accompanying financial statements, the condensed consolidated statements of financial condition are referred to hereafter as the "consolidated statements of financial condition"; the condensed consolidated statements of operations are referred to hereafter as the "consolidated statements of operations"; the condensed consolidated statements of comprehensive income (loss) are referred to hereafter as the "consolidated statements of comprehensive income (loss)"; the condensed consolidated statements of changes in equity and redeemable non-controlling interests are referred to hereafter as the "consolidated statements of changes in equity"; and the condensed consolidated statements of cash flows are referred to hereafter as the "consolidated statements of cash flows."
KKR consolidates the financial results of KKR Group Partnership and its consolidated entities, which include the accounts of KKR's investment management and capital markets companies, the general partners of certain unconsolidated investment funds, general partners of consolidated investment funds and their respective consolidated investment funds, and certain other entities including CFEs.CFEs and Global Atlantic. References in the accompanying financial statements to "principals" are to KKR's senior employees who hold interests in KKR's business through KKR Holdings. References to Global Atlantic hereafter includes the insurance companies of Global Atlantic, which are consolidated by KKR starting on the GA Acquisition Date (refer to Note 3 "Acquisition of Global Atlantic" for additional information on the transaction).
The presentations in the consolidated statement of financial condition and consolidated statement of operations reflect the significant industry diversification of KKR by its acquisition of Global Atlantic. Global Atlantic operates an insurance business, and KKR operates an asset management business, each of which possess distinct characteristics. As a result, KKR developed a two-tiered approach for the financial statements presentation, where Global Atlantic's insurance operations are presented separately from KKR's asset management business. KKR believes that these separate presentations provide a more informative view of the consolidated financial position and results of operations than traditional aggregated presentations and that reporting Global Atlantic’s insurance operations separately is appropriate given, among other factors, the relative significance of Global Atlantic’s policy liabilities, which are not obligations of KKR (other than the insurance companies that issued them). If a traditional aggregate presentation were to be used, KKR would expect to eliminate or combine several identical or similar captions, which would condense the presentations, but would also reduce the level of information presented. KKR also believes that using a traditional aggregate presentation would result in no new line items compared to the two-tier presentation included in the financial statements in this report.
In addition, in connection with the Global Atlantic acquisition, we organized our business into 2 segments: Asset Management and Insurance. Global Atlantic’s operations constitute the Insurance segment. See Note 20 "Segment Reporting".
The summary of the significant accounting policies has been organized considering the two-tiered approach and includes a section for common accounting policies and an accounting policy section for each of the two tiers when a policy is specific to one of the tiers.
All intercompany transactions and balances have been eliminated.
Notes to Financial Statements (Continued)
SIGNIFICANT ACCOUNTING POLICIES - COMMON AMONG ASSET MANAGEMENT AND INSURANCE
COVID-19 and Global Economic and Market Conditions
The outbreak of a novel strain of coronavirus ("COVID-19") has caused, and continues to impact the United States and other countries throughout the world. In March 2020, the World Health Organization declared COVID-19 to be a pandemic and the United States declared a national emergency duecause, severe disruptions to the outbreak. In connection with these declarations, various governments around the world have instituted measures to slow the transmissions of COVID-19, which substantially restrict individualU.S. and business activities. These measures include, for example, closures of non-essential businesses, limitations of crowd size, stay-at-home orders, quarantines, heightened border controls and limitations on travel. Governments in the United States and around the world have responded with fiscal and monetary stimuli that aim to provide emergency assistance to individuals and businesses negatively impacted by COVID-19.global economies. The outbreak of COVID-19 and the actions taken in response have had far reaching impact on the U.S. and global economies, contributing to significant volatility in the financial markets, resulting in a general declineincreased volatility in equity prices (including our common stock) and lower interest rates, and causing furloughs and layoffs in the labor market. Although a number of vaccines for COVID-19 have been developed and are in the process of being deployed in certain countries, including the United States, the timing for widespread vaccination and immunity is uncertain, and these vaccines may be less effective against any new mutated strains of the virus that have started to spread globally.
Given the ongoing nature of the outbreak,pandemic, at this time weKKR cannot reasonably predict the magnitude of the ultimate impact that COVID-19 will have on KKR’s business, financial performance and operating results. We believeKKR believes COVID-19's adverse impact on KKR’s business, financial performance and operating results will be significantly driven by a number of factors that we areKKR is unable to predict or control, including, for example: the severity and duration of the pandemic; the pandemic's impact on the U.S. and global economies; the timing, scope and effectiveness of additional governmental responses to the pandemic; the timing and speed of economic recovery, including the availability and distribution of a treatment or vaccinationtreatments and vaccines for COVID-19; and the negative impact on our fund investors, vendors and other business partners that may indirectly adversely affect KKR.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and investment income (loss) during the reporting periods. Such estimates include but are not limited to (i) the valuation of investments and financial instruments, (ii) the determination of the income tax provision, (iii) the impairment of goodwill and (ii)intangible assets, (iv) the impairment of available-for-sale investments, (v) the valuation of investmentsinsurance policy liabilities, (vi) the valuation of embedded derivatives, (vii) the determination of the allowance for loan losses, and financial instruments.(viii) amortization of deferred revenues and expenses associated with the insurance business. Actual results could differ from those estimates, and such differences could be material to the financial statements.
Notes to Financial Statements (Continued)
Principles of Consolidation
The types of entities KKR assesses for consolidation include (i) subsidiaries, including management companies, broker-dealers and general partners of investment funds that KKR manages, (ii) entities that have all the attributes of an investment company, like investment funds, (iii) CFEs, (iv) Global Atlantic and (iv)its insurance companies beginning on February 1, 2021, and (v) other entities. Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity. For further information on the acquisition accounting for Global Atlantic see Note 3 "Acquisition of Global Atlantic".
Pursuant to its consolidation policy, KKR first considers whether an entity is considered a VIE and therefore whether to apply the consolidation guidance under the VIE model. Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities ("VOEs") under the voting interest model.
KKR's funds are, for GAAP purposes, investment companies and therefore are not required to consolidate their investments in portfolio companies even if majority-owned and controlled. Rather, the consolidated funds and vehicles reflect their investments at fair value as described below in "Fair Value Measurements."
An entity in which KKR holds a variable interest is a VIE if any one of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support, (b) the holders of the equity investment at risk (as a group) lack either the direct or indirect ability through voting rights or similar rights to make decisions about a legal entity's activities that have a significant effect on the success of the legal entity or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some investors are disproportionate to their obligation to absorb the expected losses of the legal entity, their rights to receive the expected residual returns of the legal entity, or both and substantially all of the legal entity's activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. Limited partnerships and other similar entities where unaffiliated limited partners have not been granted (i) substantive participatory rights or (ii) substantive rights to either dissolve the partnership or remove the general partner ("kick-out rights") are VIEs under condition (b) above.VIEs. KKR's investment funds that are not CFEs (i) are
Notes to Financial Statements (Continued)
generally limited partnerships, (ii) generally provide KKR with operational discretion and control, and (iii) generally have fund investors with no substantive rights to impact ongoing governance and operating activities of the fund, including the ability to remove the general partner, and, as such, the limited partners do not holdhave kick-out rights. Accordingly, most of KKR's investment funds are categorized as VIEs.
KKR consolidates all VIEs in which it is the primary beneficiary. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (i) whether an entity in which KKR holds a variable interest is a VIE and (ii) whether KKR's involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (for example, management and performance related fees)income), would give it a controlling financial interest. Performance of that analysis requires the exercise of judgment. Fees earned by KKR that are customary and commensurate with the level of effort required to provide those services, and where KKR does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered to be variable interests. KKR factors in all economic interests including interests held through related parties, to determine if it holds a variable interest. KKR determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion when facts and circumstances change.
For entities that are determined not to be VIEs, these entities are generally considered VOEs and are evaluated under the voting interest model. KKR consolidates VOEs it controls through a majority voting interest or through other means.
The consolidation assessment, including the determination as to whether an entity qualifies as a VIE or VOE, depends on the facts and circumstances surroundingfor each entity, and therefore certain of KKR's investment funds may qualify as VIEs whereas others may qualify as VOEs.
With respect to CLOs (which are generally VIEs), in itsKKR's role as collateral manager, KKR generally has the power to direct the activities of the CLO that most significantly impact the economic performance of the entity. In some, but not all cases, KKR, through its residual interest in the CLO may have variable interests that represent an obligation to absorb losses of, or a right to receive benefits from, the CLO that could potentially be significant to the CLO. In cases where KKR has both the power to direct the activities of the CLO that most significantly impact the CLO's economic performance and the obligation to absorb losses of the CLO or the right to receive benefits from the CLO that could potentially be significant to the CLO, KKR is deemed to be the primary beneficiary and consolidates the CLO.
Notes to Financial Statements (Continued)
With respect to CMBS vehicles (whichKKR Acquisition Holdings I Corp., a special purpose acquisition company ("SPAC"). The sponsor shareholder is a limited liability company whose only assets are generally VIEs), KKR holds unrated and non-investment grade ratedequity securities issued by the CMBS, which are the most subordinate tranche of the CMBS vehicle.SPAC. The economic performanceinvestors in the sponsor shareholder are KKR and an unaffiliated investor. KKR is not the managing member of the CMBS is most significantly impacted bysponsor shareholder, and KKR does not have the performance of the underlying assets. Thus, the activities that most significantly impact the CMBS economic performance are the activities that most significantly impact the performance of the underlying assets. The special servicer has the ability to manage the CMBS assets that are delinquent or in default to improve the economic performance of the CMBS. KKR generally has the right to unilaterally appoint and remove the special servicer for the CMBS and as such is considered the controlling class of the CMBS vehicle. These rights give KKR the abilitysole power to direct the activities that most significantly impact the sponsor shareholder. As such, KKR treats its investment in the sponsor shareholder as an equity method investment.
Global Atlantic has formed certain VIEs to hold investments, including railcar, aviation and other transportation equipment, renewable energy projects, fixed maturity securities, residential rental properties and student loans. These VIEs issue beneficial interests primarily to Global Atlantic’s insurance companies and Global Atlantic maintains the power to direct the activities of the VIEs that most significantly impact their economic performance and bears the obligation to absorb losses or receive benefits from the VIEs that could potentially be significant. Accordingly, Global Atlantic is the primary beneficiary of these VIEs, which are consolidated in Global Atlantic’s results. Where these VIEs or entities consolidated by these VIEs issue beneficial interests to third-party investors, they are reported as non-controlling interests by Global Atlantic.
For certain consolidated renewable energy partnerships consolidated by Global Atlantic's insurance companies, Global Atlantic uses hypothetical liquidation at book value method ("HLBV") to allocate income and cash flows based on third-party investors’ claim to net assets, including those for the noncontrolling interests and redeemable noncontrolling interests.
KKR classifies certain noncontrolling interests with redemption features that are not solely within the control of KKR outside of permanent equity on its consolidated statements of financial condition. These redeemable non-controlling interests are reported using the greater of the CMBS. Additionally,carrying value at each reporting date as determined by the HLBV method or the estimated redemption value in each reporting period.
Notes to Financial Statements (Continued)
Cash and Cash Equivalents
KKR considers all liquid short‑term investments with original maturities of 90 days or less when purchased to be cash equivalents. Cash and cash equivalents includes cash held at consolidated entities, which represents cash that, although not legally restricted, is not available generally to fund liquidity needs of KKR, as the holderuse of such funds is generally limited to the investment activities of KKR's investment funds and CFEs. In prior periods, those amounts were classified in a separate line "Cash and Cash Equivalents Held at Consolidated Entities" on the statement of financial condition, and the comparable information have been recasted to current presentation.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents primarily represent amounts that are held by third parties under certain of KKR's financing and derivative transactions. The duration of this restricted cash generally matches the duration of the most subordinate tranche,related financing or derivative transaction. Global Atlantic’s restricted cash principally includes certain cash and cash equivalents held in trusts formed for the benefit of ceding companies or held in connection with open derivative transactions.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve varying levels of management estimation and judgment, the degree of which is dependent on a variety of factors.
GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments and financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I - Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date. The types of financial instruments included in this category are publicly-listed equities, U.S. government and agencies securities, and securities sold short.
Level II - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies. The types of financial instruments included in this category are credit investments, fixed-income securities held by consolidated insurance companies, investments and debt obligations of consolidated CLO entities, convertible debt securities indexed to publicly-listed securities, less liquid and restricted equity securities, certain funds withheld payable at interest, and certain over-the-counter derivatives such as foreign currency option and forward contracts.
Level III - Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments generally included in this category are private portfolio companies, real assets investments, certain credit investments, equity method investments for which the fair value option was elected, certain fixed-income and structured securities held by the consolidated insurance subsidiaries, reinsurance recoverables carried at fair value, certain insurance policy liabilities carried at fair value, and certain embedded derivatives related to (i) certain funds withheld payable at interest, and (ii) annuities and indexed universal life products, which contain equity-indexed features.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. KKR's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset.
Notes to Financial Statements (Continued)
A significant decrease in the volume and level of activity for the asset or liability is an indication that transactions or quoted prices may not be representative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value.
The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of instrument, whether the instrument has recently been issued, whether the instrument is traded on an active exchange or in the secondary market, and current market conditions. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires additional judgment. Accordingly, the degree of judgment exercised by KKR in determining fair value is greatest for instruments categorized in Level III. The variability and availability of the observable inputs affected by the factors described above may cause transfers between Levels I, II, and III, which KKR recognizes at the beginning of the reporting period.
Investments and other financial instruments that have readily observable market prices (such as those traded on a first losssecurities exchange) are stated at the last quoted sales price as of the reporting date. KKR does not adjust the quoted price for these investments, even in situations where KKR holds a large position and hasa sale could reasonably affect the rightquoted price.
Management's determination of fair value is based upon the methodologies and processes described below and may incorporate assumptions that are management's best estimates after consideration of a variety of internal and external factors.
Level II Valuation Methodologies
Credit Investments, U.S. Municipal Securities, Corporate Bonds and Structured Securities: These financial instruments generally have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that KKR and others are willing to receive benefits, includingpay for an instrument. Ask prices represent the actual residual returnslowest price that KKR and others are willing to accept for an instrument. For financial instruments whose inputs are based on bid-ask prices obtained from third party pricing services, fair value may not always be a predetermined point in the bid-ask range. KKR's policy is generally to allow for mid-market pricing and adjusting to the point within the bid-ask range that meets KKR's best estimate of fair value. KKR may also use model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Investments and Debt Obligations of Consolidated CLO Vehicles: Investments of consolidated CLO vehicles are reported within Investments of Consolidated CFEs and are valued using the same valuation methodology as described above for credit investments. Under ASU 2014-13, KKR measures CLO debt obligations on the basis of the CMBS, if any.fair value of the financial assets of the CLO.
Securities Indexed to Publicly-Listed Securities: These securities are typically valued using standard convertible security pricing models. The key inputs into these models that require some amount of judgment are the credit spreads utilized and the volatility assumed. To the extent the company being valued has other outstanding debt securities that are publicly-traded, the implied credit spread on the company's other outstanding debt securities would be utilized in the valuation. To the extent the company being valued does not have other outstanding debt securities that are publicly-traded, the credit spread will be estimated based on the implied credit spreads observed in comparable publicly-traded debt securities. In certain cases, an additional spread will be added to reflect an illiquidity discount due to the fact that the security being valued is not publicly-traded. The volatility assumption is based upon the historically observed volatility of the underlying equity security into which the convertible debt security is convertible and/or the volatility implied by the prices of options on the underlying equity security.
Equity Securities: The valuation of certain equity securities is based on (i) an observable price for an identical security adjusted for the effect of a restriction or leverage that collateralized the equity securities and (ii) quoted prices for identical or similar instruments in markets that are not active.
Derivatives: The valuation incorporates observable inputs comprising yield curves, foreign currency rates, interest rate volatility and credit spreads.
Notes to Financial Statements (Continued)
Level III Valuation Methodologies
Private Equity Investments: KKR generally employs 2 valuation methodologies when determining the fair value of a private equity investment. The first methodology is typically a market comparables analysis that considers key financial inputs, which may take into account recent public and private transactions and other available measures. The second methodology utilized is typically a discounted cash flow analysis, which incorporates significant assumptions and judgments. Estimates of key inputs used in this methodology include the weighted average cost of capital for the investment and assumed inputs used to calculate terminal values, such as exit EBITDA multiples. The results of the discounted cash flow approach can be significantly impacted by these cases,estimates. Other inputs are also used in both methodologies. In addition, when a definitive agreement has been executed to sell an investment, KKR is deemedgenerally considers a significant determinant of fair value to be the primary beneficiaryconsideration to be received by KKR pursuant to the executed definitive agreement.
Upon completion of the valuations conducted using these methodologies, a weighting is ascribed to each method, and consolidatesan illiquidity discount is typically applied where appropriate. The ultimate fair value recorded for a particular investment will generally be within a range suggested by the CMBS vehicle.2 methodologies, except that the value may be higher or lower than such range in the case of investments being sold pursuant to an executed definitive agreement.
When determining the weighting ascribed to each valuation methodology, KKR considers, among other factors, the availability of direct market comparables, the applicability of a discounted cash flow analysis, the expected hold period and manner of realization for the investment, and in the case of investments being sold pursuant to an executed definitive agreement, an estimated probability of such sale being completed. These factors can result in different weightings among investments in the portfolio and in certain instances may result in up to a 100% weighting to a single methodology.
When an illiquidity discount is to be applied, KKR seeks to take a uniform approach across its portfolio and generally applies a minimum 5% discount to all private equity investments. KKR then evaluates such private equity investments to determine if factors exist that could make it more challenging to monetize the investment and, therefore, justify applying a higher illiquidity discount. These factors generally include (i) whether KKR is unable to freely sell the portfolio company or conduct an initial public offering of the portfolio company due to the consent rights of a third party or similar factors, (ii) whether the portfolio company is undergoing significant restructuring activity or similar factors, and (iii) characteristics about the portfolio company regarding its size and/or whether the portfolio company is experiencing, or expected to experience, a significant decline in earnings. These factors generally make it less likely that a portfolio company would be sold or publicly offered in the near term at a price indicated by using just a market multiples and/or discounted cash flow analysis, and these factors tend to reduce the number of opportunities to sell an investment and/or increase the time horizon over which an investment may be monetized. Depending on the applicability of these factors, KKR determines the amount of any incremental illiquidity discount to be applied above the 5% minimum, and during the time KKR holds the investment, the illiquidity discount may be increased or decreased, from time to time, based on changes to these factors. The amount of illiquidity discount applied at any time requires considerable judgment about what a market participant would consider and is based on the facts and circumstances of each individual investment. Accordingly, the illiquidity discount ultimately considered by a market participant upon the realization of any investment may be higher or lower than that estimated by KKR in its valuations.
In the case of growth equity investments, enterprise values may be determined using the market comparables analysis and discounted cash flow analysis described above. A scenario analysis may also be conducted to subject the estimated enterprise values to a downside, base and upside case, which involves significant assumptions and judgments. A milestone analysis may also be conducted to assess the current level of progress towards value drivers that we have determined to be important, which involves significant assumptions and judgments. The enterprise value in each case may then be allocated across the investment's capital structure to reflect the terms of the security and subjected to probability weightings. In certain cases, the values of growth equity investments may be based on recent or expected financings or other transactions.
Real Asset Investments: Real asset investments in infrastructure, energy and real estate are valued using one or a combination of the discounted cash flow analysis, market comparables analysis and direct income capitalization methods, which in each case incorporates significant assumptions and judgments.
Infrastructure investments are generally valued using the discounted cash flow analysis. Key inputs used in this methodology can include the weighted average cost of capital and assumed inputs used to calculate terminal values, such as exit EBITDA multiples.
Energy investments are generally valued using a discounted cash flow approach, and where applicable, a market approach using comparable companies and transactions. Key inputs used in our valuations include (i) the weighted average cost of capital,
Notes to Financial Statements (Continued)
(ii) future commodity prices, as quoted on indices, and long-term commodity price forecasts, and (iii) the asset’s projected future operating performance.
Real estate investments are generally valued using a combination of direct income capitalization and discounted cash flow analysis. Certain real estate investments are valued by KKR based on ranges of valuations determined by independent valuation firms. Key inputs used in such methodologies that require estimates include an unlevered discount rate and current capitalization rate. The valuations of real assets investments also use other inputs.
Credit Investments: Credit investments are valued using values obtained from dealers or market makers, and where these values are not available, credit investments are generally valued by KKR based on ranges of valuations determined by an independent valuation firm. Valuation models are based on discounted cash flow analyses, for which the key inputs are determined based on market comparables, which incorporate similar instruments from similar issuers.
Real Estate Mortgage Loans: Real estate mortgage loans are illiquid, structured investments that are specific to the property and its operating performance. KKR engages an independent valuation firm to estimate the fair value of each loan. KKR reviews the quarterly loan valuation estimates provided by the independent valuation firm. These loans are generally valued using a discounted cash flow model using discount rates derived from observable market data applied to the capital structure of the respective sponsor and estimated property value.
Other Investments: With respect to other investments including equity method investments, KKR generally employs the same valuation methodologies as described above for private equity, credit investments and real assets investments when valuing these other investments.
Funds withheld at interest:The funds withheld receivables and payables at interest carried at fair value are primarily valued based on the fair value of the underlying investments, which have quoted prices or other observable inputs to pricing. A portion of the funds withheld receivable and payables at interest carried at fair value represent embedded derivatives and are valued using present value techniques that consider inputs including contract duration.
Reinsurance recoverables: Reinsurance recoverables carried at fair value are valued using present value techniques that consider inputs including mortality and surrender rates for the associated policies, as well as estimates of policy expenses and the cost of capital held in support of the related closed block policy liabilities.
Insurance liabilities and insurance embedded derivatives: Policy liabilities carried at fair value are valued using present value techniques that discount estimated liability cash flows at a rate that reflects the riskiness of those cash flows and also consider policyholder behavior (including lapse rates, surrender rates and mortality). Closed block policy liabilities carried at fair value are valued using present value techniques that consider inputs including mortality and surrender rates for the respective policies, as well as estimates of policy expenses and the cost of capital held in support of the liabilities. The funds withheld payable at interest carried at fair value represents embedded derivatives and is valued based on the change in the fair value of the assets supporting the payable. Other embedded derivative liabilities are related to our fixed-indexed annuity, variable annuity and indexed universal life products, which contain equity-indexed features. The embedded derivative liabilities are calculated as the present value of future projected benefits in excess of the projected guaranteed benefits, using an option budget as the indexed account value growth rate and considering an adjustment to reflect the risk of nonperformance on our obligation and inputs such as projected withdrawal and surrender activity, and mortality. KKR calculates nonperformance risk using a blend of observable peer holding company credit spreads, adjusted to reflect the claims paying ability of our insurance entities, as well as an adjustment to reflect the priority of policyholder claims.
Key unobservable inputs that have a significant impact on KKR's Level III valuations as described above are included in Note 9 "Fair Value Measurements." KKR utilizes several unobservable pricing inputs and assumptions in determining the fair value of its Level III financial instruments. These unobservable pricing inputs and assumptions may differ by financial instruments and in the application of KKR's valuation methodologies. KKR's reported fair value estimates could vary materially if KKR had chosen to incorporate different unobservable pricing inputs and other assumptions or, for certain applicable investments, if KKR only used either the discounted cash flow methodology or the market comparables methodology instead of assigning a weighting to both methodologies.
There is inherent uncertainty involved in the valuation of Level III financial instruments and there is no assurance that, upon liquidation or sale, KKR will realize the values reflected in our valuations. Our valuations may differ significantly from the values that would have been used had an active market for the financial instruments existed, and it is reasonably possible that the difference could be material.
Notes to Financial Statements (Continued)
Goodwill and Intangible Assets
Goodwill represents the excess of acquisition cost over the fair value of net tangible and intangible assets acquired in connection with an acquisition. Goodwill is assessed for impairment annually in the third quarter of each fiscal year or more frequently if circumstances indicate impairment may have occurred. Goodwill is recorded in Other Assets in the accompanying consolidated statements of financial condition.
KKR has the option to either (i) perform a quantitative impairment test or (ii) first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, in which case the quantitative test would then be performed. When performing a quantitative impairment test, KKR compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying amount, the goodwill impairment loss is equal to the excess of the carrying value over the fair value, limited to the carrying amount of goodwill allocated to that reporting unit. The estimated fair values of the reporting units are derived based on valuation techniques KKR believes market participants would use for each respective reporting unit. The estimated fair values are generally determined by utilizing a discounted cash flow methodology or methodologies that incorporate market multiples of certain comparable companies.
KKR tests goodwill for impairment at the reporting unit level, which is generally at the level of or one level below its reportable segments. Goodwill recorded as a result of the acquisition of Global Atlantic has been allocated to the Insurance Segment. See Note 20 "Segment Reporting".
Intangible assets, which primarily relate to intangible assets acquired in the GA Acquisition are recorded in Other Assets in the accompanying consolidated statements of financial condition and are amortized over their estimated useful lives and are reviewed for impairment on an interim basis when impairment indicators are present. Impairment losses are recorded within Insurance Expenses in the consolidated statements of operations. The finite lived intangible assets are amortized using the straight-line method over the useful life of the assets which is between 15 to 19 years. The indefinite lived intangible assets are not subject to amortization.
For additional details on the GA Acquisition and the acquisition accounting see Note 3 "Acquisition of Global Atlantic".
Fixed Assets, Depreciation and Amortization
Fixed assets consist primarily of corporate real estate, leasehold improvements, furniture and computer hardware. Such amounts are recorded at cost less accumulated depreciation and amortization and are included in Other Assets within the accompanying consolidated statements of financial condition. Depreciation and amortization are calculated using the straight‑line method over the assets' estimated economic useful lives, which for leasehold improvements are the lesser of the lease term or the life of the asset, for KKR's owner occupied corporate real estate is up to forty years, and three to seven years for other fixed assets.
Foreign Currency
Consolidated entities that have a functional currency that differs from KKR's reporting currency are primarily KKR's investment management and capital markets companies located outside the United States and certain CFEs. Foreign currency denominated assets and liabilities are translated using the exchange rates prevailing at the end of each reporting period. Results of foreign operations are translated at the weighted average exchange rate for each reporting period. Translation adjustments are included as a component of accumulated other comprehensive income (loss) until realized. Foreign currency income or expenses resulting from transactions outside of the functional currency of a consolidated entity are recorded as incurred in general, administrative and other expense in the consolidated statements of operations.
Notes to Financial Statements (Continued)
Leases
At contract inception, KKR determines if an arrangement contains a lease by evaluating whether (i) the identified asset has been deployed in the contract explicitly or implicitly and (ii) KKR obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. Additionally, at contract inception KKR will evaluate whether the lease is an operating or finance lease. Right-of-use ("ROU") assets represent KKR’s right to use an underlying asset for the lease term and lease liabilities represent KKR’s obligation to make lease payments arising from the lease.
ROU assets and the associated lease liabilities are recognized at the commencement date based on the present value of the future minimum lease payments over the lease term. The discount rate implicit in the lease is generally not readily determinable. Consequently, KKR uses its incremental borrowing rate based on the information available including, but not limited to, collateral assumptions, the term of the lease, and the economic environment in which the lease is denominated at the commencement date in determining the present value of the future lease payments. The ROU assets are recognized as the initial measurement of the lease liabilities plus any initial direct costs and any prepaid lease payments less lease incentives received, if any. The lease terms may include options to extend or terminate the lease which are accounted for when it is reasonably certain that KKR will exercise that option. Certain leases that include lease and non-lease components are accounted for as one single lease component. In addition to contractual rent payments, occupancy lease agreements generally include additional payments for certain costs incurred by the landlord, such as building expenses and utilities. To the extent these are fixed or determinable, they are included as part of the lease payments used to measure the Operating Lease Liability.
Operating lease expense is recognized on a straight-line basis over the lease term and is recorded within Occupancy and Related Charges in the accompanying consolidated statements of operations. The ROU assets are included in Other Assets and the lease liabilities are included in Accrued Expenses and Other Liabilities in the accompanying consolidated statements of financial condition. See Note 14 "Other Assets and Accrued Expenses and Other Liabilities."
Comprehensive Income (Loss)
Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from contributions from and distributions to owners. In the accompanying consolidated financial statements, comprehensive income is comprised of (i) Net Income (Loss), as presented in the consolidated statements of operations, (ii) unrealized gains (losses) on available-for-sale securities and (iii) net foreign currency translation.
Income Taxes
KKR & Co. Inc. is a domestic corporation for U.S. federal income tax purposes and is subject to U.S. federal, state and local income taxes at the entity level on its share of taxable income. In addition, KKR Group Partnership and certain of its subsidiaries operate as partnerships for U.S. federal tax purposes but as taxable entities for certain state, local or non-U.S. tax purposes. Moreover, certain corporate subsidiaries of KKR, including certain Global Atlantic subsidiaries, are domestic corporations for U.S. federal income tax purposes and are subject to U.S. federal, state, and local income taxes.
Deferred Income Taxes
Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period when the change is enacted.
Deferred tax assets, which are recorded in Other Assets within the statement of financial condition, are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. When evaluating the realizability of the deferred tax assets, all evidence, both positive and negative, is considered. Items considered when evaluating the need for a valuation allowance include the ability to carry back losses, future reversals of existing temporary differences, tax planning strategies, and expectations of future earnings.
For a particular tax‑paying component of an entity and within a particular tax jurisdiction, deferred tax assets and liabilities are offset and presented as a single amount within Other Assets or Accrued and Other Liabilities, as applicable, in the accompanying statements of financial condition.
Notes to Financial Statements (Continued)
Uncertain Tax Positions
KKR analyzes its tax filing positions in all of the U.S. federal, state and local tax jurisdictions and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, KKR determines that uncertainties in tax positions exist, a reserve is established. The reserve for uncertain tax positions is recorded in Accrued and Other Liabilities in the accompanying statements of financial condition. KKR recognizes accrued interest and penalties related to uncertain tax positions within the provision for income taxes in the consolidated statements of operations.
KKR records uncertain tax positions on the basis of a two‑step process: (a) determination is made whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (b) those tax positions that meet the more‑likely‑than‑not threshold are recognized as the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
SIGNIFICANT ACCOUNTING POLICIES - ASSET MANAGEMENT
The significant accounting policies applicable to KKR’s asset management business are described below.
Investments
Investments consist primarily of private equity, credit, investments of consolidated CFEs, real assets, equity method and other investments. Investments denominated in currencies other than the entity's functional currency are valued based on the spot rate of the respective currency at the end of the reporting period with changes related to exchange rate movements reflected in the consolidated statements of operations. Security and loan transactions are recorded on a trade date basis. Further disclosure on investments is presented in Note 47 "Investments."
The following describes the types of securities held within each investment class.
Private Equity - Consists primarily of equity investments in operating businesses, including growth equity investments.
Credit - Consists primarily of investments in below investment grade corporate debt securities (primarily high yield bonds and syndicated bank loans), originated, distressed and opportunistic credit, real estate mortgage loans, and interests in unconsolidated CLOs.
Investments of Consolidated CFEs - Consists primarily of (i) investments in below investment grade corporate debt securities (primarily high yield bonds and syndicated bank loans) held directly by the consolidated CLOs and (ii) investments in originated, fixed-rate real estate mortgage loans held directly by the consolidated CMBS vehicles.CLOs.
Real Assets - Consists primarily of investments in (i) energy related assets, principally oil and natural gas properties, (ii) infrastructure assets, and (iii) real estate, principally residential and commercial real estate assets and businesses.
Equity Method - Other - Consists primarily of (i) certain direct interests in operating companies in which KKR is deemed to exert significant influence under GAAP and (ii) certain interests in partnerships and joint ventures that hold private equity and real assets investments.
Equity Method - Capital Allocation-Based Income - Consists primarily of (i) the capital interest KKR holds as the general partner in certain investment funds, which are not consolidated and (ii) the carried interest component of the general partner interest, which are accounted for as a single unit of account.
Other - Consists primarily of investments in common stock, preferred stock, warrants and options of companies that are not private equity, real assets, credit or investments of consolidated CFEs.
Level II Valuation Methodologies
Credit Investments, held by Consolidated Investment Funds
The consolidated investment funds are, for GAAP purposes, investment companiesU.S. Municipal Securities, Corporate Bonds and reflect their investments and otherStructured Securities: These financial instruments including portfolio companiesgenerally have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that KKR and others are majority-ownedwilling to pay for an instrument. Ask prices represent the lowest price that KKR and controlled byothers are willing to accept for an instrument. For financial instruments whose inputs are based on bid-ask prices obtained from third party pricing services, fair value may not always be a predetermined point in the bid-ask range. KKR's investment funds, atpolicy is generally to allow for mid-market pricing and adjusting to the point within the bid-ask range that meets KKR's best estimate of fair value. KKR has retained this specialized accountingmay also use model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Investments and Debt Obligations of Consolidated CLO Vehicles: Investments of consolidated CLO vehicles are reported within Investments of Consolidated CFEs and are valued using the same valuation methodology as described above for the consolidated investment funds in consolidation. Accordingly, the unrealized gains and losses resulting from changes in fair value of the investments and other financial instruments held by the consolidated investment funds are reflected as a component of Net Gains (Losses) from Investment Activities in the consolidated statements of operations.
Certain energy investments are made through consolidated investment funds, including investments in working and royalty interests in oil and natural gas properties as well as investments in operating companies that operate in the energy industry. Since these investments are held through consolidated investment funds, such investments are reflected at fair value as of the end of the reporting period.
Notes to Financial Statements (Continued)
Investments in operating companies that are held through KKR's consolidated investment funds are generally classified within private equity investments and investments in working and royalty interests in oil and natural gas properties are generally classified as real assetcredit investments.
Energy Investments held by Under ASU 2014-13, KKR
KKR directly holds certain working and royalty interests in oil and natural gas properties that are not held through investment funds. Oil and natural gas activities are accounted for under the successful efforts method of accounting and such working interests are consolidated based measures CLO debt obligations on the proportionbasis of the working interests held by KKR. Accordingly, KKR reflects its proportionate share of these interests on a gross basis and changes in the value of these interests are not reflected as unrealized gains and losses in the consolidated statements of operations.
Under the successful efforts method, exploration costs, other than the costs of drilling exploratory wells, are charged to expense as incurred. Costs that are associated with the drilling of successful exploration wells are capitalized if proved reserves are found. Lease acquisition costs are capitalized when incurred. Costs associated with the drilling of exploratory wells that do not find proved reserves, geological and geophysical costs and costs of certain nonproducing leasehold costs are charged to expense as incurred.
Expenditures for repairs and maintenance, including workovers, are charged to expense as incurred.
The capitalized costs of producing oil and natural gas properties are depleted on a field-by-field basis using the units-of production method based on the ratio of current production to estimated total net proved oil, natural gas and natural gas liquid reserves. Proved developed reserves are used in computing depletion rates for drilling and development costs and total proved reserves are used for depletion rates of leasehold costs.
Estimated dismantlement and abandonment costs for oil and natural gas properties, net of salvage value, are capitalized at their estimated net present value and amortized on a unit-of-production basis over the remaining life of the related proved developed reserves.
Whenever events or changes in circumstances indicate that the carrying amounts of oil and natural gas properties may not be recoverable, KKR evaluates oil and natural gas properties and related equipment and facilities for impairment on a field-by-field basis. The determination of recoverability is made based upon estimated undiscounted future net cash flows. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flow analysis, with the carrying value of the related asset. Any impairment in value is recognized when incurred and is recorded in General, Administrative, and Other expense in the consolidated statements of operations.
Fair Value Option
For certain investments and other financial instruments, KKR has elected the fair value option. Such election is irrevocable and is applied on a financial instrument by financial instrument basis at initial recognition. KKR has elected the fair value option for certain private equity, real assets, credit, investments of consolidated CFEs, equity method - other and other financial instruments not held through a consolidated investment fund. Accounting for these investments at fair value is consistent with how KKR accounts for its investments held through consolidated investment funds. Changes in the fair value of such instruments are recognized in Net Gains (Losses) from Investment Activities in the consolidated statements of operations. Interest income on interest bearing credit securities on which the fair value option has been elected is based on stated coupon rates adjusted for the accretion of purchase discounts and the amortization of purchase premiums. This interest income is recorded within Interest Income in the consolidated statements of operations.
Equity Method
For certain investments in entities over which KKR exercises significant influence but which do not meet the requirements for consolidation and for which KKR has not elected the fair value option, KKR uses the equity method of accounting. The carrying value of equity method investments, for which KKR has not elected the fair value option, is determined based on the amounts invested by KKR, adjusted for the equity in earnings or losses of the investee allocated based on KKR's respective ownership percentage, less distributions.
For equity method investments for which KKR has not elected the fair value option, KKR records its proportionate share of the investee's earnings or losses based on the most recently available financial information of the investee, which in certain
Notes to Financial Statements (Continued)
cases may lag the date of KKR's financial statements by no more than three calendar months. As of March 31, 2020, equity method investees for which KKR reports financial results on a lag include Marshall Wace LLP ("Marshall Wace").
KKR evaluates its equity method investments for which KKR has not elected the fair value option for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.
The carrying value of investments classified as Equity Method - Capital Allocation-Based Income approximates fair value, because the underlying investments of the unconsolidated investment funds are reported at fair value.
Financial Instruments held by Consolidated CFEs
KKR measures both the financial assets and financial liabilities of the consolidated CFEs in its financial statements using the more observable of the fair value of the financial assets and the fair value of the financial liabilities which results in KKR's consolidated net income (loss) reflecting KKR's own economic interests in the consolidated CFEs including (i) changes in the fair value of the beneficial interests retained by KKR and (ii) beneficial interests that represent compensation for services rendered.
For the consolidated CLOs, KKR has determined that the fair value of the financial assets of the consolidated CLOsCLO.
Securities Indexed to Publicly-Listed Securities: These securities are typically valued using standard convertible security pricing models. The key inputs into these models that require some amount of judgment are the credit spreads utilized and the volatility assumed. To the extent the company being valued has other outstanding debt securities that are publicly-traded, the implied credit spread on the company's other outstanding debt securities would be utilized in the valuation. To the extent the company being valued does not have other outstanding debt securities that are publicly-traded, the credit spread will be estimated based on the implied credit spreads observed in comparable publicly-traded debt securities. In certain cases, an additional spread will be added to reflect an illiquidity discount due to the fact that the security being valued is more observable thannot publicly-traded. The volatility assumption is based upon the fair valuehistorically observed volatility of the financial liabilitiesunderlying equity security into which the convertible debt security is convertible and/or the volatility implied by the prices of options on the consolidated CLOs. As a result, the financial assetsunderlying equity security.
Equity Securities: The valuation of the consolidated CLOs are being measured at fair value and the financial liabilities are being measured in consolidation as: (1) the sum of the fair value of the financial assets and the carrying value of any nonfinancial assets that are incidental to the operations of the CLOs less (2) the sum of the fair value of any beneficial interests retained by KKR (other than those that represent compensation for services) and KKR's carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interests retained by KKR).
For the consolidated CMBS vehicles, KKR has determined that the fair value of the financial liabilities of the consolidated CMBS vehicles is more observable than the fair value of the financial assets of the consolidated CMBS vehicles. As a result, the financial liabilities of the consolidated CMBS vehicles are being measured at fair value and the financial assets are being measured in consolidation as: (1) the sum of the fair value of the financial liabilities (other than the beneficial interests retained by KKR), the fair value of the beneficial interests retained by KKR and the carrying value of any nonfinancial liabilities that are incidental to the operations of the CMBS vehicles less (2) the carrying value of any nonfinancial assets that are incidental to the operations of the CMBS vehicles. The resulting amount is allocated to the individual financial assets.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Except for certain of KKR's equity method investments (see "Equity Method" above) and debt obligations (as described in Note 10 "Debt Obligations"), KKR's investments and other financial instruments are recorded at fair value or at amounts whose carrying values approximate fair value. Where available, fair valuesecurities is based on (i) an observable marketprice for an identical security adjusted for the effect of a restriction or leverage that collateralized the equity securities and (ii) quoted prices for identical or parameters or derived from such prices or parameters. Where observable prices or inputssimilar instruments in markets that are not available, valuation techniques are applied. These valuation techniques involve varying levels of management estimation and judgment, the degree of which is dependent on a variety of factors.
GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments and financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I - Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date. The types of financial instruments included in this category are publicly-listed equities and securities sold short.active.
Level II - Derivatives:Pricing The valuation incorporates observable inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date,comprising yield curves, foreign currency rates, interest rate volatility and fair value is determined through the use of models or other valuation methodologies. Thecredit spreads.
Notes to Financial Statements (Continued)
typesPrivate Equity Investments: KKR generally employs 2 valuation methodologies when determining the fair value of a private equity investment. The first methodology is typically a market comparables analysis that considers key financial inputs, which may take into account recent public and private transactions and other available measures. The second methodology utilized is typically a discounted cash flow analysis, which incorporates significant assumptions and judgments. Estimates of key inputs used in this methodology include the weighted average cost of capital for the investment and assumed inputs used to calculate terminal values, such as exit EBITDA multiples. The results of the discounted cash flow approach can be significantly impacted by these estimates. Other inputs are also used in both methodologies. In addition, when a definitive agreement has been executed to sell an investment, KKR generally considers a significant determinant of fair value to be the consideration to be received by KKR pursuant to the executed definitive agreement.
Upon completion of the valuations conducted using these methodologies, a weighting is ascribed to each method, and an illiquidity discount is typically applied where appropriate. The ultimate fair value recorded for a particular investment will generally be within a range suggested by the 2 methodologies, except that the value may be higher or lower than such range in the case of investments being sold pursuant to an executed definitive agreement.
When determining the weighting ascribed to each valuation methodology, KKR considers, among other factors, the availability of direct market comparables, the applicability of a discounted cash flow analysis, the expected hold period and manner of realization for the investment, and in the case of investments being sold pursuant to an executed definitive agreement, an estimated probability of such sale being completed. These factors can result in different weightings among investments in the portfolio and in certain instances may result in up to a 100% weighting to a single methodology.
When an illiquidity discount is to be applied, KKR seeks to take a uniform approach across its portfolio and generally applies a minimum 5% discount to all private equity investments. KKR then evaluates such private equity investments to determine if factors exist that could make it more challenging to monetize the investment and, therefore, justify applying a higher illiquidity discount. These factors generally include (i) whether KKR is unable to freely sell the portfolio company or conduct an initial public offering of the portfolio company due to the consent rights of a third party or similar factors, (ii) whether the portfolio company is undergoing significant restructuring activity or similar factors, and (iii) characteristics about the portfolio company regarding its size and/or whether the portfolio company is experiencing, or expected to experience, a significant decline in earnings. These factors generally make it less likely that a portfolio company would be sold or publicly offered in the near term at a price indicated by using just a market multiples and/or discounted cash flow analysis, and these factors tend to reduce the number of opportunities to sell an investment and/or increase the time horizon over which an investment may be monetized. Depending on the applicability of these factors, KKR determines the amount of any incremental illiquidity discount to be applied above the 5% minimum, and during the time KKR holds the investment, the illiquidity discount may be increased or decreased, from time to time, based on changes to these factors. The amount of illiquidity discount applied at any time requires considerable judgment about what a market participant would consider and is based on the facts and circumstances of each individual investment. Accordingly, the illiquidity discount ultimately considered by a market participant upon the realization of any investment may be higher or lower than that estimated by KKR in its valuations.
In the case of growth equity investments, enterprise values may be determined using the market comparables analysis and discounted cash flow analysis described above. A scenario analysis may also be conducted to subject the estimated enterprise values to a downside, base and upside case, which involves significant assumptions and judgments. A milestone analysis may also be conducted to assess the current level of progress towards value drivers that we have determined to be important, which involves significant assumptions and judgments. The enterprise value in each case may then be allocated across the investment's capital structure to reflect the terms of the security and subjected to probability weightings. In certain cases, the values of growth equity investments may be based on recent or expected financings or other transactions.
Real Asset Investments: Real asset investments in infrastructure, energy and real estate are valued using one or a combination of the discounted cash flow analysis, market comparables analysis and direct income capitalization methods, which in each case incorporates significant assumptions and judgments.
Infrastructure investments are generally valued using the discounted cash flow analysis. Key inputs used in this methodology can include the weighted average cost of capital and assumed inputs used to calculate terminal values, such as exit EBITDA multiples.
Energy investments are generally valued using a discounted cash flow approach, and where applicable, a market approach using comparable companies and transactions. Key inputs used in our valuations include (i) the weighted average cost of capital,
Notes to Financial Statements (Continued)
(ii) future commodity prices, as quoted on indices, and long-term commodity price forecasts, and (iii) the asset’s projected future operating performance.
Real estate investments are generally valued using a combination of direct income capitalization and discounted cash flow analysis. Certain real estate investments are valued by KKR based on ranges of valuations determined by independent valuation firms. Key inputs used in such methodologies that require estimates include an unlevered discount rate and current capitalization rate. The valuations of real assets investments also use other inputs.
Credit Investments: Credit investments are valued using values obtained from dealers or market makers, and where these values are not available, credit investments are generally valued by KKR based on ranges of valuations determined by an independent valuation firm. Valuation models are based on discounted cash flow analyses, for which the key inputs are determined based on market comparables, which incorporate similar instruments from similar issuers.
Real Estate Mortgage Loans: Real estate mortgage loans are illiquid, structured investments that are specific to the property and its operating performance. KKR engages an independent valuation firm to estimate the fair value of each loan. KKR reviews the quarterly loan valuation estimates provided by the independent valuation firm. These loans are generally valued using a discounted cash flow model using discount rates derived from observable market data applied to the capital structure of the respective sponsor and estimated property value.
Other Investments: With respect to other investments including equity method investments, KKR generally employs the same valuation methodologies as described above for private equity, credit investments and real assets investments when valuing these other investments.
Funds withheld at interest:The funds withheld receivables and payables at interest carried at fair value are primarily valued based on the fair value of the underlying investments, which have quoted prices or other observable inputs to pricing. A portion of the funds withheld receivable and payables at interest carried at fair value represent embedded derivatives and are valued using present value techniques that consider inputs including contract duration.
Reinsurance recoverables: Reinsurance recoverables carried at fair value are valued using present value techniques that consider inputs including mortality and surrender rates for the associated policies, as well as estimates of policy expenses and the cost of capital held in support of the related closed block policy liabilities.
Insurance liabilities and insurance embedded derivatives: Policy liabilities carried at fair value are valued using present value techniques that discount estimated liability cash flows at a rate that reflects the riskiness of those cash flows and also consider policyholder behavior (including lapse rates, surrender rates and mortality). Closed block policy liabilities carried at fair value are valued using present value techniques that consider inputs including mortality and surrender rates for the respective policies, as well as estimates of policy expenses and the cost of capital held in support of the liabilities. The funds withheld payable at interest carried at fair value represents embedded derivatives and is valued based on the change in the fair value of the assets supporting the payable. Other embedded derivative liabilities are related to our fixed-indexed annuity, variable annuity and indexed universal life products, which contain equity-indexed features. The embedded derivative liabilities are calculated as the present value of future projected benefits in excess of the projected guaranteed benefits, using an option budget as the indexed account value growth rate and considering an adjustment to reflect the risk of nonperformance on our obligation and inputs such as projected withdrawal and surrender activity, and mortality. KKR calculates nonperformance risk using a blend of observable peer holding company credit spreads, adjusted to reflect the claims paying ability of our insurance entities, as well as an adjustment to reflect the priority of policyholder claims.
Key unobservable inputs that have a significant impact on KKR's Level III valuations as described above are included in Note 9 "Fair Value Measurements." KKR utilizes several unobservable pricing inputs and assumptions in determining the fair value of its Level III financial instruments. These unobservable pricing inputs and assumptions may differ by financial instruments includedand in this category are creditthe application of KKR's valuation methodologies. KKR's reported fair value estimates could vary materially if KKR had chosen to incorporate different unobservable pricing inputs and other assumptions or, for certain applicable investments, investments and debt obligationsif KKR only used either the discounted cash flow methodology or the market comparables methodology instead of consolidated CLO entities, convertible debt securities indexedassigning a weighting to publicly-listed securities, less liquid and restricted equity securities and certain over-the-counter derivatives such as foreign currency option and forward contracts.both methodologies.
There is inherent uncertainty involved in the valuation of Level III - Pricing inputs are unobservablefinancial instruments and there is no assurance that, upon liquidation or sale, KKR will realize the values reflected in our valuations. Our valuations may differ significantly from the values that would have been used had an active market for the financial instruments existed, and include situations where thereit is little, if any, market activity forreasonably possible that the financial instrument. The inputs intodifference could be material.
Notes to Financial Statements (Continued)
Goodwill and Intangible Assets
Goodwill represents the determinationexcess of fair value require significant management judgment or estimation. The types of financial instruments generally included in this category are private portfolio companies, real assets investments, credit investments, equity method investments for whichacquisition cost over the fair value option was electedof net tangible and investments and debt obligationsintangible assets acquired in connection with an acquisition. Goodwill is assessed for impairment annually in the third quarter of each fiscal year or more frequently if circumstances indicate impairment may have occurred. Goodwill is recorded in Other Assets in the accompanying consolidated CMBS entities.statements of financial condition.
KKR has the option to either (i) perform a quantitative impairment test or (ii) first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, in which case the quantitative test would then be performed. When performing a quantitative impairment test, KKR compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying amount, the goodwill impairment loss is equal to the excess of the carrying value over the fair value, limited to the carrying amount of goodwill allocated to that reporting unit. The estimated fair values of the reporting units are derived based on valuation techniques KKR believes market participants would use for each respective reporting unit. The estimated fair values are generally determined by utilizing a discounted cash flow methodology or methodologies that incorporate market multiples of certain comparable companies.
KKR tests goodwill for impairment at the reporting unit level, which is generally at the level of or one level below its reportable segments. Goodwill recorded as a result of the acquisition of Global Atlantic has been allocated to the Insurance Segment. See Note 20 "Segment Reporting".
Intangible assets, which primarily relate to intangible assets acquired in the GA Acquisition are recorded in Other Assets in the accompanying consolidated statements of financial condition and are amortized over their estimated useful lives and are reviewed for impairment on an interim basis when impairment indicators are present. Impairment losses are recorded within Insurance Expenses in the consolidated statements of operations. The finite lived intangible assets are amortized using the straight-line method over the useful life of the assets which is between 15 to 19 years. The indefinite lived intangible assets are not subject to amortization.
For additional details on the GA Acquisition and the acquisition accounting see Note 3 "Acquisition of Global Atlantic".
Fixed Assets, Depreciation and Amortization
Fixed assets consist primarily of corporate real estate, leasehold improvements, furniture and computer hardware. Such amounts are recorded at cost less accumulated depreciation and amortization and are included in Other Assets within the accompanying consolidated statements of financial condition. Depreciation and amortization are calculated using the straight‑line method over the assets' estimated economic useful lives, which for leasehold improvements are the lesser of the lease term or the life of the asset, for KKR's owner occupied corporate real estate is up to forty years, and three to seven years for other fixed assets.
Foreign Currency
Consolidated entities that have a functional currency that differs from KKR's reporting currency are primarily KKR's investment management and capital markets companies located outside the United States and certain CFEs. Foreign currency denominated assets and liabilities are translated using the exchange rates prevailing at the end of each reporting period. Results of foreign operations are translated at the weighted average exchange rate for each reporting period. Translation adjustments are included as a component of accumulated other comprehensive income (loss) until realized. Foreign currency income or expenses resulting from transactions outside of the functional currency of a consolidated entity are recorded as incurred in general, administrative and other expense in the consolidated statements of operations.
Notes to Financial Statements (Continued)
Leases
At contract inception, KKR determines if an arrangement contains a lease by evaluating whether (i) the identified asset has been deployed in the contract explicitly or implicitly and (ii) KKR obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. Additionally, at contract inception KKR will evaluate whether the lease is an operating or finance lease. Right-of-use ("ROU") assets represent KKR’s right to use an underlying asset for the lease term and lease liabilities represent KKR’s obligation to make lease payments arising from the lease.
ROU assets and the associated lease liabilities are recognized at the commencement date based on the present value of the future minimum lease payments over the lease term. The discount rate implicit in the lease is generally not readily determinable. Consequently, KKR uses its incremental borrowing rate based on the information available including, but not limited to, collateral assumptions, the term of the lease, and the economic environment in which the lease is denominated at the commencement date in determining the present value of the future lease payments. The ROU assets are recognized as the initial measurement of the lease liabilities plus any initial direct costs and any prepaid lease payments less lease incentives received, if any. The lease terms may include options to extend or terminate the lease which are accounted for when it is reasonably certain that KKR will exercise that option. Certain leases that include lease and non-lease components are accounted for as one single lease component. In addition to contractual rent payments, occupancy lease agreements generally include additional payments for certain cases,costs incurred by the inputslandlord, such as building expenses and utilities. To the extent these are fixed or determinable, they are included as part of the lease payments used to measure fair value may fall into different levels of the fair value hierarchy. In such cases,Operating Lease Liability.
Operating lease expense is recognized on a straight-line basis over the levellease term and is recorded within Occupancy and Related Charges in the fair value hierarchy withinaccompanying consolidated statements of operations. The ROU assets are included in Other Assets and the lease liabilities are included in Accrued Expenses and Other Liabilities in the accompanying consolidated statements of financial condition. See Note 14 "Other Assets and Accrued Expenses and Other Liabilities."
Comprehensive Income (Loss)
Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from contributions from and distributions to owners. In the accompanying consolidated financial statements, comprehensive income is comprised of (i) Net Income (Loss), as presented in the consolidated statements of operations, (ii) unrealized gains (losses) on available-for-sale securities and (iii) net foreign currency translation.
Income Taxes
KKR & Co. Inc. is a domestic corporation for U.S. federal income tax purposes and is subject to U.S. federal, state and local income taxes at the entity level on its share of taxable income. In addition, KKR Group Partnership and certain of its subsidiaries operate as partnerships for U.S. federal tax purposes but as taxable entities for certain state, local or non-U.S. tax purposes. Moreover, certain corporate subsidiaries of KKR, including certain Global Atlantic subsidiaries, are domestic corporations for U.S. federal income tax purposes and are subject to U.S. federal, state, and local income taxes.
Deferred Income Taxes
Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the fair value measurementdifferences are expected to reverse. The effect on deferred assets and liabilities of a change in its entirety falls has been determinedtax rates is recognized in the consolidated statements of operations in the period when the change is enacted.
Deferred tax assets, which are recorded in Other Assets within the statement of financial condition, are reduced by a valuation allowance when, based on the lowest level inputweight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. When evaluating the realizability of the deferred tax assets, all evidence, both positive and negative, is considered. Items considered when evaluating the need for a valuation allowance include the ability to carry back losses, future reversals of existing temporary differences, tax planning strategies, and expectations of future earnings.
For a particular tax‑paying component of an entity and within a particular tax jurisdiction, deferred tax assets and liabilities are offset and presented as a single amount within Other Assets or Accrued and Other Liabilities, as applicable, in the accompanying statements of financial condition.
Notes to Financial Statements (Continued)
Uncertain Tax Positions
KKR analyzes its tax filing positions in all of the U.S. federal, state and local tax jurisdictions and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, KKR determines that uncertainties in tax positions exist, a reserve is established. The reserve for uncertain tax positions is recorded in Accrued and Other Liabilities in the accompanying statements of financial condition. KKR recognizes accrued interest and penalties related to uncertain tax positions within the provision for income taxes in the consolidated statements of operations.
KKR records uncertain tax positions on the basis of a two‑step process: (a) determination is made whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (b) those tax positions that meet the more‑likely‑than‑not threshold are recognized as the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
SIGNIFICANT ACCOUNTING POLICIES - ASSET MANAGEMENT
The significant accounting policies applicable to KKR’s asset management business are described below.
Investments
Investments consist primarily of private equity, credit, investments of consolidated CFEs, real assets, equity method and other investments. Investments denominated in currencies other than the fair value measurement in its entirety. KKR's assessmententity's functional currency are valued based on the spot rate of the significancerespective currency at the end of a particular inputthe reporting period with changes related to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset.
A significant decreaseexchange rate movements reflected in the volumeconsolidated statements of operations. Security and levelloan transactions are recorded on a trade date basis. Further disclosure on investments is presented in Note 7 "Investments."
The following describes the types of activitysecurities held within each investment class.
Private Equity - Consists primarily of equity investments in operating businesses, including growth equity investments.
Credit - Consists primarily of investments in below investment grade corporate debt securities (primarily high yield bonds and syndicated bank loans), originated, distressed and opportunistic credit, real estate mortgage loans, and interests in unconsolidated CLOs.
Investments of Consolidated CFEs - Consists primarily of investments in below investment grade corporate debt securities (primarily high yield bonds and syndicated bank loans) held directly by the consolidated CLOs.
Real Assets - Consists primarily of investments in (i) energy related assets, principally oil and natural gas properties, (ii) infrastructure assets, and (iii) real estate, principally residential and commercial real estate assets and businesses.
Equity Method - Other - Consists primarily of (i) certain direct interests in operating companies in which KKR is deemed to exert significant influence under GAAP and (ii) certain interests in partnerships and joint ventures that hold private equity and real assets investments.
Equity Method - Capital Allocation-Based Income - Consists primarily of (i) the capital interest KKR holds as the general partner in certain investment funds, which are not consolidated and (ii) the carried interest component of the general partner interest, which are accounted for the asset or liability is an indication that transactions or quoted prices may not be representativeas a single unit of fair value becauseaccount.
Other - Consists primarily of investments in such market conditions there may be increased instancescommon stock, preferred stock, warrants and options of transactionscompanies that are not orderly. In those circumstances, further analysisprivate equity, real assets, credit or investments of transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value.consolidated CFEs.
The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of instrument, whether the instrument has recently been issued, whether the instrument is traded on an active exchange or in the secondary market, and current market conditions. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by KKR in determining fair value is greatest for instruments categorized in Level III. The variability and availability of the observable inputs affected by the factors described above may cause transfers between Levels I, II, and III, which KKR recognizes at the beginning of the reporting period.
Investments and other financial instruments that have readily observable market prices (such as those traded on a securities exchange) are stated at the last quoted sales price as of the reporting date. KKR does not adjust the quoted price for these investments, even in situations where KKR holds a large position and a sale could reasonably affect the quoted price.
Management's determination of fair value is based upon the methodologies and processes described below and may incorporate assumptions that are management's best estimates after consideration of a variety of internal and external factors.
Level II Valuation Methodologies
Credit Investments:Investments, U.S. Municipal Securities, Corporate Bonds and Structured Securities: These financial instruments generally have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that KKR and others are willing to pay for an instrument. Ask prices represent the lowest price that KKR and others are willing to accept for an instrument. For financial instruments whose inputs are based on bid-ask prices obtained from third party pricing services, fair value may not always be a predetermined point in the bid-ask range. KKR's policy is generally to allow for mid-market pricing and adjusting to the point within the bid-ask range that meets KKR's best estimate of fair value. KKR may also use model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Investments and Debt Obligations of Consolidated CLO Vehicles: Investments of consolidated CLO vehicles are reported within Investments of Consolidated CFEs and are valued using the same valuation methodology as described above for credit investments. Under ASU 2014-13, KKR measures CLO debt obligations on the basis of the fair value of the financial assets of the CLO.
Securities Indexed to Publicly-Listed Securities: These securities are typically valued using standard convertible security pricing models. The key inputs into these models that require some amount of judgment are the credit spreads utilized and the volatility assumed. To the extent the company being valued has other outstanding debt securities that are publicly-traded, the implied credit spread on the company's other outstanding debt securities would be utilized in the valuation. To the extent the company being valued does not have other outstanding debt securities that are publicly-traded, the credit spread will be estimated based on the implied credit spreads observed in comparable publicly-traded debt securities. In certain cases, an additional spread will be added to reflect an illiquidity discount due to the fact that the security being valued is not publicly-traded. The volatility assumption is based upon the historically observed volatility of the underlying equity security into which
Notes to Financial Statements (Continued)
the convertible debt security is convertible and/or the volatility implied by the prices of options on the underlying equity security.
Equity Securities: The valuation of certain equity securities is based on (i) an observable price for an identical security adjusted for the effect of a restriction or leverage that collateralized the equity securities.securities and (ii) quoted prices for identical or similar instruments in markets that are not active.
Derivatives: The valuation incorporates observable inputs comprising yield curves, foreign currency rates, interest rate volatility and credit spreads.
Notes to Financial Statements (Continued)
Level III Valuation Methodologies
Private Equity Investments: KKR generally employs 2 valuation methodologies when determining the fair value of a private equity investment. The first methodology is typically a market comparables analysis that considers key financial inputs, andwhich may take into account recent public and private transactions and other available measures. The second methodology utilized is typically a discounted cash flow analysis, which incorporates significant assumptions and judgments. Estimates of key inputs used in this methodology include the weighted average cost of capital for the investment and assumed inputs used to calculate terminal values, such as exit EBITDA multiples. In certain cases theThe results of the discounted cash flow approach can be significantly impacted by these estimates. Other inputs are also used in both methodologies. In addition, when a definitive agreement has been executed to sell an investment, KKR generally considers a significant determinant of fair value to be the consideration to be received by KKR pursuant to the executed definitive agreement.
Upon completion of the valuations conducted using these methodologies, a weighting is ascribed to each method, and an illiquidity discount is typically applied where appropriate. The ultimate fair value recorded for a particular investment will generally be within a range suggested by the 2 methodologies, except that the value may be higher or lower than such range in the case of investments being sold pursuant to an executed definitive agreement.
When determining the weighting ascribed to each valuation methodology, KKR considers, among other factors, the availability of direct market comparables, the applicability of a discounted cash flow analysis, the expected hold period and manner of realization for the investment, and in the case of investments being sold pursuant to an executed definitive agreement, an estimated probability of such sale being completed. These factors can result in different weightings among investments in the portfolio and in certain instances may result in up to a 100% weighting to a single methodology.
When an illiquidity discount is to be applied, KKR seeks to take a uniform approach across its portfolio and generally applies a minimum 5% discount to all private equity investments. KKR then evaluates such private equity investments to determine if factors exist that could make it more challenging to monetize the investment and, therefore, justify applying a higher illiquidity discount. These factors generally include (i) whether KKR is unable to freely sell the portfolio company or conduct an initial public offering of the portfolio company due to the consent rights of a third party or similar factors, (ii) whether the portfolio company is undergoing significant restructuring activity or similar factors, and (iii) characteristics about the portfolio company regarding its size and/or whether the portfolio company is experiencing, or expected to experience, a significant decline in earnings. These factors generally make it less likely that a portfolio company would be sold or publicly offered in the near term at a price indicated by using just a market multiples and/or discounted cash flow analysis, and these factors tend to reduce the number of opportunities to sell an investment and/or increase the time horizon over which an investment may be monetized. Depending on the applicability of these factors, KKR determines the amount of any incremental illiquidity discount to be applied above the 5% minimum, and during the time KKR holds the investment, the illiquidity discount may be increased or decreased, from time to time, based on changes to these factors. The amount of illiquidity discount applied at any time requires considerable judgment about what a market participant would consider and is based on the facts and circumstances of each individual investment. Accordingly, the illiquidity discount ultimately considered by a market participant upon the realization of any investment may be higher or lower than that estimated by KKR in its valuations.
In the case of growth equity investments, enterprise values may be determined using the market comparables analysis and discounted cash flow analysis described above. A scenario analysis may also be conducted to subject the estimated enterprise values to a downside, base and upside case, which involves significant assumptions and judgments. A milestone analysis may also be conducted to assess the current level of progress towards value drivers that we have determined to be important, which involves significant assumptions and judgments. The enterprise value in each case may then be allocated across the investment's capital structure to reflect the terms of the security and subjected to probability weightings. In certain cases, the values of growth equity investments may be based on recent or expected financings.
Notes to Financial Statements (Continued)
Real Asset Investments: Real asset investments in infrastructure, energy and real estate are valued using one or a combination of the discounted cash flow analysis, market comparables analysis and direct income capitalization methods, which in each case incorporates significant assumptions and judgments.
Infrastructure investments are generally valued using the discounted cash flow analysis. Key inputs used in this methodology can include the weighted average cost of capital and assumed inputs used to calculate terminal values, such as exit EBITDA multiples.
Energy investments are generally valued using a discounted cash flow approach, and where applicable, a market approach using comparable companies and transactions. Key inputs used in our valuations include (i) the weighted average cost of capital,
Notes to Financial Statements (Continued)
(ii) future commodity prices, as quoted on indices, and long-term commodity price forecasts, and (iii) the asset’s projected future operating performance.
Real estate investments are generally valued using a combination of direct income capitalization and discounted cash flow analysis. Certain real estate investments are valued by KKR based on ranges of valuations determined by an independent valuation firm.firms. Key inputs used in such methodologies that require estimates include an unlevered discount rate and current capitalization rate. The valuations of real assets investments also use other inputs.
Credit Investments: Credit investments are valued using values obtained from dealers or market makers, and where these values are not available, credit investments are generally valued by KKR based on ranges of valuations determined by an independent valuation firm. Valuation models are based on discounted cash flow analyses, for which the key inputs are determined based on market comparables, which incorporate similar instruments from similar issuers.
Real Estate Mortgage Loans: Real estate mortgage loans are illiquid, structured investments that are specific to the property and its operating performance. KKR engages an independent valuation firm to estimate the fair value of each loan. KKR reviews the quarterly loan valuation estimates provided by the independent valuation firm. These loans are generally valued using a discounted cash flow model using discount rates derived from observable market data applied to the capital structure of the respective sponsor and estimated property value. In the event that KKR's estimate of fair value differs from the fair value estimate provided by the independent valuation firm, KKR ultimately relies solely upon the valuation prepared by the investment personnel of KKR.
Other Investments: With respect to other investments including equity method investments, for which the fair value election has been made, KKR generally employs the same valuation methodologies as described above for private equity, credit investments and real assets investments when valuing these other investments.
InvestmentsFunds withheld at interest:The funds withheld receivables and Debt Obligations of Consolidated CMBS Vehicles: Under ASU 2014-13, KKR measures CMBS investments, whichpayables at interest carried at fair value are reported within Investments of Consolidated CFEsprimarily valued based on the basis of the fair value of the financial liabilitiesunderlying investments, which have quoted prices or other observable inputs to pricing. A portion of the CMBS. Debt obligationsfunds withheld receivable and payables at interest carried at fair value represent embedded derivatives and are valued using present value techniques that consider inputs including contract duration.
Reinsurance recoverables: Reinsurance recoverables carried at fair value are valued using present value techniques that consider inputs including mortality and surrender rates for the associated policies, as well as estimates of consolidated CMBS vehiclespolicy expenses and the cost of capital held in support of the related closed block policy liabilities.
Insurance liabilities and insurance embedded derivatives: Policy liabilities carried at fair value are valued using present value techniques that discount estimated liability cash flows at a rate that reflects the riskiness of those cash flows and also consider policyholder behavior (including lapse rates, surrender rates and mortality). Closed block policy liabilities carried at fair value are valued using present value techniques that consider inputs including mortality and surrender rates for the respective policies, as well as estimates of policy expenses and the cost of capital held in support of the liabilities. The funds withheld payable at interest carried at fair value represents embedded derivatives and is valued based on discounted cash flow analyses.the change in the fair value of the assets supporting the payable. Other embedded derivative liabilities are related to our fixed-indexed annuity, variable annuity and indexed universal life products, which contain equity-indexed features. The key input isembedded derivative liabilities are calculated as the expected yieldpresent value of each CMBS securityfuture projected benefits in excess of the projected guaranteed benefits, using bothan option budget as the indexed account value growth rate and considering an adjustment to reflect the risk of nonperformance on our obligation and inputs such as projected withdrawal and surrender activity, and mortality. KKR calculates nonperformance risk using a blend of observable and unobservable factors, which may include recently offered or completed trades and published yieldspeer holding company credit spreads, adjusted to reflect the claims paying ability of similar securities, security-specific characteristics (e.g. securities ratings issued by nationally recognized statistical rating organizations, credit support by other subordinate securities issued byour insurance entities, as well as an adjustment to reflect the CMBS and coupon type) and other characteristics.priority of policyholder claims.
Key unobservable inputs that have a significant impact on KKR's Level III investment valuations as described above are included in Note 59 "Fair Value Measurements." KKR utilizes several unobservable pricing inputs and assumptions in determining the fair value of its Level III investments.financial instruments. These unobservable pricing inputs and assumptions may differ by investmentfinancial instruments and in the application of KKR's valuation methodologies. KKR's reported fair value estimates could vary materially if KKR had chosen to incorporate different unobservable pricing inputs and other assumptions or, for certain applicable investments, if KKR only used either the discounted cash flow methodology or the market comparables methodology instead of assigning a weighting to both methodologies.
There is inherent uncertainty involved in the valuation of Level III investmentsfinancial instruments and there is no assurance that, upon liquidation or sale, KKR will realize the values reflected in our valuations. Our valuations may differ significantly from the values that would have been used had an active market for the investmentsfinancial instruments existed, and it is reasonably possible that the difference could be material. Furthermore, the recent market volatility caused by COVID-19 and the uncertainty surrounding its full impact have amplified the possibility that our future valuations may materially change from those reflected as of March 31, 2020.
Notes to Financial Statements (Continued)
Goodwill and Intangible Assets
Goodwill represents the excess of acquisition cost over the fair value of net tangible and intangible assets acquired in connection with an acquisition. Goodwill is assessed for impairment annually in the third quarter of each fiscal year or more frequently if circumstances indicate impairment may have occurred. Goodwill is recorded in Other Assets in the accompanying consolidated statements of financial condition.
KKR has the option to either (i) perform a quantitative impairment test or (ii) first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, in which case the quantitative test would then be performed. When performing a quantitative impairment test, KKR compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying amount, the goodwill impairment loss is equal to the excess of the carrying value over the fair value, limited to the carrying amount of goodwill allocated to that reporting unit. The estimated fair values of the reporting units are derived based on valuation techniques KKR believes market participants would use for each respective reporting unit. The estimated fair values are generally determined by utilizing a discounted cash flow methodology or methodologies that incorporate market multiples of certain comparable companies.
KKR tests goodwill for impairment at the reporting unit level, which is generally at the level of or one level below its reportable segments. Goodwill recorded as a result of the acquisition of Global Atlantic has been allocated to the Insurance Segment. See Note 20 "Segment Reporting".
Intangible assets, which primarily relate to intangible assets acquired in the GA Acquisition are recorded in Other Assets in the accompanying consolidated statements of financial condition and are amortized over their estimated useful lives and are reviewed for impairment on an interim basis when impairment indicators are present. Impairment losses are recorded within Insurance Expenses in the consolidated statements of operations. The finite lived intangible assets are amortized using the straight-line method over the useful life of the assets which is between 15 to 19 years. The indefinite lived intangible assets are not subject to amortization.
For additional details on the GA Acquisition and the acquisition accounting see Note 3 "Acquisition of Global Atlantic".
Fixed Assets, Depreciation and Amortization
Fixed assets consist primarily of corporate real estate, leasehold improvements, furniture and computer hardware. Such amounts are recorded at cost less accumulated depreciation and amortization and are included in Other Assets within the accompanying consolidated statements of financial condition. Depreciation and amortization are calculated using the straight‑line method over the assets' estimated economic useful lives, which for leasehold improvements are the lesser of the lease term or the life of the asset, for KKR's owner occupied corporate real estate is up to forty years, and three to seven years for other fixed assets.
Foreign Currency
Consolidated entities that have a functional currency that differs from KKR's reporting currency are primarily KKR's investment management and capital markets companies located outside the United States and certain CFEs. Foreign currency denominated assets and liabilities are translated using the exchange rates prevailing at the end of each reporting period. Results of foreign operations are translated at the weighted average exchange rate for each reporting period. Translation adjustments are included as a component of accumulated other comprehensive income (loss) until realized. Foreign currency income or expenses resulting from transactions outside of the functional currency of a consolidated entity are recorded as incurred in general, administrative and other expense in the consolidated statements of operations.
Notes to Financial Statements (Continued)
Leases
At contract inception, KKR determines if an arrangement contains a lease by evaluating whether (i) the identified asset has been deployed in the contract explicitly or implicitly and (ii) KKR obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. Additionally, at contract inception KKR will evaluate whether the lease is an operating or finance lease. Right-of-use ("ROU") assets represent KKR’s right to use an underlying asset for the lease term and lease liabilities represent KKR’s obligation to make lease payments arising from the lease.
ROU assets and the associated lease liabilities are recognized at the commencement date based on the present value of the future minimum lease payments over the lease term. The discount rate implicit in the lease is generally not readily determinable. Consequently, KKR uses its incremental borrowing rate based on the information available including, but not limited to, collateral assumptions, the term of the lease, and the economic environment in which the lease is denominated at the commencement date in determining the present value of the future lease payments. The ROU assets are recognized as the initial measurement of the lease liabilities plus any initial direct costs and any prepaid lease payments less lease incentives received, if any. The lease terms may include options to extend or terminate the lease which are accounted for when it is reasonably certain that KKR will exercise that option. Certain leases that include lease and non-lease components are accounted for as one single lease component. In addition to contractual rent payments, occupancy lease agreements generally include additional payments for certain costs incurred by the landlord, such as building expenses and utilities. To the extent these are fixed or determinable, they are included as part of the lease payments used to measure the Operating Lease Liability.
Operating lease expense is recognized on a straight-line basis over the lease term and is recorded within Occupancy and Related Charges in the accompanying consolidated statements of operations. The ROU assets are included in Other Assets and the lease liabilities are included in Accrued Expenses and Other Liabilities in the accompanying consolidated statements of financial condition. See Note 14 "Other Assets and Accrued Expenses and Other Liabilities."
Comprehensive Income (Loss)
Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from contributions from and distributions to owners. In the accompanying consolidated financial statements, comprehensive income is comprised of (i) Net Income (Loss), as presented in the consolidated statements of operations, (ii) unrealized gains (losses) on available-for-sale securities and (iii) net foreign currency translation.
Income Taxes
KKR & Co. Inc. is a domestic corporation for U.S. federal income tax purposes and is subject to U.S. federal, state and local income taxes at the entity level on its share of taxable income. In addition, KKR Group Partnership and certain of its subsidiaries operate as partnerships for U.S. federal tax purposes but as taxable entities for certain state, local or non-U.S. tax purposes. Moreover, certain corporate subsidiaries of KKR, including certain Global Atlantic subsidiaries, are domestic corporations for U.S. federal income tax purposes and are subject to U.S. federal, state, and local income taxes.
Deferred Income Taxes
Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period when the change is enacted.
Deferred tax assets, which are recorded in Other Assets within the statement of financial condition, are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. When evaluating the realizability of the deferred tax assets, all evidence, both positive and negative, is considered. Items considered when evaluating the need for a valuation allowance include the ability to carry back losses, future reversals of existing temporary differences, tax planning strategies, and expectations of future earnings.
For a particular tax‑paying component of an entity and within a particular tax jurisdiction, deferred tax assets and liabilities are offset and presented as a single amount within Other Assets or Accrued and Other Liabilities, as applicable, in the accompanying statements of financial condition.
Notes to Financial Statements (Continued)
Uncertain Tax Positions
KKR analyzes its tax filing positions in all of the U.S. federal, state and local tax jurisdictions and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, KKR determines that uncertainties in tax positions exist, a reserve is established. The reserve for uncertain tax positions is recorded in Accrued and Other Liabilities in the accompanying statements of financial condition. KKR recognizes accrued interest and penalties related to uncertain tax positions within the provision for income taxes in the consolidated statements of operations.
KKR records uncertain tax positions on the basis of a two‑step process: (a) determination is made whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (b) those tax positions that meet the more‑likely‑than‑not threshold are recognized as the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
SIGNIFICANT ACCOUNTING POLICIES - ASSET MANAGEMENT
The significant accounting policies applicable to KKR’s asset management business are described below.
Investments
Investments consist primarily of private equity, credit, investments of consolidated CFEs, real assets, equity method and other investments. Investments denominated in currencies other than the entity's functional currency are valued based on the spot rate of the respective currency at the end of the reporting period with changes related to exchange rate movements reflected in the consolidated statements of operations. Security and loan transactions are recorded on a trade date basis. Further disclosure on investments is presented in Note 7 "Investments."
The following describes the types of securities held within each investment class.
Private Equity - Consists primarily of equity investments in operating businesses, including growth equity investments.
Credit - Consists primarily of investments in below investment grade corporate debt securities (primarily high yield bonds and syndicated bank loans), originated, distressed and opportunistic credit, real estate mortgage loans, and interests in unconsolidated CLOs.
Investments of Consolidated CFEs - Consists primarily of investments in below investment grade corporate debt securities (primarily high yield bonds and syndicated bank loans) held directly by the consolidated CLOs.
Real Assets - Consists primarily of investments in (i) energy related assets, principally oil and natural gas properties, (ii) infrastructure assets, and (iii) real estate, principally residential and commercial real estate assets and businesses.
Equity Method - Other - Consists primarily of (i) certain direct interests in operating companies in which KKR is deemed to exert significant influence under GAAP and (ii) certain interests in partnerships and joint ventures that hold private equity and real assets investments.
Equity Method - Capital Allocation-Based Income - Consists primarily of (i) the capital interest KKR holds as the general partner in certain investment funds, which are not consolidated and (ii) the carried interest component of the general partner interest, which are accounted for as a single unit of account.
Other - Consists primarily of investments in common stock, preferred stock, warrants and options of companies that are not private equity, real assets, credit or investments of consolidated CFEs.
Investments held by Consolidated Investment Funds
The consolidated investment funds are, for GAAP purposes, investment companies and reflect their investments and other financial instruments, including portfolio companies that are majority-owned and controlled by KKR's investment funds, at fair value. KKR has retained this specialized accounting for the consolidated investment funds in consolidation. Accordingly, the unrealized gains and losses resulting from changes in fair value of the investments and other financial instruments held by the consolidated investment funds are reflected as a component of Net Gains (Losses) from Investment Activities in the consolidated statements of operations.
Notes to Financial Statements (Continued)
Certain energy investments are made through consolidated investment funds, including investments in working and royalty interests in oil and natural gas properties as well as investments in operating companies that operate in the energy industry. Since these investments are held through consolidated investment funds, such investments are reflected at fair value as of the end of the reporting period.
Investments in operating companies that are held through KKR's consolidated investment funds are generally classified within private equity investments and investments in working and royalty interests in oil and natural gas properties are generally classified as real asset investments.
Energy Investments held by KKR
On August 18, 2020, KKR transferred all the working and royalty interests in oil and natural gas properties, which were directly held by KKR and not held through investment funds, into a consolidated investment fund. Before the transfer, oil and natural gas activities were accounted for under the successful efforts method of accounting and such working and royalty interests were consolidated based on the proportion of the working and royalty interests held by KKR. Subsequent to the transfer, such working and royalty interests are carried at fair value in accordance with ASC 946, Financial Services - Investment Companies, and recorded within investments in the consolidated statements of financial condition. Any changes in fair value are recorded within Net Gains (Losses) from Investment Activities in the consolidated statements of operations. No gain or loss has been recorded in the consolidated statement of operations as result of the transfer. KKR recognized the differential between the net carrying value of such working and royalty interests and the fair value at the time of the transfer within stockholders' equity. This transaction resulted in an adjustment to KKR Group Partnership's equity, and accordingly, both KKR's equity and noncontrolling interests held by KKR Holdings were adjusted for their proportionate share based on their ownership in KKR Group Partnership at the time of transfer. See the consolidated statements of changes in equity and Note 21 "Equity". The fair value has been determined in accordance with KKR’s Level III Valuation Methodologies.
Fair Value Option
For certain investments and other financial instruments, KKR has elected the fair value option. Such election is irrevocable and is applied on a financial instrument by financial instrument basis at initial recognition. KKR has elected the fair value option for certain private equity, real assets, credit, investments of consolidated CFEs, equity method - other and other financial instruments not held through a consolidated investment fund. Accounting for these investments at fair value is consistent with how KKR accounts for its investments held through consolidated investment funds. Changes in the fair value of such instruments are recognized in Net Gains (Losses) from Investment Activities in the consolidated statements of operations. Interest income on interest bearing credit securities on which the fair value option has been elected is based on stated coupon rates adjusted for the accretion of purchase discounts and the amortization of purchase premiums. This interest income is recorded within Interest Income in the consolidated statements of operations.
Equity Method
For certain investments in entities over which KKR exercises significant influence but which do not meet the requirements for consolidation and for which KKR has not elected the fair value option, KKR uses the equity method of accounting. The carrying value of equity method investments, for which KKR has not elected the fair value option, is determined based on the amounts invested by KKR, adjusted for the equity in earnings or losses of the investee allocated based on KKR's respective ownership percentage, less distributions.
For equity method investments for which KKR has not elected the fair value option, KKR records its proportionate share of the investee's earnings or losses based on the most recently available financial information of the investee, which in certain cases may lag the date of KKR's financial statements by no more than three calendar months. As of March 31, 2021, equity method investees for which KKR reports financial results on a lag include Marshall Wace LLP ("Marshall Wace").
KKR evaluates its equity method investments for which KKR has not elected the fair value option for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.
The carrying value of investments classified as Equity Method - Capital Allocation-Based Income approximates fair value, because the underlying investments of the unconsolidated investment funds are reported at fair value.
Notes to Financial Statements (Continued)
Financial Instruments held by Consolidated CFEs
KKR measures both the financial assets and financial liabilities of the consolidated CFEs in its financial statements using the more observable of the fair value of the financial assets and the fair value of the financial liabilities which results in KKR's consolidated net income (loss) reflecting KKR's own economic interests in the consolidated CFEs including (i) changes in the fair value of the beneficial interests retained by KKR and (ii) beneficial interests that represent compensation for services rendered.
For the consolidated CLOs, KKR has determined that the fair value of the financial assets of the consolidated CLOs is more observable than the fair value of the financial liabilities of the consolidated CLOs. As a result, the financial assets of the consolidated CLOs are being measured at fair value and the financial liabilities are being measured in consolidation as: (1) the sum of the fair value of the financial assets and the carrying value of any nonfinancial assets that are incidental to the operations of the CLOs less (2) the sum of the fair value of any beneficial interests retained by KKR (other than those that represent compensation for services) and KKR's carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interests retained by KKR).
Due from and Due to Affiliates
KKR considers its principals and their related entities, unconsolidated investment funds and the portfolio companies of its funds to be affiliates for accounting purposes. Receivables from and payables to affiliates are recorded at their current settlement amount.
Freestanding Derivatives
Freestanding derivatives are instruments that KKR and certain of its consolidated funds have entered into as part of their overall risk management and investment strategies. These derivative contracts are not designated as hedging instruments for accounting purposes. Such contracts may include forward, swap and option contracts related to foreign currencies and interest rates to manage foreign exchange risk and interest rate risk arising from certain assets and liabilities. All derivatives are recognized in Other Assets or Accrued Expenses and Other Liabilities and are presented on a gross basis in the consolidated statements of financial condition and measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. KKR's derivative financial instruments contain credit risk to the extent that its counterparties may be unable to meet the terms of the agreements. KKR attempts to reduce this risk by limiting its counterparties to major financial institutions with strong credit ratings.
Securities Sold Short
Whether part of a hedging transaction or a transaction in its own right, securities sold short represent obligations of KKR to deliver the specified security at the contracted price at a future point in time, and thereby create a liability to repurchase the security in the market at the prevailing prices. The liability for such securities sold short, which is recorded in Accrued Expenses and Other Liabilities in the statement of financial condition, is marked to market based on the current fair value of the underlying security at the reporting date with changes in fair value recorded as unrealized gains or losses in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. These transactions may involve market risk in excess of the amount currently reflected in the accompanying consolidated statements of financial condition.
Notes to Financial Statements (Continued)
Revenues
For the three months ended March 31, 20202021 and 2019,2020, respectively, revenues consisted of the following:
|
| | | | | | | |
| | Three Months Ended March 31, |
| | 2020 | | 2019 |
| Management Fees | $ | 222,689 |
| | $ | 188,408 |
|
| Fee Credits | (35,387 | ) | | (103,477 | ) |
| Transaction Fees | 98,996 |
| | 188,203 |
|
| Monitoring Fees | 31,149 |
| | 25,651 |
|
| Incentive Fees | 668 |
| | — |
|
| Expense Reimbursements | 28,224 |
| | 44,060 |
|
| Oil and Gas Revenue | 13,315 |
| | 13,175 |
|
| Consulting Fees | 20,918 |
| | 16,528 |
|
| Total Fees and Other | 380,572 |
|
| 372,548 |
|
| | | |
| Carried Interest | (1,210,925 | ) | | 694,383 |
|
| General Partner Capital Interest | (171,152 | ) | | 120,549 |
|
| Total Capital Allocation-Based Income (Loss) | (1,382,077 | ) |
| 814,932 |
|
| | | | |
| Total Revenues | $ | (1,001,505 | ) |
| $ | 1,187,480 |
|
| | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, | | |
| | | | | | 2021 | | 2020 | | | | |
| Management Fees | | | | | $ | 276,181 | | | $ | 222,689 | | | | | |
| Fee Credits | | | | | (35,398) | | | (35,387) | | | | | |
| Transaction Fees | | | | | 165,893 | | | 98,996 | | | | | |
| Monitoring Fees | | | | | 35,388 | | | 31,149 | | | | | |
| Incentive Fees | | | | | 3,438 | | | 668 | | | | | |
| Expense Reimbursements | | | | | 27,729 | | | 28,224 | | | | | |
| Oil and Gas Revenue | | | | | 0 | | | 13,315 | | | | | |
| Consulting Fees | | | | | 20,080 | | | 20,918 | | | | | |
| Total Fees and Other | | | | | 493,311 | | | 380,572 | | | | | |
| | | | | | | | | | | |
| Carried Interest | | | | | 2,140,426 | | | (1,210,925) | | | | | |
| General Partner Capital Interest | | | | | 544,221 | | | (171,152) | | | | | |
| Total Capital Allocation-Based Income (Loss) | | | | | 2,684,647 | | | (1,382,077) | | | | | |
| | | | | | | | | | | |
| Total Revenues - Asset Management | | | | | $ | 3,177,958 | | | $ | (1,001,505) | | | | | |
Fees and Other
Fees and Other, as detailed above, are accounted for as contracts with customers. Under ASC 606, Revenue from Contracts with Customers ("ASC 606"), KKR is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) KKR satisfies its performance obligation. In determining the transaction price, KKR has included variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.
Notes to Financial Statements (Continued)
The following table summarizes KKR's revenues from contracts with customers:
|
| | | | | | | | | | | | | | | | | | | | | | |
| Revenue Type | Customer | Performance Obligation | Performance Obligation Satisfied Over Time or Point In Time (1) | Variable or
Fixed Consideration
| Payment Terms | Subject to Return Once Recognized | Classification of Uncollected Amounts (2) |
| Management Fees | Investment funds, CLOs and other vehicles | Investment management services | Over time as services are rendered | Variable consideration since varies based on fluctuations in the basis of the management fee over time | Typically quarterly or annually in arrears | No | Due from Affiliates |
| Transaction Fees | Portfolio companies and third party companies | Advisory services and debt and equity arranging and underwriting | Point in time when the transaction (e.g. underwriting) is completed | Fixed consideration | Typically paid on or shortly after transaction closes | No | Due from Affiliates (portfolio companies)
Other Assets (third parties)
|
| Monitoring Fees | | | | | | | |
| Recurring Fees | Portfolio companies | Monitoring services | Over time as services are rendered | Variable consideration since varies based on fluctuations in the basis of the recurring fee | Typically quarterly in arrears | No | Due from Affiliates |
| Termination Fees | Portfolio companies | Monitoring services | Point in time when the termination is completed | Fixed consideration | Typically paid on or shortly after termination occurs | No | Due from Affiliates |
| Incentive Fees | Investment funds and other vehicles | Investment management services that result in achievement of minimum investment return levels | Point inOver time at the end of the performance measurement period (quarterly or annually) if investment performance is achievedas services are rendered | Variable consideration since contingent upon the investment fund and other vehicles achieving more than stipulated investment return hurdles | Typically paid shortly after the end of the performance measurement period | No | Due from Affiliates |
| Expense Reimbursements | Investment funds and portfolio companies | Investment management and monitoring services | Point in time when the related expense is incurred | Fixed consideration | Typically shortly after expense is incurred | No | Due from Affiliates |
| Oil and Gas Revenues | Oil and gas wholesalers | Delivery of oil liquids and gas | Point in time when delivery has occurred and title has transferred | Fixed consideration | Typically shortly after delivery | No | Other Assets |
| Consulting Fees | Portfolio companies and other companies | Consulting and other services | Over time as services are rendered | Fixed consideration | Typically quarterly in arrears | No | Due from Affiliates |
| |
(1) | For performance obligations satisfied at a point in time, there were no significant judgments made in evaluating when a customer obtains control of the promised service. |
| |
(2) | For amounts classified in Other Assets, see Note 8 "Other Assets and Accounts Payable, Accrued Expenses and Other Liabilities." For amounts classified in Due from Affiliates, see Note 13 "Related Party Transactions." |
(1)For performance obligations satisfied at a point in time, there were no significant judgments made in evaluating when a customer obtains control of the promised service.
(2)For amounts classified in Other Assets, see Note 14 "Other Assets and Accrued Expenses and Other Liabilities." For amounts classified in Due from Affiliates, see Note 19 "Related Party Transactions."
Management Fees
KKR provides investment management services to investment funds, CLOs, and other vehicles and entities in exchange for a management fee. Management fees are determined quarterly based on an annual rate and are generally based upon a percentage of the capital committed or capital invested during the investment period. Thereafter, management fees are generally based on a percentage of remaining invested capital, net asset value, gross assets or as otherwise defined in the respective contractual agreements. Since some of the factors that cause the fees to fluctuate are outside of KKR's control, management fees are considered to be constrained and are therefore not included in the transaction price. Additionally, after the contract is established there are no significant judgments made when determining the transaction price.
Notes to Financial Statements (Continued)
Management fees earned from KKR's consolidated investment funds CLOs, and other vehicles and entities are eliminated in consolidation. However, because these amounts are funded by, and earned from, noncontrolling interests, KKR's allocated share of the net income from the consolidated investment funds CLOs, and other vehicles is increased by the amount of fees that are
Notes to Financial Statements (Continued)
eliminated. Accordingly, the elimination of these fees does not impact the net income (loss) attributable to KKR or KKR stockholders' equity.
Fee Credits
Under the terms of the management agreements with certain of its investment funds, KKR is required to share with such funds an agreed upon percentage of certain fees, including monitoring and transaction fees earned from portfolio companies ("Fee Credits"). Investment funds earn Fee Credits only with respect to monitoring and transaction fees that are allocable to the fund's investment in the portfolio company and not, for example, any fees allocable to capital invested through co-investment vehicles. Fee Credits are calculated after deducting certain costs incurred in connection with pursuing potential investments that do not result in completed transactions ("broken-deal expenses") and generally amount to 80% for older funds formed on or prior to January 1, 2015, or 100% for newer funds, of allocable monitoring and transaction fees after broken-deal expenses are recovered, although the actual percentage may vary from fund to fund. Fee Credits are recognized and owed to investment funds concurrently with the recognition of monitoring fees, transaction fees and broken-deal expenses. Since Fee Credits are payable to investment funds, amounts owed are generally applied as a reduction of the management fee that is otherwise billed to the investment fund. Fee credits are recorded as a reduction of revenues in the consolidated statement of operations. Fee Credits owed to investment funds are recorded in Due to Affiliates on the consolidated statements of financial condition. See Note 1319 "Related Party Transactions."
Transaction Fees
KKR (i) arranges debt and equity financing, places and underwrites securities offerings, and provides other types of capital markets services for companies seeking financing in its Capital Markets business line and (ii) provides advisory services in connection with successful Private Markets and Public Markets business line portfolio company investment transactions, in each case, in exchange for a transaction fee. Transaction fees are separately negotiated for each transaction and are generally based on (i) for Capital Markets business line transactions, a percentage of the overall transaction size and (ii) for Private Markets and Public Markets business line transactions, a percentage of either total enterprise value of an investment or a percentage of the aggregate price paid for an investment. After the contract is established, there are no significant judgments made when determining the transaction price.
Monitoring Fees
KKR provides services in connection with monitoring portfolio companies in exchange for a fee. Recurring monitoring fees are separately negotiated for each portfolio company. In addition, certain monitoring fee arrangements may provide for a termination payment following an initial public offering or change of control as defined in the contractual terms of the related agreement. These termination payments are recognized in the period when the related transaction closes. After the contract is established, there are no significant judgments made when determining the transaction price.
Incentive Fees
KKR provides investment management services to certain investment funds, CLOs and other vehicles in exchange for a management fee as discussed above and, in some cases an incentive fee when KKR is not entitled to a carried interest. Incentive fee rates generally range from 5% to 20% of investment gains. Incentive fees are considered a form of variable consideration as these fees are subject to reversal, and therefore the recognition of such fees is deferred until the end of each fund's measurement period when the performance-based incentive fees become fixed and determinable. Incentive fees are generally paid within 90 days of the end of the investment vehicles' measurement period. After the contract is established, there are no significant judgments made when determining the transaction price.
Incentive fees earned from KKR's consolidated investment funds, CLOs, and other vehicles are eliminated in consolidation. However, because these amounts are funded by, and earned from, noncontrolling interests, KKR's allocated share of the net income from the consolidated investment funds, CLOs, and other vehicles is increased by the amount of fees that are eliminated. Accordingly, the elimination of these fees does not impact the net income (loss) attributable to KKR or KKR stockholders' equity.
Notes to Financial Statements (Continued)
Expense Reimbursements
Providing investment management services to investment funds and monitoring KKR’s portfolio companies require KKR to arrange for services on behalf of them. In those situations where KKR is acting as an agent on behalf of its investment funds or portfolio companies, it presents the cost of services on a net basis as a reduction of Revenues. In all other situations, KKR is primarily responsible for fulfilling the services and is therefore acting as a principal for those arrangements for accounting
Notes to Financial Statements (Continued)
purposes. As a result, the expense and related reimbursement associated with those services is presented on a gross basis. Costs incurred are classified within Expenses and reimbursements of such costs are classified as Expense Reimbursements within Revenues on the consolidated statements of operations. After the contract is established, there are no significant judgments made when determining the transaction price.
Oil and Gas Revenue
On August 18, 2020, KKR directly holds certaintransferred all the working and royalty interests in oil and natural gas properties, that arewhich were directly held by KKR and not held through investment funds. Oilfunds, into a consolidated investment fund. Before the transfer, oil and gas revenue iswas recognized when the performance obligation isobligations were satisfied, which occursoccurred at the point in time when control of the product transferstransferred to the customer. Performance obligations arewere typically satisfied through the monthly delivery of production. Revenue iswas recognized based on KKR's proportionate share of production from non-operated properties as marketed by the operator. After the contract iswas established, there arewere no significant judgments made when determining the transaction price. As result of the transfer of all the working and royalty interests into a consolidated investment fund, no oil and gas revenue has been recognized since the date of the transfer.
Consulting Fees
KKR provides consulting and other services to portfolio companies and other companies in exchange for a consulting fee. Consulting fees are separately negotiated with each portfolio company for which services are provided. After the contract is established, there are no significant judgments made when determining the transaction price.
Capital Allocation-Based Income (Loss)
Capital allocation-based income (loss) is earned from those arrangements where KKR has a general partner capital interest and is entitled to a disproportionate allocation of investment income (referred to hereafter as "carried interest"). KKR accounts for its general partner interests in capital allocation-based arrangements as financial instruments under ASC 323, Investments - Equity Method and Joint Ventures ("ASC 323") since the general partner has significant governance rights in the investment funds in which it invests, which demonstrates significant influence. In accordance with ASC 323, KKR records equity method income based on the proportionate share of the income of the investment fund, including carried interest, assuming the investment fund was liquidated as of each reporting date pursuant to each investment fund's governing agreements. Accordingly, these general partner interests are accounted for outside of the scope of ASC 606. Other arrangements surrounding contractual incentive fees through an advisory contract are separate and distinct and accounted for in accordance with ASC 606. In these incentive fee arrangements, accounted for in accordance with ASC 606, KKR’s economics in the entity do not involve an allocation of capital. See "Incentive Fees" above.
Carried interest is allocated to the general partner based on cumulative fund performance to date, and where applicable, subject to a preferred return to the funds' limited partners. At the end of each reporting period, KKR calculates the carried interest that would be due to KKR for each investment fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as carried interest to reflect either (a) positive performance resulting in an increase in the carried interest allocated to the general partner or (b) negative performance that would cause the amount due to KKR to be less than the amount previously recognized, resulting in a negative adjustment to carried interest allocated to the general partner. In each case, it is necessary to calculate the carried interest on cumulative results compared to the carried interest recorded to date and to make the required positive or negative adjustments. KKR ceases to record negative carried interest allocations once previously recognized carried interest allocations for an investment fund have been fully reversed. KKR is not obligated to make payments for guaranteed returns or hurdles and, therefore, cannot have negative carried interest over the life of an investment fund. Accrued but unpaid carried interest as of the reporting date is reflected in Investments in the consolidated statements of financial condition.
Notes to Financial Statements (Continued)
CompensationDue from and BenefitsDue to Affiliates
CompensationKKR considers its principals and Benefits expense includes (i) cash compensation consistingtheir related entities, unconsolidated investment funds and the portfolio companies of salaries, bonuses,its funds to be affiliates for accounting purposes. Receivables from and benefits, (ii) equity based compensation consistingpayables to affiliates are recorded at their current settlement amount.
Freestanding Derivatives
Freestanding derivatives are instruments that KKR and certain of charges associated with the vesting of equity-based awards (see Note 12 "Equity Based Compensation") and (iii) carry pool allocations.
All KKR employees receive a base salary that is paid by KKR or its consolidated entities,funds have entered into as part of their overall risk management and is accountedinvestment strategies. These derivative contracts are not designated as hedging instruments for as Compensationaccounting purposes. Such contracts may include forward, swap and Benefits expenseoption contracts related to foreign currencies and interest rates to manage foreign exchange risk and interest rate risk arising from certain assets and liabilities. All derivatives are recognized in Other Assets or Accrued Expenses and Other Liabilities and are presented on a gross basis in the consolidated statements of financial condition and measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. These employees are also eligibleKKR's derivative financial instruments contain credit risk to receive discretionary cash bonuses based on performance, overall profitability and other matters. While cash bonuses paidthe extent that its counterparties may be unable to most employees are bornemeet the terms of the agreements. KKR attempts to reduce this risk by KKR and certain consolidated entities and resultlimiting its counterparties to major financial institutions with strong credit ratings.
Securities Sold Short
Whether part of a hedging transaction or a transaction in customary compensation and benefits expense, certain cash bonuses that are paid to certain of KKR's principals can be borne by KKR Holdings. These bonuses are funded with distributions that KKR Holdings receives on KKR Group Partnership Units held by KKR Holdings but are not then passed on to holders of unvested unitsits own right, securities sold short represent obligations of KKR Holdings. Because KKR principals are not entitled to receive distributions on units that are unvested, any amounts allocateddeliver the specified security at the contracted price at a future point in time, and thereby create a liability to principalsrepurchase the security in excess of a principal's vested equity interests are reflected as employee compensation and benefits expense. These compensation charges, if any, are currentlythe market at the prevailing prices. The liability for such securities sold short, which is recorded based on the amount of cash expected to be paid by KKR Holdings.
Carry Pool Allocation
With respect to KKR's funds that provide for carried interest, KKR allocates to its employees a portion of the carried interest earned in relation to these funds as part of its carry pool. KKR allocates 40% or 43%, depending on the fund's vintage, of the carry it earns from these funds and vehicles to its carry pool. These amounts are accounted for as compensatory profit‑sharing arrangements in Accounts Payable, Accrued Expenses and Other Liabilities withinin the statement of financial condition, is marked to market based on the current fair value of the underlying security at the reporting date with changes in fair value recorded as unrealized gains or losses in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. These transactions may involve market risk in excess of the amount currently reflected in the accompanying consolidated statements of financial condition in conjunction with the related carried interest income and recorded as compensation expense. Upon a reversal of carried interest income, the related carry pool allocation, if any, is also reversed. Accordingly, such compensation expense is subject to both positive and negative adjustments.condition.
Profit Sharing Plan
KKR provides certain profit sharing programs for KKR employees. In particular, KKR provides a 401(k) plan for eligible employees in the United States. For certain professionals who are participants in the 401(k) plan, KKR may, in its discretion, contribute an amount after the end of the plan year.
General, Administrative and Other
General, administrative and other expense consists primarily of professional fees paid to legal advisors, accountants, advisors and consultants, insurance costs, travel and related expenses, communications and information services, depreciation and amortization charges, expenses (including impairment charges) incurred by oil and gas entities that are consolidated, broken-deal expenses, placement fees and other general operating expenses. A portion of these general administrative and other expenses, in particular broken-deal expenses, are borne by fund investors.
Investment Income
Investment income consists primarily of the net impact of:
| |
(i) | Realized and unrealized gains and losses on investments, securities sold short, derivatives and debt obligations of consolidated CFEs which are recorded in Net Gains (Losses) from Investment Activities. Upon disposition of an investment, previously recognized unrealized gains or losses are reversed and a realized gain or loss is recognized. |
| |
(ii) | Foreign exchange gains and losses relating to mark‑to‑market activity on foreign exchange forward contracts, foreign currency options and foreign denominated debt which are recorded in Net Gains (Losses) from Investment Activities. |
| |
(iii) | Dividends, which are recognized on the ex‑dividend date, or, in the absence of a formal declaration of a record date, on the date it is received. |
| |
(iv) | Interest income, which is recognized as earned. |
| |
(v) | Interest expense, which is recognized as incurred. |
Notes to Financial Statements (Continued)
Income TaxesFor the three months ended March 31, 2021 and 2020, respectively, revenues consisted of the following:
KKR & Co. Inc. is a corporation for U.S. federal income tax purposes | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, | | |
| | | | | | 2021 | | 2020 | | | | |
| Management Fees | | | | | $ | 276,181 | | | $ | 222,689 | | | | | |
| Fee Credits | | | | | (35,398) | | | (35,387) | | | | | |
| Transaction Fees | | | | | 165,893 | | | 98,996 | | | | | |
| Monitoring Fees | | | | | 35,388 | | | 31,149 | | | | | |
| Incentive Fees | | | | | 3,438 | | | 668 | | | | | |
| Expense Reimbursements | | | | | 27,729 | | | 28,224 | | | | | |
| Oil and Gas Revenue | | | | | 0 | | | 13,315 | | | | | |
| Consulting Fees | | | | | 20,080 | | | 20,918 | | | | | |
| Total Fees and Other | | | | | 493,311 | | | 380,572 | | | | | |
| | | | | | | | | | | |
| Carried Interest | | | | | 2,140,426 | | | (1,210,925) | | | | | |
| General Partner Capital Interest | | | | | 544,221 | | | (171,152) | | | | | |
| Total Capital Allocation-Based Income (Loss) | | | | | 2,684,647 | | | (1,382,077) | | | | | |
| | | | | | | | | | | |
| Total Revenues - Asset Management | | | | | $ | 3,177,958 | | | $ | (1,001,505) | | | | | |
Fees and thus is subject to U.S. federal, stateOther
Fees and local corporate income taxes at the entity level on KKR’s share of net taxable income. In addition, KKR Group Partnership and certain of its subsidiaries operate in the United StatesOther, as partnerships for U.S. federal income tax purposes and as corporate entities in certain non-U.S. jurisdictions. These entities, in some cases, are subject to U.S. state or local income taxes or non-U.S. income taxes.
Deferred Income Taxes
Income taxesdetailed above, are accounted for using the asset and liability method of accounting.as contracts with customers. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period when the change is enacted.
Deferred tax assets, which are recorded in Other Assets within the statement of financial condition, are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. When evaluating the realizability of the deferred tax assets, all evidence, both positive and negative, is considered. Items considered when evaluating the need for a valuation allowance include the ability to carry back losses, future reversals of existing temporary differences, tax planning strategies, and expectations of future earnings.
For a particular tax‑paying component of an entity and within a particular tax jurisdiction, deferred tax assets and liabilities are offset and presented as a single amount within Other Assets or Accounts Payable, Accrued and Other Liabilities, as applicable, in the accompanying statements of financial condition.
Uncertain Tax Positions
ASC 606, Revenue from Contracts with Customers ("ASC 606"), KKR analyzes its tax filing positions in all of the U.S. federal, state and local tax jurisdictions and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, KKR determines that uncertainties in tax positions exist,(a) identify the contract(s) with a reserve is established. The reserve for uncertain tax positions is recorded in Accounts Payable, Accrued and Other Liabilitiescustomer, (b) identify the performance obligations in the accompanying statements of financial condition. KKR recognizes accrued interest and penalties relatedcontract, (c) determine the transaction price, (d) allocate the transaction price to uncertain tax positions within the provision for income taxesperformance obligations in the consolidated statements of operations.
contract, and (e) recognize revenue when (or as) KKR records uncertain tax positions onsatisfies its performance obligation. In determining the basis of a two‑step process: (a) determination is made whethertransaction price, KKR has included variable consideration only to the extent that it is more likely than notprobable that a significant reversal in the tax positions will be sustained based on the technical merits of the position and (b) those tax positions that meet the more‑likely‑than‑not threshold are recognized as the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlementcumulative revenue recognized would not occur when the uncertainty associated with the related tax authority.
Cash and Cash Equivalents
KKR considers all highly liquid short‑term investments with original maturities of 90 days or less when purchased to be cash equivalents.
Cash and Cash Equivalents Held at Consolidated Entities
Cash and cash equivalents held at consolidated entities represents cash that, although not legally restricted,variable consideration is not available to fund general liquidity needs of KKR as the use of such funds is generally limited to the investment activities of KKR's investment funds and CFEs.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents primarily represent amounts that are held by third parties under certain of KKR's financing and derivative transactions. The duration of this restricted cash generally matches the duration of the related financing or derivative transaction.
Notes to Financial Statements (Continued)
| | | | | | | | | | | | | | | | | | | | | | | |
| Revenue Type | Customer | Performance Obligation | Performance Obligation Satisfied Over Time or Point In Time (1) | Variable or
Fixed Consideration | Payment Terms | Subject to Return Once Recognized | Classification of Uncollected Amounts (2) |
| Management Fees | Investment funds, CLOs and other vehicles | Investment management services | Over time as services are rendered | Variable consideration since varies based on fluctuations in the basis of the management fee over time | Typically quarterly or annually in arrears | No | Due from Affiliates |
| Transaction Fees | Portfolio companies and third party companies | Advisory services and debt and equity arranging and underwriting | Point in time when the transaction (e.g. underwriting) is completed | Fixed consideration | Typically paid on or shortly after transaction closes | No | Due from Affiliates (portfolio companies)
Other Assets (third parties) |
| Monitoring Fees | | | | | | | |
| Recurring Fees | Portfolio companies | Monitoring services | Over time as services are rendered | Variable consideration since varies based on fluctuations in the basis of the recurring fee | Typically quarterly in arrears | No | Due from Affiliates |
| Termination Fees | Portfolio companies | Monitoring services | Point in time when the termination is completed | Fixed consideration | Typically paid on or shortly after termination occurs | No | Due from Affiliates |
| Incentive Fees | Investment funds and other vehicles | Investment management services that result in achievement of minimum investment return levels | Over time as services are rendered | Variable consideration since contingent upon the investment fund and other vehicles achieving more than stipulated investment return hurdles | Typically paid shortly after the end of the performance measurement period | No | Due from Affiliates |
| Expense Reimbursements | Investment funds and portfolio companies | Investment management and monitoring services | Point in time when the related expense is incurred | Fixed consideration | Typically shortly after expense is incurred | No | Due from Affiliates |
| Oil and Gas Revenues | Oil and gas wholesalers | Delivery of oil liquids and gas | Point in time when delivery has occurred and title has transferred | Fixed consideration | Typically shortly after delivery | No | Other Assets |
| Consulting Fees | Portfolio companies and other companies | Consulting and other services | Over time as services are rendered | Fixed consideration | Typically quarterly in arrears | No | Due from Affiliates |
(1)For performance obligations satisfied at a point in time, there were no significant judgments made in evaluating when a customer obtains control of the promised service.
(2)For amounts classified in Other Assets, see Note 14 "Other Assets and Accrued Expenses and Other Liabilities." For amounts classified in Due from Affiliates, see Note 19 "Related Party Transactions."
Management Fees
KKR provides investment management services to investment funds, CLOs, and other vehicles and entities in exchange for a management fee. Management fees are determined quarterly based on an annual rate and are generally based upon a percentage of the capital committed or capital invested during the investment period. Thereafter, management fees are generally based on a percentage of remaining invested capital, net asset value, gross assets or as otherwise defined in the respective contractual agreements. Since some of the factors that cause the fees to fluctuate are outside of KKR's control, management fees are considered to be constrained and are therefore not included in the transaction price. Additionally, after the contract is established there are no significant judgments made when determining the transaction price.
Management fees earned from KKR's consolidated investment funds and other vehicles and entities are eliminated in consolidation. However, because these amounts are funded by, and earned from, noncontrolling interests, KKR's allocated share of the net income from the consolidated investment funds and other vehicles is increased by the amount of fees that are
Notes to Financial Statements (Continued)
eliminated. Accordingly, the elimination of these fees does not impact the net income (loss) attributable to KKR or KKR stockholders' equity.
Fee Credits
Under the terms of the management agreements with certain of its investment funds, KKR is required to share with such funds an agreed upon percentage of certain fees, including monitoring and transaction fees earned from portfolio companies ("Fee Credits"). Investment funds earn Fee Credits only with respect to monitoring and transaction fees that are allocable to the fund's investment in the portfolio company and not, for example, any fees allocable to capital invested through co-investment vehicles. Fee Credits are calculated after deducting certain costs incurred in connection with pursuing potential investments that do not result in completed transactions ("broken-deal expenses") and generally amount to 80% for older funds formed on or prior to January 1, 2015, or 100% for newer funds, of allocable monitoring and transaction fees after broken-deal expenses are recovered, although the actual percentage may vary from fund to fund. Fee Credits are recognized and owed to investment funds concurrently with the recognition of monitoring fees, transaction fees and broken-deal expenses. Since Fee Credits are payable to investment funds, amounts owed are generally applied as a reduction of the management fee that is otherwise billed to the investment fund. Fee credits are recorded as a reduction of revenues in the consolidated statement of operations. Fee Credits owed to investment funds are recorded in Due to Affiliates on the consolidated statements of financial condition. See Note 19 "Related Party Transactions."
Transaction Fees
KKR (i) arranges debt and equity financing, places and underwrites securities offerings, and provides other types of capital markets services for companies seeking financing in its Capital Markets business line and (ii) provides advisory services in connection with successful Private Markets and Public Markets business line portfolio company investment transactions, in each case, in exchange for a transaction fee. Transaction fees are separately negotiated for each transaction and are generally based on (i) for Capital Markets business line transactions, a percentage of the overall transaction size and (ii) for Private Markets and Public Markets business line transactions, a percentage of either total enterprise value of an investment or a percentage of the aggregate price paid for an investment. After the contract is established, there are no significant judgments made when determining the transaction price.
Monitoring Fees
KKR provides services in connection with monitoring portfolio companies in exchange for a fee. Recurring monitoring fees are separately negotiated for each portfolio company. In addition, certain monitoring fee arrangements may provide for a termination payment following an initial public offering or change of control as defined in the contractual terms of the related agreement. These termination payments are recognized in the period when the related transaction closes. After the contract is established, there are no significant judgments made when determining the transaction price.
Incentive Fees
KKR provides investment management services to certain investment funds, CLOs and other vehicles in exchange for a management fee as discussed above and, in some cases an incentive fee when KKR is not entitled to a carried interest. Incentive fee rates generally range from 5% to 20% of investment gains. Incentive fees are considered a form of variable consideration as these fees are subject to reversal, and therefore the recognition of such fees is deferred until the end of each fund's measurement period when the performance-based incentive fees become fixed and determinable. Incentive fees are generally paid within 90 days of the end of the investment vehicles' measurement period. After the contract is established, there are no significant judgments made when determining the transaction price.
Incentive fees earned from KKR's consolidated investment funds, CLOs, and other vehicles are eliminated in consolidation. However, because these amounts are funded by, and earned from, noncontrolling interests, KKR's allocated share of the net income from the consolidated investment funds, CLOs, and other vehicles is increased by the amount of fees that are eliminated. Accordingly, the elimination of these fees does not impact the net income (loss) attributable to KKR or KKR stockholders' equity.
Expense Reimbursements
Providing investment management services to investment funds and monitoring KKR’s portfolio companies require KKR to arrange for services on behalf of them. In those situations where KKR is acting as an agent on behalf of its investment funds or portfolio companies, it presents the cost of services on a net basis as a reduction of Revenues. In all other situations, KKR is primarily responsible for fulfilling the services and is therefore acting as a principal for those arrangements for accounting
Notes to Financial Statements (Continued)
purposes. As a result, the expense and related reimbursement associated with those services is presented on a gross basis.Costs incurred are classified within Expenses and reimbursements of such costs are classified as Expense Reimbursements within Revenues on the consolidated statements of operations. After the contract is established, there are no significant judgments made when determining the transaction price.
Oil and Gas Revenue
On August 18, 2020, KKR transferred all the working and royalty interests in oil and natural gas properties, which were directly held by KKR and not held through investment funds, into a consolidated investment fund. Before the transfer, oil and gas revenue was recognized when the performance obligations were satisfied, which occurred at the point in time when control of the product transferred to the customer. Performance obligations were typically satisfied through the monthly delivery of production. Revenue was recognized based on KKR's proportionate share of production from non-operated properties as marketed by the operator. After the contract was established, there were no significant judgments made when determining the transaction price. As result of the transfer of all the working and royalty interests into a consolidated investment fund, no oil and gas revenue has been recognized since the date of the transfer.
Consulting Fees
KKR provides consulting and other services to portfolio companies and other companies in exchange for a consulting fee. Consulting fees are separately negotiated with each company for which services are provided. After the contract is established, there are no significant judgments made when determining the transaction price.
Capital Allocation-Based Income (Loss)
Capital allocation-based income (loss) is earned from those arrangements where KKR has a general partner capital interest and is entitled to a disproportionate allocation of investment income (referred to hereafter as "carried interest"). KKR accounts for its general partner interests in capital allocation-based arrangements as financial instruments under ASC 323, Investments - Equity Method and Joint Ventures ("ASC 323") since the general partner has significant governance rights in the investment funds in which it invests, which demonstrates significant influence. In accordance with ASC 323, KKR records equity method income based on the proportionate share of the income of the investment fund, including carried interest, assuming the investment fund was liquidated as of each reporting date pursuant to each investment fund's governing agreements. Accordingly, these general partner interests are accounted for outside of the scope of ASC 606. Other arrangements surrounding contractual incentive fees through an advisory contract are separate and distinct and accounted for in accordance with ASC 606. In these incentive fee arrangements, accounted for in accordance with ASC 606, KKR’s economics in the entity do not involve an allocation of capital. See "Incentive Fees" above.
Carried interest is allocated to the general partner based on cumulative fund performance to date, and where applicable, subject to a preferred return to the funds' limited partners. At the end of each reporting period, KKR calculates the carried interest that would be due to KKR for each investment fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as carried interest to reflect either (a) positive performance resulting in an increase in the carried interest allocated to the general partner or (b) negative performance that would cause the amount due to KKR to be less than the amount previously recognized, resulting in a negative adjustment to carried interest allocated to the general partner. In each case, it is necessary to calculate the carried interest on cumulative results compared to the carried interest recorded to date and to make the required positive or negative adjustments. KKR ceases to record negative carried interest allocations once previously recognized carried interest allocations for an investment fund have been fully reversed. KKR is not obligated to make payments for guaranteed returns or hurdles and, therefore, cannot have negative carried interest over the life of an investment fund. Accrued but unpaid carried interest as of the reporting date is reflected in Investments in the consolidated statements of financial condition.
Due from and Due to Affiliates
KKR considers its principals and their related entities, unconsolidated investment funds and the portfolio companies of its funds to be affiliates for accounting purposes. Receivables from and payables to affiliates are recorded at their current settlement amount.
Fixed Assets, Depreciation and Amortization
Fixed assets consist primarily of corporate real estate, leasehold improvements, furniture and computer hardware. Such amounts are recorded at cost less accumulated depreciation and amortization and are included in Other Assets within the accompanying consolidated statements of financial condition. Depreciation and amortization are calculated using the straight‑line method over the assets' estimated economic useful lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, and three to seven years for other fixed assets.
Freestanding Derivatives
Freestanding derivatives are instruments that KKR and certain of its consolidated funds have entered into as part of their overall risk management and investment strategies. These derivative contracts are not designated as hedging instruments for accounting purposes. Such contracts may include forward, swap and option contracts related to foreign currencies and interest rates to manage foreign exchange risk and interest rate risk arising from certain assets and liabilities. All derivatives are recognized in Other Assets or Accounts Payable, Accrued Expenses and Other Liabilities and are presented on a gross basis in the consolidated statements of financial condition and measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. KKR's derivative financial instruments contain credit risk to the extent that its counterparties may be unable to meet the terms of the agreements. KKR attempts to reduce this risk by limiting its counterparties to major financial institutions with strong credit ratings.
Goodwill
Goodwill represents the excess of acquisition cost over the fair value of net tangible and intangible assets acquired in connection with an acquisition. Goodwill is assessed for impairment annually in the third quarter of each fiscal year or more frequently if circumstances indicate impairment may have occurred. Goodwill is recorded in Other Assets in the accompanying consolidated statements of financial condition.
Securities Sold Short
Whether part of a hedging transaction or a transaction in its own right, securities sold short represent obligations of KKR to deliver the specified security at the contracted price at a future point in time, and thereby create a liability to repurchase the security in the market at the prevailing prices. The liability for such securities sold short, which is recorded in Accounts Payable, Accrued Expenses and Other Liabilities in the statement of financial condition, is marked to market based on the current fair value of the underlying security at the reporting date with changes in fair value recorded as unrealized gains or losses in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. These transactions may involve market risk in excess of the amount currently reflected in the accompanying consolidated statements of financial condition.
Comprehensive
Notes to Financial Statements (Continued)
Revenues
For the three months ended March 31, 2021 and 2020, respectively, revenues consisted of the following:
| | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, | | |
| | | | | | 2021 | | 2020 | | | | |
| Management Fees | | | | | $ | 276,181 | | | $ | 222,689 | | | | | |
| Fee Credits | | | | | (35,398) | | | (35,387) | | | | | |
| Transaction Fees | | | | | 165,893 | | | 98,996 | | | | | |
| Monitoring Fees | | | | | 35,388 | | | 31,149 | | | | | |
| Incentive Fees | | | | | 3,438 | | | 668 | | | | | |
| Expense Reimbursements | | | | | 27,729 | | | 28,224 | | | | | |
| Oil and Gas Revenue | | | | | 0 | | | 13,315 | | | | | |
| Consulting Fees | | | | | 20,080 | | | 20,918 | | | | | |
| Total Fees and Other | | | | | 493,311 | | | 380,572 | | | | | |
| | | | | | | | | | | |
| Carried Interest | | | | | 2,140,426 | | | (1,210,925) | | | | | |
| General Partner Capital Interest | | | | | 544,221 | | | (171,152) | | | | | |
| Total Capital Allocation-Based Income (Loss) | | | | | 2,684,647 | | | (1,382,077) | | | | | |
| | | | | | | | | | | |
| Total Revenues - Asset Management | | | | | $ | 3,177,958 | | | $ | (1,001,505) | | | | | |
Fees and Other
Fees and Other, as detailed above, are accounted for as contracts with customers. Under ASC 606, Revenue from Contracts with Customers ("ASC 606"), KKR is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) KKR satisfies its performance obligation. In determining the transaction price, KKR has included variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.
Notes to Financial Statements (Continued)
The following table summarizes KKR's revenues from contracts with customers:
| | | | | | | | | | | | | | | | | | | | | | | |
| Revenue Type | Customer | Performance Obligation | Performance Obligation Satisfied Over Time or Point In Time (1) | Variable or
Fixed Consideration | Payment Terms | Subject to Return Once Recognized | Classification of Uncollected Amounts (2) |
| Management Fees | Investment funds, CLOs and other vehicles | Investment management services | Over time as services are rendered | Variable consideration since varies based on fluctuations in the basis of the management fee over time | Typically quarterly or annually in arrears | No | Due from Affiliates |
| Transaction Fees | Portfolio companies and third party companies | Advisory services and debt and equity arranging and underwriting | Point in time when the transaction (e.g. underwriting) is completed | Fixed consideration | Typically paid on or shortly after transaction closes | No | Due from Affiliates (portfolio companies)
Other Assets (third parties) |
| Monitoring Fees | | | | | | | |
| Recurring Fees | Portfolio companies | Monitoring services | Over time as services are rendered | Variable consideration since varies based on fluctuations in the basis of the recurring fee | Typically quarterly in arrears | No | Due from Affiliates |
| Termination Fees | Portfolio companies | Monitoring services | Point in time when the termination is completed | Fixed consideration | Typically paid on or shortly after termination occurs | No | Due from Affiliates |
| Incentive Fees | Investment funds and other vehicles | Investment management services that result in achievement of minimum investment return levels | Over time as services are rendered | Variable consideration since contingent upon the investment fund and other vehicles achieving more than stipulated investment return hurdles | Typically paid shortly after the end of the performance measurement period | No | Due from Affiliates |
| Expense Reimbursements | Investment funds and portfolio companies | Investment management and monitoring services | Point in time when the related expense is incurred | Fixed consideration | Typically shortly after expense is incurred | No | Due from Affiliates |
| Oil and Gas Revenues | Oil and gas wholesalers | Delivery of oil liquids and gas | Point in time when delivery has occurred and title has transferred | Fixed consideration | Typically shortly after delivery | No | Other Assets |
| Consulting Fees | Portfolio companies and other companies | Consulting and other services | Over time as services are rendered | Fixed consideration | Typically quarterly in arrears | No | Due from Affiliates |
(1)For performance obligations satisfied at a point in time, there were no significant judgments made in evaluating when a customer obtains control of the promised service.
(2)For amounts classified in Other Assets, see Note 14 "Other Assets and Accrued Expenses and Other Liabilities." For amounts classified in Due from Affiliates, see Note 19 "Related Party Transactions."
Management Fees
KKR provides investment management services to investment funds, CLOs, and other vehicles and entities in exchange for a management fee. Management fees are determined quarterly based on an annual rate and are generally based upon a percentage of the capital committed or capital invested during the investment period. Thereafter, management fees are generally based on a percentage of remaining invested capital, net asset value, gross assets or as otherwise defined in the respective contractual agreements. Since some of the factors that cause the fees to fluctuate are outside of KKR's control, management fees are considered to be constrained and are therefore not included in the transaction price. Additionally, after the contract is established there are no significant judgments made when determining the transaction price.
Management fees earned from KKR's consolidated investment funds and other vehicles and entities are eliminated in consolidation. However, because these amounts are funded by, and earned from, noncontrolling interests, KKR's allocated share of the net income from the consolidated investment funds and other vehicles is increased by the amount of fees that are
Notes to Financial Statements (Continued)
eliminated. Accordingly, the elimination of these fees does not impact the net income (loss) attributable to KKR or KKR stockholders' equity.
Fee Credits
Under the terms of the management agreements with certain of its investment funds, KKR is required to share with such funds an agreed upon percentage of certain fees, including monitoring and transaction fees earned from portfolio companies ("Fee Credits"). Investment funds earn Fee Credits only with respect to monitoring and transaction fees that are allocable to the fund's investment in the portfolio company and not, for example, any fees allocable to capital invested through co-investment vehicles. Fee Credits are calculated after deducting certain costs incurred in connection with pursuing potential investments that do not result in completed transactions ("broken-deal expenses") and generally amount to 80% for older funds formed on or prior to January 1, 2015, or 100% for newer funds, of allocable monitoring and transaction fees after broken-deal expenses are recovered, although the actual percentage may vary from fund to fund. Fee Credits are recognized and owed to investment funds concurrently with the recognition of monitoring fees, transaction fees and broken-deal expenses. Since Fee Credits are payable to investment funds, amounts owed are generally applied as a reduction of the management fee that is otherwise billed to the investment fund. Fee credits are recorded as a reduction of revenues in the consolidated statement of operations. Fee Credits owed to investment funds are recorded in Due to Affiliates on the consolidated statements of financial condition. See Note 19 "Related Party Transactions."
Transaction Fees
KKR (i) arranges debt and equity financing, places and underwrites securities offerings, and provides other types of capital markets services for companies seeking financing in its Capital Markets business line and (ii) provides advisory services in connection with successful Private Markets and Public Markets business line portfolio company investment transactions, in each case, in exchange for a transaction fee. Transaction fees are separately negotiated for each transaction and are generally based on (i) for Capital Markets business line transactions, a percentage of the overall transaction size and (ii) for Private Markets and Public Markets business line transactions, a percentage of either total enterprise value of an investment or a percentage of the aggregate price paid for an investment. After the contract is established, there are no significant judgments made when determining the transaction price.
Monitoring Fees
KKR provides services in connection with monitoring portfolio companies in exchange for a fee. Recurring monitoring fees are separately negotiated for each portfolio company. In addition, certain monitoring fee arrangements may provide for a termination payment following an initial public offering or change of control as defined in the contractual terms of the related agreement. These termination payments are recognized in the period when the related transaction closes. After the contract is established, there are no significant judgments made when determining the transaction price.
Incentive Fees
KKR provides investment management services to certain investment funds, CLOs and other vehicles in exchange for a management fee as discussed above and, in some cases an incentive fee when KKR is not entitled to a carried interest. Incentive fee rates generally range from 5% to 20% of investment gains. Incentive fees are considered a form of variable consideration as these fees are subject to reversal, and therefore the recognition of such fees is deferred until the end of each fund's measurement period when the performance-based incentive fees become fixed and determinable. Incentive fees are generally paid within 90 days of the end of the investment vehicles' measurement period. After the contract is established, there are no significant judgments made when determining the transaction price.
Incentive fees earned from KKR's consolidated investment funds, CLOs, and other vehicles are eliminated in consolidation. However, because these amounts are funded by, and earned from, noncontrolling interests, KKR's allocated share of the net income from the consolidated investment funds, CLOs, and other vehicles is increased by the amount of fees that are eliminated. Accordingly, the elimination of these fees does not impact the net income (loss) attributable to KKR or KKR stockholders' equity.
Expense Reimbursements
Providing investment management services to investment funds and monitoring KKR’s portfolio companies require KKR to arrange for services on behalf of them. In those situations where KKR is acting as an agent on behalf of its investment funds or portfolio companies, it presents the cost of services on a net basis as a reduction of Revenues. In all other situations, KKR is primarily responsible for fulfilling the services and is therefore acting as a principal for those arrangements for accounting
Notes to Financial Statements (Continued)
purposes. As a result, the expense and related reimbursement associated with those services is presented on a gross basis.Costs incurred are classified within Expenses and reimbursements of such costs are classified as Expense Reimbursements within Revenues on the consolidated statements of operations. After the contract is established, there are no significant judgments made when determining the transaction price.
Oil and Gas Revenue
On August 18, 2020, KKR transferred all the working and royalty interests in oil and natural gas properties, which were directly held by KKR and not held through investment funds, into a consolidated investment fund. Before the transfer, oil and gas revenue was recognized when the performance obligations were satisfied, which occurred at the point in time when control of the product transferred to the customer. Performance obligations were typically satisfied through the monthly delivery of production. Revenue was recognized based on KKR's proportionate share of production from non-operated properties as marketed by the operator. After the contract was established, there were no significant judgments made when determining the transaction price. As result of the transfer of all the working and royalty interests into a consolidated investment fund, no oil and gas revenue has been recognized since the date of the transfer.
Consulting Fees
KKR provides consulting and other services to portfolio companies and other companies in exchange for a consulting fee. Consulting fees are separately negotiated with each company for which services are provided. After the contract is established, there are no significant judgments made when determining the transaction price.
Capital Allocation-Based Income (Loss)
ComprehensiveCapital allocation-based income (loss) is definedearned from those arrangements where KKR has a general partner capital interest and is entitled to a disproportionate allocation of investment income (referred to hereafter as "carried interest"). KKR accounts for its general partner interests in capital allocation-based arrangements as financial instruments under ASC 323, Investments - Equity Method and Joint Ventures ("ASC 323") since the changegeneral partner has significant governance rights in the investment funds in which it invests, which demonstrates significant influence. In accordance with ASC 323, KKR records equity method income based on the proportionate share of the income of the investment fund, including carried interest, assuming the investment fund was liquidated as of each reporting date pursuant to each investment fund's governing agreements. Accordingly, these general partner interests are accounted for outside of the scope of ASC 606. Other arrangements surrounding contractual incentive fees through an advisory contract are separate and distinct and accounted for in accordance with ASC 606. In these incentive fee arrangements, accounted for in accordance with ASC 606, KKR’s economics in the entity do not involve an allocation of capital. See "Incentive Fees" above.
Carried interest is allocated to the general partner based on cumulative fund performance to date, and where applicable, subject to a preferred return to the funds' limited partners. At the end of each reporting period, KKR calculates the carried interest that would be due to KKR for each investment fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as carried interest to reflect either (a) positive performance resulting in an increase in the carried interest allocated to the general partner or (b) negative performance that would cause the amount due to KKR to be less than the amount previously recognized, resulting in a negative adjustment to carried interest allocated to the general partner. In each case, it is necessary to calculate the carried interest on cumulative results compared to the carried interest recorded to date and to make the required positive or negative adjustments. KKR ceases to record negative carried interest allocations once previously recognized carried interest allocations for an investment fund have been fully reversed. KKR is not obligated to make payments for guaranteed returns or hurdles and, therefore, cannot have negative carried interest over the life of an investment fund. Accrued but unpaid carried interest as of the reporting date is reflected in Investments in the consolidated statements of financial condition.
Compensation and Benefits
Compensation and Benefits expense includes (i) base cash compensation consisting of salaries and wages, (ii) benefits, (iii) carry pool allocations, (iv) equity-based compensation, and (v) discretionary cash bonuses.
To supplement base cash compensation, benefits, carry pool allocations, and equity-based compensation, KKR typically pays discretionary cash bonuses, which are included in Compensation and Benefits expense in the consolidated statements of operations, based principally on the level of (i) management fees and other fee revenues (including incentive fees), (ii) realized carried interest and (iii) realized investment income earned during the year. The amounts paid as discretionary cash bonuses, if
Notes to Financial Statements (Continued)
any, are at KKR’s sole discretion and vary by individual to individual and from period to period, including having no cash bonus. KKR accrues discretionary cash bonuses when payment becomes probable and reasonably estimable which is generally in the period when KKR makes the decision to pay discretionary cash bonuses and is based upon a number of factors including the recognition of fee revenues, realized carried interest, realized investment income and other factors determined during the year.
KKR decides whether to pay a discretionary cash bonus and determines the percentage of applicable revenue components to pay compensation only upon the occurrence of the realization event. There is no contractual or other binding obligation that requires KKR to pay a discretionary cash bonus to its employees, except in limited circumstances.
While most cash bonuses paid to most employees are borne by KKR and result in customary compensation and benefits expense, certain cash bonuses that are paid to certain of KKR's principals can be borne by KKR Holdings. These bonuses can be funded with distributions that KKR Holdings receives on KKR Group Partnership Units held by KKR Holdings but are not then passed on to holders of unvested units of KKR Holdings. Because KKR principals are not entitled to receive distributions on units that are unvested, any amounts allocated to principals in excess of a business enterprise duringprincipal's vested equity interests are reflected as employee compensation and benefits expense. These compensation charges, if any, are currently recorded based on the amount of cash expected to be paid by KKR Holdings.
Carry Pool Allocation
With respect to KKR's funds that provide for carried interest, KKR allocates a periodportion of the realized and unrealized carried interest that it earns to a carry pool established at KKR Associates Holdings L.P. (which is not a subsidiary of KKR), from transactionswhich its employees and certain other eventscarry pool participants are eligible to receive a carried interest allocation. The allocation is determined based upon a fixed arrangement between KKR Associates Holdings L.P. and circumstances, excluding those resulting from contributions fromKKR, and distributionsKKR does not exercise discretion on whether to owners. Inmake an allocation to the carry pool upon a realization event. These amounts are accounted for as compensatory profit sharing arrangements in Accrued Expenses and Other Liabilities within the accompanying consolidated statements of financial condition in conjunction with the related carried interest income and are recorded as compensation expense. Upon a reversal of carried interest income, the related carry pool allocation, if any, is also reversed. Accordingly, such compensation expense is subject to both positive and negative adjustments.
In February 2021, following the approval of a majority of KKR & Co. Inc.'s independent directors, KKR amended the percentage of carried interest that is allocable to the carry pool to 65% for (i) current investment funds for which no or de minimis amounts of carried interest was accrued as of December 31, 2020 and (ii) all future funds. For all other funds, the percentage of carried interest remains 40% or 43%, as applicable. The percentage of carried interest allocable to the carry pool may be increased above 65% only with the approval of a majority of KKR & Co. Inc.'s independent directors.
Equity-based Compensation
In addition to the cash-based compensation and carry pool allocations as described above, employees receive equity awards under the Amended and Restated KKR & Co. Inc. 2010 Equity Incentive Plan (the "2010 Equity Incentive Plan") and the Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan (the "2019 Equity Incentive Plan" and, together with the 2010 Equity Incentive Plan, the "Equity Incentive Plans"). Most of these awards are subject to service-based vesting typically over a three to five-year period from the date of grant, while in certain cases vesting is subject to the achievement of market conditions. Certain of these awards are subject to transfer restrictions and minimum retained ownership requirements.
Profit Sharing Plan
KKR provides certain profit sharing programs for KKR employees. In particular, KKR provides a 401(k) plan for eligible employees in the United States. For certain employees who are participants in the 401(k) plan, KKR may, in its discretion, contribute an amount after the end of the plan year.
General, Administrative and Other
General, administrative and other expense consists primarily of professional fees paid to legal advisors, accountants, advisors and consultants, insurance costs, travel and related expenses, communications and information services, depreciation and amortization charges, expenses (including impairment charges) incurred by oil and gas entities that are consolidated, broken-deal expenses, placement fees and other general operating expenses. A portion of these general administrative and other expenses, in particular broken-deal expenses, are borne by fund investors.
Notes to Financial Statements (Continued)
Investment Income
Investment income consists primarily of the net impact of:
(i) Realized and unrealized gains and losses on investments, securities sold short, derivatives and debt obligations of consolidated CFEs which are recorded in Net Gains (Losses) from Investment Activities. Upon disposition of an investment, previously recognized unrealized gains or losses are reversed and a realized gain or loss is recognized.
(ii) Foreign exchange gains and losses relating to mark‑to‑market activity on foreign exchange forward contracts, foreign currency options and foreign denominated debt which are recorded in Net Gains (Losses) from Investment Activities.
(iii) Dividends, which are recognized on the ex‑dividend date, or, in the absence of a formal declaration of a record date, on the date it is received.
(iv) Interest income, which is recognized as earned.
(v) Interest expense, which is recognized as incurred.
SIGNIFICANT ACCOUNTING POLICIES - INSURANCE
The significant accounting policies applicable to KKR’s insurance business, which is conducted by Global Atlantic, are described below.
Investments
In the normal course of business, Global Atlantic enters into transactions involving various types of investments.
Investments include the following: U.S. government and agency obligations; commercial mortgage-backed securities ("CMBS"), residential mortgage-backed securities ("RMBS"), CLOs, collateralized bond obligations ("CBOs") and all other structured securities (consisting primarily of asset-backed securities ("ABS") (collectively, "structured securities"); corporate bonds; state and political subdivision obligations; foreign government obligations; equity securities; mortgage and other loan receivables; policy loans; and other non-derivative investments. Investments are recorded on a trade-date basis.
Available-for-sale fixed maturity securities
Global Atlantic primarily accounts for its fixed maturity securities (including bonds, structured securities and redeemable preferred stock) as available-for-sale ("AFS"). AFS fixed maturity securities are carried at fair value. Impairment associated with AFS fixed maturity securities is recognized as an allowance for credit losses. The allowance for credit losses is established either by a charge to net investment losses in the consolidated statements of operations, for securities identified as credit impaired after purchase, or by a gross-up recognition of an initial allowance for purchased credit deteriorated ("PCD") securities.
PCD securities are those purchased by Global Atlantic that were assessed at acquisition as having experienced a more-than-insignificant deterioration in credit quality since their origination. Global Atlantic considers an AFS fixed maturity security to be PCD if there are indicators of a credit loss at the acquisition date or, in the case of structured securities, if there is a significant difference between contractual cash flows and expected cash flows at acquisition. PCD securities also include those AFS fixed maturity securities previously held by Global Atlantic that were similarly assessed at the time of the KKR acquisition. The initial amortized cost for a PCD security equals the purchase price plus the initial allowance for credit losses. The initial allowance for credit losses is determined using a discounted cash flow method based on the best estimate of the present value of cash flows expected to be collected. After purchase, the accounting for a PCD security is consistent with that applied to all other securities.
Unrealized gains and losses on AFS fixed maturity securities, net of tax and insurance intangible amortization, are reported in accumulated other comprehensive income in the consolidated statements of financial condition. Realized investment gains and losses are recognized on a first-in first-out basis and are reported in net investment losses in the consolidated statements of operations. The amortized cost of fixed maturity securities is comprisedadjusted for impairment charge-offs, amortization of (i)premiums and accretion of discounts. Such amortization and accretion is calculated using the effective yield method and included in net investment income in the consolidated statements of operations.
Notes to Financial Statements (Continued)
For structured securities, Global Atlantic recognizes interest income using a constant effective yield based on estimated cash flows generated from internal models utilizing interest rate, default and prepayment assumptions. Effective yields for structured securities that are not of high credit quality are recalculated and adjusted prospectively based on changes in expected undiscounted future cash flows, after consideration of any appropriate recognition or release of an allowance for credit losses. For structured securities that are of high credit quality, effective yields are recalculated based on payments received and updated prepayment expectations, and amortized cost is adjusted to the amount that would have existed had the new effective yield been applied since acquisition with a corresponding charge or credit to net investment income. Prepayment fees are recorded when earned in net investment income in the consolidated statements of operations.
Global Atlantic generally suspends accrual of interest for securities that are more than 90 days past due and reverses any related accrued interest to net investment income in the Consolidated statements of operations. When a security is in non-accrual status, coupon payments are recognized as interest income as cash is received, subject to consideration as to the overall collectibility of the security. A security is returned to accrual status when Global Atlantic determines that the collection of amounts due is probable. The allowance for credit losses excludes accrued interest from the amortized cost basis for which losses are estimated.
Trading fixed maturity securities
Global Atlantic accounts for certain fixed maturity securities as trading at acquisition, based on intent or via the election of the fair value option. Trading securities are carried at fair value, with realized and unrealized gains and losses reported in net investment gains (losses) in the consolidated statements of operations. Interest income from these securities is reported in net investment income. These trading securities, for which investment results accrue to the benefit of either contractholders or reinsurance counterparties, are primarily used to match asset and liability accounting.
Equity securities
Global Atlantic accounts for its investments in equity securities (including common stock and non-redeemable preferred stock) that do not require equity method accounting or result in consolidation, at fair value. Realized and unrealized investment gains and losses are reported in net investment gains (losses) in the consolidated statements of operations.
Mortgage and other loan receivables
Global Atlantic purchases and originates mortgage and other loan receivables, and these loans are carried at cost, less the allowance for credit losses and as adjusted for amortization/accretion of premiums/discounts. The allowance for credit losses is established either by a charge to net investment losses in the consolidated statements of operations or, for PCD mortgage and other loan receivables, by a gross-up recognition of the initial allowance in the consolidated statements of financial condition.
PCD mortgage and other loan receivables are those purchased by Global Atlantic that were assessed at acquisition as having experienced a more-than-insignificant deterioration in credit quality since their origination. PCD mortgage and other loan receivables also include those mortgage and other loan receivables previously held by Global Atlantic that were similarly assessed at the time of the KKR acquisition. The initial amortized cost for a PCD mortgage or other loan receivable equals the purchase price plus the initial allowance for credit losses. The initial allowance for credit losses is determined using a method consistent with that used for other similar loans. See further discussion of allowance methods below. After purchase, the accounting for a PCD mortgage or other loan receivable is consistent with that applied to all other mortgage and other loan receivables. As part of the acquisition of Global Atlantic, Global Atlantic identified $3.7 billion of PCD mortgage and other loan receivables with a related allowance of $120.3 million. The allowance on the Non-PCD mortgage and other loan receivables, instead, had to be recognized outside the purchase accounting analysis and had an impact on the consolidated statement of operations of $183.6 million.
Loan premiums or discounts are amortized or accreted using the effective yield method. Interest income is accrued on the principal balance of each loan based on its contractual interest rate. The accrual of interest is generally suspended when the collection of interest is no longer probable or the collection of any portion of principal is doubtful. Global Atlantic generally suspends accrual of interest for loans that are more than 90 days past due and reverses any related accrued interest to net investment income in the consolidated statements of operations. When a loan is in non-accrual status, coupon payments are generally recognized as interest income as cash is received, subject to consideration as to the overall collectibility of the loan. A loan is returned to accrual status when Global Atlantic determines that the collection of amounts due is probable. The allowance for credit losses excludes accrued interest from the amortized cost basis for which losses are estimated.
Notes to Financial Statements (Continued)
Policy loans
Policy loans are loans policyholders take out against their life insurance policies. Each policy loan is fully collateralized by the cash surrender value of the policyholder’s life insurance policy. Policy loans are carried at unpaid principal balances. Interest income on such loans is recognized as earned using the contractually agreed upon interest rate and reflected in net investment income in the consolidated statements of operations. Generally, interest is capitalized on the associated policy’s anniversary date.
Other investments
Other investments in the consolidated statements of financial condition include Global Atlantic’s investments in investment partnerships, for which Global Atlantic does not have voting control or power to direct activities. These investments are accounted for using the equity method of accounting unless Global Atlantic’s interest is so minor that it has virtually no influence over partnership operating or financial policies. The equity method of accounting requires that the investments be initially recorded at cost and the carrying amount of the investment subsequently be adjusted to recognize Global Atlantic’s share of the earnings and losses of the investee. Where there is a difference between the cost of the investment and Global Atlantic’s proportionate share of the equity method investee’s net assets, this basis difference is accreted to net investment income over the life of the underlying assets. In applying the equity method, Global Atlantic uses financial information provided by the investee, generally on a one to three month lag due to the timing of the receipt of related financial statements.
The income from Global Atlantic’s equity method investments is included in net investment income in the consolidated statements of operations. In limited circumstances, Global Atlantic elects to apply the fair value option to investment partnerships, which are carried at fair value with unrealized gains and losses reported in net investment gains (losses) in the consolidated statements of operations. The contributions to and distributions from investment partnerships are classified as investing activities within the consolidated statements of cash flows.
Global Atlantic consolidates investment partnerships and other entities when it is deemed to control or is considered the primary beneficiary of a VIE. The results of certain consolidated investment entities are reported on a one to three month lag and intervening events are evaluated for materiality and recognition by disclosure or otherwise, as appropriate.
Included in other investments are Global Atlantic’s investments in renewable energy entities, including partnerships and limited liability companies. Respective investments are consolidated when Global Atlantic has control, or are accounted for using the equity method of accounting when Global Atlantic has the ability to exercise significant influence but not control. These investments involve tiered capital structures that facilitate a waterfall of returns and allocations to ensure the efficient use of tax credits. A conventional income statement oriented approach to the equity method of accounting, or to the recognition of non-controlling interests (when Global Atlantic is consolidating the investment), based on ownership percentages does not accurately reflect the proper allocation of income and cash flows for these investments. Instead, Global Atlantic uses the hypothetical liquidation at book value method ("HLBV”) which is a balance sheet oriented approach to the equity method of accounting and to the recognition of non-controlling interests that allocates income and cash flows based on changes to each investor’s claim to net assets assuming a liquidation of the investee as of each reporting date, including an assessment of the likelihood of liquidation in determining the contractual provisions to utilize when applying the HLBV method.
Investments in real assets included in other investments in the consolidated statements of financial condition relate to Global Atlantic’s consolidated investments in renewable energy entities and investments in transportation assets. The income, as well as the depreciation and other expenses associated with these tangible assets is reported in net investment income in the consolidated statements of operations.
Income on consolidated investments in renewable energy entities is earned from the sale of the energy generated under long-term contracts. Income on investments in transportation assets is earned from the lease of these assets. Tangible assets associated with renewable energy entities primarily comprise solar energy systems, which are depreciated on a straight-line basis over their estimated useful lives of generally 35 years. Transportation assets are primarily aircraft and railcars, which are depreciated to their estimated salvage value on a straight-line basis over their remaining useful lives. These useful lives generally range up to 25 years for aircraft and 45 years for railcars, as determined from the date of manufacture.
Global Atlantic has investments in real estate, some of which are accounted for at cost less depreciation. The useful lives for these real estate investments generally range up to 30 years. Other investments in real estate held in consolidated investment companies that account for such real estate at fair value under investment company accounting. Net Income (Loss),rental income on the investments in real estate is recognized in net investment income and changes in the fair value of real estate held in consolidated investment companies are recognized in net investment gains (losses) in the consolidated statements of operations.
Notes to Financial Statements (Continued)
Investments in Federal Home Loan Bank ("FHLB") common stock are also included in other investments in the consolidated statements of financial condition and are accounted at cost.
Derivative instruments
Derivatives are instruments that derive their values from underlying asset prices, indices, foreign exchange rates, reference rates and other inputs or a combination of these factors. Derivatives may be privately negotiated contracts, which are usually referred to as over-the-counter ("OTC") derivatives, or they may be listed and traded on an exchange ("exchange-traded"). Global Atlantic’s derivative instruments are primarily used to hedge certain risks, including interest rate risk and equity market risk, and to a lesser extent foreign exchange and inflation risks. Where certain criteria are met, some of these hedging arrangements may achieve hedge accounting.
Derivative instruments are generally recognized at estimated fair value in either funds withheld receivable at interest, other assets, funds withheld payable at interest or accrued expenses and other liabilities in the consolidated statements of financial condition, with changes in fair value recorded in net investment gains (losses) in the consolidated statements of operations. Where certain qualifying criteria are met, some derivative instruments are designated as accounting hedges and are recognized at estimated fair value in derivative assets or accrued expenses and other liabilities in the consolidated statements of financial condition. For derivative instruments designated as fair value hedges, changes in fair value are recognized in the consolidated statements of operations, in the same line where the hedged item is reported. For derivative instruments designated as cash flow hedges, changes in fair value are initially recognized in accumulated other comprehensive income (loss) in the consolidated statements of financial condition and subsequently reclassified to the consolidated statements of operations, in the same line item where the hedged item is reported.
Derivative receivables and payables with a counterparty that are subject to an International Swaps and Derivatives Association Master Agreement ("ISDA") or other similar agreement that provides a legal right of setoff, are presented at their net amounts. Where the legal right of setoff exists, Global Atlantic also offsets the fair value of cash collateral received or posted under an ISDA, or other similar agreement with a counterparty, against the related derivative balances as appropriate.
Investment credit losses and impairment
Available-for-sale fixed maturity securities
One of the significant estimates related to AFS securities is the evaluation of those investments for credit losses. The evaluation of investments for credit losses is a quantitative and qualitative quarterly process that is subject to risks and uncertainties and involves significant estimates and judgments by management. Changes in the estimates and judgments used in such analysis can have a significant impact on the consolidated statements of operations.
Global Atlantic regularly reviews its AFS securities for declines in fair value below amortized cost that it determines to be due to credit losses. For fixed maturity securities, Global Atlantic first considers the intent to sell a security, or whether it is more-likely-than-not that it will be required to sell the security, before the recovery of its amortized cost. If Global Atlantic intends to sell an AFS fixed maturity security with an unrealized loss or it is more-likely-than-not that it will be required to sell an AFS fixed maturity security with an unrealized loss before recovery of its amortized cost basis, the amortized cost is written down to fair value and a corresponding charge is recognized to net investment losses.
For AFS fixed maturity securities in an unrealized loss position that Global Atlantic does not intend to sell, and will not be required to sell, Global Atlantic bifurcates the impairment into two components: credit impairment and non-credit impairment. Credit impairments are measured as the difference between the security’s cost or amortized cost and its estimated recoverable value, which is the present value of its expected future cash flows discounted at the current effective interest rate. The estimated recoverable value is subject to a floor equal to the fair value of the security. The remaining difference between the security’s fair value and the recoverable value, if any, is the non-credit impairment. Credit impairments are recognized in the allowance for credit losses on AFS fixed maturity securities, which is established via a charge to net investment losses in the consolidated statements of operations, and (ii) net foreign currency translation.non-credit impairments are charged to accumulated other comprehensive income in the consolidated statements of financial condition.
The review of each AFS fixed maturity in an unrealized loss position for credit losses includes an analysis of gross unrealized losses by severity. A severe unrealized loss position on a fixed maturity security may not impact the recoverability of all contractual cash flows or the ability to recover an amount at least equal to the investment’s amortized cost. The facts and circumstances available relevant to the severity of the loss position are analyzed, including changes in market interest rates, credit issues, changes in business climate, management changes, litigation, government actions, and other similar factors that may
Notes to Financial Statements (Continued)
Foreign Currency
Consolidated entitiesIn determining the estimated recoverable value, the review of expected future cash flows for structured securities includes assumptions about key systemic risks (e.g., unemployment rates, housing prices) and loan-specific information (e.g., delinquency rates, loan-to-value ratios). Estimating future cash flows is a quantitative and qualitative process that incorporates information received from third parties, along with assumptions and judgments about the future performance of the underlying collateral. For corporate and government bonds the recoverable value is determined using cash flow estimates that consider facts and circumstances relevant to the security and the issuer, including overall financial strength and secondary sources of repayment as well as pending restructuring or disposition of assets. Where information for such cash flow estimates is limited or deemed not reliable, fair value is considered the best estimate of the recoverable value.
In periods subsequent to the initial recognition of an allowance for credit losses on a fixed maturity security, whether for a PCD security or a security impaired since purchase, Global Atlantic continues to monitor credit loss expectations. Deterioration in the estimated recoverable value of a credit impaired security is recognized as an addition to the allowance for credit losses, as limited by the amount by which havethe security’s fair value is less than amortized cost. Improvements in the estimated recoverable value of a functional currencycredit impaired security or improvements in the fair value of a credit impaired security that differs from KKR's reporting currencylimit the amount of the allowance result in reductions in the allowance for credit losses, which are recognized as a credit to net investment gains in the consolidated statements of income.
Amounts are charged off against the allowance for credit losses when deemed uncollectible or when Global Atlantic determines that it intends to sell, or more likely than not will be required to sell, the security. Charge-offs are reflected as a decrease in the allowance and a direct write down in the amortized cost of the security. If Global Atlantic recovers all or a portion of an amount previously written off on a credit impaired security, the recovery is recognized as a realized investment gain.
Mortgage and other loan receivables
Global Atlantic updates its estimate of the expected credit losses on its investments in mortgage and other loan receivables each quarter. For loans that share similar risk characteristics, expected credit losses are measured on a pool basis.
For commercial mortgage loans, the current expected credit losses are estimated using a model that evaluates the probability that each loan will default and estimates the amount of loss given the occurrence of such a default over the life of each loan in the portfolio. The model incorporates historical and current data on the relevant property market and projects potential future paths for each loan’s collateral, considering both the net income to be generated by the collateral real estate and its market value. The model considers how macroeconomic forecasts (such as gross domestic product, unemployment, and interest rates) influence commercial real estate market factors (including vacancy rates, rental and income growth rates, property value changes), and in turn how commercial real estate market conditions, in combination with loan specific information (including debt service coverage and loan to value), drive commercial mortgage loan credit risk.
For residential mortgage loans and consumer loans, the current expected credit losses are primarily KKR'sestimated using a discounted cash flow model. The model considers loan-specific information as well as current, historical and forecasted data relevant to the respective loans, including home prices, interest rates and unemployment. Expected cash flows are projected for each loan and are discounted using the effective interest rate of the respective loan. Any shortfalls between the discounted cash flows and the amortized cost of each individual loan are aggregated to determine the total allowances on the residential mortgage loan and consumer loan portfolios. For certain residential mortgage loans secured by single-family rental properties, current expected credit losses are determined using a model consistent with that described above for commercial mortgage loans.
With regard to the use of forecasts in the determination of Global Atlantic’s current expected credit losses, the reversion of forecasts to historical data is based on reversion dynamics that depend on the specific variable and its interaction with the other parameters of the respective model; however, the forecasts generally tend to revert to a long-term equilibrium trend within two to three years from the forecast start date.
For the investment managementin other loan receivables, a variety of methodologies are used to estimate the respective current expected credit losses. These methodologies consider the terms specific to each loan, including the value of any collateral, and capital markets companies located outsideevaluate the United Statesrisk of loss over the life of these loans.
Global Atlantic also assesses and measures an allowance for credit losses arising from off-balance sheet commitments, including loan commitments, that are not unconditionally cancellable by Global Atlantic. This allowance for credit losses for off-
Notes to Financial Statements (Continued)
balance sheet commitments is determined using methods consistent with those used for the associated mortgage and other loan receivable class, as described above, and is recognized in other liabilities in the consolidated statements of financial condition, since there is no funded asset for the committed amount.
When all or a portion of a loan is deemed uncollectible, the uncollectible portion of the carrying amount of the loan is charged off against the allowance. If Global Atlantic recovers all or a portion of an amount previously written off on a credit impaired loan, the recovery is recognized as a realized investment gain.
Other investments
The determination of the amount of impairment on other classes of investments also requires significant judgment and is based upon a periodic evaluation and assessment of known and inherent risks associated with the respective asset class. Such assessments are revised as conditions change and new information becomes available.
Impairment of consolidated renewable energy assets and transportation assets is assessed whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When indicators of impairment are present, a recoverability test is performed to determine if the sum of the estimated undiscounted future cash flows attributable to the assets is greater than the carrying amount. If the undiscounted estimated future cash flows are less than the carrying amount, an impairment loss is recognized based on the amount by which the carrying amount exceeds its estimated fair value.
Impairment of investments subject to the equity method of accounting is assessed whenever events or circumstances suggest that the carrying amount may not be recoverable. An impairment charge is recognized in earnings for a decline in value that is determined to be other than temporary and is measured as the difference between the carrying amount and the fair value of the equity method investment as of the balance sheet date.
Deferral and amortization of certain revenues and expenses
Deferrals
Deferred policy acquisition costs ("DAC") consist of commissions and other costs that are directly related to the successful acquisition of new or renewal life insurance or annuity contracts. Deferred sales inducements ("DSI") are generated by annuities that offer enhanced crediting rates or bonus payments to policyholders and is included in other assets in the consolidated statements of financial condition. DAC is recorded in insurance intangibles in the consolidated statements of financial condition.
Value of business acquired ("VOBA") represents the difference between the carrying value of the purchased in-force insurance contract liabilities at the time of the business combination and the estimated fair value of insurance and reinsurance contracts.VOBA can be either positive or negative.Positive VOBA is recorded in insurance intangibles. Negative VOBA is recorded in the same financial statement line in the consolidated statement of financial condition as the associated reserves.
Revenues from certain universal life insurance products are deferred to future periods and an unearned revenue reserve ("URR") liability is established. The amount deferred is equal to the excess of the revenue collected over an estimate of the ultimate future level of these revenues and included in policy liabilities in the consolidated statements of financial condition.
Deferred revenue liability ("DRL") represents the gross premium less the net premium on limited pay contracts (i.e., payout annuities.) DRL is included in policy liabilities in the consolidated statements of financial condition.
For certain preneed contracts, the gross premium is in excess of the benefit reserve plus additional insurance liability. An unearned front-end load ("UFEL") is established to defer the recognition of this front-end load. UFEL is included in policy liabilities in the consolidated statements of financial condition.
Amortization
For interest-sensitive products (fixed-indexed annuities and variable annuities, most universal life including preneed contracts, and variable universal life), DAC and DSI assets are generally amortized in proportion to actual historical gross profits and estimated future gross profits over the estimated lives of the contracts. The amount of gross profit consists principally of investment returns (including hedge gains and losses) in excess of the amounts credited to policyholders, asset-based and other policy fees, and surrender charges reduced by death and other excess benefits and expenses. Numerous factors including
Notes to Financial Statements (Continued)
mortality, benefit utilization, surrender activity, premium persistency, and the economic environment influence the level and timing of gross profits.
Estimated gross profits are updated each reporting period with actual gross profits as part of the amortization process for the interest-sensitive policies. When actual gross profits are higher in the period than had been previously estimated, more amortization is recognized than planned. When actual gross profits are lower than had been previously estimated, less amortization is recognized than planned. These relationships hold provided that future estimates of gross profits remain unchanged, which may not always be true.
VOBA is generally amortized on a constant level basis using policy count over the estimated lives of the contracts.
When a different basis of amortization is determined to be more representative of the economics, such as when negative estimated gross profits or margins occur, an alternative basis of amortization may be selected for DAC and VOBA.
For most term and whole life products, DAC is amortized in proportion to premium revenue recognized.
DRL is amortized on a straight-line basis for whole life and term life insurance policies. For annuities, universal life and indexed universal life policies, DRL is amortized in proportion to the pattern of policyholder death benefits in-force. For payout annuities, DRL is recognized in income in a constant relationship with the amount of expected future payments.
URR is amortized consistent with the amortization of DAC on similar products. UFEL is amortized consistent with the method used in the amortization of DAC for preneed contracts.
The key assumptions used in the calculation of the amortization of DAC, VOBA and DSI are periodically updated as part of the assumptions review process, which results in revisions to the estimated future gross profits. The effects of changes in assumptions are recorded as unlocking in the period in which the changes are made. The following are types of changes to future assumptions that would generally result in a negative unlocking (i.e., an acceleration of amortization resulting in a reduction to net income): lower equity returns, lower investment returns, higher operating expenses, higher mortality, and unfavorable lapses.
The carrying amounts of DAC, DSI, URR and UFEL are adjusted for the effects of realized and unrealized gains and losses on debt and equity securities classified as AFS and certain CFEs. Foreign currency denominatedderivatives.
Internal replacements
An internal replacement is a modification in product benefits, features, rights, or coverages that occurs by the legal extinguishment of one contract and the issuance of another contract (a contract exchange), or by amendment, endorsement, or rider to a contract, or by the election of a benefit, feature, right, or coverage within a contract. If the modification does not substantially change the contract, Global Atlantic does not change the accounting and amortization of existing DAC and related actuarial balances (i.e., continuation of contract accounting). If an internal replacement represents a substantial change, the original contract is considered to be extinguished and any related DAC or other policy balances are charged or credited to income, and any new deferrable costs associated with the replacement contract are deferred.
Separate accounts
Separate account assets and liabilities represent segregated funds administered and invested by Global Atlantic for the benefit of variable annuities and variable universal life insurance contractholders and certain pension funds. Global Atlantic reports separately, as assets and liabilities, investments held in the separate accounts and liabilities of separate accounts if: (1) such separate accounts are translated usinglegally recognized; (2) assets supporting the exchange rates prevailingcontract liabilities are legally insulated from Global Atlantic’s general account liabilities; (3) investments are directed by the contract owner or participant; and (4) all investment performance, net of contract fees and assessments, is passed through to the contract owner.
Separate account assets consist principally of mutual funds at fair value. The investment income and gains and losses of these accounts generally accrue to the endcontractholders and therefore, are not included in Global Atlantic’s net income. However, Global Atlantic’s net income reflects fees assessed and earned on fund values of each reporting period. Results of foreign operationsthese contracts which are translated at the weighted average exchange rate for each reporting period. Translation adjustments are includedpresented as a component of accumulatedpolicy fees in the consolidated statements of operations. Realized investment gains and losses related to separate accounts that meet the conditions for separate account reporting accrue to and are borne by the contractholder.
Notes to Financial Statements (Continued)
Policy liabilities
Policy liabilities, or collectively, “reserves,” are the portion of past premiums or assessments received that are set aside to meet future policy and contract obligations as they become due. Interest accrues on these reserves and on future premiums, which may also be available to pay for future obligations. Global Atlantic establishes reserves to pay future policyholder benefits, claims, and certain expenses for its life policies and annuity contracts.
Reserves are estimates based on models that include many actuarial assumptions and projections. These assumptions and projections, which are inherently uncertain, involve significant judgment, including assumptions as to the levels and/or timing of premiums, benefits, claims, expenses, interest credits, investment results (including equity market returns), mortality, longevity, and persistency.
The assumptions on which reserves are based are intended to represent an estimation of experience for the period that policyholder benefits are payable. The adequacy of these reserves and the assumptions underlying those reserves are reviewed at least annually. Global Atlantic cannot, however, determine with precision the amount or the timing of actual policyholder benefit payments. If actual experience is better than or equal to the assumptions, then reserves would be adequate to provide for future policyholder benefits and expenses. If experience is worse than the assumptions, additional reserves may be required to meet future policy and contract obligations. This would result in a charge to Global Atlantic’s net income during the period in which excess policyholder benefits are paid or an increase in reserves occurs.
For a majority of Global Atlantic’s in-force policies, including its universal life policies and most annuity contracts, the base policy reserve is equal to the account value. For these products, the account value represents Global Atlantic’s obligation to repay to the policyholder the amounts held on deposit. However, there are several significant blocks of business where additional policyholder reserves are explicitly calculated, including variable annuities, fixed-indexed annuities, universal life with secondary guarantees, indexed universal life and preneed policies.
Fixed-rate and fixed-indexed annuities
Contractholder deposits fund reserves for fixed-indexed annuities earning a fixed rate of interest and certain other comprehensive income (loss) until realized. Foreign currency incomefixed-rate annuity products are computed under a retrospective deposit method and represent policyholder account balances before applicable surrender charges. For certain fixed-rate annuity products, an additional reserve was established for above market interest rate guarantees upon acquisition. These reserves are amortized on a straight-line basis over the remaining guaranteed interest rate period.
Certain of Global Atlantic’s fixed-indexed annuity products enable the policyholder to allocate contract value between a fixed crediting rate and strategies which reflect the change in the value of an index, such as the S&P 500 Index or expenses resulting from transactions outsideother indices. These products are accounted for as investment-type contracts. The liability for these products consists of a combination of the functional currencyunderlying account value and an embedded derivative value. The liability for the underlying account value is primarily based on policy guarantees and its initial value is the difference between the premium payment and the fair value of the embedded derivative. Thereafter, the account value liability is determined in a consolidated entitymanner consistent with the accounting for a deposit liability under the “constant yield method.” All future host balances are determined as: (1) the initial host balance; (2) plus interest; (3) less applicable policyholder benefits. The interest rate used in the prior roll forward is re-determined on each valuation date, per the constant yield method. The embedded derivative component’s fair value is based on an estimate of the policyholders’ expected participation in future increases in the relevant index. The fair value of this embedded derivative component includes assumptions, including those about future interest rates and investment yields, future costs for options used to hedge the contract obligations, projected withdrawal and surrender activity, benefit utilization and the level and limits on contract participation in any future increases in the respective index option. The account value liability and embedded derivative are recorded as incurred in general, administrativepolicy liabilities in the consolidated statements of financial condition, with changes in value of the liabilities recorded in policy benefits and other expenseclaims in the consolidated statements of operations.
Leases
At contract inception, KKR determines if an arrangement contains a leaseGlobal Atlantic issues funding agreements to certain unaffiliated (and non-unconsolidated) special purpose entities that have issued debt securities for which payment of interest and principal is secured by evaluating whether (i) the identified asset has been deployed in the contract explicitly or implicitlysuch funding agreements. Global Atlantic’s funding agreements are considered investment type contracts and (ii) KKR obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. Additionally, at contract inception KKR will evaluate whether the lease is an operating or finance lease. Right-of-use (“ROU”) assets represent KKR’s right to use an underlying asset for the lease term and lease liabilities represent KKR’s obligation to make lease payments arising from the lease.
ROU assets and the associated lease liabilities are recognized at the commencement date based oncalculated as the present value of the future minimum lease payments over the lease term. The discount rate implicitpayments. Global Atlantic's obligation is reported in policy liabilities in the lease is generally not readily determinable. Consequently, KKR uses its incremental borrowing rate based on the information available including, but not limited to, collateral assumptions, the term of the lease, and the economic environment in which the lease is denominated at the commencement date in determining the present value of the future lease payments. The ROU assets are recognized as the initial measurement of the lease liabilities plus any initial direct costs and any prepaid lease payments less lease incentives received, if any. The lease terms may include options to extend or terminate the lease which are accounted for when it is reasonably certain that KKR will exercise that option. Certain leases that include lease and non-lease components are accounted for as one single lease component. In addition to contractual rent payments, occupancy lease agreements generally include additional payments for certain costs incurred by the landlord, such as building expenses and utilities. To the extent these are fixed or determinable, they are included as part of the lease payments used to measure the Operating Lease Liability.
Operating lease expense is recognized on a straight-line basis over the lease term and is recorded within Occupancy and Related Charges in the accompanying consolidated statements of operations. The ROU assets are included in Other Assets and the lease liabilities are included in Accounts Payable, Accrued Expenses and Other Liabilities in the accompanying consolidated statements of financial condition. See Note 8 "Other AssetsInterest expense is calculated using the effective interest method and Accounts Payable, Accrued Expensesrecorded in policy benefits and Other Liabilities."claims in the consolidated statements of income.
Notes to Financial Statements (Continued)
Contractholder deposit funds reserves for certain assumed blocks of fixed-indexed and fixed-rate annuity products are accounted for as investment-type contracts. A net liability (consisting of the benefit reserve plus deferred revenue liability less DAC) is established at inception and amortized under the constant yield method.
Guaranteed benefits
Certain fixed-rate and fixed-indexed annuity contracts provide the contractholder with guaranteed minimum death benefits ("GMDB") and/or guaranteed minimum withdrawal benefits ("GMWB"). The associated reserves for these benefits are calculated by estimating the present value of total expected (excess) benefit payments over the life of the contract divided by the present value of total expected assessments over the life of the contract, or the “benefit ratio,” and multiplying this ratio by the cumulative assessments recorded from the contract inception through the balance sheet date less cumulative benefit payments plus interest on the reserves. The liabilities are included in policy liabilities in the consolidated statements of financial condition. The change in the reserve is included in policy benefits and claims in the consolidated statements of operations.
Long-term care benefit riders
Certain fixed-rate contracts provide the policyholder with long-term care benefit riders. The long-term care benefit rider permits access to the policy’s account value, along with a supplemental rider benefit value, free of a surrender charge, to reimburse the policyholder for certain qualified long-term care expenses. Depending on the outcome of simplified underwriting, the rider benefit is capped at the return of account value plus 1 or 2 times the account value. The benefit rider paid to the policyholder is subject to a monthly maximum such that the benefit is typically paid out over a period of six years or longer. The liabilities for these benefits are calculated by using the benefit ratio multiplied by the cumulative assessments recorded from the contract inception through the balance sheet date less cumulative benefit payments plus interest on the reserves. The change in the reserve is included in policy benefits and claims in the consolidated statements of operations.
Variable annuities
Variable annuity contracts offered and assumed by Global Atlantic provide the contractholder with GMDB and/or GMWB. The liabilities for these benefits are included in policy liabilities in the consolidated statements of financial condition. The change in the liabilities for these benefits is included in policy benefits and claims in the consolidated statements of operations.
Global Atlantic issued variable annuity contracts with GMDB features. Global Atlantic elected the fair value option to measure the liability for certain of these variable annuity contracts. Fair value is calculated as the present value of the estimated death benefits less the present value of the GMDB fees, using 1,000 risk neutral scenarios. Global Atlantic discounts the cash flows using the U.S. Treasury rates plus an adjustment for own company credit risk.
Global Atlantic also issues variable annuity contracts with a GMWB. The GMWB feature represents an embedded derivative. The embedded derivative is required to be bifurcated and measured at fair value. This liability is calculated as the present value of the excess GMWB claims less the present value of GMWB fees, using 1,000 risk neutral scenarios. Global Atlantic discounts the cash flows using U.S. Treasury rates plus an adjustment for own company credit risk.
Payout annuities
Payout annuities include single premium immediate annuities, annuitizations of deferred annuities and structured settlements. These contracts subject the insurer to risks over a period that extends beyond the period or periods in which premiums are collected. These contracts may be either non-life contingent or life contingent. Non-life contingent annuities are accounted for as financial instruments. For life contingent annuities, Global Atlantic records a liability at the present value of future annuity payments and estimated future expenses calculated using expected mortality and costs, and interest assumptions. Any gross premiums received in excess of the net premium is the DRL and is recognized in income in a constant relationship with the amount of expected future payments. The liabilities are recorded in policy liabilities in the consolidated statements of financial condition.
Also included under payout annuities are liabilities for disability income benefits which pertain primarily to disability income policies that are already in claim payout status. Liabilities for disability income benefits are calculated as the present value of future disability payments and estimated future expenses using expected mortality and costs, and interest assumptions. The liabilities are recorded in policy liabilities in the consolidated statements of financial condition.
Notes to Financial Statements (Continued)
Universal life policies
For universal life policies, the base benefit reserves are deemed to be equal to the policyholder account value.
Policy liabilities for indexed universal life with returns linked to the performance of a specified market index are equal to the sum of two components: (1) the fair value of the embedded derivative; and (2) the host (or guaranteed) component. The fair value of the embedded derivative component is based on the fair value of the policyholders’ expected participation in future increases in the relevant index over the life of the contract. The fair value of this embedded derivative component includes assumptions, including those about future interest rates and investment yields, future costs for options used to hedge the contract obligations, projected benefits, benefit utilization and the level and limits on contract participation in any future increases in the respective index option.
The initial host balance is established at the time of premium payment and is equal to the total account value less the embedded derivative component. Thereafter, the balance of the host component is determined in a manner consistent with the accounting for a deposit liability under the “constant yield method.” All future host balances are determined as: (1) the initial host balance; (2) plus interest; (3) less applicable policyholder benefits. The interest rate used in the prior roll forward is re-determined on each valuation date, per the constant yield method.
Global Atlantic holds additional liabilities for universal life products with secondary guarantees, sometimes referred to as no-lapse guarantees. For these products, the fair value of the embedded derivative is the present value of the best estimate option budget projection minus the guaranteed surrender benefits over the life of the contract. The additional liabilities are measured using the benefit ratio approach where excess benefits are spread over the life of the contract based on assessments collected from the policyholder. Generally, total expected excess benefit payments are the aggregate of death claims after the policyholder account value is exhausted. The exception is when the cost of insurance charges are insufficient to produce consistently positive earnings in the future. In this case, all death benefits are deemed to be excess benefits.
Variable universal life policies
Certain assumed variable universal life policies include several forms of secondary guarantees. Global Atlantic holds additional liabilities for its secondary guarantees as discussed above.
Preneed policies
Global Atlantic’s preneed life insurance contracts are accounted for as universal life-type contracts which require that the retrospective deposit method be used. That accounting method establishes a liability for policyholder benefits in an amount determined by the account or contract balance that accrues to the benefit of the policyholder. This account value is deemed to be equal to the contract’s statutory cash surrender value. The majority of Global Atlantic’s preneed insurance contracts feature death benefits with a discretionary death benefit growth rate. Global Atlantic has the discretion to adjust these rates up or down. Global Atlantic has established an additional reserve for expected future discretionary benefits which is reflected as policy liabilities in the consolidated statements of financial condition. Global Atlantic has also issued preneed insurance contracts with crediting rates tied to inflation as measured by the U.S. Consumer Price Index.
Whole and term life
Global Atlantic has established liabilities for amounts payable under insurance policies, including whole life insurance and term life insurance policies. Generally, liabilities for these policies are calculated as the present value of future expected benefits to be paid reduced by the present value of future expected net premiums. Principal assumptions used in the establishment of liabilities for future policyholder benefits are mortality, policy lapse, renewal, investment returns, inflation, expenses and other contingent events as appropriate for the respective product. These assumptions, which include provisions for adverse deviations, are established at the time the policy is issued and are intended to estimate the experience for the period the policyholder benefits are payable. By utilizing these assumptions, liabilities are established on a block-of-business basis. For whole life and term long-duration insurance contracts, assumptions such as mortality, morbidity and interest rates are locked-in upon the issuance of new business. However, significant adverse changes in experience on such contracts may require Global Atlantic to establish premium deficiency reserves. Premium deficiency reserves are established, if necessary, when the liability for future policyholder benefits plus the present value of expected future gross premiums are determined to be insufficient to provide for expected future policyholder benefits and expenses. Such reserves are determined based on assumptions at the time the premium deficiency reserve is established and do not include a provision for adverse deviation.
Notes to Financial Statements (Continued)
Policy liabilities for participating whole life insurance policies are equal to the aggregate of: (1) net level premium reserves for death and endowment policyholder benefits (calculated based upon the non-forfeiture interest rate, and mortality rated guarantee in calculating the cash surrender values described in such contracts); and (2) the liability for terminal dividends.
Policy liabilities for non-participating whole life and term life insurance policies are equal to the aggregate of the present value of expected future policyholder benefit payments and related expenses less the present value of expected future net premiums. Assumptions as to the mortality and persistency are based upon Global Atlantic’s experience when the basis of the liability is established, and are periodically updated. Interest rate assumptions for the aggregate policy liabilities are calculated based on the portfolio rate, net of investment expenses.
Outstanding claims
Outstanding claims include amounts payable relating to in course of settlement and incurred but not reported claim liabilities. In course of settlement claim liabilities are established for policies when Global Atlantic is notified of the death of the policyholder but the claim has not been paid as of the reporting date. Incurred but not reported claim liabilities are determined using studies of past experience and are estimated using actuarial assumptions of historical claims expense, adjusted for current trends and conditions. These estimates are continually reviewed and the ultimate liability may vary significantly from the amounts initially recognized, which are reflected in net income in the period in which they are determined. Changes in policyholder and contract claims are recorded in policy benefits and claims in the consolidated statements of operations.
Closed blocks
Through its insurance companies, Global Atlantic has acquired several closed blocks of participating life insurance policies. Global Atlantic has elected to account for the closed block policy liabilities using the fair value option.
The assets and cash flow generated by the closed blocks inure solely to the benefit of the holders of policies included in the closed blocks. All closed block assets will ultimately be paid out as policyholder benefits and through policyholder dividends. In the event that the closed blocks’ assets are insufficient to meet the benefits of the closed blocks’ benefits, general assets of Global Atlantic would be used to meet the contractual benefits to the closed blocks’ policyholders.
The closed block liabilities are measured at fair value, which comprises the fair value of the closed block assets plus the present value of projected expenses including commissions and the cost of capital charges associated with the closed blocks. In calculating the present value, Global Atlantic used a discount rate based on current U.S. Treasury rates, with a risk margin to reflect uncertainties in the closed block liability and a provision for Global Atlantic’s nonperformance risk.
Reinsurance
Consistent with the overall business strategy, Global Atlantic assumes certain policy risks written by other insurance companies on a coinsurance, modified coinsurance or funds withheld coinsurance basis. Reinsurance accounting is applied for ceded and assumed transactions when risk transfer provisions have been met. To meet risk transfer requirements, a long-duration reinsurance contract must transfer mortality or morbidity risks, and subject the reinsurer to a reasonable possibility of a significant loss. Those contracts that do not meet risk transfer requirements are accounted for using deposit accounting. Global Atlantic seeks to diversify risk and limits its overall financial exposure through reinsurance.
With respect to ceded reinsurance, Global Atlantic values reinsurance recoverables on reported claims at the time the underlying claim is recognized in accordance with contract terms. For future policyholder benefits, Global Atlantic estimates the amount of reinsurance recoverables based on the terms of the reinsurance contracts and historical reinsurance recovery information. The reinsurance recoverables are based on what Global Atlantic believes are reasonable estimates and the balance is reported as an asset in the consolidated statements of financial condition. However, the ultimate amount of the reinsurance recoverable is not known until all claims are settled.
The cost of reinsurance, which is the difference between the amount paid for a reinsurance contract and the amount of the liabilities for policy benefits relating to the underlying reinsured contracts, is deferred and amortized over the reinsurance contract period for short-duration contracts, or over the terms of the reinsured policies on a basis consistent with the reporting of those policies for long-duration contracts. Cost of reinsurance assets and liabilities are reported in insurance intangibles and policy liabilities in the consolidated statements of financial condition, respectively and includes certain variable incentive compensation directly related to reinsurance contract acquisition. Reinsurance contracts do not relieve Global Atlantic from its obligations to policyholders, and failure of reinsurers to honor their obligations could result in losses to Global Atlantic; consequently, allowances are established for expected credit losses, via a charge to policy benefits and claims in the consolidated statements of
Notes to Financial Statements (Continued)
operations. Global Atlantic’s funds withheld receivable at interest and reinsurance recoverable assets are reviewed for expected credit losses by considering credit ratings for each reinsurer, historical insurance industry specific default rate factors, rights of offset, expected recovery rates upon default and the impact of other terms specific to the reinsurance arrangement.
Recognition of insurance revenue and related benefits
Premiums related to whole life and term life insurance contracts and payout contracts with life contingencies are recognized in premiums in the consolidated statements of operations when due from the contractholders.
Amounts received as payment for universal life and investment-type contracts are reported as deposits to contractholder account balances and recorded in policy liabilities in the consolidated statements of financial condition. Amounts received as payment for Global Atlantic’s fixed fund variable annuities are reported as a component of policy liabilities in the consolidated statements of financial condition. Revenues from these contracts consist primarily of fees assessed against the contractholder account balance for mortality, policy administration, separate account administration and surrender charges, and are reported in policy fees in the consolidated statements of operations. Additionally, Global Atlantic earns investment income from the investment of contract deposits in Global Atlantic’s insurance companies' general account portfolio, which is reported in net investment income in the consolidated statements of operations.
Fees assessed that represent compensation to Global Atlantic for benefits to be provided in future periods and certain other fees are established as an unearned revenue reserve liability and amortized into revenue over the expected life of the related contracts in proportion to estimated gross profits in a manner consistent with DAC for these contracts. Unearned revenue reserves are reported in policy liabilities in the consolidated statements of financial condition and amortized into policy fees in the consolidated statements of operations. Benefits and expenses for these products include claims in excess of related account balances, expenses for contract administration and interest credited to contractholder account balances in the consolidated statements of operations.
Other income
Other income is primarily comprised of administration, management fees and distribution fees.
Insurance expenses
Insurance expenses are primarily comprised of commissions expense, premium taxes, amortization of acquired distribution and trade name intangibles, and other expenses related to insurance products and reinsurance transactions.
General, administrative and other expenses
General, administrative and other expenses are primarily comprised of employee compensation and benefit expenses, administrative and professional services and other operating expenses.
Equity-based, incentive and other deferred compensation
Global Atlantic has established a long-term incentive plan to foster and promote its long-term financial success. Compensation expense for Global Atlantic’s incentive awards is recognized only when vesting is deemed to be probable.
Global Atlantic measures compensation cost for service-based, equity-classified share-based payment awards at fair value as of the grant date and recognizes it in general, administrative and other expenses in the consolidated statements of operations as compensation expense over the requisite service period for awards expected to vest. Global Atlantic recognizes the expense using the straight-line attribution method, with adjustments for estimated forfeitures. For awards with performance-based vesting, expense recognition is deferred until the performance factor occurs or becomes probable.
Global Atlantic measures compensation cost for liability-classified share-based payment awards or other deferred compensation plans using the fair value method, beginning on the grant date, and re-measures the fair value of the awards at each reporting period until the awards are settled. Accrued compensation expense is recognized, net of an estimated forfeiture rate, in general, administrative and other expenses in the consolidated statements of operations and within accrued expenses and other liabilities in the consolidated statements of financial condition, respectively.
Notes to Financial Statements (Continued)
Recently Issued Accounting Pronouncements
The following recently issued accounting pronouncements apply to both Asset Management and Insurance.
Adopted in 20202021
Measurement of Credit Losses on Financial Instruments
In June 2016, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which has subsequently been amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, and ASU No. 2019-11. The amended guidance requires a company to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Prior to ASU 2016-13, GAAP required an "incurred loss" methodology that delayed recognition until it was probable a loss had been incurred. Under ASU 2016-13, the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected and the income statement will reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period.
This guidance has been adopted as of January 1, 2020. Financial instruments measured at fair value are not within the scope of this guidance. Consequently, the adoption of ASU 2016-13 did not result in a cumulative-effect adjustment in retained earnings and did not have a material impact to KKR.
Goodwill
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance simplifies the accounting for goodwill impairments by eliminating the second step from the goodwill impairment test. The ASU requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit's carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. The ASU also (i) clarifies the requirements for excluding and allocating foreign currency translation adjustments to reporting units related to an entity's testing of reporting units for goodwill impairment and (ii) clarifies that an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance has been adopted as of January 1, 2020 and this guidance will impact KKR's accounting for any future goodwill impairments.
Implementation Costs Incurred in a Cloud Computing Arrangement
In August 2018, the FASB issued ASU No. 2018-15, which addresses a customer’s accounting for implementation costs incurred in a cloud computing arrangement ("CCA") that is a service contract. The ASU aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. This guidance has been adopted as of January 1, 2020, on a prospective basis, and the impact to KKR was not material.
Effective on January 1, 2021 and Thereafter
Simplifying the Accounting for Income Taxes
On December 18, 2019, the FASBFinancial Accounting Standards Board (the "FASB") issued ASU No. 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU, among other changes, (i) provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and (ii) provides guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction. The guidance is effective for fiscal periods beginning after December 15, 2020. KKR is currently evaluating theThe adoption did not have a material impact of this guidance on the financial statements.
Facilitation of the Effects of Reference Rate Reform on Financial Reporting
On March 12, 2020, the FASB issued ASU No. 2020-04, which provides temporary optional expedients and exceptions to the guidance in GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The temporary optional expedients and exceptions can be elected through December 31, 2022. For the quarter ended March 31, 2020,2021, KKR has not elected to apply the temporary optional expedients and exceptions and will be reevaluating the application each quarter.
Effective on January 1, 2022 and Thereafter
Targeted improvements to the accounting for long-duration contracts
In August 2018, the FASB issued new guidance for insurance and reinsurance companies that issue long-duration contracts such as life insurance and annuities. The objective of this guidance is to improve, simplify and enhance the financial reporting of long-duration contracts by providing financial statement users with useful information in a timely and transparent manner. The primary changes include: (1) more timely recognition of assumption changes in the liability for future policy benefits and use of a current rate for the discounting of future cash flows; (2) standardization and improvement in the accounting for certain market-based options or guarantees associated with deposit (or account balance) contracts (referred to as market risk benefits); (3) simplification of the amortization of deferred acquisition costs; and (4) enhanced disclosures.
The guidance is effective for public business entities that meet the definition of a SEC filer for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. For changes related to the liability for future policy benefits and deferred acquisition costs, the new guidance requires adoption using a modified retrospective approach upon transition with an option to elect a retrospective approach. For changes related to market risk benefits, the new guidance requires a retrospective approach.
KKR intends to implement this standard to Global Atlantic's insurance business using the retrospective approach for the liability for future policy benefits, deferred acquisition costs and market risk benefits with an adoption date of January 1, 2023. Global Atlantic has completed the design and planning phase of its implementation effort and has begun detailed implementation activities. Global Atlantic continues to evaluate the impact of this guidance but anticipates that the new standard will have a material impact on the consolidated financial statements. The new guidance is expected to increase financial statement volatility primarily due to the requirement to measure market risk benefits at fair value, which is recorded in net income, except for changes in value attributable to changes in an entity’s non-performance risk, which is recorded in other comprehensive income. In addition, the new guidance is expected to have a significant impact on Global Atlantic’s systems, processes and controls.
3. ACQUISITION OF GLOBAL ATLANTIC
On July 7, 2020, indirect subsidiaries of KKR & Co. Inc., namely Magnolia Parent LLC and Magnolia Merger Sub Limited, entered into an Agreement and Plan of Merger (the “GA Merger Agreement”) with Global Atlantic Financial Group Limited ("GAFG"), Global Atlantic Financial Life Limited ("GAFLL"), LAMC LP, and Goldman Sachs & Co. LLC, solely in its capacity as the Equity Representative (as defined in the GA Merger Agreement). Pursuant to the GA Merger Agreement, at the closing of the acquisition of Global Atlantic by KKR (the "GA Acquisition"), among other things, Global Atlantic Financial Group Limited continued as the surviving entity in its merger with Magnolia Merger Sub Limited and became a direct subsidiary of Magnolia Parent LLC, which subsequently changed its name to The Global Atlantic Financial Group LLC (“TGAFG”).
On February 1, 2021 (or the “GA Acquisition Date”), the GA Acquisition was completed, and KKR acquired all of the voting interests in Global Atlantic and an economic ownership of 61.1% of Global Atlantic at closing (and which economic ownership percentage is subject to change based on certain post-closing purchase price adjustments) after taking into account GA Rollover Investors’ and GA Co-Investors’ (each as defined below) equity ownership of Global Atlantic. In addition to entering into the retirement and life insurance business through KKR's indirect ownership of Global Atlantic's insurance companies, KKR's flagship investment management company became the investment adviser for Global Atlantic’s insurance companies, which increases KKR’s presence in the insurance community. Furthermore, the transaction allows Global Atlantic to gain access to KKR’s origination and asset management capabilities.
Under the GA Merger Agreement, KKR agreed to pay former shareholders of Global Atlantic Financial Group Limited an amount in cash equal to 1.0x U.S. GAAP Shareholders’ Equity of Global Atlantic Financial Group Limited, excluding Accumulated Other Comprehensive Income and subject to certain other purchase price adjustments ("GA Book Value," determined as $4.7 billion as of February 1, 2021 for purposes of the purchase price determination). The amount of consideration payable by KKR was reduced by the amount of equity rolled over by certain former shareholders of Global Atlantic Financial Group Limited who elected to continue their equity ownership in Global Atlantic at closing ("GA Rollover Investors"). In addition, KKR syndicated equity interests in Global Atlantic to minority co-investors ("GA Co-Investors"), which also had the effect of reducing the amount of consideration payable by KKR at closing. The purchase price is as follows (in thousands):
| | | | | |
| Cash consideration paid by KKR | $ | 2,859,252 | |
| GA Co-Investors and GA Rollover Investors | 1,821,303 | |
| Total Purchase Price | $ | 4,680,555 | |
The purchase price paid at closing is subject to certain post-closing adjustments, which we expect will require us to pay an incremental amount less than the $150 million maximum provided under the terms of the GA Merger Agreement, which would represent an adjustment to the preliminary determination of goodwill recorded.
The GA Acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805").The purchase price has been allocated to Global Atlantic's assets acquired and liabilities assumed based on estimates of their fair values as of the GA Acquisition Date. The fair value of assets acquired and liabilities assumed represent a provisional allocation as our evaluation of facts and circumstances available as of February 1, 2021 is ongoing.
Goodwill of $451 million has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired less the amounts attributable to noncontrolling interests. Goodwill is primarily attributable to the scale, skill sets, operations, and synergies that can be achieved subsequent to the GA Acquisition. The goodwill recorded is not expected to be deductible for tax purposes and it has been allocated to the Insurance Segment.
Pursuant to Topic 805, the financial statements will not be retrospectively adjusted for any changes to the provisional values of assets acquired and liabilities assumed that occur in subsequent periods. Rather, we will recognize any adjustments as we obtain information not available as of the completion of this preliminary fair value calculation. We will also be required to record, in the same period as the financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of any change to the provisional amounts, calculated as if the accounting had been completed at the GA Acquisition Date. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the GA Acquisition Date.
The following table summarizes the provisional fair value amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the GA Acquisition Date:
| | | | | | | | | |
| | February 1, 2021 | |
| ($ in thousands) | | | |
| Consideration Transferred | | | |
| Cash Consideration paid by KKR | | $ | 2,859,252 | | |
| GA Co-Investors | | 975,360 | | |
| GA Rollover Investors | | 845,943 | | |
Settlement of pre-existing relationships(1) | | (60,200) | | |
Total Consideration Transferred(2) | | $ | 4,620,355 | | |
| | | |
| Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed: | | | |
| Cash and Cash Equivalents | | $ | 3,073,974 | | |
| Restricted Cash and Cash Equivalents | | 284,798 | | |
| Investments | | 99,519,110 | | |
| Reinsurance Recoverable | | 15,753,030 | | |
| Insurance Intangible Assets | | 1,024,520 | | |
| Other Assets | | 3,259,222 | | |
| Separate Account Assets | | 5,371,060 | | |
| Policy Liabilities | | (100,311,752) | | |
| Debt Obligations | | (1,450,920) | | |
| Funds Withheld Payable at Interest | | (13,800,969) | | |
| Accrued Expenses and Other Liabilities | | (2,718,648) | | |
| Reinsurance Liabilities | | (180,573) | | |
| Separate Account Liabilities | | (5,371,060) | | |
| Total Identifiable Net Assets | | 4,451,792 | | |
Redeemable non-controlling interests(3) | | (91,845) | | |
Other Noncontrolling interests(3) | | (190,405) | | |
| Goodwill | | $ | 450,813 | | |
(1) Represents KKR debt obligations held by Global Atlantic at the GA Acquisition Date.
(2) At the GA Acquisition Date, the transaction was funded with a combination of (i) cash on hand by KKR, (ii) cash proceeds from syndication of the equity interests in Global Atlantic to minority co-investors and equity rolled over from certain former Global Atlantic shareholders. The equity held by GA co-investors and rollover investors are presented as noncontrolling interests in the financial statements. Acquisition of Global Atlantic, Net of Cash Acquired in the consolidated statements of cash flows represents the Total Consideration Transferred (excluding GA Rollover Investors) net of acquired Cash and Cash Equivalents and Restricted Cash and Cash Equivalents.
(3) Represents the fair value of Noncontrolling Interests in consolidated renewable energy entities held by Global Atlantic on the GA Acquisition Date. Such interests do not represent ownership interests held by GA Rollover Investors or GA Co-Investors in Global Atlantic's equity.
KKR performed a valuation of the acquired investments, policy liabilities, VOBA, other identifiable intangibles, and funds withheld at interest payables and receivables. The following is a summary of significant inputs to the valuation:
Investments
Global Atlantic’s investment portfolio primarily consists of fixed maturity securities, mortgage and other loan receivables, and also includes equity securities, and investments in real assets, such as renewable energy and transportation assets. All of the assets included within the investment portfolio were measured and reported at their fair values on the GA Acquisition Date consistent with the valuation methodologies discussed in Note 2. As a result, the cost basis of each respective investment was reset to equal fair value on the GA Acquisition Date.
Policy liabilities
Policy liabilities were remeasured based on generally accepted actuarial methods and reported at their fair values on the GA Acquisition Date. Assumptions for future mortality, persistency, policyholder behavior, expenses, investment return and
other actuarial factors were based on an evaluation of Global Atlantic’s recent experience, industry experience, and anticipated future trends. These assumptions are intended to be representative of market assumptions used by buyers and sellers in similar transactions. The approach employed to develop these projection assumptions is described below:
•Discount rates used to calculate fair value ranged from 11% to 15%, depending on product;
•Mortality and persistency assumptions are based on both Global Atlantic and general industry experience;
•Expenses were projected reflecting Global Atlantic’s unit expenses with an allocation of a portion of overhead expenses to in-force business;
•Future investment income reflects a runoff of the existing asset portfolios and reinvestment strategies based on Global Atlantic’s assumptions for asset yield, quality, and maturity. The projections are based on forward interest rates implied by the Treasury yield curve. Credit rates reflect Global Atlantic’s target spreads;
•Separate account and index account growth rates are based on long-term return expectations for different fund types and on the underlying mix of funds; and
•Statutory reserves underlying the valuation reflect Global Atlantic’s current reserving methodologies.
Value of business acquired
VOBA represents the estimated fair value of future net cash flows from in-force life and annuity insurance contracts acquired at the GA Acquisition Date.
Other identifiable intangible assets
Other identifiable intangible assets represent distribution relationships, trade names and state insurance licenses. The distribution relationships were valued using the excess earnings method, which derives value based on the present value of the cash flow attributable to the distribution relationships, less returns for contributory assets. The trade name intangible asset represents the Global Atlantic trade name, and was valued using the relief-from-royalty method giving consideration to publicly available third-party trade name royalty rates as well as expected premiums generated by the use of the trade name over its anticipated life. The state insurance licenses represent Global Atlantic’s jurisdictional insurance licenses, which include 52 insurance licenses, encompassing all 50 states, the District of Columbia, and the U.S. Virgin Islands. They were protected through registration and were valued using the market approach based on third-party market transactions from which the prices paid for state insurance licenses could be derived.
Funds withheld at interest receivables and payables
Funds withheld at interest receivables and payables were remeasured at fair value based on the fair value of assets held in the underlying portfolios supporting those receivables or payables.
The fair value and weighted average estimated useful lives of Value of Business Acquired and Other Identifiable Intangible Assets acquired in the Acquisition consist of the following (dollars in thousands):
| | | | | | | | | | | | | | |
| | Fair Value | | Average Useful Life |
| | ($ in thousands) | | (in years) |
| VOBA (included within Insurance Intangible Assets) | | $ | 1,024,520 | | | 28.6 |
| Negative VOBA (included within Policy Liabilities) | | (1,273,414) | | | 22.2 |
| Total VOBA | | $ | (248,894) | | | |
| | | | |
| Value of Distribution Agreements Acquired | | $ | 200,000 | | | 18 |
| Trade Names | | 50,000 | | | 16 |
| State Insurance Licenses | | 10,000 | | | Indefinite |
| Total Identifiable Other Intangible Assets (included within Other Assets) | | $ | 260,000 | | | |
As of the GA Acquisition Date, Global Atlantic's financial results are reflected in these financial statements. Global Atlantic's revenues and net loss of $1.4 billion and $(203.9) million, respectively, are included in the consolidated statement of operations for the three months ended March 31, 2021.
Pro- Forma Financial Information
Unaudited pro-forma financial information for the three months ended March 31, 2021 and March 31, 2020 is presented below. Pro-forma financial information presented does not include adjustments to reflect any potential revenue synergies or cost savings that may be achievable in connection with the GA Acquisition and assume the GA Acquisition occurred as of January 1, 2020. The unaudited pro forma financial information is presented for informational purposes only, and is not necessarily indicative of future operations or results had the GA Acquisition been completed as of January 1, 2020.
| | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, |
| | 2021 | | 2020 |
| Total Revenues | | $ | 5,077,184 | | | $ | (109,906) | |
| Net Income Attributable to KKR & Co. Inc. Common Stockholders | | $ | 1,738,106 | | | $ | (1,214,078) | |
Amounts above reflect certain pro forma adjustments that were directly attributable to the GA Acquisition. These adjustments include the following:
•adjustment to reflect the elimination of historical amortization of Global Atlantic’s intangibles and the additional amortization of intangibles measured at fair value as of the GA Acquisition Date;
•adjustment to reflect the prospective reclassification from accumulated other comprehensive earnings of the unrealized gains on available-for-sale securities to a premium which will be amortized into income based on the expected life of the investment securities;
•adjustments to reflect the KKR pro-rata economic ownership as well as financing consummated by KKR to complete the acquisition; and
•adjustments to reflect the adoption of ASC 326 "Financial Instruments - Credit Losses" in 2020 by Global Atlantic.
Notes to Financial Statements (Continued)
3.4. NET GAINS (LOSSES) FROM INVESTMENT ACTIVITIES - ASSET MANAGEMENT
Net Gains (Losses) from Investment Activities in the consolidated statements of operations consist primarily of the realized and unrealized gains and losses on investments (including foreign exchange gains and losses attributable to foreign denominated investments and related activities) and other financial instruments, including those for which the fair value option has been elected. Unrealized gains or losses result from changes in the fair value of these investments and other financial instruments during a period. Upon disposition of an investment or financial instrument, previously recognized unrealized gains or losses are reversed and an offsetting realized gain or loss is recognized in the current period.
The following table summarizes total Net Gains (Losses) from Investment Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2021 | | Three Months Ended March 31, 2020 |
| Net Realized Gains (Losses) | | Net Unrealized Gains (Losses) | | Total | | Net Realized Gains (Losses) | | Net Unrealized Gains (Losses) | | Total |
Private Equity (1) | $ | 756,347 | | | $ | 794,318 | | | $ | 1,550,665 | | | $ | 0 | | | $ | (1,282,404) | | | $ | (1,282,404) | |
Credit (1) | 33,916 | | | (4,509) | | | 29,407 | | | (40,697) | | | (905,607) | | | (946,304) | |
Investments of Consolidated CFEs (1) | (2,628) | | | 128,143 | | | 125,515 | | | (40,852) | | | (2,112,541) | | | (2,153,393) | |
Real Assets (1) | 39,749 | | | 234,398 | | | 274,147 | | | 53,363 | | | (851,015) | | | (797,652) | |
Equity Method - Other (1) | 5,187 | | | 396,514 | | | 401,701 | | | 4,405 | | | (445,023) | | | (440,618) | |
Other Investments (1) | (226,899) | | | 433,080 | | | 206,181 | | | (11,453) | | | (667,719) | | | (679,172) | |
Foreign Exchange Forward Contracts and Options (2) | (5,643) | | | 15,192 | | | 9,549 | | | 83,239 | | | 331,051 | | | 414,290 | |
Securities Sold Short (2) | 50,623 | | | 50,996 | | | 101,619 | | | 14,655 | | | 21,523 | | | 36,178 | |
Other Derivatives (2) | (30,521) | | | 29,334 | | | (1,187) | | | (226) | | | 811 | | | 585 | |
Debt Obligations and Other (3) | (35,750) | | | 34,353 | | | (1,397) | | | 941 | | | 1,903,045 | | | 1,903,986 | |
Net Gains (Losses) From Investment
Activities | $ | 584,381 | | | $ | 2,111,819 | | | $ | 2,696,200 | | | $ | 63,375 | | | $ | (4,007,879) | | | $ | (3,944,504) | |
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| | Three Months Ended
March 31, 2020 | | Three Months Ended
March 31, 2019 |
| | Net Realized Gains (Losses) | | Net Unrealized Gains (Losses) | | Total | | Net Realized Gains (Losses) | | Net Unrealized Gains (Losses) | | Total |
Private Equity (1) | $ | — |
| | $ | (1,282,404 | ) | | $ | (1,282,404 | ) | | $ | 68,568 |
| | $ | 919,625 |
| | $ | 988,193 |
|
Credit (1) | (40,697 | ) | | (905,607 | ) | | (946,304 | ) | | (17,876 | ) | | 8,669 |
| | (9,207 | ) |
Investments of Consolidated CFEs (1) | (40,852 | ) | | (2,112,541 | ) | | (2,153,393 | ) | | (10,530 | ) | | 233,357 |
| | 222,827 |
|
Real Assets (1) | 53,363 |
| | (851,015 | ) | | (797,652 | ) | | 29,547 |
| | 89,581 |
| | 119,128 |
|
Equity Method - Other (1) | 4,405 |
| | (445,023 | ) | | (440,618 | ) | | 20,133 |
| | 156,906 |
| | 177,039 |
|
Other Investments (1) | (11,453 | ) | | (667,719 | ) | | (679,172 | ) | | 1,450 |
| | (30,361 | ) | | (28,911 | ) |
Foreign Exchange Forward Contracts and Options (2) | 83,239 |
| | 331,051 |
| | 414,290 |
| | 25,454 |
| | 54,789 |
| | 80,243 |
|
Securities Sold Short (2) | 14,655 |
| | 21,523 |
| | 36,178 |
| | 14,426 |
| | (80,772 | ) | | (66,346 | ) |
Other Derivatives (2) | (226 | ) | | 811 |
| | 585 |
| | 1,465 |
| | (13,405 | ) | | (11,940 | ) |
Debt Obligations and Other (3) | 941 |
| | 1,903,045 |
| | 1,903,986 |
| | (2,856 | ) | | (264,292 | ) | | (267,148 | ) |
Net Gains (Losses) From Investment Activities | $ | 63,375 |
| | $ | (4,007,879 | ) | | $ | (3,944,504 | ) | | $ | 129,781 |
| | $ | 1,074,097 |
| | $ | 1,203,878 |
|
(2)See Note 8 "Derivatives" and Note 14 "Other Assets and Accrued Expenses and Other Liabilities."
(3)See Note 16 "Debt Obligations."
Notes to Financial Statements (Continued)
5. NET INVESTMENT INCOME - INSURANCE
Net investment income for Global Atlantic is comprised primarily of interest income, including amortization of premiums and accretion of discounts, based on yields that change due to expectations in projected cash flows, dividend income from common and preferred stock, earnings from investments accounted for under equity method accounting, and lease income on other investments.
The components of net investment income were as follows:
| | | | | | | | | | |
(1) | See Note 4 "Investments." | Three Months Ended |
| | March 31, 2021 | | |
(2) | See Note 8 "Other Assets and Accounts Payable, Accrued Expenses and Other Liabilities." |
| | |
(3)Fixed maturity securities – interest and other income | See Note 10 "Debt Obligations." | $ | 351,540 | | | |
| Mortgage and other loan receivables | | 122,466 | | | |
| Investments in transportation and other leased assets | | 36,743 | | | |
| Short-term and other investment income | | 5,113 | | | |
| Policy loans | | 1,847 | | | |
| Investments in real estate | | 1,084 | | | |
| Investments in renewable energy | | 796 | | | |
| Equity securities – dividends and other income | | (484) | | | |
| Income from funds withheld at interest | | (16,366) | | | |
| Gross investment income | | 502,739 | | | |
| Less investment expenses: | | | | |
| Investment management and administration | | 33,946 | | | |
| Transportation and renewable energy asset depreciation and maintenance | | 23,509 | | | |
| Interest expense on derivative collateral and repurchase agreements | | 503 | | | |
| Net investment income | | $ | 444,781 | | | |
4.
6. NET INVESTMENT (LOSSES) GAINS - INSURANCE
Net investment (losses) gains from insurance operations primarily consists out of (i) realized gains and (losses) from the disposal of investments, (ii) unrealized gains and (losses) from investments held for trading, equity securities, or with fair value remeasurements recognized in earnings as a result of the election of a fair-value option, (iii) unrealized gains and (losses) on funds withheld at interest, (iv) unrealized gains and (losses) from derivatives not designated in an hedging relationship, and (v) allowances for credit losses, and other impairments of investments.
Net investment (losses) gains were as follows:
| | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 | | |
| | | | |
| Trading fixed maturity securities | | $ | (355,314) | | | |
| Allowance for loan losses provision | | (183,641) | | | |
| AFS fixed maturity securities | | (45,640) | | | |
| Allowance losses for AFS fixed maturity securities | | (21,351) | | | |
| Equity securities and other investments | | (19,155) | | | |
| Allowance for loan commitment losses provision | | (14,610) | | | |
| Derivatives | | 148,532 | | | |
| Funds withheld receivable at interest | | 31,238 | | | |
| Mortgage and other loans receivables | | 4,239 | | | |
| Net investment (losses) gains | | $ | (455,702) | | | |
Notes to Financial Statements (Continued)
Allowance for credit losses
Available-for-sale fixed maturity securities
The table below presents a roll-forward of the allowance for credit losses recognized for available-for-sale fixed maturity securities held by Global Atlantic:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, 2021 |
| | Corporate | | Structured | | Total |
| | | | | | |
Balance, as of beginning of period(1) | | $ | 0 | | | $ | 120,895 | | | $ | 120,895 | |
| Initial impairments for credit losses recognized on securities not previously impaired | | 0 | | | 27,423 | | | 27,423 | |
| Initial credit loss allowance recognized on PCD securities | | 0 | | | 222 | | | 222 | |
| Accretion of initial credit loss allowance on PCD securities | | 0 | | | 321 | | | 321 | |
| Reductions due to sales (or maturities, pay downs or prepayments) during the period of securities previously identified as credit impaired | | 0 | | | (2,537) | | | (2,537) | |
| | | | | | |
| Net additions / reductions for securities previously impaired | | 0 | | | (6,072) | | | (6,072) | |
| | | | | | |
| | | | | | |
| Balance, as of end of period | | $ | 0 | | | $ | 140,252 | | | $ | 140,252 | |
(1)Includes securities designated as purchased credit deteriorated as of the time of the acquisition of Global Atlantic.
Mortgage and other loan receivables
Changes in the allowance for credit losses on mortgage and other loan receivables held by Global Atlantic are summarized below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2021 |
| | Commercial Mortgage Loans | | Residential Mortgage Loans | | Consumer and Other Loan Receivables | | Total |
Balance, as of beginning of period (1) | | $ | 58,203 | | | $ | 62,056 | | | $ | 0 | | | $ | 120,259 | |
| Net provision (release) | | 21,853 | | | 16,683 | | | 145,105 | | | 183,641 | |
| | | | | | | | |
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| Balance, as of end of period | | $ | 80,056 | | | $ | 78,739 | | | $ | 145,105 | | | $ | 303,900 | |
(1)Includes loans designated as purchased credit deteriorated as of the time of the acquisition of Global Atlantic.
Proceeds and gross gains and losses from voluntary sales
The proceeds from voluntary sales and the gross gains and losses on those sales of AFS fixed maturity securities were as follows:
| | | | | | | | |
| | Three Months Ended
March 31, 2021 |
| AFS fixed maturity securities: | | |
| Proceeds from voluntary sales | | $ | 1,903,120 | |
| Gross gains | | 4,776 | |
| Gross losses | | (50,972) | |
Notes to Financial Statements (Continued)
7. INVESTMENTS
Investments consist of the following:
| | | | | | | | March 31, 2021 | | December 31, 2020 | |
| | March 31, 2020 | | December 31, 2019 | |
| Asset Management | | Asset Management | | | | |
| Private Equity | $ | 11,790,896 |
| | $ | 12,923,600 |
| Private Equity | $ | 21,334,284 | | | $ | 20,470,123 | | |
| Credit | 10,616,260 |
| | 10,538,139 |
| Credit | 11,692,746 | | | 11,203,905 | | |
| Investments of Consolidated CFEs | 13,327,186 |
| | 14,948,237 |
| Investments of Consolidated CFEs | 19,163,155 | | | 17,706,976 | | |
| Real Assets | 2,727,991 |
| | 3,567,944 |
| Real Assets | 7,107,290 | | | 6,096,618 | | |
| Equity Method - Other | 4,438,206 |
| | 4,846,949 |
| Equity Method - Other | 4,747,822 | | | 4,471,441 | | |
| Equity Method - Capital Allocation-Based Income | 3,608,812 |
| | 5,329,368 |
| Equity Method - Capital Allocation-Based Income | 9,078,783 | | | 6,460,430 | | |
| Other Investments | 2,091,776 |
| | 2,782,031 |
| Other Investments | 3,032,149 | | | 2,865,222 | | |
| Investments - Asset Management | | Investments - Asset Management | $ | 76,156,229 | | | $ | 69,274,715 | | |
| | Insurance | | Insurance | | |
Fixed maturity securities, available-for-sale, at fair value(1) | | Fixed maturity securities, available-for-sale, at fair value(1) | $ | 60,263,115 | | | $ | 0 | | |
| Mortgage and other loan receivables | | Mortgage and other loan receivables | 16,808,024 | | | 0 | | |
Fixed maturity securities, trading, at fair value(1) | | Fixed maturity securities, trading, at fair value(1) | 10,627,755 | | | 0 | | |
| Other investments | | Other investments | 6,530,279 | | | 0 | | |
| Funds withheld receivable at interest | | Funds withheld receivable at interest | 3,094,837 | | | 0 | | |
| Policy loans | | Policy loans | 831,459 | | | 0 | | |
| Equity securities at fair value | | Equity securities at fair value | 115,577 | | | 0 | | |
| Investments - Insurance | | Investments - Insurance | $ | 98,271,046 | | | $ | 0 | | |
| | Total Investments | $ | 48,601,127 |
| | $ | 54,936,268 |
| Total Investments | $ | 174,427,275 | | | $ | 69,274,715 | | |
|
(1) Amortized cost, net of credit loss allowances, of $62.1 billion and $10.9 billion, for available-for-sale and trading fixed maturity securities, respectively.
As of March 31, 20202021 and December 31, 2019,2020, there were no investments which represented greater than 5% of total investments. The majority of
For certain disclosures a comparison to prior period is not provided when the securities underlying private equityamounts relate to investments represent equity securities.held by Global Atlantic, which was acquired by KKR on February 1, 2021.
Notes to Financial Statements (Continued)
5.The cost or amortized cost and fair value for AFS fixed maturity securities were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Cost or amortized cost | | Allowance for Credit Losses (2) | | Gross unrealized | | Fair value |
| As of March 31, 2021 | | | | gains | | losses | |
| AFS fixed maturity securities portfolio by type: | | | | | | | | | | |
| U.S. government and agencies | | $ | 1,347,935 | | | $ | 0 | | | $ | 64 | | | $ | (20,308) | | | $ | 1,327,691 | |
| U.S. state, municipal and political subdivisions | | 4,818,330 | | | 0 | | | 4,038 | | | (233,723) | | | 4,588,645 | |
| Corporate | | 35,534,168 | | | 0 | | | 40,207 | | | (1,619,680) | | | 33,954,695 | |
| RMBS | | 8,607,008 | | | (118,290) | | | 73,322 | | | (53,570) | | | 8,508,470 | |
| CBOs | | 3,350,520 | | | (12,818) | | | 3,244 | | | (9,852) | | | 3,331,094 | |
| CMBS | | 3,372,554 | | | (561) | | | 5,778 | | | (50,781) | | | 3,326,990 | |
| CLOs | | 2,528,002 | | | (1,738) | | | 6,294 | | | (3,630) | | | 2,528,928 | |
All other structured securities(1) | | 2,680,900 | | | (6,845) | | | 37,544 | | | (14,997) | | | 2,696,602 | |
| Total AFS fixed maturity securities | | $ | 62,239,417 | | | $ | (140,252) | | | $ | 170,491 | | | $ | (2,006,541) | | | $ | 60,263,115 | |
(1) Includes primarily asset-backed securities ("ABS").
(2) Represents the cumulative amount of credit impairments that have been recognized in the consolidated statement of operations (as net investment (losses) gains) or that were recognized as a gross-up of the purchase price of PCD securities. Amount excludes unrealized losses related to non-credit impairment.
Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, or Global Atlantic may have the right to put or sell the obligations back to the issuers.
The maturity distribution for AFS fixed maturity securities is as follows:
| | | | | | | | | | | | | | |
| As of March 31, 2021 | | Cost or
amortized cost (net of allowance) | | Fair value |
| Due in one year or less | | $ | 322,548 | | | $ | 321,244 | |
| Due after one year through five years | | 6,647,278 | | | 6,595,710 | |
| Due after five years through ten years | | 9,883,484 | | | 9,636,001 | |
| Due after ten years | | 24,847,123 | | | 23,318,076 | |
| Subtotal | | 41,700,433 | | | 39,871,031 | |
| RMBS | | 8,488,718 | | | 8,508,470 | |
| CBOs | | 3,337,702 | | | 3,331,094 | |
| CMBS | | 3,371,993 | | | 3,326,990 | |
| CLOs | | 2,526,264 | | | 2,528,928 | |
| All other structured securities | | 2,674,055 | | | 2,696,602 | |
| Total AFS fixed maturity securities | | $ | 62,099,165 | | | $ | 60,263,115 | |
Purchased credit deteriorated securities
Certain securities purchased by Global Atlantic were assessed at acquisition as having experienced a more-than-insignificant deterioration in credit quality since their origination. These securities are identified as PCD, and a reconciliation of the difference between the purchase price and the par value of these PCD securities is below:
Notes to Financial Statements (Continued)
| | | | | | | | |
| | March 31, 2021 |
| Purchase price of PCD securities acquired during the current period | | $ | 1,591,176 | |
| Allowance for credit losses at acquisition | | 121,117 | |
| Discount (premium) attributable to other factors | | 277,480 | |
| Par value | | $ | 1,989,773 | |
Securities in a continuous unrealized loss position
The following tables provide information about AFS fixed maturity securities that have been continuously in an unrealized loss position:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Less than 12 months | | 12 months or more | | Total |
| As of March 31, 2021 | | Fair
value | | Unrealized losses | | Fair
value | | Unrealized losses | | Fair
value | | Unrealized losses |
| AFS fixed maturity securities portfolio by type: | | | | | | | | | | | | |
| U.S. government and agencies | | $ | 1,300,371 | | | $ | (20,308) | | | $ | 0 | | | $ | 0 | | | $ | 1,300,371 | | | $ | (20,308) | |
| U.S. state, municipal and political subdivisions | | 4,393,429 | | | (233,723) | | | 0 | | | 0 | | | 4,393,429 | | | (233,723) | |
| Corporate | | 31,609,240 | | | (1,619,680) | | | 0 | | | 0 | | | 31,609,240 | | | (1,619,680) | |
| RMBS | | 2,476,369 | | | (53,570) | | | 0 | | | 0 | | | 2,476,369 | | | (53,570) | |
| CMBS | | 2,695,782 | | | (50,781) | | | 0 | | | 0 | | | 2,695,782 | | | (50,781) | |
| CLOs | | 1,127,040 | | | (3,630) | | | 0 | | | 0 | | | 1,127,040 | | | (3,630) | |
| CBOs | | 2,298,426 | | | (9,852) | | | 0 | | | 0 | | | 2,298,426 | | | (9,852) | |
| All other structured securities | | 1,232,009 | | | (14,997) | | | 0 | | | 0 | | | 1,232,009 | | | (14,997) | |
| Total AFS fixed maturity securities in a continuous loss position | | $ | 47,132,666 | | | $ | (2,006,541) | | | $ | 0 | | | $ | 0 | | | $ | 47,132,666 | | | $ | (2,006,541) | |
Unrealized gains and losses can be created by changing interest rates or several other factors, including changing credit spreads. Global Atlantic had gross unrealized losses on below investment grade AFS fixed maturity securities of $33.5 million as of March 31, 2021. The single largest unrealized loss on AFS fixed maturity securities was $12.3 million as of March 31, 2021. Global Atlantic had 4,499 securities in an unrealized loss position as of March 31, 2021.
Mortgage and other loan receivables
Mortgage and other loan receivables consist of the following:
| | | | | | | | |
| | As of |
| | March 31, 2021 |
Commercial mortgage loans(1) | | $ | 7,824,769 | |
Residential mortgage loans(1) | | 4,838,764 | |
| Consumer loans | | 3,667,846 | |
Other loan receivables(1)(2)(3) | | 780,545 | |
| Total mortgage and other loan receivables | | 17,111,924 | |
| Allowance for credit losses | | (303,900) | |
| Total mortgage and other loan receivables, net of allowance for loan losses | | $ | 16,808,024 | |
(1) Includes $607.5 million of loans carried at fair value using the fair value option as of March 31, 2021. The fair value option was elected for these loans for asset-liability matching purposes. These loans had unpaid principal balances of $599.0 million as of March 31, 2021.
(2) As of March 31, 2021, other loan receivables consisted primarily of renewable energy development loans of $724.5 million.
(3) Includes $575.6 million of related party loans carried at fair value using the fair value option as of March 31, 2021. These loans had unpaid principal balances of $575.9 million as of March 31, 2021.
Notes to Financial Statements (Continued)
The maturity distribution by contractual maturity for residential and commercial mortgage loans was as follows as of March 31, 2021:
| | | | | | | | | | | | | | | | | | | | |
| Years | | Residential | | Commercial | | Total mortgage loans |
| Remainder of 2021 | | $ | 206,369 | | | $ | 679,876 | | | $ | 886,245 | |
| 2022 | | 306,111 | | | 871,324 | | | 1,177,435 | |
| 2023 | | 390,673 | | | 1,045,921 | | | 1,436,594 | |
| 2024 | | 256,919 | | | 1,090,084 | | | 1,347,003 | |
| 2025 | | 17,759 | | | 372,484 | | | 390,243 | |
| 2026 | | 356,746 | | | 941,273 | | | 1,298,019 | |
| 2027 and thereafter | | 3,304,187 | | | 2,823,807 | | | 6,127,994 | |
| Total | | $ | 4,838,764 | | | $ | 7,824,769 | | | $ | 12,663,533 | |
Actual maturities could differ from contractual maturities, because borrowers may have the right to prepay (with or without prepayment penalties) and loans may be refinanced.
The mortgage loan portfolio is diversified by both geographic region and property type to reduce concentration risk. The following tables present the mortgage loans by geographic region and property type:
| | | | | | | | |
| Mortgage loans - carrying value by geographic region as of March 31, | | 2021 |
| Pacific | | $ | 3,402,898 | |
| West South Central | | 2,266,001 | |
| South Atlantic | | 1,918,774 | |
| Middle Atlantic | | 1,382,565 | |
| East North Central | | 394,052 | |
| Mountain | | 629,604 | |
| New England | | 619,592 | |
| East South Central | | 585,943 | |
| West North Central | | 215,585 | |
| Other regions | | 1,248,519 | |
| Total by geographic region | | $ | 12,663,533 | |
| | | | | | | | |
| Mortgage loans - carrying value by property type as of March 31, | | 2021 |
| Residential | | $ | 4,859,931 | |
| Office building | | 2,742,478 | |
| Apartment | | 1,846,722 | |
| Industrial | | 1,584,127 | |
| Retail | | 794,029 | |
| Other property types | | 692,936 | |
| Warehouse | | 143,310 | |
| Total by property type | | $ | 12,663,533 | |
As of March 31, 2021, Global Atlantic had $241.3 million of mortgage loans that were 90 days or more past due or in the process of foreclosure. Global Atlantic ceases accrual of interest on loans that are more than 90 days past due and recognizes income as cash is received. As of March 31, 2021, there were $178.4 million of mortgage loans that were non-income producing.
As of March 31, 2021, 5% of residential mortgage loans and less than 1% of consumer loans have been granted forbearance due to COVID-19. This forbearance, which generally involves a 3-month period in which payments are not required (though must subsequently be made up), is not considered to result in troubled debt restructurings for the three months ended March 31, 2021. Interest continues to accrue on loans in temporary forbearance.
Notes to Financial Statements (Continued)
As of March 31, 2021, Global Atlantic had $6.7 million of consumer loans that were delinquent by more than 120 days or in default.
Purchased credit deteriorated loans
Certain residential mortgage loans purchased by Global Atlantic were assessed at acquisition as having experienced a more-than-insignificant deterioration in credit quality since their origination. These loans are identified as PCD, and a reconciliation of the difference between the purchase price and the par value of these PCD loans is below:
| | | | | | | | |
| | March 31, 2021 |
| Purchase price of PCD loans acquired during the current period | | $ | 3,694,867 | |
| Allowance for credit losses at acquisition | | 120,259 | |
| Discount (premium) attributable to other factors | | (146,694) | |
| Par value | | $ | 3,668,432 | |
Credit quality indicators
Mortgage and loan receivable performance status
The following table represents the portfolio of mortgage and loan receivables by origination year and performance status:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, |
| Performance status | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Prior | | Total |
| Commercial mortgage loans | | | | | | | | | | | | | | |
| Current | | $ | 471,616 | | | $ | 1,157,366 | | | $ | 2,115,463 | | | $ | 1,475,096 | | | $ | 838,964 | | | $ | 1,766,264 | | | $ | 7,824,769 | |
| 30 to 59 days past due | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| 60 to 89 days past due | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Over 90 days past due | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total commercial mortgage loans | | 471,616 | | | 1,157,366 | | | 2,115,463 | | | 1,475,096 | | | 838,964 | | | 1,766,264 | | | 7,824,769 | |
| Residential mortgage loans | | | | | | | | | | | | | | |
| Current | | 30,542 | | | 1,326,352 | | | 742,234 | | | 426,154 | | | 45,788 | | | 1,841,103 | | | 4,412,173 | |
| 30 to 59 days past due | | 0 | | | 8,928 | | | 10,610 | | | 512 | | | 0 | | | 117,416 | | | 137,466 | |
| 60 to 89 days past due | | 0 | | | 1,697 | | | 4,318 | | | 971 | | | 36 | | | 40,791 | | | 47,813 | |
| Over 90 days past due | | 0 | | | 13,706 | | | 17,701 | | | 1,662 | | | 0 | | | 208,243 | | | 241,312 | |
| Total residential mortgage loans | | 30,542 | | | 1,350,683 | | | 774,863 | | | 429,299 | | | 45,824 | | | 2,207,553 | | | 4,838,764 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Total mortgage loans | | $ | 502,158 | | | $ | 2,508,049 | | | $ | 2,890,326 | | | $ | 1,904,395 | | | $ | 884,788 | | | $ | 3,973,817 | | | $ | 12,663,533 | |
The following table represents the portfolio of consumer loan receivables by performance status:
| | | | | | | | |
| Performance status | | March 31, 2021 |
| Consumer loans | | |
| Current | | $ | 3,633,368 | |
| 30 to 59 days past due | | 17,606 | |
| 60 to 89 days past due | | 9,536 | |
| Over 90 days past due | | 7,336 | |
| Total consumer loans | | $ | 3,667,846 | |
Notes to Financial Statements (Continued)
Loan-to-value ratio on mortgage loans
The loan-to-value ratio is expressed as a percentage of the current amount of the loan relative to the value of the underlying collateral. The following table summarizes the loan-to-value ratios for commercial mortgage loans as of March 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan-to-value as of March 31, 2021, by year of origination | | Carrying value loan-to-value 70% and less | | Carrying value loan-to-value 71% - 90% | | Carrying value loan-to-value over 90% | | Total carrying value |
| 2021 | | $ | 471,616 | | | $ | 0 | | | $ | 0 | | | $ | 471,616 | |
| 2020 | | 874,212 | | | 246,106 | | | 37,048 | | | 1,157,366 | |
| 2019 | | 1,913,929 | | | 201,534 | | | 0 | | | 2,115,463 | |
| 2018 | | 1,178,386 | | | 296,710 | | | 0 | | | 1,475,096 | |
| 2017 | | 764,668 | | | 74,296 | | | 0 | | | 838,964 | |
| 2016 | | 380,561 | | | 12,210 | | | 0 | | | 392,771 | |
| Prior | | 1,373,493 | | | 0 | | | 0 | | | 1,373,493 | |
| Total commercial mortgage loans | | $ | 6,956,865 | | | $ | 830,856 | | | $ | 37,048 | | | $ | 7,824,769 | |
Changing economic conditions affect the valuation of commercial mortgage loans. Changing vacancies and rents are incorporated into the discounted cash flow analysis that Global Atlantic performs for monitored loans and may contribute to the establishment of (or increase or decrease in) a commercial mortgage loan valuation allowance for credit losses. In addition, Global Atlantic continuously monitors its commercial mortgage loan portfolio to identify risk. Areas of emphasis are properties that have exposure to specific geographic events, or have deteriorating credit.
The weighted average loan-to-value ratio for the residential mortgage loans was 73% as of March 31, 2021.
Other investments
Other investments consist of the following:
| | | | | | | | |
| | As of March 31, 2021 |
Investments in renewable energy (1)(2) | | $ | 3,419,467 | |
Investments in transportation and other leased assets (3) | | 2,184,283 | |
| Other investment partnerships | | 365,428 | |
| Investments in real estate | | 423,557 | |
| FHLB common stock and other investments | | 137,544 | |
| Total other investments | | $ | 6,530,279 | |
(1) Net of accumulated depreciation attributed to consolidated renewable energy assets of $99.9 million as of March 31, 2021.
(2) Includes an equity investment in a related party, Origis USA, LLC, of $48.1 million carried at fair value using the fair value option as of March 31, 2021.
(3) Net of accumulated depreciation of $17.1 million as of March 31, 2021.
The total amount of other investments accounted for using the equity method of accounting was $1.4 billion as of March 31, 2021. Global Atlantic's maximum exposure to loss related to these equity method investments is limited to the carrying value of these investments plus unfunded commitments of $26.1 million as of March 31, 2021.
In addition, Global Atlantic has investments that would otherwise require the equity method of accounting for which the fair value option has been elected. The carrying amount of these investments was $165.5 million as of March 31, 2021.
Funding agreements
Certain Global Atlantic subsidiaries are members of regional banks in the FHLB system. These subsidiaries have also entered into funding agreements with their respective FHLB. The funding agreements are issued in exchange for cash. The funding agreements require that Global Atlantic pledge eligible assets, such as commercial mortgage loans, as collateral. With respect to certain classes of eligible assets, the FHLB holds the pledged eligible assets in custody at the respective FHLB. The
Notes to Financial Statements (Continued)
liabilities for the funding agreements are included in policy liabilities in the consolidated statements of financial condition. Information related to the FHLB investment and funding agreements as of March 31, 2021 is as follows:
| | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2021 | | Investment in common stock | | Funding agreements issued to FHLB member banks | | Collateral |
| FHLB Indianapolis | | $ | 74,790 | | | $ | 1,593,207 | | | $ | 2,599,779 | |
| FHLB Des Moines | | 24,600 | | | 615,424 | | | 978,364 | |
| FHLB Boston | | 10,000 | | | 313,347 | | | 543,700 | |
| Total | | $ | 109,390 | | | $ | 2,521,978 | | | $ | 4,121,843 | |
In addition, in January 2021, Global Atlantic launched an inaugural funding-agreement backed note ("FABN") program, through which GA Global Funding Trust, a special purpose, unaffiliated statutory trust, was established to offer its senior secured medium-term notes. Net proceeds from each sale of the aforementioned notes are used to purchase one or more funding agreements from Forethought Life Insurance Company, a Global Atlantic insurance company subsidiary. As of March 31, 2021, Global Atlantic had $650 million of such funding agreements outstanding, with $9.35 billion of remaining capacity.
Repurchase agreement transactions
As of March 31, 2021, Global Atlantic participated in third-party repurchase agreements with a notional value of $300.7 million. As collateral for these transactions, as of March 31, 2021, Global Atlantic posted fixed maturity securities with a fair value and amortized cost of $316.7 million and $319.2 million, respectively, which are included in Insurance - Investments in the consolidated statements of financial condition.
The gross obligation for repurchase agreements is reported in Other Liabilities in the consolidated statements of financial condition. The gross obligations by class of collateral pledged for repurchase agreements accounted for as secured borrowings as of March 31, 2021 is presented in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2021 | | Overnight | | <30 Days | | 30 - 90 Days | | > 90 Days | | Total |
| Corporate Securities | | $ | 0 | | | $ | 0 | | | $ | 159,343 | | | $ | 157,316 | | | $ | 316,659 | |
| Total borrowing | | $ | 0 | | | $ | 0 | | | $ | 159,343 | | | $ | 157,316 | | | $ | 316,659 | |
Other
As of March 31, 2021, the cost or amortized cost and fair value of the assets on deposit with various state and governmental authorities were $184.5 million and $174.6 million.
Notes to Financial Statements (Continued)
8. DERIVATIVES
Asset Management
As discussed in Note 2 "Summary of Significant Accounting Policies", KKR and certain of its consolidated funds have entered into derivative transactions as part of their overall risk management for the asset management business and investment strategies. These derivative contracts are not designated as hedging instruments for accounting purposes. Such contracts may include forward, swap and option contracts related to foreign currencies and interest rates to manage foreign exchange risk and interest rate risk arising from certain assets and liabilities. All derivatives are recognized in Other Assets or Accrued Expenses and Other Liabilities and are presented on a gross basis in the consolidated statements of financial condition and measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. KKR's derivative financial instruments contain credit risk to the extent that its counterparties may be unable to meet the terms of the agreements. KKR attempts to reduce this risk by limiting its counterparties to major financial institutions with strong credit ratings.
Insurance
Global Atlantic holds derivative instruments that are primarily used in its hedge program. Global Atlantic has established a hedge program that seeks to mitigate economic impacts primarily from interest rate and equity price movements, while taking into consideration accounting and capital impacts.
For exchange traded derivatives, Global Atlantic offsets asset and liability positions in similar instruments executed with the same clearing member and the same clearing house where there is legal right of setoff. In addition, these exchange traded derivatives have daily settlement of margin.
The restricted cash which was held in connection with open derivative transactions with exchange brokers was $249.6 million as of March 31, 2021.
Derivatives designated as accounting hedges
Where Global Atlantic has derivative instruments that are designated and qualify as accounting hedges, these derivative instruments receive hedge accounting.
Global Atlantic has designated an interest rate swap to hedge the interest rate risk associated with the 2029 Senior Notes in a fair value hedge. The 2029 Senior Notes are reported in debt in the consolidated statements of financial condition and are hedged through their maturity in October 2029. This hedge qualifies for the shortcut method of assessing hedge effectiveness. As of March 31, 2021, the carrying amount of the hedged 2029 Senior Notes was $473.6 million, which reflects a fair value hedge adjustment of $(26.4) million. A loss of $26.4 million was recognized in interest expense in the consolidated statements of operations, due to changes in the fair value of the swap for the three months ended March 31, 2021, fully offsetting the fair value change in the hedged 2029 Senior Notes.
Global Atlantic has designated interest rate swaps to hedge the interest rate risk associated with its FHLB funding agreement liabilities in a fair value hedge. The FHLB funding agreement liabilities are reported in policy liabilities in the consolidated statement of financial condition and are hedged through their maturities that range from 2023 to 2025. This hedge qualifies for the shortcut method of assessing hedge effectiveness. As of March 31, 2021, the carrying amount of the hedged FHLB loan liabilities was $1.1 billion, which reflects a fair value hedge adjustment of $(5.3) million. A gain due to changes in the fair value of the swaps of $5.3 million was recognized in policy benefits and claims in the consolidated statements of operations for the three months ended March 31, 2021, fully offsetting the fair value change in the hedged FHLB funding agreement liabilities.
In February and March 2021, Global Atlantic designated bond forwards to hedge the interest rate risk associated with the planned purchase of AFS debt securities in a cash flow hedge. Regression analysis is used to assess the effectiveness of this hedge. As of March 31, 2021, there was a cumulative loss of $16.8 million on the bond forwards recorded in accumulated other comprehensive (loss) income. Amounts deferred in accumulated other comprehensive (loss) income are reclassified to net investment income following the qualifying purchases of AFS securities, as an adjustment to the yield earned over the life of the purchased securities, using the effective interest method. These arrangements are hedging purchases from January 2022 through January 2027 and are expected to affect earnings until 2051. There were no securities purchased for the three months ended March 31, 2021. Global Atlantic estimates that the amount of gains/losses in accumulated other comprehensive (loss) income to be reclassified into earnings in the next 12 months will not be material.
Notes to Financial Statements (Continued)
Global Atlantic designates foreign exchange forward purchase contracts ("FX forwards") on a rolling basis to hedge the foreign currency risk associated with foreign currency-denominated bonds in fair value hedges. These foreign currency-denominated bonds are accounted for as available-for-sale fixed-maturity securities. The changes in the fair value of the available-for-sale foreign currency-denominated bonds due to changes in the spot exchange rate on their book values are recorded in earnings, along with the entire change in the fair value of the FX forwards. These hedges qualify for the critical terms match method of assessing hedge effectiveness. The changes in the fair value of the FX forwards was $2.8 million, which was recognized in net investment gains (losses) for the three months ended March 31, 2021, fully offsetting the fair value changes in the hedged available-for-sale bonds.
The fair value and notional value of the derivative assets and liabilities were as follows:
| | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2021 | | Notional value | | Derivative
assets | | Derivative liabilities |
| Asset Management | | | | | | |
| Foreign Exchange Contracts and Options | | $ | 10,383,943 | | | $ | 244,809 | | | $ | 529,962 | |
| Other Derivatives | | 707,775 | | | 3,401 | | | 94,132 | |
| Total Asset Management | | | | 248,210 | | | 624,094 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Insurance | | | | | | |
| Equity market contracts | | $ | 25,649,611 | | | $ | 1,017,593 | | | $ | 151,329 | |
| Interest rate contracts | | 8,336,485 | | | 87,669 | | | 215,959 | |
| Foreign currency contracts | | 402,233 | | | 6,801 | | | 2,753 | |
| Credit risk contracts | | 60,000 | | | 0 | | | 1,669 | |
Impact of netting (1) | | | | (168,931) | | | (168,919) | |
| Fair value included within derivative assets and derivative liabilities | | | | 943,132 | | | 202,791 | |
| Embedded derivative – indexed universal life products | | | | 0 | | | 434,242 | |
| Embedded derivative – annuity products | | | | 0 | | | 984,910 | |
| Fair value included within policy liabilities | | | | 0 | | | 1,419,152 | |
| Embedded derivative – funds withheld at interest | | | | 55,883 | | | (313,230) | |
| Total Insurance | | | | 999,015 | | | 1,308,713 | |
| | | | | | |
| Fair value included within total assets and liabilities | | | | $ | 1,247,225 | | | $ | 1,932,807 | |
(1) Represents netting of derivative exposures covered by qualifying master netting agreements.
| | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2020 | |
Notional value | | Derivative
assets | | Derivative liabilities |
| Asset Management | | | | | | |
| Foreign Exchange Contracts and Options | | $ | 9,837,178 | | | $ | 250,398 | | | $ | 551,728 | |
| Other Derivatives | | 802,988 | | | 7,839 | | | 126,950 | |
| Total Asset Management | | | | 258,237 | | | 678,678 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Fair value included within total assets and liabilities | | | | $ | 258,237 | | | $ | 678,678 | |
Notes to Financial Statements (Continued)
The amounts of derivative gains and losses recognized are reported in the consolidated statements of operations as follows:
| | | | | | | | | | | | | | |
| Derivative contracts not designated as hedges | | Three Months Ended
March 31, |
| | 2021 | | 2020 |
| Asset Management | | | | |
| Net Gains (Losses) from Investment Activities: | | | | |
| Foreign Exchange Contracts and Options | | $ | 9,549 | | | $ | 414,290 | |
| Other Derivatives | | (1,187) | | | 585 | |
| Total included in Net Gains (Losses) from Investment Activities | | $ | 8,362 | | | $ | 414,875 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Insurance | | | | |
| Net investment gains (losses): | | | | |
| Embedded derivatives | | $ | 369,113 | | | $ | 0 | |
| Equity index options | | 104,021 | | | 0 | |
| Equity future contracts | | (69,583) | | | 0 | |
| Interest rate contracts | | (266,731) | | | 0 | |
| Credit risk contracts | | (36) | | | 0 | |
| Other | | 9,938 | | | 0 | |
| Total included in net investment gains (losses) | | $ | 146,722 | | | $ | 0 | |
| | | | | | | | | | | | | | |
| Derivative contracts designated as hedges | | Three Months Ended
March 31, |
| | 2021 | | 2020 |
| Insurance | | | | |
| Revenues: | | | | |
| Foreign currency forwards | | $ | 1,810 | | | $ | 0 | |
| Total included in net investment gains (losses) | | $ | 1,810 | | | $ | 0 | |
| Policy benefits and claims: | | | | |
| Interest rate swap | | $ | (8,403) | | | $ | 0 | |
| Total included in policy benefits and claims | | $ | (8,403) | | | $ | 0 | |
| Interest expense: | | | | |
| Interest rate swap | | $ | (24,776) | | | $ | 0 | |
| Total included in interest expense | | $ | (24,776) | | | $ | 0 | |
The amount of Global Atlantic's net derivative assets and liabilities after consideration of collateral received or pledged were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2021 | | Gross amount recognized | | Gross amounts offset in the statement of financial position(1) | | Net amounts presented in the statement of financial condition | | Collateral (received) / pledged | | Net amount after collateral |
| Derivative assets (excluding embedded derivatives) | | $ | 1,112,063 | | | $ | (168,931) | | | $ | 943,132 | | | $ | (804,042) | | | $ | 139,090 | |
| Derivative liabilities (excluding embedded derivatives) | | $ | 371,710 | | | $ | (168,919) | | | $ | 202,791 | | | $ | 0 | | | $ | 202,791 | |
(1)Represents netting of derivative exposures covered by qualifying master netting agreements.
Notes to Financial Statements (Continued)
9. FAIR VALUE MEASUREMENTS
The following tables summarize the valuation of assets and liabilities measured and reported at fair value by the fair value hierarchy. Investments classified as Equity Method - Other, for which the fair value option has not been elected, and Equity Method - Capital Allocation-Based Income have been excluded from the tables below.
| | | | | | | | | | | | | | March 31, 2021 |
| | March 31, 2020 | | Level I | | Level II | | Level III | | Total |
| | Level I | | Level II | | Level III | | Total | |
| Asset Management | | Asset Management | | | | | | | |
| Private Equity | $ | 1,159,820 |
| | $ | 1,281,628 |
| | $ | 9,349,448 |
| | $ | 11,790,896 |
| Private Equity | $ | 2,224,510 | | | $ | 2,045,965 | | | $ | 17,063,809 | | | $ | 21,334,284 | |
| Credit | — |
| | 1,611,295 |
| | 9,004,965 |
| | 10,616,260 |
| Credit | 0 | | | 2,306,865 | | | 9,385,881 | | | 11,692,746 | |
| Investments of Consolidated CFEs | — |
| | 13,327,186 |
| | — |
| | 13,327,186 |
| Investments of Consolidated CFEs | 0 | | | 19,163,155 | | | 0 | | | 19,163,155 | |
| Real Assets | — |
| | — |
| | 2,727,991 |
| | 2,727,991 |
| Real Assets | 0 | | | 228,073 | | | 6,879,217 | | | 7,107,290 | |
| Equity Method - Other | 134,562 |
| | 47,784 |
| | 1,352,346 |
| | 1,534,692 |
| Equity Method - Other | 534,811 | | | 40,612 | | | 1,041,780 | | | 1,617,203 | |
| Other Investments | 210,971 |
| | 203,188 |
| | 1,677,617 |
| | 2,091,776 |
| Other Investments | 440,791 | | | 117,993 | | | 2,473,365 | | | 3,032,149 | |
| Total Investments | 1,505,353 |
| | 16,471,081 |
| | 24,112,367 |
| | 42,088,801 |
| Total Investments | 3,200,112 | | | 23,902,663 | | | 36,844,052 | | | 63,946,827 | |
| | | | | | | | | |
| Foreign Exchange Contracts and Options | — |
| | 518,901 |
| | — |
| | 518,901 |
| Foreign Exchange Contracts and Options | 0 | | | 244,809 | | | 0 | | | 244,809 | |
| Other Derivatives | — |
| | 3,243 |
| | 44,368 |
| (1) | 47,611 |
| Other Derivatives | 0 | | | 0 | | | 3,401 | | (1) | 3,401 | |
| Total Assets | $ | 1,505,353 |
| | $ | 16,993,225 |
| | $ | 24,156,735 |
| | $ | 42,655,313 |
| |
| Total Assets at Fair Value - Asset Management | | Total Assets at Fair Value - Asset Management | $ | 3,200,112 | | | $ | 24,147,472 | | | $ | 36,847,453 | | | $ | 64,195,037 | |
| | | | | | | | | |
| | Insurance | | Insurance | | | | | | | |
| AFS fixed maturity securities: | | AFS fixed maturity securities: | |
| U.S. government and agencies | | U.S. government and agencies | $ | 1,251,930 | | | $ | 75,761 | | | $ | 0 | | | $ | 1,327,691 | |
| U.S. state, municipal and political subdivisions | | U.S. state, municipal and political subdivisions | 0 | | | 4,588,645 | | | 0 | | | 4,588,645 | |
| Corporate | | Corporate | 0 | | | 30,215,165 | | | 3,739,530 | | | 33,954,695 | |
| Structured securities | | Structured securities | 0 | | | 20,198,978 | | | 193,106 | | | 20,392,084 | |
| Total AFS fixed maturity securities | | Total AFS fixed maturity securities | 1,251,930 | | | 55,078,549 | | | 3,932,636 | | | 60,263,115 | |
| Trading fixed maturity securities: | | Trading fixed maturity securities: | |
| U.S. government and agencies | | U.S. government and agencies | 159,557 | | | 78,237 | | | 0 | | | 237,794 | |
| U..S. state, municipal and political subdivisions | | U..S. state, municipal and political subdivisions | 0 | | | 694,926 | | | 0 | | | 694,926 | |
| Corporate | | Corporate | 0 | | | 7,475,680 | | | 726,078 | | | 8,201,758 | |
| Structured securities | | Structured securities | 0 | | | 1,470,744 | | | 22,533 | | | 1,493,277 | |
| Total trading fixed maturity securities | | Total trading fixed maturity securities | 159,557 | | | 9,719,587 | | | 748,611 | | | 10,627,755 | |
| Equity securities | | Equity securities | 45,592 | | | 0 | | | 69,985 | | | 115,577 | |
Mortgage and other loan receivables(2) | | Mortgage and other loan receivables(2) | 0 | | | 0 | | | 1,183,074 | | | 1,183,074 | |
Other investments(3) | | Other investments(3) | 0 | | | 0 | | | 444,882 | | | 444,882 | |
| Funds withheld receivable at interest | | Funds withheld receivable at interest | 0 | | | 0 | | | 55,883 | | | 55,883 | |
| Reinsurance recoverable | | Reinsurance recoverable | 0 | | | 0 | | | 1,317,962 | | | 1,317,962 | |
| Derivative assets: | | Derivative assets: | |
| Equity market contracts | | Equity market contracts | 65,730 | | | 951,863 | | | 0 | | | 1,017,593 | |
| Interest rate contracts | | Interest rate contracts | 14,772 | | | 72,897 | | | 0 | | | 87,669 | |
| | Foreign currency contracts | | Foreign currency contracts | 0 | | | 6,801 | | | 0 | | | 6,801 | |
Impact of netting(4) | | Impact of netting(4) | (31,433) | | | (137,498) | | | 0 | | | (168,931) | |
| Total derivative assets | | Total derivative assets | 49,069 | | | 894,063 | | | 0 | | | 943,132 | |
| Separate account assets | | Separate account assets | 5,470,087 | | | 0 | | | 0 | | | 5,470,087 | |
| Total Assets at Fair Value - Insurance | | Total Assets at Fair Value - Insurance | $ | 6,976,235 | | | $ | 65,692,199 | | | $ | 7,753,033 | | | $ | 80,421,467 | |
| | Total Assets at Fair Value | | Total Assets at Fair Value | $ | 10,176,347 | | | $ | 89,839,671 | | | $ | 44,600,486 | | | $ | 144,616,504 | |
|
| | | | | | | | | | | | | | | |
| | December 31, 2019 |
| | Level I | | Level II | | Level III | | Total |
| Private Equity | $ | 1,393,654 |
| | $ | 1,658,264 |
| | $ | 9,871,682 |
| | $ | 12,923,600 |
|
| Credit | — |
| | 1,320,380 |
| | 9,217,759 |
| | 10,538,139 |
|
| Investments of Consolidated CFEs | — |
| | 14,948,237 |
| | — |
| | 14,948,237 |
|
| Real Assets | — |
| | — |
| | 3,567,944 |
| | 3,567,944 |
|
| Equity Method - Other | 228,999 |
| | 49,511 |
| | 1,656,045 |
| | 1,934,555 |
|
| Other Investments | 431,084 |
| | 196,192 |
| | 2,154,755 |
| | 2,782,031 |
|
| Total Investments | 2,053,737 |
| | 18,172,584 |
| | 26,468,185 |
| | 46,694,506 |
|
| | | | | | | | |
| Foreign Exchange Contracts and Options | — |
| | 188,572 |
| | — |
| | 188,572 |
|
| Other Derivatives | — |
| | 1,333 |
| | 21,806 |
| (1) | 23,139 |
|
| Total Assets | $ | 2,053,737 |
| | $ | 18,362,489 |
| | $ | 26,489,991 |
| | $ | 46,906,217 |
|
| |
(1) | Includes derivative assets that were valued using a third-party valuation firm. The approach used to estimate the fair value of these derivative assets was generally the discounted cash flow method, which includes consideration of the current portfolio, projected portfolio construction, projected portfolio realizations, portfolio volatility (based on the volatility, correlation, and size of each underlying asset class), and the discounting of future cash flows to the reporting date. |
Notes to Financial Statements (Continued)
| | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2020 |
| | Level I | | Level II | | Level III | | Total |
| Asset Management | | | | | | | |
| Private Equity | $ | 2,758,396 | | | $ | 2,476,823 | | | $ | 15,234,904 | | | $ | 20,470,123 | |
| Credit | 0 | | | 2,031,057 | | | 9,172,848 | | | 11,203,905 | |
| Investments of Consolidated CFEs | 0 | | | 17,706,976 | | | 0 | | | 17,706,976 | |
| Real Assets | 0 | | | 172,043 | | | 5,924,575 | | | 6,096,618 | |
| Equity Method - Other | 485,988 | | | 7,254 | | | 1,014,378 | | | 1,507,620 | |
| Other Investments | 434,481 | | | 88,760 | | | 2,341,981 | | | 2,865,222 | |
| Total Investments | 3,678,865 | | | 22,482,913 | | | 33,688,686 | | | 59,850,464 | |
| | | | | | | |
| Foreign Exchange Contracts and Options | 0 | | | 250,398 | | | 0 | | | 250,398 | |
| Other Derivatives | 442 | | | 729 | | | 6,668 | | (1) | 7,839 | |
| Total Assets at Fair Value - Asset Management | $ | 3,679,307 | | | $ | 22,734,040 | | | $ | 33,695,354 | | | $ | 60,108,701 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Total Assets at Fair Value | $ | 3,679,307 | | | $ | 22,734,040 | | | $ | 33,695,354 | | | $ | 60,108,701 | |
| | | | | | | |
(1)Includes derivative assets that were valued using a third-party valuation firm. The approach used to estimate the fair value of these derivative assets was generally the discounted cash flow method, which includes consideration of the current portfolio, projected portfolio construction, projected portfolio realizations, portfolio volatility (based on the volatility, correlation, and size of each underlying asset class), and the discounting of future cash flows to the reporting date.
(2)Includes related party balance of $575.6 million in Level 3 for mortgage and other loan receivables.
(3)Other investments excluded from the fair value hierarchy include certain real estate and private equity funds for which fair value is measured at net asset value per share as a practical expedient. As of March 31, 2021, the fair value of these investments was $113.5 million.
(4)Represents netting of derivative exposures covered by qualifying master netting agreements.
Notes to Financial Statements (Continued)
Liabilities, at fair value:
| | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2021 |
| | Level I | | Level II | | Level III | | Total |
| Asset Management | | | | | | | |
| Securities Sold Short | $ | 243,524 | | | $ | 0 | | | $ | 0 | | | $ | 243,524 | |
| Foreign Exchange Contracts and Options | 0 | | | 529,962 | | | 0 | | | 529,962 | |
| Unfunded Revolver Commitments | 0 | | | 0 | | | 35,637 | | (1) | 35,637 | |
| Other Derivatives | 0 | | | 94,132 | | | 0 | | | 94,132 | |
| Debt Obligations of Consolidated CFEs | 0 | | | 18,640,854 | | | 0 | | | 18,640,854 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Total Liabilities at Fair Value - Asset Management | $ | 243,524 | | | $ | 19,264,948 | | | $ | 35,637 | | | $ | 19,544,109 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Insurance | | | | | | | |
| Policy liabilities | $ | 0 | | | $ | 0 | | | $ | 565,642 | | | $ | 565,642 | |
| Closed block policy liabilities | 0 | | | 0 | | | 1,366,879 | | | 1,366,879 | |
| Funds withheld payable at interest | 0 | | | 0 | | | (313,230) | | | (313,230) | |
| Derivative instruments payable: | | | | | | | |
| Equity market contracts | 17,100 | | | 134,229 | | | 0 | | | 151,329 | |
| Interest rate contracts | 51,086 | | | 164,873 | | | 0 | | | 215,959 | |
| Foreign currency contracts | 0 | | | 2,753 | | | 0 | | | 2,753 | |
| Credit contracts | 0 | | | 1,669 | | | 0 | | | 1,669 | |
Impact of netting(2) | (31,433) | | | (137,486) | | | 0 | | | (168,919) | |
| Total derivative instruments payable | 36,753 | | | 166,038 | | | 0 | | | 202,791 | |
| | | | | | | |
| Embedded derivative – indexed universal life products | 0 | | | 0 | | | 434,242 | | | 434,242 | |
| Embedded derivative – annuity products | 0 | | | 0 | | | 984,910 | | | 984,910 | |
| Total Liabilities at Fair Value - Insurance | $ | 36,753 | | | $ | 166,038 | | | $ | 3,038,443 | | | $ | 3,241,234 | |
| | | | | | | |
| Total Liabilities at Fair Value | $ | 280,277 | | | $ | 19,430,986 | | | $ | 3,074,080 | | | $ | 22,785,343 | |
| | | | | | | | | | | | | | December 31, 2020 |
| | March 31, 2020 | | Level I | | Level II | | Level III | | Total |
| | Level I | | Level II | | Level III | | Total | |
| Asset Management | | Asset Management | | | | | | | |
| Securities Sold Short | $ | 115,984 |
| | $ | — |
| | $ | — |
| | $ | 115,984 |
| Securities Sold Short | $ | 281,826 | | | $ | 0 | | | $ | 0 | | | $ | 281,826 | |
| Foreign Exchange Contracts and Options | — |
| | 20,258 |
| | — |
| | 20,258 |
| Foreign Exchange Contracts and Options | 0 | | | 551,728 | | | 0 | | | 551,728 | |
| Unfunded Revolver Commitments | — |
| | — |
| | 70,597 |
| (1) | 70,597 |
| Unfunded Revolver Commitments | 0 | | | 0 | | | 46,340 | | (1) | 46,340 | |
| Other Derivatives | — |
| | 60,460 |
| | — |
| | 60,460 |
| Other Derivatives | 76,930 | | | 50,020 | | | 0 | | | 126,950 | |
| Debt Obligations of Consolidated CFEs | — |
| | 13,130,703 |
| | — |
| | 13,130,703 |
| Debt Obligations of Consolidated CFEs | 0 | | | 17,372,740 | | | 0 | | | 17,372,740 | |
| Total Liabilities | $ | 115,984 |
| | $ | 13,211,421 |
| | $ | 70,597 |
| | $ | 13,398,002 |
| |
| Total Liabilities at Fair Value - Asset Management | | Total Liabilities at Fair Value - Asset Management | $ | 358,756 | | | $ | 17,974,488 | | | $ | 46,340 | | | $ | 18,379,584 | |
| | | Total Liabilities at Fair Value | | Total Liabilities at Fair Value | $ | 358,756 | | | $ | 17,974,488 | | | $ | 46,340 | | | $ | 18,379,584 | |
(1)These unfunded revolver commitments are classified as Level III within the fair value hierarchy and valued using the same valuation methodologies as KKR's Level III credit investments.
|
| | | | | | | | | | | | | | | |
| | December 31, 2019 |
| | Level I | | Level II | | Level III | | Total |
| Securities Sold Short | $ | 251,223 |
| | $ | — |
| | $ | — |
| | $ | 251,223 |
|
| Foreign Exchange Contracts and Options | — |
| | 39,364 |
| | — |
| | 39,364 |
|
| Unfunded Revolver Commitments | — |
| | — |
| | 75,842 |
| (1) | 75,842 |
|
| Other Derivatives | — |
| | 34,174 |
| | — |
| | 34,174 |
|
| Debt Obligations of Consolidated CFEs | — |
| | 14,658,137 |
| | — |
| | 14,658,137 |
|
| Total Liabilities | $ | 251,223 |
| | $ | 14,731,675 |
| | $ | 75,842 |
| | $ | 15,058,740 |
|
| |
(1) | These unfunded revolver commitments are classified as Level III within the fair value hierarchy and valued using the same valuation methodologies as KKR's Level III credit investments. |
Notes to Financial Statements (Continued)
The following tables summarize changes in investmentsassets and debt obligationsliabilities measured and reported at fair value for which Level III inputs have been used to determine fair value for the three months ended March 31, 2021 and 2020, respectively except for financial instruments held by Global Atlantic and 2019, respectively: acquired by KKR on the GA Acquisition Date which represents activity for the two months beginning February 1, 2021. The format of the tables has been modified to include the insurance assets and liabilities and, as such, the prior period presentation has been modified accordingly.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2020 |
| | Level III Investments |
| | Private
Equity | | Credit | | Real Assets | | Equity Method - Other | | Other Investments | | Total |
| Balance, Beg. of Period | $ | 9,871,682 |
| | $ | 9,217,759 |
| | $ | 3,567,944 |
| | $ | 1,656,045 |
| | $ | 2,154,755 |
| | $ | 26,468,185 |
|
| Transfers In / (Out) Due to Changes in Consolidation | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Transfers In | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Transfers Out | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Asset Purchases / Debt Issuances | 114,099 |
| | 1,227,138 |
| | 168,640 |
| | 2,098 |
| | 87,224 |
| | 1,599,199 |
|
| Sales / Paydowns | — |
| | (620,645 | ) | | (210,941 | ) | | — |
| | (26,782 | ) | | (858,368 | ) |
| Settlements | — |
| | (39,473 | ) | | — |
| | — |
| | — |
| | (39,473 | ) |
| Net Realized Gains (Losses) | — |
| | (20,450 | ) | | 53,363 |
| | — |
| | (9,057 | ) | | 23,856 |
|
| Net Unrealized Gains (Losses) | (636,333 | ) | | (737,333 | ) | | (851,015 | ) | | (305,797 | ) | | (528,523 | ) | | (3,059,001 | ) |
| Change in Other Comprehensive Income | — |
| | (22,031 | ) | | — |
| | — |
| | — |
| | (22,031 | ) |
| Balance, End of Period | $ | 9,349,448 |
| | $ | 9,004,965 |
| | $ | 2,727,991 |
| | $ | 1,352,346 |
| | $ | 1,677,617 |
| | $ | 24,112,367 |
|
| | | | | | | | | | | | |
| Changes in Net Unrealized Gains (Losses) Included in Net Gains (Losses) from Investment Activities related to Level III Assets and Liabilities still held as of the Reporting Date | $ | (636,333 | ) | | $ | (750,837 | ) | | $ | (844,905 | ) | | $ | (305,797 | ) | | $ | (528,523 | ) | | $ | (3,066,395 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2021 | |
| Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Issuances/Sales/Settlements | Net Unrealized and Realized Gains (Losses) | Change in OCI | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date | Changes in Net Unrealized Gains (Losses) Included in OCI related to Level III Assets and Liabilities still held as of the Reporting Date |
| Assets | | | | | | | | | | |
| Asset Management | | | | | | | | | | |
| Private Equity | $ | 15,234,904 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 130,309 | | $ | 1,698,596 | | $ | 0 | | $ | 17,063,809 | | $ | 1,622,804 | | $ | 0 | |
| Credit | 9,172,848 | | (1,021) | | 86,135 | | 0 | | 92,140 | | 33,640 | | 2,139 | | 9,385,881 | | 61,774 | | 2,139 | |
| Real Assets | 5,924,575 | | 0 | | 0 | | 0 | | 696,345 | | 258,297 | | 0 | | 6,879,217 | | 231,898 | | 0 | |
| Equity Method - Other | 1,014,378 | | 0 | | 0 | | 0 | | (153,840) | | 181,242 | | 0 | | 1,041,780 | | 180,258 | | 0 | |
| Other Investments | 2,341,981 | | (2,879) | | 0 | | (105,644) | | 63,054 | | 176,853 | | 0 | | 2,473,365 | | 214,879 | | 0 | |
| Other Derivatives | 6,668 | | 0 | | 0 | | 0 | | 3,574 | | (6,841) | | 0 | | 3,401 | | (6,841) | | 0 | |
| Total Assets - Asset Management | 33,695,354 | | (3,900) | | 86,135 | | (105,644) | | 831,582 | | 2,341,787 | | 2,139 | | 36,847,453 | | 2,304,772 | | 2,139 | |
| | | | | | | | | | |
| Insurance | | | | | | | | | | |
| AFS fixed maturity securities: | | | | | | | | | | |
| | | | | | | | | | |
| Corporate fixed maturity securities | 3,519,368 | | 0 | | 0 | | 0 | | 244,578 | | 0 | | (24,416) | | 3,739,530 | | 0 | | (22,210) | |
| Structured securities | 197,983 | | 0 | | 0 | | 0 | | (1,692) | | 0 | | (3,185) | | 193,106 | | 0 | | 474 | |
| Total AFS fixed maturity securities | 3,717,351 | | 0 | | 0 | | 0 | | 242,886 | | 0 | | (27,601) | | 3,932,636 | | 0 | | (21,736) | |
| Trading fixed maturity securities: | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Corporate fixed maturity securities | 674,380 | | 0 | | 0 | | 0 | | 55,699 | | (4,001) | | 0 | | 726,078 | | (3,600) | | 0 | |
| Structured securities | 14,661 | | 0 | | 0 | | 0 | | 8,055 | | (183) | | 0 | | 22,533 | | (222) | | 0 | |
| Total trading fixed maturity securities | 689,041 | | 0 | | 0 | | 0 | | 63,754 | | (4,184) | | 0 | | 748,611 | | (3,822) | | 0 | |
| Equity securities | 66,660 | | 0 | | 0 | | 0 | | 0 | | 3,325 | | 0 | | 69,985 | | 3,325 | | 0 | |
| Mortgage and other loan receivables | 929,855 | | 0 | | 0 | | 0 | | 247,719 | | 5,500 | | 0 | | 1,183,074 | | 6,322 | | 0 | |
| Other investments | 443,824 | | 0 | | 0 | | 0 | | 0 | | 1,058 | | 0 | | 444,882 | | 6,092 | | 0 | |
| Funds withheld receivable at interest | 0 | | 0 | | 0 | | 0 | | 334 | | 55,549 | | 0 | | 55,883 | | 0 | | 0 | |
| Reinsurance recoverable | 0 | | 0 | | 0 | | 0 | | 0 | | 1,317,962 | | 0 | | 1,317,962 | | 0 | | 0 | |
| Total Assets - Insurance | 5,846,731 | | 0 | | 0 | | 0 | | 554,693 | | 1,379,210 | | (27,601) | | 7,753,033 | | 11,917 | | (21,736) | |
| | | | | | | | | | |
| Total | $ | 39,542,085 | | $ | (3,900) | | $ | 86,135 | | $ | (105,644) | | $ | 1,386,275 | | $ | 3,720,997 | | $ | (25,462) | | $ | 44,600,486 | | $ | 2,316,689 | | $ | (19,597) | |
Notes to Financial Statements (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2020 |
| Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Issuances/Sales/Settlements | Net Unrealized and Realized Gains (Losses) | Change in OCI | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date |
| Assets | | | | | | | | | |
| Asset Management | | | | | | | | | |
| Private Equity | $ | 9,871,682 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 114,099 | | $ | (636,333) | | $ | 0 | | $ | 9,349,448 | | $ | (636,333) | |
| Credit | 9,217,759 | | 0 | | 0 | | 0 | | 567,020 | | (757,783) | | (22,031) | | 9,004,965 | | (750,837) | |
| Real Assets | 3,567,944 | | 0 | | 0 | | 0 | | (42,301) | | (797,652) | | 0 | | 2,727,991 | | (844,905) | |
| Equity Method - Other | 1,656,045 | | 0 | | 0 | | 0 | | 2,098 | | (305,797) | | 0 | | 1,352,346 | | (305,797) | |
| Other Investments | 2,154,755 | | 0 | | 0 | | 0 | | 60,442 | | (537,580) | | 0 | | 1,677,617 | | (528,523) | |
| Other Derivatives | 21,806 | | 0 | | 0 | | 0 | | (1,360) | | 23,922 | | 0 | | 44,368 | | 24,438 | |
| Total Assets - Asset Management | $ | 26,489,991 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 699,998 | | $ | (3,011,223) | | $ | (22,031) | | $ | 24,156,735 | | $ | (3,041,957) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
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| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
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| | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2019 | | |
| | Level III Investments | | Level III
Debt Obligations |
| | Private Equity | | Credit | | Investments of Consolidated CFEs | | Real Assets | | Equity Method - Other | | Other Investments | | Total | | Debt Obligations of Consolidated CFEs |
| Balance, Beg. of Period | $ | 6,128,583 |
| | $ | 6,764,730 |
| | $ | 2,082,545 |
| | $ | 3,157,954 |
| | $ | 1,503,022 |
| | $ | 2,116,586 |
| | $ | 21,753,420 |
| | $ | 1,876,783 |
|
| Transfers In / (Out) Due to Changes in Consolidation | — |
| | (1,598 | ) | | — |
| | — |
| | — |
| | (42,864 | ) | | (44,462 | ) | | — |
|
| Transfers In | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Transfers Out | (56,029 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (56,029 | ) | | — |
|
| Asset Purchases / Debt Issuances | 409,621 |
| | 811,957 |
| | — |
| | 67,302 |
| | 137,909 |
| | 95,135 |
| | 1,521,924 |
| | — |
|
| Sales / Paydowns | (99,603 | ) | | (1,028,063 | ) | | (38,295 | ) | | (130,571 | ) | | (41,126 | ) | | (27,433 | ) | | (1,365,091 | ) | | — |
|
| Settlements | — |
| | 20,815 |
| | — |
| | — |
| | — |
| | — |
| | 20,815 |
| | (2,731 | ) |
| Net Realized Gains (Losses) | 68,568 |
| | (15,198 | ) | | — |
| | 29,547 |
| | 11,626 |
| | 2,121 |
| | 96,664 |
| | — |
|
| Net Unrealized Gains (Losses) | 380,406 |
| | (24,806 | ) | | 39,485 |
| | 89,581 |
| | 38,748 |
| | (79,595 | ) | | 443,819 |
| | 40,519 |
|
| Change in Other Comprehensive Income | — |
| | 2,642 |
| | — |
| | — |
| | — |
| | — |
| | 2,642 |
| | — |
|
| Balance, End of Period | $ | 6,831,546 |
| | $ | 6,530,479 |
| | $ | 2,083,735 |
| | $ | 3,213,813 |
| | $ | 1,650,179 |
| | $ | 2,063,950 |
| | $ | 22,373,702 |
| | $ | 1,914,571 |
|
| | | | | | | | | | | | | | | | |
| Changes in Net Unrealized Gains (Losses) Included in Net Gains (Losses) from Investment Activities related to Level III Assets and Liabilities still held as of the Reporting Date | $ | 442,672 |
| | $ | (31,282 | ) | | $ | 39,485 |
| | $ | 92,900 |
| | $ | 49,140 |
| | $ | (79,347 | ) | | $ | 513,568 |
| | $ | 40,519 |
|
Notes to Financial Statements (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2021 | | Three Months Ended March 31, 2020 |
| Purchases | Issuances | Sales | Settlements | Net Purchases/Issuances/Sales/Settlements | | Purchases | Sales | Settlements | Net Purchases/Issuances/Sales/Settlements |
| Assets | | | | | | | | | | |
| Asset Management | | | | | | | | | | |
| Private Equity | $ | 221,344 | | $ | 0 | | $ | (91,035) | | $ | 0 | | $ | 130,309 | | | $ | 114,099 | | $ | 0 | | $ | 0 | | $ | 114,099 | |
| Credit | 1,120,791 | | 0 | | (1,028,651) | | 0 | | 92,140 | | | 1,227,138 | | (620,645) | | (39,473) | | 567,020 | |
| Real Assets | 924,320 | | 0 | | (227,975) | | 0 | | 696,345 | | | 168,640 | | (210,941) | | 0 | | (42,301) | |
| Equity Method - Other | 144 | | 0 | | (153,984) | | 0 | | (153,840) | | | 2,098 | | 0 | | 0 | | 2,098 | |
| Other Investments | 89,502 | | 0 | | (26,448) | | 0 | | 63,054 | | | 87,224 | | (26,782) | | 0 | | 60,442 | |
| Other Derivatives | 3,574 | | 0 | | 0 | | 0 | | 3,574 | | | 0 | | (1,360) | | 0 | | (1,360) | |
| Total Assets - Asset Management | 2,359,675 | | 0 | | (1,528,093) | | 0 | | 831,582 | | | 1,599,199 | | (859,728) | | (39,473) | | 699,998 | |
| | | | | | | | | | |
| Insurance | | | | | | | | | | |
| AFS fixed maturity securities: | | | | | | | | | | |
| | | | | | | | | | |
| Corporate fixed maturity securities | $ | 287,638 | | 0 | | $ | (3,299) | | $ | (39,761) | | 244,578 | | | 0 | | 0 | | 0 | | 0 | |
| Structured securities | 10 | | 0 | | 0 | | (1,702) | | (1,692) | | | 0 | | 0 | | 0 | | 0 | |
| Total AFS fixed maturity securities | 287,648 | | 0 | | (3,299) | | (41,463) | | 242,886 | | | 0 | | 0 | | 0 | | 0 | |
| Trading fixed maturity securities: | | | | | | | | | | |
| Corporate fixed maturity securities | 57,451 | | 0 | | 0 | | (1,752) | | 55,699 | | | 0 | | 0 | | 0 | | 0 | |
| Structured securities | 8,110 | | 0 | | 0 | | (55) | | 8,055 | | | 0 | | 0 | | 0 | | 0 | |
| Total trading fixed maturity securities | 65,561 | | 0 | | 0 | | (1,807) | | 63,754 | | | 0 | | 0 | | 0 | | 0 | |
| Mortgage and other loan receivables | 254,995 | | 0 | | (5,076) | | (2,200) | | 247,719 | | | 0 | | 0 | | 0 | | 0 | |
| | | | | | | | | | |
| Funds withheld receivable at interest | 0 | | 334 | | 0 | | 0 | | 334 | | | 0 | | 0 | | 0 | | 0 | |
| | | | | | | | | | |
| Total Assets - Insurance | 608,204 | | 334 | | (8,375) | | (45,470) | | 554,693 | | | 0 | | 0 | | 0 | | 0 | |
| | | | | | | | | | |
| Total | $ | 2,967,879 | | $ | 334 | | $ | (1,536,468) | | $ | (45,470) | | $ | 1,386,275 | | | $ | 1,599,199 | | $ | (859,728) | | $ | (39,473) | | $ | 699,998 | |
Notes to Financial Statements (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2021 |
| Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Sales/Settlements/Issuances | Net Unrealized and Realized Gains (Losses) | Change in OCI | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date |
| Liabilities | | | | | | | | | |
| Asset Management | | | | | | | | | |
| Unfunded Revolver Commitments | $ | 46,340 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 1,167 | | $ | (11,870) | | $ | 0 | | $ | 35,637 | | $ | (11,870) | |
| Total Liabilities - Asset Management | 46,340 | | 0 | | 0 | | 0 | | 1,167 | | (11,870) | | 0 | | 35,637 | | (11,870) | |
| | | | | | | | | |
| Insurance | | | | | | | | | |
| Policy liabilities | $ | 637,800 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | (72,158) | | $ | 0 | | $ | 565,642 | | $ | 0 | |
| Closed block policy liabilities | 1,395,746 | | 0 | | 0 | | 0 | | 0 | | (25,982) | | (2,885) | | 1,366,879 | | 0 | |
| Funds withheld payable at interest | 59,230 | | 0 | | 0 | | 0 | | 0 | | (372,460) | | 0 | | (313,230) | | 0 | |
| | | | | | | | | |
| Embedded derivative – indexed universal life products | 386,746 | | 0 | | 0 | | 0 | | (931) | | 48,427 | | 0 | | 434,242 | | 0 | |
| Embedded derivative – annuity products | 1,024,601 | | 0 | | 0 | | 0 | | 44,809 | | (84,500) | | 0 | | 984,910 | | 0 | |
| Total Liabilities - Insurance | 3,504,123 | | 0 | | 0 | | 0 | | 43,878 | | (506,673) | | (2,885) | | 3,038,443 | | 0 | |
| | | | | | | | | |
| Total | $ | 3,550,463 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 45,045 | | $ | (518,543) | | $ | (2,885) | | $ | 3,074,080 | | $ | (11,870) | |
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| Three Months Ended March 31, 2020 |
| Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Sales/Settlements/Issuances | Net Unrealized and Realized Gains (Losses) | Change in OCI | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date |
| Liabilities | | | | | | | | | |
| Asset Management | | | | | | | | | |
| Unfunded Revolver Commitments | $ | 75,842 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | (2,464) | | $ | (2,781) | | $ | 0 | | $ | 70,597 | | $ | (2,781) | |
| Total Liabilities - Asset Management | $ | 75,842 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | (2,464) | | $ | (2,781) | | $ | 0 | | $ | 70,597 | | $ | (2,781) | |
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Notes to Financial Statements (Continued)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2021 | | Three Months Ended March 31, 2020 |
| Issuances | Settlements | Net settlements/Issuances | | Issuances | Settlements | Net settlements/Issuances |
| Liabilities | | | | | | | |
| Asset Management | | | | | | | |
| Unfunded Revolver Commitments | $ | 1,167 | | $ | 0 | | $ | 1,167 | | | $ | 0 | | $ | (2,464) | | $ | (2,464) | |
| Total Liabilities - Asset Management | 1,167 | | 0 | | 1,167 | | | 0 | | (2,464) | | (2,464) | |
| | | | | | | |
| Insurance | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Embedded derivative – indexed universal life products | 5,607 | | (6,538) | | (931) | | | 0 | | 0 | | 0 | |
| Embedded derivative – annuity products | 44,809 | | 0 | | 44,809 | | | 0 | | 0 | | 0 | |
| Total Liabilities - Insurance | 50,416 | | (6,538) | | 43,878 | | | 0 | | 0 | | 0 | |
| | | | | | | |
| Total | $ | 51,583 | | $ | (6,538) | | $ | 45,045 | | | $ | 0 | | $ | (2,464) | | $ | (2,464) | |
Notes to Financial Statements (Continued)
Total realized and unrealized gains and losses recorded for Asset Management - Level III assets and liabilities are reported in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations while Insurance - Level III assets and liabilities are reported in Net Investment Gains and Policy Benefits and Claims in the accompanying consolidated statements of operations.
The following table presents additional information about valuation methodologies and significant unobservable inputs used for investmentsfinancial assets and liabilities that are measured and reported at fair value and categorized within Level III as of March 31, 2020:2021. Because input information includes only those items for which information is reasonably available, balances shown below may not equal total amounts reported for such Level 3 assets and liabilities:
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| Level III Assets | | Fair Value March 31, 2021 | | Valuation
Methodologies | | Unobservable Input(s) (1) | | Weighted Average (2) | | Range | | Impact to Valuation from an Increase in Input (3) |
| | | | | | | | | | | | |
ASSET
MANAGEMENT | | | | | | | | | | |
| | | | | | | | | | | | |
| Private Equity | | $ | 17,063,809 | | | | | | | | | | | |
| | | | | | | | | | | | |
| Private Equity | | $ | 14,016,147 | | | Inputs to market comparables, discounted cash flow and transaction price | | Illiquidity Discount | | 7.3% | | 5.0% - 15.0% | | Decrease |
| | | | | | Weight Ascribed to Market Comparables | | 31.1% | | 0.0% - 50.0% | | (4) |
| | | | | | Weight Ascribed to Discounted Cash Flow | | 68.0% | | 0.0% - 100.0% | | (5) |
| | | | | | Weight Ascribed to Transaction Price | | 0.9% | | 0.0% - 75.0% | | (6) |
| | | | | Market comparables | | Enterprise Value/LTM EBITDA Multiple | | 16.4x | | 8.8x - 29.3x | | Increase |
| | | | | Enterprise Value/Forward EBITDA Multiple | | 15.0x | | 8.3x - 20.1x | | Increase |
| | | | | Discounted cash flow | | Weighted Average Cost of Capital | | 9.2% | | 4.4% - 17.6% | | Decrease |
| | | | | | Enterprise Value/LTM EBITDA Exit Multiple | | 13.0x | | 6.0x - 18.0x | | Increase |
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| Growth Equity | | $ | 3,047,662 | | | Inputs to market comparables, discounted cash flow and milestones | | Illiquidity Discount | | 12.5% | | 10.0% - 45.0% | | Decrease |
| | | | | Weight Ascribed to Market Comparables | | 20.0% | | 0.0% - 100.0% | | (4) |
| | | | | Weight Ascribed to Discounted Cash Flow | | 0.2% | | 0.0% - 50.0% | | (5) |
| | | | | Weight Ascribed to Milestones | | 79.8% | | 0.0% - 100.0% | | (6) |
| | | | Scenario Weighting | | Base | | 70.9% | | 50.0% - 80.0% | | Increase |
| | | | | Downside | | 9.6% | | 0.0% - 25.0% | | Decrease |
| | | | | Upside | | 19.5% | | 0.0% - 35.0% | | Increase |
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| Credit | | $ | 9,385,881 | | | Yield Analysis | | Yield | | 5.6% | | 4.3% - 18.1% | | Decrease |
| | | | | Net Leverage | | 5.2x | | 0.2x - 22.0x | | Decrease |
| | | | | EBITDA Multiple | | 10.8x | | 0.8x - 30.0x | | Increase |
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| Real Assets | | $ | 6,879,217 | | | | | | | | | | | |
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| Energy | | $ | 2,293,765 | | | Inputs to market comparables and discounted cash flow | | Weight Ascribed to Market Comparables | | 46.6% | | 0.0% - 50.0% | | (4) |
| | | | | Weight Ascribed to Discounted Cash Flow | | 53.4% | | 50.0% - 100.0% | | (5) |
| | | | Market comparables | | Enterprise Value/LTM EBITDA Multiple | | 7.7x | | 7.4x - 7.8x | | Increase |
| | | | | Enterprise Value/Forward EBITDA Multiple | | 6.2x | | 6.0x - 9.0x | | Increase |
| | | | Discounted cash flow | | Weighted Average Cost of Capital | | 11.4% | | 10.4% - 14.3% | | Decrease |
| | | | | | Average Price Per BOE (8) | | $37.05 | | $34.56 - $39.43 | | Increase |
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Infrastructure
| | $ | 1,305,548 | | | Inputs to market comparables, discounted cash flow and transaction price | | Illiquidity Discount | | 6.7% | | 5.0% - 10.0% | | Decrease |
| | | | | Weight Ascribed to Market Comparables | | 4.0% | | 0.0% - 25.0% | | (4) |
| | | | | Weight Ascribed to Discounted Cash Flow | | 20.0% | | 0.0% - 100.0% | | (5) |
| | | | | Weight Ascribed to Transaction Price | | 76.0% | | 0.0% - 100.0% | | (6) |
| | | | Market comparables | | Enterprise Value/Forward EBITDA Multiple | | 10.5x | | 10.5x - 10.5x | | Increase |
| | | | Discounted cash flow | | Weighted Average Cost of Capital | | 7.7% | | 6.6% - 8.3% | | Decrease |
| | | | | Enterprise Value/LTM EBITDA Exit Multiple | | 10.0x | | 10.0x - 10.0x | | Increase |
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| Real Estate | | $ | 3,279,904 | | | Inputs to direct income capitalization and discounted cash flow | | Weight Ascribed to Direct Income Capitalization | | 15.6% | | 0.0% - 100.0% | | (7) |
| | | | | | Weight Ascribed to Discounted Cash Flow | | 70.4% | | 0.0% - 100.0% | | (5) |
| | | | | Weight Ascribed to Transaction Price | | 14.0% | | 0.0% - 100.0% | | (6) |
| | | | | Direct income capitalization | | Current Capitalization Rate | | 5.6% | | 3.8% - 7.9% | | Decrease |
| | | | | Discounted cash flow | | Unlevered Discount Rate | | 6.6% | | 5.2% - 18.0% | | Decrease |
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| | Fair Value March 31, 2020 | | Valuation Methodologies | | Unobservable Input(s) (1) | | Weighted Average (2) | | Range | | Impact to Valuation from an Increase in Input (3) |
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| Private Equity | $ | 9,349,448 |
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| Private Equity | $ | 7,190,415 |
| | Inputs to market comparables, discounted cash flow and transaction price | | Illiquidity Discount | | 6.7% | | 5.0% - 15.0% | | Decrease |
| | |
| | | Weight Ascribed to Market Comparables | | 29.0% | | 0.0% - 100.0% | | (4) |
| | |
| | | Weight Ascribed to Discounted Cash Flow | | 68.8% | | 0.0% - 100.0% | | (5) |
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| | | Weight Ascribed to Transaction Price | | 2.2% | | 0.0% - 100.0% | | (6) |
| | |
| | Market comparables | | Enterprise Value/LTM EBITDA Multiple | | 12.6x | | 5.5x - 20.6x | | Increase |
| | | | | Enterprise Value/Forward EBITDA Multiple | | 13.8x | | 5.0x - 23.4x | | Increase |
| | |
| | Discounted cash flow | | Weighted Average Cost of Capital | | 9.7% | | 6.2% - 15.9% | | Decrease |
| | |
| | | Enterprise Value/LTM EBITDA Exit Multiple | | 12.6x | | 6.0x - 15.0x | | Increase |
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| Growth Equity | $ | 2,159,033 |
| | Inputs to market comparables, discounted cash flow and milestones | | Illiquidity Discount | | 14.0% | | 10.0% - 40.0% | | Decrease |
| | | | | Weight Ascribed to Market Comparables | | 39.3% | | 0.0% - 100.0% | | (4) |
| | | | | Weight Ascribed to Discounted Cash Flow | | 0.2% | | 0.0% - 50.0% | | (5) |
| | | | | Weight Ascribed to Milestones | | 60.5% | | 0.0% - 100.0% | | (6) |
| | | | Scenario Weighting | | Base | | 60.6% | | 33.3% - 70.0% | | Increase |
| | | | | Downside | | 13.6% | | 5.0% - 45.0% | | Decrease |
| | | | | Upside | | 25.8% | | 5.0% - 45.0% | | Increase |
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| Credit | $ | 9,004,965 |
| | Yield Analysis | | Yield | | 5.9% | | 4.8% - 32.5% | | Decrease |
| | | | | Net Leverage | | 5.5x | | 0.6x - 14.9x | | Decrease |
| | | | | EBITDA Multiple | | 9.6x | | 0.1x - 24.0x | | Increase |
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| Real Assets | $ | 2,727,991 |
| (9) | | | | | | | | | |
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| Energy | $ | 1,083,195 |
| | Discounted cash flow | | Weighted Average Cost of Capital | | 11.8% | | 9.3% - 15.3% | | Decrease |
| | | | | | Average Price Per BOE (8) | | $33.66 | | $21.08 - $37.51 | | Increase |
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| Real Estate | $ | 1,477,470 |
| | Inputs to direct income capitalization and discounted cash flow | | Weight Ascribed to Direct Income Capitalization | | 30.1% | | 0.0% - 100.0% | | (7) |
| | |
| | | Weight Ascribed to Discounted Cash Flow | | 69.9% | | 0.0% - 100.0% | | (5) |
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| | Direct income capitalization | | Current Capitalization Rate | | 5.8% | | 4.3% - 7.9% | | Decrease |
| | |
| | Discounted cash flow | | Unlevered Discount Rate | | 7.6% | | 4.9% - 18.0% | | Decrease |
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| Equity Method - Other | $ | 1,352,346 |
| | Inputs to market comparables, discounted cash flow and transaction price | | Illiquidity Discount | | 10.1% | | 5.0% - 15.0% | | Decrease |
| | | | Weight Ascribed to Market Comparables | | 46.6% | | 0.0% - 100.0% | | (4) |
| | |
| | | Weight Ascribed to Discounted Cash Flow | | 45.0% | | 0.0% - 100.0% | | (5) |
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| | | Weight Ascribed to Transaction Price | | 8.4% | | 0.0% - 100.0% | | (6) |
| | |
| | Market comparables | | Enterprise Value/LTM EBITDA Multiple | | 11.1x | | 5.5x - 18.8x | | Increase |
| | | | | Enterprise Value/Forward EBITDA Multiple | | 12.2x | | 5.0x - 23.4x | | Increase |
| | |
| | Discounted cash flow | | Weighted Average Cost of Capital | | 8.7% | | 5.5% - 14.3% | | Decrease |
| | |
| | | Enterprise Value/LTM EBITDA Exit Multiple | | 10.9x | | 6.0x - 18.0x | | Increase |
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| Other Investments | $ | 1,677,617 |
| (10) | Inputs to market comparables, discounted cash flow and transaction price | | Illiquidity Discount | | 7.6% | | 0.0% - 20.0% | | Decrease |
| | | | Weight Ascribed to Market Comparables | | 30.8% | | 0.0% - 100.0% | | (4) |
| | | | | Weight Ascribed to Discounted Cash Flow | | 39.7% | | 0.0% - 100.0% | | (5) |
| | | | | Weight Ascribed to Transaction Price | | 29.5% | | 0.0% - 100.0% | | (6) |
| | | | Market comparables | | Enterprise Value/LTM EBITDA Multiple | | 9.2x | | 1.2x - 24.0x | | Increase |
| | | | | Enterprise Value/Forward EBITDA Multiple | | 9.2x | | 3.7x - 11.0x | | Increase |
| | | | Discounted cash flow | | Weighted Average Cost of Capital | | 13.6% | | 7.8% - 37.0% | | Decrease |
| | | | | Enterprise Value/LTM EBITDA Exit Multiple | | 9.1x | | 7.1x - 11.0x | | Increase |
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Notes to Financial Statements (Continued)
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| Level III Assets | | Fair Value March 31, 2021 | | Valuation
Methodologies | | Unobservable Input(s) (1) | | Weighted Average (2) | | Range | | Impact to Valuation from an Increase in Input (3) |
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| Equity Method - Other | | $ | 1,041,780 | | | Inputs to market comparables, discounted cash flow and transaction price | | Illiquidity Discount | | 9.5% | | 5.0% - 15.0% | | Decrease |
| | | | Weight Ascribed to Market Comparables | | 35.4% | | 0.0% - 60.0% | | (4) |
| | | | | | Weight Ascribed to Discounted Cash Flow | | 29.2% | | 0.0% - 100.0% | | (5) |
| | | | | | Weight Ascribed to Transaction Price | | 35.4% | | 0.0% - 100.0% | | (6) |
| | | | | Market comparables | | Enterprise Value/LTM EBITDA Multiple | | 12.5x | | 7.4x - 23.7x | | Increase |
| | | | | Enterprise Value/Forward EBITDA Multiple | | 12.7x | | 6.0x - 21.0x | | Increase |
| | | | | Discounted cash flow | | Weighted Average Cost of Capital | | 10.2% | | 6.2% - 18.1% | | Decrease |
| �� | | | | | Enterprise Value/LTM EBITDA Exit Multiple | | 10.9x | | 6.0x - 15.0x | | Increase |
| | | | | | | | | | | | |
| Other Investments | | $ | 2,473,365 | | (9) | Inputs to market comparables, discounted cash flow and transaction price | | Illiquidity Discount | | 10.2% | | 5.0% - 20.0% | | Decrease |
| | | | Weight Ascribed to Market Comparables | | 29.7% | | 0.0% - 100.0% | | (4) |
| | | | | Weight Ascribed to Discounted Cash Flow | | 41.1% | | 0.0% - 100.0% | | (5) |
| | | | | Weight Ascribed to Transaction Price | | 29.2% | | 0.0% - 100.0% | | (6) |
| | | | Market comparables | | Enterprise Value/LTM EBITDA Multiple | | 12.4x | | 1.5x - 30.0x | | Increase |
| | | | | Enterprise Value/Forward EBITDA Multiple | | 12.5x | | 1.3x - 27.0x | | Increase |
| | | | Discounted cash flow | | Weighted Average Cost of Capital | | 13.6% | | 7.6% - 25.0% | | Decrease |
| | | | | Enterprise Value/LTM EBITDA Exit Multiple | | 9.2x | | 5.0x - 11.0x | | Increase |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | |
| INSURANCE | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Corporate fixed maturity securities | | $ | 1,824,106 | | | Discounted cash flow | | Discount Spread | | 2.16% | | 0.04% - 4.97% | | Decrease |
| | | | | | | | | | | | |
| Structured securities | | $ | 175,626 | | | Discounted cash flow | | Discount Spread | | 2.63% | | 2.20% - 5.90% | | Decrease |
| | | | | | Constant Prepayment Rate | | 7.43% | | 5.00% - 15.00% | | Increase/Decrease |
| | | | | | Constant Default Rate | | 1.15% | | 1.00% - 2.50% | | Decrease |
| | | | | | Loss Severity | | | | 100% | | Decrease |
| | | | | | | | | | | | |
| Equity securities | | $ | 48,072 | | | Discounted cash flow | | Yield | | | | 17.50% | | Decrease |
| | | | | | | | | | | | |
| Other investments | | $ | 423,279 | | | Direct capitalization | | Current Capitalization Rate | | 5.52% | | 5.27% - 5.77% | | Increase |
| | | | | Vacancy rate | | | | 5.00% | | Decrease |
| | | | | | | | | | | | |
| Funds withheld receivable at interest | | $ | 55,883 | | | Discounted cash flow | | Duration/Weighted Average Life | | 10.14 years | | 0.0 years - 22.3 years | | Increase |
| | | | | Contractholder Persistency | | 6.38% | | 3.70% - 16.50% | | Increase |
| | | | | Nonperformance Risk | | | | 0.40% - 1.14% | | Decrease |
| | | | | | | | | | | | |
| Reinsurance recoverable | | $ | 1,317,962 | | | Present value of expenses paid from the open block plus the cost of capital held in support of the liabilities. | | Expense assumption | | | | The average expense assumption is between $10.40 and $78.00 per policy, increased by inflation. | | Increase |
| | | | Unobservable inputs are a market participant’s view of the expenses, a risk margin on the uncertainty of the level of expenses and a cost of capital on the capital held in support of the liabilities. | | Expense risk margin | | | | 9.42% | | Decrease |
| | | | | | Cost of capital | | | | 3.69% - 9.88% | | Increase |
| | | | Discounted cash flow | | Mortality Rate | | | | 2.55% | | Increase |
| | | | | Surrender Rate | | | | 5.33% | | Increase |
(1)In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. Management has determined that market participants would take these inputs into account when valuing the investments and debt obligations. LTM means last twelve months and EBITDA means earnings before interest, taxes, depreciation and amortization.
(2)Inputs were weighted based on the fair value of the investments included in the range.
Notes to Financial Statements (Continued)
(3)Unless otherwise noted, this column represents the directional change in the fair value of the Level III investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.
(4)The directional change from an increase in the weight ascribed to the market comparables approach would increase the fair value of the Level III investments if the market comparables approach results in a higher valuation than the discounted cash flow approach and transaction price. The opposite would be true if the market comparables approach results in a lower valuation than the discounted cash flow approach and transaction price.
(5)The directional change from an increase in the weight ascribed to the discounted cash flow approach would increase the fair value of the Level III investments if the discounted cash flow approach results in a higher valuation than the market comparables approach, transaction price and direct income capitalization approach. The opposite would be true if the discounted cash flow approach results in a lower valuation than the market comparables approach, transaction price and direct income capitalization approach.
(6)The directional change from an increase in the weight ascribed to the transaction price or milestones would increase the fair value of the Level III investments if the transaction price or milestones results in a higher valuation than the market comparables and discounted cash flow approach. The opposite would be true if the transaction price or milestones results in a lower valuation than the market comparables approach and discounted cash flow approach.
(7)The directional change from an increase in the weight ascribed to the direct income capitalization approach would increase the fair value of the Level III investments if the direct income capitalization approach results in a higher valuation than the discounted cash flow approach. The opposite would be true if the direct income capitalization approach results in a lower valuation than the discounted cash flow approach.
(8)The total energy fair value amount includes multiple investments (in multiple locations throughout North America) that are held in multiple investment funds and produce varying quantities of oil, condensate, natural gas liquids, and natural gas. Commodity price may be measured using a common volumetric equivalent where one barrel of oil equivalent ("BOE"), is determined using the ratio of six thousand cubic feet of natural gas to one barrel of oil, condensate or natural gas liquids. The price per BOE is provided to show the aggregate of all price inputs for the various investments over a common volumetric equivalent although the valuations for specific investments may use price inputs specific to the asset for purposes of our valuations. The discounted cash flows include forecasted production of liquids (oil, condensate, and natural gas liquids) and natural gas with a forecasted revenue ratio of approximately 84% liquids and 16% natural gas.
(9)Consists primarily of investments in common stock, preferred stock, warrants and options of companies that are not private equity, real assets, credit, equity method - other or investments of consolidated CFEs.
| |
(1) | In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. Management has determined that market participants would take these inputs into account when valuing the investments and debt obligations. LTM means last twelve months and EBITDA means earnings before interest, taxes, depreciation and amortization. |
| |
(2) | Inputs were weighted based on the fair value of the investments included in the range. |
| |
(3) | Unless otherwise noted, this column represents the directional change in the fair value of the Level III investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements. |
| |
(4) | The directional change from an increase in the weight ascribed to the market comparables approach would increase the fair value of the Level III investments if the market comparables approach results in a higher valuation than the discounted cash flow approach and transaction price. The opposite would be true if the market comparables approach results in a lower valuation than the discounted cash flow approach and transaction price. |
| |
(5) | The directional change from an increase in the weight ascribed to the discounted cash flow approach would increase the fair value of the Level III investments if the discounted cash flow approach results in a higher valuation than the market comparables approach, transaction price and direct income capitalization approach. The opposite would be true if the discounted cash flow approach results in a lower valuation than the market comparables approach, transaction price and direct income capitalization approach. |
| |
(6) | The directional change from an increase in the weight ascribed to the transaction price or milestones would increase the fair value of the Level III investments if the transaction price or milestones results in a higher valuation than the market comparables and discounted cash flow approach. The opposite would be true if the transaction price or milestones results in a lower valuation than the market comparables approach and discounted cash flow approach. |
| |
(7) | The directional change from an increase in the weight ascribed to the direct income capitalization approach would increase the fair value of the Level III investments if the direct income capitalization approach results in a higher valuation than the discounted cash flow approach. The opposite would be true if the direct income capitalization approach results in a lower valuation than the discounted cash flow approach. |
| |
(8) | The total energy fair value amount includes multiple investments (in multiple locations throughout North America) that are held in multiple investment funds and produce varying quantities of oil, condensate, natural gas liquids, and natural gas. Commodity price may be measured using a common volumetric equivalent where one barrel of oil equivalent ("BOE"), is determined using the ratio of six thousand cubic feet of natural gas to one barrel of oil, condensate or natural gas liquids. The price per BOE is provided to show the aggregate of all price inputs for the various investments over a common volumetric equivalent although the valuations for specific investments may use price inputs specific to the asset for purposes of our valuations. The discounted cash flows include forecasted production of liquids (oil, condensate, and natural gas liquids) and natural gas with a forecasted revenue ratio of approximately 88% liquids and 12% natural gas. |
| |
(9) | Includes one Infrastructure investment for $167.3 million that was valued using a market comparables and discounted cash flow analysis; weights ascribed were 25% and 75%, respectively. The significant inputs used in the market comparables approach included the Forward EBITDA multiple 9.9x. The significant inputs used in the discounted cash flow approach included the weighted average cost of capital 8.8% and the enterprise value/LTM EBITDA exit multiple 10.0x. |
| |
(10) | Consists primarily of investments in common stock, preferred stock, warrants and options of companies that are not private equity, real assets, credit, equity method - other or investments of consolidated CFEs. |
Notes to Financial Statements (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Level III Liabilities | | Fair Value March 31, 2021 | | Valuation
Methodologies | | Unobservable Input(s) (1) | | Weighted Average (2) | | Range | | Impact to Valuation from an Increase in Input (3) |
| | | | | | | | | | | | |
| ASSET MANAGEMENT | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Unfunded Revolver Commitments | | $ | 35,637 | | | Yield Analysis | | Yield | | 6.2% | | 4.6% - 7.9% | | Decrease |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | |
| INSURANCE | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Policy liabilities | | $ | 565,642 | | | Present value of best estimate liability cash flows. Unobservable inputs include a market participant view of the risk margin included in the discount rate which reflects the riskiness of the cash flows. | | Risk Margin Rate | | | | 0.40% - 1.34% | | Decrease |
| | | Policyholder behavior is also a significant unobservable input, including surrender and mortality. | | Surrender Rate | | | | 2.75% - 12.62% | | Increase |
| | | | | Mortality Rate | | | | 4.97% - 8.01% | | Increase |
| | | | | | | | | | | | |
| Closed block policy liabilities | | $ | 1,366,879 | | | Present value of expenses paid from the open block plus the cost of capital held in support of the liabilities. | | Expense assumption | | | | The average expense assumption is between $10.40 and $78.00 per policy, increased by inflation. | | Increase |
| | | Nonperformance Risk | | | | | | 0.40% - 1.14% | | Decrease |
| | | Unobservable inputs are a market participant’s view of the expenses, a risk margin on the uncertainty of the level of expenses and a cost of capital on the capital held in support of the liabilities. | | Expense Risk Margin | | | | 9.42% | | Decrease |
| | | | | Cost of Capital | | | | 3.69% - 9.88% | | Increase |
| | | Discounted cash flow | | Mortality Rate | | | | 2.55% | | Increase |
| | | | | Surrender Rate | | | | 5.33% | | Increase |
| | | | | | | | | | | | |
| Funds withheld payable at interest | | $ | (313,230) | | | Discounted cash flow | | Duration/Weighted Average Life | | 10.31 years | | 0.0 years - 19.4 years | | Decrease |
| | | | Contractholder Persistency | | 6.38% | | 3.70% - 16.50% | | Decrease |
| | | | | | Nonperformance Risk | | | | 0.40% - 1.14% | | Decrease |
| | | | | | | | | | | | |
| Embedded derivative – indexed universal life products | | $ | 434,242 | | | Policy persistency is a significant unobservable input. | | Lapse Rate | | | | 3.57% | | Decrease |
| | | | | Mortality Rate | | | | 0.68% | | Decrease |
| | | Future costs for options used to hedge the contract obligations | | Option Budge Assumption | | | | 3.55% | | Increase |
| | | | | Nonperformance Risk | | | | 0.40% - 1.14% | | Decrease |
| | | | | | | | | | | | |
| Embedded derivative – annuity products | | $ | 984,910 | | | Policyholder behavior is a significant unobservable input, including utilization and lapse. | | Utilization: | | | | | | |
| | | | | Fixed-indexed annuity | | 3.92% | | | | Decrease |
| | | | | Variable annuity | | 4.05% | | 2.19% - 31.35% | | Decrease |
| | | | | Surrender Rate: | | | | | | |
| | | | | Fixed-indexed annuity | | 10.21% | | | | Decrease |
| | | | | Variable annuity | | | | 4.12% - 39.66% | | Decrease |
| | | | | Mortality Rate | | | | | | |
| | | | | Fixed-indexed annuity | | 1.82% | | | | Decrease |
| | | | | Variable annuity | | | | 1.27% - 7.51% | | Decrease |
| | | Future costs for options used to hedge the contract obligations | | Option Budge Assumption: | | | | | | |
| | | | | Fixed-indexed annuity | | 1.74% | | | | Increase |
| | | | | Variable annuity | | n/a | | | | Increase |
| | | | | Nonperformance Risk | | | | 0.40% - 1.14% | | Decrease |
Notes to Financial Statements (Continued)
(1)In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. Management has determined that market participants would take these inputs into account when valuing the investments and debt obligations. LTM means last twelve months and EBITDA means earnings before interest, taxes, depreciation and amortization.
(2)Inputs were weighted based on the fair value of the investments included in the range.
(3)Unless otherwise noted, this column represents the directional change in the fair value of the Level III investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.
In the table above, certain private equity investments may be valued at cost for a period of time after an acquisition as the best indicator of fair value. In addition, certain valuations of private equity investments may be entirely or partially derived by reference to observable valuation measures for a pending or consummated transaction.
The various unobservable inputs used to determine the Level III valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements as noted in the table above.
Asset management financial instruments are primarily measured at fair value on a recurring basis, except as disclosed in Note 16 "Debt Obligations."
The following tables present carrying amounts and fair values of Global Atlantic’s financial instruments which are not carried at fair value as of March 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value Hierarchy | | |
| As of March 31, 2021 | | Carrying Value | | Level 1 | | Level 2 | | Level 3 | | Fair Value |
| ($ in thousands) | | | | | | | | | | |
| Financial assets: | | | | | | | | | | |
| Insurance | | | | | | | | | | |
| Mortgage and other loan receivables | | $ | 15,625,153 | | | $ | 0 | | | $ | 0 | | | $ | 15,838,840 | | | $ | 15,838,840 | |
| Policy loans | | 831,459 | | | 0 | | | 0 | | | 822,864 | | | 822,864 | |
| FHLB common stock and other investments | | 137,544 | | | 0 | | | 0 | | | 137,544 | | | 137,544 | |
| | | | | | | | | | |
| Funds withheld receivables at interest | | 3,038,954 | | | 0 | | | 3,038,954 | | | 0 | | | 3,038,954 | |
| Cash and cash equivalents | | 5,467,012 | | | 5,467,012 | | | 0 | | | 0 | | | 5,467,012 | |
| Restricted cash and cash equivalents | | 399,922 | | | 399,922 | | | 0 | | | 0 | | | 399,922 | |
| Total financial assets | | $ | 25,500,044 | | | $ | 5,866,934 | | | $ | 3,038,954 | | | $ | 16,799,248 | | | $ | 25,705,136 | |
| Financial liabilities: | | | | | | | | | | |
| Insurance | | | | | | | | | | |
| Policy liabilities | | $ | 19,680,466 | | | $ | 0 | | | $ | 18,017,494 | | | $ | 0 | | | $ | 18,017,494 | |
| Supplementary contracts without life contingencies | | 28,810 | | | 0 | | | 0 | | | 28,997 | | | 28,997 | |
| Funding agreements | | 3,171,978 | | | 0 | | | 658,921 | | | 2,562,203 | | | 3,221,124 | |
| Funds withheld payables at interest | | 13,759,393 | | | 0 | | | 13,759,393 | | | 0 | | | 13,759,393 | |
| Debt obligations | | 1,400,338 | | | 0 | | | 0 | | | 1,431,518 | | | 1,431,518 | |
| Securities sold under agreements to repurchase | | 300,729 | | | 0 | | | 300,729 | | | 0 | | | 300,729 | |
| Total financial liabilities | | $ | 38,341,714 | | | $ | 0 | | | $ | 32,736,537 | | | $ | 4,022,718 | | | $ | 36,759,255 | |
Notes to Financial Statements (Continued)
6.10. FAIR VALUE OPTION
The following table summarizes the financial instruments for which the fair value option has been elected:
| | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2021 | | December 31, 2020 | | | | | | | | | | | | |
| Assets | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Asset Management | | | | | | | | | | | | | | | |
| Credit | $ | 6,448,213 | | | $ | 5,958,958 | | | | | | | | | | | | | |
| Investments of Consolidated CFEs | 19,163,155 | | | 17,706,976 | | | | | | | | | | | | | |
| Real Assets | 234,689 | | | 177,240 | | | | | | | | | | | | | |
| Equity Method - Other | 1,617,203 | | | 1,507,620 | | | | | | | | | | | | | |
| Other Investments | 58,132 | | | 201,563 | | | | | | | | | | | | | |
| Total Asset Management | $ | 27,521,392 | | | $ | 25,552,357 | | | | | | | | | | | | | |
| Insurance | | | | | | | | | | | | | | | |
| Mortgage and other loan receivables | $ | 1,183,074 | | | $ | 0 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Other investments | 165,478 | | | 0 | | | | | | | | | | | | | |
| Reinsurance recoverable | 1,317,962 | | | 0 | | | | | | | | | | | | | |
| Total Insurance | $ | 2,666,514 | | | $ | 0 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Total Assets | $ | 30,187,906 | | | $ | 25,552,357 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | |
| Asset Management | | | | | | | | | | | | | | | |
| Debt Obligations of Consolidated CFEs | $ | 18,640,854 | | | $ | 17,372,740 | | | | | | | | | | | | | |
| Total Asset Management | 18,640,854 | | | 17,372,740 | | | | | | | | | | | | | |
| Insurance | | | | | | | | | | | | | | | |
| Policy liabilities | $ | 1,932,521 | | | $ | 0 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Total Insurance | $ | 1,932,521 | | | $ | 0 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Total Liabilities | $ | 20,573,375 | | | $ | 17,372,740 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | |
| | March 31, 2020 | | December 31, 2019 |
| Assets | | | |
| Private Equity | $ | — |
| | $ | — |
|
| Credit | 6,951,370 |
| | 6,451,765 |
|
| Investments of Consolidated CFEs | 13,327,186 |
| | 14,948,237 |
|
| Real Assets | 181,257 |
| | 222,488 |
|
| Equity Method - Other | 1,534,692 |
| | 1,934,555 |
|
| Other Investments | 380,744 |
| | 395,637 |
|
| Total | $ | 22,375,249 |
| | $ | 23,952,682 |
|
| | | | |
| Liabilities | | | |
| Debt Obligations of Consolidated CFEs | $ | 13,130,703 |
| | $ | 14,658,137 |
|
| Total | $ | 13,130,703 |
| | $ | 14,658,137 |
|
Notes to Financial Statements (Continued)
The following table presents the net realized and unrealized gains (losses) on financial instruments for which the fair value option was elected:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, 2021 | | Three Months Ended
March 31, 2020 | | | | | | |
| | Net Realized Gains (Losses) | | Net Unrealized Gains (Losses) | | Total | | Net Realized
Gains (Losses) | | Net Unrealized
Gains (Losses) | | Total | | | | | | | | | | |
| Assets | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Asset Management | | | | | | | | | | | | | | | | | | | | | | |
| Credit | | (15,689) | | | (18,745) | | | (34,434) | | | (25,855) | | | (188,408) | | | (214,263) | | | | | | | | | | | |
| Investments of Consolidated CFEs | | (2,628) | | | 128,143 | | | 125,515 | | | (40,852) | | | (2,112,541) | | | (2,153,393) | | | | | | | | | | | |
| Real Assets | | 47 | | | 727 | | | 774 | | | 0 | | | (46,098) | | | (46,098) | | | | | | | | | | | |
| Equity Method - Other | | 984 | | | 229,081 | | | 230,065 | | | 0 | | | (412,218) | | | (412,218) | | | | | | | | | | | |
| Other Investments | | 5,050 | | | 7,004 | | | 12,054 | | | (5,934) | | | (6,117) | | | (12,051) | | | | | | | | | | | |
| Total Asset Management | | $ | (12,236) | | | $ | 346,210 | | | $ | 333,974 | | | $ | (72,641) | | | $ | (2,765,382) | | | $ | (2,838,023) | | | | | | | | | | | |
| Insurance | | | | | | | | | | | | | | | | | | | | | | |
| Mortgage and other loan receivables | | 0 | | | 7,561 | | | 7,561 | | | 0 | | | 0 | | | 0 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Other investments | | 0 | | | 3,866 | | | 3,866 | | | 0 | | | 0 | | | 0 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Total Insurance | | $ | 0 | | | $ | 11,427 | | | $ | 11,427 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Total Assets | | $ | (12,236) | | | $ | 357,637 | | | $ | 345,401 | | | $ | (72,641) | | | $ | (2,765,382) | | | $ | (2,838,023) | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | | | | | | | |
| Asset Management | | | | | | | | | | | | | | | | | | | | | | |
| Debt Obligations of Consolidated CFEs | | (2,048) | | | (44,096) | | | (46,144) | | | 0 | | | 1,904,492 | | | 1,904,492 | | | | | | | | | | | |
| Total Asset Management | | $ | (2,048) | | | $ | (44,096) | | | $ | (46,144) | | | $ | 0 | | | $ | 1,904,492 | | | $ | 1,904,492 | | | | | | | | | | | |
| Insurance | | | | | | | | | | | | | | | | | | | | | | |
| Policy liabilities | | 0 | | | (65,834) | | | (65,834) | | | 0 | | | 0 | | | 0 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Total Insurance | | $ | 0 | | | $ | (65,834) | | | $ | (65,834) | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Total Liabilities | | $ | (2,048) | | | $ | (109,930) | | | $ | (111,978) | | | $ | 0 | | | $ | 1,904,492 | | | $ | 1,904,492 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
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|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2020 | | Three Months Ended March 31, 2019 |
| | Net Realized
Gains (Losses) | | Net Unrealized
Gains (Losses) | | Total | | Net Realized
Gains (Losses) | | Net Unrealized Gains (Losses) | | Total |
| Assets | | | | | | | | | | | |
| Private Equity | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 194 |
| | $ | 194 |
|
| Credit | (25,855 | ) | | (188,408 | ) | | (214,263 | ) | | (23,153 | ) | | 20,942 |
| | (2,211 | ) |
| Investments of Consolidated CFEs | (40,852 | ) | | (2,112,541 | ) | | (2,153,393 | ) | | (10,530 | ) | | 233,357 |
| | 222,827 |
|
| Real Assets | — |
| | (46,098 | ) | | (46,098 | ) | | 703 |
| | 2,436 |
| | 3,139 |
|
| Equity Method - Other | — |
| | (412,218 | ) | | (412,218 | ) | | 11,626 |
| | 17,084 |
| | 28,710 |
|
| Other Investments | (5,934 | ) | | (6,117 | ) | | (12,051 | ) | | 1,794 |
| | 3,987 |
| | 5,781 |
|
| Total | $ | (72,641 | ) | | $ | (2,765,382 | ) | | $ | (2,838,023 | ) | | $ | (19,560 | ) | | $ | 278,000 |
| | $ | 258,440 |
|
| | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | |
| Debt Obligations of Consolidated CFEs | $ | — |
| | $ | 1,904,492 |
| | $ | 1,904,492 |
| | $ | — |
| | $ | (252,281 | ) | | $ | (252,281 | ) |
| Total | $ | — |
| | $ | 1,904,492 |
| | $ | 1,904,492 |
| | $ | — |
| | $ | (252,281 | ) | | $ | (252,281 | ) |
11. INSURANCE INTANGIBLES, UNEARNED REVENUE RESERVES AND UNEARNED FRONT-END LOADS
The following reflects the changes to the deferred policy acquisition costs ("DAC") asset:
|
| | | | | | | |
| | Three Months Ended |
| | March 31, 2021 |
| Balance, as of GA Acquisition Date | | $ | 0 | |
| | |
| Deferrals | | 76,694 | |
Amortized to expense during the period(1) | | 798 | |
| | |
| Balance, as of end of period | | $ | 77,492 | |
The following reflects the changes to the value of business acquired ("VOBA") asset:
| | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 |
| Balance, as of GA Acquisition Date | | $ | 1,024,520 | |
Amortized to expense during the period(1) | | (12,182) | |
| | |
| Balance, as of end of period | | $ | 1,012,338 | |
(1) These amounts are reported within amortization of policy acquisition costs in the consolidated statements of operations.
Notes to Financial Statements (Continued)
7.
| | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 |
| Balance, as of Acquisition Date | | $ | 1,273,414 | |
Amortized to expense during the period(1) | | (31,862) | |
| Balance, as of end of period | | $ | 1,241,552 | |
(1) These amounts are reported within amortization of policy acquisition costs in the consolidated statements of operations.
Estimated future amortization of VOBA and negative VOBA as of March 31, 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | |
| Years | | VOBA | | Negative VOBA | | Total, net |
| Remainder of 2021 | | $ | 54,492 | | | $ | (128,687) | | | $ | (74,195) | |
| 2022 | | 68,344 | | | (146,297) | | | (77,953) | |
| 2023 | | 64,340 | | | (127,255) | | | (62,915) | |
| 2024 | | 60,291 | | | (100,357) | | | (40,066) | |
| 2025 | | 56,412 | | | (80,907) | | | (24,495) | |
| 2026 | | 52,674 | | | (65,951) | | | (13,277) | |
| 2027 and thereafter | | 655,785 | | | (592,098) | | | 63,687 | |
| Total | | $ | 1,012,338 | | | $ | (1,241,552) | | | $ | (229,214) | |
The following reflects the changes to the unearned revenue reserve ("URR") and unearned front-end load ("UFEL):
| | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 |
| Balance, as of GA Acquisition Date | | $ | 0 | |
| Deferrals | | 9,575 | |
Amortized to expense during the period(1) | | (2,013) | |
| | |
| Balance, as of end of period | | $ | 7,562 | |
(1) These amounts are reported within policy fees in the consolidated statements of operations.
12. REINSURANCE
Global Atlantic maintains a number of reinsurance treaties with third parties whereby Global Atlantic assumes fixed annuity, variable annuity, payout annuity, universal life, variable universal life and term life insurance policies on a coinsurance, modified coinsurance and funds withheld basis. Global Atlantic also maintains other reinsurance treaties including the cession of certain fixed annuity, variable annuity, payout annuity, universal life policies, individual disability income policies and discontinued accident and health insurance.
The effects of all reinsurance agreements on the consolidated statement of financial condition were as follows:
| | | | | | | | | | |
| | March 31, | | |
| | 2021 | | |
| Policy liabilities: | | | | |
| Direct | | $ | 61,072,018 | | | |
Assumed(1) | | 41,535,206 | | | |
| Total policy liabilities | | 102,607,224 | | | |
Ceded(2) | | (15,657,675) | | | |
| Net policy liabilities | | $ | 86,949,549 | | | |
_________________
Notes to Financial Statements (Continued)
(1)Includes related party balance of $7.6 billion as of March 31, 2021.
(2)Reported within reinsurance recoverable within the consolidated statement of financial condition.
A key credit quality indicator is a counterparty’s A.M. Best financial strength rating.A.M. Best ratings are an independent opinion of a reinsurer’s ability to meet ongoing obligations to policyholders. Global Atlantic mitigates counterparty credit risk by requiring collateral and credit enhancements in various forms including engaging in funds withheld at interest and modified coinsurance transactions. The following shows the amortized cost basis of Global Atlantic’s reinsurance recoverable and funds withheld receivable at interest by credit quality indicator and any associated credit enhancements Global Atlantic has obtained to mitigate counterparty credit risk:
| | | | | | | | | | | | | | | | | | | | |
| | As of March 31, 2021 |
A.M. Best Rating(1) | | Reinsurance recoverable and funds withheld receivable at interest(2) | | Credit enhancements(3) | | Net reinsurance credit exposure |
| A++ | | $ | 9,690 | | | $ | 0 | | | $ | 9,690 | |
| A+ | | 2,056,048 | | | 0 | | | 2,056,048 | |
| A | | 2,848,967 | | | 0 | | | 2,848,967 | |
| A- | | 3,379,459 | | | 2,933,922 | | | 445,537 | |
| B++ | | 35,321 | | | 0 | | | 35,321 | |
| B+ | | 3,935 | | | 0 | | | 3,935 | |
| B | | 12,218 | | | 0 | | | 12,218 | |
| B- | | 2,665 | | | 0 | | | 2,665 | |
Not rated(4) | | 10,438,235 | | | 10,512,242 | | | 0 | |
| Total | | $ | 18,786,538 | | | $ | 13,446,164 | | | $ | 5,414,381 | |
_________________
(1)Ratings are periodically updated (at least annually) as A.M. Best issues new ratings.
(2)At amortized cost, excluding any associated embedded derivative assets and liabilities
(3)Includes funds withheld payable at interest and deferred intangible reinsurance assets and liabilities.
(4)Includes $10.4 billion associated with cessions to Ivy Re Limited, a Bermuda insurance company, and a subsidiary of Ivy Co-Invest Vehicle LLC, an unaffiliated co-investment vehicle that participates in qualifying reinsurance transactions sourced by Global Atlantic.
As of March 31, 2021, Global Atlantic had $3.1 billion of funds withheld receivable at interest, with 6 counterparties related to modified coinsurance and funds withheld contracts. The assets supporting these receivables were held in trusts and not part of the respective counterparty’s general accounts.
The effects of reinsurance on the consolidated statements of operations were as follows:
| | | | | | | | |
| | Three Months Ended |
| | March 31, |
| | 2021 |
| Premiums: | | |
| Direct | | $ | 14,175 | |
Assumed(1) | | 1,280,753 | |
| Ceded | | (118,786) | |
| Net premiums | | $ | 1,176,142 | |
_________________
(1)Includes related party balances of $2.7 million.
Notes to Financial Statements (Continued)
| | | | | | | | |
| | Three Months Ended |
| | March 31, |
| | 2021 |
| Policy fees: | | |
| Direct | | $ | 148,999 | |
Assumed(1) | | 52,955 | |
| Ceded | | (271) | |
| Net policy fees | | $ | 201,683 | |
_________________
(1)Includes related party balances of $2.1 million.
| | | | | | | | |
| | Three Months Ended |
| | March 31, |
| | 2021 |
| Policy benefits and claims: | | |
| Direct | | $ | 182,801 | |
Assumed(1) | | 1,467,127 | |
| Ceded | | (164,610) | |
| Net policy benefits and claims | | $ | 1,485,318 | |
_________________
(1)Includes related party balances of $22.5 million.
Global Atlantic holds collateral for and provides collateral to our reinsurance clients. Global Atlantic held $13.2 billion of collateral on behalf of our reinsurers as of March 31, 2021. As of March 31, 2021, reinsurers held collateral of $1.2 billion on behalf of Global Atlantic. A significant portion of the collateral that Global Atlantic provides to its reinsurance clients is provided in the form of assets held in a trust for the benefit of the counterparty. As of March 31, 2021, these trusts were required to hold, and held in excess of, $35.2 billion of assets to support reserves of $38.3 billion. Of the cash held in trust, Global Atlantic classified $51.9 million as restricted as of March 31, 2021.
Notes to Financial Statements (Continued)
13. NET INCOME (LOSS) ATTRIBUTABLE TO KKR & CO. INC. PER SHARE OF CLASS A COMMON STOCK
For the three months ended March 31, 20202021 and 2019,2020, basic and diluted Net Income (Loss) attributable to KKR & Co. Inc. per share of Class A common stock were calculated as follows:
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | Three Months Ended March 31, | | |
| | | | | | | | | | 2021 | | 2020 | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Net Income (Loss) Available to KKR & Co. Inc.
Common Stockholders - Basic | | | | | | | | | $ | 1,644,245 | | $ | (1,288,865) | | | |
| (+) Series C Mandatory Convertible Preferred Dividend (if dilutive) | | | | | | | | | 17,250 | | 0 | | | |
Net Income (Loss) Available to KKR & Co. Inc.
Common Stockholders - Diluted | | | | | | | | | $ | 1,661,495 | | $ | (1,288,865) | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|
| | | | | | | |
| | Three Months Ended March 31, |
| | 2020 | | 2019 |
Net Income (Loss) Attributable to KKR & Co. Inc. Class A Common Stockholders | $ | (1,288,865 | ) | | $ | 700,978 |
|
| | | | | | | | | | | | | | | | | | | | | |
| Basic Net Income (Loss) Per Share of Common Stock | | | | | | | | | | | | | |
| Weighted Average Shares of Common Stock Outstanding - Basic | | | | | | | | | 576,727,967 | | | 559,149,821 | | | |
Net Income (Loss) Attributable to KKR & Co. Inc.
Per Share of Common Stock - Basic | | | | | | | | | $ | 2.85 | | | $ | (2.31) | | | |
|
| | | | | | | |
| Basic Net Income (Loss) Per Share of Class A Common Stock | | | |
| Weighted Average Shares of Class A Common Stock Outstanding - Basic | 559,149,821 |
| | 533,892,474 |
|
Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Class A Common Stock - Basic | $ | (2.31 | ) | | $ | 1.31 |
|
|
| | | | | | | |
| Diluted Net Income (Loss) Per Share of Class A Common Stock | | | |
| Weighted Average Shares of Class A Common Stock Outstanding - Basic | 559,149,821 |
| | 533,892,474 |
|
| Weighted Average Unvested Shares of Class A Common Stock | — |
| | 16,153,966 |
|
| Weighted Average Shares of Class A Common Stock Outstanding - Diluted | 559,149,821 |
| | 550,046,440 |
|
Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Class A Common Stock - Diluted | $ | (2.31 | ) | | $ | 1.27 |
|
| | | | | | | | | | | | | | | | | | | | | |
| Diluted Net Income (Loss) Per Share of Common Stock | | | | | | | | | | | | | |
| Weighted Average Shares of Common Stock Outstanding - Basic | | | | | | | | | 576,727,967 | | | 559,149,821 | | | |
| Incremental Common Shares: | | | | | | | | | | | | | |
| Assumed vesting of dilutive equity awards | | | | | | | | | 17,337,924 | | | 0 | | | |
| Assumed conversion of Series C Mandatory Convertible Preferred Stock | | | | | | | | | 26,822,600 | | | 0 | | | |
| Weighted Average Shares of Common Stock Outstanding - Diluted | | | | | | | | | 620,888,491 | | | 559,149,821 | | | |
Net Income (Loss) Attributable to KKR & Co. Inc.
Per Share of Common Stock - Diluted | | | | | | | | | $ | 2.68 | | | $ | (2.31) | | | |
For the three months ended March 31, 2021, Weighted Average Shares of Class A Common Stock Outstanding - Diluted primarily includes unvestedthe following:
(i) Unvested equity awards, including certain equity awards that have met their market-price vesting condition but have not satisfied their service-based condition, which have been granted under the Amended and Restated KKR & Co. Inc. 2010 Equity Incentive Plan (the "2010 Equity Incentive Plan") and the KKR & Co. Inc. 2019 Equity Incentive Plan (the "2019 Equity Incentive Plan" and, together with the 2010 Equity Incentive Plan, the "Equity Incentive Plans").Plans. Vesting of these equity interests dilute equityholders of KKR Group Partnership, including KKR & Co. Inc. and KKR Holdings pro rata in accordance with their respective ownership interests in KKR Group Partnership.
(ii) For the three months ended March 31, 2020, unvested2021, the impact of Series C Mandatory Convertible Preferred Stock calculated under the if-converted method was dilutive, and as such (i) 26.8 million shares of Class A common stock are(assuming a conversion ratio based on the average volume weighted average price per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to March 31, 2021) were included in the Weighted Average Shares of Common Stock Outstanding - Diluted and (ii) $17.3 million of Series C Mandatory Convertible Preferred dividends were excluded from the calculation of Diluted Net Income (Loss) AttributableAvailable to KKR & Co. Inc. Per Share of Class A Common Stock because inclusion of such unvested shares of Class A common stock would be anti-dilutive having the effect of decreasing the loss per share of Class A common stock.Stockholders - Diluted.
KKR Holdings
For the three months ended March 31, 20202021 and 2019,2020, KKR Holdings units have been excluded from the calculation of Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Class A Common Stock - Diluted since the exchange of these units would not dilute KKR'sKKR & Co. Inc.'s respective ownership interests in KKR Group Partnership.
| | | | | | | | | | | | | | | | | | | |
| | | | For the Three Months Ended March 31, | | | | |
| | | | | | 2021 | | 2020 | | | | |
| Weighted Average KKR Holdings Units | | | | | 274,748,078 | | | 288,322,053 | | | | | |
|
| | | | | |
| | Three Months Ended March 31, |
| | 2020 | | 2019 |
| Weighted Average KKR Holdings Units | 288,322,053 |
| | 298,858,418 |
|
Additionally, forMarket Condition Awards
For the three months ended March 31, 2021 and 2020, 15.3 million and 2019, 5.0 million shares of KKR Class A common stockunvested equity awards, respectively, that are subject to a market price-basedmarket-price and service vesting conditionconditions were excluded from the calculation of Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Class A Common Stock - Diluted since the market-price vesting conditions havecondition was not been satisfied. See Note 1218 "Equity Based Compensation."
Notes to Financial Statements (Continued)
8.14. OTHER ASSETS AND ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
Other Assets consist of the following:
| | | | | | | | | | | |
| | March 31, 2021 | | December 31, 2020 |
| Asset Management | | | |
Unsettled Investment Sales (1) | $ | 657,403 | | | $ | 197,635 | |
| Receivables | 27,450 | | | 75,697 | |
Due from Broker (2) | 193,037 | | | 644,028 | |
| Deferred Tax Assets, net (See Note 17) | 83,170 | | | 83,822 | |
| Interest Receivable | 171,729 | | | 145,532 | |
Fixed Assets, net (3) | 776,782 | | | 760,606 | |
Foreign Exchange Contracts and Options (4) | 244,809 | | | 250,398 | |
| | | |
Goodwill (5) | 83,500 | | | 83,500 | |
| Derivative Assets | 3,401 | | | 7,839 | |
| | | |
| Prepaid Taxes | 79,847 | | | 77,041 | |
| Prepaid Expenses | 24,528 | | | 26,366 | |
Operating Lease Right of Use Assets (6) | 209,903 | | | 190,758 | |
| Deferred Financing Costs | 22,396 | | | 22,810 | |
| Other | 188,673 | | | 99,304 | |
| Total Asset Management | $ | 2,766,628 | | | $ | 2,665,336 | |
| Insurance | | | |
Unsettled Investment Sales(1) | $ | 1,138,560 | | | $ | 0 | |
| Deferred Tax Assets, net | 1,052,393 | | | 0 | |
| Derivative Assets | 943,132 | | | 0 | |
| Accrued Investment Income | 769,685 | | | 0 | |
| Goodwill | 450,813 | | | 0 | |
Intangible Assets and Deferred Sales Inducements(7) | 257,549 | | | 0 | |
Operating Lease Right of Use Assets(6) | 148,711 | | | 0 | |
| Other | 119,630 | | | 0 | |
| Premiums and other account receivables | 76,127 | | | 0 | |
| Current income tax recoverable | 13,695 | | | 0 | |
| Total Insurance | $ | 4,970,295 | | | $ | 0 | |
| | | |
| Total Other Assets | $ | 7,736,923 | | | $ | 2,665,336 | |
|
| | | | | | | |
| | March 31, 2020 | | December 31, 2019 |
Unsettled Investment Sales (1) | $ | 116,886 |
| | $ | 86,033 |
|
| Receivables | 38,820 |
| | 26,893 |
|
Due from Broker (2) | 97,863 |
| | 65,154 |
|
Oil & Gas Assets, net (3) | 210,542 |
| | 215,243 |
|
| Deferred Tax Assets, net | 582,039 |
| | 158,574 |
|
| Interest Receivable | 152,369 |
| | 156,026 |
|
Fixed Assets, net (4) | 670,641 |
| | 633,025 |
|
Foreign Exchange Contracts and Options (5) | 518,901 |
| | 188,572 |
|
Goodwill (6) | 83,500 |
| | 83,500 |
|
| Derivative Assets | 47,611 |
| | 23,139 |
|
| Prepaid Taxes | 56,589 |
| | 84,462 |
|
| Prepaid Expenses | 17,832 |
| | 14,596 |
|
Operating Lease Right of Use Assets (7) | 110,438 |
| | 121,101 |
|
| Deferred Financing Costs | 14,506 |
| | 12,374 |
|
| Other | 158,884 |
| | 139,544 |
|
| Total | $ | 2,877,421 |
| | $ | 2,008,236 |
|
| |
(1) | Represents amounts due from third parties for investments sold for which cash settlement has not occurred. |
| |
(2) | Represents amounts held at clearing brokers resulting from securities transactions. |
| |
(3) | Includes proved and unproved oil and natural gas properties under the successful efforts method of accounting, which is net of impairment write-downs, accumulated depreciation, depletion and amortization. Depreciation, depletion and amortization of $6.9 million and $13.8 million for the three months ended March 31, 2020 and 2019, respectively, are included in General, Administrative and Other in the accompanying consolidated statements of operations. |
| |
(4) | Net of accumulated depreciation and amortization of $137.0 million and $132.7 million as of March 31, 2020 and December 31, 2019, respectively. Depreciation and amortization expense of $4.8 million and $4.4 million for the three months ended March 31, 2020 and 2019, respectively, are included in General, Administrative and Other in the accompanying consolidated statements of operations. |
| |
(5) | Represents derivative financial instruments used to manage foreign exchange risk arising from certain foreign currency denominated investments. Such instruments are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. See Note 3 "Net Gains (Losses) from Investment Activities" for the net changes in fair value associated with these instruments. |
| |
(6) | As of March 31, 2020, the carrying value of goodwill is recorded and assessed for impairment at the reporting unit. |
| |
(7) | KKR’s non-cancelable operating leases consist of leases for office space in North America, Europe, Asia and Australia. KKR is the lessee under the terms of the operating leases. For the three months ended March 31, 2020 and 2019, the operating lease cost was $12.8 million and $11.8 million, respectively. |
(3)Net of accumulated depreciation and amortization of $157.3 million and $151.3 million as of March 31, 2021 and December 31, 2020, respectively. Depreciation and amortization expense of $11.0 million, and $4.8 million for the three months ended March 31, 2021 and 2020, respectively, are included in General, Administrative and Other in the accompanying consolidated statements of operations.
(4)Represents derivative financial instruments used to manage foreign exchange risk arising from certain foreign currency denominated investments. Such instruments are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. See Note 4 "Net Gains (Losses) from Investment Activities - Asset Management" for the net changes in fair value associated with these instruments.
(5)As of March 31, 2021, the carrying value of goodwill is recorded and assessed for impairment at the reporting unit.
(6)For Asset Management, non-cancelable operating leases consist of leases for office space in North America, Europe, Asia and Australia. KKR is the lessee under the terms of the operating leases. For the three months ended March 31, 2021 and 2020, the operating lease cost were $11.5 million and $12.8 million, respectively. For Insurance, non-cancelable operating leases consist of leases for office space and renewable energy forward power purchase agreements in the U.S. For the three months ended March 31, 2021 the operating lease costs were $2.6 million. Insurance lease right-of-use assets are reported net of $19 million in deferred rent and lease incentives.
(7)The definite life intangible assets are amortized by using the straight-line method over the useful life of the assets which is an average of 17 years. The indefinite life intangible assets are not subject to amortization. The amortization expense of definite life intangible assets was $2.5 million for the three months ended March 31, 2021.
Notes to Financial Statements (Continued)
Accounts Payable, Accrued Expenses and Other Liabilities consist of the following:
| | | | | | | | | | | |
| | March 31, 2021 | | December 31, 2020 |
| Asset Management | | | |
Amounts Payable to Carry Pool (1) | $ | 2,815,328 | | | $ | 1,916,669 | |
Unsettled Investment Purchases (2) | 1,916,314 | | | 850,714 | |
Securities Sold Short (3) | 243,524 | | | 281,826 | |
| Derivative Liabilities | 94,132 | | | 126,950 | |
| Accrued Compensation and Benefits | 269,014 | | | 150,883 | |
| Interest Payable | 163,041 | | | 182,044 | |
Foreign Exchange Contracts and Options (4) | 529,962 | | | 551,728 | |
| Accounts Payable and Accrued Expenses | 123,757 | | | 130,661 | |
| Taxes Payable | 88,815 | | | 88,040 | |
| Uncertain Tax Positions | 76,643 | | | 76,643 | |
| Unfunded Revolver Commitments | 35,637 | | | 46,340 | |
Operating Lease Liabilities (5) | 210,470 | | | 191,564 | |
| | | |
| | | |
| Deferred Tax Liabilities, net (See Note 17) | 652,439 | | | 199,425 | |
| Other Liabilities | 74,001 | | | 464,326 | |
| Total Asset Management | $ | 7,293,077 | | | $ | 5,257,813 | |
| | | |
| Insurance | | | |
Unsettled Investment Purchases(2) | $ | 2,036,472 | | | $ | 0 | |
| Collateral on derivative instruments | 804,042 | | | 0 |
| Accrued expenses | 703,364 | | | 0 | |
| Securities sold under agreements to repurchase | 300,729 | | | 0 | |
| Derivative Liabilities | 202,791 | | | 0 | |
Operating Lease Liabilities(5) | 168,260 | | | 0 | |
| Accrued employee related expenses | 167,331 | | | 0 | |
| Tax payable to former parent company | 71,978 | | | 0 | |
| Interest Payable | 27,890 | | | 0 | |
| Accounts and commissions payable | 20,561 | | | 0 | |
| Other tax related liabilities | 8,158 | | | 0 | |
| | | |
| | | |
| | | |
| Total Insurance | $ | 4,511,576 | | | $ | 0 | |
| | | |
| Total Accrued Expenses and Other Liabilities | $ | 11,804,653 | | | $ | 5,257,813 | |
| | | |
| | | |
|
| | | | | | | |
| | March 31, 2020 | | December 31, 2019 |
Amounts Payable to Carry Pool (1) | $ | 773,151 |
| | $ | 1,448,879 |
|
Unsettled Investment Purchases (2) | 659,361 |
| | 481,337 |
|
Securities Sold Short (3) | 115,984 |
| | 251,223 |
|
| Derivative Liabilities | 60,460 |
| | 34,174 |
|
| Accrued Compensation and Benefits | 210,294 |
| | 131,719 |
|
| Interest Payable | 210,868 |
| | 234,165 |
|
Foreign Exchange Contracts and Options (4) | 20,258 |
| | 39,364 |
|
| Accounts Payable and Accrued Expenses | 108,813 |
| | 118,454 |
|
| Taxes Payable | 16,374 |
| | 32,682 |
|
| Uncertain Tax Positions | 66,423 |
| | 65,716 |
|
| Unfunded Revolver Commitments | 70,597 |
| | 75,842 |
|
Operating Lease Liabilities (5) | 113,680 |
| | 125,086 |
|
| Other Liabilities | 57,681 |
| | 58,922 |
|
| Total | $ | 2,483,944 |
| | $ | 3,097,563 |
|
| |
(1) | Represents the amount of carried interest payable to current and former KKR employees with respect to KKR's active funds and co-investment vehicles that provide for carried interest. |
| |
(2) | Represents amounts owed to third parties for investment purchases for which cash settlement has not occurred. |
| |
(3) | Represents the obligations of KKR to deliver a specified security at a future point in time. Such securities are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. See Note 3 "Net Gains (Losses) from Investment Activities" for the net changes in fair value associated with these instruments. |
| |
(4) | Represents derivative financial instruments used to manage foreign exchange risk arising from certain foreign currency denominated investments. Such instruments are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. See Note 3 "Net Gains (Losses) from Investment Activities" for the net changes in fair value associated with these instruments. |
| |
(5) | KKR’s operating leases have remaining lease terms that range from approximately one year to 13 years, some of which include options to extend the leases for up to three years. The weighted average remaining lease terms were 4.61 years and 4.46 years as of March 31, 2020 and December 31, 2019, respectively. The weighted average discount rates were 2.50% and 2.53% as of March 31, 2020 and December 31, 2019, respectively. |
(3)Represents the obligations of KKR to deliver a specified security at a future point in time. Such securities are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. See Note 4 "Net Gains (Losses) from Investment Activities - Asset Management" for the net changes in fair value associated with these instruments.
(4)Represents derivative financial instruments used to manage foreign exchange risk arising from certain foreign currency denominated investments. Such instruments are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. See Note 4 "Net Gains (Losses) from Investment Activities- Asset Management" for the net changes in fair value associated with these instruments.
(5)For Asset Management, operating leases have remaining lease terms that range from approximately one year to 14 years, some of which include options to extend the leases for up to three years. The weighted average remaining lease terms were 9.8 years and 4.61 years as of March 31, 2021 and 2020, respectively. The weighted average discount rates were 1.2% and 2.5% as of March 31, 2021 and 2020, respectively. For Insurance, operating leases have remaining lease terms that range from approximately one year to 13 years, some of which include options to extend the leases for up to ten years. The weighted average remaining lease terms was 9.9 years as of March 31, 2021. The weighted average discount rates was 3.3% as of March 31, 2021.
Notes to Financial Statements (Continued)
9.15. VARIABLE INTEREST ENTITIES
Consolidated VIEs
KKR consolidates certain VIEs in which it is determined that KKR is the primary beneficiary as described in Note 2 "Summary of Significant Accounting Policies".Policies." The consolidated VIEs are predominately CFEs and certain investment funds sponsored by KKR.
The primary purpose of these VIEs is to provide strategy specific investment opportunities to earn investment gains, current income or both in exchange for management and performance based fees or carried interest. KKR's investment strategies differ for these VIEs; however, the fundamental risks have similar characteristics, including loss of invested capital and loss of management and performance based fees or carried interest. KKR does not provide performance guarantees and has no other financial obligation to provide funding to these consolidated VIEs, beyond amounts previously committed, if any.
Furthermore, KKR consolidates certain VIEs, which are created by Global Atlantic to hold investments, including railcar, aviation and other transportation equipment, renewable energy projects, fixed maturity securities, residential rental properties and student loans.
Unconsolidated VIEs
KKR holds variable interests in certain VIEs which are not consolidated as it has been determined that KKR is not the primary beneficiary. VIEs that are not consolidated predominantly include certain investment funds sponsored by KKR.KKR as well as certain investment partnerships where Global Atlantic retains an economic interest.
KKR's investment strategies differ by investment fund; however, the fundamental risks have similar characteristics, including loss of invested capital and loss of management and performance based fees or carried interest. KKR's maximum exposure to loss as a result of its investments in the unconsolidated investment funds is the carrying value of such investments, including KKR's capital interest and any unrealized carried interest. Accordingly, disaggregation of KKR's involvement by type of unconsolidated investment fund would not provide more useful information. For these unconsolidated investment funds in which KKR is the sponsor, KKR may have an obligation as general partner to provide commitments to such investment funds. As of March 31, 2020,2021, KKR's commitments to these unconsolidated investment funds was $3.9were $3.4 billion. KKR has not provided any financial support other than its obligated amount as of March 31, 2020.2021. Global Atlantic also has unfunded commitments of $28.1 million in relation to other limited partnership interests as of March 31, 2021.
As of March 31, 20202021 and December 31, 2019,2020, the maximum exposure to loss, before allocations to the carry pool and noncontrolling interests, if any, for those VIEs in which KKR is determined not to be the primary beneficiary but in which it has a variable interest is as follows:
| | | | | | | | | | | |
| | March 31, 2021 | | December 31, 2020 |
| Investments - Asset Management | $ | 9,078,783 | | | $ | 6,460,430 | |
| Due from (to) Affiliates, net | 785,771 | | | 586,595 | |
| Maximum Exposure to Loss - Asset Management | $ | 9,864,554 | | | $ | 7,047,025 | |
| | | |
| Other Investment in Partnership - Insurance | $ | 349,404 | | | $ | 0 | |
| Investment in Renewable Partnerships - Insurance | 83,814 | | | 0 | |
| Maximum Exposure to Loss- Insurance | $ | 433,218 | | | $ | 0 | |
| | | |
| | | |
| Total Maximum Exposure to Loss | $ | 10,297,772 | | | $ | 7,047,025 | |
| | | |
| | | |
|
| | | | | | | |
| | March 31, 2020 | | December 31, 2019 |
| Investments | $ | 3,608,812 |
| | $ | 5,329,368 |
|
| Due from (to) Affiliates, net | 615,316 |
| | 439,374 |
|
| Maximum Exposure to Loss | $ | 4,224,128 |
| | $ | 5,768,742 |
|
Notes to Financial Statements (Continued)
10.16. DEBT OBLIGATIONS
Asset Management Debt Obligations
In Asset Management, KKR enters into credit agreements and issues debt for its general operating and investment purposes.
KKR consolidates and reports debt obligations of KKR Financial Holdings LLC, a KKR subsidiary ("KFN"), which are non-recourse to KKR beyond the assets of KFN.
Certain of KKR's consolidated investment funds borrowhave entered into financing arrangements with financial institutions, generally to meetprovide liquidity to such investment funds. These financing needsarrangements are generally not direct obligations of their operatingthe general partners of KKR's investment funds (beyond KKR's capital interest) or its management companies. Such borrowings have varying maturities and investing activities. Fund financing facilities have been establishedbear interest at floating rates. Borrowings are generally secured by the investment purchased with the proceeds of the borrowing and/or the uncalled capital commitment of each respective fund. When an investment vehicle borrows, the proceeds are available only for use by that investment vehicle and are not available for the benefit of certainother investment funds. When anvehicles or KKR. Collateral within each investment fund borrows from the facility in which it participates, the proceeds fromvehicle is also available only against borrowings by that investment vehicle and not against the borrowings are limited for their intended use by the borrowingof other investment fund. KKR's obligations with respect to these financing arrangements are generally limited to KKR's pro rata equity interest in such investment funds.vehicles or KKR.
In certain other cases, KKR hasinvestments and other assets held directly by majority-owned consolidated investment vehicles that make investments and purchase other assetshave been funded with borrowings that are collateralized only by the investments and assets they own. These borrowings are non-recourse to KKR beyond the investments or assets serving as collateral or the capital that KKR has committed to fund such investment vehicles. Such borrowings have varying maturities and generally bear interest at fixed rates.
In addition, consolidated CFE vehiclesCFEs issue debt securities to third-party investors which are collateralized by assets held by the CFE vehicle.CFE. Debt securities issued by CFEs are supported solely by the assets held at the CFEs and are not collateralized by assets of any other KKR entity. CFEs also may have warehouse facilities with banks to provide liquidity to the CFE. The CFE's debt obligations are non-recourse to KKR beyond the assets of the CFE.
KKR's borrowingsAsset Management debt obligations consisted of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | March 31, 2021 | | December 31, 2020 |
| | Financing Available | | Borrowing Outstanding | | Fair Value | | Financing Available | | Borrowing Outstanding | | Fair Value |
| Revolving Credit Facilities: | | | | | | | | | | | | |
| Corporate Credit Agreement | | $ | 1,000,000 | | | $ | 0 | | | $ | 0 | | | $ | 1,000,000 | | | $ | 0 | | | $ | 0 | |
| KCM Credit Agreement | | 715,017 | | | 0 | | | 0 | | | 705,014 | | | 0 | | | 0 | |
| KCM 364-Day Revolving Credit Agreement | | 750,000 | | | 0 | | | 0 | | | 750,000 | | | 0 | | | 0 | |
Notes Issued: (1) | | | | | | | | | | | | |
| KKR ¥25 billion (or $225.8 million) 0.509% Notes Due 2023 | (4) | — | | | 226,156 | | | 225,138 | | | — | | | 241,331 | | | 241,580 | |
| KKR ¥5 billion (or $45.2 million) 0.764% Notes Due 2025 | (4) | — | | | 44,897 | | | 45,186 | | | — | | | 47,919 | | | 48,554 | |
| KKR €650 million (or $762.3 million) 1.625% Notes Due 2029 | (5) | — | | | 755,127 | | | 820,053 | | | — | | | 790,157 | | | 870,647 | |
| KKR $750 million 3.750% Notes Due 2029 | (4) | — | | | 742,666 | | | 829,643 | | | — | | | 742,196 | | | 874,658 | |
| KKR ¥10.3 billion (or $93.0 million) 1.595% Notes Due 2038 | (4) | — | | | 92,373 | | | 95,087 | | | — | | | 98,640 | | | 104,004 | |
KKR $500 million 5.500% Notes Due 2043 (6) | (4) | — | | | 491,317 | | | 637,897 | | | — | | | 492,513 | | | 666,885 | |
KKR $1 billion 5.125% Notes Due 2044 (6) | (4) | — | | | 960,458 | | | 1,189,734 | | | — | | | 991,471 | | | 1,307,220 | |
| KKR $500 million 3.625% Notes Due 2050 | (4) | — | | | 492,285 | | | 502,475 | | | — | | | 492,123 | | | 556,095 | |
| KKR $750 million 3.500% Notes Due 2050 | (4) | — | | | 735,604 | | | 743,601 | | | — | | | 735,161 | | | 830,280 | |
| KKR $500 million 4.625% Notes Due 2061 | (5) | — | | | 485,777 | | | 485,777 | | | — | | | 0 | | | 0 | |
KFN $500 million 5.500% Notes Due 2032 (2) | | — | | | 494,660 | | | 493,184 | | | — | | | 494,540 | | | 502,992 | |
KFN $120 million 5.200% Notes Due 2033 (2) | | — | | | 118,562 | | | 115,182 | | | — | | | 118,533 | | | 118,300 | |
KFN $70 million 5.400% Notes Due 2033 (2) | | — | | | 68,888 | | | 68,365 | | | — | | | 68,866 | | | 70,267 | |
KFN Issued Junior Subordinated Notes (2) (3) | | — | | | 235,137 | | | 180,042 | | | — | | | 234,808 | | | 165,627 | |
| | 2,465,017 | | | 5,943,907 | | | 6,431,364 | | | 2,455,014 | | | 5,548,258 | | | 6,357,109 | |
| | | | | | | | | | | | |
| Other Debt Obligations | | 5,853,069 | | | 28,725,523 | | | 28,746,523 | | | 5,621,883 | | | 27,875,338 | | | 27,889,438 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | $ | 8,318,086 | | | $ | 34,669,430 | | | $ | 35,177,887 | | | $ | 8,076,897 | | | $ | 33,423,596 | | | $ | 34,246,547 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2020 | | December 31, 2019 | |
| | Financing Available | | Borrowing Outstanding | | Fair Value | | Financing Available | | Borrowing Outstanding | | Fair Value | |
| Revolving Credit Facilities: | | | | | | | | | | | | |
| Corporate Credit Agreement | $ | 1,000,000 |
| | $ | — |
| | $ | — |
| | $ | 1,000,000 |
| | $ | — |
| | $ | — |
| |
| KCM Credit Agreement | 451,310 |
| | — |
| | — |
| | 444,904 |
| | — |
| | — |
| |
| KCM 364-Day Revolving Credit Agreement | 750,000 |
| | — |
| | — |
| | 750,000 |
| | — |
| | — |
| |
| Notes Issued: | | | | | | | | | | | | |
KKR Issued 5.500% Notes Due 2043 (1) | — |
| | 492,259 |
| | 547,315 |
| (13) | — |
| | 492,175 |
| | 613,415 |
| (13) |
KKR Issued 5.125% Notes Due 2044 (2) | — |
| | 991,197 |
| | 1,062,850 |
| (13) | — |
| | 991,106 |
| | 1,186,670 |
| (13) |
KKR Issued 0.509% Notes Due 2023 (3) | — |
| | 230,856 |
| | 230,765 |
| (13) | — |
| | 228,280 |
| | 228,026 |
| (13) |
KKR Issued 0.764% Notes Due 2025 (4) | — |
| | 45,783 |
| | 46,467 |
| (13) | — |
| | 45,255 |
| | 45,856 |
| (13) |
KKR Issued 1.595% Notes Due 2038 (5) | — |
| | 94,371 |
| | 101,174 |
| (13) | — |
| | 93,325 |
| | 98,524 |
| (13) |
KKR Issued 1.625% Notes Due 2029 (6) | — |
| | 709,563 |
| | 684,035 |
| (14) | — |
| | 718,478 |
| | 758,903 |
| (14) |
KKR Issued 3.750% Notes Due 2029 (7) | — |
| | 494,121 |
| | 507,705 |
| (13) | — |
| | 493,962 |
| | 533,505 |
| (13) |
KKR Issued 3.625% Notes Due 2050 (8) | — |
| | 491,921 |
| | 414,935 |
| (13) | — |
| | — |
| | — |
| |
KFN Issued 5.500% Notes Due 2032 (9) | — |
| | 494,175 |
| | 489,490 |
| | — |
| | 494,054 |
| | 504,807 |
| |
KFN Issued 5.200% Notes Due 2033 (10) | — |
| | 118,442 |
| | 114,100 |
| | — |
| | 118,411 |
| | 117,834 |
| |
KFN Issued 5.400% Notes Due 2033 (11) | — |
| | 68,797 |
| | 67,791 |
| | — |
| | 68,774 |
| | 70,059 |
| |
KFN Issued Junior Subordinated Notes (12) | — |
| | 233,805 |
| | 149,586 |
| | — |
| | 233,473 |
| | 185,485 |
| |
| | 2,201,310 |
|
| 4,465,290 |
|
| 4,416,213 |
|
| 2,194,904 |
|
| 3,977,293 |
|
| 4,343,084 |
| |
| | | | | | | | | | | | | |
| Other Debt Obligations | 3,925,654 |
|
| 21,800,091 |
|
| 21,765,582 |
|
| 3,865,495 |
|
| 23,035,991 |
|
| 23,035,991 |
| |
| | | | | | | | | | | | | |
| | $ | 6,126,964 |
| | $ | 26,265,381 |
| | $ | 26,181,795 |
| | $ | 6,060,399 |
| | $ | 27,013,284 |
| | $ | 27,379,075 |
| |
| |
(1) | $500 million aggregate principal amount of 5.500% senior notes of KKR due 2043. Borrowing outstanding is presented net of (i) unamortized note discount and (ii) unamortized debt issuance costs of $3.4 millionand $3.4 million as of March 31, 2020 and December 31, 2019, respectively.
|
| |
(2) | $1.0 billion aggregate principal amount of 5.125% senior notes of KKR due 2044. Borrowing outstanding is presented net of (i) unamortized note discount (net of premium) and (ii) unamortized debt issuance costs of $7.6 million and $7.7 million as of March 31, 2020 and December 31, 2019, respectively. |
| |
(3) | ¥25 billion (or $231.8 million) aggregate principal amount of 0.509% senior notes of KKR due 2023. Borrowing outstanding is presented net of unamortized debt issuance costs of $0.9 million and $1.0 million as of March 31, 2020 and December 31, 2019, respectively. These senior notes are denominated in Japanese Yen ("JPY"). |
Notes to Financial Statements (Continued)
(1)Borrowing outstanding includes: (i) unamortized note discount (net of premium), as applicable and (ii) unamortized debt issuance costs, as applicable. Financing costs related to the issuance of the notes have been deducted from the note liability and are being amortized over the life of the notes.
| | | | | | | | | | | | |
(4) | ¥5.0 billion (or $46.4 million) aggregate principal amount of 0.764% senior notes of KKR due 2025. Borrowing outstanding is presented net of unamortized debt issuance costs of $0.6 million and $0.6 million as of March 31, 2020 and December 31, 2019, respectively. These senior notes are denominated in JPY. |
| | |
(5) | ¥10.3 billion (or $95.5 million) aggregate principal amount of 1.595% senior notes of KKR due 2038. Borrowing outstanding is presented net of unamortized debt issuance costs of $1.1 million and $1.1 million as of March 31, 2020 and December 31, 2019, respectively. These senior notes are denominated in JPY. |
| | |
(6) | €650 million (or $718.7 million) aggregate principal amount of 1.625% senior notes of KKR due 2029. Borrowing outstanding is presented net of (i) unamortized note discount and (ii) unamortized debt issuance costs of $6.1 million and $6.3 million as of March 31, 2020 and December 31, 2019, respectively. These senior notes are denominated in euro. |
| | |
(7) | $500 million aggregate principal amount of 3.750% senior notes of KKR due 2029. Borrowing outstanding is presented net of (i) unamortized note discount and (ii) unamortized debt issuance costs of $4.6 million and $4.7 million as of March 31, 2020 and December 31, 2019, respectively |
| | |
(8) | $500 million aggregate principal amount of 3.625% senior notes of KKR due 2050. Borrowing outstanding is presented net of (i) unamortized note discount and (ii) unamortized debt issuance costs of $5.5 millionas of March 31, 2020.
|
| | |
(9) | KKR consolidates KFN and thus reports KFN's outstanding $500.0 million aggregate principal amount of 5.500% senior notes due 2032. Borrowing outstanding is presented net of (i) unamortized note discount and (ii) unamortized debt issuance costs of $4.0 million and $4.0 million as of March 31, 2020 and December 31, 2019, respectively. These debt obligations are classified as Level III within the fair value hierarchy and valued using the same valuation methodologies as KKR's Level III credit investments. |
| | |
(10) | KKR consolidates KFN and thus reports KFN's outstanding $120.0 million aggregate principal amount of 5.200% senior notes due 2033. Borrowing outstanding is presented net of unamortized debt issuance costs of $1.6 million and $1.6 million as of March 31, 2020 and December 31, 2019, respectively. These debt obligations are classified as Level III within the fair value hierarchy and valued using the same valuation methodologies as KKR's Level III credit investments. |
| | |
(11) | KKR consolidates KFN and thus reports KFN's outstanding $70.0 million aggregate principal amount of 5.400% senior notes due 2033. Borrowing outstanding is presented net of unamortized debt issuance costs of $1.2 million and $1.2 million as of March 31, 2020 and December 31, 2019, respectively. These debt obligations are classified as Level III within the fair value hierarchy and valued using the same valuation methodologies as KKR's Level III credit investments. |
| | |
(12) | KKR consolidates KFN and thus reports KFN's outstanding $258.5 million aggregate principal amount of junior subordinated notes. The weighted average interest rate is 4.2% and 4.4% and the weighted average years to maturity is 16.5 years and 16.8 years as of March 31, 2020 and December 31, 2019, respectively. These debt obligations are classified as Level III within the fair value hierarchy and valued using the same valuation methodologies as KKR's Level III credit investments. |
| | |
(13) | The notes are classified as Level II within the fair value hierarchy and fair value is determined by third party broker quotes. |
| | |
(14) | The notes are classified as Level I within the fair value hierarchy and fair value is determined by quoted prices in active markets since the debt is publicly listed. | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Revolving Credit Facilities(2)These debt obligations are classified as Level III within the fair value hierarchy and valued using the same valuation methodologies as KKR's Level III credit investments.
KCM Credit Agreement
On March 20, 2020, (3)KKR Capital Markets Holdings L.P.consolidates KFN and certain other capital market subsidiaries (collectively, the “KCM Borrowers”)reports KFN's outstanding $258.5 million aggregate principal amount of KKR & Co. Inc. entered into a third amendedjunior subordinated notes. The weighted average interest rate is 2.7% and restated 5-year revolving credit agreement (the “KCM Credit Agreement”) with a major financial institution, as administrative agent,2.7% and the lenders party thereto. The KCM Credit Agreement provides for revolving borrowings of upweighted average years to $500 million with a $500 million sublimit for letters of credit, expires on March 20, 2025maturity is 15.5 years and ranks pari passu with the existing $750 million 364-day revolving credit facility provided by them for KKR’s capital markets business. The prior second amended and restated 5-year revolving credit agreement, dated15.8 years as of March 30, 2016, between31, 2021 and December 31, 2020, respectively.
(4)The notes are classified as Level II within the KCM Borrowers,fair value hierarchy and fair value is determined by third party broker quotes.
(5)The notes are classified as Level I within the administrative agent,fair value hierarchy and fair value is determined by quoted prices in active markets since the lenders party thereto, was terminated according to its terms on March 20, 2020 and replaced by the KCM Credit Agreement.debt is publicly listed.
If a borrowing is made on the KCM Credit Agreement, the interest rate will vary depending on the type of drawdown requested. If the loan is a Eurocurrency loan, it will be based on LIBOR plus the applicable margin which ranges initially between 1.75% and 3.00%, depending on the amount and nature of the loan. If the loan is an ABR Loan, it will be based on the prime rate plus the applicable margin which ranges initially between 0.75% and 2.00% depending on the amount and nature of the loan. Borrowings under this facility may only be used for KKR’s capital markets business, and its only obligors are entities involved in KKR’s capital markets business, and its liabilities are non-recourse to other parts of KKR.
(6)As of March 31, 2020, 0 amounts were outstanding under2021, the KCM Credit Agreement; however various letters of credit were outstanding in2043 Senior Notes and the amount of $48.7 million, which reduce2044 Senior Notes reflect the overall borrowing capacity of the KCM Credit Agreement.
The KCM Credit Agreement contains customary representations and warranties, events of default, and affirmative and negative covenants, including a financial covenant providing for a maximum debt to equity ratioelimination for the KCM Borrowers. The KCM Borrowers’ obligations under the KCMportion of these senior notes that are held by Global Atlantic.
Asset Management Revolving Credit Agreement are secured by certain assets of the KCM Borrowers, including a pledge of equity interests of certain subsidiaries of the KCM Borrowers.Facilities
Notes to Financial Statements (Continued)
KCM Short-Term Credit Agreement
On April 10, 2020, the9, 2021, KKR Capital Markets Holdings L.P. and certain other capital markets subsidiaries (the" KCM BorrowersBorrowers") entered into a 364-day revolving credit agreement (the "KCM Short-Term Credit Agreement”) with a major financial institution, asthe same administrative agent, and theone or more lenders party thereto.to the KCM Credit Agreement. The KCM Short-Term Credit Agreement replaces the prior 364-day revolving credit agreement, dated as of April 10, 2020, between the KCM Borrowers and the administrative agent, and one or more lenders party to the KCM Short-Term Agreement, which was terminated according to its terms on April 9, 2021. The KCM Short-Term Credit Agreement provides for revolving borrowings of up to $750 million, expires on April 9, 2021,8, 2022, and ranks pari passu with the existing KCM Credit Agreement provided by them for KKR's capital markets business. The prior 364-day revolving credit agreement, dated as of June 27, 2019, between the KCM Borrowers and a major financial institution, as administrative agent, and the lenders party thereto, was terminated according to its terms on April 10, 2020 and replaced by the KCM Revolver Agreement.
If a borrowing is made under the KCM Short-Term Credit Agreement, the interest rate will vary depending on the type of drawdown requested. If the borrowing is a Eurocurrency loan, it will be based on a LIBOR rate plus an applicable margin initially ranging between 1.50% and 2.75%, depending on the duration of the loan. If the borrowing is an ABR loan, it will be based on a basethe prime rate plus an applicable margin ranging between 0.50% and 1.75%, depending on the durationamount and nature of the loan. Borrowings under the KCM Short-Term Credit Agreement may only be used to facilitate the settlement of debt transactions syndicated by KKR's capital markets business. Obligations under the KCM Short-Term Credit Agreement are limited to the KCM Borrowers, which are solely entities involved in KKR's capital markets business, and liabilities under the KCM Short-Term Credit Agreement are non-recourse to other parts of KKR.
The KCM Short-Term Credit Agreement contains customary representations and warranties, events of default, and affirmative and negative covenants, including a financial covenant providing for a maximum debt to equity ratio for the KCM Borrowers. The KCM Borrowers' obligations under the KCM Short-Term Credit Agreement are secured by certain assets of the KCM Borrowers, including a pledge of equity interests of certain subsidiaries of the KCM Borrowers.
Asset Management Notes Issuance and Redemptions
KKR Issued 3.625% Senior4.625% Subordinated Notes Due 20502061
On February 25, 2020,March 31, 2021, KKR Group Finance Co. VIIIX LLC, an indirect subsidiary of KKR & Co. Inc., issued $500 million aggregate principal amount of its 3.625% Senior4.625% Subordinated Notes due 20502061 (the "2050 Senior"KKR 2061 Subordinated Notes"). The 2050 SeniorKKR 2061 Subordinated Notes are guaranteed by KKR & Co. Inc. and KKR Group Partnership.
The 2050 SeniorKKR 2061 Subordinated Notes bear interest at a rate of 3.625%4.625% per annum and will mature on February 25, 2050,April 1, 2061, unless earlier redeemed. Interest on the 2050 SeniorKKR 2061 Subordinated Notes accrues from February 25, 2020March 31, 2021 and is payable semi-annuallyquarterly in arrears on February 25January 1, April 1, July 1 and August 25October 1 of each year, commencing on August 25, 2020July 1, 2021 and ending on the applicable maturity date. The 2050 SeniorKKR 2061 Subordinated Notes are unsecured and unsubordinatedsubordinated obligations of the issuer. The 2050 SeniorKKR 2061 Subordinated Notes are fully and unconditionally guaranteed, jointly and severally, on a subordinated basis, by each of the guarantors. The guarantees are unsecured and unsubordinated obligations of the guarantors.
The indenture as supplemented by the first supplemental indenture, related to the 2050 Senior Notes includes covenants, including limitations on the issuer'sissuer’s and the guarantors'guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or leaseconvey all or substantially all of their assets. The indenture as supplemented, also provides for events of default and further provides that the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding 2050 SeniorKKR
Notes to Financial Statements (Continued)
2061 Subordinated Notes may declare the 2050 SeniorKKR 2061 Subordinated Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the 2050 SeniorKKR 2061 Subordinated Notes and any accrued and unpaid interest on the 2050 SeniorKKR 2061 Subordinated Notes automatically become due and payable. Prior to August 25, 2049,On or after April 1, 2026, the issuer may redeem the 2050 Senior Notes at its option, in whole or in part, at any time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the 2050 Senior Notes. On or after August 25, 2049, the issuer may redeem the 2050 SeniorKKR 2061 Subordinated Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2050 SeniorKKR 2061 Subordinated Notes to be redeemed, together with interest accrued and unpaid interest to, but excluding, the date of redemption, provided that if the KKR 2061 Subordinated Notes are not redeemed in whole, at least $25 million aggregate principal amount of the KKR 2061 Subordinated Notes must remain outstanding after giving effect to such redemption. If a “tax redemption event” occurs, the KKR 2061 Subordinated Notes may be redeemed, in whole, but not in part, within 120 days of the occurrence of such tax redemption event at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption. IfIn addition, the KKR 2061 Subordinated Notes may be redeemed, in whole, but not in part, at any time prior to April 1, 2026, within 90 days of the occurrence of a change of control repurchase event occurs, the 2050 Senior Notes are subject to repurchase by the issuer“rating agency event”, at a repurchaseredemption price in cash equal to 101%102% of the aggregatetheir principal amount of the 2050 Senior Notes repurchased plus any accrued and unpaid interest on the 2050 Senior Notes repurchased to, but not including,excluding, the date of repurchase.
Notes to Financial Statements (Continued)
KKR Issued additional 3.750% Senior Notes Due 2029
On April 21, 2020, KKR Group Finance Co. VI LLC, an indirect subsidiary of KKR & Co. Inc., issued an additional $250 million aggregate principal amount of its 3.750% Senior Notes due 2029 (the "New 3.750% Senior Notes"). The New 3.750% Senior Notes are guaranteed by KKR & Co. Inc. and KKR Group Partnership. The New 3.750% Senior Notes constitute an issuance of additional notes under the indenture governing the notes. The New 3.750% Senior Notes have substantially the same terms as, and are treated as a single series with, the existing $500 million aggregate principal amount of 3.750% Senior Notes issued on July 1, 2019.
Other Asset Management Debt Obligations
As of March 31, 2020,2021, other debt obligations consisted of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Financing Available | | Borrowing
Outstanding | | Fair Value | | Weighted
Average
Interest Rate | | Weighted Average Remaining Maturity in Years |
| Financing Facilities of Consolidated Funds and Other | $ | 5,853,069 | | | $ | 10,084,669 | | | $ | 10,105,669 | | | 2.8% | | 3.5 |
| Debt Obligations of Consolidated CLOs | 0 | | | 18,640,854 | | | 18,640,854 | | | (1) | | 10.5 |
| | $ | 5,853,069 | | | $ | 28,725,523 | | | $ | 28,746,523 | | | | | |
|
| | | | | | | | | | | | | | | |
| | Financing Available | | Borrowing Outstanding | | Fair Value | | Weighted Average Interest Rate | | Weighted Average Remaining Maturity in Years |
| Financing Facilities of Consolidated Funds and Other | $ | 3,925,654 |
| | $ | 8,669,388 |
| | $ | 8,634,879 |
| | 3.3% | | 4.1 |
| Debt Obligations of Consolidated CLOs | — |
| | 13,130,703 |
| | 13,130,703 |
| | (1) | | 10.8 |
| | $ | 3,925,654 |
| | $ | 21,800,091 |
| | $ | 21,765,582 |
| | | | |
| |
(1) | The senior notes of the consolidated CLOs had a weighted average interest rate of 2.8%. The subordinated notes of the consolidated CLOs do not have contractual interest rates but instead receive a pro rata amount of the net distributions from the excess cash flows of the respective CLO vehicle. Accordingly, weighted average borrowing rates for the subordinated notes are based on cash distributions during the period, if any. |
Debt obligations of consolidated CFEsCLOs are collateralized by assets held by each respective CFECLO vehicle and assets of one CFECLO vehicle may not be used to satisfy the liabilities of another. As of March 31, 2020,2021, the fair value of the consolidated CFECLO assets was $14.0$21.0 billion. This collateral consisted of Cash and Cash Equivalents Held at Consolidated Entities, Investments, and Other Assets.
Insurance Debt Obligations
Global Atlantic's debt obligations consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | March 31, 2021 | |
| | Financing Available | | Borrowing Outstanding | | Fair Value(2) | |
| Revolving Credit Facilities: | | | | | | | |
| Global Atlantic revolving credit facility, due May 2023 | | $ | 730,000 | | | $ | 270,000 | | | $ | 270,000 | | |
| Notes Issued and Others: | | | | | | | |
| Global Atlantic senior notes, due April 2021 | | | | 150,000 | | | 150,330 | | |
| Global Atlantic term loan, due December 2023 | | | | 225,000 | | | 225,000 | | |
| Global Atlantic senior notes, due October 2029 | | | | 500,000 | | | 526,650 | | |
| Global Atlantic subordinated debentures, due October 2046 | | | | 250,000 | | | 254,200 | | |
| | | | 1,395,000 | | | $ | 1,426,180 | | |
Purchase Accounting Adjustments(1) | | | | 31,717 | | | | |
| Fair value loss (gain) of hedged senior notes due 2029, recognized in earnings | | | | (26,379) | | 0 | | |
| | | | | $ | 1,400,338 | | | | |
(1)The amortization of the purchase accounting adjustments was $2.0 million for the quarter ended March 31, 2021.
(2)These debt obligations are classified as Level III within the fair value hierarchy and valued using the same valuation methodologies as KKR's Level III credit investments.
Notes to Financial Statements (Continued)
Global Atlantic Senior Notes due 2021
In 2011, Forethought Financial Group, Inc. ("FFG") issued $150 million aggregate principal amount of 8.625% senior notes due 2021 ("GA 2021 Senior Notes"). In December 2017, FFG and Forethought Services, LLC were merged with and into Global Atlantic (Fin) Company ("GA FinCo"), an indirect subsidiary of TGAFG. GA FinCo, as the surviving entity, is liable for the GA 2021 Senior Notes. Interest is paid semi-annually and the maturity date is April 15, 2021. GA FinCo may, at its option, redeem some or all of the GA 2021 Senior Notes at any time at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus a “make-whole” premium and accrued and unpaid interest, if any, to the date of redemption.
If an event of default occurs, either the trustee or the holders of not less than 25% in aggregate principal amount of the GA 2021 Senior Notes then outstanding may declare the principal amount of all 2021 Senior Notes to be due and payable immediately.
On April 15, 2021, subsequent to the end of the quarter, the GA 2021 Senior Notes matured and were paid off. The pay-off of the maturing GA 2021 Senior Notes was facilitated by means of a $150 million draw on the GA Credit Agreement (discussed and defined below.)
Global Atlantic Term Loan
On December 21, 2018, GA FinCo, as borrower, and Global Atlantic Financial Limited ("GAFL"), an indirect subsidiary of TGAFG, as guarantor, entered into a Term Loan Credit Agreement ("GA Term Loan") pursuant to which GA FinCo borrowed $100 million.
On June 27, 2019, GA FinCo and GAFL entered into a joinder agreement to the GA Term Loan pursuant to which GA FinCo borrowed for general corporate purposes, and GAFL guaranteed, a $125 million term loan on the same terms and with the same maturity as the existing $100 million term loan.
On November 6, 2020, GA FinCo entered into an amendment of the GA Term Loan, whereby the definition of Change of Control was amended to permit the GA Acquisition, and the definition of the Maturity Date was amended to December 21, 2023.
All borrowings under the GA Term Loan must be repaid by December 21, 2023. Interest on the borrowing currently accrues at one month LIBOR plus a spread ranging from 1.250% to 1.875% based on GAFL's long-term issuer credit ratings. Interest payments on outstanding borrowings accruing interest based on LIBOR are due on the last day of the applicable interest period, which is currently monthly. The material events of default, representations and warranties and covenants under the GA Term Loan are the same as those under the GA Credit Agreement. If an event of default occurs, the lenders under the GA Term Loan will be entitled to take various actions, including the termination of their commitments and the acceleration of amounts due thereunder.
Global Atlantic Credit Agreement
GA FinCo is the borrower and GAFL is the guarantor under a revolving credit facility ("GA Credit Agreement"). On May 21, 2018, GAFL amended and restated the GA Credit Agreement to, among other things: (1) upsize the facility size from $650 million to $1 billion; (2) increase the aggregate letters of credit GAFL may issue from $350 million to $500 million; (3) extend the maturity of the GA Credit Agreement from December 2021 to May 2023; and (4) remove certain restrictive covenants.
Interest on any funded balances accrues at LIBOR plus a spread ranging from 1.125% to 2.00% based on GAFL's long-term issuer credit ratings. The borrower must pay a commitment fee on any unfunded committed balance under the GA Credit Agreement ranging from 0.15% to 0.35% based on the long-term issuer credit rating. The commitment fee on unfunded balances is paid quarterly in arrears. The GA Credit Agreement contains customary events of default, representations and warranties and covenants, including, among other things, covenants that GAFL’s consolidated debt to total capitalization, as defined in the GA Credit Agreement, cannot be more than 35% and that GAFL’s consolidated net worth determined in accordance with GAAP cannot be less than 70% of the value of GAFL’s consolidated net worth as of March 31, 2018, plus 50% of net income since March 31, 2018.
On November 6, 2020, GA FinCo entered into an amendment of the GA Credit Agreement, whereby the definition of Change of Control was amended to permit the GA Acquisition. If an event of default occurs, the lenders under the GA Credit Agreement will be entitled to take various actions, including the termination of their commitments and the acceleration of amounts due thereunder.
Notes to Financial Statements (Continued)
As of March 31, 2021, there was $270 million in revolving borrowings outstanding and 0 letters of credit outstanding under the GA Credit Agreement.
Global Atlantic Senior Notes due 2029
On October 7, 2019, GA FinCo issued $500 million aggregate principal amount of 4.400% senior unsecured notes due 2029 ("GA 2029 Senior Notes"). The GA 2029 Senior Notes were issued pursuant to an Indenture, dated as of October 7, 2019, among GA FinCo, as issuer, GAFL, as guarantor, and U.S. Bank National Association, as trustee as supplemented by the First Supplemental Indenture, dated as of October 7, 2019, among GA FinCo, GAFL and the trustee. The GA 2029 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by GAFL.
The GA 2029 Senior Notes bear interest at a rate of 4.400% per year. Interest on the GA 2029 Senior Notes is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2020. The GA 2029 Senior Notes will mature on October 15, 2029.
The indenture includes covenants, including limitations on the issuer’s and the guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or convey all or substantially all of their assets. The indenture also provides for events of default and further provides that the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding GA 2020 Senior Notes may declare the GA 2029 Senior Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, rehabilitation or reorganization, the principal amount of the GA 2029 Senior Notes and any accrued and unpaid interest on the GA 2029 Senior Notes automatically become due and payable. GA FinCo may, at its option, redeem some or all of the GA 2029 Senior Notes at any time: (i) prior to July 15, 2029 at a redemption price equal to 100% of the principal amount of the GA 2029 Senior Notes to be redeemed plus a “make-whole” premium and accrued and unpaid interest, if any, to the date of redemption; and (ii) on or after July 15, 2029 at a redemption price equal to 100% of the principal amount of the GA 2029 Senior Notes to be redeemed, plus accrued and unpaid interest to the date of redemption.
Global Atlantic Subordinated Debentures
On October 5, 2016, GA FinCo, as issuer, and GAFL, as guarantor, entered into an issuing and paying agency agreement pursuant to which GA FinCo issued $250 million of the subordinated debentures unconditionally guaranteed on a subordinated basis by GAFL in a private placement ("GA 2046 Subordinated Debentures").
Interest on the GA 2046 Subordinated Debentures is payable semi-annually in arrears on April 1 and October 1 of each year and accrues at 9.5% per annum from and including October 5, 2016 to, but excluding, October 1, 2021. On October 1, 2021 and on each fifth anniversary of such date thereafter, each, a “reset date,” the interest rate shall be recomputed based on the yield (rounded to two decimal places) reported as of two business days prior to the reset date for the most recently issued actively traded on the run U.S. Treasury securities having a maturity of five years from the reset date, plus 8.38% per annum.
GA FinCo has the right on one or more occasions to defer the payment of interest on the GA 2046 Subordinated Debentures for up to five consecutive years, each such period, an optional deferral period. During an optional deferral period, interest will continue to accrue at the interest rate on the subordinated debentures, compounded semi-annually as of each interest payment date.
If GA FinCo has exercised its right to defer interest payments on the GA Subordinated Debentures, GA FinCo and GAFL generally may not: (1) make payments on or redeem or purchase (a) GA FinCo or GAFL common stock or (b) with respect to GA FinCo, any indebtedness ranking on parity with or junior to the GA Subordinated Debentures, and with respect to GAFL, any indebtedness ranking on parity with or junior to the guarantee; or (2) make any guarantee payments with respect to any guarantee by GA FinCo or by GAFL of any securities or any of their respective subsidiaries if such guarantee ranks equally with or junior to the debentures.
The indenture includes covenants, including limitations on the issuer’s and the guarantors’ ability to, subject to exceptions, consolidate or merge into any person or convey, transfer or lease its properties and assets. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the GA Subordinated Debentures automatically becomes due and payable. GA FinCo may elect to redeem the GA Subordinated Debentures either: (1) in whole or in part on any interest payment date on or after October 1, 2021, at a redemption price equal to the principal amount plus accrued and unpaid interest; or (2) in whole, but not in part, at any time prior to October 1, 2021, within 90 days after the occurrence of a “tax event” or a “rating agency event” (as defined in the issuing and paying agency agreement), at a redemption price equal to the principal amount plus any accrued and unpaid interest to, but excluding, the redemption date.
Notes to Financial Statements (Continued)
Debt Covenants
Borrowings of KKR (including by Global Atlantic) contain various debt covenants. These covenants do not, in management's opinion, materially restrict KKR's operating business or investment strategies as of March 31, 2020.2021. KKR is(including Global Atlantic) was in compliance with itssuch debt covenants in all material respects as of March 31, 2020.2021.
11.17. INCOME TAXES
KKR & Co. Inc. is a domestic corporation for U.S. federal income tax purposes and thus is subject to U.S. federal, state and local corporate income taxes at the entity level on KKR’sits share of net taxable income. In addition, KKR Group Partnership and certain of its subsidiaries operate in the United States as partnerships for U.S. federal tax purposes but as taxable entities for certain state, local or non-U.S. tax purposes. Moreover, certain corporate subsidiaries of KKR, including certain Global Atlantic subsidiaries, are domestic corporations for U.S. federal income tax purposes and as corporate entities in certain non-U.S. jurisdictions. These entities, in some cases, are subject to U.S. federal, state, orand local income taxes. Income taxes or non-U.S. income taxes.reported in these consolidated financial statements include the taxes described in this paragraph.
The effective tax rates were 7.9%10.1% and 9.3%7.9% for the three months ended March 31, 20202021 and 2019,2020, respectively. The effective tax rate differs from the statutory rate primarily because a substantial portion of the reported net income (loss) before taxes is not attributable to KKR but rather is attributable to noncontrolling interests held in KKR’s consolidated entities by KKR HoldingsKKR's principals or by third parties.
Future realization of deferred tax assets is dependent on KKR generating sufficient taxable income before the tax benefits are expected to expire. KKR considers projections of taxable income in evaluating its ability to utilize those deferred tax assets. In projecting its taxable income, KKR begins with historical results and incorporates assumptions concerning the amount and timing of future pretax operating income. Those assumptions require significant judgment and are consistent with the plans and estimates that KKR uses to manage its business. As of March 31, 2021, $23.1 million of deferred tax assets are not considered to be more likely than not to be realized prior to the expiration of the related loss carryforwards. For that portion of the total deferred tax asset, a valuation allowance has been recorded.
During the three months ended March 31, 2020,2021, there were no material changes to KKR’s uncertain tax positions and KKR believes there will be no significant increase or decrease to the uncertain tax positions within 12 months of the reporting date.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law. The CARES Act, among other things, includes certain income tax provisions for individuals and corporations; however, it did not have a material impact on KKR's tax provision for the current period.
Notes to Financial Statements (Continued)
12.18. EQUITY BASED COMPENSATION
Equity Based Compensation - Asset Management
The following table summarizes the expense associated with equity-based compensation for the three months ended March 31, 20202021 and 2019,2020, respectively.
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
| | 2021 | | 2020 | | | | | | | | | | |
KKR Equity Incentive Plan Awards (1) | $ | 64,527 | | | $ | 51,003 | | | | | | | | | | | |
| KKR Holdings Awards | 16,367 | | | 20,576 | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Total | $ | 80,894 | | | $ | 71,579 | | | | | | | | | | | |
|
| | | | | | | |
| | Three Months Ended March 31, |
| | 2020 | | 2019 |
| Equity Incentive Plans | $ | 51,003 |
| | $ | 54,885 |
|
| KKR Holdings Principal Awards | 20,576 |
| | 23,666 |
|
Total (1) | $ | 71,579 |
| | $ | 78,551 |
|
| |
(1) | Includes $0.3 million and $(0.3) million of equity based compensation for the three months ended March 31, 2020 and 2019, respectively, related to employees of equity method investees. Such amounts are included in Net Gains (Losses) from Investment Activities in the consolidated statements of operations. |
KKR Equity Incentive Plan Awards
Under KKR's Equity Incentive Plans,
Under the 2019 Equity Incentive Plan, KKR is permitted to grant equity awards representing ownership interests in KKR & Co. Inc. Class A common stock. On March 29, 2019, the 2019 Equity Incentive Plan became effective. Following the effectiveness of the 2019 Equity Incentive Plan, KKR no longer makes further grants under the 2010 Equity Incentive Plan, and the 2019 Equity Incentive Plan became KKR's only plan for providing new equity-based awards by KKR & Co. Inc. Outstanding awards under the 2010 Equity Incentive Plan will remain outstanding, unchanged and subject to the terms of the 2010 Equity Incentive Plan and their respective equity award agreements, until the vesting, expiration or lapse of such awards in accordance with their terms. The total number of equity awards representing shares of Class A common stock that may be issued under the 2019 Equity Incentive Plan is equivalent to 15% of the aggregate number of the shares of Class A common stock and KKR Group Partnership Units (excluding KKR Group Partnership Units held by KKR & Co. Inc. or its wholly-owned subsidiaries), subject to annual adjustment. Equity awards granted pursuant to the Equity Plans generally consist of (i) restricted stock units ("RSUs") that convert to shares of common stock of KKR & Co. Inc. (or cash equivalent) upon vesting and (ii) restricted holdings units ("RHUs") that are exchangeable into shares of common stock of KKR & Co. Inc. upon vesting and certain other conditions. Vested awards under the Equity Incentive Plans dilute KKR & Co. Inc. common stockholders and KKR Holdings pro rata in accordance with their respective percentage interests in KKR Group Partnership.
Equity awards have been granted underService-Vesting Awards
Under the Equity Incentive Plans, andKKR grants equity awards that are generally subject to service-based vesting, typically over a three to five yearfive-year period from the date of grant.grant (referred to hereafter as "Service-Vesting Awards"). In certain cases, these awardsService-Vesting Awards may have a percentage of the award that vests immediately upon grant. Additionally, some but not all Service-Vesting Awards are subject to transfer restrictions and/or minimum retained ownership requirements. The transfer restriction period, if applicable, lasts for (i) one year with respect to one-half of the interests vesting on any vesting date and (ii) two years with respect to the other one-half of the interests vesting on such vesting date. While providing services to KKR, if applicable, certainsome but not all of these awards are also subject to minimum retained ownership rules requiring the award recipient to continuously hold shares of Class A common stock equivalents equal to at least 15% of their cumulatively vested awards that have or had the minimum retained ownership requirement. Holders of the Service-Vesting Awards do not participate in dividends until such awards have met their vesting requirements.
Expense associated with the vesting of these awardsService-Vesting Awards is based on the closing price of the KKR & Co. Inc. Class A common stock on the date of grant, discounted for the lack of participation rights in the expected dividends on unvested shares.
The following table presents information regarding the discount for the lack of participation rights in the expected dividends by grant date:
|
| | | | |
| Date of Grant | | Discount per share (1) |
| January 1, 2016 to December 31, 2016 | | $ | 0.64 |
|
| January 1, 2017 to December 31, 2017 | | $ | 0.68 |
|
| January 1, 2018 to June 30, 2018 | | $ | 0.68 |
|
| July 1, 2018 to December 31, 2019 | | $ | 0.50 |
|
| January 1, 2020 to Present | | $ | 0.54 |
|
| |
(1) | Represents the annual discount for the lack of participation rights on expected dividends. The total discount on any given tranche of unvested shares is calculated as the discount per share multiplied by the number of years in the applicable vesting period. |
equity awards. Expense is recognized on a straight line basis over the life of the award and assumes a forfeiture rate of up to 7% annually based upon expected turnover by class of recipient.
Notes to Financial Statements (Continued)
| | | | | | | | |
| Year | | Unrecognized Expense
(in millions) |
| Remainder of 2021 | | $ | 104.4 | |
| 2022 | | 113.6 | |
| 2023 | | 87.4 | |
| 2024 | | 66.0 | |
| 2025 | | 56.8 | |
| 2026 | | 13.5 | |
| Total | | $ | 441.7 | |
A summary of the status of unvested Service-Vesting Awards granted under the Equity Incentive Plans from January 1, 2021 through March 31, 2021 is presented below:
| | | | | | | | | | | |
| | Shares | | Weighted
Average Grant
Date Fair Value |
| Balance, January 1, 2021 | 23,866,696 | | | $ | 28.28 | |
| Granted | 362,813 | | | 38.09 | |
| Vested | (1,205,812) | | | 37.77 | |
| Forfeitures | (166,054) | | | 26.34 | |
| Balance, March 31, 2021 | 22,857,643 | | | $ | 27.95 | |
The weighted average remaining vesting period over which unvested Service-Vesting Awards are expected to vest is 1.7 years.
A summary of the remaining vesting tranches of awards granted under the Equity Incentive Plans is presented below:
| | | | | | | | |
| Vesting Date | | Shares |
| April 1, 2021 | | 4,564,493 | |
| October 1, 2021 | | 3,023,567 | |
| April 1, 2022 | | 3,793,421 | |
| October 1, 2022 | | 1,667,548 | |
| April 1, 2023 | | 3,058,791 | |
| October 1, 2023 | | 410,293 | |
| April 1, 2024 | | 2,428,868 | |
| October 1, 2024 | | 199,809 | |
| April 1, 2025 | | 1,839,434 | |
| October 1, 2025 | | 158,430 | |
| April 1, 2026 | | 1,712,989 | |
| | 22,857,643 | |
Market Condition Awards
On November 2, 2017,Under KKR's Co-Presidents and Co-Chief Operating Officers were each grantedEquity Incentive Plans, KKR also grants equity awards representing 2.5 million shares of KKR Class A common stockthat are subject to a market price-based vesting condition ("Market(referred to hereafter as "Market Condition Awards"). These
Notes to Financial Statements (Continued)
During the fourth quarter of 2020 and the first quarter of 2021, KKR granted 16.9 million and 2.2 million of Market Condition Awards, respectively, subject to both stock price target requirements and service requirements. The number of Market Condition awards were granted under the 2010 Equity Incentive Plan. All of such awardsthat will vest will depend upon the market price of KKR Class A common stock reaching and maintaining a 20 day average closing market price of $40 per share for 10 consecutive trading daysbased on the vesting schedules provided below on or prior to December 31, 2022,May 1, 2026, subject to the employee's continued service to the time of such vesting. If the $40May 1, 2026, subject to exceptions. For any price target istargets not achieved, by the closethat portion of business on December 31, 2022, the unvested Market Condition Awardsawards will be automatically canceled and forfeited. These Market Condition Awardsawards are subject to additional transfer restrictions and minimum retained ownership requirements after vesting. Each recipient received awards with market price-based vesting conditions based on either Type 1 or Type 2, not both.
| | | | | | | | | | | | | | |
| Vesting Condition Type 1 | | Vesting Condition Type 2 |
| Stock Price | Vesting % | | Stock Price | Vesting % |
| $ | 45.00 | | 25.0 | % | | $ | 45.00 | | 16.7 | % |
| $ | 50.00 | | 50.0 | % | | $ | 50.00 | | 33.4 | % |
| $ | 55.00 | | 75.0 | % | | $ | 55.00 | | 50.1 | % |
| $ | 60.00 | | 100.0 | % | | $ | 60.00 | | 66.8 | % |
| | | $ | 65.00 | | 83.5 | % |
| | | $ | 70.00 | | 100.0 | % |
Due to the existence of the market condition,service requirement, the vesting period for thethese Market Condition Awards is not explicit, and as such, compensation expense will be recognized on a straight-line basis over the period derived from the valuation technique useddate of grant through May 1, 2026 and assumes a forfeiture rate of up to estimate the grant-date fair value of the award (the "Derived Vesting Period").4% annually based upon expected turnover. The fair value of the Market Condition Awards atawards granted in the datefourth quarter of grant2020 was $4.02$22.56 and $19.87 per share for vesting condition Type 1 and vesting condition Type 2, respectively, based on a Monte-Carlo simulation valuation model due to the existence of the market condition described above.
Below is a summary of the significant assumptions used to estimate the grant datemodel. The fair value of the Market Condition Awards:
|
| | | |
Closing KKR share price as of valuation date | | $19.90 |
Risk Free Rate | | 2.02 | % |
Volatility | | 25.00 | % |
Dividend Yield | | 3.42 | % |
Expected Cost of Equity | | 11.02 | % |
awards granted in the first quarter of 2021 was $34.10 per share for vesting condition Type 2, based on a Monte-Carlo simulation valuation model. In addition, the grant date fair value assumes that holders of the Market Condition Awards will not participate in dividends or distributions until such awards have met all of their vesting requirements. Compensation expense
Below is recognized overa summary of the Derived Vesting Period, which was estimatedsignificant assumptions used to be 3 years fromestimate the grant date fair value of grant, on a straight-line basis. As of March 31, 2020, there was approximately $4.0 million of estimated unrecognized compensation expense related to unvestedthese Market Condition Awards and such awards did not meet their market-price based vesting condition.Awards:
| | | | | | | | | | | |
| Grant Date | | Fourth Quarter 2020 | First Quarter 2021 |
| Closing KKR share price as of valuation date | | $37.93 | $47.09 |
| Risk Free Rate | | 0.41 | % | 0.60 | % |
| Volatility | | 28.00 | % | 28.00 | % |
| Dividend Yield | | 1.53 | % | 1.23 | % |
| Expected Cost of Equity | | 10.76 | % | 10.28 | % |
As of March 31, 2020,2021, there was approximately $246.7$337.0 million of total estimated unrecognized expense related to these unvested awards, including Market Condition Awards.awards. That cost is expected to be recognized as follows:
| | | | | | | | |
| Year | | Unrecognized Expense
(in millions) |
| Remainder of 2021 | | $ | 42.5 | |
| 2022 | | 60.1 | |
| 2023 | | 64.6 | |
| 2024 | | 69.6 | |
| 2025 | | 74.4 | |
| 2026 | | 25.8 | |
| Total | | $ | 337.0 | |
|
| | | | |
| Year | | Unrecognized Expense
(in millions) |
| Remainder of 2020 | | $ | 111.7 |
|
| 2021 | | 86.3 |
|
| 2022 | | 38.3 |
|
| 2023 | | 8.4 |
|
| 2024 | | 1.7 |
|
| 2025 | | 0.3 |
|
| Total | | $ | 246.7 |
|
Notes to Financial Statements (Continued)
A summary of the status of unvested Market Condition awards granted under the Equity Incentive Plans excluding Market Condition Awards as described above, from January 1, 20202021 through March 31, 20202021 is presented below:
|
| | | | | | |
| | Shares | | Weighted Average Grant Date Fair Value |
| Balance, January 1, 2020 | 22,697,645 |
| | $ | 18.46 |
|
| Granted | 68,419 |
| | 28.55 |
|
| Vested | (23,187 | ) | | 15.17 |
|
| Forfeitures | (194,274 | ) | | 17.81 |
|
| Balance, March 31, 2020 | 22,548,603 |
| | $ | 18.50 |
|
| | | | | | | | | | | |
| | Shares | | Weighted
Average Grant
Date Fair Value |
| Balance, January 1, 2021 | 16,875,000 | | | $ | 21.07 | |
| Granted | 2,200,000 | | | 34.10 | |
| Vested | 0 | | | 0 | |
| Forfeitures | 0 | | | 0 | |
| Balance, March 31, 2021 | 19,075,000 | | | $ | 22.57 | |
The weighted average remainingAs of March 31, 2021, 3.8 million of these Market Condition awards met their market-price based vesting period over which unvested awards are expected to vest is 1.0 years.
Notes to Financial Statements (Continued)
A summary of the remaining vesting tranches of awards granted under the Equity Incentive Plans is presented below:
|
| | | |
Vesting Date | | Shares |
April 1, 2020 | | 6,790,406 |
|
October 1, 2020 | | 4,135,013 |
|
April 1, 2021 | | 4,728,893 |
|
October 1, 2021 | | 2,625,837 |
|
April 1, 2022 | | 1,659,089 |
|
October 1, 2022 | | 1,325,461 |
|
April 1, 2023 | | 838,826 |
|
October 1, 2023 | | 130,649 |
|
April 1, 2024 | | 182,585 |
|
October 1, 2024 | | 5,133 |
|
April 1, 2025 | | 126,711 |
|
| | 22,548,603 |
|
KKR Holdings Awards
KKR Holdings units are exchangeable for KKR Group Partnership Units and allow for their exchange into Class A common stock of KKR & Co. Inc. on a 1-for-one basis. As of March 31, 20202021 and 2019,2020, KKR Holdings owned approximately 32.1% or 273,367,712 units and 34.1% or 286,477,271 units and 35.9% or 298,645,285 units, respectively, of outstanding KKR Group Partnership Units. Awards for KKR Holdings units that have been granted are generally subject to service basedservice-based vesting, typically over a three to five yearfive-year period from the date of grant. They are also generally subject to transfer restrictions which last for (i) one year with respect to one-half of the interests vesting on any vesting date and (ii) two years with respect to the other one-half of the interests vesting on such vesting date. While providing services to KKR, the recipients are also subject to minimum retained ownership rules requiring them to continuously hold 25% of their vested interests. Upon separation from KKR, award recipients are subject to the terms of a confidentiality and restrictive covenants agreement that would require the forfeiture of certain vested and unvested units should the terms of the agreement be violated. Holders of KKR Holdings units are not entitled to participate in distributions made on KKR Group Partnership Units underlying their KKR Holdings units until such units are vested. AllAs of March 31, 2021, all of the KKR Holdings units (except for less than 1.2% of the outstanding KKR Holdings units) have been granted, as of March 31, 2020, and certain Holdings units remain subject to vesting.
The fair value of awards granted out of KKR Holdings is generally based on the closing price of KKR & Co. Inc. Class A common stock on the date of grant discounted for the lack of participation rights in the expected distributions on unvested units. KKR determined this to be the best evidence of fair value as KKR & Co. Inc. Class A common stock is traded in an active market and has an observable market price. Additionally, a KKR Holdings unit is an instrument with terms and conditions similar to those of KKR & Co. Inc. Class A common stock. Specifically, units in KKR Holdings and shares of KKR & Co. Inc. represent ownership interests in KKR Group Partnership Units and, subject to any vesting, minimum retained ownership requirements and transfer restrictions, each KKR Holdings unit is exchangeable into a KKR Group Partnership Unit and then into a share of KKR & Co. Inc. Class A common stock on a 1-for-one basis.
In February 2016, approximately 28.9 million KKR Holdings units were granted that were originally subject to market condition and service-based vesting that were subsequently modified in November 2016 to eliminate the market condition vesting and instead require only service-based vesting in equal annual installments over a five yearfive-year period. At the date of modification, total future compensation expense amounted to $320.9 million, net of estimated forfeitures, to be recognized over the remaining vesting period of the modified awards.
The awards described above were granted from outstanding but previously unallocated units of KKR Holdings, and consequently these grants did not increase the number of KKR Holdings units outstanding or outstanding KKR & Co. Inc. Class A common stock on a fully-diluted basis. If and when vested, these awards will not dilute KKR's respective ownership interests in KKR Group Partnership.
KKR Holdings awards give rise to equity-based compensation in the consolidated statements of operations based on the grant-date fair value of the award discounted for the lack of participation rights in the expected distributions on unvested units. This discount is consistent with that noted above for shares issued under the Equity Incentive Plans.
Notes to Financial Statements (Continued)
Expense is recognized on a straight line basis over the life of the award and assumes a forfeiture rate of up to 7% annually based on expected turnover by class of recipient.
Notes to Financial Statements (Continued)
As of March 31, 2020,2021, there was approximately $129.3$54.5 million of estimated unrecognized expense related to unvested KKR Holdings awards. That cost is expected to be recognized as follows:
|
| | | | |
| Year | | Unrecognized Expense
(in millions) |
| Remainder of 2020 | | $ | 58.5 |
|
| 2021 | | 45.1 |
|
| 2022 | | 25.7 |
|
| Total | | $ | 129.3 |
|
| | | | | | | | |
| Year | | Unrecognized Expense
(in millions) |
| Remainder of 2021 | | $ | 28.7 | |
| 2022 | | 25.8 | |
| Total | | $ | 54.5 | |
A summary of the status of unvested awards granted under the KKR Holdings Plan from January 1, 20202021 through March 31, 20202021 is presented below:
|
| | | | | | |
| | Units | | Weighted Average Grant Date Fair Value |
| Balance, January 1, 2020 | 16,569,479 |
| | $ | 14.43 |
|
| Granted | — |
| | — |
|
| Vested | — |
| | — |
|
| Forfeitures | (360,000 | ) | | 11.19 |
|
| Balance, March 31, 2020 | 16,209,479 |
| | $ | 14.51 |
|
| | | | | | | | | | | |
| | Units | | Weighted
Average Grant
Date Fair Value |
| Balance, January 1, 2021 | 10,240,000 | | | $ | 14.33 | |
| Granted | 0 | | | 0 | |
| Vested | 0 | | | 0 | |
| Forfeitures | 0 | | | 0 | |
| Balance, March 31, 2021 | 10,240,000 | | | $ | 14.33 | |
The weighted average remaining vesting period over which unvested awards are expected to vest is 1.20.8 years.
A summary of the remaining vesting tranches of awards granted under the KKR Holdings Plan is presented below:
| | | | | | | | |
| Vesting Date | | Units |
| May 1, 2021 | | 2,905,000 | |
| October 1, 2021 | | 3,425,000 | |
| October 1, 2022 | | 3,910,000 | |
| | 10,240,000 | |
Equity Based Compensation - Insurance
The following table summarizes the expense associated with Global Atlantic equity-based compensation for the three months ended March 31, 2021.
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
| 2021 | | | | | | | | | | | | |
| Global Atlantic Book Value and Other Awards | $ | 7,201 | | | | | | | | | | | | | |
| KKR Equity Incentive Plan Awards | 210 | | | | | | | | | | | | | |
| | | |
Vesting Date | | Units | | | | | | | |
April 1, 2020Total | $ | 124,4797,411 |
|
May 1, 2020 | | 2,905,000 |
|
October 1, 2020 | | 2,940,000 |
|
May 1, 2021 | | 2,905,000 |
|
October 1, 2021 | | 3,425,000 |
|
October 1, 2022 | | 3,910,000 |
|
| | 16,209,479 |
|
NaN equity-based compensation costs were capitalized during the three months ended March 31, 2021.
On February 1, 2021, in connection with the GA Acquisition, employees of Global Atlantic were awarded a one-time grant of RSUs under the 2019 Equity Incentive Plan. These awards (i) are subject to service-based vesting conditions and (ii) expense associated with the vesting of these awards is based on the closing price of KKR & Co. Inc. common stock on the date of grant, consistent with other awards granted under the 2019 Equity Incentive Plan as described above.
Notes to Financial Statements (Continued)
13.
The following table presents Global Atlantic’s unrecognized compensation expense and the expected weighted average period over which these expenses will be recognized as of March 31, 2021:
| | | | | | | | | | | | | | |
| | March 31, 2021 |
| | Expense | | Weighted average period (years) |
| GA Book Value Awards | | $ | 91,105 | | | 2.85 |
| | | | |
| Unrecognized compensation expense, as of end of period | | $ | 91,105 | | | |
On February 1, 2021, Global Atlantic adopted the Global Atlantic Financial Company Book Value Award Plan ("GA Plan") to enhance the ability of Global Atlantic to attract, motivate and retain its employees and to promote the success of the Global Atlantic business.
The GA Plan authorizes the grant of cash-settled awards ("book value awards") representing the right to receive 1 or more payments upon vesting equal to the product of an initial dollar value set by the award multiplied by a pre-determined formula as of each applicable vesting date. The predetermined formula is equal to the quotient determined by dividing the book value of 1 share of TGAFG on the applicable vesting date by the book value of a share on the original grant date, subject to adjustments. Book value awards generally vest in 3 equal, annual installments, subject to continued employment.
On February 1, 2021, under the terms of the GA Merger Agreement and in accordance with applicable plan documentation, former Global Atlantic restricted share awards that were unvested immediately prior to the closing of the GA Acquisition converted into the right to receive a number of book value awards under the GA Plan having the same value and the same vesting schedule as the former Global Atlantic restricted share awards immediately prior to the closing of the GA Acquisition.
An aggregate of 3,020,017 unvested former Global Atlantic restricted share awards having a fair value of $29.47 per share were converted to book value awards at an aggregate grant-date value of $89 million. On February 28, 2021, book value awards having an aggregate value of approximately $28 million vested as set forth in the former Global Atlantic grant agreements and resulted in a cash payment of $17 million to participants, net of applicable tax withholding.
Also in connection with the GA Acquisition, on February 1, 2021, Global Atlantic employees were issued a one-time grant of book value awards having an aggregate initial value of $23 million. These one-time book value awards vest over five (5) years, with the first 25% vesting on April 1, 2023 and the remainder vesting 25% annually on April 1 each subsequent year until fully vested, subject to continued employment. Global Atlantic is recording compensation expense over the vesting schedule of the awards, net of an estimated forfeiture rate of 4%.
On March 1, 2021, pursuant to the GA Plan, book value awards having an aggregate initial value of approximately $32 million were granted. Such book value awards generally vest annually over three years in equal increments, subject to continued employment. Global Atlantic is recording compensation expense over the vesting schedule of the awards, net of an estimated forfeiture rate of 4%.
Global Atlantic began recognizing long-term incentive expense for the book value awards described above at the grant dates, based on their initial value. The table below presents the activity related to book value awards for the three months ended March 31, 2021:
| | | | | | | | |
| | Book value awards ($ in thousands) |
| Outstanding amount as of beginning of period | | $ | 0 | |
| Pre-acquisition awards converted to book-value awards on February 1, 2021 | | 89,000 | |
| Granted | | 53,969 | |
| Forfeited | | (957) | |
| Vested and issued | | (30,280) | |
| | |
| Outstanding amount as of end of period | | $ | 111,732 | |
Notes to Financial Statements (Continued)
19. RELATED PARTY TRANSACTIONS
Due from Affiliates consists of:
| | | | March 31, 2020 | | December 31, 2019 | | March 31, 2021 | | December 31, 2020 |
| Amounts due from portfolio companies | $ | 119,786 |
| | $ | 120,391 |
| Amounts due from portfolio companies | $ | 165,636 | | | $ | 164,113 | |
| Amounts due from unconsolidated investment funds | 731,965 |
| | 594,184 |
| Amounts due from unconsolidated investment funds | 893,403 | | | 707,758 | |
| Amounts due from related entities | 733 |
| | 2,824 |
| Amounts due from related entities | 2,392 | | | 1,123 | |
| Due from Affiliates | $ | 852,484 |
| | $ | 717,399 |
| Due from Affiliates | $ | 1,061,431 | | | $ | 872,994 | |
Due to Affiliates consists of:
| | | | | | | | | | | | | |
| | March 31, 2021 | | December 31, 2020 | | |
| Amounts due to KKR Holdings - tax receivable agreement | $ | 214,879 | | | $ | 204,014 | | | |
| Amounts due to unconsolidated investment funds | 107,632 | | | 121,163 | | | |
| | | | | |
| Due to Affiliates | $ | 322,511 | | | $ | 325,177 | | | |
|
| | | | | | | |
| | March 31, 2020 | | December 31, 2019 |
| Amounts due to KKR Holdings - tax receivable agreement | $ | 145,071 |
| | $ | 131,288 |
|
| Amounts due to unconsolidated investment funds | 116,649 |
| | 154,810 |
|
| Due to Affiliates | $ | 261,720 |
| | $ | 286,098 |
|
14.
Notes to Financial Statements (Continued)
20. SEGMENT REPORTING
KKR operates through 2 reportable segments which are presented below and reflect how its chief operating decision-makers allocate resources and assess performance:
•Asset Management -the asset management business offers a broad range of investment management services to investment funds, vehicles and accounts (including Global Atlantic) and provides capital markets services to portfolio companies and third parties. This reportable segment also reflects how its business lines operate collaboratively with predominantly a single expense pool.
•Insurance - the insurance business is operated by Global Atlantic, which is a leading U.S. annuity and life insurance company that provides a broad suite of protection, legacy and savings products and reinsurance solutions to clients across individual and institutional markets. Global Atlantic primarily generates income by earning a spread between its investment income and the cost of policyholder benefits.
KKR’s segment profitability measure used to make operating decisions and assess performance across KKR’s reportable segments is presented prior to giving effect to the allocation of income (loss) among KKR & Co. Inc., KKR Holdings L.P. and holders of other exchangeable securities, and the consolidation of the investment funds, vehicles and accounts that KKR advises, manages or sponsors (including CFEs). KKR's segment profitability measure excludes: (i) equity-based compensation charges, (ii) amortization of acquired intangibles, (iii) strategic transaction-related charges and (iv) non-recurring items, if any. Strategic transaction-related items arise from corporate actions and consist primarily of (i) impairments, (ii) non-monetary gains or losses on divestitures, (iii) transaction costs from strategic acquisitions, and (iv) depreciation on real estate that KKR owns and occupies. Segment operating earnings for the Asset Management and Insurance segments is further defined as follows:
•Asset Management Segment Operating Earnings is the profitability measure used to make operating decisions and to assess the performance of the Asset Management segment and is comprised of: (i) Fee Related Earnings, (ii) Realized Performance Income, (iii) Realized Performance Income Compensation, (iv) Realized Investment Income (Loss), and (v) Realized Investment Income Compensation. Asset Management Segment Operating Earnings excludes (i) unrealized carried interest, (ii) net unrealized gains (losses) on investments, and (iii) related unrealized performance income compensation expense. Management fees earned by KKR as the adviser, manager, or sponsor for its investment funds, vehicles and accounts, including management fees paid to KKR by Global Atlantic's insurance companies and management fees paid to Global Atlantic by reinsurance investment vehicles, are included in Asset Management Segment Operating Earnings.
•Insurance Segment Operating Earnings is the profitability measure used to make operating decisions and to assess the performance of the Insurance segment and is comprised of: (i) Net Investment Income, (ii) Net Cost of Insurance, (iii) General, Administrative, and Other Expenses, (iv) Income Taxes, and (v) Net income Attributable to Noncontrolling Interests. The non-operating adjustments made to derive Insurance Segment Operating Earnings eliminate the impact of: (i) realized (gains) losses related to asset/liability matching investments strategies, (ii) unrealized investment (gains) losses, (iii) changes in the fair value of derivatives, embedded derivatives, and fair value liabilities for fixed-indexed annuities, indexed universal life contracts and variable annuities, and (iv) the associated income tax effects of all exclusions from Insurance Segment Operating Earnings except for equity-based compensation expense. Insurance Segment Operating Earnings includes (i) realized gains and losses not related to asset/liability matching investments strategies and (ii) the investment management fee expenses that are earned by KKR as the investment adviser of Global Atlantic's insurance companies.
Modification of Segment Information
In connection with the acquisition of Global Atlantic on February 1, 2021, KKR reevaluated the manner in which it makes operational and resource deployment decisions and assesses the overall performance of KKR's business. Effective with the three months ended March 31, 2021, the items detailed below have changed with respect to the preparation of the reports used by KKR's chief operating decision makers. As a result, KKR has modified the presentation of its segment financial information effective as of and for the three months ended March 31, 2021 with retrospective application to all prior periods presented.
Notes to Financial Statements (Continued)
The most significant changes between KKR's current segment presentation and its previous segment presentation reported prior to the three months ended March 31, 2021, are as follows:
•NaN Reportable Segments - KKR operates through 2 reportable segment due to the acquisition of Global Atlantic, which represents a separate reportable segment. The Asset Management segment represents KKR's business separate from its insurance operations and what previously was identified as 1 operating and reportable segment. This single reportableThe Asset Management segment reflectscontinues to reflect how the chief operating decision makers allocate resources and assess performance under KKR's "one-firm approach,"in the asset management business, which includes operating collaboratively across asset management business lines, with predominantly a single expense pool.
15.
In connection with these modifications, segment information as of and for the three months ended March 31, 2021 has been presented in this Quarterly Report on Form 10-Q to conform to KKR's current segment presentation for comparability purposes. Consequently, this information will be different from the historical segment financial results previously reported by KKR in its reports filed with the SEC.
Notes to Financial Statements (Continued)
Segment Presentation
The following tables set forth information regarding KKR's segment results:
| | | | | | | | | | | |
| Three Months Ended |
| March 31, 2021 | | March 31, 2020 |
| | | |
Management Fees (1) | $ | 439,740 | | | $ | 336,074 | |
| Transaction and Monitoring Fees, Net | 135,677 | | | 79,428 | |
| Fee Related Performance Revenues | 10,296 | | | 9,156 | |
| Fee Related Compensation | (131,785) | | | (83,345) | |
| Other Operating Expenses | (90,161) | | | (83,531) | |
| Fee Related Earnings | 363,767 | | | 257,782 | |
| Realized Performance Income | 171,309 | | | 363,132 | |
| Realized Performance Income Compensation | (109,986) | | | (225,278) | |
| Realized Investment Income | 461,273 | | | 145,164 | |
| Realized Investment Income Compensation | (69,191) | | | (17,604) | |
| Asset Management Segment Operating Earnings | 817,172 | | | 523,196 | |
| | | |
Net Investment Income (1) | 445,898 | | | 0 | |
| Net Cost of Insurance | (250,219) | | | 0 | |
| General, Administrative and Other | (75,489) | | | 0 | |
| Pre-tax Insurance Operating Earnings | 120,190 | | | 0 | |
| Income Taxes | (16,626) | | | 0 | |
| Net Income Attributable to Noncontrolling Interest | (40,299) | | | 0 | |
| Insurance Segment Operating Earnings | 63,265 | | | 0 | |
| | | |
| Total Segment Operating Earnings | $ | 880,437 | | | $ | 523,196 | |
| | | |
(1) Includes intersegment management fees of $22.9 million for the three months ended March 31, 2021. |
| | | |
| As of |
| March 31, 2021 | | March 31, 2020 |
| Segment Assets: | | | |
| - Asset Management | $ | 28,247,535 | | | $ | 19,721,302 | |
| - Insurance | 131,350,085 | | | 0 | |
| Total Segment Assets | $ | 159,597,620 | | | $ | 19,721,302 | |
| | | |
| Three Months Ended |
| Noncash expenses excluded from Segment Operating Earnings | March 31, 2021 | | March 31, 2020 |
| Equity Based Compensation | | | |
| - Asset Management | $ | 64,317 | | | $ | 51,003 | |
| - Insurance | 7,411 | | | 0 | |
| Total Non-cash expenses | $ | 71,728 | | | $ | 51,003 | |
| | | |
| | | |
Notes to Financial Statements (Continued)
Reconciliations of Total Segment Amounts
The following tables reconcile the Segment Revenues, Segment Operating Earnings, and Segment Assets to their equivalent GAAP measure:
| | | | | | | | | | | |
| Three Months Ended |
| March 31, 2021 | | March 31, 2020 |
| | | |
| Total GAAP Revenues | $ | 4,563,006 | | | $ | (1,001,505) | |
| Impact of Consolidation and Other | 123,448 | | | 95,029 | |
| Asset Management Adjustments: | | | |
| Capital Allocation-Based Income (GAAP) | (2,684,647) | | | 1,382,077 | |
| Realized Carried Interest | 165,142 | | | 361,331 | |
| Realized Investment Income | 461,273 | | | 145,164 | |
| Capstone Fees | (20,080) | | | (20,918) | |
| Expense Reimbursements | (27,729) | | | (28,224) | |
| Insurance Adjustments: | | | |
| Premiums | (1,176,142) | | | 0 | |
| Policy Fees | (201,683) | | | 0 | |
| Other Income | (18,144) | | | 0 | |
| Investment Gains and Losses | 259,168 | | | 0 | |
| Derivative Gains and Losses | 220,581 | | | 0 | |
Total Segment Revenues (1) | $ | 1,664,193 | | | $ | 932,954 | |
(1)Total Segment Revenues is comprised of (i) Management Fees, (ii) Transaction and Monitoring Fees, Net, (iii) Fee Related Performance Revenues, (iv) Realized Performance Income, (v) Realized Investment Income, and (vi) Net Investment Income.
| | | | | | | | | | | |
| Three Months Ended |
| March 31, 2021 | | March 31, 2020 |
| | | |
| Income (Loss) Before Tax (GAAP) | $ | 4,354,106 | | | $ | (4,588,632) | |
| Impact of Consolidation and Other | (1,375,375) | | | 2,034,098 | |
| Interest Expense | 57,545 | | | 47,434 | |
| Equity-based compensation - KKR Holdings | 16,434 | | | 20,696 | |
| Asset Management Adjustments: | | | |
| Unrealized Carried Interest | (2,109,018) | | | 1,659,940 | |
| Net Unrealized Gains (Losses) | (1,316,644) | | | 1,974,531 | |
| Unrealized Performance Income Compensation | 896,907 | | | (675,874) | |
| Strategic Corporate Transaction-Related Charges | 4,875 | | | 0 | |
| Equity-based compensation | 49,761 | | | 49,334 | |
| Equity-based compensation - Performance based | 14,556 | | | 1,669 | |
| Insurance Adjustments: | | | |
| Net (Gains) Losses from Investments and Derivatives | 289,235 | | | 0 | |
| Strategic Corporate Transaction-Related Charges | 4,819 | | | 0 | |
| Equity-based and Other Compensation | 7,411 | | | 0 | |
| Amortization of Acquired Intangibles | 2,451 | | | 0 | |
| Income Taxes | (16,626) | | | 0 | |
| Total Segment Operating Earnings | $ | 880,437 | | | $ | 523,196 | |
| | | |
| | | |
Notes to Financial Statements (Continued)
| | | | | | | | | | | |
| As of |
| March 31, 2021 | | March 31, 2020 |
| Total GAAP Assets | $ | 216,445,114 | | | $ | 55,601,075 | |
| Impact of Consolidation and Other | (53,636,814) | | | (34,876,939) | |
| Carry Pool Reclassifications | (2,815,328) | | | (773,151) | |
| Other Reclassifications | (395,352) | | | (229,683) | |
| Total Segment Assets | $ | 159,597,620 | | | $ | 19,721,302 | |
Notes to Financial Statements (Continued)
21. EQUITY
Stockholders' Equity
Class A, Class B and Class C Common Stock
Class A
The common stock of KKR & Co. Inc. is entitled to vote as provided by ourits certificate of incorporation, Delaware lawGeneral Corporation Law and the rules of the NYSE. ClassSubject to preferences that apply to shares of Series A Preferred Stock, Series B Preferred Stock, Series C Mandatory Convertible Preferred Stock and any other shares of preferred stock outstanding at the time on which dividends are payable, the holders of common stock are entitled to receive dividends out of funds legally available if the board of directors, in its discretion, determines to declare dividends and then only at the times and in the amounts that the board of directors may determine. The common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
Series I and Series II Preferred Stock
Except for any distribution required by Delaware law to be made upon a dissolution event, the holders of Series I preferred stock and Series II preferred stock do not have any economic rights to receive dividends. Series I preferred stock is entitled to vote on any other mattervarious matters that ismay be submitted to a vote of the stockholders.stockholders and the other matters as set forth in the certificate of incorporation. For matters on which our Class A common stock is entitled to vote, so long as the ratio at which KKR Group Partnership Units are exchangeable for Class Ashares of common stock remains on a one-for-one1-for-one basis, Class C commonSeries II preferred stock will vote together with Class A common stock as a single class and on an equivalent basis, unless required otherwise by Delaware law, except Class C commonSeries II preferred stock will vote separately as a class on any amendment to the certificate of incorporation that changes certain terms, rights or preferences of Class C commonSeries II preferred stock.
The Upon a dissolution event, each holder of Class B commonSeries I preferred stock will be entitled to a payment equal to $0.01 per share of Series I preferred stock and holderseach holder of Class C commonSeries II preferred stock do not have any economic rights to receive dividends or receive distributions upon the dissolution, liquidation or winding up of KKR. Class A common stock, Class B common stock and Class C common stock are notwill be entitled to preemptive rights, and, except in the casea payment equal to $0.000000001 per share of impermissible transfers of the Class B common stock, which would result in KKR’s redemption of such Class B common stock, are not subject to conversion, redemption or sinking fund provisions.Series II Preferred Stock.
See Note 17. "Subsequent Events."
Notes to Financial Statements (Continued)
Series A and Series B Preferred Stock
The board of directors is authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers (including voting powers), preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by the stockholders (except as may be required by the terms of any preferred stock then outstanding).
KKR & Co. Inc. has outstanding 13,800,000 shares of Series A Preferred Stock and 6,200,000 shares of Series B Preferred Stock. Series A Preferred Stock and Series B Preferred Stock trade on the NYSE under the symbols "KKR PR A" and "KKR PR B",B," respectively, and were originally issued on March 17, 2016 and June 20, 2016, respectively. The terms of the preferred stock are set forth in our certificate of incorporation.
If declared, dividends on the Series A Preferred Stock and Series B Preferred Stock are payable quarterly on March 15, June 15, September 15 and December 15 of each year, at a rate per annum equal to 6.75%, in the case of Series A Preferred Stock, and 6.50%, in the case of Series B Preferred Stock. Dividends on the Series A Preferred Stock and Series B Preferred Stock are discretionary and non-cumulative. Holders of the Series A Preferred Stock and Series B Preferred Stock will only receive dividends on such shares when, as and if declared by the board of directors. KKR has no obligation to declare or pay any dividends for any dividend period, whether or not dividends on any series of preferred stock are declared or paid for any other dividend period.
Unless dividends have been declared and paid (or declared and set apart for payment) on Series A Preferred Stock and Series B Preferred Stock for a quarterly distribution period, KKR & Co. Inc. may not declare or pay dividends on, or repurchase, any of its shares that are junior to Series A Preferred Stock and Series B Preferred Stock, including Class A common stock, during such dividend period. A dividend period begins on a dividend payment date and extends to, but excludes, the next dividend payment date.
If KKR & Co. Inc. dissolves, then the holders of the Series A Preferred Stock and Series B Preferred Stock are entitled to receive payment of a $25.00 liquidation preference per share, plus declared and unpaid dividends, if any, to the extent that KKR has sufficient gross income (excluding any gross income attributable to the sale or exchange of capital assets) such that holders of such preferred stock have capital account balances equal to such liquidation preference, plus declared and unpaid dividends, if any.
Notes to Financial Statements (Continued)
The Series A Preferred Stock and Series B Preferred Stock do not have a maturity date. However, Series A Preferred Stock may be redeemed at KKR & Co. Inc.’s option, in whole or in part, at any time on or after June 15, 2021, at a price of $25.00 per share, plus declared and unpaid dividends, if any. Series B Preferred Stock may be redeemed at KKR & Co. Inc.’s option, in whole or in part, at any time on or after September 15, 2021, at a price of $25.00 per share, plus declared and unpaid dividends, if any. Holders of Series A Preferred Stock and Series B Preferred Stock have no right to require the redemption of such stock.
If a certain change of control event with a ratings downgrade occurs prior to June 15, 2021, in the case of Series A Preferred Stock, and September 15, 2021, in the case of Series B Preferred Stock, then Series A Preferred Stock or Series B Preferred Stock, as applicable, may be redeemed at KKR & Co. Inc.’s option, in whole but not in part, upon at least 30 days' notice, within 60 days of the occurrence of such change of control event, at a price of $25.25 per share, plus declared and unpaid dividends, if any. If such a change of control event occurs (whether before, on or after June 15, 2021, in the case of the Series A Preferred Stock, or September 15, 2021, in the case of the Series B Preferred Stock) and we do not give such notice, the dividend rate per annum on the applicable series of preferred stock will increase by 5.00%, beginning on the 31st day following such change of control event.
Series A Preferred Stock and Series B Preferred Stock are not convertible into common stock of KKR & Co. Inc. and have no voting rights, except that holders of Series A Preferred Stock and Series B Preferred Stock have certain voting rights in limited circumstances relating to the election of directors following the failure to declare and pay dividends, certain amendments to the terms of the preferred stock, and the creation of preferred stock that are senior to the Series A Preferred Stock and Series B Preferred Stock.
In connection with the issuance of the Series A Preferred Stock and Series B Preferred Stock, KKR Group Partnership issued for the benefit of KKR & Co. Inc. corresponding series of preferred units with economic terms that mirror those of the Series A Preferred Stock and Series B Preferred Stock, as applicable.
Series C Mandatory Convertible Preferred Stock
On August 14, 2020, KKR & Co. Inc. issued 23,000,000 shares, or $1.15 billion aggregate liquidation preference, of its 6.00% Series C Mandatory Convertible Preferred Stock (the "Series C Mandatory Convertible Preferred Stock").
Unless converted or redeemed earlier in accordance with the terms of the Series C Mandatory Convertible Preferred Stock, each share of Series C Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be September 15, 2023, into between 1.1662 shares and 1.4285 shares of common stock, in each case, subject to customary anti-dilution adjustments described in the certificate of designations related to the Series C Mandatory Convertible Preferred Stock. The number of shares of common stock issuable upon conversion will be determined based on the average volume weighted average price per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to September 15, 2023.
Dividends on the Series C Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our board of directors, or an authorized committee thereof, at an annual rate of 6.00% on the liquidation preference of $50.00 per share of Series C Mandatory Convertible Preferred Stock, and may be paid in cash or, subject to certain limitations, in shares of common stock or, subject to certain limitations, any combination of cash and shares of common stock. If declared, dividends on the Series C Mandatory Convertible Preferred Stock will be payable quarterly on March 15, June 15, September 15 and December 15 of each year to, and including, September 15, 2023, commencing on December 15, 2020.
Upon KKR & Co. Inc.’s voluntary or involuntary liquidation, winding-up or dissolution, each holder of the Series C Mandatory Convertible Preferred Stock would be entitled to receive a liquidation preference in the amount of $50.00 per share of Series C Mandatory Convertible Preferred Stock, plus an amount equal to accumulated and unpaid dividends on such shares, whether or not declared, to, but excluding, the date fixed for liquidation, winding-up or dissolution, to be paid out of KKR & Co. Inc.’s assets legally available for distribution to its stockholders after satisfaction of debt and other liabilities owed to KKR & Co. Inc.’s creditors and holders of shares of its stock ranking senior to the Series C Mandatory Convertible Preferred Stock and before any payment or distribution is made to holders of any stock ranking junior to the Series C Mandatory Convertible Preferred Stock, including, without limitation, common stock.
In connection with the issuance of the Series C Mandatory Convertible Preferred Stock, the limited partnership agreement of KKR Group Partnership was amended to provide for preferred units with economic terms designed to mirror those of the Series C Mandatory Convertible Preferred Stock.
Notes to Financial Statements (Continued)
Share Repurchase Program
KKR has increased the total available amount under its repurchase program to $500 million, which may be used for the repurchase of shares of Class A common stock of KKR & Co. Inc. and retirement of equity awards granted pursuant to the Equity Incentive Plans. Under thisKKR's repurchase program, shares of Class A common stock of KKR & Co. Inc. may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing, manner, price and amount of any repurchases will be determined by KKR in its discretion and will depend on a variety of factors, including legal requirements, price and economic and market conditions. In addition to the repurchases of Class A common stock, the repurchase program will be used for the retirement (by cash settlement or the payment of tax withholding amounts upon net settlement) of equity awards granted pursuant to our Equity Incentive Plans representing the right to receive Class A common stock. KKR expects that the program, which has no expiration date, will be in effect until the maximum approved dollar amount has been used. The program does not require KKR to repurchase or retire any specific number of shares of Class A common stock or equity awards, respectively, and the program may be suspended, extended, modified or discontinued at any time. As of April 30, 2021, the remaining amount available under the repurchase program was $280 million.
The following table presents KKR & Co. Inc. Class A common stock that has been repurchased or equity awards retired under the repurchase program:
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | |
| | | | | 2021 | | 2020 | | |
| Shares of common stock repurchased | | | | | 1,501,558 | | | 10,209,673 | | | |
| Equity awards for common stock retired | | | | | 1,325,853 | | | 0 | | | |
| | | | | | | | | |
| | | | | | | | | |
|
| | | | | |
| | Three Months Ended March 31, |
| | 2020 | | 2019 |
| Shares of Class A common stock repurchased | 10,209,673 |
| | 1,370,289 |
|
| Equity Awards for Class A common stock retired | — |
| | — |
|
Noncontrolling Interests
Noncontrolling interests represent (i) noncontrolling interests in consolidated entities and (ii) noncontrolling interests held by KKR Holdings.
Noncontrolling Interests in Consolidated Entities and Other
Noncontrolling interests in consolidated entities represent the non-redeemable ownership interests in KKR that are held primarily by:
| |
(i) | third party fund investors in KKR's consolidated funds and certain other entities; |
| |
(ii) | third parties entitled to up to 1% of the carried interest received by certain general partners of KKR's funds that have made investments on or prior to December 31, 2015; |
| |
(iii) | certain former principals and their designees representing a portion of the carried interest received by the general partners of KKR's private equity funds that was allocated to them with respect to private equity investments made during such former principals' tenure with KKR prior to October 1, 2009; |
| |
(iv) | certain principals and former principals representing all of the capital invested by or on behalf of the general partners of KKR's private equity funds prior to October 1, 2009 and any returns thereon; and |
| |
(v) | third parties in KKR's capital markets business line. |
Notes(iv)certain current and former principals representing all of the capital invested by or on behalf of the general partners of KKR's private equity funds prior to Financial Statements (Continued)
October 1, 2009 and any returns thereon;(v)third parties in KKR's Capital Markets business line;
(vi)holders of other exchangeable securities, which consist of vested restricted holdings units granted under the 2019 Equity Plan that are exchangeable into shares of common stock of KKR & Co. Inc.; and
(vii)third parties in KKR's insurance business including GA Rollover Investors, GA Co-Investors and third party investors in Global Atlantic's consolidated renewable energy entities.
Noncontrolling Interests held by KKR Holdings
Noncontrolling interests held by KKR Holdings includeconsist of economic interests held by principals indirectly in KKR Group Partnership Units. Such principals receive financial benefits from KKR's business in the form of distributions received from KKR Holdings and through their direct and indirect participation in the value of KKR Group Partnership Units held by KKR Holdings. These financial benefits are not paid by KKR & Co. Inc. and are borne by KKR Holdings.
Notes to Financial Statements (Continued)
The following tables present the calculation of total noncontrolling interests:
|
| | | | | | | | | | | |
| | Three Months Ended March 31, 2020 |
| | Noncontrolling Interests in Consolidated Entities | | Noncontrolling Interests Held by KKR Holdings | | Total Noncontrolling Interests |
| Balance at the beginning of the period | $ | 13,966,250 |
| | $ | 5,728,634 |
| | $ | 19,694,884 |
|
Net income (loss) attributable to noncontrolling interests (1) | (2,095,235 | ) | | (852,194 | ) | | (2,947,429 | ) |
Other comprehensive income (loss), net of tax (2) | (6,602 | ) | | (7,512 | ) | | (14,114 | ) |
Exchange of KKR Holdings Units to Class A Common Stock (3) | — |
| | (71,894 | ) | | (71,894 | ) |
| Equity-based and other non-cash compensation | — |
| | 20,696 |
| | 20,696 |
|
| Capital contributions | 1,120,943 |
| | 23 |
| | 1,120,966 |
|
| Capital distributions | (484,609 | ) | | (40,047 | ) | | (524,656 | ) |
Transfer of interests under common control (4) | (21,830 | ) | | 7,445 |
| | (14,385 | ) |
| Balance at the end of the period | $ | 12,478,917 |
| | $ | 4,785,151 |
| | $ | 17,264,068 |
|
| | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2021 |
| Noncontrolling Interests in Consolidated Entities and Other | | Noncontrolling Interests Held by KKR Holdings | | Total Noncontrolling Interests |
| Balance at the beginning of the period | $ | 20,570,716 | | | $ | 6,512,382 | | | $ | 27,083,098 | |
Net income (loss) attributable to noncontrolling interests (1) | 1,241,877 | | | 1,003,654 | | | 2,245,531 | |
Other comprehensive income (loss), net of tax (2) | (581,154) | | | (298,234) | | | (879,388) | |
Exchange of KKR Holdings Units to Common Stock (3) | 0 | | | (56,903) | | | (56,903) | |
| Equity-based and other non-cash compensation | 19,882 | | | 16,434 | | | 36,316 | |
| Capital contributions | 4,009,967 | | | 25 | | | 4,009,992 | |
| Capital distributions | (987,066) | | | (40,768) | | | (1,027,834) | |
Impact of Acquisition(4) | 190,405 | | | 0 | | | 190,405 | |
| Changes in consolidation | (66,488) | | | 0 | | | (66,488) | |
| Balance at the end of the period | $ | 24,398,139 | | | $ | 7,136,590 | | | $ | 31,534,729 | |
| | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2020 |
| Noncontrolling Interests in Consolidated Entities | | Noncontrolling Interests Held by KKR Holdings | | Total Noncontrolling Interests |
| Balance at the beginning of the period | $ | 13,966,250 | | | $ | 5,728,634 | | | $ | 19,694,884 | |
Net income (loss) attributable to noncontrolling interests (1) | (2,095,235) | | | (852,194) | | | (2,947,429) | |
Other comprehensive income (loss), net of tax (2) | (6,602) | | | (7,512) | | | (14,114) | |
Exchange of KKR Holdings Units to Common Stock (3) | 0 | | | (71,894) | | | (71,894) | |
| Equity-based and other non-cash compensation | 0 | | | 20,696 | | | 20,696 | |
| Capital contributions | 1,120,943 | | | 23 | | | 1,120,966 | |
| Capital distributions | (484,609) | | | (40,047) | | | (524,656) | |
Transfer of interests under common control (5) | (21,830) | | | 7,445 | | | (14,385) | |
| Balance at the end of the period | $ | 12,478,917 | | | $ | 4,785,151 | | | $ | 17,264,068 | |
|
| | | | | | | | | | | |
| | Three Months Ended March 31, 2019 |
| | Noncontrolling Interests in Consolidated Entities | | Noncontrolling Interests Held by KKR Holdings | | Total Noncontrolling Interests |
| Balance at the beginning of the period | $ | 10,984,910 |
| | $ | 4,625,448 |
| | $ | 15,610,358 |
|
Net income (loss) attributable to noncontrolling interests (1) | 436,359 |
| | 481,368 |
| | 917,727 |
|
Other comprehensive income (loss), net of tax (2) | 2,511 |
| | 121 |
| | 2,632 |
|
Exchange of KKR Holdings Units to Class A Common Stock(3) | — |
| | (7,094 | ) | | (7,094 | ) |
| Equity-based and other non-cash compensation | — |
| | 23,118 |
| | 23,118 |
|
| Capital contributions | 1,194,792 |
| | 23 |
| | 1,194,815 |
|
| Capital distributions | (812,144 | ) | | (43,942 | ) | | (856,086 | ) |
| Balance at the end of the period | $ | 11,806,428 |
| | $ | 5,079,042 |
| | $ | 16,885,470 |
|
| | | | | | | | | | | | | | | | | | | | |
(1) | Refer to the table below for calculation of net income (loss) attributable to noncontrolling interests held by KKR Holdings. |
| | | | |
(2) | With respect to noncontrolling interests held by KKR Holdings, calculated on a pro rata basis based on the weighted average KKR Group Partnership Units held by KKR Holdings during the reporting period. |
| |
(3) | Calculated based on the proportion of KKR Holdings units exchanged for KKR & Co. Inc. Class A common stock. The exchange agreement with KKR Holdings provides for the exchange of KKR Group Partnership Units held by KKR Holdings for KKR & Co. Inc. Class A common stock. |
| | | | |
(4) | KKR acquired KKR Capstone on January 1, 2020. KKR Capstone was consolidated prior to January 1, 2020 and consequently, this transaction was accounted for as an equity transaction. This transaction resulted in an increase to the KKR Group Partnership equity. Accordingly, both KKR's equity and noncontrolling interests held by KKR Holdings increased for their proportionate share of the KKR Capstone equity based on their ownership in KKR Group Partnership on January 1, 2020. | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
(1)Refer to the table below for calculation of net income (loss) attributable to noncontrolling interests held by KKR Holdings.
(2)With respect to noncontrolling interests held by KKR Holdings, calculated on a pro rata basis based on the weighted average KKR Group Partnership Units held by KKR Holdings during the reporting period.
(3)Calculated based on the proportion of KKR Holdings units exchanged for KKR & Co. Inc. common stock. The exchange agreement with KKR Holdings provides for the exchange of KKR Group Partnership Units held by KKR Holdings for KKR & Co. Inc. common stock.
(4)Represents other noncontrolling interests at the GA Acquisition Date. See Note 3.
(5)KKR acquired KKR Capstone on January 1, 2020. KKR Capstone was consolidated prior to January 1, 2020 and consequently, this transaction was accounted for as an equity transaction. This transaction resulted in an increase to KKR Group Partnership's equity. Accordingly, both KKR's equity and noncontrolling interests held by KKR Holdings increased for their proportionate share of the KKR Capstone equity based on their ownership in KKR Group Partnership on January 1, 2020.
Net income (loss) attributable to each of KKR & Co. Inc. Class A common stockholders, and KKR Holdings and holders of other exchangeable securities, with the exception of certain tax assets and liabilities that are directly allocable to KKR & Co. Inc., is attributed based on the percentage of the weighted average KKR Group Partnership Units directly or indirectly held by KKR & Co. Inc. and KKR Holdings, each of which directly or indirectly holds equity of KKR Group Partnership.them. However, primarily because of the (i) contribution of certain expenses borne entirely by KKR Holdings and holders of other exchangeable securities, (ii) the periodic exchange of KKR Holdings units and other exchangeable securities for KKR & Co. Inc. Class A common stock pursuant to the exchange agreement and (iii) the contribution of certain expenses borne entirely by KKR associated with the Equity Incentive Plans, equity allocations shown in the consolidated statement of changes in equity differ from their respective pro rata ownership interests in KKR's net assets.
Notes to Financial Statements (Continued)
The following table presents net income (loss) attributable to noncontrolling interests held by KKR Holdings:
| | | | Three Months Ended March 31, | | | Three Months Ended March 31, | |
| | 2020 | | 2019 | | | 2021 | | 2020 | |
| Net income (loss) | $ | (4,227,953 | ) | | $ | 1,627,046 |
| Net income (loss) | | $ | 3,915,367 | | | $ | (4,227,953) | | |
(-) Net income (loss) attributable to Noncontrolling Interests in consolidated entities | (2,095,235 | ) | | 436,359 |
| |
| (-) Preferred Stock Dividends | 8,341 |
| | 8,341 |
| |
| (-) Net income (loss) attributable to Redeemable Noncontrolling Interests | | (-) Net income (loss) attributable to Redeemable Noncontrolling Interests | | 0 | | | 0 | | |
(-) Net income (loss) attributable to Noncontrolling Interests
in consolidated entities and other | | (-) Net income (loss) attributable to Noncontrolling Interests
in consolidated entities and other | | 1,241,877 | | | (2,095,235) | | |
| (-) Series A and B Preferred Stock Dividends | | (-) Series A and B Preferred Stock Dividends | | 8,341 | | | 8,341 | | |
| (-) Series C Mandatory Convertible Preferred Stock Dividends | | (-) Series C Mandatory Convertible Preferred Stock Dividends | | 17,250 | | | 0 | | |
| (+) Income tax expense (benefit) attributable to KKR & Co. Inc. | (363,836 | ) | | 158,962 |
| (+) Income tax expense (benefit) attributable to KKR & Co. Inc. | | 462,930 | | | (363,836) | | |
Net income (loss) attributable to KKR & Co. Inc. Class A Common Stockholders and KKR Holdings | $ | (2,504,895 | ) | | $ | 1,341,308 |
| |
| Net income (loss) attributable to KKR & Co. Inc.
Common Stockholders and KKR Holdings | | Net income (loss) attributable to KKR & Co. Inc.
Common Stockholders and KKR Holdings | | $ | 3,110,829 | | | $ | (2,504,895) | | |
| | | | | | | | | | |
Net income (loss) attributable to Noncontrolling Interests held by KKR Holdings | $ | (852,194 | ) | | $ | 481,368 |
| Net income (loss) attributable to Noncontrolling Interests
held by KKR Holdings | | $ | 1,003,654 | | | $ | (852,194) | | |
16.22. REDEEMABLE NONCONTROLLING INTERESTS
Global Atlantic has redeemable non-controlling interests related to these renewable energy entities of approximately $92 million as of March 31, 2021 as determined by the HLBV method. The estimated redemption value of redeemable non-controlling interests is calculated as the discounted cash flows subsequent to the expected flip date of the respective renewable energy entity. The flip date represents the date at which the allocation of income and cash flows among the investors in the entity is adjusted, pursuant to the redeemable non-controlling interest investors having achieved an agreed-upon return. The flip date of renewable energy partnerships determines when the redeemable non-controlling interests are eligible to be redeemed. Eligible redemption dates range from 2022 to 2027. For the redeemable non-controlling interests outstanding as of March 31, 2021, the estimated redemption value that would be due at the respective redemption dates is $7 million.
23. COMMITMENTS AND CONTINGENCIES
Funding Commitments and Others
As of March 31, 2020,2021, KKR had unfunded commitments consisting of $6,235.5$6,446.8 million to its active investment vehicles.funds. In addition to the uncalled commitments to KKR's investment funds, KKR has entered into contractual commitments with respect to (i) the purchase of investments and other assets in its Principal Activities business line and (ii) underwriting transactions, debt financing, and syndications in KKR's Capital Markets business line. As of March 31, 2020,2021, these commitments amounted to $200.0$310.3 million and $570.8$965.2 million, respectively.
Whether these amounts are actually funded, in whole or in part, depends on the contractual terms of such commitments, including the satisfaction or waiver of any conditions to closing or funding. KKR's capital markets business has an arrangementarrangements with a third party,parties, which reducesreduce its risk when underwriting certain debt transactions, and thus our unfunded commitments as of March 31, 20202021 have been reduced to reflect the amount to be funded by such third party.parties. In the case of purchases of investments or assets in KKR's Principal Activities business line, the amount to be funded includes amounts that are intended to be syndicated to third parties, and the actual amounts to be funded may be less than shown.
Global Atlantic has commitments to purchase or fund investments of $884 million as of March 31, 2021. These commitments include those related to commercial mortgage loans, other lending facilities and other investments. For those commitments that represent a contractual obligation to extend credit, Global Atlantic has recorded a liability of $15 million for current expected credit losses as of March 31, 2021.
In addition, Global Atlantic has entered into certain forward flow agreements to purchase loans. Global Atlantic's obligations under these agreements are subject to change, curtailment, and cancellation based on various provisions including repricing mechanics, due diligence reviews, and performance or pool quality, among other factors.
Notes to Financial Statements (Continued)
Non-cancelable Operating Leases
KKR's non-cancelable operating leases consist of leases of office space around the world. There are no material rent holidays, contingent rent, rent concessions or leasehold improvement incentives associated with any of these property leases. In addition to base rentals, certain lease agreements are subject to escalation provisions and rent expense is recognized on a straight‑line basis over the term of the lease agreement.
Global Atlantic also enters into land leases for its consolidated solar subsidiaries.
Contingent Repayment Guarantees
The partnership documents governing KKR's carry-paying investment funds and vehicles generally include a "clawback" provision that, if triggered, may give rise to a contingent obligation requiring the general partner to return amounts to the fund for distribution to the fund investors at the end of the life of the fund. Under a clawback obligation, upon the liquidation of a fund, the general partner is required to return, typically on an after-tax basis, previously distributed carry to the extent that, due to the diminished performance of later investments, the aggregate amount of carry distributions received by the general partner during the term of the fund exceed the amount to which the general partner was ultimately entitled, including the effects of any performance thresholds.
As of March 31, 2020,2021, approximately $155$76.0 million of carried interest was subject to this clawback obligation, assuming that all applicable carry-paying funds and their alternative investment vehicles were liquidated at their March 31, 20202021 fair values. Of thisAlthough KKR would be required to remit the entire amount to fund investors that are entitled to receive the clawback payment, KKR would be entitled to seek reimbursement of approximately $62$31.0 million of that amount from KKR Associates Holdings L.P., which is not a KKR subsidiary. As of March 31, 2021, KKR Associates Holdings L.P. had access to cash reserves sufficient to reimburse the obligation of certain current and former KKR employees, and approximately $93full $31.0 million is the obligation ofthat would be due to KKR. If the investments in all of ourcarrying-paying funds were to be liquidated at 0 value the clawback obligation would behave been approximately $2.4 billion. Of this amount, approximately $1.0$2.3 billion, and KKR would be the obligationentitled to seek reimbursement of certain current and formerapproximately $0.9 billion of that amount from KKR employees, and approximately $1.4 billion would be the obligation of KKR. Associates Holdings L.P.
Carried interest is recognized in the consolidated statements of operations based on the contractual conditions set forth in the agreements governing the fund as if the fund were terminated and liquidated at the reporting date and the fund's investments were realized at the then estimated fair
Notes to Financial Statements (Continued)
values. Amounts earned pursuant to carried interest are earned by the general partner of those funds to the extent that cumulative investment returns are positive and where applicable, preferred return thresholds have been met. If these investment amounts earned decrease or turn negative in subsequent periods, recognized carried interest will be reversed and to the extent that the aggregate amount of carry distributions received by the general partner during the term of the fund exceed the amount to which the general partner was ultimately entitled, a clawback obligation would be recorded. For funds that are consolidated, this clawback obligation, if any, is reflected as an increase in noncontrolling interests in the consolidated statements of financial condition. For funds that are not consolidated, this clawback obligation, if any, is reflected as a reduction of KKR's investment balance as this is where carried interest is initially recorded.
Indemnifications and Other Guarantees
KKR may incur contingent liabilities for claims that may be made against it in the future. KKR enters into contracts that contain a variety of representations, warranties and covenants, including indemnifications. For example, KKR (including KFN) and certain of KKR's investment funds and KFN have provided and provide certain indemnities relating to environmental and other matters and have provided and provide non-recourse carve-out guarantees for fraud, willful misconduct and other customary wrongful acts, each in connection with the financing of KKR's corporate real estate and certain real estate investments and for certain investment vehicles that KKR manages. In addition,KKR's maximum exposure under these arrangements is currently unknown and KKR's liabilities for these matters would require a claim to be made against KKR has also providedin the future.
KKR provides credit support to certain of its subsidiaries' obligations in connection with a limited number of investment vehicles that KKR manages. For example, KKR has guaranteed the obligations of a general partner to post collateral on behalf of its investment vehicle in connection with such vehicle's derivative transactions, andtransactions. KKR has also agreed to be liable for certain investment losses and/or for providing liquidity in the events specified in the governing documents of other investment vehicles. However, KKR is not a guarantor for any borrowings, credit facilities or debt securities of its Indian debt financing company. KKR has also provided(i) provides credit support regarding repayment and funding obligations to third-party lenders to certain of its employees, excluding its executive officers, in connection with their personal investments in KKR investment funds and in an investment vehicle that includes third party investors and invests in KKR funds and alongside KKR funds and (ii) provides credit support to a hedge fund partnership regarding the ownershippartnership. KKR is not a guarantor for any borrowings, credit facilities or debt securities of its business. Indian debt financing company.
KKR may also may become liable for certain fees payable to sellers of businesses or assets if a transaction does not close, subject to certain conditions, if any, specified in the acquisition agreements for such businesses or assets. KKR's maximum exposure under these arrangements is currently unknown and KKR's liabilities for these matters would require a claim
Notes to Financial Statements (Continued)
Additionally, KKR has agreed to be made against KKRliable for certain investment losses and/or for providing liquidity in the future.events specified in the governing documents of other investment vehicles.
The Global Atlantic business was formerly owned by The Goldman Sachs Group, Inc. (together with its subsidiaries, "Goldman Sachs"). In connection with the separation of Global Atlantic from Goldman Sachs in 2013, Global Atlantic entered into a tax benefit payment agreement with Goldman Sachs. Under the tax benefit payment agreement, GA FinCo is obligated to make annual payments out of available cash, guaranteed by 2 other Global Atlantic subsidiaries, GAFG and GAFLL, to Goldman Sachs over an approximately 25-year period totaling $214 million. As of March 31, 2021, the present value of the remaining amount to be paid is $72 million. Although these payments are subordinated and deferrable, deferral of these payments would result in restrictions on distributions by GA FinCo, GAFG and GAFLL.
In lieu of funding certain investments in loan facilities to third party borrowers in cash, Global Atlantic has arranged for third-party banks to issue letters of credit on behalf of the borrowers in the amount of $20 million, as of March 31, 2021, with expiration dates between September 2021 to October 2022. Global Atlantic has available lines of credit that would allow for additional letters of credit to be issued on behalf of the borrowers, up to $270 million, as of March 31, 2021. For accounting purposes, these letters of credit are considered guarantees of certain obligations of the borrowers. If a letter of credit were drawn, Global Atlantic would be obligated to repay the issuing third-party bank, and Global Atlantic would recognize a loan receivable from the borrowers on the consolidated statements of financial condition. Global Atlantic monitors the likelihood of these letters of credit being drawn, and any related contingent obligation. As of March 31, 2021, the expected credit loss on the contingent liability associated with these letters of credit was not material.
Litigation
From time to time, KKR (including Global Atlantic) is involved in various legal proceedings, lawsuits, arbitration and claims incidental to the conduct of KKR's business.businesses. KKR's business isasset management and insurance businesses are also subject to extensive regulation, which may result in regulatory proceedings against it.them.
In December 2017, KKR & Co. L.P. (which is now KKR & Co. Inc.) and its Co-Chief Executive Officers were named as defendants in a lawsuit pendingfiled in Kentucky state court alleging, among other things, the violation of fiduciary and other duties in connection with certain separately managed accounts that Prisma Capital Partners LP, a former subsidiary of KKR, manages for the Kentucky Retirement Systems. Also named as defendants in the lawsuit are certain current and former trustees and officers of the Kentucky Retirement Systems, Prisma Capital Partners LP, and various other service providers to the Kentucky Retirement Systems and their related persons. KKR and other defendants’ motions to dismiss were denied by the trial court in November 2018, but in April 2019 the Kentucky Court of Appeals vacated the trial court's opinion and order denying the motions to dismiss the case for lack of standing. The decision of the Court of Appeals has beenwas appealed by plaintiffs to the Supreme Court of Kentucky. On July 9, 2020, the Supreme Court of Kentucky whose decision is pending.reversed the trial court's order and remanded the case to the trial court with direction to dismiss the complaint for lack of constitutional standing. On July 20, 2020, the Office of the Attorney General, on behalf of the Commonwealth of Kentucky, filed a motion to intervene as a plaintiff in the lawsuit and on July 21, 2020 filed a new lawsuit in the same Kentucky trial court making essentially the same allegations against the defendants, including KKR & Co. Inc. and Messrs. Kravis and Roberts. On July 29, 2020, certain private plaintiffs in the original lawsuit filed a motion to further amend their original complaint and to add new plaintiffs. On July 30, 2020, KKR and other defendants filed objections to the Attorney General’s motion to intervene. On December 28, 2020, the trial court dismissed the complaint filed by the original plaintiffs and denied their motion to amend their original complaint and add new plaintiffs, but granted the Office of the Attorney General’s motion to intervene. Some of the attorneys for the private plaintiffs in the original lawsuit have filed a new lawsuit, and a motion to intervene in the original lawsuit, on behalf of a new set of plaintiffs, who claim to be "Tier 3" members of Kentucky Retirement Systems, alleging substantially the same allegations as in the original lawsuit. In addition, the Kentucky Retirement Systems has commissioned an investigation into certain matters alleged in the Attorney General's complaint. The trial court has ordered that this investigation be completed by May 17, 2021, and the Attorney General may amend its complaint after reviewing the investigation's report within ten days of the Attorney General's receipt of it.
KKR (including Global Atlantic) currently is and expects to continue to become, from time to time, subject to examinations, inquiries and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to the SEC, Department of Justice, U.S. state attorney generals, Financial Industry Regulatory Authority or FINRA, and("FINRA"), the U.K. Financial Conduct Authority, Central Bank of Ireland, Monetary Authority of Singapore, U.S. state insurance regulatory authorities, and the Bermuda Monetary Authority. Such examinations, inquiries and investigations may result in the commencement of civil, criminal or administrative proceedings or fines against KKR or its personnel.
Notes to Financial Statements (Continued)
Moreover, in the ordinary course of business, KKR (including Global Atlantic) is and can be both the defendant and the plaintiff in numerous lawsuits with respect to acquisitions, bankruptcy, insolvency and other types of proceedings.events. Such lawsuits may involve claims that adversely affect the value of certain investments owned by KKR's funds.funds and Global Atlantic's insurance companies.
KKR establishes an accrued liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. No loss contingency is recorded for matters where such losses are either not probable or reasonably estimable (or both) at the time of determination. Such matters may be subject to many uncertainties, including among others: (i) the proceedings may be in early stages; (ii) damages sought may be unspecified, unsupportable, unexplained or uncertain; (iii) discovery may not have been
Notes to Financial Statements (Continued)
started or is incomplete; (iv) there may be uncertainty as to the outcome of pending appeals or motions; (v) there may be significant factual issues to be resolved or (vi) there may be novel legal issues or unsettled legal theories to be presented or a large number of parties. Consequently, management is unable to estimate a range of potential loss, if any, related to these matters. In addition, loss contingencies may be, in part or in whole, subject to insurance or other payments such as contributions and/or indemnity, which may reduce any ultimate loss. KKR has included in its financial statements the reserve for regulatory, litigation and related matters that Global Atlantic includes in its financial statements, including with respect to matters arising from the conversion of life insurance policies from systems previously managed by Athene Holdings Limited to the platform of one of Global Atlantic's third party service providers, Alliance-One, a subsidiary of DXC Technology Company.
It is not possible to predict the ultimate outcome of all pending legal proceedings, and some of the matters discussed above seek or may seek potentially large and/or indeterminate amounts. As of such date, basedBased on information known by management, management has not concluded that the final resolutions of the matters above will have a material effect upon the financial statements. However, given the potentially large and/or indeterminate amounts sought or may be sought in certain of these matters and the inherent unpredictability of investigations and litigations, it is possible that an adverse outcome in certain matters could, from time to time, have a material effect on KKR's financial results in any particular period.
Other Financing arrangements
17.Other than the matters disclosed above, there were no outstanding or unpaid balances from the financing arrangements with unaffiliated third parties as of March 31, 2021.
Notes to Financial Statements (Continued)
24. SUBSEQUENT EVENTS
Common Stock Dividend
A dividend of $0.135$0.145 per share of Class A common stock of KKR & Co. Inc. was announced on May 6, 2020,4, 2021, and will be paid on June 2, 20201, 2021 to Class A common stockholders of record as of the close of business on May 18, 2020.17, 2021. KKR Holdings will receive its pro rata share of the distribution from KKR Group Partnership.
Preferred Stock DividendDividends
A dividend of $0.421875 per share of Series A Preferred Stock has been declared as announced on May 6, 20204, 2021 and set aside for payment on June 15, 20202021 to holders of record of Series A Preferred Stock as of the close of business on June 1, 2020.2021.
A dividend of $0.406250 per share of Series B Preferred Stock has been declared as announced on May 6, 20204, 2021 and set aside for payment on June 15, 20202021 to holders of record of Series B Preferred Stock as of the close of business on June 1, 2020.2021.
AmendmentA dividend of $0.75 per share of Series C Mandatory Convertible Preferred Stock has been declared as announced on May 4, 2021 and Restatementset aside for payment on June 15, 2021 to holders of Certificaterecord of IncorporationSeries C Mandatory Convertible Preferred Stock as of the close of business on June 1, 2021.
Effective
Preferred Stock Redemption
On May 8, 2020 (the "Effective Date"),4, 2021, KKR & Co. Inc. amended and restatedprovided notice to holders of its Certificateoutstanding Series A Preferred Stock that it has elected to redeem in full such series of Incorporation to, among other changes, rename its Class A common stock as common stock and reclassify its Class B common stock and Class C common stock into Series I preferred stock and Series II preferred stock, respectively. Common stock, Series I preferred stock and Series II preferred stock have the same rights and powers that Class A common stock, Class B common stock and Class C common stock had, respectively, prioron June 15, 2021 at a redemption price per share equal to the Effective Date.$25.00 liquidation preference plus declared and unpaid dividends, if any.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements of KKR & Co. Inc., together with its consolidated subsidiaries, and the related notes included elsewhere in this report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2020, filed with the SEC on February 18, 202019, 2021 (our "Annual Report"), including the audited consolidated financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. In addition, this discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including those described under "Cautionary Note Regarding Forward-looking Statements,"Statements" and "Business Environment" in this report and our Annual Report and "Risk Factors" in this report, our Annual Report, and our other filings with the SEC. Actual results may differ materially from those contained in any forward-looking statements.
The unaudited condensed consolidated financial statements and the related notes included elsewhere in this report are hereafter referred to as the "financial statements." Additionally, the condensed consolidated statements of financial condition are referred to herein as the "consolidated statements of financial condition"; the condensed consolidated statements of operations are referred to herein as the "consolidated statements of operations"; the condensed consolidated statements of comprehensive income (loss) are referred to herein as the "consolidated statements of comprehensive income (loss)"; the condensed consolidated statements of changes in equity are referred to herein as the "consolidated statements of changes in equity"; and the condensed consolidated statements of cash flows are referred to herein as the "consolidated statements of cash flows."
References herein to "KKR," "we," "us" and "our" refer to KKR & Co. Inc. and its subsidiaries, including The Global Atlantic Financial Group LLC ("TGAFG" and, together with its subsidiaries, "Global Atlantic"), unless the context requires otherwise.
Overview
We are a leading global investment firm that manages multipleoffers alternative asset classes including private equity, energy, infrastructure, real estatemanagement and credit, with strategic partners that manage hedge funds.capital markets and insurance solutions. We aim to generate attractive investment returns for our fund investors by following a patient and disciplined investment approach, employing world-class people, and drivingsupporting growth and value creation within our portfolio companies.companies and communities. We sponsor investment funds that invest our own capital alongsidein private equity, credit and real assets and have strategic partners that manage hedge funds. Our insurance subsidiaries offer retirement, life and reinsurance products under the capital we manage for fund investors and provide financing solutions and investment opportunities through our capital markets business.management of Global Atlantic.
Our asset management business offers a broad range of investment management services to our fund investors and provides capital markets services to our firm, our funds, our portfolio companies and third parties. Throughout our history, we have consistently been a leader in the private equity industry, having completed more than 360375 private equity investments in portfolio companies with a total transaction value in excess of $630$650 billion as of March 31, 2020.2021. We have grown our firm by expanding our geographical presence and building businesses in areas such as leveraged credit, alternative credit, capital markets, infrastructure, energy, real estate, growth equity, core and coreimpact investments. Our balance sheet has provided a significant source of capital in the growth and expansion of our business, and has allowed us to further align our interests with those of our fund investors. Building on these efforts and leveraging our industry expertise and intellectual capital have allowed us to capitalize on a broader range of the opportunities we source. Additionally, we have increased our focus on meeting the needs of our existing fund investors and in developing relationships with new investors in our funds.
We seek to work proactively and collaboratively as one-firmone firm across business lines, departments, and geographies, as appropriate, to achieve what we believe are the best results for our funds and other clients and the firm. Through our offices around the world, we have a pre-eminent global integrated platform for sourcing transactions, raising capital and carrying out capital markets activities. Our growth has been driven by value that we have created through our operationally focused investment approach, the expansion of our existing businesses, our entry into new lines of business, innovation in the products that we offer investors in our funds, an increased focus on providing tailored solutions to our clients and the integration of capital markets distribution activities.
As a global investmentan asset management firm, we earn management, monitoring, transaction and incentive fees and carried interest for providing investment management, monitoring and other services to our funds, vehicles, CLOs, managed accounts and portfolio companies, and we generate transaction-specific income from capital markets transactions. We earn additional investment income by investing our own capital alongside that of our fund investors, from other assets on our balance sheet and from the carried interest we receive from our funds and certain of our other investment vehicles. A carried interest entitles the sponsor of a
fund to a specified percentage of investment gains that are generated on third-party capital that is invested. Beginning in the first quarter of 2021, we also earn our share of income generated by Global Atlantic.
Our investment teams have deep industry knowledge and are supported by a substantial and diversified capital base; an integrated global investment platform; the expertise of operating professionals, senior advisors and other advisors; and a worldwide network of business relationships that provide a significant source of investment opportunities, specialized
knowledge during due diligence and substantial resources for creating and realizing value for stakeholders. These teams invest capital, a substantial portion of which is of a long duration and not subject to redemption. As of March 31, 2020, approximately 77%2021, 87% of our capital is committednot subject to redemption for an average ofat least 8 years or more, providingfrom inception and 42% of our capital is from strategic investor partnerships and investment funds and vehicles that have an indefinite term and for which there is no immediate requirement to return invested capital to investors upon realization of investments. This capital provides us with significant flexibility to increase the value of the investments and select exit opportunities. We believe that these aspects of our business will help us continue to expand and grow our business and deliver strong investment performance in a variety of economic and financial conditions.
Our insurance business is operated by Global Atlantic, in which we acquired a majority controlling interest on February 1, 2021. In connection with the acquisition, KKR also became the investment manager for Global Atlantic's insurance companies. Global Atlantic is a leading U.S. annuity and life insurance company that provides a broad suite of protection, legacy and savings products and reinsurance solutions to clients across individual and institutional markets. Global Atlantic primarily offers individuals fixed-rate annuities, fixed-indexed annuities and targeted life products through a network of banks, broker dealers and independent marketing organizations. Global Atlantic provides its institutional clients customized reinsurance solutions, including block, flow and pension risk transfer reinsurance, as well as funding agreements. Global Atlantic primarily generates income by earning a spread between its investment income and the cost of policyholder benefits. As of March 31, 2021, Global Atlantic served over two million policyholders. As a result of this acquisition, Global Atlantic's assets and operations have been consolidated with our operating results from and after February 1, 2021. Comparability of KKR's results for periods prior and subsequent to the Global Atlantic acquisition may accordingly be limited. Our Business Lines
In connection with the acquisition of Global Atlantic on February 1, 2021, we organized our business into two segments: Asset Management and Insurance. The Asset Management segment reflects KKR's historical operations, and the Insurance segment represents Global Atlantic's operations. We operate our asset management business in four business lines: (1) Private Markets, (2) Public Markets, (3) Capital Markets and (4) Principal Activities. Our insurance business is operated by Global Atlantic. Information about our asset management business lines below should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. KKR became the investment adviser for Global Atlantic's insurance companies on February 1, 2021.
Asset Management - Private Markets
Through our Private Markets business line, we manage and sponsor a group of private equity funds that invest capital for long-term appreciation, either through controlling ownership of a company or strategic minority positions. In addition to our traditional private equity funds, we sponsor investment funds that invest in growth equity (including impact) and core investments. We also manage and sponsor investment funds that invest capital in real assets, such as real estate, infrastructure energy and real estate.energy. Our Private Markets business line includes separately managed accounts that invest in multiple strategies, which may include our credit strategies as well as our private equity and real assets strategies. These funds and accounts are managed by Kohlberg Kravis Roberts & Co. L.P., an SEC-registered investment adviser. As of March 31, 2020,2021, our Private Markets business line had $114.1$177.7 billion of AUM, consisting of $73.5$111.0 billion in private equity (including growth equity, core,impact and impactcore investments), $28.4$49.7 billion in real assets (including real estate, infrastructure energy, and real estate)energy) and $12.2$17.0 billion in other related strategies.
The table below presents information as of March 31, 2020,2021, relating to our current private equity, growth equity, core investment and real asset funds and other investment vehicles in our Private Markets business line for which we have the ability to earn carried interest. This data does not reflect additional capital raised, acquisitions or disposals of investments, changes in investment values, or distributions occurring after March 31, 2020.2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investment Period (1) | Amount ($ in millions) | | | |
| Start
Date | End
Date | Commitment (2) | Uncalled
Commitments | Percentage
Committed
by General
Partner | Invested | Realized | Remaining Cost (3) | Remaining
Fair Value | Gross Accrued
Carried
Interest | | |
| | | | | | | | | | | | |
| Private Equity and Growth Equity Funds | | | | | | | | | | | | |
| Americas Fund XII | 1/2017 | 1/2023 | $ | 13,500.0 | | $ | 5,574.7 | | 5.8% | $ | 8,354.5 | | $ | 951.0 | | $ | 8,193.6 | | $ | 18,878.4 | | $ | 1,818.1 | | | |
| North America Fund XI | 9/2012 | 1/2017 | 8,718.4 | | 429.8 | | 2.9% | 9,733.0 | | 12,932.9 | | 4,499.7 | | 9,557.8 | | 946.6 | | | |
2006 Fund (4) | 9/2006 | 9/2012 | 17,642.2 | | 247.4 | | 2.1% | 17,309.3 | | 32,646.5 | | 2,440.0 | | 4,900.4 | | 502.8 | | | |
Millennium Fund (4) | 12/2002 | 12/2008 | 6,000.0 | | — | | 2.5% | 6,000.0 | | 14,123.1 | | — | | 6.1 | | 1.3 | | | |
| European Fund V | 3/2019 | 7/2025 | 6,429.0 | | 3,824.1 | | 1.8% | 2,604.9 | | 111.0 | | 2,604.9 | | 3,200.3 | | 83.4 | | | |
| European Fund IV | 12/2014 | 3/2019 | 3,517.2 | | 67.5 | | 5.7% | 3,578.1 | | 3,092.2 | | 2,349.3 | | 4,080.9 | | 310.1 | | | |
European Fund III (4) | 3/2008 | 3/2014 | 5,514.7 | | 154.9 | | 5.2% | 5,359.8 | | 10,602.2 | | 254.4 | | 235.4 | | (13.5) | | | |
European Fund II (4) | 11/2005 | 10/2008 | 5,750.8 | | — | | 2.1% | 5,750.8 | | 8,507.4 | | — | | 34.3 | | (0.2) | | | |
| Asian Fund IV | 7/2020 | 7/2026 | 14,734.7 | | 14,734.7 | | 6.8% | — | | — | | — | | — | | — | | | |
| Asian Fund III | 4/2017 | 7/2020 | 9,000.0 | | 3,021.2 | | 5.6% | 6,338.2 | | 1,261.1 | | 5,941.6 | | 10,178.7 | | 778.1 | | | |
| Asian Fund II | 4/2013 | 4/2017 | 5,825.0 | | 3.1 | | 1.3% | 6,839.3 | | 5,189.9 | | 3,733.5 | | 5,547.3 | | 362.3 | | | |
Asian Fund (4) | 7/2007 | 4/2013 | 3,983.3 | | — | | 2.5% | 3,974.3 | | 8,723.3 | | 17.1 | | 28.7 | | 4.2 | | | |
China Growth Fund (4) | 11/2010 | 11/2016 | 1,010.0 | | — | | 1.0% | 1,010.0 | | 903.9 | | 389.3 | | 403.1 | | 0.9 | | | |
| Next Generation Technology Growth Fund II | 12/2019 | 12/2025 | 2,088.3 | | 1,205.8 | | 7.2% | 944.7 | | 62.2 | | 920.6 | | 1,357.3 | | 74.0 | | | |
| Next Generation Technology Growth Fund | 3/2016 | 12/2019 | 658.9 | | 3.5 | | 22.5% | 663.3 | | 401.8 | | 494.0 | | 1,651.2 | | 130.2 | | | |
| Health Care Strategic Growth Fund | 12/2016 | 12/2021 | 1,331.0 | | 713.7 | | 11.3% | 747.4 | | 196.0 | | 643.8 | | 1,137.5 | | 73.0 | | | |
| Global Impact Fund | 2/2019 | 2/2025 | 1,242.2 | | 715.3 | | 8.1% | 552.1 | | 25.3 | | 533.0 | | 759.3 | | 35.9 | | | |
| Private Equity and Growth Equity Funds | | | 106,945.7 | | 30,695.7 | | | 79,759.7 | | 99,729.8 | | 33,014.8 | | 61,956.7 | | 5,107.2 | | | |
| | | | | | | | | | | | |
| Co-Investment Vehicles and Other | Various | Various | 13,977.7 | | 6,027.6 | | Various | 8,158.5 | | 5,861.1 | | 5,417.1 | | 8,361.6 | | 1,203.3 | | | |
| Core Investment Vehicles | Various | Various | 10,807.0 | | 3,118.6 | | 32.7% | 7,688.4 | | — | | 7,688.4 | | 11,531.4 | | 99.9 | | | |
| | | | | | | | | | | | |
| Total Private Equity, Growth Equity and Core Funds | | | 131,730.4 | | 39,841.9 | | | 95,606.6 | | 105,590.9 | | 46,120.3 | | 81,849.7 | | 6,410.4 | | | |
| | | | | | | | | | | | |
| Real Assets | | | | | | | | | | | | |
| Energy Income and Growth Fund II | 6/2018 | 8/2021 | 994.2 | | 566.2 | | 20.1% | 488.9 | | 60.9 | | 429.5 | | 522.4 | | 4.9 | | | |
| Energy Income and Growth Fund | 9/2013 | 6/2018 | 1,974.2 | | — | | 12.9% | 1,967.9 | | 838.0 | | 1,236.2 | | 1,020.4 | | — | | | |
Natural Resources Fund (4) | Various | Various | 887.4 | | — | | Various | 887.4 | | 123.2 | | 193.9 | | 73.1 | | — | | | |
| Global Energy Opportunities | Various | Various | 914.1 | | 63.4 | | Various | 518.4 | | 146.4 | | 343.8 | | 217.1 | | — | | | |
| Global Infrastructure Investors III | 6/2018 | 6/2024 | 7,199.1 | | 4,012.5 | | 3.8% | 3,421.5 | | 234.9 | | 3,359.8 | | 3,512.7 | | — | | | |
| Global Infrastructure Investors II | 10/2014 | 6/2018 | 3,040.8 | | 121.8 | | 4.1% | 3,158.9 | | 2,843.4 | | 1,992.3 | | 3,028.1 | | 108.1 | | | |
| Global Infrastructure Investors | 9/2011 | 10/2014 | 1,040.2 | | 25.1 | | 4.8% | 1,046.8 | | 2,191.5 | | 26.8 | | 36.5 | | 3.2 | | | |
| Asia Pacific Infrastructure Investors | 1/2020 | 1/2026 | 3,791.6 | | 2,976.8 | | 6.6% | 814.8 | | — | | 814.8 | | 939.9 | | 16.1 | | | |
| Real Estate Partners Americas III | 12/2020 | 1/2025 | 2,529.1 | | 2,529.1 | | 11.8% | — | | — | | — | | — | | — | | | |
| Real Estate Partners Americas II | 5/2017 | 12/2020 | 1,921.2 | | 404.2 | | 7.8% | 1,753.1 | | 568.3 | | 1,469.6 | | 1,726.2 | | 59.9 | | | |
| Real Estate Partners Americas | 5/2013 | 5/2017 | 1,229.1 | | 146.0 | | 16.3% | 1,013.0 | | 1,365.7 | | 187.2 | | 82.7 | | (1.0) | | | |
| Real Estate Partners Europe | 9/2015 | 12/2019 | 714.5 | | 178.3 | | 9.1% | 612.0 | | 359.0 | | 398.0 | | 501.5 | | 19.2 | | | |
| Asia Real Estate Partners | 6/2019 | 6/2023 | 1,682.4 | | 1,458.3 | | 14.9% | 224.1 | | — | | 224.1 | | 246.8 | | — | | | |
| Real Estate Credit Opportunity Partners II | 4/2019 | 6/2022 | 950.0 | | 564.3 | | 5.3% | 385.7 | | 18.5 | | 385.7 | | 396.6 | | — | | | |
| Real Estate Credit Opportunity Partners | 2/2017 | 4/2019 | 1,130.0 | | 122.2 | | 4.4% | 1,007.8 | | 254.9 | | 1,007.8 | | 941.7 | | — | | | |
| Property Partners Americas | 12/2019 | (5) | 2,012.5 | | 1,074.7 | | 24.8% | 937.8 | | 17.4 | | 937.8 | | 998.5 | | 2.9 | | | |
| Co-Investment Vehicles and Other | Various | Various | 7,399.7 | | 3,507.7 | | Various | 3,953.7 | | 1,013.4 | | 3,892.4 | | 4,134.2 | | 7.2 | | | |
| Total Real Assets | | | 39,410.1 | | 17,750.6 | | | 22,191.8 | | 10,035.5 | | 16,899.7 | | 18,378.4 | | 220.5 | | | |
| | | | | | | | | | | | |
| Other | | | | | | | | | | | | |
Unallocated Commitments (6) | | | 753.8 | | 753.8 | | Various | — | | — | | — | | — | | — | | | |
| | | | | | | | | | | | |
| Private Markets Total | | | $ | 171,894.3 | | $ | 58,346.3 | | | $ | 117,798.4 | | $ | 115,626.4 | | $ | 63,020.0 | | $ | 100,228.1 | | $ | 6,630.9 | | | |
(1)The start date represents the date on which the general partner of the applicable fund commenced investment of the fund's capital or the date of the first closing. The end date represents the earlier of (i) the date on which the general partner of the applicable fund was or will be required by the fund's governing agreement to cease making investments on behalf of the fund, unless extended by a vote of the fund investors, and (ii) the date on which the last investment was made.
(2)The commitment represents the aggregate capital commitments to the fund, including capital commitments by third-party fund investors and the general partner. Foreign currency commitments have been converted into U.S. dollars based on (i) the foreign exchange rate at the date of purchase for each investment and (ii) the exchange rate that prevailed on March 31, 2021, in the case of uncalled commitments.
(3)The remaining cost represents the initial investment of the general partner and limited partners, reduced for returns of capital, with the limited partners' investment further reduced for any realized gains from which the general partner did not receive a carried interest.
(4)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.
(5)Open ended fund.
(6)"Unallocated Commitments" represent unallocated commitments from our strategic investor partnerships.
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Period (1) | Amount ($ in millions) | |
| | Start Date | End Date | Commitment (2) | Uncalled Commitments | Percentage Committed by General Partner | Invested | Realized | Remaining Cost (3) | Remaining Fair Value | Gross Accrued Carried Interest |
| | | | |
| |
| | |
| |
| |
| |
| |
| Private Equity and Growth Equity Funds | | | |
| |
| | |
| |
| |
| |
| |
| Americas Fund XII | 1/2017 | 1/2023 | $ | 13,500.0 |
| $ | 7,061.9 |
| 5.8% | $ | 6,461.8 |
| $ | 89.0 |
| $ | 6,373.6 |
| $ | 7,066.4 |
| $ | 0.5 |
|
| North America Fund XI | 9/2012 | 1/2017 | 8,718.4 |
| 576.3 |
| 2.9% | 9,579.6 |
| 11,299.6 |
| 5,303.6 |
| 7,470.0 |
| 407.9 |
|
2006 Fund (4) | 9/2006 | 9/2012 | 17,642.2 |
| 247.4 |
| 2.1% | 17,304.5 |
| 31,003.8 |
| 3,285.8 |
| 4,643.9 |
| 269.1 |
|
Millennium Fund (4) | 12/2002 | 12/2008 | 6,000.0 |
| — |
| 2.5% | 6,000.0 |
| 14,123.1 |
| — |
| 6.1 |
| 1.3 |
|
| European Fund V | 3/2019 | 7/2025 | 6,030.3 |
| 5,584.6 |
| 1.9% | 717.9 |
| — |
| 717.9 |
| 465.4 |
| — |
|
| European Fund IV | 12/2014 | 3/2019 | 3,508.6 |
| 241.3 |
| 5.7% | 3,372.9 |
| 1,968.6 |
| 2,472.7 |
| 3,658.4 |
| 218.4 |
|
European Fund III (4) | 3/2008 | 3/2014 | 5,508.0 |
| 148.2 |
| 5.2% | 5,359.8 |
| 10,463.6 |
| 396.9 |
| 235.3 |
| (29.1 | ) |
European Fund II (4) | 11/2005 | 10/2008 | 5,750.8 |
| — |
| 2.1% | 5,750.8 |
| 8,507.4 |
| — |
| 34.3 |
| (0.2 | ) |
| Asian Fund III | 4/2017 | 4/2023 | 9,000.0 |
| 4,928.2 |
| 5.6% | 4,292.3 |
| 985.4 |
| 3,996.8 |
| 5,051.8 |
| 183.5 |
|
| Asian Fund II | 4/2013 | 4/2017 | 5,825.0 |
| 315.8 |
| 1.3% | 6,522.4 |
| 4,051.2 |
| 4,345.1 |
| 5,466.4 |
| 228.2 |
|
Asian Fund (4) | 7/2007 | 4/2013 | 3,983.3 |
| — |
| 2.5% | 3,945.9 |
| 8,535.4 |
| 173.5 |
| 190.4 |
| 4.5 |
|
China Growth Fund (4) | 11/2010 | 11/2016 | 1,010.0 |
| — |
| 1.0% | 1,010.0 |
| 805.5 |
| 549.1 |
| 450.8 |
| (16.2 | ) |
| Next Generation Technology Growth Fund II | 12/2019 | 12/2025 | 2,088.3 |
| 2,088.3 |
| 7.2% | — |
| — |
| — |
| — |
| — |
|
| Next Generation Technology Growth Fund | 3/2016 | 12/2019 | 658.9 |
| 10.5 |
| 22.5% | 653.9 |
| 45.9 |
| 603.3 |
| 979.7 |
| 34.9 |
|
| Health Care Strategic Growth Fund | 12/2016 | 12/2021 | 1,331.0 |
| 906.2 |
| 11.3% | 503.9 |
| 82.4 |
| 415.3 |
| 692.6 |
| 28.7 |
|
| Global Impact Fund | 2/2019 | 2/2025 | 1,242.2 |
| 1,156.5 |
| 8.1% | 85.7 |
| — |
| 85.7 |
| 62.5 |
| — |
|
| Private Equity and Growth Equity Funds | | | 91,797.0 |
| 23,265.2 |
| | 71,561.4 |
| 91,960.9 |
| 28,719.3 |
| 36,474.0 |
| 1,331.5 |
|
| | | | | | | | | | | |
| Co-Investment Vehicles and Other | Various | Various | 11,760.1 |
| 5,134.1 |
| Various | 6,802.5 |
| 4,852.1 |
| 4,455.6 |
| 5,414.8 |
| 298.0 |
|
| | | | | | | | | | | |
| Total Private Equity and Growth Equity Funds | | | 103,557.1 |
| 28,399.3 |
| | 78,363.9 |
| 96,813.0 |
| 33,174.9 |
| 41,888.8 |
| 1,629.5 |
|
| | | | | | | | | | | |
| Core Investment Vehicles | Various | Various | 9,745.0 |
| 5,045.1 |
| 35.9% | 4,699.9 |
| — |
| 4,699.9 |
| 6,271.2 |
| 43.3 |
|
| | | | |
| |
| | |
| |
| |
| |
| |
| Real Assets | | | | | | | | | | |
| Energy Income and Growth Fund II | 6/2018 | 6/2021 | 994.2 |
| 587.6 |
| 20.1% | 416.3 |
| 9.6 |
| 407.1 |
| 356.1 |
| — |
|
| Energy Income and Growth Fund | 9/2013 | 6/2018 | 1,974.2 |
| 59.3 |
| 12.9% | 1,963.4 |
| 781.9 |
| 1,287.7 |
| 726.1 |
| — |
|
Natural Resources Fund (4) | Various | Various | 887.4 |
| 0.9 |
| Various | 886.5 |
| 123.2 |
| 194.2 |
| 41.1 |
| — |
|
| Global Energy Opportunities | Various | Various | 914.1 |
| 188.4 |
| Various | 501.3 |
| 128.2 |
| 338.0 |
| 193.8 |
| — |
|
| Global Infrastructure Investors III | 6/2018 | 6/2024 | 7,148.7 |
| 4,576.9 |
| 3.8% | 2,623.4 |
| 51.5 |
| 2,584.8 |
| 2,501.7 |
| |
| Global Infrastructure Investors II | 10/2014 | 6/2018 | 3,039.8 |
| 158.2 |
| 4.1% | 3,117.7 |
| 847.1 |
| 2,554.9 |
| 3,979.6 |
| 139.8 |
|
| Global Infrastructure Investors | 9/2011 | 10/2014 | 1,040.2 |
| 25.4 |
| 4.8% | 1,047.6 |
| 1,364.9 |
| 319.9 |
| 824.2 |
| 55.2 |
|
| Asia Pacific Infrastructure Investors | 1/2020 | 1/2026 | 1,759.5 |
| 1,759.5 |
| 14.2% | — |
| — |
| — |
| — |
| — |
|
| Real Estate Partners Americas II | 5/2017 | 12/2020 | 1,921.2 |
| 915.5 |
| 7.8% | 1,164.7 |
| 342.5 |
| 993.7 |
| 1,116.7 |
| 31.5 |
|
| Real Estate Partners Americas | 5/2013 | 5/2017 | 1,229.1 |
| 148.2 |
| 16.3% | 1,010.7 |
| 1,351.4 |
| 222.1 |
| 127.6 |
| 5.0 |
|
| Real Estate Partners Europe | 9/2015 | 12/2019 | 707.9 |
| 231.8 |
| 9.3% | 548.0 |
| 146.1 |
| 475.3 |
| 543.2 |
| 10.6 |
|
| Real Estate Credit Opportunity Partners | 2/2017 | 4/2019 | 1,130.0 |
| 122.2 |
| 4.4% | 1,007.8 |
| 161.9 |
| 1,007.8 |
| 964.3 |
| — |
|
| Property Partners Americas | 12/2019 | (5) | 1,512.5 |
| 1,317.2 |
| 33.1% | 195.3 |
| — |
| 195.3 |
| 196.8 |
| — |
|
| Co-Investment Vehicles and Other | Various | Various | 4,893.7 |
| 3,268.8 |
| Various | 1,624.9 |
| 831.3 |
| 1,621.2 |
| 1,838.8 |
| 0.7 |
|
| | | | | | | | | | | |
| Real Assets | | | 29,152.5 |
| 13,359.9 |
| | 16,107.6 |
| 6,139.6 |
| 12,202.0 |
| 13,410.0 |
| 242.8 |
|
| | | | | | | | | | | |
| Other | | | | | | | | | | |
Unallocated Commitments (6) | | | 1,985.8 |
| 1,985.8 |
| Various | — |
| — |
| — |
| — |
| — |
|
| | | | | | | | | | | |
| Private Markets Total | | | $ | 144,440.4 |
| $ | 48,790.1 |
| | $ | 99,171.4 |
| $ | 102,952.6 |
| $ | 50,076.8 |
| $ | 61,570.0 |
| $ | 1,915.6 |
|
115
| |
(1) | The start date represents the date on which the general partner of the applicable fund commenced investment of the fund's capital or the date of the first closing. The end date represents the earlier of (i) the date on which the general partner of the applicable fund was or will be required by the fund's governing agreement to cease making investments on behalf of the fund, unless extended by a vote of the fund investors, and (ii) the date on which the last investment was made. |
| |
(2) | The commitment represents the aggregate capital commitments to the fund, including capital commitments by third-party fund investors and the general partner. Foreign currency commitments have been converted into U.S. dollars based on (i) the foreign exchange rate at the date of purchase for each investment and (ii) the exchange rate that prevailed on March 31, 2020, in the case of uncalled commitments. |
| |
(3) | The remaining cost represents the initial investment of the general partner and limited partners, reduced for returns of capital, with the limited partners' investment further reduced for any realized gains from which the general partner did not receive a carried interest. |
| |
(4) | 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. |
| |
(6) | "Unallocated Commitments" represent unallocated commitments from our strategic investor partnerships. |
The table below presents information as of March 31, 2020,2021, relating to the historical performance of certain of our Private Markets investment vehicles since inception, which we believe illustrates the benefits of our investment approach. This data does not reflect additional capital raised since March 31, 2020,2021, or acquisitions or disposals of investments, changes in investment values or distributions occurring after that date. However, the information presented below is not intended to be representative of any past or future performance for any particular period other than the period presented below. Past performance is no guarantee of future results.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Amount | | Fair Value of Investments | | | | | | | | |
| Private Markets Investment Funds | Commitment | Invested | | Realized (4) | Unrealized | | Total Value | | Gross IRR (5) | Net IRR (5) | | | Gross Multiple of Invested Capital (5) |
| ($ in millions) |
Legacy Funds (1) | | | | | | | | | | | | | |
| 1976 Fund | $ | 31.4 | | $ | 31.4 | | | $ | 537.2 | | $ | — | | | $ | 537.2 | | | 39.5 | % | 35.5 | % | | | 17.1 | |
| 1980 Fund | 356.8 | | 356.8 | | | 1,827.8 | | — | | | 1,827.8 | | | 29.0 | % | 25.8 | % | | | 5.1 | |
| 1982 Fund | 327.6 | | 327.6 | | | 1,290.7 | | — | | | 1,290.7 | | | 48.1 | % | 39.2 | % | | | 3.9 | |
| 1984 Fund | 1,000.0 | | 1,000.0 | | | 5,963.5 | | — | | | 5,963.5 | | | 34.5 | % | 28.9 | % | | | 6.0 | |
| 1986 Fund | 671.8 | | 671.8 | | | 9,080.7 | | — | | | 9,080.7 | | | 34.4 | % | 28.9 | % | | | 13.5 | |
| 1987 Fund | 6,129.6 | | 6,129.6 | | | 14,949.2 | | — | | | 14,949.2 | | | 12.1 | % | 8.9 | % | | | 2.4 | |
| 1993 Fund | 1,945.7 | | 1,945.7 | | | 4,143.3 | | — | | | 4,143.3 | | | 23.6 | % | 16.8 | % | | | 2.1 | |
| 1996 Fund | 6,011.6 | | 6,011.6 | | | 12,476.9 | | — | | | 12,476.9 | | | 18.0 | % | 13.3 | % | | | 2.1 | |
| Subtotal - Legacy Funds | 16,474.5 | | 16,474.5 | | | 50,269.3 | | — | | | 50,269.3 | | | 26.1 | % | 19.9 | % | | | 3.1 | |
| Included Funds | | | | | | | | | | | | | |
European Fund (1999) (2) | 3,085.4 | | 3,085.4 | | | 8,757.7 | | — | | | 8,757.7 | | | 26.9 | % | 20.2 | % | | | 2.8 | |
| Millennium Fund (2002) | 6,000.0 | | 6,000.0 | | | 14,123.1 | | 6.1 | | | 14,129.2 | | | 22.0 | % | 16.1 | % | | | 2.4 | |
European Fund II (2005) (2) | 5,750.8 | | 5,750.8 | | | 8,507.4 | | 34.3 | | | 8,541.7 | | | 6.1 | % | 4.5 | % | | | 1.5 | |
| 2006 Fund (2006) | 17,642.2 | | 17,309.3 | | | 32,646.5 | | 4,900.4 | | | 37,546.9 | | | 12.0 | % | 9.4 | % | | | 2.2 | |
| Asian Fund (2007) | 3,983.3 | | 3,974.3 | | | 8,723.3 | | 28.7 | | | 8,752.0 | | | 18.9 | % | 13.7 | % | | | 2.2 | |
European Fund III (2008) (2) | 5,514.7 | | 5,359.8 | | | 10,602.2 | | 235.4 | | | 10,837.6 | | | 16.6 | % | 11.5 | % | | | 2.0 | |
E2 Investors (Annex Fund) (2009) (2) | 195.8 | | 195.8 | | | 199.6 | | — | | | 199.6 | | | 0.6 | % | 0.5 | % | | | 1.0 | |
| China Growth Fund (2010) | 1,010.0 | | 1,010.0 | | | 903.9 | | 403.1 | | | 1,307.0 | | | 6.6 | % | 2.3 | % | | | 1.3 | |
| Natural Resources Fund (2010) | 887.4 | | 887.4 | | | 123.2 | | 73.1 | | | 196.3 | | | (25.3) | % | (27.1) | % | | | 0.2 | |
Global Infrastructure Investors (2011) (2) | 1,040.2 | | 1,046.8 | | | 2,191.5 | | 36.5 | | | 2,228.0 | | | 17.6 | % | 15.6 | % | | | 2.1 | |
| North America Fund XI (2012) | 8,718.4 | | 9,733.0 | | | 12,932.9 | | 9,557.8 | | | 22,490.7 | | | 23.6 | % | 18.9 | % | | | 2.3 | |
| Asian Fund II (2013) | 5,825.0 | | 6,839.3 | | | 5,189.9 | | 5,547.3 | | | 10,737.2 | | | 13.8 | % | 10.1 | % | | | 1.6 | |
| Real Estate Partners Americas (2013) | 1,229.1 | | 1,013.0 | | | 1,365.7 | | 82.7 | | | 1,448.4 | | | 16.4 | % | 11.6 | % | | | 1.4 | |
| Energy Income and Growth Fund (2013) | 1,974.2 | | 1,967.9 | | | 838.0 | | 1,020.4 | | | 1,858.4 | | | (1.6) | % | (4.0) | % | | | 0.9 | |
Global Infrastructure Investors II (2014) (2) | 3,040.8 | | 3,158.9 | | | 2,843.4 | | 3,028.1 | | | 5,871.5 | | | 21.5 | % | 18.7 | % | | | 1.9 | |
European Fund IV (2015) (2) | 3,517.2 | | 3,578.1 | | | 3,092.2 | | 4,080.9 | | | 7,173.1 | | | 26.5 | % | 20.9 | % | | | 2.0 | |
Real Estate Partners Europe (2015) (2) | 714.5 | | 612.0 | | | 359.0 | | 501.5 | | | 860.5 | | | 15.3 | % | 10.8 | % | | | 1.4 | |
| Next Generation Technology Growth Fund (2016) | 658.9 | | 663.3 | | | 401.8 | | 1,651.2 | | | 2,053.0 | | | 48.0 | % | 41.2 | % | | | 3.1 | |
| Health Care Strategic Growth Fund (2016) | 1,331.0 | | 747.4 | | | 196.0 | | 1,137.5 | | | 1,333.5 | | | 54.7 | % | 35.0 | % | | | 1.8 | |
| Americas Fund XII (2017) | 13,500.0 | | 8,354.5 | | | 951.0 | | 18,878.4 | | | 19,829.4 | | | 49.4 | % | 40.2 | % | | | 2.4 | |
| Real Estate Credit Opportunity Partners (2017) | 1,130.0 | | 1,007.8 | | | 254.9 | | 941.7 | | | 1,196.6 | | | 6.9 | % | 5.7 | % | | | 1.2 | |
| Core Investment Vehicles (2017) | 10,807.0 | | 7,688.4 | | | — | | 11,531.4 | | | 11,531.4 | | | 22.5 | % | 21.1 | % | | | 1.5 | |
| Asian Fund III (2017) | 9,000.0 | | 6,338.2 | | | 1,261.1 | | 10,178.7 | | | 11,439.8 | | | 43.6 | % | 33.5 | % | | | 1.8 | |
| Real Estate Partners Americas II (2017) | 1,921.2 | | 1,753.1 | | | 568.3 | | 1,726.2 | | | 2,294.5 | | | 22.7 | % | 17.6 | % | | | 1.3 | |
Global Infrastructure Investors III (2018) (2) | 7,199.1 | | 3,421.5 | | | 234.9 | | 3,512.7 | | | 3,747.6 | | | 7.3 | % | 3.4 | % | | | 1.1 | |
| Global Impact Fund (2019) | 1,242.2 | | 552.1 | | | 25.3 | | 759.3 | | | 784.6 | | | 69.0 | % | 45.0 | % | | | 1.4 | |
European Fund V (2019) (2)(3) | 6,429.0 | | 2,604.9 | | | 111.0 | | 3,200.3 | | | 3,311.3 | | | — | | — | | | | — | |
Energy Income and Growth Fund II (2019) (3) | 994.2 | | 488.9 | | | 60.9 | | 522.4 | | | 583.3 | | | — | | — | | | | — | |
Next Generation Technology Growth Fund II (2019) (3) | 2,088.3 | | 944.7 | | | 62.2 | | 1,357.3 | | | 1,419.5 | | | — | | — | | | | — | |
Asia Pacific Infrastructure Investors (2019) (3) | 3,791.6 | | 814.8 | | | — | | 939.9 | | | 939.9 | | | — | | — | | | | — | |
Real Estate Credit Opportunity Partners II (2019) (3) | 950.0 | | 385.7 | | | 18.5 | | 396.6 | | | 415.1 | | | — | | — | | | | — | |
Asian Fund IV (2020) (3) | 14,734.7 | | — | | | — | | — | | | — | | | — | | — | | | | — | |
Asia Real Estate Partners (2020) (3) | 1,682.4 | | 224.1 | | | — | | 246.8 | | | 246.8 | | | — | | — | | | | — | |
Real Estate Partners Americas III (2021) (3) | 2,529.1 | | — | | | — | | — | | | — | | | — | | — | | | | — | |
| Subtotal - Included Funds | 150,117.7 | | 107,511.2 | | | 117,545.4 | | 86,516.7 | | | 204,062.1 | | | 16.7 | % | 12.8 | % | | | 1.9 | |
| | | | | | | | | | | | | |
| All Funds | $ | 166,592.2 | | $ | 123,985.7 | | | $ | 167,814.7 | | $ | 86,516.7 | | | $ | 254,331.4 | | | 25.6 | % | 18.8 | % | | | 2.1 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Amount | | Fair Value of Investments | | | | | | |
| Private Markets Investment Funds | Commitment | Invested | | Realized (4) | Unrealized | | Total Value | | Gross IRR (5) | Net IRR (5) | Gross Multiple of Invested Capital (5) |
| ($ in millions) |
Legacy Funds (1) | |
| |
| | |
| |
| | |
| | |
| |
| |
|
| 1976 Fund | $ | 31.4 |
| $ | 31.4 |
| | $ | 537.2 |
| $ | — |
| | $ | 537.2 |
| | 39.5 | % | 35.5 | % | 17.1 |
|
| 1980 Fund | 356.8 |
| 356.8 |
| | 1,827.8 |
| — |
| | 1,827.8 |
| | 29.0 | % | 25.8 | % | 5.1 |
|
| 1982 Fund | 327.6 |
| 327.6 |
| | 1,290.7 |
| — |
| | 1,290.7 |
| | 48.1 | % | 39.2 | % | 3.9 |
|
| 1984 Fund | 1,000.0 |
| 1,000.0 |
| | 5,963.5 |
| — |
| | 5,963.5 |
| | 34.5 | % | 28.9 | % | 6.0 |
|
| 1986 Fund | 671.8 |
| 671.8 |
| | 9,080.7 |
| — |
| | 9,080.7 |
| | 34.4 | % | 28.9 | % | 13.5 |
|
| 1987 Fund | 6,129.6 |
| 6,129.6 |
| | 14,949.2 |
| — |
| | 14,949.2 |
| | 12.1 | % | 8.9 | % | 2.4 |
|
| 1993 Fund | 1,945.7 |
| 1,945.7 |
| | 4,143.3 |
| — |
| | 4,143.3 |
| | 23.6 | % | 16.8 | % | 2.1 |
|
| 1996 Fund | 6,011.6 |
| 6,011.6 |
| | 12,476.9 |
| — |
| | 12,476.9 |
| | 18.0 | % | 13.3 | % | 2.1 |
|
| Subtotal - Legacy Funds | 16,474.5 |
| 16,474.5 |
| | 50,269.3 |
| — |
| | 50,269.3 |
| | 26.1 | % | 19.9 | % | 3.1 |
|
| Included Funds | |
| |
| | |
| |
| | |
| | |
| |
| |
|
European Fund (1999) (2) | 3,085.4 |
| 3,085.4 |
| | 8,757.7 |
| — |
| | 8,757.7 |
| | 26.9 | % | 20.2 | % | 2.8 |
|
| Millennium Fund (2002) | 6,000.0 |
| 6,000.0 |
| | 14,123.1 |
| 6.1 |
| | 14,129.2 |
| | 22.0 | % | 16.1 | % | 2.4 |
|
European Fund II (2005) (2) | 5,750.8 |
| 5,750.8 |
| | 8,507.4 |
| 34.3 |
| | 8,541.7 |
| | 6.1 | % | 4.5 | % | 1.5 |
|
| 2006 Fund (2006) | 17,642.2 |
| 17,304.5 |
| | 31,003.8 |
| 4,643.9 |
| | 35,647.7 |
| | 11.7 | % | 9.1 | % | 2.1 |
|
| Asian Fund (2007) | 3,983.3 |
| 3,945.9 |
| | 8,535.4 |
| 190.4 |
| | 8,725.8 |
| | 18.9 | % | 13.7 | % | 2.2 |
|
European Fund III (2008) (2) | 5,508.0 |
| 5,359.8 |
| | 10,463.6 |
| 235.3 |
| | 10,698.9 |
| | 16.5 | % | 11.4 | % | 2.0 |
|
E2 Investors (Annex Fund) (2009) (2) | 195.8 |
| 195.8 |
| | 199.6 |
| — |
| | 199.6 |
| | 0.6 | % | 0.5 | % | 1.0 |
|
| China Growth Fund (2010) | 1,010.0 |
| 1,010.0 |
| | 805.5 |
| 450.8 |
| | 1,256.3 |
| | 6.2 | % | 2.0 | % | 1.2 |
|
| Natural Resources Fund (2010) | 887.4 |
| 886.5 |
| | 123.2 |
| 41.1 |
| | 164.3 |
| | (33.8 | )% | (36.4 | )% | 0.2 |
|
Global Infrastructure Investors (2011) (2) | 1,040.2 |
| 1,047.6 |
| | 1,364.9 |
| 824.2 |
| | 2,189.1 |
| | 17.5 | % | 15.5 | % | 2.1 |
|
| North America Fund XI (2012) | 8,718.4 |
| 9,579.6 |
| | 11,299.6 |
| 7,470.0 |
| | 18,769.6 |
| | 21.5 | % | 16.9 | % | 2.0 |
|
| Asian Fund II (2013) | 5,825.0 |
| 6,522.4 |
| | 4,051.2 |
| 5,466.4 |
| | 9,517.6 |
| | 13.2 | % | 9.4 | % | 1.5 |
|
| Real Estate Partners Americas (2013) | 1,229.1 |
| 1,010.7 |
| | 1,351.4 |
| 127.6 |
| | 1,479.0 |
| | 17.4 | % | 12.6 | % | 1.5 |
|
| Energy Income and Growth Fund (2013) | 1,974.2 |
| 1,963.4 |
| | 781.9 |
| 726.1 |
| | 1,508.0 |
| | (9.5 | )% | (12.4 | )% | 0.8 |
|
Global Infrastructure Investors II (2014) (2) | 3,039.8 |
| 3,117.7 |
| | 847.1 |
| 3,979.6 |
| | 4,826.7 |
| | 18.3 | % | 15.6 | % | 1.5 |
|
European Fund IV (2015) (2) | 3,508.6 |
| 3,372.9 |
| | 1,968.6 |
| 3,658.4 |
| | 5,627.0 |
| | 23.0 | % | 17.5 | % | 1.7 |
|
Real Estate Partners Europe (2015) (2) | 707.9 |
| 548.0 |
| | 146.1 |
| 543.2 |
| | 689.3 |
| | 13.6 | % | 8.8 | % | 1.3 |
|
| Next Generation Technology Growth Fund (2016) | 658.9 |
| 653.9 |
| | 45.9 |
| 979.7 |
| | 1,025.6 |
| | 26.4 | % | 20.6 | % | 1.6 |
|
| Health Care Strategic Growth Fund (2016) | 1,331.0 |
| 503.9 |
| | 82.4 |
| 692.6 |
| | 775.0 |
| | 64.8 | % | 34.5 | % | 1.5 |
|
| Americas Fund XII (2017) | 13,500.0 |
| 6,461.8 |
| | 89.0 |
| 7,066.4 |
| | 7,155.4 |
| | 7.3 | % | 3.2 | % | 1.1 |
|
| Real Estate Credit Opportunity Partners (2017) | 1,130.0 |
| 1,007.8 |
| | 161.9 |
| 964.3 |
| | 1,126.2 |
| | 6.6 | % | 5.4 | % | 1.1 |
|
| Core Investment Vehicles (2017) | 9,745.0 |
| 4,699.9 |
| | — |
| 6,271.2 |
| | 6,271.2 |
| | 18.0 | % | 16.9 | % | 1.3 |
|
| Asian Fund III (2017) | 9,000.0 |
| 4,292.3 |
| | 985.4 |
| 5,051.8 |
| | 6,037.2 |
| | 34.5 | % | 23.7 | % | 1.4 |
|
| Real Estate Partners Americas II (2017) | 1,921.2 |
| 1,164.7 |
| | 342.5 |
| 1,116.7 |
| | 1,459.2 |
| | 25.4 | % | 19.1 | % | 1.3 |
|
Global Infrastructure Investors III (2018) (2)(3) | 7,148.7 |
| 2,623.4 |
| | — |
| 2,501.7 |
| | 2,501.7 |
| | — |
| — |
| — |
|
European Fund V (2019) (2)(3) | 6,030.3 |
| 717.9 |
| | — |
| 465.4 |
| | 465.4 |
| | — |
| — |
| — |
|
Energy Income and Growth Fund II (2019) (3) | 994.2 |
| 416.3 |
| | — |
| 356.1 |
| | 356.1 |
| | — |
| — |
| — |
|
Next Generation Technology Growth Fund II (2019) (3) | 2,088.3 |
| — |
| | — |
| — |
| | — |
| | — |
| — |
| — |
|
Global Impact Fund (2019) (3) | 1,242.2 |
| 85.7 |
| | — |
| 62.5 |
| | 62.5 |
| | — |
| — |
| — |
|
Asia Pacific Infrastructure Investors (2019) (3) | 1,759.5 |
| — |
| | — |
| — |
| | — |
| | — |
| — |
| — |
|
Property Partners Americas (2019) (3) | 1,512.5 |
| 195.3 |
| | — |
| 196.8 |
| | 196.8 |
| | — |
| — |
| — |
|
| Subtotal - Included Funds | 128,167.9 |
| 93,523.9 |
| | 106,037.2 |
| 54,122.6 |
| | 160,159.8 |
| | 15.4 | % | 11.4 | % | 1.7 |
|
| | | | | | | | | | | |
|
|
| All Funds | $ | 144,642.4 |
| $ | 109,998.4 |
| | $ | 156,306.5 |
| $ | 54,122.6 |
| | $ | 210,429.1 |
| | 25.6 | % | 18.7 | % | 2.0 |
|
| | | | | | | | | | | | |
(2)The following table presents information regarding investment funds with euro-denominated commitments. Such amounts have been converted into U.S. dollars based on (i) the foreign exchange rate at the date of purchase for each investment and (ii) the exchange rate prevailing on March 31, 2021, in the case of unfunded commitments.
| |
(1) | These funds were not contributed to KKR as part of the acquisition of the assets and liabilities of KKR & Co. (Guernsey) L.P. (formerly known as KKR Private Equity Investors, L.P.) on October 1, 2009 (the "KPE Transaction"). |
| |
(2) | The following table presents information regarding investment funds with euro-denominated commitments. Such amounts have been converted into U.S. dollars based on (i) the foreign exchange rate at the date of purchase for each investment and (ii) the exchange rate prevailing on March 31, 2020, in the case of unfunded commitments. |
|
| | | | |
| Private Markets Investment Funds | Commitment (€ in millions) | |
| European Fund | | € | 196.5 |
|
| European Fund II | | € | 2,597.5 |
|
| European Fund III | | € | 2,882.8 |
|
| E2 Investors (Annex Fund) | | € | 55.5 |
|
| Global Infrastructure Investors | | € | 30.0 |
|
| Global Infrastructure Investors II | | € | 243.8 |
|
| European Fund IV | | € | 1,626.1 |
|
| Real Estate Partners Europe | | € | 276.6 |
|
| Global Infrastructure Investors III | | € | 987.0 |
|
European Fund V | | € | 2,144.2 |
|
| |
(3) | The gross IRR, net IRR and gross multiple of invested capital are calculated for our investment funds that made their first investment at least 24 months prior to March 31, 2020. None of the Global Infrastructure Investors III, European Fund V Energy Income and Growth Fund II, Next Generation Technology Growth Fund II, Global Impact Fund, Asia Pacific Infrastructure Investors, or Property Partners Americas has invested for at least 24 months as of March 31, 2020. We therefore have not calculated gross IRRs, net IRRs and gross multiples of invested capital with respect to those funds. |
| € | 2,144.2�� | |
(4) | An investment is considered realized when it has been disposed of or has otherwise generated disposition proceeds or current income that has been distributed by the relevant fund. In periods prior to the three months ended September 30, 2015, realized proceeds excluded current income such as dividends and interest. Realizations have not been shown for those investment funds that have either made their first investment more recently than 24 months prior to March 31, 2020 or have not had any realizations. |
| |
(5) | IRRs measure the aggregate annual compounded returns generated by a fund's investments over a holding period. Net IRRs are calculated after giving effect to the allocation of realized and unrealized carried interest and the payment of any applicable management fees and organizational expenses. Gross IRRs are calculated before giving effect to the allocation of realized and unrealized carried interest and the payment of any applicable management fees and organizational expenses. |
(3)The gross IRR, net IRR and gross multiple of invested capital are calculated for our investment funds that made their first investment at least 24 months prior to March 31, 2021. None of the European Fund V, Energy Income and Growth Fund II, Next Generation Technology Growth Fund II, Asia Pacific Infrastructure Investors, Real Estate Credit Opportunities Partners II, Asian Fund IV, Asia Real Estate Partners, Real Estate Partners Americas III, or Property Partners Americas, has invested for at least 24 months as of March 31, 2021. We therefore have not calculated gross IRRs, net IRRs and gross multiples of invested capital with respect to those funds.
(4)An investment is considered realized when it has been disposed of or has otherwise generated disposition proceeds or current income that has been distributed by the relevant fund. In periods prior to the three months ended September 30, 2015, realized proceeds excluded current income such as dividends and interest.
(5)IRRs measure the aggregate annual compounded returns generated by a fund's investments over a holding period. Net IRRs are calculated after giving effect to the allocation of realized and unrealized carried interest and the payment of any applicable management fees and organizational expenses. Gross IRRs are calculated before giving effect to the allocation of realized and unrealized carried interest and the payment of any applicable management fees and organizational expenses.
The gross multiples of invested capital measure the aggregate value generated by a fund's investments in absolute terms. Each multiple of invested capital is calculated by adding together the total realized and unrealized values of a fund's investments and dividing by the total amount of capital invested by the fund. Such amounts do not give effect to the allocation of realized and unrealized carried interest or the payment of any applicable management fees or organizational expenses.
KKR's Private Markets funds may utilize third-party financing facilities to provide liquidity to such funds. The above net and gross IRRs are calculated from the time capital contributions are due from fund investors to the time fund investors receive a related distribution from the fund, and the use of such financing facilities generally decreases the amount of time that would otherwise be used to calculate IRRs, which tends to increase IRRs when fair value grows over time and decrease IRRs when fair value decreases over time. KKR's Private Markets funds also generally provide in certain circumstances, which vary depending on the relevant fund documents, for a portion of capital returned to investors to be restored to unused commitments as recycled capital. For KKR's Private Markets funds that have a preferred return, we take into account recycled capital in the calculation of IRRs and multiples of invested capital because the calculation of the preferred return includes the effect of recycled capital. For KKR's Private Markets funds that do not have a preferred return, we do not take recycled capital into account in the calculation of IRRs and multiples of invested capital. The inclusion of recycled capital generally causes invested and realized amounts to be higher and IRRs and multiples of invested capital to be lower than had recycled capital not been included. The inclusion of recycled capital would reduce the composite net IRR of all Included Funds by 0.1% and the composite net IRR of all Legacy Funds by 0.5% and would reduce the composite multiple of invested capital of Included Funds by less than 0.1 and the composite multiple of invested capital of Legacy Funds by 0.4.
Asset Management - Public Markets
Through our Public Markets business line, we operate our combined credit and hedge funds platforms.platforms on a combined basis. Our credit business invests capital in (i) leveraged credit strategies, including leveraged loans, high-yield bonds, opportunistic credit and revolving credit strategies, and (ii) alternative credit strategies, including special situations or dislocation strategies and private credit strategies such as direct lending and private opportunistic credit (or mezzanine)(including mezzanine and asset-based finance) investment strategies. The funds, CLOs, separately managed accounts, investment companies registered under the Investment Company Act of 1940 (the "Investment Company Act") and alternative investment funds ("AIFs") in our leveraged credit and alternative credit strategies are managed by KKR Credit Advisors (US) LLC, which is an SEC-registered investment adviser, and KKR Credit Advisors (Ireland) Unlimited Company, which is regulated by the Central Bank of Ireland ("CBI")., and KKR Credit Advisors (Singapore) Pte. Ltd., which is regulated by the Monetary Authority of Singapore and also registered with the SEC. Our business development company ("BDC") platform consists of BDCs advised by FS/KKR Advisor, LLC ("FS/KKR Advisor"), which is an investment adviser jointly owned by KKR and Franklin Square Holdings, L.P. ("FS Investments") following the completion of our strategic partnership with FS Investments on April 9, 2018.. Our Public Markets business line also includes our hedge funds platform, which consists of strategic partnerships with third-party
hedge fund managers in which KKR owns a minority stake (which we refer to as "hedge fund partnerships"). Our
hedge fund partnerships offer a variety of investment strategies, including hedge fund-of-funds, equity hedge funds, hedge fund-of-funds and credit hedge funds.
We intend to continue to grow the Public Markets business line by leveraging our global investment platform, experienced investment professionals and the ability to adapt our investment strategies to different market conditions to capitalize on investment opportunities that may arise at various levels of the capital structure and across market cycles.
As of March 31, 2020,2021, our Public Markets business line had $93.0$189.7 billion of AUM, comprised of $37.9$98.2 billion of assets managed in our leveraged credit strategies (which include $4.3$6.8 billion of assets managed in our opportunistic credit strategy and $1.8$2.0 billion of assets managed in our revolving credit strategy), $5.1$7.6 billion of assets managed in our special situations strategy, $23.9or dislocation strategies, $57.9 billion of assets managed in our private credit strategies, $25.3$24.8 billion of assets managed through our hedge fund platform, and $0.8$1.2 billion of assets managed in other strategies. Our private credit strategies include $17.5$17.4 billion of assets managed in our direct lending strategy, and $6.4$7.3 billion of assets managed in our private opportunistic credit strategy.strategy and $33.3 billion of assets managed in other private credit strategies. Our BDC platform has approximately $15.3 billion in combined assets under management, which are reflected in the AUM of our leveraged credit strategies and alternative credit strategies above. We report all of the assets under management of the BDCs in our BDC platform. We report only a pro rata portion of the AUM in our strategic partnership with third-party hedge fund managers based on KKR's percentage ownership in them.
Credit
Performance
We generally review our performance in our credit business by investment strategy.
Our leveraged credit strategies principally invest through separately managed accounts, BDCs, CLOs and investment funds. In certain cases, these strategies have meaningful track records and may be compared to widely-known indices. The following table presents information regarding larger leveraged credit strategies managed by KKR from inception to March 31, 2020. However, the2021. The information presented below is not intended to be representative of any past or future performance for any particular period other than the period presented below. Past performance is no guarantee of any future result.
Leveraged Credit Strategies: Inception-to-Date Annualized Gross Performance vs. Benchmark by Strategy
| | | Leveraged Credit Strategy | | Inception Date | | Gross Returns | | Net Returns | | Benchmark (1) | | Benchmark Gross Returns | Leveraged Credit Strategy | | Inception Date | | | Gross
Returns | | Net
Returns | | Benchmark (1) | | Benchmark
Gross
Returns |
| Bank Loans Plus High Yield | | Jul 2008 | | 6.38 | % | | 5.77 | % | | 65% S&P/LSTA Loan Index, 35% BoAML HY Master II Index (2) | | 4.74 | % | Bank Loans Plus High Yield | | Jul 2008 | | | 7.49 | % | | 6.88 | % | | 65% S&P/LSTA Loan Index, 35% BoAML HY Master II Index (2) | | 5.98 | % |
Opportunistic Credit (3) | | May 2008 | | 10.00 | % | | 8.15 | % | | 50% S&P/LSTA Loan Index, 50% BoAML HY Master II Index (3) | | 5.04 | % | Opportunistic Credit (3) | | May 2008 | | | 11.61 | % | | 9.80 | % | | 50% S&P/LSTA Loan Index, 50% BoAML HY Master II Index (3) | | 6.27 | % |
| Bank Loans | | Apr 2011 | | 3.50 | % | | 2.92 | % | | S&P/LSTA Loan Index (4) | | 2.57 | % | Bank Loans | | Apr 2011 | | | 5.30 | % | | 4.72 | % | | S&P/LSTA Loan Index (4) | | 4.25 | % |
| High-Yield | | Apr 2011 | | 5.68 | % | | 5.10 | % | | BoAML HY Master II Index (5) | | 4.57 | % | High-Yield | | Apr 2011 | | | 7.06 | % | | 6.48 | % | | BoAML HY Master II Index (5) | | 6.31 | % |
| Bank Loans Conservative | | Apr 2011 | | 3.15 | % | | 2.57 | % | | S&P/LSTA BB-B Loan Index (6) | | 2.63 | % | Bank Loans Conservative | | Apr 2011 | | | 4.51 | % | | 3.93 | % | | S&P/LSTA BB-B Loan Index (6) | | 4.24 | % |
European Leveraged Loans (7) | | Sep 2009 | | 3.47 | % | | 2.96 | % | | CS Inst West European Leveraged Loan Index (8) | | 2.82 | % | European Leveraged Loans (7) | | Sep 2009 | | | 4.73 | % | | 4.21 | % | | CS Inst West European Leveraged Loan Index (8) | | 3.64 | % |
| High-Yield Conservative | | Apr 2011 | | 5.32 | % | | 4.75 | % | | BoAML HY BB-B Constrained (9) | | 4.62 | % | High-Yield Conservative | | Apr 2011 | | | 6.33 | % | | 5.76 | % | | BoAML HY BB-B Constrained (9) | | 6.27 | % |
European Credit Opportunities (7) | | Sept 2007 | | 2.45 | % | | 1.53 | % | | S&P European Leveraged Loans (All Loans) (10) | | 2.80 | % | European Credit Opportunities (7) | | Sept 2007 | | | 5.79 | % | | 4.85 | % | | S&P European Leveraged Loans (All Loans) (10) | | 4.17 | % |
Revolving Credit (11) | | May 2015 | | N/A |
| | N/A |
| | N/A | | N/A |
| Revolving Credit (11) | | May 2015 | | | N/A | | N/A | | N/A | | N/A |
| |
(1) | (1)The benchmarks referred to herein include the S&P/LSTA Leveraged Loan Index (the "S&P/LSTA Loan Index"), S&P/LSTA U.S. B/BB Ratings Loan Index (the "S&P/LSTA BB-B Loan Index"), the Bank of America Merrill Lynch High Yield Master II Index (the "BoAML HY Master II Index"), the BofA Merrill Lynch BB-B US High Yield Index (the "BoAML HY BB-B Constrained"), the Credit Suisse Institutional Western European Leveraged Loan Index (the "CS Inst West European Leveraged Loan Index"), and S&P European Leveraged Loans (All Loans). The S&P/LSTA Loan Index is a daily tradable index for the U.S. loan market that seeks to mirror the market-weighted performance of the largest institutional loans that meet certain criteria. The S&P/ LSTA BB-B Loan Index is comprised of loans in the S&P/LSTA Loan Index, whose rating is BB+, BB, BB-, B+, B or B-. The BoAML HY Master II Index is an index for high-yield corporate bonds. It is designed to measure the broad high-yield market, including lower-rated securities. The BoAML HY BB-B Constrained is a subset of the BoAML HY Master II Index including all securities rated BB1 through B3, inclusive. The CS Inst West European Leveraged Loan Index contains only institutional loan facilities priced above 90, excluding TL and TLa facilities and loans rated CC, C or are in default. The S&P European Leveraged Loan Index reflects the market-weighted performance of institutional leveraged loan portfolios investing in European credits. While the returns of our leveraged credit strategies reflect the reinvestment of income and dividends, none of the indices presented in the chart above reflect such reinvestment, which has the effect of increasing the reported relative performance of these strategies as compared to the indices. Furthermore, these indices are not subject to management fees, incentive allocations, or expenses. (2)Performance is based on a blended composite of Bank Loans Plus High Yield strategy accounts. The benchmark used for purposes of comparison for the Bank Loans Plus High Yield strategy is based on 65% S&P/LSTA Loan Index and 35% BoAML HY Master II Index. (3)The Opportunistic Credit strategy invests in high-yield securities and corporate loans with no preset allocation. The benchmark used for purposes of comparison for the Opportunistic Credit strategy presented herein is based on 50% S&P/LSTA Loan Index and 50% BoAML HY Master II Index. Funds within this strategy may utilize third-party financing facilities to enhance investment returns. In cases where financing facilities are used, the amounts90, excluding TL and TLa facilities and loans rated CC, C or are in default. The S&P European Leveraged Loan Index reflects the market-weighted performance of institutional leveraged loan portfolios investing in European credits. While the returns of our leveraged credit strategies reflect the reinvestment of income and dividends, none of the indices presented in the chart above reflect such reinvestment, which has the effect of increasing the reported relative performance of these strategies as compared to the indices. Furthermore, these indices are not subject to management fees, incentive allocations, or expenses. |
| |
(2) | Performance is based on a blended composite of Bank Loans Plus High Yield strategy accounts. The benchmark used for purposes of comparison for the Bank Loans Plus High Yield strategy is based on 65% S&P/LSTA Loan Index and 35% BoAML HY Master II Index.
|
| |
(3) | The Opportunistic Credit strategy invests in high-yield securities and corporate loans with no preset allocation. The benchmark used for purposes of comparison for the Opportunistic Credit strategy presented herein is based on 50% S&P/LSTA Loan Index and 50% BoAML HY Master II Index. Funds within this strategy may utilize third-party financing facilities to enhance investment returns. In cases where financing facilities are used, the amounts drawn on the facility are deducted from the assets of the fund in the calculation of net asset value, which tends to increase returns when net asset value grows over time and decrease returns when net asset value decreases over time. |
| |
(4) | Performance is based on a composite of portfolios that primarily invest in leveraged loans. The benchmark used for purposes of comparison for the Bank Loans strategy is based on the S&P/LSTA Loan Index. |
| |
(5) | Performance is based on a composite of portfolios that primarily invest in high-yield securities. The benchmark used for purposes of comparison for the High Yield strategy is based on the BoAML HY Master II Index. |
| |
(6) | Performance is based on a composite of portfolios that primarily invest in leveraged loans rated B-/Baa3 or higher. The benchmark used for purposes of comparison for the Bank Loans Conservative strategy is based on the S&P/LSTA BB-B Loan Index. |
| |
(7) | The returns presented are calculated based on local currency. |
| |
(8) | Performance is based on a composite of portfolios that primarily invest in higher quality leveraged loans. The benchmark used for purposes of comparison for the European Leveraged Loans strategy is based on the CS Inst West European Leveraged Loan Index. |
| |
(9) | Performance is based on a composite of portfolios that primarily invest in high-yield securities rated B or higher. The benchmark used for purposes of comparison for the High-Yield Conservative strategy is based on the BoAML HY BB-B Constrained Index. |
| |
(10) | Performance is based on a composite of portfolios that primarily invest in European institutional leveraged loans. The benchmark used for purposes of comparison for the European Credit Opportunities strategy is based on the S&P European Leveraged Loans (All Loans) Index. |
| |
(11) | This strategy has not called any capital as of March 31, 2020. As a result, the gross and net return performance measures are not meaningful and are not included above. |
(4)Performance is based on a composite of portfolios that primarily invest in leveraged loans. The benchmark used for purposes of comparison for the Bank Loans strategy is based on the S&P/LSTA Loan Index.
(5)Performance is based on a composite of portfolios that primarily invest in high-yield securities. The benchmark used for purposes of comparison for the High Yield strategy is based on the BoAML HY Master II Index.
(6)Performance is based on a composite of portfolios that primarily invest in leveraged loans rated B-/Baa3 or higher. The benchmark used for purposes of comparison for the Bank Loans Conservative strategy is based on the S&P/LSTA BB-B Loan Index.
(7)The returns presented are calculated based on local currency.
(8)Performance is based on a composite of portfolios that primarily invest in higher quality leveraged loans. The benchmark used for purposes of comparison for the European Leveraged Loans strategy is based on the CS Inst West European Leveraged Loan Index.
(9)Performance is based on a composite of portfolios that primarily invest in high-yield securities rated B or higher. The benchmark used for purposes of comparison for the High-Yield Conservative strategy is based on the BoAML HY BB-B Constrained Index.
(10)Performance is based on a composite of portfolios that primarily invest in European institutional leveraged loans. The benchmark used for purposes of comparison for the European Credit Opportunities strategy is based on the S&P European Leveraged Loans (All Loans) Index.
(11)This strategy has not called any capital as of March 31, 2021. As a result, the gross and net return performance measures are not meaningful and are not included above.
Our alternative credit strategies primarily invest in more illiquid instruments through private investment funds, BDCs and separately managed accounts. The following table presents information regarding our Public Markets alternative credit commingled funds where investors are subject to capital commitments from inception to March 31, 2020.2021. Some of these funds have been investing for less than 24 months, and thus their performance is less meaningful and not included below. In addition, the information presented below is not intended to be representative of any past or future performance for any particular period other than the period presented below. Past performance is no guarantee of any future result.
Alternative Credit Strategies: Fund Performance
| | | | | | | Amount | | Fair Value of Investments | | | | | | | | | | | | | | | Amount | | Fair Value of Investments | | | | | | | | | |
Public Markets Investment Funds | | Inception Date | | Commitment | | Invested (1) | | Realized (1) | | Unrealized | | Total Value | | Gross IRR (2) | | Net IRR (2) | | Multiple of Invested Capital (3) | | Gross Accrued Carried Interest | Public Markets
Investment Funds | | Inception Date | | Commitment | | Invested (1) | | Realized (1) | | Unrealized | | Total
Value | | Gross IRR (2) | | Net IRR (2) | | | Multiple of Invested Capital (3) | | Gross
Accrued
Carried Interest |
| ($ in Millions) | ($ in Millions) | ($ in Millions) |
| Dislocation Opportunities Fund | | Dislocation Opportunities Fund | | May 2020 | | $ | 2,831.0 | | | $ | 1,017.4 | | | $ | 40.9 | | | $ | 1,192.1 | | | $ | 1,233.0 | | | N/A | | N/A | | | N/A | | $ | 25.5 | |
| Special Situations Fund II | | Dec 2014 | | $ | 3,524.7 |
| | $ | 2,746.3 |
| | $ | 588.8 |
| | $ | 1,872.8 |
| | $ | 2,461.6 |
| | (4.3 | )% | | (6.6 | )% | | 0.9 |
| | $ | — |
| Special Situations Fund II | | Dec 2014 | | 3,524.7 | | | 3,225.2 | | | 1,135.4 | | | 2,574.9 | | | 3,710.3 | | | 5.0 | % | | 3.0 | % | | | 1.2 | | | — | |
| Special Situations Fund | | Dec 2012 | | 2,274.3 |
| | 2,273.0 |
| | 1,552.4 |
| | 619.8 |
| | 2,172.2 |
| | (1.2 | )% | | (3.4 | )% | | 1.0 |
| | — |
| Special Situations Fund | | Dec 2012 | | 2,274.3 | | | 2,273.2 | | | 1,552.4 | | | 595.3 | | | 2,147.7 | | | (1.4) | % | | (3.4) | % | | | 0.9 | | | — | |
| Mezzanine Partners | | Mar 2010 | | 1,022.8 |
| | 920.1 |
| | 1,081.8 |
| | 194.4 |
| | 1,276.2 |
| | 10.7 | % | | 7.5 | % | | 1.4 |
| | (20.0 | ) | Mezzanine Partners | | Mar 2010 | | 1,022.8 | | | 989.6 | | | 1,093.7 | | | 224.9 | | | 1,318.6 | | | 9.8 | % | | 6.6 | % | | | 1.3 | | | (20.0) | |
| Private Credit Opportunities Partners II | | Dec 2015 | | 2,245.1 |
| | 1,590.8 |
| | 118.5 |
| | 1,540.9 |
| | 1,659.4 |
| | 3.7 | % | | 2.0 | % | | 1.0 |
| | — |
| Private Credit Opportunities Partners II | | Dec 2015 | | 2,245.1 | | | 1,442.1 | | | 320.6 | | | 1,367.2 | | | 1,687.8 | | | 6.7 | % | | 5.1 | % | | | 1.2 | | | — | |
| Lending Partners III | | Apr 2017 | | 1,497.8 |
| | 657.0 |
| | 108.9 |
| | 641.8 |
| | 750.7 |
| | 11.9 | % | | 9.5 | % | | 1.1 |
| | 7.1 |
| Lending Partners III | | Apr 2017 | | 1,497.8 | | | 990.7 | | | 213.2 | | | 1,054.4 | | | 1,267.6 | | | 18.1 | % | | 15.0 | % | | | 1.3 | | | 21.4 | |
| Lending Partners II | | Jun 2014 | | 1,335.9 |
| | 1,179.1 |
| | 1,100.7 |
| | 258.1 |
| | 1,358.8 |
| | 5.8 | % | | 4.7 | % | | 1.2 |
| | — |
| Lending Partners II | | Jun 2014 | | 1,335.9 | | | 1,179.1 | | | 1,100.7 | | | 207.6 | | | 1,308.3 | | | 4.1 | % | | 2.8 | % | | | 1.1 | | | — | |
| Lending Partners | | Dec 2011 | | 460.2 |
| | 405.3 |
| | 450.7 |
| | 24.2 |
| | 474.9 |
| | 4.7 | % | | 3.0 | % | | 1.2 |
| | — |
| Lending Partners | | Dec 2011 | | 460.2 | | | 407.2 | | | 450.7 | | | 13.9 | | | 464.6 | | | 4.0 | % | | 2.3 | % | | | 1.1 | | | — | |
| Lending Partners Europe II | | Lending Partners Europe II | | Jun 2019 | | 836.6 | | | 317.6 | | | 19.8 | | | 349.6 | | | 369.4 | | | N/A | | N/A | | | N/A | | 1.3 | |
| Lending Partners Europe | | Mar 2015 | | 847.6 |
| | 604.9 |
| | 178.6 |
| | 387.5 |
| | 566.1 |
| | (2.0 | )% | | (5.0 | )% | | 0.9 |
| | — |
| Lending Partners Europe | | Mar 2015 | | 847.6 | | | 635.3 | | | 261.1 | | | 359.6 | | | 620.7 | | | (1.1) | % | | (3.8) | % | | | 1.0 | | | — | |
| Other Alternative Credit Vehicles | | Various | | 10,571.2 |
| | 5,189.0 |
| | 3,282.5 |
| | 3,011.5 |
| | 6,294.0 |
| | N/A |
| | N/A |
| | N/A |
| | 17.8 |
| Other Alternative Credit Vehicles | | Various | | 11,149.1 | | | 6,024.6 | | | 3,841.8 | | | 4,098.0 | | | 7,939.8 | | | N/A | | N/A | | | N/A | | 121.5 | |
Unallocated Commitments (4) | | Various | | 285.6 |
| | — |
| | — |
| | — |
| | — |
| | N/A |
| | N/A |
| | N/A |
| | — |
| Unallocated Commitments(4) | | Various | | 124.3 | | | — | | | — | | | — | | | — | | | N/A | | N/A | | | N/A | | — | |
| All Funds | | | | $ | 24,065.2 |
| | $ | 15,565.5 |
| | $ | 8,462.9 |
| | $ | 8,551.0 |
| | $ | 17,013.9 |
| | |
| | |
| | | | $ | 4.9 |
| All Funds | | | | $ | 28,149.4 | | | $ | 18,502.0 | | | $ | 10,030.3 | | | $ | 12,037.5 | | | $ | 22,067.8 | | | | | | | | | $ | 149.7 | |
(1) Recycled capital is excluded from the amounts invested and realized.
(2) These credit funds utilize third-party financing facilities to provide liquidity to such funds, and in such event, IRRs are calculated from the time capital contributions are due from fund investors to the time fund investors receive a related distribution from the fund. The use of such financing facilities generally decreases the amount of invested capital that would otherwise be used to calculate IRRs, which tends to increase IRRs when fair value grows over time and decrease IRRs when fair value decreases over time. IRRs measure the aggregate annual compounded returns generated by a fund's investments over a holding period and are calculated taking into account recycled capital. Net IRRs presented are calculated after giving effect to the allocation of realized and unrealized carried interest and the payment of any applicable management fees. Gross IRRs are calculated before giving effect to the allocation of carried interest and the payment of any applicable management fees.
(3) The multiples of invested capital measure the aggregate value generated by a fund's investments in absolute terms. Each multiple of invested capital is calculated by adding together the total realized and unrealized values of a fund's investments and dividing by the total amount of capital invested by the investors. The use of financing facilities generally decreases the amount of invested capital that would otherwise be used to calculate multiples of invested capital, which tends to increase multiples when fair value grows over time and decrease multiples when fair value decreases over time. Such amounts do
not give effect to the allocation of any realized and unrealized returns on a fund's investments to the fund's general partner pursuant to a carried interest or the payment of any applicable management fees and are calculated without taking into account recycled capital.
| |
(4) | "Unallocated Commitments" represent unallocated commitments from our strategic investor partnerships. |
Public Markets AUM and Vehicle Structures
The table below presents information as of March 31, 2020,2021, based on the investment funds, vehicles or accounts offered by our Public Markets business line. Our funds, vehicles and accounts have been sorted based upon their primary investment strategies. However, the AUM and FPAUM presented for each line in the table includes certain investments from non-primary investment strategies, which are permitted by their investment mandates, for purposes of presenting the fees and other terms for such funds, vehicles and accounts.
| | | ($ in millions) | | AUM | | FPAUM | | Typical Management Fee Rate | | Incentive Fee / Carried Interest | | Preferred Return | | Duration of Capital | ($ in millions) | | AUM | | FPAUM | | Typical
Management
Fee Rate | | Incentive Fee /
Carried
Interest | | Preferred
Return | | Duration
of Capital |
| Leveraged Credit: | | |
| | |
| | | | | | | | | Leveraged Credit: | | | | | | | | | | | | |
| Leveraged Credit SMAs/Funds | | $ | 20,764 |
| | $ | 19,576 |
| | 0.10% - 1.10% | | Various (1) | | Various (1) | | Subject to redemptions | Leveraged Credit SMAs/Funds | | $ | 77,433 | | | $ | 75,614 | | | 0.15% - 1.10% | | Various (1) | | Various (1) | | Subject to redemptions |
| CLOs | | 15,618 |
| | 15,618 |
| | 0.40% - 0.50% | | Various (1) | | Various (1) | | 10-14 Years (2) | CLOs | | 19,101 | | | 19,102 | | | 0.40% - 0.50% | | Various (1) | | Various (1) | | 10-14 Years (2) |
| Total Leveraged Credit | | 36,382 |
| | 35,194 |
| | | | | | | | | Total Leveraged Credit | | 96,534 | | | 94,716 | | | | | | | | | |
| | | | | | | | | | | |
Alternative Credit: (3) | | | | | | Alternative Credit: (3) | |
| Special Situations | | 5,381 |
| | 4,737 |
| | 0.90% - 1.75% (4) | | 10.00 - 20.00% | | 7.00 - 12.00% | | 8-15 Years (2) | Special Situations | | 7,803 | | | 4,254 | | | 0.50% - 1.75% (4) | | 10.00 - 20.00% | | 7.00 - 12.00% | | 7-15 Years (2) |
| Private Credit | | 10,568 |
| | 5,997 |
| | 0.50% - 1.50% | | 10.00 - 20.00% | | 5.00 - 8.00% | | 8-15 Years (2) | Private Credit | | 45,222 | | | 40,274 | | | 0.30% - 1.50% | | 10.00 - 20.00% | | 5.00 - 8.00% | | 8-15 Years (2) |
| Total Alternative Credit | | 15,949 |
| | 10,734 |
| | Total Alternative Credit | | 53,025 | | | 44,528 | | |
| | | | | | | | | | | |
Hedge Funds (5) | | 25,347 |
| | 20,276 |
| | 0.50% - 2.00% | | Various (1) | | Various (1) | | Subject to redemptions | Hedge Funds (5) | | 24,822 | | | 24,822 | | | 0.50% - 2.00% | | Various (1) | | Various (1) | | Subject to redemptions |
BDCs (6) | | 15,286 |
| | 15,286 |
| | 0.60% | | 8.00% | | 7.00% | | Indefinite | BDCs (6) | | 15,341 | | | 15,341 | | | 0.60% | | 8.00% | | 7.00% | | Indefinite |
| | Total | | $ | 92,964 |
| | $ | 81,490 |
| | | | | | | | | Total | | $ | 189,722 | | | $ | 179,407 | | | | | | | | | |
| |
(1) | Certain funds and CLOs are subject to a performance fee in which the manager or general partner of the funds share up to 20% of the net profits earned by investors in excess of performance hurdles (generally tied to a benchmark or index) and subject to a provision requiring the funds and vehicles to regain prior losses before any performance fee is earned. |
| |
(2) | Duration of capital is measured from inception. Inception dates for CLOs were between 2013 and 2020 and for separately managed accounts and funds investing in alternative credit strategies from 2009 through 2020. |
| |
(3) | Our alternative credit funds generally have investment periods of three to five years and our newer alternative credit funds generally earn fees on invested capital during the investment period. |
| |
(4) | Lower fees on uninvested capital in certain vehicles. |
| |
(5) | Hedge Funds represent KKR's pro rata portion of AUM and FPAUM of our hedge fund partnerships. |
| |
(6) | Consists of our BDC platform advised by FS/KKR Advisor. We report all of the AUM of the BDCs in our AUM and FPAUM. |
(3)Our alternative credit funds generally have investment periods of three to five years and our newer alternative credit funds generally earn fees on invested capital during the investment period.
Asset Management - Capital Markets
Our Capital Markets business line is comprised of our global capital markets business, which is integrated with KKR's otherasset management business lines, and serves our firm, our funds, our portfolio companies and third-party clients by developing and implementing both traditional and non-traditional capital solutions for investments or companies seeking financing. These services include arranging debt and equity financing, placing and underwriting securities offerings, and providing other types of capital markets services that may result in the firm receiving fees, including underwriting, placement, transaction and syndication fees, commissions, underwriting discounts, interest payments and other compensation, which may be payable in cash or securities, in respect of the activities described above.
Our capital markets business underwrites credit facilities and arranges loan syndications and participations. When we are sole arrangers of a credit facility, we may advance amounts to the borrower on behalf of other lenders, subject to repayment. When we underwrite an offering of securities on a firm commitment basis, we commit to buy and sell an issue of securities and generate revenue by purchasing the securities at a discount or for a fee. When we act in an agency capacity or best efforts basis,
we generate revenue for arranging financing or placing securities with capital markets investors. We may also provide issuers with capital markets advice on security selection, access to markets, marketing considerations, securities pricing, and other aspects of capital markets transactions in exchange for a fee. Our capital markets business also provides syndication services in respect of co-investments in transactions participated in by KKR funds or third-party clients, which may entitle the firm to receive syndication fees, management fees and/or a carried interest.
The capital markets business has a global footprint, with local presence and licenses to carry out certain broker-dealer activities in various countries in North America, Europe, Asia-Pacific and the Middle East. Our flagship capital markets subsidiary is KKR Capital Markets LLC, an SEC-registered broker-dealer and a member of the Financial Industry RegulationRegulatory Authority ("FINRA").
Asset Management - Principal Activities
Through our Principal Activities business line, we manage the firm's own assets on our balance sheet and deploy capital to support and grow our asset management business lines. Typically, the funds in our Private Markets and Public Markets business lines contractually require us, as general partner of the funds, to make sizable capital commitments from time to time. We believe making general partner commitments assists us in raising new funds from limited partners by demonstrating our conviction in a given fund's strategy. We also use our balance sheet to bridge investment activity during fundraising by seeding investments for new funds and also to acquire investments in order to help establish a track record for fundraising purposes in new strategies. We may also use our own capital to seed investments for new funds, to bridge capital selectively for our funds' investments or finance strategic acquisitions and partnerships, although the financial results of an acquired business or hedge fund partnership may be reported in our other business lines.
Our Principal Activities business line also provides the required capital to fund the various commitments of our Capital Markets business line when underwriting or syndicating securities, or when providing term loan commitments for transactions involving our portfolio companies and for third parties. Our Principal Activities business line also holds assets that may beare utilized to satisfy regulatory requirements for our Capital Markets business line and risk retention requirements for our CLOs.
We also make opportunistic investments through our Principal Activities business line, which include co-investments alongside our Private Markets and Public Markets funds as well as Principal Activities investments that do not involve our Private Markets or Public Markets funds.
We endeavor to use our balance sheet strategically and opportunistically to generate an attractive risk-adjusted return on equity in a manner that is consistent with our fiduciary duties, in compliance with applicable laws, and consistent with our one-firm approach.
The chart below presents the holdings of our Principal Activities business line by asset class as of March 31, 2020:2021:
Holdings by Asset Class (1)
| |
(1) | General partner commitments in our funds are included in the various asset classes shown above. Assets and revenues of other asset managers with which KKR has formed strategic partnerships where KKR does not hold more than 50% ownership interest are not included in our Principal Activities business line but are reported in the financial results of our other business lines. Private Equity includes KKR private equity funds, co-investments alongside such KKR-sponsored private equity funds, certain core equity investments, and other opportunistic investments. Equity investments in other asset classes, such as real estate, special situations and energy appear in these other asset classes. Other Credit consists of certain leveraged credit and specialty finance strategies. |
Insurance - Global Atlantic
Our insurance business is operated by Global Atlantic, which we acquired on February 1, 2021. KKR owns all of the voting interests in Global Atlantic and a 61.1% economic interest in Global Atlantic as of the closing of the acquisition, which economic interest is subject to change based on post-closing purchase price adjustments. The balance of Global Atlantic is owned by third-party investors and Global Atlantic employees. Following the Global Atlantic acquisition, Global Atlantic continues to operate as a separate business with its existing brands and management team. Beginning with the first quarter of 2021, we present Global Atlantic's financial results as a separate reportable segment.
Global Atlantic is a leading U.S. annuity and life insurance company that provides a broad suite of protection, legacy and savings products and reinsurance solutions to clients across individual and institutional markets. Global Atlantic has made the strategic decision to focus on target markets that it believes supports issuing products that have attractive risk and return characteristics. These markets allow Global Atlantic to leverage its strength in distribution and to deploy capital opportunistically across market conditions.
Global Atlantic primarily offers individuals fixed-rate annuities, fixed-indexed annuities, and targeted life products through a network of banks, broker-dealers, and insurance agencies. Global Atlantic provides its institutional clients customized reinsurance solutions, including block, flow and pension risk transfer, as well as funding agreements. Global Atlantic primarily generates income by earning a spread between its investment income and the cost of policyholder benefits. As of March 31, 2021, Global Atlantic served over two million policyholders.
Business Environment
Economic and Market Conditions
Impact of COVID-19
COVID-19. The outbreak of a novel strain of coronavirus ("COVID-19")COVID-19 continues to impact the United States and other countries throughout the world. In March 2020,For a description of the World Health Organization declaredimpact that COVID-19 had and may in the future have on our business, see "Risk Factors—Risks Related to be a pandemic and the United States declared a national emergency dueOur Business—COVID-19 continues to the outbreak. In connection with these declarations, various governments around the world have instituted measures to slow the transmissions of COVID-19, which substantially restrict individual and business activities. These measures include, for example, closures of non-essential businesses, limitations of crowd size, stay-at-home orders, quarantines, heightened border controls and limitations on travel. Governments inimpact the United States and aroundother countries throughout the world, have responded with fiscal and monetary stimuli that aim to provide emergency assistance to individuals and businesses negatively impacted by COVID-19. The outbreak of COVID-19 and the actions taken in response have had far reaching impact on the U.S. and global economies, contributing to significant volatility in the financial markets, resulting in a general decline in equity prices (including our common stock) and lower interest rates, and causing furloughs and layoffs in the labor market.
We are monitoring developments relating to the global spread of COVID-19 and continuing to assess the potential for adverse impact on our business, including the investment funds we manage and the portfolio companies owned by us and our funds. In addition, we have implemented various initiatives intended to reduce the impact of COVID-19, such as employees working remotely from home, while also seeking to maintain business continuity.
The scale and scope of the COVID-19 pandemic may heighten the potential adverse effects on our business, financial performance and operating results for the quarterly periods and full fiscal year of 2020 and possibly beyond,it has caused and may be material and affect us in ways that we cannot foresee at this time. Many of the adverse ways in which COVID-19 may impact us have already materialized and adversely affected (or startedfurther cause disruptions to materialize and to adversely affect) our stock price, our portfolio valuations, and the operations of our business and the businesses of our portfolio companies, as well as the businesses of entities of which we or our funds are creditors, and our and their other counterparties, including suppliers and customers. These risks may, in the future, become even more significant than is currently the case or than is currently anticipated. Although it is impossible to predict with certainty the potential full magnitude of the business and economic ramifications, COVID-19 has impacted, and may further impact, our business in various ways, including but not limited to:
Difficult market and economic conditions may adversely impact the valuations of our and our funds’ investments, particularly if the value of an investment is determined in whole or in part by reference to public equity markets. As points of reference, the S&P 500 Index declined 20% and MSCI World, Europe and Asia Pacific indices declined 21%, 24% and 19%, respectively, in the first quarter of 2020. With respect to credit markets, the S&P/LSTA Leveraged Loan Index and BAML US High Yield Index were each down 13% in the first quarter of 2020. Valuations of our and our funds’ investments are generally correlated to the performance of the relevant equity and debt markets.
Valuations of many of our investments as of March 31, 2020 were lower compared to December 31, 2019, driven primarily by actual and expected revenue declines and decreases in value of our publicly traded portfolio companies and of comparable companies in the case of our privately held portfolio companies, in each case, primarily arising out of the COVID-19 pandemic. These valuation declines had an adverse impact on the overall value of our investment portfolio as of March 31, 2020, as well as a corresponding impact on our book value per share, accrued carried interest and assets under management. Some of the factors that drove these declines, particularly period over period revenue declines, are continuing in the second quarter and may continue for substantially longer periods of time;
COVID-19 significantly increases the challenges associated with business planning, strategy, execution, portfolio management, fundraising, and other aspects of our business operations, the operation of our portfolio companies' businesses, and the operation of entities to whom we or our funds have loaned money or otherwise do business through supply or customer relationships. None of us, our portfolio companies or our and their respective counterparties, vendors, or advisors have previously faced a situation that we view as comparable to the current COVID-19 crisis, which, among other factors, involves a major simultaneous supply and demand shock to global, regional and national economies and significant outsize effects on particular business sectors. The future trajectory of the COVID-19 crisis is subject to a complex interplay of epidemiological, technological, social, psychological, economic and political factors that are generally beyond our ability to forecast or control. In this environment, historical comparisons may be of little or no value, while the risk and uncertainty associated with a large number of business decisions is materially increased.
Limitation on travel and social distancing requirements implemented in response to COVID-19 challenge our ability to market new or successor funds as anticipated prior to COVID-19, potentially resulting in reduced or delayed revenues. In addition, fund investors may become restricted by their asset allocation policies to invest in new or successor funds that we provide, because these policies often restrict the amount that they are permitted to invest in alternative assets like the strategies of our investment funds in light of the recent decline in public equity markets. Further, the COVID-19 crisis may cause fund investors to change their investment strategies in manners that we cannot now foresee, and that may additionally and negatively affect our ability to raise funds from traditional or other sources;
While the market dislocation caused by COVID-19 would expect to present attractive investment opportunities, due to increased volatility in the financial markets, we may not be able to complete those investments;
If the impact of COVID-19 continues, weresults" and our funds may have more limited opportunities to successfully exit existing investments, due to, among other reasons, lower valuations, decreased revenues and earnings, lack of potential buyers with financial resources to pursue an acquisition, or limited or no ability to conduct initial public offerings in equity capital markets, resulting in a reduced ability to realize value from such investments;
Our portfolio companies are facing or may face in the future increased credit and liquidity risk due to volatility in financial markets, reduced revenue streams, and limited or higher cost of access to preferred sources of funding, which may result in potential impairment of our or our funds’ equity investments. Changes in the debt financing markets are impacting, or, if the volatility in financial market continues, may in the future impact, the ability of our portfolio companies to meet their respective financial obligations. We and our funds may experience similar difficulties, and certain funds have been subject to margin calls when the value of securities that collateralize their margin loan decreased substantially;
Borrowers of loans, notes and other credit instruments in our credit funds’ portfolio are more likely to be unable to meet their principal or interest payment obligations or satisfy financial covenants, and tenants leasing real estate properties owned by our funds are more likely not to be able to pay rents in a timely manner or at all, resulting in a decrease in value of our funds’ credit and real estate investments and lower than expected return. In addition, for variable interest instruments, lower reference rates resulting from government stimulus programs in response to COVID-19 could lead to lower interest income for our credit funds;
Many of our portfolio companies operate in industries that are materially impacted by COVID-19, including but not limited to healthcare, travel, entertainment, hospitality, senior living, energy and retail industries. Many of these companies are facing operational and financial hardships resulting from the spread of COVID-19 and related governmental measures, such as the closure of stores, restrictions on travel, quarantines or stay-at-home orders. If the disruptions caused by COVID-19 continue and the restrictions put in place are not lifted, the businesses of these portfolio companies could suffer materially or become insolvent, which would decrease the value of our funds’ investments. For a discussion of the pandemic's impact on our energy investments, see "—Commodity Markets";
COVID-19 may generate workplace, consumer, insurance, contract and other forms of litigation that exposes us, our portfolio companies, suppliers, customers, debtors and other counterparties to risks and claims of a magnitude and nature that we cannot now anticipate;
An extended period of remote working by our employees could strain our technology resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments are less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic; and
COVID-19 presents a significant threat to our employees’ well-being and morale. While we have implemented a business continuity plan to protect the health of our employees and have contingency plans in place for key employees or executive officers who may become sick or otherwise unable to perform their duties for an extended period of time, such plans cannot anticipate all scenarios, and we may experience potential loss of productivity or a delay in the roll out of certain strategic plans.
Given the ongoing nature of the outbreak, at this time we cannot reasonably predict the magnitude of the ultimate impact that COVID-19 will have on our business, financial performance and operating results. Economic downturn caused by COVID-19 may be prolonged and extend beyond the timeframe of the pandemic itself. We believe COVID-19’s adverse impact on our business, financial performance and operating results will be significantly driven by a number of factors that we are unable to predict or control, including, for example: the severity and duration of the pandemic; the pandemic's impact on the
U.S. and global economies; the timing, scope and effectiveness of additional governmental responses to the pandemic; the timing and speed of economic recovery, including the availability of a treatment or vaccination for COVID-19; and the negative impact on our fund investors, vendors and other business partners that may indirectly adversely affect us.
See "Item 1A. Risk"Risk Factors—Risks Related to the Assets We Manage—Our investments are impacted by various economic conditions and events outside of our control that are difficult to quantify or predict, which may have a significant impact on the valuation of our investments and, therefore, on the investment income we realize and our results of operations and financial condition."condition" in our Annual Report. The impact of COVID-19 may also exacerbate the other risks discussed in our Annual Report.
Economic Conditions. As a global investment firm, we are affected by financial and economic conditions globally. Global and regional economic conditions, including those caused by the COVID-19 pandemic, have substantial impact on our financial condition and results of operations, impacting the values of the investments we make, our ability to exit these investments profitably, our ability to raise capital from investors, and our ability to make new investments. Financial and economic conditions in the United States, European Union, Japan, China, and other major economies are significant contributors to the global economy.
As ofDuring the period ended March 31, 2020,2021, the U.S. economy experienced a sudden, significant downturn as a resultUnited States continued to show signs of COVID-19, with key economic indicators reflectingimprovement, primarily driven by fiscal and monetary support and its adverse impact. The U.S. Federal Reserve, in response to the pandemic, cut its benchmark interest rate to near zero, and deployed lending programs, bond purchasing programs and other measures to provide liquidity and support to markets and businesses.vaccine rollout program. In the United States, the government's first estimate of real GDP contracted 4.8%, onis estimated to have expanded by 5.4% at a seasonally adjusted annualized basis, forrate in the quarter ended March 31, 2020,2021, compared to growthan expansion of 2.1% for4.3% at a seasonally adjusted annualized rate in the quarter ended December 31, 2019;2021; the U.S. unemployment rate was 4.4%6.0% as of March 31, 2020, up2021, down from 3.5%6.7% as of December 31, 2019;2020; the U.S. core consumer price index was 2.1%1.6% on a year-over-year basis as of March 31, 2020, down2021, flat from 2.3%1.6% on a year-over-year basis as of December 31, 2019;2020; and the effective federal funds rate set by the U.S. Federal Reserve was 0.1% as of March 31, 2020, down2021, flat from 1.6%0.1% as of December 31, 2019. The first U.S. real GDP estimate was an advance estimate based on available survey results, and could be revised lower based on more complete data later in May 2020. Similarly,
During the size and speed of the U.S. unemployment rate due to COVID-19 are likely not fully depicted in theperiod ended March 31, 2020 data; in April,2021, the unemployment rate roseEuro Area continued to 14.7%.
As of March 31, 2020, the European Union's economy suffered a sharp downturn due to COVID-19, as several of its largest member states were severely affected by the pandemic. In response to COVID-19, the European Central Bank announced an emergency asset purchase program, collateral easing measures and other temporary measures to support the European economy.face economic challenges. In the Euro Area, real GDP is estimated to have contracted 3.8%,by 0.8% on a seasonally adjusted quarter-over-quarter basis forin the quarter ended March 31, 2020,2021 compared to a growthcontraction of 0.1%,0.7% on a seasonally adjusted quarter-over-quarter basis forin the quarter ended December 31, 2019;2020; the Euro Area unemployment rate was 7.4%is estimated to have been 8.3% as of March 31, 2020,2021, slightly up from 7.3%8.2% as of December 31, 2019;2020; Euro Area core inflation was 1.0%0.9% on a year-over-year basis as of March 31, 2020, down2021, up from 1.3%0.2% on a year-over-year basis as of December 31, 2019;2020; and the short-term benchmark interest rate set by the European Central Bank was 0.0% as of March 31, 2020,2021, unchanged from December 31, 2019.2020.
As ofDuring the period ended March 31, 2020,2021, in Asia, Japan's economy continued to suffer economic contraction. In Japan, appeared to have avoided the worst of the COVID-19 pandemic in the Asian region, but since then, the reported number of cases started to climb significantly, leading to a declaration of national emergency on April 7, 2020. The Japanese economy contracted by 7.1% on a seasonally adjusted annualized basis in the three months ended December 2019, and COVID-19 is expected to induce further contraction in Japan's economy. In China, the negative impact of COVID-19 was significant inreal GDP growth for the quarter ended March 31, 2021 is estimated to be -4.20% on a seasonally adjusted quarter-over-quarter
basis, down from 11.7% as of December 31, 2020 with China's GDP contractingon a seasonally adjusted quarter-over-quarter basis. Inflation in the quarter and the government expectedJapan rose to lower its official economic growth target for0.3% as of March 31, 2021, up from -0.4% as of December 31, 2020. In Japan, the short-term benchmark interest rate set by the Bank of Japan was -0.1% as of March 31, 2020,2021, unchanged from December 31, 2019; and2020. In China, signs of growth continued to emerge but at a slower pace than in the second half of 2020. Reported real GDP in China reported real GDP was -9.8%,grew by 0.6% on a seasonally adjusted quarter-over-quarter basis forin the quarter ended March 31, 2020,2021, compared to 1.5% in3.2% reported for the quarter ended December 31, 2019.2020. Reported inflation in China was 0.3% as of March 31, 2021, down from 0.4% as of December 31, 2020.
These and other key issues could have repercussions across regional and global financial markets, which could adversely affect the valuations of our investments. Other key issues include (i) political uncertainty caused by, among other things, populist political parties, economic nationalist sentiments, anti-government proteststensions surrounding socioeconomic inequality issues, and the 2020at-times partisan nature of U.S. Presidential election, as well asgovernment administration, which has potentially global ramifications with regards to policy, (ii) geopolitical uncertainty such as U.S.-China relations, (ii)(iii) regulatory changes regarding, for example, taxation, international trade, cross-border investments, immigration, and austerity programs, (iii)stimulus programs/rising levels of debt, (iv) volatility or downturn in stock and credit markets, (iv)(v) any unexpected shift in the central banks' monetary policies, and their impact on the markets, (v)(vi) technological advancements and innovations that may disrupt marketplaces and businesses, and (vi)(vii) further developments regarding COVID-19, as discussed above.including the spread of variants that may hinder the success of the vaccines and the ability to vaccinate sufficient segments of the global population. For a further discussion of how market conditions may affect our businesses, see "Risk Factors—Risks Related to Our Business—Difficult market and economic conditions can adversely affect our business in
many ways, including by reducing the value or performance of the investments that we manage or by reducing the ability of our funds to raise or deploy capital, each of which could negatively impact our net income and cash flow and adversely affect our financial condition"condition," in our Annual Report.
Equity and Credit Markets. Global equity and credit markets have a substantial effect on our financial condition and results of operations. In general, a climate of reasonable interest rates and high levels of liquidity in the debt and equity capital markets provide a positive environment for us to generate attractive investment returns, which also impacts our ability to generate incentive fees and carried interest. Periods of volatility and dislocation in the capital markets, such as the present, raise substantial risks, but also can present us with opportunities to invest at reduced valuations that position us for future growth and investment returns. Low interest rates related to monetary stimulus and economic stagnation may negatively impact expected returns on all types of investments. Higher interest rates in conjunction with slower growth or weaker currencies in some emerging market economies have caused, and may further cause, the default risk of these countries to increase, and this could impact the operations or value of our investments that operate in these regions. Areas that have ongoing central bank quantitative easing campaigns and comparatively low interest rates relative to the United States could potentially experience further currency volatility and weakness relative to the U.S. dollar.
ManyWith respect to our insurance business, fluctuations in market interest rates can expose Global Atlantic to the risk of reduced income in respect of its investment portfolio, increases in the cost of acquiring or maintaining its insurance liabilities, increases in the cost of hedging, or other fluctuations in Global Atlantic's financial, capital and operating profile which materially and adversely affect the business. Higher interest rates, periods of changes in rates and lower rates each may result in differing impacts on Global Atlantic’s business. See "Risk Factors—Risks Related to Global Atlantic— Interest rate fluctuations and sustained periods of low or high interest rates could adversely affect Global Atlantic’s business, financial condition, liquidity, results of operations, cash flows and prospects.
In our asset management business, many of our investments are in equities, so a change in global equity prices or in market volatility directly impacts the value of our investments and our profitability as well as our ability to realize investment gains and the receptiveness of fund investors to our investment products. For the quarter ended March 31, 2020,2021, global equity markets were negative,positive, with the S&P 500 Index down 20%up 6.2% and the MSCI World Index down 21%up 5.0% on a total return basis including dividends. Equity market volatility as evidenced by the Chicago Board Options Exchange Market Volatility Index (the "VIX")(VIX), a measure of volatility, ended at 53.519.4 as of March 31, 2020, increasing2021, decreasing from 13.822.8 as of December 31, 2019.2020. For a discussion of our valuation methods, see "Risk Factors—Risks Related to the Assets We Manage—Our investments are impacted by various economic conditions and events outside of our control that are difficult to quantify or predict, which may have a significant impact on the valuation of our investments and, therefore, on the investment income we realize and our results of operations and financial condition" in our Annual Report and see also "Management’s Discussion and Analysis of Financial Condition and Results of Operations—"—Critical Accounting Policies—Fair Value Measurements—Level III Valuation Methodologies" in our Annual Report. In our insurance business, a change in equity prices also impacts Global Atlantic’s equity-sensitive annuity and life insurance products, including with respect to hedging costs related to and fee-income earned on those products.
Many of our investments, particularly in asset management, are also in non-investment grade credit instruments, and, ourparticularly in insurance, in investment grade credit instruments. Our funds, and our portfolio companies and Global Atlantic also rely on credit financing and the ability to refinance existing debt. Consequently, any decrease in the value of credit instruments that we have invested in or any increase in the cost of credit financing reduces our returns and decreases our net income. In particular due
Due in part to holdings of credit instruments such as CLOs on our balance sheet, the performance of the credit markets has had an amplified impact on our financial results, as we directly bear the full extent of losses from credit instruments on our balance sheet. Credit markets can also impact valuations because a discounted cash flow analysis is generally used as one of the methodologies to ascertain the fair value of our investments that do not have readily observable market prices. In addition, with respect to our credit instruments, tightening credit spreads are generally expected to lead to an increase, and widening credit spreads are generally expected to lead to a decrease, in the value of these credit investments, if not offset by hedging or other factors. In addition, the significant widening of credit spreads is also typically expected to negatively impact equity markets, which in turn would negatively impact our portfolio and us as noted above. Conversely, widening credit spreads may have a positive impact on our insurance business, as the margin Global Atlantic is able to earn between crediting rates offered on its insurance products and the investment income it earns from its credit investments should increase, and tightening credit spreads may negatively impact the pricing and therefore competitiveness of Global Atlantic’s products, adversely impacting sales and growth, or may negatively impact the margins that Global Atlantic earns on sales and transactions.
During the quarter ended March 31, 2020,2021, U.S. investment grade corporate bond spreads (BofA Merrill Lynch US Corporate Index) widenedcontracted by 2046 basis points and U.S. high-yield corporate bond spreads (BofAML HY Master II Index) widenedcontracted by 51750 basis points. The non-investment grade credit indices were downup during the quarter ended March 31, 2020,2021, with the S&P/LSTA Leveraged Loan Index up 1.8% and the BAML US High Yield Index both down 13%up 0.9%. During the quarter ended March 31, 2020,2021, 10-year government bond yields fell 125rose 83 basis points in the United States, fell 47rose 65 basis points in the United Kingdom, fell 29rose 28 basis points in Germany, fell 56rose 5 basis points in China, and rose 37 basis point in Japan. For a further discussion of how market conditions may affect our businesses, see "Risk Factors—Risks Related to Our Business—Difficult market and economic conditions can adversely affect our business in many ways, including by reducing the value or performance of the investments that we manage or by reducing the ability of our funds to raise or deploy capital, each of which could negatively impact our net income and cash flow and adversely affect our financial condition" in our Annual Report and "Risk Factors—Risks Related to the Assets We Manage—Our investments are impacted by various economic conditions and events outside of our control that are difficult to quantify or predict, which may have a significant impact on the valuation of our investments and, therefore, on the investment income we realize and our results of operations and financial condition" in our Annual Report.
For further discussion of the impact of global credit markets on our financial condition and results of operations, see "Risk Factors—Risks Related to the Assets We Manage—Changes in the debt financing markets may negatively impact the ability of our investment funds, their portfolio companies and strategies pursued with our balance sheet assets to obtain attractive financing for their investments or to refinance existing debt and may increase the cost of such financing or refinancing if it is obtained, which could lead to lower-yielding investments and potentially decrease our net income," "Risk Factors—Risks
Related to the Assets We Manage—Our investments are impacted by various economic conditions and events outside of our control that are difficult to quantify or predict, which may have a significant impact on the valuation of our investments and, therefore, on the investment income we realize and our results of operations and financial condition" and "Risk Factors—Risks Related to the Assets We Manage—Our funds and our firm through our balance sheet may make a limited number of investments, or investments that are concentrated in certain issuers, geographic regions or asset types, which could negatively affect our performance or the performance of our funds to the extent those concentrated assets perform poorly" and "Risk Factors—Risks Related to Global Atlantic—Interest rate fluctuations and sustained periods of low or high interest rates could adversely affect Global Atlantic’s business, financial condition, liquidity, results of operations, cash flows and prospects" in our Annual Report. For a further discussion of our valuation methods, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations—"—Critical Accounting Policies—Fair Value Measurements—Level III Valuation Methodologies" in our Annual Report.
Foreign Exchange Rates. Foreign exchange rates have a substantial impact on the valuations of our investments that are denominated in currencies other than the U.S. dollar. Currency volatility can also affect our businesses and investments that deal in cross-border trade. The appreciation or depreciation of the U.S. dollar is expected to contribute to a decrease or increase, respectively, in the U.S. dollar value of our non-U.S. investments to the extent unhedged. In addition, an appreciating U.S. dollar would be expected to make the exports of U.S. based companies less competitive, which may lead to a decline in their export revenues, if any, while a depreciating U.S. dollar would be expected to have the opposite effect. Moreover, when selecting investments for our investment funds that are denominated in U.S. dollars, an appreciating U.S. dollar may create opportunities to invest at more attractive U.S. dollar prices in certain countries outside of the United States, while a depreciating U.S. dollar would be expected to have the opposite effect. For our investments denominated in currencies other than the U.S. dollar, the depreciation in such currencies will generally contribute to the decrease in the valuation of such investments, to the extent unhedged, and adversely affect the U.S. dollar equivalent revenues of portfolio companies with substantial revenues denominated in such currencies, while the appreciation in such currencies would be expected to have the opposite effect. For the quarter ended March 31, 2020,2021, the euro fell 1.6%4.0%, the British pound fell 6.3%rose 0.8%, the Japanese yen rose 1.0%fell 6.7%, and the Chinese renminbi fell 1.7%0.4%, respectively, relative to the U.S. dollar. For additional information regarding our foreign exchange rate risk, see "Quantitative and Qualitative Disclosure About Market Risk—Exchange Rate Risk" in our Annual Report.
Commodity Markets. Our Private Markets portfolio contains energy real asset investments, and certain of our other Private Markets and Public Markets strategies and products, including private equity, direct lending, special situations and CLOs, also have meaningful investments in the energy sector. The value of these investments is heavily influenced by the price of natural gas and oil. During the quarter ended March 31, 2020,2021, the 3-year forward price of WTI crude oil decreasedincreased approximately 20%9%, and the 3-year forward price of natural gas decreasedincreased approximately 0.4%4%. The 3-year forward price of WTI crude oil decreasedincreased from approximately $52$46 per barrel to $41$50 per barrel, and the 3-year forward price of natural gas decreasedincreased from approximately $2.42$2.47 per mcf to $2.41$2.56 per mcf as of December 31, 20192020 and March 31, 2020,2021, respectively. When commodity prices decline or if a decline is not offset by other factors, we would expect the value of our energy real asset investments to be adversely impacted, to the extent unhedged. In addition, because we hold certain energy real asset investments which had a fair value of $0.5 billion as of March 31, 2020 on our balance sheet, these price movements wouldcan have an amplified impact on our financial results, to the extent unhedged, as we would directly bear the full extent of such gains or losses. For additional information regarding our energy real assets, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations—"—Critical Accounting Policies—Fair Value Measurements—Level III Valuation Methodologies—Real Asset Investments" in our Annual Report and see also "Risk Factors—Risks Related to the Assets We Manage—Our funds and our firm through our balance sheet may make a limited number of investments, or investments that are concentrated in certain issuers, geographic regions or asset types, which could negatively affect our performance or the performance of our funds to the extent those concentrated assets perform poorly" in our Annual Report.
DueFollowing the significant volatility experienced in large part to the COVID-19 pandemic,2020, oil prices significantly declined after March 31, 2020, withcontinued to recover during the price of certain short-dated WTI futures contracts dropping below zero in late April. Although certain oil producers are taking measures to decrease output, if demand stays depressed and the shortage of storage capabilities continue, significant volatility in oil prices is expected to continue. While the impact to longer-term prices of crude oil and natural gas has been less pronounced, wefirst quarter alongside improving global demand. We expect negativedownward price movements to have a negative impact on the fair value of our energy portfolio, all other things being equal, given those commodity prices are an input in our valuation models. However, we expect the impact of the decline will be mitigated by the existence of ourdue to near-term commodity price hedges, which makederivative transactions, we expect long-term oil and natural gas prices to be a more significant driver of the valuation of our energy investments in asset management than spot prices. As of March 31, 2020,2021, energy strategiesinvestments in oil and gas assets make up approximately 1% of our assets under management, 2%1% of our total GAAP assets and 3%1% of our operatingtotal segment assets.
Business Conditions
Our operating revenues consist of fees, performance income and investment income.
Our ability to grow our revenues depends in part on our ability to attract new capital and investors, our successful deployment of capital including from our balance sheet and our ability to realize investments at a profit.
Our ability to attract new capital and investors. Our ability to attract new capital and investors in our funds is driven, in part, by the extent to which they continue to see the alternative asset management industry generally, and our investment products specifically, as an attractive vehiclemeans for capital appreciation or income. In addition, our ability to attract new capital and investors in our insurance business is driven, in part, by the extent to which they continue to see the life and annuity insurance industry generally, and in certain cases our re-insurance vehicles, as attractive means for capital appreciation or income. Since 2010, we have expanded into strategies such as real assets, credit, core, impact and, through hedge fund partnerships, hedge funds.funds, and most recently, insurance. In several of theseour asset management strategies, our first time funds have begun raising successor funds, and we expect the cost of raising such successor funds to be lower. We have also reached out to new fund investors, including retail and high net worth investors. However, fundraising continues to be competitive. While our Asian Fund IV, Americas Fund XII, Asian Fund III, European Fund V, Real Estate Partners Americas II, Global Infrastructure Investors III and Next Generation Technology Growth Fund II exceeded the size of their respective predecessor funds, there is no assurance that fundraises for our other flagship private equityinvestment funds or vehicles or for our newer strategies and their successor funds will experience similar success. If we are unable to successfully raise comparably sized or larger funds, our AUM, FPAUM, and associated fees attributable to new capital raised in future periods may be lower than in prior years. See "Risk Factors—Risks Related to Our Business—Our inability to raise additional or successor funds (or raise successor funds of a comparable size as our predecessor funds) could have a material adverse impact on our business" in our Annual ReportReport.
Our ability to successfully deploy capital. Our ability to maintain and grow our revenue base is dependent upon our ability to successfully deploy the capital available to us and participateas well as our participation in capital markets transactions. Greater competition, high valuations, increased overall cost of credit and other general market conditions may impact our ability to identify and execute attractive investments. Additionally, because we seek to make investments that have an ability to achieve our targeted returns while taking on a reasonable level of risk, we may experience periods of reduced investment activity. We have a long-term investment horizon and the capital deployed in any one quarter may vary significantly from the capital deployed in any other quarter or the quarterly average of capital deployed in any given year. Reduced levels of transaction activity also tends to result in reduced potential future investment gains, lower transaction fees and lower fees for our Capital Marketscapital markets business line, which may earn fees in the syndication of equity or debt. In our insurance business, we deploy capital by
investing in assets that are anticipated to generate net investment income in excess of the net cost of insurance. If we are unable to originate or source attractive investments, the success and growth in revenues of our insurance business will be adversely impacted. See “Risk Factors—Risks Related to the Assets We Manage—Changes in the debt financing markets may negatively impact the ability of our investment funds, their portfolio companies and strategies pursued with our balance sheet assets to obtain attractive financing for their investments or to refinance existing debt and may increase the cost of such financing or refinancing if it is obtained, which could lead to lower-yielding investments and potentially decrease our net income” in our Annual Report.
Our ability to realize investments. Challenging market and economic conditions may adversely affect our ability to exit and realize value from our investments and result in lower-than-expected returns. Although the equity markets are not the only means by which we exit investments from our funds, the strength and liquidity of the U.S. and relevant global equity markets generally, and the initial public offering market specifically, affect the valuation of, and our ability to successfully exit, our equity positions in our private equitythe portfolio companies of our funds in a timely manner. We may also realize investments through strategic sales. When financing is not available or becomes too costly, it may be more difficult to find a buyer that can successfully raise sufficient capital to purchase our investments. In our insurance business, we depend on the ability of our investments to generate their anticipated returns, through the payment of interest and dividends and interest as well as return of principal, in the amounts and at the times that we expect them to be made in order to manage our obligations to make payments to our policyholders. If policyholder behavior differs from our expectations, we may be forced to sell our investments earlier than we anticipated and during market conditions where we may realized losses on the investment. In addition, material delays in payments or impairments to our anticipated investment returns could have material adverse affects to our results of operations. For additional information about how business environment and market conditions affect Global Atlantic, see "—Global Atlantic's Investment Portfolio."
Basis of Accounting
We consolidate the financial results of KKR Group Partnership and theirits consolidated entities, which include the accounts of our investment management and capital marketsadvisers, broker-dealers, Global Atlantic’s insurance companies, the general partners of certain unconsolidated investment funds, and vehicles, general partners of certainconsolidated investment funds that are consolidated and their respective consolidated investment funds and certain other entities including certain CLOs and CMBS. We refer to CLOs and CMBS as collateralized financing entities ("CFEs").
When an entity is consolidated, we reflect the accounts of the consolidated entity, including its assets, liabilities, revenues, expenses, investment income, cash flows and other amounts, on a gross basis. While the consolidation of a consolidated fund or entity does not have an effect on the amounts of Net Income Attributable to KKR or KKR's stockholders' capital that KKR reports, the consolidation does significantly impact the financial statement presentation under GAAP. This is due to the fact that the accounts of the consolidated entities are reflected on a gross basis while the allocable share of those amounts that are attributable to third parties are reflected as single line items. The single line items in which the accounts attributable to third parties are recorded are presented as noncontrolling interests on the consolidated statements of financial condition and net income (loss) attributable to noncontrolling interests on the consolidated statements of operations.
The presentations in the financial statements reflect the significant industry diversification of KKR by its acquisition of Global Atlantic. Global Atlantic operates an insurance business, and KKR operates an asset management business, each of which possess distinct characteristics. As a result, KKR developed a two-tiered approach for the financial statements presentations in this Management's Discussion and Analysis. KKR believes that these separate presentations provide a more informative view of the consolidated financial position and results of operations than traditional aggregated presentations. KKR believes that reporting Global Atlantic’s insurance operations separately is appropriate given, among other factors, the relative significance of Global Atlantic’s policy liabilities, which are not obligations of KKR (other than the insurance companies that issued them). If a traditional aggregated presentation were to be used, KKR would expect to eliminate or combine several identical or similar captions, which would condense the presentations but would reduce transparency. KKR also believes that using a traditional aggregated presentation would result in no new line items compared to the two-tier presentation included in the financial statements in this report. We acquired Global Atlantic on February 1, 2021; accordingly, the results of Global Atlantic's insurance operations included in our condensed consolidated results of operations are from February 1, 2021 (the closing date of the acquisition) through March 31, 2021.
All the intercompany transactions have been eliminated.
For a further discussion of our consolidation policies, see Note 2 "Summary of Significant Accounting Policies" to theour financial statements included elsewhere in this report.
considering the two-tiered approach described above and includes a section for common accounting policies and an accounting policy section for each of the two tiers when a policy is specific to one of the tiers.
Key Financial Measures Under GAAP - Asset Management
The following discussion of key financial measures under GAAP is based on KKR's asset management business as of March 31, 2021.
Revenues
Fees and Other
Fees and other consist primarily of (i) management and incentive fees from providing investment management services to unconsolidated funds, CLOs, other vehicles, and separately managed accounts; (ii) transaction fees earned in connection with successful investment transactions and from capital markets activities; (iii) monitoring fees from providing services to portfolio companies; (iv) expense reimbursements from certain investment funds and portfolio companies; (v) revenue earned by oil and gas entities that are consolidated; and (vi) consulting fees. These fees are based on the contractual terms of the governing agreements and are recognized when earned, which coincides with the period during which the related services are performed and in the case of transaction fees, upon closing of the transaction. Monitoring fees may provide for a termination payment following an initial public offering or change of control. These termination payments are recognized in the period when the related transaction closes.
Capital Allocation-Based Income (Loss)
Capital allocation-based income (loss) is earned from those arrangements whereby KKR serves as general partner and includes income or loss from KKR's capital interest as well as "carried interest" which entitles KKR to a disproportionate allocation of investment income or loss from an investment funds'fund's limited partners.
For a further discussion of our revenue policies, see Note 2 "Summary of Significant Accounting Policies" to theour financial statements included elsewhere in this report.
Expenses
Compensation and Benefits
Compensation and benefitsBenefits expense includes (i) base cash compensation consisting of salaries bonuses, and benefits,wages, (ii) equity-based compensation consisting of charges associated with the vesting of equity-based awards andbenefits, (iii) carry pool allocations.allocations, (iv) equity-based compensation, and (v) discretionary cash bonuses.
To supplement base cash compensation, benefits, carry pool allocations, and equity-based compensation, we typically pay discretionary cash bonuses, which are included in Compensation and Benefits expense in the consolidated statements of operations, based principally on the level of (i) management fees and other fee revenues (including incentive fees), (ii) realized carried interest and (iii) realized investment income earned during the year. The amounts allocatedpaid as discretionary cash bonuses, if any, are at our sole discretion and vary by individual to individual and from period to period, including having no cash bonus. We accrue discretionary cash bonuses when payment becomes probable and reasonably estimable which is generally in the period when we make the decision to pay discretionary cash bonuses and is based upon a number of factors, including the recognition of fee revenues, realized carried interest, realized investment income and other factors determined during the year.
Beginning in 2021, we expect to pay our employees by assigning a percentage range to each component of distributable revenues. Based on the current components and blend of our distributable revenues on an annual basis, we expect to use approximately 20‐25% of fee revenues, 60‐70% of realized carried interest and 10‐20% of realized investment income and hedge fund partnership incentive fees to pay our asset management employees. Because these ranges are applied to applicable distributable revenue components independently, and on an annual basis, the amount paid as a percentage of total distributable revenues will vary and will, for example, likely be higher in a period with relatively higher realized carried interest and lower in a period with relatively lower realized carried interest. We decide whether to pay a discretionary cash bonus and determines the percentage of applicable revenue components to pay compensation only upon the occurrence of the realization event. There is no contractual or other binding obligation that requires us to pay a discretionary cash bonus to the asset management employees, except in limited circumstances.
Assuming that we had accrued compensation of (i) 65% of the unrealized carried interest earned by the funds that allocate 40% and 43% to the carry pool are accounted forand (ii) 15% of the unrealized gains in our Principal Activities business line (in each case at the mid-point of the ranges above), KKR & Co. Inc. Stockholders’ Equity – Series I and II Preferred, Common Stock as compensatory profit-sharing arrangements and recorded as compensation and benefits expenses.
All employees receive a base salary that is paid by KKR or its consolidated entities, and is accounted for as compensation and benefits expense. These employees are also eligible to receive discretionary cash bonuses based on performance, overall profitability, and other matters. While cash bonuses paid to most employees are borne by KKR and certain consolidated entities and result in customary compensation and benefits expense, in the past cash bonuses that are paid to certain employeesof March 31, 2021 would have been bornereduced by KKR Holdings. These bonuses have historically been funded with distributions that KKR Holdings receivesapproximately $1.99 per share, compared to our reported $22.62 per share on KKR Group Partnership Units held by KKR Holdings but are not then passed on to holderssuch date, and our book value as of unvested units of KKR Holdings. Because employees are not entitled to receive distributions on units that are unvested, any amounts allocated to employees in excess of an employee's vested equity interests are reflected as employee compensation and benefits expense. These compensation charges are currently recorded based on the amount of cash expected to be paid by KKR Holdings. Because KKR makes only fixed quarterly dividends, the distributions made on KKR Group Partnership Units underlying any unvested KKR Holdings units are generally insufficient to fund annual cash bonus compensation to the same extent as in periods prior to the fourth quarter of 2015. In addition, substantially all remaining units in KKR HoldingsMarch 31, 2021 would have been allocated and, while subjectreduced by approximately $2.12 per adjusted share, compared to a 5 year vesting period, will become fully vested by 2021, thus decreasing the amountour reported book value of distributions received by KKR Holdings that are available for annual cash bonus compensation. We, therefore, expect to pay all or substantially all of the cash bonus payments from KKR's cash from operations and the carry pool, although, from time to time, KKR Holdings may contribute to the cash bonus payments in the future. See "Risk Factors—Risks Related to Our Business—If we cannot retain and motivate our principals and other key personnel and recruit, retain and motivate new principals and other key personnel, our business, results and financial condition could be adversely affected" in our Annual Report regarding the adequacy of$ 25.84 per adjusted share on such distributions to fund future discretionary cash bonuses.date.
KKR uses several methods, which are designed to yield comparable results, to allocate carried interest. With respect to KKR'sour funds that provide for carried interest, KKR allocates 40% or 43%, depending on the fund's vintage,we allocate a portion of the realized and unrealized carried interest that we earn to a carry it earnspool established at KKR Associates Holdings L.P., which is not a KKR subsidiary, from these fundswhich our asset management employees and vehiclescertain other carry pool participants are eligible to itsreceive a carried interest allocation. The allocation is determined based upon a fixed arrangement between KKR Associates Holdings L.P. and us, and we do not exercise discretion on whether to make an allocation to the carry pool.pool upon a realization event. These amounts are accounted for as compensatory profit sharing arrangements in Accrued Expenses and Other Liabilities within the accompanying consolidated statements of financial condition in conjunction with the related carried interest income and are recorded as compensation expense. Upon a reversal of carried interest income, the related carry pool allocation, if any, is also reversed. Accordingly, such compensation expense is subject to both positive and negative adjustments.
In February 2021, with the approval of a majority of our independent directors, KKR amended the percentage of carried interest that is allocable to the carry pool to 65% for (i) current investment funds for which no or de minimis amounts of carried interest was accrued as of December 31, 2020 and (ii) all future funds. For all other funds, the percentage of carried interest remains 40% or 43%, as applicable. The percentage of carried interest allocable to the carry pool is subjectmay be increased above 65% only with the approval of a majority of our independent directors. To account for the difference in the carry pool allocation percentages, we expect to changeuse a portion of realized carried interest from timethe older funds equal to time.the difference between 65% and 40% or 43%, as applicable, to supplement the carry pool and to pay amounts as discretionary cash bonus compensation as described above to our asset management employees. The amounts paid as discretionary cash bonuses, if any, are at our discretion and vary from individual to individual and from period to period, including having no cash bonus at all for certain employees. See "—Fair Value
Measurements—Critical Accounting Policies - Asset Management—Recognition of Carried Interest in the Statement of Operations" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—"—Key Financial Measures Under GAAP—GAAP - Asset Management—Expenses—Compensation and Benefits" in our Annual Report.Benefits."
Equity-based Compensation
In addition to the cash-based compensation and carry pool allocations as described above, employees receive equity awards under the Equity Incentive Plans, most of which are subject to service-based vesting typically over a three to five-year period from the date of grant, and some of which are subject to the achievement of market-based conditions. Certain of these awards are subject to post-vesting transfer restrictions and minimum retained ownership requirements.
General, Administrative and Other
General, administrative and other expense consists primarily of professional fees paid to legal advisors, accountants, advisors and consultants, insurance costs, travel and related expenses, communications and information services, depreciation and amortization charges, expenses (including impairment charges) incurred by oil and gas entities, CLOs and investment funds that are consolidated, costs incurred in connection with pursuing potential investments that do not result in completed transactions ("broken-deal expenses"), expense reimbursements, placement fees and other general operating expenses. A portion of these general administrative and other expenses, in particular broken-deal expenses, are borne by fund investors.
Investment Income (Loss)
Net Gains (Losses) from Investment Activities
Net gains (losses) from investment activities consist of realized and unrealized gains and losses arising from our investment activities as well as income earned from certain equity method investments. Fluctuations in net gains (losses) from investment activities between reporting periods is driven primarily by changes in the fair value of our investment portfolio as well as the realization of investments. The fair value of, as well as the ability to recognize gains from, our investments is significantly impacted by the global financial markets, which, in turn, affects the net gains (losses) from investment activities recognized in any given period. Upon the disposition of an investment, previously recognized unrealized gains and losses are reversed and an offsetting realized gain or loss is recognized in the current period. Since our investments are carried at fair value, fluctuations between periods could be significant due to changes to the inputs to our valuation process over time. For a further discussion of
our fair value measurements and fair value of investments, see "—Critical Accounting Policies—Policies - Combined—Fair Value Measurements."
Dividend Income
Dividend income consists primarily of distributions that we and our consolidated investment funds receive from portfolio companies in which theywe and our consolidated investment funds invest. Dividend income is recognized primarily in connection with (i) dispositions of operations by portfolio companies, (ii) distributions of cash generated from operations from portfolio investments, and (iii) other significant refinancings undertaken by portfolio investments.
Interest Income
Interest income consists primarily of interest that is received on our credit instruments in which we and our consolidated investment funds, CLOs and other entities invest as well as interest on our cash and other investments.
Interest Expense
Interest expense is incurred from debt issued by KKR, including debt issued by KFN, credit facilities entered into by KKR, debt securities issued by consolidated CFEs, and financing arrangements at our consolidated investment funds entered into primarily with the objective of managing cash flow. KFN's debt obligations are non-recourse to KKR beyond the assets of KFN. Debt securities issued by consolidated CFEs are supported solely by the investments held at the CFE and are not collateralized by assets of any other KKR entity. Our obligations under financing arrangements at our consolidated funds are generally limited to our pro rata equity interest in such funds. However, in some circumstances, we may provide limited guarantees of the obligations of our general partners in an amount equal to its pro rata equity interest in such funds. Our management companies bear no obligations with respect to financing arrangements at our consolidated funds. We also may provide other kinds of guarantees. See "—Liquidity."
Key Financial Measures Under GAAP - Insurance
The following discussion of key financial measures under GAAP is based on KKR's insurance business as conducted by Global Atlantic as of March 31, 2021.
Revenues
Premiums
Premiums primarily relate to payout policies with life contingencies and whole life and term life insurance policies, recognized when due from the policyholders.
Policy fees
Policy fees include charges assessed against policyholder account balances for mortality, administration, separate account, benefit rider and surrender fees.
Net investment income
Net investment income reflects the income earned on our investments, net of any associated investment expenses (including management fees charged by the asset management segment) and net investment income credited to funds withheld at interest. Net investment income includes, amongst other things (i) interest earned on our fixed income available-for-sale and fixed-income trading investments, (ii) interest income and other related fees from our mortgage and other loan receivables, (iii) interest on funds withheld at interest receivables, (iv) proportional share of income from equity-method investments and (v) income from physical assets, such as renewable energy plants, railcars, and airplanes (net of depreciation and operating expenses).
Net investment gains
Net investment gains primarily consists of (i) realized gains and losses from the disposal of investments, (ii) unrealized gains and losses from investments held for trading, or with fair value remeasurements recognized in earnings as a result of the election of a fair-value option, (iii) unrealized gains and losses on funds withheld at interest, (iv) unrealized gains and losses
from derivatives not designated in an hedging relationship and (v) allowances for loan losses, and other impairments of investments.
Other income
Other income is primarily comprised of administration, management fees and distribution fees.
Expenses
Policy benefits and claims
Policy benefits and claims represent the current period expense associated with providing insurance benefits to policyholders, including claims and benefits paid, interest credited to policyholders, changes in policyholder liability reserves (including fair value reserves) amortization of cost of reinsurance liabilities, and amortization of deferred sales inducements.
Amortization of policy acquisition costs
Amortization of policy acquisition costs primarily consist on amortization of value of business acquired and deferred policy acquisition costs.
Insurance expense
Insurance expenses are primarily comprised of commissions expense, premium taxes, and captive financing charges.
Interest expense
Interest expense is incurred from insurance segment debt issued, including related interest rate swaps, credit facilities and other financing agreements.
General, administrative and other
General and administrative expenses are primarily comprised of employee compensation and benefit expenses, third-party administrator ("TPA") policy servicing fees, administrative and professional services, and other operating expenses.
Other Key Financial Measures Under GAAP
Income Taxes
KKR & Co. Inc. is a domestic corporation for U.S. federal income tax purposes and thus is subject to U.S. federal, state and local corporate income taxes at the entity level on KKR’sits share of net taxable income. In addition, KKR Group Partnership and certain of its subsidiaries operate in the United States as partnerships for U.S. federal tax purposes but as taxable entities for certain state, local or non-U.S. tax purposes. Moreover, certain corporate subsidiaries of KKR, including certain Global Atlantic subsidiaries, are domestic corporations for U.S. federal income tax purposes and as corporate entities in certain non-U.S. jurisdictions. These entities, in some cases, are subject to U.S. federal, state, orand local income taxes or non-U.S. income taxes.
Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions including evaluating uncertainties. We review our tax positions quarterly and adjust our tax balances as new information becomes available.
For a further discussion of our income tax policies, see Note 2 "Summary of Significant Accounting Policies" and Note 1117 "Income Taxes" to theour financial statements included elsewhere in this report.
Net Income (Loss) Attributable to Noncontrolling Interests
Net income (loss) attributable to noncontrolling interests primarily represents the ownership interests that certain third parties hold in entities that are consolidated in the financial statements as well as the ownership interests in KKR Group Partnership that are held by KKR Holdings. The allocable share of income and expense attributable to these interests is accounted for as net income (loss) attributable to noncontrolling interests. Given the consolidation of certain of our investment funds and the significant ownership interests in KKR Group Partnership held by KKR Holdings, we expect a portion of net income (loss) will continue to be attributed to noncontrolling interests in our business.
For a further discussion of our noncontrolling interests policies, see Note 2 "Summary of Significant Accounting Policies"21 "Equity" to the financial statements included elsewhere in this report.
Key Non-GAAP Performance Measures and Other Operating and Performance Measures
The key non-GAAP and other operating and performance measures that follow are used by management in making operational and resource deployment decisions as well as assessing the overall performance of KKR's businesses. They include certain financial measures that are calculated and presented using methodologies other than in accordance with GAAP. These non-GAAP measures including after-tax distributable earnings, book value, operating assets, operating liabilities, operating revenues, operating expenses and distributable operating earnings,as described below are presented prior to giving effect to the allocation of income (loss) between KKR & Co. Inc. and KKR Holdings L.P. and as such represent the entire KKR business in total. In addition, these non-GAAP measures are presented without giving effect to the consolidation of the investment funds and CFEscollateralized financing entities (“CFEs”) that KKR manages as well as other consolidated entities that are not subsidiaries of KKR & Co. Inc.manages.
We believe that providing these non-GAAP measures on a supplemental basis to our GAAP results is helpful to stockholders in assessing the overall performance of KKR's businesses.business. These non-GAAP measures should not be considered as a substitute for or superior to, financial measures calculated in accordance with GAAP. We caution readers thatReconciliations of these non-GAAP measures may differ fromto the calculations of other investment managers,most directly comparable financial measures calculated and as a result, may not be comparable to similar measures presented by other investment managers. These non-GAAP measures are presented in this report as KKR's operating results, which were previously referred to as KKR's segment results.
accordance with GAAP, where applicable. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP, where applicable, are included under "—Reconciliations to GAAP Measures."
After-tax Distributable Earnings
After-tax distributable earnings is a non-GAAP performance measure of KKR’s earnings, which is derived from KKR’s reported segment results. After-tax distributable earnings is used to assess the performance of KKR’s business operations and measures the earnings potentially available for distribution to its equity holders or reinvestment into its business. After-tax distributable earnings is equal to Distributable Operating Earnings less Interest Expense, Series A and B Preferred Stock dividends, Net Income Attributable to Noncontrolling Interests and Income Taxes Paid. Series C Mandatory Convertible Preferred Stock dividends have been excluded from After-tax Distributable Earnings, because the definition of Adjusted Shares used to calculate After-tax Distributable Earnings per Adjusted Share assumes that all shares of Series C Mandatory Convertible Preferred Stock have been converted to shares of common stock. Income Taxes Paid represents the implied amount of income taxes that would be paid assuming that all pre-tax distributable earnings were allocated to KKR & Co. Inc. and taxed at the same effective rate, which assumes that all units in KKR Holdings L.P. and other exchangeable securities were exchanged for common stock of KKR & Co. Inc. Income Taxes Paid includes amounts paid pursuant to the tax receivable agreement and the benefit of tax deductions arising from equity-based compensation, which reduces income taxes paid or payable during the period. Equity based compensation expense is excluded from After-tax Distributable Earnings, because (i) KKR believes that the cost of equity awards granted to employees does not contribute to the earnings potentially available for distributions to its equity holders or reinvestment into its business and (ii) excluding this expense makes KKR’s reporting metric more comparable to the corresponding metric presented by other publicly traded companies in KKR’s industry, which KKR believes enhances an investor’s ability to compare KKR’s performance to these other companies. If tax deductions from equity-based compensation were to be excluded from Income Taxes Paid, KKR’s After-tax Distributable Earnings would be lower and KKR’s effective tax rate would appear to be higher, even though a lower amount of income taxes would have actually been paid or payable during the period. KKR separately discloses the amount of tax deduction from equity-based compensation for the period reported and the effect of its inclusion in After-tax Distributable Earnings for the period. KKR makes these adjustments when calculating After-tax Distributable Earnings in order to more accurately reflect the net realized earnings that are expected to be or become available for distribution to KKR’s equity holders or reinvestment into KKR’s business. However, After-tax Distributable Earnings does not represent and is not used to calculate actual dividends under KKR’s dividend policy, which is a fixed amount per period, and After-tax Distributable Earnings should not be viewed as a measure of KKR’s liquidity.
Book Value
Book value is a non-GAAP performance measure of the net assets of KKR and is used by management primarily in assessing the unrealized value of KKR’s net assets presented on a basis that (i) deconsolidates KKR’s investment funds and CFEs that KKR manages and (ii) includes Global Atlantic's book value representing KKR’s ownership of the net assets of Global Atlantic. We believe this measure is useful to stockholders as it provides additional insight into the net assets of KKR excluding those net assets that are allocated to noncontrolling interest holders and to the holders of the Series A and B Preferred Stock. KKR's book value includes the net impact of KKR's tax assets and liabilities as prepared under GAAP. Series C Mandatory Convertible Preferred Stock has been included in book value, because the definition of adjusted shares used to calculate book value per adjusted share assumes that all shares of Series C Mandatory Convertible Preferred Stock have been
converted to shares of common stock. To calculate Global Atlantic's book value and to make it more comparable with the corresponding metric presented by other publicly traded companies in Global Atlantic’s industry, Global Atlantic's book value excludes (i) accumulated other comprehensive income and (ii) accumulated change in fair value of reinsurance balances and related assets, net of deferred acquisition costs and income tax.
Distributable Operating Earnings
Distributable operating earnings is a non-GAAP performance measure that KKR believes is useful to stockholders as it provides a supplemental measure of our operating performance without taking into account items that KKR does not believe arise from or relate directly to KKR's operations. Distributable Operating Earnings is presented prior to giving effect to the allocation of income (loss) among KKR & Co. Inc., KKR Holdings L.P. and holders of other exchangeable securities, and the consolidation of the investment funds, vehicles and accounts that KKR advises, manages or sponsors (including collateralized financing entities). Distributable Operating Earnings excludes: (i) equity-based compensation charges, (ii) amortization of acquired intangibles, (iii) strategic corporate transaction-related charges and (iv) non-recurring items, if any. Strategic corporate transaction-related items arise from corporate actions and consist primarily of (i) impairments, (ii) non-monetary gains or losses on divestitures, (iii) transaction costs from strategic acquisitions, and (iv) depreciation on real estate that KKR owns and occupies. Distributable Operating Earnings represents operating earnings of KKR’s Asset Management and Insurance segments, which are comprised of the following:
•Asset Management Segment Operating Earnings is the segment profitability measure used to make operating decisions and to assess the performance of the Asset Management segment and is comprised of: (i) Fee Related Earnings, (ii) Realized Performance Income, (iii) Realized Performance Income Compensation, (iv) Realized Investment Income, and (v) Realized Investment Income Compensation. Asset Management Segment Operating Earnings excludes (i) unrealized carried interest, (ii) net unrealized gains (losses) on investments, and (iii) related unrealized performance income compensation. Management fees earned by KKR as the adviser, manager or sponsor for its investment funds, vehicles and accounts, including management fees paid to KKR by Global Atlantic's insurance companies and management fees paid to Global Atlantic by reinsurance investment vehicles, are included in Asset Management Segment Operating Earnings.
•Insurance Segment Operating Earnings is the segment profitability measure used to make operating decisions and to assess the performance of the Insurance segment and is comprised of: (i) Net Investment Income, (ii) Net Cost of Insurance, (iii) General, Administrative, and Other Expenses, (iv) Income Taxes, and (v) Net Income Attributable to Noncontrolling Interests. The non-operating adjustments made to derive Insurance Segment Operating Earnings eliminate the impact of: (i) realized (gains) losses related to asset/liability matching investments strategies, (ii) unrealized investment (gains) losses, (iii) changes in the fair value of derivatives, embedded derivatives, and fair value liabilities for fixed-indexed annuities, indexed universal life contracts and variable annuities, and (iv) the associated income tax effects of all exclusions from Insurance Segment Operating Earnings except for equity-based compensation expense. Insurance Segment Operating Earnings includes (i) realized gains and losses not related to asset/liability matching investments strategies and (ii) the investment management fee expenses that are earned by KKR as the investment adviser of Global Atlantic's insurance companies.
Fee Related Earnings ("FRE")
Fee related earnings is a performance measure used to assess the Asset Management segment’s generation of profits from revenues that are measured and received on a recurring basis and are not dependent on future realization events. KKR believes this measure is useful to stockholders as it provides additional insight into the profitability of KKR’s fee generating asset management and capital markets businesses and other recurring revenue streams. FRE equals (i) Management Fees, (ii) Transaction and Monitoring Fees, Net and (iii) Fee Related Performance Revenues, less (x) Fee Related Compensation, and (y) Other Operating Expenses.
•Fee Related Performance Revenues refers to the realized portion of Incentive Fees from certain AUM that has an indefinite term and for which there is no immediate requirement to return invested capital to investors upon the realization of investments. Fee-related performance revenues consists of performance fees (i) to be received from our investment funds, vehicles and accounts on a recurring basis, and (ii) that are not dependent on a realization event involving investments held by the investment fund, vehicle or account.
•Fee Related Compensation refers to the compensation expense, excluding equity-based compensation, paid from (i) Management Fees, (ii) Transaction and Monitoring Fees, Net, and (iii) Fee Related Performance Revenues.
•Other Operating Expenses represents the sum of (i) occupancy and related charges and (ii) other operating expenses.
Total Asset Management Segment Revenues
Total asset management segment revenues is a performance measure that represents the realized revenues of the Asset Management segment (which excludes unrealized carried interest and unrealized net gains (losses) on investments) and is the sum of (i) Management Fees, (ii) Transaction and Monitoring Fees, Net, (iii) Fee Related Performance Revenues, (iv) Realized Performance Income, and (v) Realized Investment Income. KKR believes that this performance measure is useful to stockholders as it provides additional insight into the realized revenues generated by KKR's asset management segment.
Adjusted Shares
Adjusted shares represents shares of common stock of KKR & Co. Inc. outstanding under GAAP adjusted to include shares issuable upon exchange of all units of KKR Holdings L.P. We believe providing adjustedand other exchangeable securities and the number of shares is usefulof common stock assumed to stockholders as it provides insight intobe issuable upon conversion of the calculation of amounts available for distribution as dividends on a per adjusted share basis.Series C Mandatory Convertible Preferred Stock. Weighted average adjusted shares is used in the calculation of after-tax distributable earningsAfter-tax Distributable Earnings per adjusted shareAdjusted Share, and adjusted sharesAdjusted Shares is used in the calculation of book valueBook Value per adjusted share.
After-tax Distributable Earnings
After-tax distributable earnings is a non-GAAP performance measure of KKR’s earnings excluding mark-to-market gains (losses) after interest expense, preferred dividends, noncontrolling interests and income taxes paid. It is used by management to assess the net realized earnings of KKR for a given reporting period, after deducting equity-based compensation under the Equity Incentive Plans and adjusting to exclude the impact of nonrecurring items, if any. 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. 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. Income taxes paid represents 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 shares of common stock of KKR & Co. Inc. Income taxes paid also includes amounts paid pursuant to the tax receivable agreement.Adjusted Share.
Assets Under Management ("AUM")
Assets under management represent the assets managed, advised or advisedsponsored by KKR from which KKR is entitled to receive management fees or a carried interest (either currentlyperformance income (currently or upon deployment of capital)a future event), general partner capital, and assets managed, advised or advisedsponsored by our strategic BDC partnership and the hedge fund and other managers in which KKR holds an 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 and other managers and the overall activity in their investment funds and other managed or sponsored 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;funds and Global Atlantic's insurance companies; (ii) uncalled capital commitments from these funds, including uncalled capital commitments from which KKR is currently not earning management fees or carried interest;performance income; (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);CLOs; (v) KKR's pro rata portion of the AUM of hedge fund and other managers in which KKR holds an ownership interest; (vi) all AUM of theKKR's strategic BDC partnership with FS Investments;partnership; and (vii) the fair value of other assets managed or sponsored by KKR. The pro rata portion of the AUM of hedge fund and other 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 (i) is not based on any definition of AUM that may be set forth in the agreements governing documents of the investment funds, vehicles, accounts or accounts that it manages orother entities whose capital is included in this definition, (ii) includes assets for which KKR does not act as an investment adviser, and (iii) is not calculated pursuant to any regulatory definitions.
Book Value
Book value is a non-GAAP performance measure of the net assets of KKR and is used by management primarily in assessing the unrealized value of KKR’s operating assets after deducting for operating liabilities, noncontrolling interests and preferred stock. We believe this measure is useful to stockholders as it provides additional insight into the net assets of KKR excluding those net assets that are allocated to noncontrolling interest holders and to the holders of the Series A and Series B Preferred Stock. KKR's book value includes the net impact of KKR's tax assets and liabilities as prepared under GAAP.
Capital Invested
Capital invested is the aggregate amount of capital invested by (i) KKR’s investment funds and Global Atlantic's insurance companies, (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.
Distributable Operating Earnings
Distributable operating earnings is a non-GAAP performance measure that represents after-tax distributable earnings before interest expense, preferred dividends, income (loss) attributable to noncontrolling interests and income taxes paid. We believe distributable 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 KKR's operations.
Fee Paying AUM ("FPAUM")
Fee paying AUM 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 interestperformance income or is otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily
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 ("FRE")
Fee related earnings is a non-GAAP supplemental performance measure of earnings of KKR before performance income and investment income. KKR believes this measure may be useful to stockholders as it may provide additional insight into the profitability of KKR’s fee generating management companies and capital markets businesses. Fee related earnings is calculated as KKR’s total Fees and Other, Net, multiplied by KKR’s distributable operating margin. For purposes of the fee related earnings calculation, distributable operating margin is calculated as distributable operating earnings, before equity-based compensation, divided by total operating revenues.
Operating Assets
Operating assets is a non-GAAP performance measure that represents cash and short-term investments, investments, net unrealized carried interest, tax assets, and other assets of KKR presented on a basis that deconsolidates (i) KKR's investment funds and collateralized financing entities that KKR manages and (ii) other consolidated entities that are not subsidiaries of KKR & Co. Inc. We believe this measure is useful to stockholders as it provides additional insight into the assets of KKR that are used to operate its business lines. As used in this definition, 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.
Operating Expenses
Operating expenses is a non-GAAP performance measure that represents the expenses of KKR and is the sum of (i) compensation and benefits (excluding unrealized performance income compensation), (ii) occupancy and related charges and (iii) other operating expenses. KKR believes that operating expenses is useful to stockholders as it provides insight into the costs expended in connection with generating KKR's operating revenues.
Operating Liabilities
Operating liabilities is a non-GAAP performance measure that represents the debt obligations of KKR (including KFN), tax liabilities, and other liabilities of KKR presented on a basis that deconsolidates (i) KKR's investment funds and collateralized financing entities that KKR manages and (ii) other consolidated entities that are not subsidiaries of KKR & Co. Inc. We believe this measure is useful to stockholders as it provides additional insight into the liabilities of KKR excluding the liabilities that are allocated to noncontrolling interest holders and to the holders of the Series A and Series B Preferred Stock.
Operating Revenues
Operating revenues is a non-GAAP performance measure that represents the realized revenues (which excludes unrealized carried interest and unrealized net gains (losses)) generated by KKR and is the sum of (i) fees and other, net, (ii) realized performance income (loss) and (iii) realized investment income (loss). KKR believes that operating revenues is useful to stockholders as it provides insight into the realized revenue generated by KKR's business lines.
Syndicated Capital
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
Uncalled commitments is the aggregate amount 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 and carry paying co-investment vehicles to make future investments. Uncalled commitments are not reduced for investments completed using fund-level investment financing arrangements.arrangements or investments we have committed to make but remain unfunded at the reporting date.
Unaudited Consolidated Results of Operations (GAAP Basis) (Unaudited)
The following is a discussion of our consolidated results of operations for the three months ended March 31, 20202021 and 2019.2020. You should read this discussion in conjunction with the financial statements and related notes included elsewhere in this report. For a more detailed discussion of the factors that affected our non-GAAP operatingsegment results in these periods, see "—Analysis of Non-GAAPSegment Operating Results." See "—Business Environment" for more details on the potential adverse effects of COVID-19 on our business, financial performance, operating results and valuations.
Three months endedThe presentation of our consolidated results of operations that follows reflects the significant industry diversification of KKR by its acquisition of Global Atlantic. Global Atlantic operates an insurance business, and KKR operates an asset management business, each of which possess distinct characteristics. As a result, KKR developed a two-tiered presentation approach, where Global Atlantic's insurance operations are presented separately from KKR's asset management business. Additionally, the results of Global Atlantic's insurance operations included in our consolidated results of operations are from February 1, 2021 (closing date of the acquisition) through March 31, 2020 compared to three months ended March 31, 20192021.
| | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 | | March 31, 2020 | | Change |
| | ($ in thousands) |
| Revenues | | | | | |
| Asset Management | | | | | |
| Fees and Other | $ | 493,311 | | | $ | 380,572 | | | $ | 112,739 | |
| Capital Allocation-Based Income (Loss) | 2,684,647 | | | (1,382,077) | | | 4,066,724 | |
| 3,177,958 | | | (1,001,505) | | | 4,179,463 | |
| Insurance | | | | | |
| Premiums | 1,176,142 | | | — | | | 1,176,142 | |
| Policy Fees | 201,683 | | | — | | | 201,683 | |
| Net Investment Income | 444,781 | | | — | | | 444,781 | |
| Net Investment (Losses) Gains | (455,702) | | | — | | | (455,702) | |
| Other Income | 18,144 | | | — | | | 18,144 | |
| 1,385,048 | | | — | | | 1,385,048 | |
| Total Revenues | 4,563,006 | | | (1,001,505) | | | 5,564,511 | |
| | | | | |
| Expenses | | | | | |
| Asset Management | | | | | |
| Compensation and Benefits | 1,306,797 | | | (262,137) | | | 1,568,934 | |
| Occupancy and Related Charges | 15,200 | | | 16,322 | | | (1,122) | |
| General, Administrative and Other | 166,997 | | | 149,123 | | | 17,874 | |
| 1,488,994 | | | (96,692) | | | 1,585,686 | |
| Insurance | | | | | |
| Policy Benefits and Claims | 1,485,318 | | | — | | | 1,485,318 | |
| Amortization of Policy Acquisition Costs | (20,478) | | | — | | | (20,478) | |
| Interest Expense | 10,672 | | | — | | | 10,672 | |
| Insurance Expenses | 52,084 | | | — | | | 52,084 | |
| General, Administrative and Other | 79,955 | | | — | | | 79,955 | |
| 1,607,551 | | | — | | | 1,607,551 | |
| Total Expenses | 3,096,545 | | | (96,692) | | | 3,193,237 | |
| | | | | |
| Investment Income (Loss) - Asset Management | | | | | |
| Net Gains (Losses) from Investment Activities | 2,696,200 | | | (3,944,504) | | | 6,640,704 | |
| Dividend Income | 75,746 | | | 168,699 | | | (92,953) | |
| Interest Income | 367,455 | | | 353,455 | | | 14,000 | |
|
| | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2020 | | March 31, 2019 | | Change |
| | ($ in thousands) |
| Revenues | |
| | |
| | |
| Fees and Other | $ | 380,572 |
| | $ | 372,548 |
| | $ | 8,024 |
|
| Capital Allocation-Based Income (Loss) | (1,382,077 | ) | | 814,932 |
| | (2,197,009 | ) |
| Total Revenues | (1,001,505 | ) | | 1,187,480 |
| | (2,188,985 | ) |
| | | | | | |
| Expenses | | | | | |
| Compensation and Benefits | (262,137 | ) | | 544,562 |
| | (806,699 | ) |
| Occupancy and Related Charges | 16,322 |
| | 14,690 |
| | 1,632 |
|
| General, Administrative and Other | 149,123 |
| | 169,515 |
| | (20,392 | ) |
| Total Expenses | (96,692 | ) | | 728,767 |
| | (825,459 | ) |
| | | | | | |
| Investment Income (Loss) | | | | | |
| Net Gains (Losses) from Investment Activities | (3,944,504 | ) | | 1,203,878 |
| | (5,148,382 | ) |
| Dividend Income | 168,699 |
| | 22,625 |
| | 146,074 |
|
| Interest Income | 353,455 |
| | 358,511 |
| | (5,056 | ) |
| Interest Expense | (261,469 | ) | | (249,088 | ) | | (12,381 | ) |
| Total Investment Income (Loss) | (3,683,819 | ) | | 1,335,926 |
| | (5,019,745 | ) |
| | | | | | |
| Income (Loss) Before Taxes | (4,588,632 | ) | | 1,794,639 |
| | (6,383,271 | ) |
| | | | | | |
| Income Tax Expense (Benefit) | (360,679 | ) | | 167,593 |
| | (528,272 | ) |
| | | | | | |
| Net Income (Loss) | (4,227,953 | ) | | 1,627,046 |
| | (5,854,999 | ) |
| Net Income (Loss) Attributable to Noncontrolling Interests | (2,947,429 | ) | | 917,727 |
| | (3,865,156 | ) |
| Net Income (Loss) Attributable to KKR & Co. Inc. | (1,280,524 | ) | | 709,319 |
| | (1,989,843 | ) |
| | | | | | |
| Series A Preferred Stock Dividends | 5,822 |
| | 5,822 |
| | — |
|
| Series B Preferred Stock Dividends | 2,519 |
| | 2,519 |
| | — |
|
| | | | | | |
Net Income (Loss) Attributable to KKR & Co. Inc. Class A Common Stockholders | $ | (1,288,865 | ) | | $ | 700,978 |
| | $ | (1,989,843 | ) |
| | | | | | | | | | | | | | | | | |
| Interest Expense | (251,756) | | | (261,469) | | | 9,713 | |
| Total Investment Income (Loss) | 2,887,645 | | | (3,683,819) | | | 6,571,464 | |
| | | | | |
| Income (Loss) Before Taxes | 4,354,106 | | | (4,588,632) | | | 8,942,738 | |
| | | | | |
| Income Tax Expense (Benefit) | 438,739 | | | (360,679) | | | 799,418 | |
| | | | | |
| Net Income (Loss) | 3,915,367 | | | (4,227,953) | | | 8,143,320 | |
| Net Income (Loss) Attributable to Redeemable Noncontrolling Interests | — | | | — | | | — | |
| Net Income (Loss) Attributable to Noncontrolling Interests | 2,245,531 | | | (2,947,429) | | | 5,192,960 | |
| Net Income (Loss) Attributable to KKR & Co. Inc. | 1,669,836 | | | (1,280,524) | | | 2,950,360 | |
| | | | | |
| Series A Preferred Stock Dividends | 5,822 | | | 5,822 | | | — | |
| Series B Preferred Stock Dividends | 2,519 | | | 2,519 | | | — | |
| Series C Mandatory Convertible Preferred Stock Dividends | 17,250 | | | — | | | 17,250 | |
| | | | | |
Net Income (Loss) Attributable to KKR & Co. Inc.
Common Stockholders | $ | 1,644,245 | | | $ | (1,288,865) | | | $ | 2,933,110 | |
Unaudited Consolidated Results of Operations (GAAP Basis) - Asset Management
Revenues
For the three months ended March 31, 20202021 and 2019,2020, revenues consisted of the following:
| | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended |
| | | March 31, 2021 | | March 31, 2020 | | Change |
| | ($ in thousands) |
| Management Fees | | $ | 276,181 | | | $ | 222,689 | | | $ | 53,492 | |
| Fee Credits | | (35,398) | | | (35,387) | | | (11) | |
| Transaction Fees | | 165,893 | | | 98,996 | | | 66,897 | |
| Monitoring Fees | | 35,388 | | | 31,149 | | | 4,239 | |
| Incentive Fees | | 3,438 | | | 668 | | | 2,770 | |
| Expense Reimbursements | | 27,729 | | | 28,224 | | | (495) | |
| Oil and Gas Revenue | | — | | | 13,315 | | | (13,315) | |
| Consulting Fees | | 20,080 | | | 20,918 | | | (838) | |
| Total Fees and Other | | 493,311 | | | 380,572 | | | 112,739 | |
| | | | | | |
| Carried Interest | | 2,140,426 | | | (1,210,925) | | | 3,351,351 | |
| General Partner Capital Interest | | 544,221 | | | (171,152) | | | 715,373 | |
| Total Capital Allocation-Based Income (Loss) | | 2,684,647 | | | (1,382,077) | | | 4,066,724 | |
| | | | | | |
| Total Revenues - Asset Management | | $ | 3,177,958 | | | $ | (1,001,505) | | | $ | 4,179,463 | |
|
| | | | | | | | | | | | |
| | | Three Months Ended |
| | | March 31, 2020 | | March 31, 2019 | | Change |
| | | ($ in thousands) |
| Management Fees | | $ | 222,689 |
| | $ | 188,408 |
| | $ | 34,281 |
|
| Fee Credits | | (35,387 | ) | | (103,477 | ) | | 68,090 |
|
| Transaction Fees | | 98,996 |
| | 188,203 |
| | (89,207 | ) |
| Monitoring Fees | | 31,149 |
| | 25,651 |
| | 5,498 |
|
| Incentive Fees | | 668 |
| | — |
| | 668 |
|
| Expense Reimbursements | | 28,224 |
| | 44,060 |
| | (15,836 | ) |
| Oil and Gas Revenue | | 13,315 |
| | 13,175 |
| | 140 |
|
| Consulting Fees | | 20,918 |
| | 16,528 |
| | 4,390 |
|
| Total Fees and Other | | 380,572 |
| | 372,548 |
| | 8,024 |
|
| | | | | | | |
| Carried Interest | | (1,210,925 | ) | | 694,383 |
| | (1,905,308 | ) |
| General Partner Capital Interest | | (171,152 | ) | | 120,549 |
| | (291,701 | ) |
| Total Capital Allocation-Based Income (Loss) | | (1,382,077 | ) | | 814,932 |
| | (2,197,009 | ) |
| | | | | | | |
| Total Revenues | | $ | (1,001,505 | ) | | $ | 1,187,480 |
| | $ | (2,188,985 | ) |
Fees and Other
Total Fees and Other for the three months ended March 31, 20202021 increased compared to the three months ended March 31, 20192020 primarily as a result of anthe increase in managementtransaction fees and a decrease in fee credits, partially offset by a decrease in transactionmanagement fees.
For a more detailed discussion of the factors that affected our transaction fees during the period, see "—Analysis of Non-GAAPAsset Management Segment Operating Results—Operating Revenues.Earnings."
The increase in management fees was primarily due to management fees earned from our EuropeanAsian Fund V and Global Impact Fund as a result of new capital raised, and an increase relating to Next Generation Technology Growth Fund II,IV, which entered its investment period inafter the fourthfirst quarter of 2019. This net increase was2020, and Asia Pacific Infrastructure Investors due to additional capital raised for these funds. These increases were partially offset by decreases due toa decrease in management fees calculated based on lower levelsearned from Asian Fund III as it entered its post investment period in the third quarter of invested capital as a result of realizations primarily in our European Fund IV and 2006 Fund.2020.
Fee credits decreased compared to the prior period as a net result of a lower level of transaction fees in our Private Markets and Public Markets business lines. Fee credits owed to consolidated investment funds are eliminated upon consolidation under GAAP. Transaction fees earned from KKR portfolio companies are not eliminated upon consolidation because those fees are earned from companies which are not consolidated. Furthermore, transaction fees earned in our Capital Markets business line are not shared with fund investors. Accordingly, certain transaction fees are reflected in revenues without a corresponding fee credit.
The decreaseCapital Allocation-Based Income (Loss)
Capital Allocation-Based Income (Loss) for the three months ended March 31, 2021 was positive primarily due to the net appreciation of the underlying investments at our carry earning investment funds most notably Americas Fund XII, North America Fund XI and 2006 Fund. Capital Allocation-Based Income (Loss) for the three months ended March 31, 2020 was negative due to the net depreciation of the underlying investments at our carry earning investment funds most notably 2006 Fund, North America Fund XI and Asia Fund II primarily due to the market dislocation from COVID-19.
KKR generally calculates the carried interest that would be due to KKR for each investment fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to
make adjustments to amounts recorded as carried interest to reflect either (a) positive performance resulting in an increase in the carried interest allocated to the general partner or (b) negative performance that would cause the amount due to KKR to be less than the amount previously recognized, resulting in a negative adjustment to carried interest allocated to the general partner. In each case, it is necessary to calculate the carried interest on cumulative results compared to the carried interest recorded to date and to make the required positive or negative adjustments. Additionally, unrealized carried interest and general partner capital interest reverse upon a realization, and unrealized carried interest and general partner capital interest can be negative if the amount of realized carried interest exceeds total unrealized carried interest generated in the period.
Investment Income (Loss) - Asset Management
Net Gains (Losses) from Investment Activities
The following is a summary of net gains (losses) from investment activities:
| | | | | | | | | | | |
| Three Months Ended |
| | March 31, 2021 | | March 31, 2020 |
| | ($ in thousands) |
| Private Equity | $ | 1,550,665 | | | $ | (1,282,404) | |
| Credit | 29,407 | | | (946,304) | |
| Investments of Consolidated CFEs | 125,515 | | | (2,153,393) | |
| Real Assets | 274,147 | | | (797,652) | |
| Equity Method - Other | 401,701 | | | (440,618) | |
| Other Investments | 206,181 | | | (679,172) | |
| Debt Obligations and Other | (1,397) | | | 1,903,986 | |
| Other Net Gains (Losses) from Investment Activities | 109,981 | | | 451,053 | |
| Net Gains (Losses) from Investment Activities | $ | 2,696,200 | | | $ | (3,944,504) | |
| | | |
| | | |
| | | |
| | | |
| | | |
Net Gains (Losses) from Investment Activities for the three months ended March 31, 2021
The net gains from investment activities for the three months ended March 31, 2021 were comprised of net realized gains of $584.4 million and net unrealized gains of $2,111.8 million.
Investment gains and losses relating to our general partner capital interest in our unconsolidated funds are not reflected in our discussion and analysis of Net Gains (Losses) from Investment Activities. Our economics associated with these gains and losses are reflected in Capital Allocation-Based Income (Loss) as described above. For a discussion and analysis of the primary investment gains or losses relating to individual investments in our unconsolidated funds, see "—Analysis of Asset Management Segment Operating Results."
Realized Gains and Losses from Investment Activities
For the three months ended March 31, 2021, net realized gains related primarily to the (i) sale of our investment in FanDuel Inc. (technology sector), (ii) partial sale of our investment in BridgeBio Pharma, Inc. (NASDAQ: BBIO), and (iii) sale of our investment in American Equity Investment Life Holding Company (NYSE: AEL). Partially offsetting these realized gains were realized losses primarily relating to certain investments held in our consolidated special situations funds.
Unrealized Gains and Losses from Investment Activities
For the three months ended March 31, 2021, net unrealized gains were driven primarily by (i) mark-to-market gains from private equity, growth equity and core investments held by KKR and certain consolidated funds, the most significant of which were OutSystems Holdings S.A (technology sector), PetVet Care Centers, LLC (healthcare sector), and USI, Inc. (financial services sector) and (ii) mark-to-market gains for certain investments held in our consolidated energy funds, special situations funds and CLOs. These unrealized gains were partially offset by (i) mark-to-market losses from our investment in BridgeBio Pharma, Inc. and (ii) the reversal of previously recognized unrealized gains relating to the realization activity described above.
For a discussion of other factors that affected KKR's realized investment income, see "—Analysis of Asset Management Segment Operating Results."
Net Gains (Losses) from Investment Activities for the three months ended March 31, 2020
The net losses from investment activities for the three months ended March 31, 2020 were comprised of net realized gains of $63.4 million and net unrealized losses of $(4,007.9) million.
Realized Gains and Losses from Investment Activities
For the three months ended March 31, 2020, net realized gains related primarily to realized gains on (i) the sale of real estate investments held through certain consolidated entities and (ii) the settlement of foreign currency derivatives in our consolidated credit funds, partially offset by realized losses primarily on (i) realization on assets held through our consolidated credit funds and (ii) realization of certain investments held through consolidated CLOs.
Unrealized Gains and Losses from Investment Activities
For the three months ended March 31, 2020, net unrealized losses were driven primarily by (i) mark-to-market losses in our private equity investments held by KKR and certain consolidated entities, the most significant of which was Fiserv, Inc. (NASDAQ: FISV) and (ii) mark-to-market losses in our credit investments held through certain consolidated entities. Partially offsetting the unrealized losses above were unrealized gains relating to (i) mark-to-market gains in portfolio companies in our healthcare strategies, the most significant of which was Blue Sprig Pediatrics Inc. (health care sector), (ii) mark-to-market gains in a portfolio company in our core investment strategy, Exact Group B.V. (technology sector), and (iii) mark-to-market gains on some real estate investments held through certain consolidated entities.
For a discussion of other factors that affected KKR's realized investment income, see "—Analysis of Asset Management Segment Operating Results."
Dividend Income
During the three months ended March 31, 2021, the most significant dividends received included $26.6 million from our consolidated real estate funds and a dividend of $17.7 million from our investment in US Foods Holding Corp. (NYSE: USFD) held by a consolidated fund. During the three months ended March 31, 2020, the most significant dividends received included $80.9 million from our consolidated real estate funds and $62.5 million from our investment in Fiserv, Inc.
Significant dividends from portfolio companies and consolidated funds are generally not recurring quarterly dividends, and while they may occur in the future, their size and frequency are variable. For a discussion of other factors that affected KKR's dividend income, see "—Analysis of Asset Management Segment Operating Results."
Interest Income
The increase in interest income during the three months ended March 31, 2020 compared to the prior period was due primarily to net depreciation in the value of our investment portfolio as2021 compared to the three months ended March 31, 20192020 was primarily resultingdue to (i) interest income earned on investments held in our Dislocation Opportunities Fund that is consolidated and closed subsequent to March 31, 2020 and (ii) an increase in interest income from certain of our consolidated direct lending funds, primarily related to an increase in the impactsamount of COVID-19capital deployed. Partially offsetting these increases was a lower level of interest income earned from loans held by KKR Real Estate Finance Trust Inc. ("KREF"), a NYSE-listed real estate investment trust (NYSE: KREF), due to an overall decrease in interest rates compared to three months ended March 31, 2020. For a discussion of other factors that affected KKR's interest income, see "—Analysis of Asset Management Segment Operating Results."
Interest Expense
The decrease in interest expense during the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily due to a lower level of interest expense on debt obligations of KREF as a result of a decrease in interest rates subsequent to March 31, 2020. The decrease was partially offset by the economic outlook and financial markets.impact of multiple issuances of our senior notes subsequent to March 31, 2020. For a discussion of other factors that affected KKR's interest expense, see "—Analysis of Non-GAAP Performance Measures."
Expenses - Asset Management
Compensation and Benefits Expenses
The decreaseincrease in compensation and benefits expenses during the three months ended March 31, 20202021 compared to the prior period was primarily due to (i) aaccrued carried interest compensation in the current period as compared to the reversal of previously recognized accrued carried interest compensation in the prior period resulting from a depreciation in the value of our investment portfolio in the prior period and (ii) lower equity-baseda higher level of discretionary compensation chargesand benefits resulting from a decrease in the weighted average numberhigher level of unvested shares outstanding, partially offset by an increase in cash compensation and benefits.revenues.
General, Administrative and Other Expenses
The decreaseincrease in general, administrative and other expenses during the three months ended March 31, 20202021 compared to the prior period was primarily due to (i) a lower level ofissuance expenses reimbursable by investment fundsat consolidated CLOs, which closed in the current period and (ii) a decreasehigher level of broken-deal expenses. The level of broken-deal expenses can vary significantly period to period based upon a number of factors, the most significant of which are the number of potential investments being pursued for our investment funds, the size and complexity of investments being pursued and the number of investment funds currently in the expenses incurred by oil and gas entities that are consolidated.their investment period.
Net Gains (Losses) from Investment Activities
The following is a summary of net gains (losses) from investment activities:
|
| | | | | | | |
| | Three Months Ended |
| | March 31, 2020 | | March 31, 2019 |
| | ($ in thousands) |
| Private Equity | $ | (1,282,404 | ) | | $ | 988,193 |
|
| Credit | (946,304 | ) | | (9,207 | ) |
| Investments of Consolidated CFEs | (2,153,393 | ) | | 222,827 |
|
| Real Assets | (797,652 | ) | | 119,128 |
|
| Equity Method - Other | (440,618 | ) | | 177,039 |
|
| Other Investments | (679,172 | ) | | (28,911 | ) |
| Debt Obligations and Other | 1,903,986 |
| | (267,148 | ) |
| Other Net Gains (Losses) from Investment Activities | 451,053 |
| | 1,957 |
|
| Net Gains (Losses) from Investment Activities | $ | (3,944,504 | ) | | $ | 1,203,878 |
|
Net Gains (Losses)Consolidated Results of Operations (GAAP Basis) - Insurance (Unaudited)
As discussed above, our Insurance segment consists solely of the operations of Global Atlantic, which was acquired on February 1, 2021. Accordingly, prior periods have been excluded for Insurance segment results. The results of Global Atlantic's insurance operations included in our condensed consolidated results of operations are from Investment Activities forFebruary 1, 2021 (closing date of the three months endedacquisition) through March 31, 2020
The net losses from investment activities for the three months ended March 31, 2020 were comprised of net realized gains of $63.4 million and net unrealized losses of $(4,007.9) million.2021.
Investment gains and losses relating to investments in our unconsolidated funds are not reflected in our discussion and analysis of Net Gains (Losses) from Investment Activities. Our economics associated with these gains and losses are reflected in Capital Allocation-Based Income (Loss) as described above. For a discussion and analysis of the primary investment gains or losses relating to individual investments in our unconsolidated funds, see "—Analysis of Non-GAAP Operating Results—Operating Revenues."
Realized Gains and Losses from Investment ActivitiesRevenues
For the three months ended March 31, 2020,2021, revenues consisted of the following:
| | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 | | | | |
| | ($ in thousands) |
| Premiums | | $ | 1,176,142 | | | | | |
| Policy Fees | | 201,683 | | | | | |
| Net Investment Income | | 444,781 | | | | | |
| Net Investment (Losses) Gains | | (455,702) | | | | | |
| Other Income | | 18,144 | | | | | |
| Total Insurance Revenues | | $ | 1,385,048 | | | | | |
Premiums
Premiums were primarily driven by initial premiums related to new reinsurance transactions with life contingencies assumed during the three months ending March 31, 2021, which were offset by a comparable increase in policy reserves reported within policy benefits and claims (as discussed below).
Policy fees
Policy fees were primarily driven by cost of insurance, administrative, and rider fees in the individual market channel.
Net investment (losses) gains
Net investment income was primarily driven by insurance segment investments and the effective book yield (as determined, in part, by the allocated fair value of the investment portfolio as determined as of February 1, 2021, the closing date of the Global Atlantic acquisition). Average insurance segment investments were primarily driven by inflows of assets from the individual markets and institutional channels. The impact of higher asset balances were offset by lower income primarily due to the negative impact of higher than usual average cash and cash equivalent balances as a result of new reinsurance transactions closing during the two month period ending March 31, 2021 pending reinvestment.
Net investment losses
The components of net realizedinvestment losses were as follows:
| | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 | | | | |
| | ($ in thousands) |
| Embedded derivatives on funds withheld at interest | | $ | 369,113 | | | | | |
| Equity index options | | 104,021 | | | | | |
| Other | | 9,938 | | | | | |
| Foreign currency forwards | | 1,810 | | | | | |
| Interest rate contracts | | (266,731) | | | | | |
| Equity future contracts | | (69,583) | | | | | |
| Credit risk contracts | | (36) | | | | | |
| Net gains on derivative instruments | | 148,532 | | | | | |
| Net other investment losses | | (604,234) | | | | | |
| Net investment losses | | $ | (455,702) | | | | | |
Net gains relatedon derivative instruments
The increase in the fair value of embedded derivatives on funds withheld at interest were primarily driven by the decrease in fair value of the underlying investments in the funds withheld portfolio.
The increase in the fair value of equity index options were primarily driven by the performance of the indexes upon which call options are based. Global Atlantic purchases equity index options to hedge the market risk of embedded derivatives in indexed universal life and fixed-indexed annuity products (the change for which is accounted for in policy benefits and claims.) The majority of Global Atlantic's equity index call options are based on the S&P 500 index, which increased during the three months ended March 31, 2021.
The decrease in the fair value of interest rate and equity future contracts were driven primarily by the performance of equity and interest markets. Global Atlantic purchases equity futures primarily to hedge the market risk in our variable annuity products which are accounted for in policy benefits and claims. The majority Global Atlantic's equity futures are based on the S&P 500 Index, which increased during the three months ended March 31, 2021, resulting in a loss on equity futures contracts. Market interest rates increased during the three months ended March 31, 2021, resulting in a loss on interest rate contracts.
Net other investment losses
Net other investment losses were primarily due to (i) net unrealized losses on trading fixed maturity securities underlying a portion of the funds withheld payable at interest portfolio due to an increase in market interest rates, (ii) the recognition of an initial credit loan loss allowance as a result of the adoption of the current expected credit loss accounting standard concurrent with the acquisition of Global Atlantic, and (iii) realized losses from the sale of securities during the two month period ended March 31, 2021. Offsetting these losses were realized gains on embedded derivatives associated with the funds withheld receivable at interest portfolio.
Other income
Other income is mainly driven by administration, management fees and distribution fees, modestly increasing during the three months ended March 31, 2021 due in part to higher administration fees earned from an increase in the volume of reinsured assets assumed in the institutional channel.
Expenses
Policy benefits and claims
Policy benefits and claims was primarily driven by (i) initial reserves related to new reinsurance transactions, (ii) an increase in the salevalue of real estate investments held through certain consolidated entities and (ii) the settlement of foreign currencyembedded derivatives in our consolidated credit funds, partially offsetindexed universal life and fixed indexed annuity products, as a result of higher equity market returns (as discussed above under "–Net investment losses–Gains on derivatives," Global Atlantic purchases equity index options in order to hedge this risk, the fair value changes of which are accounted for in gains on derivative instruments, and generally offsetting the change in embedded derivative fair value reported in policy benefits and claims,) and (iii) an increase in individual retirement channel sales. Offsetting these increases was a decrease in variable annuity reserves primarily due to higher equity market returns and higher market interest rates.
Amortization of policy acquisition costs
Amortization of policy acquisition costs was primarily driven by realized lossesthe amortization of insurance intangibles recognized as part of purchase accounting of the Global Atlantic acquisition. Amortization is negative (that is, a reduction to expense) as a result of the net negative value-of-business-acquired insurance intangible recognized as part of the aforementioned purchase accounting.
Interest expense
Interest expense for the two month period ended March 31, 2021 was lower primarily ondue to the amortization of the fair value adjustment to debt recognized as part of the purchase accounting for the Global Atlantic acquisition.
Insurance expenses
Insurance expense was primarily driven by (i) realization on assets held through our consolidated credit fundscommission expense related to sales, and (ii) realizationreinsurance ceding expense allowances paid for policy administration services.
Unrealized Losses from Investment Activities
General, administrative and other
General, administrative and other expenses were driven primarily by (i) employee compensation and benefits related expenses, (ii) third-party administrator ("TPA") policy servicing fees, and (iii) technology hardware and software related charges.
Other Unaudited Consolidated Results of Operations (GAAP Basis)
Income Tax Expense (Benefit)
For the three months ended March 31, 2020, unrealized losses were driven primarily by (i) mark-to-market losses in our private equity investments held by KKR and certain consolidated entities, the most significant of which2021, income tax expense was Fiserv, Inc. (NASDAQ: FISV) and (ii) mark-to-market losses in our credit investments held through certain consolidated entities.
Unrealized Gains from Investment Activities
Partially offsetting the unrealized losses above were unrealized gains relating to (i) mark-to-market gains in portfolio companies in our healthcare strategies, the most significant of which was Blue Sprig Pediatrics Inc. (health care sector), (ii) mark-to-market gains in a portfolio company in our core investment strategy, Exact Group B.V. (technology sector), and (iii) mark-to-market gains on some real estate investments held through certain consolidated entities.
For a discussion of other factors that affected KKR's realized investment income, see "—Analysis of Non-GAAP Operating Results."
Net Gains (Losses) from Investment Activities for the three months ended March 31, 2019
The net gains from investment activities for the three months ended March 31, 2019 were comprised of net realized gains of $129.8$438.7 million and net unrealized gains of $1,074.1 million.
Realized Gains and Losses from Investment Activities
For the three months ended March 31, 2019, net realized gains related primarily to realized gains on (i) the final sale of our investment in Sedgwick Claims Management Services, Inc. (financial services sector), (ii) the sale of real estate investments held through certain consolidated entities, and (iii) the sale of assets in our consolidated special situations funds.
Unrealized Gains from Investment Activities
For the three months ended March 31, 2019, unrealized gains were driven primarily by (i) mark-to-market gains on our investment in First Data Corporation (renamed Fiserv, Inc. in connection with the merger transaction with Fiserv, Inc.) which is held as a co-investment by KKR, (ii) mark-to-market gains in portfolio companies in our core investment strategy, the most significant of which were PetVet Care Centers, LLC (health care sector), Heartland Dental, LLC (health care sector), and The Bay Clubs Company, LLC (hotels/leisure sector), and (iii) mark to market gains on our growth equity investments held by KKR and certain consolidated entities. Certain of our investment funds also hold an investment in First Data Corporation; these funds are not consolidated and as such, unrealized gains and losses relating to these funds' investments are not reflected in net gains (losses) from investment activities.
Unrealized Losses from Investment Activities
Partially offsetting the unrealized gains above were unrealized losses relating to (i) mark-to-market losses on alternative credit assets held in our consolidated special situations funds and our investment in Mr. Cooper Group Inc. (NASDAQ: COOP) and (ii) the reversal of previously recognized unrealized gains relating to the realization activity described above
For a discussion of other factors that affected KKR's realized investment income, see "—Analysis of Non-GAAP Operating Results."
Dividend Income
During the three months ended March 31, 2020, the most significant dividends received included $80.9 million from our consolidated real estate funds and $62.5 million from our investment in Fiserv, Inc. During the three months ended March 31, 2019, the most significant dividends received included $14.7 million from our consolidated real estate funds and real estate investments held directly by KKR, $4.5 million from our consolidated special situations funds and $2.4 million from our consolidated energy funds. Significant dividends from portfolio companies and consolidated funds are generally not recurring quarterly dividends, and while they may occur in the future, their size and frequency are variable. For a discussion of other factors that affected KKR's dividend income, see "—Analysis of Non-GAAPOperating Results—Operating Revenues—Principal Activities Revenues—Realized Investment Income."
Interest Income
The decrease in interest income during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to a lower level of interest income earned from our consolidated special situations funds. This decrease was partially offset by (i) the impact of closing four additional consolidated CLOs subsequent to March 31, 2019 and (ii) an increase in interest income from our consolidated direct lending funds, primarily related to an increase in the amount of capital deployed. For a discussion of other factors that affected KKR's interest income, see "—Analysis of Non-GAAP Operating Results—Operating Revenues—Principal Activities Revenues—Realized Investment Income."
Interest Expense
The increase in interest expense during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to the impact of (i) the issuance of senior notes subsequent to March 31, 2019, (ii) the impact of the closing of four additional consolidated CLOs subsequent to March 31, 2019, and (iii) increased borrowings from consolidated asset backed financing vehicles. For a discussion of other factors that affected KKR's interest expense, see "—Analysis of Non-GAAP Operating Results—Operating Expenses—Interest Expense."
Income (Loss) Before Taxes
The loss before taxes during the three months ended March 31, 2020 was due primarily to net losses from investment activities, and to a lesser extent, a reversal of previously recognized carried interest. These losses were partially offset by a reversal of previously recognized carried interest compensation and an increase in dividend income, in each case as described above.
Income Tax Expense (Benefit)
For the three months ended March 31, 2020, net income tax benefit wasof $360.7 million compared to a net income tax expense of $167.6 million forin the prior period. In the current period, a deferred tax benefit was generated primarily by the net unrealized losses on our investment portfolio. Our effective tax rate under GAAP for the three months ended March 31, 20202021 was 7.9%10.1%. For a discussion of factors that impacted KKR's tax provision, see Note 1117 "Income Taxes" to the financial statements included elsewhere in this report.
Net Income (Loss) Attributable to Noncontrolling Interests
Net lossIncome (Loss) attributable to noncontrolling interests for the three months ended March 31, 20202021 relates primarily to net lossesincome (loss) attributable to (i) interests of KKR Holdings and other exchangeable securities representing its ownership interests in KKR Group Partnership, as well as(ii) third-party limited partner interests in thoseconsolidated investment funds and (iii) interests that we consolidate. The net lossGA Co-Investors and GA Rollover Investors hold in Global Atlantic. Net income (loss) attributable to noncontrolling interests was due primarily to net losses from investment activities recorded for the three months ended March 31, 2020,2021 increased compared to the prior period primarily due to mark-to-market net gains from investment activities during the three months ended March 31, 2021, as described above.above, as compared to overall losses in the prior period.
Net Income (Loss) Attributable to KKR & Co. Inc.
The net loss Net income (loss) attributable to KKR & Co. Inc. for the three months ended March 31, 2020 was2021 increased compared to the prior period due primarily due to (i) net lossesgains from investment activities and to a lesser extent, a reversal of previously recognized carried interest.(ii) capital allocation-based income during the three months ended March 31, 2021. These lossesincreases were partially offset by (i) a reversal of previously recognizedaccrued carried interest compensation (ii) anand income tax benefit recognized primarily due to the impact of the net depreciation in our investment portfolio and (iii) a higher level of dividend incomeexpense as compared to the prior period.
Condensed Consolidated Statements of Financial Condition (GAAP Basis) (Unaudited)
The following table provides the Unaudited Condensed Consolidated Statements of Financial Condition on a GAAP basis as of March 31, 20202021 and December 31, 2019.2020.
| | | | | | | | | | | | | | |
| (Amounts in thousands, except per share amounts) |
| | As of | | As of |
| | March 31, 2021 | | December 31, 2020 |
| | | | |
| Assets | | | | |
| Asset Management | | | | |
| Cash and Cash Equivalents | | $ | 5,031,724 | | | $ | 6,507,874 | |
| Investments | | 76,156,229 | | | 69,274,715 | |
| Other Assets | | 3,907,076 | | | 4,023,913 | |
| | 85,095,029 | | | 79,806,502 | |
| Insurance | | | | |
| Cash and Cash Equivalents | | 5,467,012 | | | — | |
| Investments | | 98,271,046 | | | — | |
| Other Assets | | 27,612,027 | | | — | |
| | 131,350,085 | | | — | |
| Total Assets | | $ | 216,445,114 | | $ | 79,806,502 |
| | | | |
| Liabilities and Equity | | | | |
| Asset Management | | | | |
| Debt Obligations | | $ | 34,669,430 | | | $ | 33,423,596 | |
| Other Liabilities | | 7,615,588 | | | 5,582,990 | |
| | 42,285,018 | | | 39,006,586 | |
| Insurance | | | | |
| Debt Obligations | | 1,400,338 | | | — | |
| Other Liabilities | | 126,457,128 | | | — | |
| | 127,857,466 | | | — | |
| Total Liabilities | | $ | 170,142,484 | | | $ | 39,006,586 | |
| | | | |
| Redeemable Noncontrolling Interests | | 91,845 | | | — | |
| | | | |
| Stockholders' Equity | | | | |
| KKR & Co. Inc. Stockholders' Equity - Series A and B Preferred Stock | | 482,554 | | | 482,554 | |
| KKR & Co. Inc. Stockholders' Equity - Series C Mandatory Convertible Preferred Stock | | 1,115,792 | | | 1,115,792 | |
| KKR & Co. Inc. Stockholders' Equity - Series I and II Preferred Stock, Common Stock | | 13,077,710 | | | 12,118,472 | |
| Noncontrolling Interests | | 31,534,729 | | | 27,083,098 | |
| Total Equity | | 46,210,785 | | | 40,799,916 | |
| Total Liabilities and Equity | | $ | 216,445,114 | | | $ | 79,806,502 | |
| | | | |
KKR & Co. Inc. Stockholders' Equity - Common Stock
Per Outstanding Share of Common Stock | | $ | 22.62 | | | $ | 21.15 | |
| | | | |
|
| | | | | | | | |
| (Amounts in thousands, except per share amounts) |
| | | As of | | As of |
| | | March 31, 2020 | | December 31, 2019 |
| | | | | |
| Assets | | | | |
| Cash and Cash Equivalents | | $ | 1,982,292 |
| | $ | 2,346,713 |
|
| Investments | | 48,601,127 |
| | 54,936,268 |
|
| Other Assets | | 5,017,656 |
| | 3,616,338 |
|
| Total Assets | | $ | 55,601,075 |
| | $ | 60,899,319 |
|
| | | | | |
| Liabilities and Equity | | | | |
| Debt Obligations | | $ | 26,265,381 |
| | $ | 27,013,284 |
|
| Other Liabilities | | 2,745,664 |
| | 3,383,661 |
|
| Total Liabilities | | 29,011,045 |
| | 30,396,945 |
|
| | | | | |
| Stockholders' Equity | | | | |
| KKR & Co. Inc. Stockholders' Equity - Preferred Stock | | 482,554 |
| | 482,554 |
|
| KKR & Co. Inc. Stockholders' Equity - Common Stock | | 8,843,408 |
| | 10,324,936 |
|
| Noncontrolling Interests | | 17,264,068 |
| | 19,694,884 |
|
| Total Equity | | 26,590,030 |
| | 30,502,374 |
|
| Total Liabilities and Equity | | $ | 55,601,075 |
| | $ | 60,899,319 |
|
| | | | | |
KKR & Co. Inc. Stockholders' Equity - Common Stock Per Outstanding Share of Class A Common Stock | | $ | 15.97 |
| | $ | 18.44 |
|
| | | | | |
KKR & Co. Inc. Stockholders’ Equity - Common Stock per Outstanding Share of Class A common stockCommon Stock was $15.97$22.62 as of March 31, 2020, down2021, up from $18.44$21.15 as of December 31, 2019.2020. The decreaseincrease was primarily attributabledue to the depreciation in the value of our investment portfolio that isnet income attributable to KKR & Co. Inc. common stockholders during the first three months of 2021, partially offset by (i) unrealized losses on available-sale-securities from Global Atlantic that are recorded in other comprehensive income and to a lesser extent(ii) dividends to Class A common stockholders.
Consolidated Statements of Cash Flows (GAAP Basis)
The accompanying consolidated statements of cash flows include the cash flows of our consolidated entities which include certain consolidated investment funds, CLOs and CFEscertain variable interest entities formed by Global Atlantic notwithstanding the fact that we may hold only a minority economic interest in those investment funds and CFEs.
The assets of our consolidated investment funds and CFEs, on a gross basis, can be substantially larger than the assets of our business and, accordingly, could have a substantial effect on the cash flows reflected in our consolidated statements of cash flows. The primary cash flow activities of our consolidated funds and CFEs involve: (i) capital contributions from fund investors; (ii) using the capital of fund investors to make investments; (iii) financing certain investments with indebtedness; (iv) generating cash flows through the realization of investments; and (v) distributing cash flows from the realization of investments to fund investors. Because our consolidated funds and CFEs are treated as investment companies for accounting purposes, certain of these cash flow amounts are included in our cash flows from operations.
Net Cash Provided (Used) by Operating Activities
Our net cash provided (used) by operating activities was $(1.4)$(0.1) billion and $0.2$(1.4) billion during the three months ended March 31, 20202021 and 2019,2020, respectively. These amounts primarily included: (i) investments purchased (asset management), net of proceeds from investments net of investments purchased of $(1.3) billion and $0.3$(1.3) billion during the three months ended March 31, 2021 and 2020, and 2019, respectively;respectively, (ii) net realized gains (losses) on asset management investments of $63.4$584.4 million and $129.8$63.4 million during the three months ended March 31, 2021 and 2020, and 2019, respectively;respectively, (iii) change in unrealized gains (losses) on investments of (4.0)$2.1 billion and $1.1$(4.0) billion during the three months ended March 31, 2021 and 2020, and 2019, respectively; andrespectively, (iv) capital allocation-based income (loss) of (1.4)$2.7 billion and $0.8$(1.4) billion during the three months ended March 31, 2021 and 2020, respectively and 2019, respectively.(v) net realized gains (losses) on insurance operations of $(441.6) million during the three months ended March 31, 2021. Investment funds are, for GAAP purposes, investment companies and reflect their investments and other financial instruments at fair value.
Net Cash Provided (Used) by Investing Activities
Our net cash provided (used) by investing activities was $(45.4)$(376.0) million and $(19.9)$(45.4) million during the three months ended March 31, 20202021 and 2019,2020, respectively. Our investing activities included: (i) the purchaseinvestments purchased (insurance), net of fixed assetsproceeds from investments of $(41.4) million and $(19.5)$(44.5) million during the three months ended March 31, 20202021, (ii) acquisitions, net of cash acquired of $(415.6) million during the three months ended March 31, 2021, (iii) the purchase of fixed assets of $(27.7) million and 2019,$(41.4) million during the three months ended March 31, 2021 and 2020, respectively and (ii)(iv) development of oil and natural gas properties of $(4.1) million and $(0.5) million for the three months ended March 31, 2020 and 2019, respectively.2020.
Net Cash Provided (Used) by Financing Activities
Our net cash provided (used) by financing activities was $1.5$4.5 billion and $7.2 million during the three months ended March 31, 2020 and 2019, respectively. Our financing activities primarily included: (i) distributions to, net of contributions by, our noncontrolling interests of $0.6 billion and $0.3$1.5 billion during the three months ended March 31, 2021 and 2020, respectively. Our financing activities primarily included: (i) contributions by, net of distributions to, our noncontrolling interests of $2.1 billion and 2019, respectively;$0.6 billion during the three months ended March 31, 2021 and 2020, respectively, (ii) proceeds received net of repayment of debt obligations of $1.2$1.6 billion and $(0.2)$1.2 billion during the three months ended March 31, 2021 and 2020, and 2019, respectively;respectively, (iii) common stock dividendsadditions to, net of $(69.7) million and $(66.6)withdrawals from contractholder deposit funds of $958.3 million during the three months ended March 31, 2020 and 2019, respectively;2021, (iv) repurchases of Class A common stock dividends of $(246.2)$(77.8) million and $(28.6)$(69.7) million during the three months ended March 31, 2021 and 2020, respectively; (v) net delivery of common stock of $(55.9) million during the three months ended March 31, 2021; (vi) repurchases of common stock of $(71.4) million and 2019,$(246.2) million during the three months ended March 31, 2021 and 2020, respectively; (vii) Series A and (v) preferred stockB Preferred Stock dividends of $(8.3) million during each of the three months ended March 31, 20202021 and 2019.2020; (viii) Series C Mandatory Convertible Preferred Stock dividends of $(17.3) million during the three months ended March 31, 2021 and (ix) private placement share issuance of $38.5 million during the three months ended March 31, 2021.
Analysis of Non-GAAPSegment Operating Results
The following is a discussion of the results of our business on a non-GAAPSegment basis for the three months ended March 31, 20202021 and 2019.2020. You should read this discussion in conjunction with the information included under "—Basis of Accounting—Key Non-GAAP Performance Measures and Other Operating and Performance Measures" and the financial statements and related notes included elsewhere in this report. See "—Business Environment" for more details on the potential adverse effects of COVID-19 on our business, financial performance, operating results and valuations.
In connection with our acquisition of Global Atlantic on February 1, 2021, management reevaluated the manner in which we manage and assess the performance of our business and allocate resources. As a result, beginning with the three months ended March 31, 2021, we have introduced a new Insurance segment and report segment results for two operating and reportable segments: Asset Management and Insurance. See Note 20 “Segment Reporting” to our financial statements included elsewhere in this report.
Analysis of Asset Management Segment Operating Results
The following tables set forth information regarding KKR's Asset Management segment operating results and certain key operating metrics as of and for the three months ended March 31, 20202021 and 2019:2020:
| | | | | | | | | | | | | | | | | | | | | |
| |
| | | | | | | |
| | Three Months Ended | |
| | March 31, 2021 | | March 31, 2020 | | Change | |
| | ($ in thousands) | |
| Management Fees | | $ | 439,740 | | | $ | 336,074 | | | $ | 103,666 | | |
| Transaction and Monitoring Fees, Net | | 135,677 | | | 79,428 | | | 56,249 | | |
| Fee Related Performance Revenues | | 10,296 | | | 9,156 | | | 1,140 | | |
| Fee Related Compensation | | (131,785) | | | (83,345) | | | (48,440) | | |
| Other Operating Expenses | | (90,161) | | | (83,531) | | | (6,630) | | |
| Fee Related Earnings | | 363,767 | | | 257,782 | | | 105,985 | | |
| Realized Performance Income | | 171,309 | | | 363,132 | | | (191,823) | | |
| Realized Performance Income Compensation | | (109,986) | | | (225,278) | | | 115,292 | | |
| Realized Investment Income | | 461,273 | | | 145,164 | | | 316,109 | | |
| Realized Investment Income Compensation | | (69,191) | | | (17,604) | | | (51,587) | | |
| Asset Management Segment Operating Earnings | | $ | 817,172 | | | $ | 523,196 | | | $ | 293,976 | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
|
| | | | | | | | | | | | |
| OPERATING REVENUES |
| | | | | | | |
| | | Three Months Ended |
| | | March 31, 2020 | | March 31, 2019 | | Change |
| | | ($ in thousands) |
| Operating Revenues | | | | | | |
| Fees and Other, Net | | | | | | |
| Management Fees | | $ | 331,758 |
| | $ | 292,296 |
| | $ | 39,462 |
|
| Transaction Fees | | 98,420 |
| | 186,727 |
| | (88,307 | ) |
| Monitoring Fees | | 31,149 |
| | 25,651 |
| | 5,498 |
|
| Fee Credits | | (35,614 | ) | | (107,416 | ) | | 71,802 |
|
| Total Fees and Other, Net | | 425,713 |
| | 397,258 |
| | 28,455 |
|
| | | | | | | |
| Realized Performance Income (Loss) | | | | | | |
| Carried Interest | | 361,331 |
| | 330,345 |
| | 30,986 |
|
| Incentive Fees | | 10,957 |
| | 19,537 |
| | (8,580 | ) |
| Total Realized Performance Income (Loss) | | 372,288 |
| | 349,882 |
| | 22,406 |
|
| | | | | | | |
| Realized Investment Income (Loss) | | | | | | |
| Net Realized Gains (Losses) | | 6,670 |
| | 44,712 |
| | (38,042 | ) |
| Interest Income and Dividends | | 138,494 |
| | 58,207 |
| | 80,287 |
|
| Total Realized Investment Income (Loss) | | 145,164 |
| | 102,919 |
| | 42,245 |
|
| | | | | | |
|
|
| Total Operating Revenues | | $ | 943,165 |
| | $ | 850,059 |
| | $ | 93,106 |
|
| | | | | | | |
| OPERATING EXPENSES |
| | | | | | | |
| | | Three Months Ended |
| | | March 31, 2020 | | March 31, 2019 | | Change |
| | | ($ in thousands) |
| Operating Expenses | | | | | | |
Compensation and Benefits (1) | | $ | 377,230 |
| | $ | 340,286 |
| | $ | 36,944 |
|
| Occupancy and Related Charges | | 14,114 |
| | 13,957 |
| | 157 |
|
| Other Operating Expenses | | 79,628 |
| | 74,910 |
| | 4,718 |
|
| Total Operating Expenses | | $ | 470,972 |
| | $ | 429,153 |
| | $ | 41,819 |
|
| | | | | | | |
| AFTER-TAX DISTRIBUTABLE EARNINGS |
| | | | | | | |
| | | Three Months Ended |
| | | March 31, 2020 | | March 31, 2019 | | Change |
| | | ($ in thousands) |
| After-tax Distributable Earnings | | | | | |
|
|
| (+) Total Operating Revenues | | $ | 943,165 |
| | $ | 850,059 |
| | $ | 93,106 |
|
| (-) Total Operating Expenses | | 470,972 |
| | 429,153 |
| | 41,819 |
|
| (=) Total Distributable Operating Earnings | | 472,193 |
| | 420,906 |
| | 51,287 |
|
| (-) Interest Expense | | 47,434 |
| | 44,130 |
| | 3,304 |
|
| (-) Preferred Dividends | | 8,341 |
| | 8,341 |
| | — |
|
| (-) Income (Loss) Attributable to Noncontrolling Interests | | 1,089 |
| | 359 |
| | 730 |
|
(-) Income Taxes Paid | | 60,035 |
| | 53,993 |
| | 6,042 |
|
After-tax Distributable Earnings | | $ | 355,294 |
| | $ | 314,083 |
| | $ | 41,211 |
|
| |
(1) | Includes equity-based compensation of $51.0 million and $54.9 million for the three months ended March 31, 2020 and 2019, respectively. |
Operating Revenues
The following sections discuss operating revenues for each of our business lines on a disaggregated basis for the three months ended March 31, 2020 and 2019.
Private Markets Operating Revenues
The following table presents Fees and Other, Net, and Realized Performance Income in the Private Marketsmanagement fees by business line for the three months ended March 31, 20202021 and 2019:2020:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 | | March 31, 2020 | | Change |
| | ($ in thousands) |
| Management Fees | | | | | | |
| Private Markets | | $ | 286,967 | | | $ | 221,075 | | | $ | 65,892 | |
| Public Markets | | 152,773 | | | 114,999 | | | 37,774 | |
| Total Management Fees | | $ | 439,740 | | | $ | 336,074 | | | $ | 103,666 | |
|
| | | | | | | | | | | | |
| | | Three Months Ended |
| | | March 31, 2020 | | March 31, 2019 | | Change |
| | | ($ in thousands) |
| Fees and Other, Net | | | | | | |
| Management Fees | | $ | 217,260 |
| | $ | 183,221 |
| | $ | 34,039 |
|
| Transaction Fees | | 16,868 |
| | 99,017 |
| | (82,149 | ) |
| Monitoring Fees | | 31,149 |
| | 25,651 |
| | 5,498 |
|
| Fee Credits | | (15,479 | ) | | (82,342 | ) | | 66,863 |
|
| Total Fees and Other, Net | | 249,798 |
| | 225,547 |
| | 24,251 |
|
| | | | | | | |
| Realized Performance Income (Loss) | | | | | | |
| Carried Interest | | 325,691 |
| | 330,345 |
| | (4,654 | ) |
| Incentive Fees | | 1,137 |
| | 675 |
| | 462 |
|
| Total Realized Performance Income (Loss) | | $ | 326,828 |
| | $ | 331,020 |
| | $ | (4,192 | ) |
Fees and Other, Net
The increase for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 was primarily due to an increase in management fees and monitoring fees, partially offset by a decrease in transaction fees, net of associated fee credits.
The increase in Private Markets management fees was primarily due to management fees earned from our EuropeanAsian Fund V and Global Impact Fund as a result of new capital raised, and an increase relating to Next Generation Technology Growth Fund IIIV, which entered its investment period inafter the fourthfirst quarter of 2019. This net increase was2020, and Asia Pacific Infrastructure Investors and Asia Real Estate Partners due to additional capital raised. These increases were partially offset by decreasesa decrease in management fees earned from Asian Fund III as it entered its post-investment period in the third quarter of 2020 and now earn fees based on capital invested rather than capital committed and at a lower fee rate.
The increase in Public Markets management fees was primarily attributable to (i) management fees earned from the Insurance Segment during the period February 1, 2021 through March 31, 2021, (ii) the issuance of new CLOs subsequent to March 31, 2020 and (iii) greater overall FPAUM at our direct lending and dislocation opportunities strategies.
Transaction and Monitoring Fees, Net
The following table presents transaction and monitoring fees, net by business line for the three months ended March 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 | | March 31, 2020 | | Change |
| | ($ in thousands) |
| Transaction and Monitoring Fees, Net | | | | | | |
| Private Markets | | $ | 22,462 | | | $ | 18,016 | | | $ | 4,446 | |
| Public Markets | | 1,030 | | | 1,229 | | | (199) | |
| Capital Markets | | 112,185 | | | 60,183 | | | 52,002 | |
| Total Transaction and Monitoring Fees, Net | | $ | 135,677 | | | $ | 79,428 | | | $ | 56,249 | |
Our Capital Markets business line only earns transaction fees that are not shared with fund investors. The increase in transaction fees was primarily due to management fees calculated based on lower levels of invested capital as a result of realizations primarily in our European Fund IV and 2006 Fund.
Recurring monitoring fees increased $5.5 million, which was primarily the result of an increase in the number and average size of monitoringcapital markets transactions for the three months ended March 31, 2021, compared to the three months ended March 31, 2020. Overall, we completed 57 capital markets transactions for the three months ended March 31, 2021, of which 11 represented equity offerings and 46 represented debt offerings, as compared to 43 transactions for the three months ended March 31, 2020, of which 3 represented equity offerings and 40 represented debt offerings. We earned fees earned.in connection with underwriting, syndication and other capital markets services. While each of the capital markets transactions that we undertake in this business line is separately negotiated, our fee rates are generally higher with respect to underwriting or syndicating equity offerings than with respect to debt offerings, and the amount of fees that we earn for similar transactions generally correlates with overall transaction sizes.
Our capital markets fees are generated in connection with our Private Markets and Public Markets business lines as well as from third-party companies. For the three months ended March 31, 2020, we had 57 portfolio companies that2021, approximately 26% of our transaction fees in our Capital Markets business line were paying an average monitoring fee of $0.5 millionearned from unaffiliated third parties as compared with 56 portfolio companies that were paying an average monitoring fee of $0.5 millionto approximately 49% for the three months ended March 31, 2019.2020. Our transaction fees are comprised of fees earned from North America, Europe, and the Asia-Pacific region. For the three months ended March 31, 2020, we received a termination payment2021, approximately 32% of $2.7 million in connection with the initial public offeringour transaction fees were generated outside of Calisen PLC (LSE: CLSN LN). There were no termination paymentsNorth America as compared to approximately 29% for the three months ended March 31, 2019. These termination payments may occur in2020. Our Capital Markets business line is dependent on the future; however, theyoverall capital markets environment, which is influenced by equity prices, credit spreads, and volatility. Our Capital Markets business line does not generate monitoring fees.
Our Private Markets and Public Markets business lines earn transaction and monitoring fees from portfolio companies, and under the terms of the management agreements with certain of our investment funds, we are infrequent in nature and are generally correlatedrequired to share all or a portion of such with the initial public offering and other realization activity in our private equity portfolio, and they are expected to continue to be smaller in size and number compared to prior periods.such fund's investors.
The decreaseincrease in Private Markets transaction and monitoring fees, net was primarily attributable to a decreasean increase in the size and number ofnet transaction fees earned.fees. During the three months ended March 31, 2020,2021, there were 19 transaction fee-generating investments that paid an average fee of $2.0 million compared to 11 transaction fee-generating investments that paid an average fee of $1.5 million compared to 15 transaction fee-generating investments that paid an average fee of $6.6 million during the three months ended March 31, 2019.2020. For the three months ended March 31, 2020,2021, approximately 79%41% of these transaction fees were paid by companies located in North America, 12%36% were paid from companies in the Asia-Pacific region, and 9%23% of these transaction fees were paid from companies located in Europe. Transaction fees vary by investment based upon a number of factors, the most significant of which are transaction size, the particular agreements as to the amount of the fees, the complexity of the transaction, and KKR's role in the transaction. Additionally, transaction fees are generally not earned with respect to energy and real estate investments.
Public Markets transaction and monitoring fees, net remained relatively flat for the three months ended March 31, 2021 compared to the three months ended March 31, 2020.
Fee Related Performance Revenues
The decreasefollowing table presents fee related performance revenues by business line for the three months ended March 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 | | March 31, 2020 | | Change |
| | ($ in thousands) |
| Fee Related Performance Revenues | | | | | | |
| Private Markets | | $ | 1,552 | | | $ | 1,137 | | | $ | 415 | |
| Public Markets | | 8,744 | | | 8,019 | | | 725 | |
| Total Fee Related Performance Revenues | | $ | 10,296 | | | $ | 9,156 | | | $ | 1,140 | |
Fee related performance revenues earned in fee credits is due primarily to a lower level of transactionour Private Markets and Public Markets business lines represent realized incentive fees which are sharedmeasured and received on a recurring basis. These incentive fees are primarily earned from our BDCs and our investment in KREF. The increase was primarily due to a higher level of investment income at these incentive fee earning investment vehicles during the three months ended March 31, 2021 as compared to the prior period.
Fee Related Compensation
The increase in fee related compensation for the three months ended March 31, 2021 compared to the prior period is primarily due to a higher level of compensation recorded in connection with fund investors.the higher level of revenues included within fee related earnings.
Other Operating Expenses
86
The increase in fee related earnings for the three months ended March 31, 2021 compared to the prior period is primarily due to a higher level of management fees and transaction fees, partially offset by a higher level of fee related compensation, as described above.
Realized Performance Income
The following table presents realized carried interestperformance income by investment vehiclebusiness line for the three months ended March 31, 20202021 and 2019:2020:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 | | March 31, 2020 | | Change |
| | ($ in thousands) |
| Realized Performance Income | | | | | | |
| Private Markets | | $ | 166,418 | | | $ | 325,691 | | | $ | (159,273) | |
| Public Markets | | 4,891 | | | 37,441 | | | (32,550) | |
| Total Realized Performance Income | | $ | 171,309 | | | $ | 363,132 | | | $ | (191,823) | |
| | | | | | | | Three Months Ended |
| | Three Months Ended March 31, | | March 31, 2021 | | March 31, 2020 | | Change |
| | 2020 | | 2019 | | ($ in thousands) |
| | ($ in thousands) | |
| Private Markets | | Private Markets | |
| Core Investment Vehicles | | Core Investment Vehicles | | $ | 80,937 | | | $ | 57,484 | | | $ | 23,453 | |
| North America Fund XI | $ | 122,395 |
| | $ | 186,710 |
| North America Fund XI | | 44,881 | | | 122,395 | | | (77,514) | |
| Core Investment Vehicles | 57,484 |
| | 14,449 |
| |
| 2006 Fund | 53,693 |
| | 28,647 |
| 2006 Fund | | 19,960 | | | 53,693 | | | (33,733) | |
| Co-Investment Vehicles and Other | | Co-Investment Vehicles and Other | | 15,533 | | | — | | | 15,533 | |
| Real Estate Partners Europe | | Real Estate Partners Europe | | 3,478 | | | — | | | 3,478 | |
| European Fund III | | European Fund III | | 353 | | | — | | | 353 | |
| Asian Fund III | 46,347 |
| | — |
| Asian Fund III | | — | | | 46,347 | | | (46,347) | |
| Asian Fund II | 20,485 |
| | — |
| Asian Fund II | | — | | | 20,485 | | | (20,485) | |
| Global Infrastructure Investors II | 20,310 |
| | — |
| Global Infrastructure Investors II | | — | | | 20,310 | | | (20,310) | |
| Real Estate Partners Americas | 4,977 |
| | 2,785 |
| Real Estate Partners Americas | | — | | | 4,977 | | | (4,977) | |
| European Fund III | — |
| | 58,505 |
| |
| Co-Investment Vehicles and Other | — |
| | 38,337 |
| |
| Asian Fund | — |
| | 912 |
| |
Total Realized Carried Interest (1) | $ | 325,691 |
| | $ | 330,345 |
| Total Realized Carried Interest (1) | | 165,142 | | | 325,691 | | | (160,549) | |
| | Incentive Fees | | Incentive Fees | | 1,276 | | | — | | | 1,276 | |
| Total Realized Performance Income | | Total Realized Performance Income | | $ | 166,418 | | | $ | 325,691 | | | $ | (159,273) | |
| |
(1) | The above table excludes any funds for which there was no realized carried interest during both of the periods presented. |
(1)The above table excludes any funds for which there was no realized carried interest during both of the periods presented.
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 | | March 31, 2020 | | Change |
| | ($ in thousands) |
| Public Markets | | | | | | |
| Mezzanine Partners | | $ | — | | | $ | 9,900 | | | $ | (9,900) | |
| Other Alternative Credit Vehicles | | — | | | 25,740 | | | (25,740) | |
Total Realized Carried Interest (1) | | — | | | 35,640 | | | (35,640) | |
| | | | | | |
| Incentive Fees | | 4,891 | | | 1,801 | | | 3,090 | |
| Total Realized Performance Income | | $ | 4,891 | | | $ | 37,441 | | | $ | (32,550) | |
(1)The above table excludes any funds for which there was no realized carried interest during both of the periods presented.
Realized performance income includes (i) realized carried interest from our carry earning funds and (ii) incentive fees not included in Fee Related Performance Revenues.
Realized carried interest in our Private Markets business line for the three months ended March 31, 2021 consisted primarily of (i) realized performance income from our core investment vehicles, (ii) dividends received from our investment in Internet Brands, Inc. (technology sector) and (iii) realized gains from the partial sale of our investments in BridgeBio Pharma, Inc. and Academy Sports & Outdoors Inc. (NASDAQ: ASO).
Realized carried interest in our Private Markets business line for the three months ended March 31, 2020 consisted primarily of realized gains from the final strategic sales of Privilege Underwriters, Inc. (financial services sector) and KCF Technologies Inc.Ltd. (industrial sector), realized performance income from our core investment vehicles, and dividends received from our investment in Fiserv, Inc.
During the three months ended March 31, 2021, there was no realized carried interest earned in our Public Markets business line. Realized carried interest was recognized at certain of our alternative credit strategy funds during the three months ended March 31, 2020.
Realized Performance Income Compensation
The decrease in realized performance income compensation for the three months ended March 31, 2019 consisted2021 compared to the prior period is primarily due to a lower level of compensation recorded in connection with the lower level of realized gains from the sale of Sedgwick Claims Management Services, Inc. and the partial sales of United Group B.V. (telecom sector) and GoDaddy Inc. (NYSE:GDDY).performance income.
Public Markets Operating RevenuesRealized Investment Income
The following table presents Fees and Other, Net, and Realized Performance Incomerealized investment income in the Public Markets business line for the three months ended March 31, 2020 and 2019:
|
| | | | | | | | | | | | |
| | | Three Months Ended |
| | | March 31, 2020 | | March 31, 2019 | | Change |
| | | ($ in thousands) |
| Fees and Other, Net | | | | | | |
| Management Fees | | $ | 114,498 |
| | $ | 109,075 |
| | $ | 5,423 |
|
| Transaction Fees | | 21,369 |
| | 27,456 |
| | (6,087 | ) |
| Fee Credits | | (20,135 | ) | | (25,074 | ) | | 4,939 |
|
| Total Fees and Other, Net | | 115,732 |
| | 111,457 |
| | 4,275 |
|
| | | | | | | |
| Realized Performance Income (Loss) | | | | | | |
| Carried Interest | | 35,640 |
| | — |
| | 35,640 |
|
| Incentive Fees | | 9,820 |
| | 18,862 |
| | (9,042 | ) |
| Total Realized Performance Income (Loss) | | $ | 45,460 |
| | $ | 18,862 |
| | $ | 26,598 |
|
Fees and Other, Net
The increase for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to an increase in management fees, partially offset by a decrease in transaction fees, net of associated fee credits.
The increase in management fees was primarily due to an increase in fees earned from our CLOs and other alternative credit strategies, primarily as a result of greater overall FPAUM.
The decrease in transaction fees was primarily attributable to a decrease in the average size of transaction fees earned during the period. During the three months ended March 31, 2020, there were 11 transaction fee generating investments that paid an average fee of $1.9 million, compared to 11 transaction fee generating investments that paid an average fee of $2.5 million during the three months ended March 31, 2019.
Realized Performance Income
The net increase for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily attributable to realized carried interest earned in certain of our alternative credit strategy funds, partially offset by lower incentive fees received from BDCs advised by FS/KKR Advisor.
Capital Markets Operating Revenues
The following table presents Transaction Fees in the Capital Markets business line for the three months ended March 31, 2020 and 2019:
|
| | | | | | | | | | | | |
| | | Three Months Ended |
| | | March 31, 2020 | | March 31, 2019 | | Change |
| | | ($ in thousands) |
| Transaction Fees | | $ | 60,183 |
| | $ | 60,254 |
| | $ | (71 | ) |
| | | | | | | |
Transaction fees remained relatively flat for the three months ended March 31, 2020, compared to the three months ended March 31, 2019. Overall, we completed 43 capital markets transactions for the three months ended March 31, 2020, of which 3 represented equity offerings and 40 represented debt offerings, as compared to 41 transactions for the three months ended March 31, 2019, of which 6 represented equity offerings and 35 represented debt offerings. We earned fees in connection with underwriting, syndication and other capital markets services. While each of the capital markets transactions that we undertake in this business line is separately negotiated, our fee rates are generally higher with respect to underwriting or syndicating equity offerings than with respect to debt offerings, and the amount of fees that we earn for similar transactions generally correlates with overall transaction sizes. Our capital markets fees are generated in connection with our Private Markets and Public Markets business lines as well as from third-party companies. For the three months ended March 31, 2020, approximately 49% of our transaction fees were earned from unaffiliated third parties as compared to approximately 56% for the three months ended March 31, 2019. Our transaction fees are comprised of fees earned from North America, Europe, and the Asia-Pacific region. For the three months ended March 31, 2020, approximately 29% of our transaction fees were generated outside of North America as compared to approximately 30% for the three months ended March 31, 2019. Our Capital Markets business line is dependent on the overall capital markets environment, which is influenced by equity prices, credit spreads, and volatility. Our Capital Markets business line does not generate management or monitoring fees.
Principal Activities Operating Revenues
The following table presents Realized Investment Income in the Principal Activities business line for the three months ended March 31, 20202021 and 2019:2020:
|
| | | | | | | | | | | | |
| | | Three Months Ended |
| | | March 31, 2020 | | March 31, 2019 | | Change |
| | | ($ in thousands) |
| Realized Investment Income (Loss) | | | | | | |
| Net Realized Gains (Losses) | | $ | 6,670 |
| | $ | 44,712 |
| | $ | (38,042 | ) |
| Interest Income and Dividends | | 138,494 |
| | 58,207 |
| | 80,287 |
|
| Total Realized Investment Income (Loss) | | $ | 145,164 |
| | $ | 102,919 |
| | $ | 42,245 |
|
Realized Investment Income | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 | | March 31, 2020 | | Change |
| | ($ in thousands) |
| Realized Investment Income | | | | | | |
| Net Realized Gains (Losses) | | $ | 373,120 | | | $ | 6,670 | | | $ | 366,450 | |
| Interest Income and Dividends | | 88,153 | | | 138,494 | | | (50,341) | |
| Total Realized Investment Income | | $ | 461,273 | | | $ | 145,164 | | | $ | 316,109 | |
The increase in realized investment income is primarily due to an increase in interest income and dividends, partially offset by a decreasedhigher level of net realized gains, duringpartially offset by a decrease in interest income and dividends. The amount of realized investment income depends on the three months ended March 31, 2020 comparedtransaction activity of our funds and balance sheet, which can vary from period to the three months ended March 31, 2019.period.
For the three months ended March 31, 2020, interest income and dividends2021, net realized gains were comprised of (i) $62.5 millionrealized gains primarily from the partial sales of dividend income from our Private Markets investments in FanDuel and BridgeBio Pharma Inc. Partially offsetting these realized gains were realized losses, the most significant of which was a realized loss on the sale of an investment in Fiserv, Inc. and $38.9 million of dividend income from distributions received primarily through our real estate investments including our investment in KKR Real Estate Finance Trust Inc. ("KREF"), a NYSE-listed real estate investment trust, and (ii) $37.1 million of interest income which consists primarily of interest that is received from our Public Markets investments including CLOs and other credit investments and to a lesser extent our cash balances and investments held at our India debt finance company. See "—Analysis of Non-GAAPOperating Results—Non-GAAP Balance Sheet Measures."special situations funds.
For the three months ended March 31, 2019, interest income and dividends were comprised of (i) $42.3 million of interest income which consists primarily of interest that is received from our Public Markets investments including CLOs and other credit investments and to a lesser extent investments held at our India debt financing company and our cash balances and (ii) $15.9 million of dividend income from distributions received primarily through our energy investments and real estate investments including our investment in KREF.
For the three months ended March 31, 2020, net realized gains were comprised of realized gains primarily from the sale of our Private Markets investments including the final sales of KCF Technologies, Inc. and Privilege Underwriters, Inc. Partially offsetting these realized gains were realized losses, the most significant of which was a realized loss on the sale of our investment in General Healthcare Group (healthcare sector).
For the three months ended March 31, 2019, net realized gains2021, interest income and dividends were comprised primarily of gains(i) $44.5 million of dividend income primarily from the sale of our Private Markets investments in Internet Brands, Inc. and US Foods Holding Corp. as well as distributions received from our real estate investments including the saleour investment in KREF and (ii) $43.7 million of interest income primarily from our Public Markets investments in Sedgwick Claims Management Services, Inc., United Group B.V. and Cylance, Inc. (technology sector).CLOs.
Subsequent to For the three months ended March 31, 2020, weinterest income and dividends were comprised primarily of (i) $62.5 million of dividend income from our investment in Fiserv, Inc. and $38.9 million of dividend income from distributions received primarily through our real estate investments including our investment in KREF and (ii) $37.1 million of interest income which consists primarily of interest that is received from our Public Markets investments including CLOs and other credit investments and to a lesser extent our cash balances and investments held at our India debt finance company. See "—Analysis of Non-GAAP Performance Measures—Non-GAAP Balance Sheet Measures."
We expect realized performance income and realized investment income to be greater than $700 million in the second quarter of 2021 relating to realized carried interest and realized investment income from completed, or signed and expectexpected to complete,be completed sales, partial sales or secondary sales subsequent to March 31, 2021 with respect to certain private equity portfolio companies and other investments that, if and when completed, are expected to result in realized performance income and realized investment income in excess of $400 million.investments. Some of these transactions are not complete, and are subject to the satisfaction of closing conditions, including but not limited to regulatory approvals; there can be no assurance if or when any of these transactions will be completed.
On Following the acquisition of KKR Capstone on January 1, 2020, KKR Capstone was acquired by KKR and became a wholly-owned subsidiary of KKR. For GAAP purposes, KKR Capstone was consolidated prior to January 1, 2020 and as such the fees and expenses attributable to KKR Capstone were included in KKR's consolidated revenues and expenses. Additionally, prior to January 1, 2020, KKR excluded the results of KKR Capstone from KKR's non-GAAP financial measures since KKR presents these financial measures prior to giving effect to the consolidation of certain entities that are not legal subsidiaries of KKR.
Following this acquisition, KKR's after-tax distributable earnings includes the net income (loss) from KKR Capstone within realized investment income (loss). This treatment is consistent with periods prior to the acquisition of KKR Capstone, when KKR excluded KKR Capstone from KKR's non-GAAP financial measures even though KKR Capstone was consolidated KKR's financial statements prepared in accordance with GAAP. For the quarter ended March 31, 2020,2021, total fees attributable to KKR Capstone were $20.9$20.1 million and total expenses attributable to KKR Capstone were $17.8
$18.9 million. For KKR Capstone-related adjustments in reconciling operatingAsset Management segment revenues and operating expenses to GAAP revenues and expenses, respectively, see "—Analysis of Non-GAAP Balance SheetPerformance Measures—Reconciliations to GAAP Measures".
Operating Expenses
Realized Investment Income Compensation and Benefits
The increase in realized investment income compensation for the three months ended March 31, 2020 compared to the prior period was due primarily to higher compensation recorded in connection with higher total operating revenues, partially offset by lower equity-based compensation charges resulting from a decrease in the weighted average number of unvested shares outstanding.
Occupancy and Other Operating Expenses
The increase for the three months ended March 31, 20202021 compared to the prior period is primarily due to a higher level of professional fees and other administrative costscompensation recorded in connection with the growth of the firm, as well as a higher level of expenses that are creditablerealized investment income.
Other Operating and Performance Measures
The following table presents certain key operating and performance metrics as of March 31, 2021 and December 31, 2020:
| | | | | | | | | | | | | | | | | | | | |
| | As of |
| | March 31, 2021 | | December 31, 2020 | | Change |
| | ($ in thousands) |
| Assets Under Management | | $ | 367,453,400 | | | $ | 251,679,200 | | | $ | 115,774,200 | |
| Fee Paying Assets Under Management | | $ | 288,440,500 | | | $ | 186,217,000 | | | $ | 102,223,500 | |
| Uncalled Commitments | | $ | 68,988,300 | | | $ | 66,960,000 | | | $ | 2,028,300 | |
The following table presents one of our key performance metrics for the three months ended March 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2021 | | March 31, 2020 | | Change |
| | ($ in thousands) |
| Capital Invested | | $ | 6,891,600 | | | $ | 5,076,100 | | | $ | 1,815,500 | |
Assets Under Management
Private Markets
The following table reflects the changes in our Private Markets AUM from December 31, 2020 to March 31, 2021:
| | | | | |
| ($ in thousands) |
| December 31, 2020 | $ | 148,689,300 | |
| New Capital Raised | 7,090,400 | |
| Impact of Global Atlantic | 12,012,400 | |
| Distributions and Other | (2,344,500) | |
| Change in Value | 12,283,500 | |
| March 31, 2021 | $ | 177,731,100 | |
AUM for the Private Markets business line was $177.7 billion at March 31, 2021, an increase of $29.0 billion, compared to $148.7 billion at December 31, 2020.
The increase was primarily attributable to (i) assets we now manage under our investment funds,management agreements with Global Atlantic's insurance companies, (ii) capital raised from our first special purpose acquisition company (SPAC), KKR Acquisition Holdings I, which had an initial public offering, (iii) new capital raised in particularour Health Care Strategic Growth Fund II, Diversified Core Infrastructure Investors, Real Estate Partners Americas III, and Asian Fund IV, and (iv) an increase in value of our Private Markets portfolio. These increases were partially offset by distributions to fund investors, primarily as a higher levelresult of broken-deal expenses. realizations, most notably in Americas Fund XII, Asian Fund II, North America Fund XI and 2006 Fund.
The levelincrease in the value of broken-deal expenses can vary significantly periodour Private Markets portfolio was driven primarily by net gains of $5.9 billion in Americas Fund XII, $1.3 billion in Asian Fund III, $$0.9 billion in North America Fund XI, $0.7 billion in our core investment strategy, and $0.6 billion in Next Generation Technology Growth Fund.
For the three months ended March 31, 2021, the value of our private equity investment portfolio increased 19%. This was comprised of a 21% increase in value of our privately held investments and a 10% increase in share prices of various publicly held or publicly indexed investments. See "—Business Environment" for more details on the potential adverse effects of COVID-19 on our business, financial performance, operating results and valuations.
The most significant increase in value of our privately held investments related to period based uponAppLovin Corporation (technology sector), OneStream Software, LLC (technology sector), and OutSystems Holdings S.A. These increases in value were partially offset by decreases in value relating primarily to Colonial Enterprises, Inc. (infrastructure), Goodpack Limited (packaging sector), and Channel Control Merchants (retail sector). The increased valuations of individual companies in our privately held investments, in the aggregate, generally related to (i) individual company performance and (ii) an increase in the value of market comparables and (iii) transactional activity in the quarter related to new rounds of funding. The decreased valuations of individual companies in our privately held investments, in the aggregate, generally related to (i) an unfavorable business outlook and (ii) a numberdecrease in the value of factors,market comparables, both influenced from the impact of COVID-19 on the economic outlook and overall market environment.
The most significant increases in share prices of various publicly held or publicly indexed investments were increases in Max Healthcare Institute Limited (NSE: MAXHEALTH), Fiserv, Inc. and Academy Sports & Outdoor Inc. These increases were partially offset by decreases in share prices of various publicly held investments, the most significant of which are the numberwere decreases in BridgeBio Pharma, Inc. and Laureate Education, Inc. (NASDAQ: LAUR).
of potential investments being pursued for our investment funds, the size and complexity of investments being pursued and the number of investment funds currently in their investment period.
Other Components of After-tax Distributable Earnings
Interest Expense
For the three months ended March 31, 2020, the value of our private equity investment portfolio decreased 12%. This was comprised of an 8% decrease in value of our privately held investments and 2019,a 24% decrease in share prices of various publicly held or publicly indexed investments. Additionally, our infrastructure investment portfolio, which is comprised predominately of privately held investments, increased 6%.
The most significant decreases in value of our privately held investments related to Magneti Marelli S.p.A. (industrial sector), Envision Healthcare Corporation (healthcare sector) and Travelopia (services sector). These decreases in value on our privately held investments were partially offset by increases in value relating primarily to Deutsche Glasfaser (telecom sector), AppLovin Corporation and AlphaTheta Corporation (technology sector). The decreased valuations of individual companies in our privately held investments, in the aggregate, generally related to (i) an unfavorable business outlook and (ii) a decrease in the value of market comparables, both influenced from the impact of COVID-19 on the economic outlook and overall market environment. The increased valuations of individual companies in our privately held investments, in the aggregate, generally related to individual company performance, and with respect to Deutsche Glasfaser and AlphaTheta Corporation, increases in valuation reflecting agreements to exit these investments.
The most significant decreases in share prices of various publicly held or publicly indexed investments were decreases in Fiserv, Inc., Ingersoll Rand Inc. (NYSE: IR), and Laureate Education, Inc.
Certain investments included in our AUM are denominated in currencies other than the U.S. dollar. Those investments expose our AUM to the risk that the value of the investments will be affected by changes in exchange rates between the currency in which the investments are denominated and the currency in which the investments are made. We generally seek to reduce these risks by employing hedging transactions in connection with certain investments, including using foreign currency options and foreign exchange forward contracts to reduce exposure to changes in exchange rates when a meaningful amount of capital has been invested in currencies other than the currencies in which the investments are denominated. We do not, however, hedge our currency exposure in all currencies or for all investments. See "Quantitative and Qualitative Disclosures about Market Risk—Exchange Rate Risk" and "Risk Factors—Risks Related to the Assets We Manage—We make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States" in our Annual Report.
Public Markets
The following table reflects the changes in our Public Markets AUM from December 31, 2020 to March 31, 2021:
| | | | | |
| ($ in thousands) |
| December 31, 2020 | $ | 102,989,900 | |
| New Capital Raised | 7,474,200 | |
| |
| |
| Impact of Global Atlantic | 85,490,800 | |
| Distributions and Other | (2,601,000) | |
| Redemptions | (3,728,700) | |
| Change in Value | 97,100 | |
| March 31, 2021 | $ | 189,722,300 | |
| |
| |
| |
AUM in our Public Markets business line totaled $189.7 billion at March 31, 2021, an increase of $86.7 billion compared to $103.0 billion at December 31, 2020.
The increase was primarily attributable to (i) assets we now manage under our investment management agreements with Global Atlantic's insurance companies and (ii) new capital raised across multiple strategies, most notably $1.6 billion in CLOs, and $1.0 billion in our hedge fund partnerships. Partially offsetting these increases were redemptions, primarily in our hedge fund partnerships and certain leveraged credit strategies and distributions to our fund investors. See "—Business Environment" for more details on the potential adverse effects of COVID-19 on our business, financial performance, operating results and valuations.
Fee Paying Assets Under Management
Private Markets
The following table reflects the changes in our Private Markets FPAUM from December 31, 2020 to March 31, 2021:
| | | | | |
| ($ in thousands) |
| December 31, 2020 | $ | 94,195,900 | |
| New Capital Raised | 4,293,400 | |
| Impact of Global Atlantic | 12,012,400 | |
| Distributions and Other | (1,121,100) | |
| |
| Change in Value | (347,500) | |
| March 31, 2021 | $ | 109,033,100 | |
FPAUM in our Private Markets business line was $109.0 billion at March 31, 2021, an increase of $14.8 billion, compared to $94.2 billion at December 31, 2020.
The increase was primarily attributable to (i) assets we now manage under our investment management agreements with Global Atlantic and (ii) new capital raised of $1.0 billion in Real Estate Partners Americas III, $0.9 billion in Asian Fund IV, and $0.3 billion in Diversified Core Infrastructure Investors. These increases were partially offset by distributions to our fund investors from realizations in our real assets funds, 2006 Fund, and Asian Fund II.
Uncalled capital commitments from Private Markets investment funds from which KKR is currently not earning management fees amounted to approximately $13.5 billion at March 31, 2021, which includes capital commitments reserved for follow-on investments for funds that have completed their investment periods. This capital will generally begin to earn management fees upon deployment of the capital or upon the commencement of the fund's investment period. The average annual management fee rate associated with this capital is approximately 1.2%. We will not begin earning fees on this capital until it is deployed or the related investment period commences, neither of which is guaranteed to occur. If and when such management fees are earned, which will occur over an extended period of time, a portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion of any new management fees earned.
Public Markets
The following table reflects the changes in our Public Markets FPAUM from December 31, 2020 to March 31, 2021:
| | | | | |
| ($ in thousands) |
| December 31, 2020 | $ | 92,021,100 | |
| New Capital Raised | 7,649,200 | |
| |
| |
| Impact of Global Atlantic | 85,490,800 | |
| Distributions and Other | (3,071,700) | |
| Redemptions | (2,131,300) | |
| Change in Value | (550,700) | |
| March 31, 2021 | $ | 179,407,400 | |
| |
| |
| |
FPAUM in our Public Markets business line was $179.4 billion at March 31, 2021, an increase of $87.4 billion, compared to $92.0 billion at December 31, 2020.
The increase was primarily attributable to (i) assets we now manage under our investment management agreements with Global Atlantic's insurance companies and (ii) new capital raised across multiple strategies, most notably $1.6 billion in CLOs, and $1.0 billion in both our hedge fund partnerships and alternative credit strategies. Partially offsetting these increases were distributions to fund investors and redemptions primarily in our hedge fund partnerships and certain leveraged credit strategies. See "—Business Environment" for more details on the potential adverse effects of COVID-19 on our business, financial performance, operating results and valuations.
Uncalled capital commitments from Public Markets investment funds from which KKR is currently not earning management fees amounted to approximately $6.8 billion at March 31, 2021. This capital will generally begin to earn management fees upon deployment of the capital or upon the commencement of the fund's investment period. The average annual management fee rate associated with this capital is approximately 0.8%. We will not begin earning fees on this capital until it is deployed or the related investment period commences, neither of which is guaranteed to occur. If and when such management fees are earned, which will occur over an extended period of time, a portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion of any new management fees earned.
Uncalled Commitments
Private Markets
As of March 31, 2021, our Private Markets business line had $58.9 billion of remaining uncalled capital commitments that could be called for investments in new transactions as compared to $56.6 billion as of December 31, 2020. The increase was primarily attributable to new capital raised, which was partially offset by capital called from fund investors to make investments during the period.
Public Markets
As of March 31, 2021, our Public Markets business line had $10.1 billion of remaining uncalled capital commitments that could be called for investments in new transactions, as compared to $10.3 billion as of December 31, 2020. The decrease was primarily attributable to capital called from fund investors to make investments during the period, which was partially offset by new capital raised in various alternative credit strategies.
Capital Invested
Private Markets Capital Invested
For the three months ended March 31, 2021, Private Markets had $4.0 billion of capital invested as compared to $1.4 billion for the three months ended March 31, 2020. The increase was driven primarily by a $1.5 billion increase in capital invested in our real assets strategies and a $1.1 billion increase in capital invested in our private equity strategies (including core, growth equity, and impact investments). Generally, the portfolio companies acquired through our private equity funds have higher transaction values and result in higher capital invested relative to transactions in our real assets funds. The number of large private equity investments made in any quarter is volatile and consequently, a significant amount of capital invested in one quarter or a few quarters may not be indicative of a similar level of capital deployment in future quarters. During the three
months ended March 31, 2021, 72% of capital deployed in private equity, which includes core, growth equity, and impact investments, was in transactions in North America and 28% was in the Asia-Pacific region.
Public Markets Capital Invested
For the three months ended March 31, 2021, Public Markets had $2.9 billion of capital invested as compared to $3.6 billion for the three months ended March 31, 2020. The decrease was primarily due to a lower level of capital deployed in our direct lending strategies, partially offset by a higher level of capital deployed in our dislocation opportunities strategies. During the three months ended March 31, 2021, 86% of capital deployed was in transactions in North America and 14% of capital deployed was in Europe.
Analysis of Insurance Segment Operating Results
The following tables set forth information regarding KKR's insurance segment operating results and certain key operating metrics as of and for the three months ended March 31, 2021:
| | | | | | | | | | | | | |
| |
| | | | | | | |
| | Three Months Ended | |
| | March 31, 2021 | | | | | |
| ($ in thousands) | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net Investment Income | | $ | 445,898 | | | | | | |
| Net Cost of Insurance | | (250,219) | | | | | | |
| General, Administrative and Other | | (75,489) | | | | | | |
| Pre-tax Insurance Operating Earnings | | 120,190 | | | | | | |
| Income Taxes | | (16,626) | | | | | | |
| Net Income Attributable to Noncontrolling Interest | | (40,299) | | | | | | |
| Insurance Segment Operating Earnings | | $ | 63,265 | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Insurance segment operating earnings
Insurance segment operating earnings is driven by net investment income, general and administrative expenses, taxes and adjusted net cost of insurance.
Certain fees paid to Global Atlantic by reinsurance investment vehicles are reported in the Asset Management segment.
Net investment income
Net investment income was primarily driven by insurance segment investments and the effective book yield (as determined, in part, by the allocated fair value of the investment portfolio as of the closing date of the GA Acquisition). Average insurance segment investments are driven by inflows of assets from the individual markets and institutional channels. The impact of higher asset balances was impacted by lower income primarily due (i) to the negative impact of higher than usual average cash and cash equivalent balances as a result of new reinsurance transactions closing during the three month period ending March 31, 2021 pending reinvestment, and (ii) net investment expenses.
Net cost of insurance
Net cost of insurance was driven primarily by stable liability performance across in-force and new business offset by favorable adjustments to reserves and policy acquisition costs resulting from higher reserves and insurance intangibles established as part of the purchase accounting for the Global Atlantic acquisition.
General, administrative and other expenses
General and administrative expenses are driven by (i) employee compensation and benefits related expenses, (ii) policy servicing fees, and (iii) technology-related charges.
Income taxes
Insurance segment income tax expense reflects the annual estimated effective tax rate for the insurance segment on an operating basis.
Net Income attributable to non-controlling interests
Income attributable to non-controlling interests represent the portion of the insurance segment adjusted operating earnings held by rollover and co-investors in Global Atlantic.
Analysis of Non-GAAP Performance Measures
The following is a discussion of our Non-GAAP performance measures for the three months ended March 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | Three Months Ended | |
| | March 31, 2021 | | March 31, 2020 | | Change | |
| | ($ in thousands) | |
| Asset Management Segment Operating Earnings | | $ | 817,172 | | | $ | 523,196 | | | $ | 293,976 | | |
| Insurance Segment Operating Earnings | | 63,265 | | | — | | | 63,265 | | |
| Distributable Operating Earnings | | 880,437 | | | 523,196 | | | 357,241 | | |
| | | | | | | |
| Interest Expense | | (57,545) | | | (47,434) | | | (10,111) | | |
| Preferred Dividends | | (8,341) | | | (8,341) | | | — | | |
| Net Income Attributable to Noncontrolling Interests | | (3,192) | | | (1,089) | | | (2,103) | | |
| Income Taxes Paid | | (151,120) | | | (60,035) | | | (91,085) | | |
| After-tax Distributable Earnings | | $ | 660,239 | | | $ | 406,297 | | | $ | 253,942 | | |
| | | | | | | |
Distributable Operating Earnings
The increase in distributable operating earnings for the three months ended March 31, 2021 compared to the prior period is primarily due to a higher level of Asset Management segment operating earnings and the addition of our Insurance segment operating earnings, in connection with the Global Atlantic acquisition. For a discussion of the Asset Management and Insurance segment operating earnings, see "—Analysis of Asset Management Segment Operating Results and Analysis of Insurance Segment Operating Results."
Interest Expense
For the three months ended March 31, 2021 and 2020, interest expense relates primarily to the senior notes outstanding for KKR and KFN.
The increase in interest expense for the three months ended March 31, 20202021 compared to the prior period is due primarily to new senior note issuances including: (i) the issuance of $500$250 million aggregate principal amount of 3.750%$3.750% Senior Notes due 2029 the issuance of the €650and (iii) $750 million aggregate principal amount of 1.625% Senior Notes due 2029, and the issuance of the $500 million aggregate principal amount of 3.625%3.500% Senior Notes due 2050 subsequent to March 31, 2019 and (ii) a higher level of borrowings in our Capital Markets business line. These increases were partially offset by the redemption of our $500 million aggregate principal amount of 6.375% Senior Notes due 2020 in the third quarter of 2019.2020.
Income Taxes Paid
The increase in income taxes paid is primarily due to a higher level of total distributable operating earnings.
After-tax Distributable Earnings
The increase in after-tax distributable earnings for the three months ended March 31, 2020 compared to the prior period was due primarily to a higher level of realized investment income, management fees, and realized performance income. These increases were partially offset by an increase in compensation and benefits expense and a decrease in transaction fees, net of associated fee credits, in the current period compared to the prior period.
Other Operating and Performance Measures
The following table presents certain key operating and performance metrics as of March 31, 2020 and December 31, 2019:
|
| | | | | | | | | | | | |
| | | As of |
| | | March 31, 2020 | | December 31, 2019 | | Change |
| | | ($ in thousands) |
| Assets Under Management | | $ | 207,076,900 |
| | $ | 218,355,100 |
| | $ | (11,278,200 | ) |
| Fee Paying Assets Under Management | | $ | 159,056,200 |
| | $ | 161,209,800 |
| | $ | (2,153,600 | ) |
| Uncalled Commitments | | $ | 58,194,100 |
| | $ | 56,920,600 |
| | $ | 1,273,500 |
|
The following table presents one of our key performance metrics for the three months ended March 31, 2020 and 2019:
|
| | | | | | | | | | | | |
| | | Three Months Ended |
| | | March 31, 2020 | | March 31, 2019 | | Change |
| | | ($ in thousands) |
| Capital Invested and Syndicated Capital | | $ | 5,162,100 |
| | $ | 5,825,000 |
| | $ | (662,900 | ) |
Fee Paying Assets Under Management
Private Markets
The following table reflects the changes in our Private Markets AUMFPAUM from December 31, 20192020 to March 31, 2020:2021:
| | | | | |
| ($ in thousands) |
| December 31, 2020 | $ | 94,195,900 | |
| New Capital Raised | 4,293,400 | |
| Impact of Global Atlantic | 12,012,400 | |
| Distributions and Other | (1,121,100) | |
| |
| Change in Value | (347,500) | |
| March 31, 2021 | $ | 109,033,100 | |
|
| | | |
| | ($ in thousands) |
| December 31, 2019 | $ | 119,274,700 |
|
| New Capital Raised | 4,182,000 |
|
| Distributions and Other | (2,895,700 | ) |
| Change in Value | (6,449,000 | ) |
| March 31, 2020 | $ | 114,112,000 |
|
AUM for theFPAUM in our Private Markets business line was $114.1$109.0 billion at March 31, 2020, a decrease2021, an increase of $5.2$14.8 billion, compared to $119.3$94.2 billion at December 31, 2019.2020.
The decreaseincrease was primarily attributable to a decrease in the value of(i) assets we now manage under our Private Markets portfolioinvestment management agreements with Global Atlantic and to a lesser extent, distributions to Private Markets fund investors, primarily as a result of realizations, most notably in North America Fund XI, 2006 Fund, Asian Fund III and Global Infrastructure Investors II. These decreases were partially offset by(ii) new capital raised primarilyof $1.0 billion in Asian Fund IV, Property Partners Americas, Asia Pacific Infrastructure Investors and Real Estate Partners Europe II.
The decrease in the value of our Private Markets portfolio was driven primarily by net losses of $1.3 billion in both North America Fund XI and 2006 Fund,Americas III, $0.9 billion in Asian Fund IIIV, and $0.5$0.3 billion in Energy IncomeDiversified Core Infrastructure Investors. These increases were partially offset by distributions to our fund investors from realizations in our real assets funds, 2006 Fund, and Growth Fund.Asian Fund II.
Uncalled capital commitments from Private Markets investment funds from which KKR is currently not earning management fees amounted to approximately $13.5 billion at March 31, 2021, which includes capital commitments reserved for follow-on investments for funds that have completed their investment periods. This capital will generally begin to earn management fees upon deployment of the capital or upon the commencement of the fund's investment period. The average annual management fee rate associated with this capital is approximately 1.2%. We will not begin earning fees on this capital until it is deployed or the related investment period commences, neither of which is guaranteed to occur. If and when such management fees are earned, which will occur over an extended period of time, a portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion of any new management fees earned.
Public Markets
The following table reflects the changes in our Public Markets FPAUM from December 31, 2020 to March 31, 2021:
| | | | | |
| ($ in thousands) |
| December 31, 2020 | $ | 92,021,100 | |
| New Capital Raised | 7,649,200 | |
| |
| |
| Impact of Global Atlantic | 85,490,800 | |
| Distributions and Other | (3,071,700) | |
| Redemptions | (2,131,300) | |
| Change in Value | (550,700) | |
| March 31, 2021 | $ | 179,407,400 | |
| |
| |
| |
FPAUM in our Public Markets business line was $179.4 billion at March 31, 2021, an increase of $87.4 billion, compared to $92.0 billion at December 31, 2020.
The increase was primarily attributable to (i) assets we now manage under our investment management agreements with Global Atlantic's insurance companies and (ii) new capital raised across multiple strategies, most notably $1.6 billion in CLOs, and $1.0 billion in both our hedge fund partnerships and alternative credit strategies. Partially offsetting these net lossesincreases were net gains of $0.6 billiondistributions to fund investors and redemptions primarily in Global Infrastructure Investors II.
For the three months ended March 31, 2020, the value of our private equity investment portfolio decreased 12.1%. This was comprised of an 8.2% decrease in value of our privately held investmentshedge fund partnerships and a 23.5% decrease in share prices of various publicly held or publicly indexed investments. Additionally, our infrastructure investment portfolio, which is comprised predominately of privately held investments, increased 6.4%.certain leveraged credit strategies. See "—Business Environment" for more details on the potential adverse effects of COVID-19 on our business, financial performance, operating results and valuations.
Uncalled capital commitments from Public Markets investment funds from which KKR is currently not earning management fees amounted to approximately $6.8 billion at March 31, 2021. This capital will generally begin to earn management fees upon deployment of the capital or upon the commencement of the fund's investment period. The most significant decreasesaverage annual management fee rate associated with this capital is approximately 0.8%. We will not begin earning fees on this capital until it is deployed or the related investment period commences, neither of which is guaranteed to occur. If and when such management fees are earned, which will occur over an extended period of time, a portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion of any new management fees earned.
Uncalled Commitments
Private Markets
As of March 31, 2021, our Private Markets business line had $58.9 billion of remaining uncalled capital commitments that could be called for investments in valuenew transactions as compared to $56.6 billion as of our privately held investments relatedDecember 31, 2020. The increase was primarily attributable to Magneti Marelli S.p.A. (industrial sector), Envision Healthcare (healthcare sector) and Travelopia (services sector). These decreases in value on our privately held investments werenew capital raised, which was partially offset by increasescapital called from fund investors to make investments during the period.
Public Markets
As of March 31, 2021, our Public Markets business line had $10.1 billion of remaining uncalled capital commitments that could be called for investments in value relatingnew transactions, as compared to $10.3 billion as of December 31, 2020. The decrease was primarily attributable to Deutsche Glasfaser (telecom sector), AppLovin Corporation (technology sector) and AlphaTheta Corporation (technology sector).capital called from fund investors to make investments during the period, which was partially offset by new capital raised in various alternative credit strategies.
Capital Invested
Private Markets Capital Invested
For the three months ended March 31, 2021, Private Markets had $4.0 billion of capital invested as compared to $1.4 billion for the three months ended March 31, 2020. The decreased valuations of individual companiesincrease was driven primarily by a $1.5 billion increase in capital invested in our privately heldreal assets strategies and a $1.1 billion increase in capital invested in our private equity strategies (including core, growth equity, and impact investments). Generally, the portfolio companies acquired through our private equity funds have higher transaction values and result in higher capital invested relative to transactions in our real assets funds. The number of large private equity investments made in any quarter is volatile and consequently, a significant amount of capital invested in one quarter or a few quarters may not be indicative of a similar level of capital deployment in future quarters. During the three
months ended March 31, 2021, 72% of capital deployed in private equity, which includes core, growth equity, and impact investments, was in transactions in North America and 28% was in the aggregate, generally related to (i) an unfavorable business outlook and (ii) a decrease in the value of market comparables, both influenced from the impact of COVID-19 on the economic outlook and overall market environment. The increased valuations of individual companies in our privately held investments, in the aggregate, generally related to individual company performance, and with respect to Deutsche Glasfaser and AlphaTheta Corporation, increases in valuation reflecting agreements to exit these investments.Asia-Pacific region.
The most significant decreases in share prices of various publicly held or publicly indexed investments were decreases in Fiserv, Inc., Ingersoll Rand Inc. (NYSE: IR), and Laureate Education, Inc. (NASDAQ: LAUR).
For the three months ended March 31, 2019, the value of our private equity investment portfolio increased 11.1%. This was comprised of a 31.1% increase in share prices of various publicly held or publicly indexed investments and a 5.5% increase in value of our privately held investments.
The most significant increases in share prices of various publicly held or publicly indexed investments were gains in First Data Corporation, Gardner Denver Holdings, Inc. (renamed Ingersoll Rand Inc. in connection with the merger transaction with Ingersoll Rand Inc.) and Fujian Sunner Development Co. Ltd. (SZ: 002299). These increases were partially offset by decreases in share prices of various publicly held investments, the most significant of which were losses in AmbeaAB (STO: AMBEA), RigNet, Inc. (NASDAQ: RNET) and Laureate Education, Inc.
The most significant increases in value of our privately held investments related to AppLovin Corporation, KKR Debt Investors 2006 S.à.r.l. (financial services sector) and Cue & Company (technology sector). These increases in value on our privately held investments were partially offset by decreases in value relating primarily to Mills Fleet Farm Group LLC (retail sector), Channel Control Merchants, LLC (retail sector) and Ticket Monster Inc. (technology sector). The increased valuations of individual companies in our privately held investments, in the aggregate, generally related to (i) individual company performance and (ii) an increase in the value of market comparables. The decreased valuations of individual companies in our privately held investments, in the aggregate, generally related to individual company performance or, in certain cases, an unfavorable business outlook.
Certain investments included in our AUM are denominated in currencies other than the U.S. dollar. Those investments expose our AUM to the risk that the value of the investments will be affected by changes in exchange rates between the currency in which the investments are denominated and the currency in which the investments are made. We generally seek to reduce these risks by employing hedging transactions in connection with certain investments, including using foreign currency options and foreign exchange forward contracts to reduce exposure to changes in exchange rates when a meaningful amount2021, Public Markets had $2.9 billion of capital has been invested in currencies other thanas compared to $3.6 billion for the currencies in which the investments are denominated. We do not, however, hedge our currency exposure in all currencies or for all investments. See "Quantitative and Qualitative Disclosures about Market Risk—Exchange Rate Risk" and "Risk Factors—Risks Related to the Assets We Manage—We make investments in
companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States" in our Annual Report.
Public Markets
The following table reflects the changes in our Public Markets AUM from December 31, 2019 tothree months ended March 31, 2020:
|
| | | |
| | ($ in thousands) |
| December 31, 2019 | $ | 99,080,400 |
|
| New Capital Raised | 2,909,200 |
|
| Distributions | (470,600 | ) |
| Redemptions | (1,494,300 | ) |
| Change in Value | (7,059,800 | ) |
| March 31, 2020 | $ | 92,964,900 |
|
AUM in our Public Markets business line totaled $93.0 billion at March 31, 2020, a decrease of $6.1 billion compared to $99.1 billion at December 31, 2019.2020. The decrease was primarily due to (i) a decreaselower level of capital deployed in our direct lending strategies, partially offset by a higher level of capital deployed in our dislocation opportunities strategies. During the three months ended March 31, 2021, 86% of capital deployed was in transactions in North America and 14% of capital deployed was in Europe.
Analysis of Insurance Segment Operating Results
The following tables set forth information regarding KKR's insurance segment operating results and certain key operating metrics as of and for the three months ended March 31, 2021:
| | | | | | | | | | | | | |
| |
| | | | | | | |
| | Three Months Ended | |
| | March 31, 2021 | | | | | |
| ($ in thousands) | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net Investment Income | | $ | 445,898 | | | | | | |
| Net Cost of Insurance | | (250,219) | | | | | | |
| General, Administrative and Other | | (75,489) | | | | | | |
| Pre-tax Insurance Operating Earnings | | 120,190 | | | | | | |
| Income Taxes | | (16,626) | | | | | | |
| Net Income Attributable to Noncontrolling Interest | | (40,299) | | | | | | |
| Insurance Segment Operating Earnings | | $ | 63,265 | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Insurance segment operating earnings
Insurance segment operating earnings is driven by net investment income, general and administrative expenses, taxes and adjusted net cost of insurance.
Certain fees paid to Global Atlantic by reinsurance investment vehicles are reported in the Asset Management segment.
Net investment income
Net investment income was primarily driven by insurance segment investments and the effective book yield (as determined, in part, by the allocated fair value of our Public Marketsthe investment portfolio as of the closing date of the GA Acquisition). Average insurance segment investments are driven by inflows of assets from the individual markets and institutional channels. The impact of higher asset balances was impacted by lower income primarily due (i) to the negative impact of higher than usual average cash and cash equivalent balances as a result of new reinsurance transactions closing during the three month period ending March 31, 2021 pending reinvestment, and (ii) to a lesser extent, redemptions primarily in our hedge fund partnerships and distributions to Public Markets fund investors.net investment expenses.
The decrease in the valueNet cost of our Public Markets portfolioinsurance was driven primarily by net losses of $2.8 billion in certain leveraged credit strategies, $2.2 billion in other alternative credit strategies,stable liability performance across in-force and $1.5 billion in BDCs. See "—Business Environment" for more details on the potential adverse effects of COVID-19 on ournew business financial performance, operating results and valuations. These decreases were partially offset by favorable adjustments to reserves and policy acquisition costs resulting from higher reserves and insurance intangibles established as part of the purchase accounting for the Global Atlantic acquisition.
General, administrative and other expenses
General and administrative expenses are driven by (i) employee compensation and benefits related expenses, (ii) policy servicing fees, and (iii) technology-related charges.
Income taxes
Insurance segment income tax expense reflects the annual estimated effective tax rate for the insurance segment on an operating basis.
Net Income attributable to non-controlling interests
Income attributable to non-controlling interests represent the portion of the insurance segment adjusted operating earnings held by rollover and co-investors in Global Atlantic.
Analysis of Non-GAAP Performance Measures
The following is a discussion of our Non-GAAP performance measures for the three months ended March 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | Three Months Ended | |
| | March 31, 2021 | | March 31, 2020 | | Change | |
| | ($ in thousands) | |
| Asset Management Segment Operating Earnings | | $ | 817,172 | | | $ | 523,196 | | | $ | 293,976 | | |
| Insurance Segment Operating Earnings | | 63,265 | | | — | | | 63,265 | | |
| Distributable Operating Earnings | | 880,437 | | | 523,196 | | | 357,241 | | |
| | | | | | | |
| Interest Expense | | (57,545) | | | (47,434) | | | (10,111) | | |
| Preferred Dividends | | (8,341) | | | (8,341) | | | — | | |
| Net Income Attributable to Noncontrolling Interests | | (3,192) | | | (1,089) | | | (2,103) | | |
| Income Taxes Paid | | (151,120) | | | (60,035) | | | (91,085) | | |
| After-tax Distributable Earnings | | $ | 660,239 | | | $ | 406,297 | | | $ | 253,942 | | |
| | | | | | | |
Distributable Operating Earnings
The increase in distributable operating earnings for the three months ended March 31, 2021 compared to the prior period is primarily due to a higher level of Asset Management segment operating earnings and the addition of our Insurance segment operating earnings, in connection with the Global Atlantic acquisition. For a discussion of the Asset Management and Insurance segment operating earnings, see "—Analysis of Asset Management Segment Operating Results and Analysis of Insurance Segment Operating Results."
Interest Expense
For the three months ended March 31, 2021 and 2020, interest expense relates primarily to the senior notes outstanding for KKR and KFN.
The increase in interest expense for the three months ended March 31, 2021 compared to the prior period is due primarily to new capital raised in multiple strategies, most notably $1.0 billion in our hedge fund partnerships, $0.9 billion in other leveraged credit strategies,senior note issuances including: (i) $250 million aggregate principal amount of $3.750% Senior Notes due 2029 and $0.5 billion in CLOs.(iii) $750 million aggregate principal amount of 3.500% Senior Notes due 2050 subsequent to March 31, 2020.
Fee Paying Assets Under Management
Private Markets
The following table reflects the changes in our Private Markets FPAUM from December 31, 20192020 to March 31, 2020:2021:
| | | | | |
| ($ in thousands) |
| December 31, 2020 | $ | 94,195,900 | |
| New Capital Raised | 4,293,400 | |
| Impact of Global Atlantic | 12,012,400 | |
| Distributions and Other | (1,121,100) | |
| |
| Change in Value | (347,500) | |
| March 31, 2021 | $ | 109,033,100 | |
|
| | | |
| | ($ in thousands) |
| December 31, 2019 | $ | 76,918,100 |
|
| New Capital Raised | 1,300,200 |
|
| Distributions and Other | (1,083,500 | ) |
| Change in Value | 431,600 |
|
| March 31, 2020 | $ | 77,566,400 |
|
FPAUM in our Private Markets business line was $77.6$109.0 billion at March 31, 2020,2021, an increase of $0.7$14.8 billion, compared to $76.9$94.2 billion at December 31, 2019.2020.
The increase was primarily attributable to (i) assets we now manage under our investment management agreements with Global Atlantic and (ii) new capital raised of $1.0 billion in Real Estate Partners Americas III, $0.9 billion in Asian Fund IV, and $0.3 billion in each of Asia PacificDiversified Core Infrastructure Investors, Real Estate Partners Europe II and private equity separately managed accounts, and $0.1 billion in each of Global Impact Fund and Asia Real Estate Partners.Investors. These increases were partially offset by distributions relating to our fund investors from realizations of $0.3 billion in each of North America Fund XI andour real assets funds, 2006 Fund, and $0.2 billion in Global Infrastructure InvestorsAsian Fund II.
Uncalled capital commitments from Private Markets investment funds from which KKR is currently not earning management fees amounted to approximately $12.5$13.5 billion at March 31, 2020,2021, which includes capital commitments reserved for follow-on investments for funds that have completed their investment periods. This capital will generally begin to earn management fees upon deployment of the capital or upon the commencement of the fund's investment period. The average annual management fee rate associated with this capital is approximately 1.1%1.2%. We will not begin earning fees on this capital until it is deployed or the related investment period commences, neither of which is guaranteed to occur. If and when such management fees are earned, which will occur over an extended period of time, a portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion of any new management fees earned.
Public Markets
The following table reflects the changes in our Public Markets FPAUM from December 31, 20192020 to March 31, 2020:2021:
|
| | | |
| | ($ in thousands) |
| December 31, 2019 | $ | 84,291,700 |
|
| New Capital Raised | 3,971,400 |
|
| Distributions | (489,700 | ) |
| Redemptions | (1,378,300 | ) |
| Change in Value | (4,905,300 | ) |
| March 31, 2020 | $ | 81,489,800 |
|
| | | | | |
| ($ in thousands) |
| December 31, 2020 | $ | 92,021,100 | |
| New Capital Raised | 7,649,200 | |
| |
| |
| Impact of Global Atlantic | 85,490,800 | |
| Distributions and Other | (3,071,700) | |
| Redemptions | (2,131,300) | |
| Change in Value | (550,700) | |
| March 31, 2021 | $ | 179,407,400 | |
| |
| |
| |
FPAUM in our Public Markets business line was $81.5$179.4 billion at March 31, 2020, a decrease2021, an increase of $2.8$87.4 billion, compared to FPAUM of $84.3$92.0 billion at December 31, 2019. 2020.
The decreaseincrease was primarily dueattributable to (i) a decrease in the value ofassets we now manage under our Public Markets portfolioinvestment management agreements with Global Atlantic's insurance companies and (ii) new capital raised across multiple strategies, most notably $1.6 billion in CLOs, and $1.0 billion in both our hedge fund partnerships and alternative credit strategies. Partially offsetting these increases were distributions to a lesser extent,fund investors and redemptions primarily in our hedge fund partnerships and distributions to Public Markets fund investors. Partially offsetting these decreases were new capital raised across multiple strategies in our Public Markets portfolio.
The decrease in the value of our Public Markets portfolio was driven primarily by net losses of $2.8 billion in certain leveraged credit strategies and $1.5 billion in BDCs.strategies. See "—Business Environment" for more details on the potential adverse effects of COVID-19 on our business, financial performance, operating results and valuations.
These decreases were partially offset by new capital raised in multiple strategies, most notably $1.1 billion in both other alternative credit strategies and certain leveraged credit strategies, $1.0 billion in our hedge fund partnerships, and $0.5 billion in CLOs.
Uncalled capital commitments from Public Markets investment funds from which KKR is currently not earning management fees amounted to approximately $6.2$6.8 billion at March 31, 2020.2021. This capital will generally begin to earn management fees upon deployment of the capital or upon the commencement of the fund's investment period. The average annual management fee rate associated with this capital is approximately 0.9%0.8%. We will not begin earning fees on this capital until it is deployed or the related investment period commences, neither of which is guaranteed to occur. If and when such management fees are earned, which will occur over an extended period of time, a portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion of any new management fees earned.
Uncalled Commitments
Private Markets
As of March 31, 2020,2021, our Private Markets business line had $48.9$58.9 billion of remaining uncalled capital commitments that could be called for investments in new transactions as compared to $46.8$56.6 billion as of December 31, 2019.2020. The net increase is duewas primarily attributable to new capital raised, which was partially offset by capital called from fund investors to make investments during the period. See "—Analysis of Non-GAAP Operating Results—Other Operating and Performance Measures—Assets Under Management—Private Markets" for a detailed discussion on new capital raised for the three months ended March 31, 2020.
Public Markets
As of March 31, 2020,2021, our Public Markets business line had $9.3$10.1 billion of remaining uncalled capital commitments that could be called for investments in new transactions, as compared to $10.1$10.3 billion as of December 31, 2019.2020. The net decrease was primarily attributable to capital called from fund investors to make investments.investments during the period, which was partially offset by new capital raised in various alternative credit strategies.
Capital Invested and Syndicated Capital
Private Markets Capital Invested
For the three months ended March 31, 2020,2021, Private Markets had $1.4$4.0 billion of capital invested as compared to $3.3$1.4 billion for the three months ended March 31, 2019.2020. The decreaseincrease was driven primarily by a $1.6$1.5 billion decreaseincrease in capital invested in our real assets strategies and a $1.1 billion increase in capital invested in our private equity strategies (including core, growth equity, and impact investments) and a $0.3 billion decrease in capital invested in our real asset strategies.. Generally, the portfolio companies acquired through our private equity funds have higher transaction values and result in higher capital invested relative to transactions in our real assets funds. The number of
large private equity investments made in any quarter is volatile and consequently, a significant amount of capital invested in one quarter or a few quarters may not be indicative of a similar level of capital deployment in future quarters. During the three
months ended March 31, 2020, 73%2021, 72% of capital deployed in private equity, which includes core, and growth equity, and impact investments, was in transactions in North America 20%and 28% was in the Asia Pacific region, and 7% was in Europe.Asia-Pacific region.
Public Markets Capital Invested
For the three months ended March 31, 2020,2021, Public Markets had $3.6$2.9 billion of capital invested as compared to $2.2$3.6 billion for the three months ended March 31, 2019.2020. The increasedecrease was primarily due to a lower level of capital deployed in our direct lending strategies, partially offset by a higher level of capital deployed in our direct lending and special situationsdislocation opportunities strategies. During the three months ended March 31, 2020, 67%2021, 86% of capital deployed was in transactions in North America and 33%14% of capital deployed was in Europe.
Capital Markets Syndicated Capital
Analysis of Insurance Segment Operating Results
The following tables set forth information regarding KKR's insurance segment operating results and certain key operating metrics as of and for the three months ended March 31, 2021:
| | | | | | | | | | | | | |
| |
| | | | | | | |
| | Three Months Ended | |
| | March 31, 2021 | | | | | |
| ($ in thousands) | | | |
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| Net Investment Income | | $ | 445,898 | | | | | | |
| Net Cost of Insurance | | (250,219) | | | | | | |
| General, Administrative and Other | | (75,489) | | | | | | |
| Pre-tax Insurance Operating Earnings | | 120,190 | | | | | | |
| Income Taxes | | (16,626) | | | | | | |
| Net Income Attributable to Noncontrolling Interest | | (40,299) | | | | | | |
| Insurance Segment Operating Earnings | | $ | 63,265 | | | | | | |
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Insurance segment operating earnings
Insurance segment operating earnings is driven by net investment income, general and administrative expenses, taxes and adjusted net cost of insurance.
Certain fees paid to Global Atlantic by reinsurance investment vehicles are reported in the Asset Management segment.
Net investment income
Net investment income was primarily driven by insurance segment investments and the effective book yield (as determined, in part, by the allocated fair value of the investment portfolio as of the closing date of the GA Acquisition). Average insurance segment investments are driven by inflows of assets from the individual markets and institutional channels. The impact of higher asset balances was impacted by lower income primarily due (i) to the negative impact of higher than usual average cash and cash equivalent balances as a result of new reinsurance transactions closing during the three month period ending March 31, 2021 pending reinvestment, and (ii) net investment expenses.
Net cost of insurance
Net cost of insurance was driven primarily by stable liability performance across in-force and new business offset by favorable adjustments to reserves and policy acquisition costs resulting from higher reserves and insurance intangibles established as part of the purchase accounting for the Global Atlantic acquisition.
General, administrative and other expenses
General and administrative expenses are driven by (i) employee compensation and benefits related expenses, (ii) policy servicing fees, and (iii) technology-related charges.
Income taxes
Insurance segment income tax expense reflects the annual estimated effective tax rate for the insurance segment on an operating basis.
Net Income attributable to non-controlling interests
Income attributable to non-controlling interests represent the portion of the insurance segment adjusted operating earnings held by rollover and co-investors in Global Atlantic.
Analysis of Non-GAAP Performance Measures
The following is a discussion of our Non-GAAP performance measures for the three months ended March 31, 2021 and 2020:
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| | Three Months Ended | |
| | March 31, 2021 | | March 31, 2020 | | Change | |
| | ($ in thousands) | |
| Asset Management Segment Operating Earnings | | $ | 817,172 | | | $ | 523,196 | | | $ | 293,976 | | |
| Insurance Segment Operating Earnings | | 63,265 | | | — | | | 63,265 | | |
| Distributable Operating Earnings | | 880,437 | | | 523,196 | | | 357,241 | | |
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| Interest Expense | | (57,545) | | | (47,434) | | | (10,111) | | |
| Preferred Dividends | | (8,341) | | | (8,341) | | | — | | |
| Net Income Attributable to Noncontrolling Interests | | (3,192) | | | (1,089) | | | (2,103) | | |
| Income Taxes Paid | | (151,120) | | | (60,035) | | | (91,085) | | |
| After-tax Distributable Earnings | | $ | 660,239 | | | $ | 406,297 | | | $ | 253,942 | | |
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Distributable Operating Earnings
The increase in distributable operating earnings for the three months ended March 31, 2021 compared to the prior period is primarily due to a higher level of Asset Management segment operating earnings and the addition of our Insurance segment operating earnings, in connection with the Global Atlantic acquisition. For a discussion of the Asset Management and Insurance segment operating earnings, see "—Analysis of Asset Management Segment Operating Results and Analysis of Insurance Segment Operating Results."
Interest Expense
For the three months ended March 31, 2021 and 2020, Capital Markets syndicated $0.1 billion of capital as comparedinterest expense relates primarily to $0.3 billionthe senior notes outstanding for KKR and KFN.
The increase in interest expense for the three months ended March 31, 2019. The decrease was primarily due to a decrease in the size and number of syndication transactions in the three months ended March 31, 2020 as2021 compared to the three months endedprior period is due primarily to new senior note issuances including: (i) $250 million aggregate principal amount of $3.750% Senior Notes due 2029 and (iii) $750 million aggregate principal amount of 3.500% Senior Notes due 2050 subsequent to March 31, 2019. Overall, we completed two syndication transactions2020.
Income Taxes Paid
The increase in income taxes paid for the three months ended March 31, 2020 as2021 compared to five syndicationsthe prior period was primarily due to a higher level of total distributable operating earnings.
After-tax Distributable Earnings
The increase in after-tax distributable earnings for the three months ended March 31, 2019. 2021 compared to the prior period was due primarily to a higher level of distributable operating earnings, partially offset by an increase in income taxes paid and interest expense.
The sizeamount of the tax benefit from equity-based compensation included in income taxes paid for three months ended March 31, 2021 and frequency2020 was $43.0 million and $11.9 million, respectively, and its inclusion in After-tax Distributable Earnings had the effect of syndication transactions depend in large part on market conditionsincreasing this measure by 7% and other factors that are unpredictable and outside our control, which may negatively impact the fees generated by our capital markets business from syndication transactions.
Non-GAAP Balance Sheet MeasuresBook Value
The following tables present information with respect toof our operating assets, operating liabilities, andcalculation of book value as of March 31, 20202021 and December 31, 2019:2020:
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| | | As of |
| | | March 31, 2021 | | December 31, 2020 |
| | | ($ in thousands) |
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| (+) | Cash and Short-term Investments | | $ | 3,580,861 | | | $ | 5,961,083 | |
| (+) | Investments | | 16,362,795 | | | 14,991,914 | |
| (+) | Net Unrealized Carried Interest (1) | | 3,837,926 | | | 2,625,935 | |
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| (+) | Other Assets (2) | | 4,465,953 | | | 4,198,641 | |
| (+) | Global Atlantic Book Value | | 2,923,655 | | | — | |
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| (-) | Debt Obligations - KKR (excluding KFN and Global Atlantic) | | 5,128,472 | | | 4,688,460 | |
| (-) | Debt Obligations - KFN | | 948,517 | | | 948,517 | |
| (-) | Tax Liabilities, Net | | 942,108 | | | 485,966 | |
| (-) | Other Liabilities | | 894,221 | | | 857,764 | |
| (-) | Noncontrolling Interests | | 31,086 | | | 29,510 | |
| (-) | Series A & B Preferred Stock | | 500,000 | | | 500,000 | |
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| Book Value | | $ | 22,726,786 | | | $ | 20,267,356 | |
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| Book Value Per Adjusted Share | | $ | 25.84 | | | $ | 23.09 | |
| Adjusted Shares | | 879,681,840 | | | 877,613,164 | |
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| OPERATING ASSETS |
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| | | As of |
| | | March 31, 2020 | | December 31, 2019 |
| | | ($ in thousands) |
| Operating Assets | | | | |
| Cash and Short-term Investments | | $ | 2,502,331 |
| | $ | 2,783,905 |
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| Investments | | 11,492,564 |
| | 13,026,387 |
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Net Unrealized Carried Interest (1) | | 1,026,256 |
| | 1,982,251 |
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| Tax Assets | | 507,508 |
| | 111,719 |
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Other Assets (2) | | 4,192,643 |
| | 3,716,189 |
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| Total Operating Assets | | $ | 19,721,302 |
| | $ | 21,620,451 |
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| OPERATING LIABILITIES |
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| | | As of |
| | | March 31, 2020 | | December 31, 2019 |
| | | ($ in thousands) |
Operating Liabilities | | | | |
| Debt Obligations - KKR (ex-KFN) | | $ | 3,592,286 |
| | $ | 3,097,460 |
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| Debt Obligations - KFN | | 948,517 |
| | 948,517 |
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| Tax Liabilities | | 189,632 |
| | 169,997 |
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| Other Liabilities | | 581,741 |
| | 514,236 |
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| Total Operating Liabilities | | $ | 5,312,176 |
| | $ | 4,730,210 |
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| BOOK VALUE |
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| | | As of |
| | | March 31, 2020 | | December 31, 2019 |
| | | ($ in thousands) |
| Book Value | | | | |
| (+) Total Operating Assets | | $ | 19,721,302 |
| | $ | 21,620,451 |
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| (-) Total Operating Liabilities | | 5,312,176 |
| | 4,730,210 |
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| (-) Noncontrolling Interests | | 27,198 |
| | 26,291 |
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| (-) Preferred Stock | | 500,000 |
| | 500,000 |
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| Book Value | | $ | 13,881,928 |
| | $ | 16,363,950 |
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| Book Value Per Adjusted Share | | $ | 16.52 |
| | $ | 19.24 |
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| Adjusted Shares | | 840,179,251 |
| | 850,388,924 |
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(1) | The following table provides net unrealized carried interest by business line: |
(1)The following table provides net unrealized carried interest by business line: | | | | | | | | As of |
| | | As of | | March 31, 2021 | | December 31, 2020 |
| | | March 31, 2020 | | December 31, 2019 | | ($ in thousands) |
| Private Markets Business Line | | $ | 1,022,228 |
| | $ | 1,832,581 |
| Private Markets Business Line | | $ | 3,750,800 | | | $ | 2,560,101 | |
| Public Markets Business Line | | 4,028 |
| | 149,670 |
| Public Markets Business Line | | 87,126 | | | 65,834 | |
| Total | | $ | 1,026,256 |
| | $ | 1,982,251 |
| Total | | $ | 3,837,926 | | | $ | 2,625,935 | |
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(2) | Other Assets include KKR's ownership interest in FS/KKR Advisor and minority ownership interests in hedge fund partnerships. |
Book Value Per Adjusted Share(2)Other Assets include KKR's ownership interest in FS/KKR Advisor and minority ownership interests in hedge fund partnerships.
Book value per adjusted share decreased 14.1%increased 12% from December 31, 2019. This decrease2020. The increase was due primarily attributable to a broad-based decrease(i) the net appreciation in the value of KKR'sour investment portfolio, including investments held by KKR as well as investments held through investment funds, such asincluding KKR's private equity, real assets and alternative credit funds, where KKR is entitled to earn carried interest. Forinterest and (ii) after-tax distributable earnings during the period. Partially offsetting this increase is the payment of dividends and the repurchases of our common stock during the period.
With respect to book value relating to the asset management business, for the three months ended March 31, 2020,2021, the value of KKR'sthe Asset Management segment balance sheet portfolio on a non-GAAP basis, decreased 14.1%increased 12% and KKR's overall private equity portfolio decreased 12.1%increased 19%. The decreasesincreases in KKR's Asset Management segment balance sheet portfolio and net unrealized carried
interest was primarily due to mark-to-market lossesnet gains in our portfolio companies.its investments. For a further discussion, see "—Unaudited Consolidated Results of Operations—Operations (GAAP Basis) - Asset Management—Unrealized Gains and Losses from Investment Activities" and "—Analysis of Non-GAAP Operating Results—Operating Revenues—Principal Activities Operating Revenues.Activities." For a discussion of the changes in KKR's private equity portfolio, see "—Analysis of Non-GAAPAsset Management Segment Operating Results—Other Operating and Performance Measures—AUM.Assets Under Management." The decrease in book value per adjusted share was partially offset by approximately $355.3 million of after-tax distributable earnings, partially offset by the payment of dividends during the three months ended March 31, 2020. For a discussion of factors that impacted KKR's after-tax distributable earnings, see "—Analysis of Non-GAAP Operating Results"Performance Measures— After-tax Distributable Earnings" and for more details on the potential adverse effects of COVID-19 onfactors that impact our business, financial performance, operating results and valuations, see "—Business Environment."
The following table presents the holdings of our investments in Asset Management by asset class as of March 31, 2020.2021 on a segment basis. To the extent investments in our operating assets are realized at values below their cost in future periods, after-tax distributable earnings would be adversely affected by the amount of such loss, if any, during the period in which the realization event occurs. For example, we have recognized certain net unrealized losses in our credit investment portfolio held at our India debt finance company.company, of which we own 50.3% of its equity. As of March 31, 2020,2021, KKR’s 51%50.3% interest in our India debt finance company had a cost basis of approximately $204$168 million, comprised of invested capital of $100 million plus reinvested earnings. If the value of our 51% investment is ultimately realized at the current carrying value of $92$65 million, future realized investment losses of approximately $112$103 million would be recognized on a segment basis based on valuations as of March 31, 2020,2021, which would reduce after-tax distributable earnings in future periods. | | | | | | | | | | | | | | | | | | | | |
| | As of March 31, 2021 |
| | ($ in thousands) |
Investments (1) | | Cost | | Fair Value | | Fair Value as a Percentage of
Total Investments |
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| Private Equity | | $ | 2,822,232 | | | $ | 5,536,501 | | | 33.8 | % |
| Core | | 1,986,358 | | | 3,514,699 | | | 21.5 | % |
| Growth | | 459,422 | | | 1,787,788 | | | 10.9 | % |
| Private Equity, Core & Growth Total | | 5,268,012 | | | 10,838,988 | | | 66.2 | % |
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| Energy | | 767,084 | | | 751,299 | | | 4.6 | % |
| Real Estate | | 1,262,708 | | | 1,390,387 | | | 8.5 | % |
| Infrastructure | | 594,218 | | | 691,625 | | | 4.2 | % |
| Real Assets Total | | 2,624,010 | | | 2,833,311 | | | 17.3 | % |
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| Leveraged Credit | | 1,004,264 | | | 972,600 | | | 5.9 | % |
| Alternative Credit | | 855,548 | | | 825,265 | | | 5.0 | % |
| Credit Total | | 1,859,812 | | | 1,797,865 | | | 11.0 | % |
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| Other | | 1,058,154 | | | 892,631 | | | 5.5 | % |
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| Total Investments | | $ | 10,809,988 | | | $ | 16,362,795 | | | 100.0 | % |
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| | March 31, 2021 |
| | ($ in thousands) |
Significant Investments: (2) | | Cost | | Fair Value | | Fair Value as a Percentage of
Total Investments |
| Fiserv, Inc. (NASDAQ: FISV) | | $ | 614,098 | | | $ | 1,400,334 | | | 8.6 | % |
| USI, Inc. | | 531,425 | | | 987,753 | | | 6.0 | % |
| BridgeBio Pharma, Inc. (NASDAQ: BBIO) | | 63,821 | | | 759,640 | | | 4.6 | % |
| PetVet Care Centers, LLC | | 243,188 | | | 632,289 | | | 3.9 | % |
| Heartland Dental, LLC | | 320,626 | | | 577,126 | | | 3.5 | % |
| Total Significant Investments | | 1,773,158 | | | 4,357,142 | | | 26.6 | % |
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| Other Investments | | 9,036,830 | | | 12,005,653 | | | 73.4 | % |
| Total Investments | | $ | 10,809,988 | | | $ | 16,362,795 | | | 100.0 | % |
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(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 businesses, including the general partner interests of KKR's investment funds and Global Atlantic's insurance companies.
(2)Significant Investments include the top five investments based on their fair values as of March 31, 2021. Significant Investments exclude (i) investments expected to be syndicated, (ii) investments expected to be transferred in connection with a new fundraising, and (iii) investments in funds and other entities that are owned by one or more third parties and established for the purpose of making investments. Accordingly, this list of Significant Investments should not be relied upon as a substitute for information about the asset class exposure of KKR's balance sheet. For information about the asset class exposure of KKR's balance sheet see "—Our Business—Principal Activities" for the "Holdings by Asset Class" pie chart. 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.
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| | | As of March 31, 2020 |
Investments (1) | | Cost | | Fair Value | | Fair Value as a Percentage of Total Investments |
| | | | | | | |
| Private Equity Funds / SMAs | | $ | 3,510,901 |
| | $ | 4,540,091 |
| | 39.5 | % |
| Private Equity Co-Investments and Other Equity | | 2,300,808 |
| | 2,938,592 |
| | 25.6 | % |
| Private Equity Total | | 5,811,709 |
| | 7,478,683 |
| | 65.1 | % |
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| Energy | | 776,320 |
| | 517,594 |
| | 4.5 | % |
| Real Estate | | 1,133,710 |
| | 1,065,783 |
| | 9.3 | % |
| Infrastructure | | 517,276 |
| | 601,339 |
| | 5.2 | % |
| Real Assets Total | | 2,427,306 |
| | 2,184,716 |
| | 19.0 | % |
| | | | | | | |
| Special Situations | | 597,680 |
| | 345,852 |
| | 3.0 | % |
| Private Credit | | 183,917 |
| | 121,809 |
| | 1.1 | % |
| Alternative Credit Total | | 781,597 |
| | 467,661 |
| | 4.1 | % |
| CLOs | | 783,371 |
| | 454,980 |
| | 4.0 | % |
| Other Credit | | 166,716 |
| | 139,127 |
| | 1.2 | % |
| Credit Total | | 1,731,684 |
| | 1,061,768 |
| | 9.3 | % |
| | | | | | | |
| Other | | 1,202,753 |
| | 767,397 |
| | 6.6 | % |
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| Total Investments | | $ | 11,173,452 |
| | $ | 11,492,564 |
| | 100.0 | % |
| | | | | | | |
| | | March 31, 2020 |
Significant Investments: (2) | | Cost | | Fair Value | | Fair Value as a Percentage of
Total Investments |
| Fiserv, Inc. (NASDAQ: FISV) | | $ | 794,978 |
| | $ | 1,415,083 |
| | 12.3 | % |
| USI, Inc. | | 500,111 |
| | 800,168 |
| | 7.0 | % |
| BridgeBio Pharma, Inc. (NASDAQ: BBIO) | | 75,835 |
| | 425,355 |
| | 3.7 | % |
| Heartland Dental LLC | | 302,255 |
| | 392,931 |
| | 3.4 | % |
| PetVet Care Centers, LLC | | 243,188 |
| | 389,101 |
| | 3.4 | % |
| Total Significant Investments | | 1,916,367 |
| | 3,422,638 |
| | 29.8 | % |
| | | | | | | |
| Other Investments | | 9,257,085 |
| | 8,069,926 |
| | 70.2 | % |
| Total Investments | | $ | 11,173,452 |
| | $ | 11,492,564 |
| | 100.0 | % |
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(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. |
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(2) | 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 March 31, 2020. 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. |
With respect to KKR's book value relating to its insurance business, KKR includes Global Atlantic's book value, which consists of KKR's pro rata equity interest in Global Atlantic on a GAAP basis, excluding (i) accumulated other comprehensive income and (ii) accumulated change in fair value of reinsurance embedded derivative balances and related assets, net of deferred acquisition costs and income tax. KKR believes this presentation of Global Atlantic's book value is comparable with the corresponding metric presented by other publicly traded companies in Global Atlantic's industry. As of March 31, 2021, Global Atlantic Book Value was $2.9 billion. For more information about the composition and credit quality of Global Atlantic's investments on a consolidated basis, please see "--Global Atlantic's Investment Portfolio" below.
Global Atlantic's Investment Portfolio
As of March 31, 2021, 98% and 87% of Global Atlantic's available-for-sale ("AFS") fixed maturity securities were considered investment grade under ratings from the Securities Valuation Office of the National Association of Insurance Commissioners ("NAIC") and nationally recognized statistical rating organizations ("NRSROs"), respectively. Securities where a rating by an NRSRO was not available are considered investment grade if they have an NAIC designation of “1” or “2”. The three largest asset categories in Global Atlantic's AFS fixed-maturity security portfolio as of March 31, 2021 were Corporate, RMBS and U.S. state, municipal and political subdivisions securities, comprising 35%, 9% and 5% of Global Atlantic's investment portfolio, respectively. Within these categories, 98%, 97% and 100% of Global Atlantic's Corporate, RMBS and U.S. state, municipal and political subdivisions securities, respectively, were investment grade according to NAIC ratings and 98%, 39% and 100% of its Corporate, RMBS and U.S. state, municipal and political subdivisions securities, respectively, were investment grade according to NRSRO ratings as of March 31, 2021. NRSRO and NAIC ratings have different methodologies. Global Atlantic believes the NAIC ratings methodology, which considers the likelihood of recovery of amortized cost as opposed to the recovery of all contractual payments including the principal at par, as the more appropriate way to view the ratings quality of its AFS fixed maturity portfolio since a large portion of its holdings were purchased at a significant discount to par value. The portion of Global Atlantic's AFS fixed maturity portfolio consisting of floating rate assets was 35% as of March 31, 2021.
Within the funds withheld receivable at interest portfolio 95% of the fixed maturity securities were investment grade by NAIC designation as of March 31, 2021.
Trading fixed maturity securities back funds withheld payable at interest where the investment performance is ceded to reinsurers under the terms of the respective reinsurance agreements.
Credit quality of AFS fixed maturity securities
The Securities Valuation Office of the NAIC evaluates the AFS fixed maturity security investments of insurers for regulatory reporting and capital assessment purposes and assigns securities to one of six credit quality categories called “NAIC designations.” Using an internally developed rating is permitted by the NAIC if no rating is available. These designations are generally similar to the credit quality designations of NRSROs for marketable fixed maturity securities, except for certain structured securities as described below. NAIC designations of “1,” highest quality, and “2,” high quality, include fixed maturity securities generally considered investment grade by NRSROs. NAIC designations “3” through “6” include fixed maturity securities generally considered below investment grade by NRSROs.
An NRSRO rating was assigned based on the following criteria: (i) the equivalent S&P rating where the security is rated by one NRSRO; (ii) the equivalent S&P rating of the lowest NRSRO when the security is rated by two NRSROs; and (i) the equivalent S&P rating of the second lowest NRSRO if the security is rated by three or more NRSROs. If the lowest two NRSROs’ ratings are equal, then such rating will be the assigned rating. NRSROs’ ratings available for the periods presented were S&P, Fitch, Moody’s, DBRS, Inc. and Kroll Bond Rating Agency, Inc. If no rating is available from a rating agency, then an internally developed rating is used.
The portion of the AFS fixed maturity securities portfolio that was considered below investment grade by NAIC designation was 2% as of March 31, 2021. Pursuant to Global Atlantic's investment guidelines, it actively monitors the percentage of its portfolio that is held in investments rated NAIC 3 or lower and must obtain an additional approval from Global Atlantic's management investment committee before making a significant investment in an asset rated NAIC 3 or lower.
As of March 31, 2021, non-rated AFS fixed-maturity securities included $173 million of private placement securities for which Global Atlantic has not sought individual ratings from the NRSROs.
Corporate fixed maturity securities
Global Atlantic maintains a diversified portfolio of corporate fixed maturity securities across industries and issuers. As of March 31, 2021, 56% of the AFS fixed maturity securities portfolio was invested in corporate fixed maturity securities.
As of March 31, 2021, 98% of the total fair value of corporate fixed maturity securities is rated NAIC investment grade, and 98% is rated NRSROs investment grade.
Residential mortgage-backed securities
As of March 31, 2021, 14% of the AFS fixed maturity securities portfolio was invested in RMBS. RMBS are securities constructed from pools of residential mortgages and backed by payments from those pools. Excluding limitations on access to lending and other extraordinary economic conditions, we would expect prepayments of principal on the underlying loans to accelerate with decreases in market interest rates and diminish with increases in market interest rates.
The NAIC designations for RMBS, including prime, sub-prime, alt-A, and adjustable rate mortgages with variable payment options ("Option ARM"), are based upon a comparison of the bond’s amortized cost to the NAIC’s loss expectation for each security. Accordingly, an investment in the same security at a lower cost may result in a higher quality NAIC designation in recognition of the lower likelihood the investment would result in a realized loss. Prime residential mortgage lending includes loans to the most creditworthy borrowers with high quality credit profiles. Alt-A is a classification of mortgage loans where the risk profile of the borrower is between prime and sub-prime. Sub-prime mortgage lending is the origination of residential mortgage loans to borrowers with weak credit profiles.
As of March 31, 2021, 94% of RMBS securities that are below investment grade as rated by the NRSRO, carry an NAIC 1 designation. As of March 31, 2021, Alt-A, Option ARM, Re-Performing and Sub-prime represent 40%, 26%, 12% and 11% of the total RMBS portfolio ($8.5 billion), respectively.
Unrealized gains and losses for AFS fixed maturity securities
Global Atlantic's investments in AFS fixed maturity securities are reported at fair value with changes in fair value recorded in other comprehensive income as unrealized gains or losses, net of taxes and offsets. Certain AFS fixed maturity securities have experienced changes in fair value that Global Atlantic considers to be temporary in nature. Unrealized gains and losses can be created by changes in interest rates or by changes in credit spreads.
As of March 31, 2021, Global Atlantic had gross unrealized losses on below investment grade AFS fixed maturity securities of $33 million based on NRSRO rating and $12 million based on NAIC ratings.
Mortgage and other loan receivables - Credit quality indicators
Mortgage and other loan receivables consist of commercial and residential mortgage loans, and other loan receivables. As of March 31, 2021, 17% of Global Atlantic's total investments consisted of mortgage and other loan receivables. Global Atlantic invests in U.S. mortgage loans, comprised of first lien and mezzanine real estate loans, residential mortgage loans, consumer loans, and other loan receivables.
Global Atlantic's commercial mortgage loans may also be rated based on NAIC designations, with designations “CM1” and “CM2” considered to be investment grade. As of March 31, 2021, 91% of the commercial mortgage loan portfolio was rated investment grade based on NAIC designation. 100% of the commercial mortgage loan portfolio is in current status.
As of March 31, 2021, 92% of the residential mortgage loan portfolio is in current status, and approximately $241.3 million is over 90 days past due (representing 5% of the total residential mortgage portfolio).
The loan-to-value ratio is expressed as a percentage of the current amount of the loan relative to the value of the underlying collateral. Approximately 89% of the commercial mortgage loans has a loan-to-value ratio of 70% or less, and approximately 0.5% has loan-to-value ratio over 90%.
Changing economic conditions affect Global Atlantic’s valuation of commercial mortgage loans. Changing vacancies and rents are incorporated into the discounted cash flow analysis that Global Atlantic performs for monitored loans and may contribute to the establishment of (or increase or decrease in) a commercial mortgage loan valuation allowance for losses. In addition, Global Atlantic continuously monitors its commercial mortgage loan portfolio to identify risk. Areas of emphasis are properties that have exposure to specific geographic events, or have deteriorating credit.
The weighted average loan-to-value ratio for residential mortgage loans was 73% as of March 31, 2021.
Global Atlantic's residential mortgage loan portfolio is comprised mainly of re-performing loans that were purchased at a discount after they were modified and returned to performing status, as well as prime jumbo loans and mortgage loans backed by single family rental properties. Global Atlantic has also extended financing to counterparties in the form of repurchase agreements secured by mortgage loans, including performing and non-performing mortgage loans.
Reconciliations to GAAP Measures
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with GAAP to KKR's non-GAAP informationfinancial measures for the three months ended March 31, 20202021 and 2019:2020:
Revenues
| | | | | | | | | | | | | | | |
| | | | Three Months Ended |
| | | | | | March 31, 2021 | | March 31, 2020 |
| | | | | | ($ in thousands) |
| Total GAAP Revenues | | | | | $ | 4,563,006 | | | $ | (1,001,505) | |
| Insurance GAAP Revenues | | | | | (1,385,048) | | | — | |
| Impact of Consolidation and Other | | | | | 123,448 | | | 95,029 | |
| Capital Allocation-Based Income (GAAP) | | | | | (2,684,647) | | | 1,382,077 | |
| Realized Carried Interest | | | | | 165,142 | | | 361,331 | |
| Realized Investment Income | | | | | 461,273 | | | 145,164 | |
| Insurance Segment Management Fees | | | | | 22,930 | | | — | |
| Capstone Fees | | | | | (20,080) | | | (20,918) | |
| Expense Reimbursements | | | | | (27,729) | | | (28,224) | |
| Total Asset Management Segment Revenues | | | | | $ | 1,218,295 | | | $ | 932,954 | |
|
| | | | | | | |
| | Three Months Ended |
| | March 31, 2020 | | March 31, 2019 |
| | ($ in thousands) |
| Total GAAP Revenues | $ | (1,001,505 | ) | | $ | 1,187,480 |
|
| (+) Management Fees - Consolidated Funds and Other | 118,782 |
| | 121,949 |
|
| (-) Fee Credits - Consolidated Funds | 227 |
| | 3,939 |
|
| (-) Capital Allocation-Based Income (Loss) (GAAP) | (1,382,077 | ) | | 814,932 |
|
| (+) Realized Carried Interest | 361,331 |
| | 330,345 |
|
| (+) Realized Investment Income (Loss) | 145,164 |
| | 102,919 |
|
| (-) Revenue Earned by Other Consolidated Entities | 13,315 |
| | 29,703 |
|
| (-) Capstone Fees | 20,918 |
| | — |
|
| (-) Expense Reimbursements | 28,224 |
| | 44,060 |
|
| Total Operating Revenues | $ | 943,165 |
| | $ | 850,059 |
|
Expenses
|
| | | | | | | |
| | Three Months Ended |
| | March 31, 2020 | | March 31, 2019 |
| | ($ in thousands) |
| Total GAAP Expenses | $ | (96,692 | ) | | $ | 728,767 |
|
| (-) Equity-based and Other Compensation - KKR Holdings L.P. | 20,696 |
| | 23,743 |
|
| (-) Unrealized Performance Income Compensation | (675,874 | ) | | 159,880 |
|
| (-) Amortization of Intangibles | 380 |
| | 535 |
|
| (-) Reimbursable Expenses | 34,962 |
| | 52,032 |
|
| (-) Operating Expenses relating to Other Consolidated Entities | 20,001 |
| | 51,818 |
|
| (-) Capstone Expenses | 17,797 |
| | — |
|
| (+) Other | (14,374 | ) | | (11,606 | ) |
| Total Operating Expenses | $ | 470,972 |
| | $ | 429,153 |
|
Net Income (Loss) Attributable to KKR & Co. Inc. Class A Common Stockholders | | | | | | | | | | | | | | | |
| | | Three Months Ended |
| | | | | | March 31, 2021 | | March 31, 2020 |
| | | | | | ($ in thousands) |
| Net Income (Loss) Attributable to KKR & Co. Inc. Common Stockholders (GAAP) | | | | | $ | 1,644,245 | | | $ | (1,288,865) | |
| Preferred Stock Dividends | | | | | 25,591 | | | 8,341 | |
| Net Income (Loss) Attributable to Noncontrolling Interests | | | | | 2,245,531 | | | (2,947,429) | |
| Income Tax Expense (Benefit) | | | | | 438,739 | | | (360,679) | |
| Income (Loss) Before Tax (GAAP) | | | | | $ | 4,354,106 | | | $ | (4,588,632) | |
| Impact of Consolidation and Other | | | | | (1,378,567) | | | 2,033,009 | |
| Equity-based Compensation - KKR Holdings | | | | | 16,434 | | | 20,696 | |
| Preferred Stock Dividends | | | | | (8,341) | | | (8,341) | |
| Income Taxes Paid | | | | | (151,120) | | | (60,035) | |
| Asset Management Adjustments: | | | | | | | |
| Unrealized Carried Interest | | | | | (2,109,018) | | | 1,659,940 | |
| Net Unrealized Gains (Losses) | | | | | (1,316,644) | | | 1,974,531 | |
| Unrealized Performance Income Compensation | | | | | 896,907 | | | (675,874) | |
| Strategic Corporate Transaction-Related Charges | | | | | 4,875 | | | — | |
| Equity-based Compensation | | | | | 49,761 | | | 49,334 | |
| Equity-based Compensation - Performance based | | | | | 14,556 | | | 1,669 | |
| Insurance Adjustments: | | | | | | | |
| Net Gains (Losses) from Investments and Derivatives | | | | | 289,235 | | | — | |
| Strategic Corporate Transaction-Related Charges | | | | | 4,819 | | | — | |
| Equity-based and Other Compensation | | | | | 7,411 | | | — | |
| Amortization of Acquired Intangibles | | | | | 2,451 | | | — | |
| Income Taxes | | | | | (16,626) | | | — | |
| After-tax Distributable Earnings | | | | | $ | 660,239 | | | $ | 406,297 | |
| Interest Expense | | | | | 57,545 | | | 47,434 | |
| Preferred Stock Dividends | | | | | 8,341 | | | 8,341 | |
| Net Income Attributable to Noncontrolling Interests | | | | | 3,192 | | | 1,089 | |
| Income Taxes Paid | | | | | 151,120 | | | 60,035 | |
| Distributable Operating Earnings | | | | | $ | 880,437 | | | $ | 523,196 | |
| Insurance Segment Operating Earnings | | | | | (63,265) | | | — | |
| Realized Performance Income | | | | | (171,309) | | | (363,132) | |
| Realized Performance Income Compensation | | | | | 109,986 | | | 225,278 | |
| Realized Investment Income | | | | | (461,273) | | | (145,164) | |
| Realized Investment Income Compensation | | | | | 69,191 | | | 17,604 | |
| Fee Related Earnings | | | | | $ | 363,767 | | | $ | 257,782 | |
| Insurance Segment Operating Earnings | | | | | 63,265 | | | — | |
| Realized Performance Income | | | | | 171,309 | | | 363,132 | |
| Realized Performance Income Compensation | | | | | (109,986) | | | (225,278) | |
| Realized Investment Income | | | | | 461,273 | | | 145,164 | |
| Realized Investment Income Compensation | | | | | (69,191) | | | (17,604) | |
| Depreciation and Amortization | | | | | 6,164 | | | 4,804 | |
| Adjusted EBITDA | | | | | $ | 886,601 | | | $ | 528,000 | |
|
| | | | | | | |
| | Three Months Ended |
| | March 31, 2020 | | March 31, 2019 |
| | ($ in thousands) |
| Net Income (Loss) Attributable to KKR & Co. Inc. Class A Common Stockholders | $ | (1,288,865 | ) | | $ | 700,978 |
|
| (+) Net Income (Loss) Attributable to Noncontrolling Interests held by KKR Holdings L.P. | (852,194 | ) | | 481,368 |
|
| (+) Equity-based and Other Compensation - KKR Holdings L.P. | 20,696 |
| | 23,118 |
|
| (+) Amortization of Intangibles and Other, net | (62,226 | ) | | 56,153 |
|
| (-) Net Unrealized Carried Interest | (1,659,940 | ) | | 401,612 |
|
| (-) Net Unrealized Gains (Losses) | (1,974,531 | ) | | 819,402 |
|
| (+) Unrealized Performance Income Compensation | (675,874 | ) | | 159,880 |
|
| (+) Income Tax Expense (Benefit) | (360,679 | ) | | 167,593 |
|
| (-) Income Taxes Paid | 60,035 |
| | 53,993 |
|
| After-tax Distributable Earnings | $ | 355,294 |
| | $ | 314,083 |
|
|
| | | | | | | | |
| | | As of |
| | | March 31, 2020 | | December 31, 2019 |
| Total GAAP Assets | | $ | 55,601,075 |
| | $ | 60,899,319 |
|
| (-) Impact of Consolidation of Funds and Other Entities | | 34,876,939 |
| | 37,453,629 |
|
| (-) Carry Pool Reclassification | | 773,151 |
| | 1,448,879 |
|
| (-) Other Reclassifications | | 229,683 |
| | 376,360 |
|
| Total Operating Assets | | $ | 19,721,302 |
| | $ | 21,620,451 |
|
Liabilities
|
| | | | | | | | |
| | | As of |
| | | March 31, 2020 | | December 31, 2019 |
| Total GAAP Liabilities | | $ | 29,011,045 |
| | $ | 30,396,945 |
|
| (-) Impact of Consolidation of Funds and Other Entities | | 22,696,035 |
| | 23,841,496 |
|
| (-) Carry Pool Reclassification | | 773,151 |
| | 1,448,879 |
|
| (-) Other Reclassifications | | 229,683 |
| | 376,360 |
|
| Total Operating Liabilities | | $ | 5,312,176 |
| | $ | 4,730,210 |
|
KKR & Co. Inc. Stockholders' Equity - Common Stock
| | | | | | | | | | | |
| As of |
| March 31, 2021 | | December 31, 2020 |
| ($ in thousands) |
| KKR & Co. Inc. Stockholders' Equity - Series I and II Preferred Stock, Common Stock | $ | 13,077,710 | | | $ | 12,118,472 | |
| Series C Mandatory Convertible Preferred Stock | 1,115,792 | | | 1,115,792 | |
| Impact of Consolidation and Other | 419,546 | | | 520,710 | |
| KKR Holdings and Other Exchangeable Securities | 7,209,833 | | | 6,512,382 | |
| Accumulated Other Comprehensive Income (AOCI) and Other (Insurance) | 903,905 | | | — | |
| Book Value | $ | 22,726,786 | | | $ | 20,267,356 | |
|
| | | | | | | | |
| | | As of |
| | | March 31, 2020 | | December 31, 2019 |
| KKR & Co. Inc. Stockholders' Equity - Common Stock | | $ | 8,843,408 |
| | $ | 10,324,936 |
|
| (+) Impact of Consolidation of Funds and Other Entities | | 270,815 |
| | 327,826 |
|
| (-) Other Reclassifications | | 17,446 |
| | 17,446 |
|
| (+) Noncontrolling Interests Held by KKR Holdings L.P. | | 4,785,151 |
| | 5,728,634 |
|
| Book Value | | $ | 13,881,928 |
| | $ | 16,363,950 |
|
The following table provides reconciliations of KKR's GAAP Shares of Class A Common Stock Outstanding to Adjusted Shares:
| | | | | | | | | | | |
| | As of |
| | March 31, 2021 | | December 31, 2020 |
| GAAP Shares of Common Stock Outstanding | 578,269,039 | | | 572,893,738 | |
| Adjustments: | | | |
| KKR Holdings Units | 273,367,712 | | | 275,626,493 | |
Other Exchangeable Securities (1) | 1,222,489 | | | — | |
Common Stock - Series C Mandatory Convertible Preferred Stock (2) | 26,822,600 | | | 29,092,933 | |
Adjusted Shares (3) | 879,681,840 | | | 877,613,164 | |
| | | |
| | | |
| | | |
| | | |
Unvested Shares of Common Stock and Other Exchangeable Securities (4) | 26,687,308 | | | 23,892,201 | |
| | | |
|
| | | | | |
| | As of |
| | March 31, 2020 | | December 31, 2019 |
| GAAP Shares of Class A Common Stock Outstanding | 553,701,980 |
| | 560,007,579 |
|
| Adjustments: | | | |
KKR Holdings Units (1) | 286,477,271 |
| | 290,381,345 |
|
Adjusted Shares (2) | 840,179,251 |
| | 850,388,924 |
|
| | | | |
Unvested Shares of Class A Common Stock (3) | 22,586,749 |
| | 22,712,604 |
|
| |
(1) | Class A common stock that may be issued by KKR & Co. Inc. upon exchange of units in KKR Holdings for Class A common stock. |
| |
(2) | Amounts exclude unvested equity awards granted under our Equity Incentive Plans. |
| |
(3) | Represents equity awards granted under our Equity Incentive Plans. The issuance of Class A common stock of KKR & Co. Inc. pursuant to awards under our Equity Incentive Plans dilutes KKR Class A common stockholders and KKR Holdings pro rata in accordance with their respective percentage interests in the KKR business. Excludes the award of 2,500,000 restricted stock units granted to each of our Co-Presidents/Co-Chief Operating Officers during 2017 that have not met their market-price based vesting condition as of March 31, 2020 or December 31, 2019. See Note 12 "Equity Based Compensation" to the financial statements included elsewhere in this report. |
(2)Assumes that all shares of Series C Mandatory Convertible Preferred Stock have been converted to shares of KKR & Co. Inc. common stock on March 31, 2021 and December 31, 2020. (3)Amounts exclude unvested equity awards granted under our Equity Incentive Plans.
(4)Represents equity awards granted under our Equity Incentive Plans. The issuance of common stock of KKR & Co. Inc. pursuant to equity awards under our Equity Incentive Plans dilutes KKR common stockholders and KKR Holdings pro rata in accordance with their respective ownership interests in the KKR business. Excludes market condition awards that did not met their market-price based vesting conditions as of March 31, 2021 and December 31, 2020.
Liquidity
We manage our liquidity and capital requirements by (i) focusing on our cash flows before the consolidation of our funds and CFEs and the effect of changes in short term assets and liabilities, which we anticipate will be settled for cash within one year.year, and (ii) maintaining access to sufficient liquidity through various sources. The overall liquidity framework and cash management approach of our insurance business are also based on building an investment portfolio that is cash flow matched, providing cash inflows from insurance assets that meet our insurance companies' expected cash outflows to pay their liabilities. Our primary cash flow activities typically involve: (i) generating cash flow from operations; (ii) generating income from investment activities, by investing in investments that generate yield (namely interest and dividends), as well as through the sale of investments and other assets; (iii) funding capital commitments that we have made to, and advancing capital to, our funds and CLOs; (iv) developing and funding new investment strategies, investment products, and other growth initiatives, including acquisitions of other investments, assets, and businesses; (v) underwriting and funding commitments in our capital markets business; (vi) distributing cash flow to our stockholders and holders of our Series A Preferred Stock, Series B Preferred Stock and Series BC Mandatory Convertible Preferred Stock; and (vii) paying borrowings, interest payments, and repayments under credit agreements, our senior and subordinated notes, and other borrowing arrangements. See "—Liquidity—Liquidity Needs—Dividends."
See "—Business Environment" for more details on the potential adverse effects of COVID-19 onfactors that impact our business, financial performance, operating results and valuations.
Sources of Liquidity
Our primary sources of liquidity consist of amounts received from: (i) our operating activities, including the fees earned from our funds, portfolio companies, and capital markets transactions; (ii) realizations on carried interest from our investment funds; (iii) interest and dividends from investments that generate yield, including our investments in CLOs; (iv) in our insurance business, cash inflows in respect of new premiums, policyholder deposits, reinsurance transactions and funding agreements, including through memberships in Federal Home Loan Banks; (v) realizations on and sales of investments and other assets, including the transfers of investments for fund formations; and (v)(vi) borrowings, including advances under our revolving credit facilities, debt offerings, committed repurchase agreements, uncommitted financing, and other borrowing arrangements. In addition, we may generate cash proceeds from sales of our equity securities.
Many of our investment funds provide carried interest. With respect to our private equity funds, carried interest is distributed to the general partner of a private equity fund with a clawback provision only after all of the following are met: (i) a realization event has occurred (e.g., sale of a portfolio company, dividend, etc.); (ii) the vehicle has achieved positive overall investment returns since its inception, in excess of performance hurdles where applicable, and is accruing carried interest; and (iii) with respect to investments with a fair value below cost, cost has been returned to fund investors in an amount sufficient to reduce remaining cost to the investments' fair value. As of March 31, 2020,2021, certain of our funds had met the first and second criteria, as described above, but did not meet the third criteria. In these cases, carried interest accrues on the consolidated statement of operations, but will not be distributed in cash to us as the general partner of an investment fund upon a realization event. For a fund that has a fair value above cost, overall, and is otherwise accruing carried interest, but has one or more investments where fair value is below cost, the shortfall between cost and fair value for such investments is referred to as a "netting hole." When netting holes are present, realized gains on individual investments that would otherwise allow the general partner to receive carried interest distributions are instead used to return invested capital to our funds' limited partners in an amount equal to the netting hole. Once netting holes have been filled with either (a) return of capital equal to the netting hole
for those investments where fair value is below cost or (b) increases in the fair value of those investments where fair value is below cost, then realized carried interest will be distributed to the general partner upon a realization event. A fund that is in a position to pay cash carry refers to a fund for which carried interest is expected to be paid to the general partner upon the next material realization event, which includes funds with no netting holes as well as funds with a netting hole that is sufficiently small in size such that the next material realization event would be expected to result in the payment of carried interest. Strategic investor partnerships with fund investors may require netting across the various funds in which they invest, which may reduce the carried interest we otherwise would have earned if such fund investors were to have invested in our funds without the existence of the strategic investor partnership. See "Risk Factors—Risks Related to Our Business—Strategic investor partnerships have longer investment periods and invest in multiple strategies, which may increase the possibility of a 'netting hole,' which will result in less carried interest for us, as well as clawback liabilities" in our Annual Report.
As of March 31, 2020,2021, netting holes in excess of $50 million existed at sixthree of our private equity funds, which were Americas Fund XII of $652$234 million, Asian Fund II of $494$131 million North America Fund XI of $340 million, Asian Fund III of $179 million, 2006and China Growth Fund of $177 million, and Asian Fund of $93$51 million. In accordance with the criteria set forth above, other funds currently have and may in the future develop netting holes, and netting holes for those and other funds may otherwise increase or decrease in the future.
We have access to funding under various credit facilities, other borrowing arrangements and other sources of liquidity that we have entered into with major financial institutions or which we receive from the capital markets. The following describes these sources of liquidity.
Revolving Credit Agreements, Senior Notes, KFN Debt Obligation, KFN Securities and Real Estate Financing
For a discussion of KKR'sour debt obligations, including our debt securities, revolving credit agreements senior notes, KFN debt obligations, KFN securities and corporate real estate financing,loans, see Note 10 "Debt Obligations" to the audited financial statements included in our Annual Report and Note 1016 "Debt Obligations" to the financial statements included elsewhere in this report.
Preferred Stock
For a discussion of KKR's equity, including our preferred stock, see Part II. Item 5. "Other Information" in this report and Note 15 "Equity" to the audited financial statements included in our Annual Report.
Liquidity Needs
We expect that our primary liquidity needs will consist of cash required to:
•continue to support and grow our business lines, including seeding new strategies, funding our capital commitments made to existing and future funds, co-investments and any net capital requirements of our capital markets companies, pay the costs related to fundraising and launching of new strategies, and otherwise supporting investment vehicles which we sponsor;
warehouse investments in portfolio companies•seed or otherwarehouse investments for the benefit of onenew strategies or more of our funds, vehicles, accounts orincluding CLOs, pending the contribution of committed capital by the investors in such vehicles,funds, and advancing capital to themour funds for operational or other needs;
•pay interest expense;
•service debt obligations, including the payment of obligations upon maturity or redemption, as well as any contingent liabilities that may give rise to future cash payments;payments, including funding requirements to levered investment vehicles;
•fund cash operating expenses and contingencies, including litigation matters;
•pay corporate income taxes and other taxes;
•pay policyholders and amounts in our insurance business related to investment, reinvestment, reinsurance or funding agreement activity;
•pay amounts that may become due under our tax receivable agreement with KKR Holdings;
•pay cash dividends in accordance with our dividend policy for our common stock or the terms of our preferred stock;
•underwrite commitments, advance loan proceeds and fund syndication commitments within our capital markets business;business, and fund any net capital or regulatory requirements of our capital markets companies;
•support and acquire other assets for our Principal Activities business line, including other businesses, investments and assets, some of which may be required to satisfy regulatory requirements for our capital markets business or risk retention requirements for CLOs (to the extent it continues to apply); and
•repurchase KKR's common stock or retire equity awards pursuant to the share repurchase program or other securities issued by KKR.
For a discussion of KKR's share repurchase program, see "Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds—Proceeds — Share Repurchases in the First Quarter of 2020.2021."
On February 1, 2021 we funded the $4.7 billion required to acquire Global Atlantic with $2.9 billion of cash from our own balance sheet, with the balance provided by rollover and co-investors. The purchase price is subject to certain post-closing adjustments, which we expect will require us to pay an incremental amount less than the $150 million maximum as provided under the merger agreement for the Global Atlantic acquisition.
Capital Commitments
The agreements governing our active investment funds generally require the general partners of the funds to make minimum capital commitments to such funds, which generally range from 2% to 8% of a fund's total capital commitments at final closing, but may be greater for certain funds (i) where we are pursuing newer strategies, (ii) where third party investor demand is limited, and (iii) where a larger commitment is consistent with the asset allocation strategy for our balance sheet is pursuing.Principal Activities business line.
The following table presents our uncalled commitments to our active investment funds and other vehicles as of March 31, 2020:2021:
|
| | | |
| | Uncalled Commitments |
| Private Markets | ($ in thousands) |
| Core Investment Vehicles | $ | 1,694,500 |
|
| Asian Fund IV | 1,000,000 |
|
| Americas Fund XII | 412,500 |
|
| Asian Fund III | 352,600 |
|
| Property Partners Americas | 304,700 |
|
| Asia Real Estate Partners | 250,000 |
|
| Asia Pacific Infrastructure Investors | 250,000 |
|
| Global Infrastructure Investors III | 213,200 |
|
| Real Estate Partners Europe II | 200,000 |
|
| Next Generation Technology Growth II | 150,000 |
|
| European Fund V | 145,600 |
|
| Energy Income and Growth Fund II | 118,200 |
|
| Health Care Strategic Growth Fund | 102,400 |
|
| Global Impact Fund | 93,100 |
|
| Real Estate Partners Americas II | 88,000 |
|
| Real Estate Credit Opportunity Partners II | 50,000 |
|
| Other Private Markets Vehicles | 134,600 |
|
| Total Private Markets Commitments | 5,559,400 |
|
| | |
|
| Public Markets | |
| Dislocation Opportunities Fund | 400,000 |
|
| Special Situations Fund II | 69,800 |
|
| Lending Partners Europe II | 56,000 |
|
| Lending Partners III | 14,500 |
|
| Private Credit Opportunities Partners II | 13,600 |
|
| Lending Partners Europe | 11,300 |
|
| Other Public Markets Vehicles | 110,900 |
|
| Total Public Markets Commitments | 676,100 |
|
| | |
|
| Total Uncalled Commitments | $ | 6,235,500 |
|
| | | | | |
| Uncalled
Commitments |
| Private Markets | ($ in thousands) |
| Asian Fund IV | $ | 1,118,500 | |
| Core Investment Vehicles | 919,400 | |
| Americas Fund XII | 325,700 | |
| Real Estate Partners Americas III | 300,000 | |
| Property Partners Americas | 261,000 | |
| Asian Fund III | 216,300 | |
| Asia Real Estate Partners | 215,400 | |
| Real Estate Partners Europe II | 200,000 | |
| Asia Pacific Infrastructure Investors | 193,900 | |
| Global Infrastructure Investors III | 185,300 | |
| Next Generation Technology Growth II | 115,500 | |
| Energy Income and Growth Fund II | 113,900 | |
| European Fund V | 96,400 | |
| Health Care Strategic Growth Fund | 80,700 | |
| Global Impact Fund | 57,600 | |
| Real Estate Partners Americas II | 39,100 | |
| Real Estate Credit Opportunity Partners II | 29,700 | |
| Other Private Markets Vehicles | 1,121,400 | |
| Total Private Markets Commitments | 5,589,800 | |
| |
| Public Markets | |
| Dislocation Opportunities Fund | 260,000 | |
| Lending Partners Europe II | 33,700 | |
| Special Situations Fund II | 26,800 | |
| Private Credit Opportunities Partners II | 16,900 | |
| Lending Partners Europe | 11,300 | |
| Lending Partners III | 8,800 | |
| Other Public Markets Vehicles | 499,500 | |
| Total Public Markets Commitments | 857,000 | |
| |
| Total Uncalled Commitments | $ | 6,446,800 | |
Other Commitments
In addition to the uncalled commitments to our investment funds as shown above, KKR has entered into contractual commitments with respect to (i) the purchase of investments and other assets primarily in our Principal Activities business line and (ii) underwriting transactions, debt financing, and syndications in our Capital Marketscapital markets business line. As of March 31, 2020,2021, these commitments amounted to $200.0$310.3 million and $570.8$965.2 million, respectively.
Whether these amounts are actually funded, in whole or in part, depends on the contractual terms of such commitments, including the satisfaction or waiver of any conditions to closing or funding. Our capital markets business has an arrangementarrangements with a third party,parties, which reducesreduce our risk when underwriting certain debt transactions, and thus our unfunded commitments as of
March 31, 20202021 have been reduced to reflect the amount to be funded by such third party.parties. In the case of purchases of investments or assets in our Principal Activities business line, the amount to be funded includes amounts that are intended to be syndicated to third parties, and the actual amounts to be funded may be less than shown.
On January 14, 2020, KKR committed to invest up to an additional $150 million in KKRour India Financial Servicesdebt finance company to support KKR’sits alternative credit business in India. As of March 31, 2020,2021, none of the $150 million commitment has been invested.
Tax Receivable Agreement
We may be required to acquire KKR Group Partnership Units from time to time pursuant to our exchange agreement with KKR Holdings, which may result in an increase in our tax basis of the assets of KKR Group Partnership at the time of an exchange of KKR Group Partnership Units. We have entered into a tax receivable agreement with KKR Holdings, which requires us to pay to KKR Holdings, or to current and former principalslimited partners who have exchanged KKR Holdings units for KKR's common stock as transferees of KKR Group Partnership Units, 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we realize as a result of the increase in tax basis described above, as well as 85% of the amount of any such savings we realize as a result of increases in tax basis that arise due to future payments under the agreement. As of March 31, 2020,2021, an undiscounted payable of $145.1$214.9 million has been recorded in due to affiliates in the financial statements representing management's best estimate of the amounts currently expected to be owed under the tax receivable agreement. As of March 31, 2020,2021, approximately $43.0$50.2 million of cumulative cash payments have been made under the tax receivable agreement.
Dividends
A dividend of $0.135$0.145 per share of our common stock has been declared for the quarter ended March 31, 2020,2021, which will be paid on June 2, 20201, 2021 to holders of record of our common stock as of the close of business on May 18, 2020.17, 2021.
A dividend of $0.421875 per share of Series A Preferred Stock has been declared and set aside for payment on June 15, 20202021 to holders of record of Series A Preferred Stock as of the close of business on June 1, 2020.2021. A dividend of $0.406250 per share of Series B Preferred Stock has been declared and set aside for payment on June 15, 20202021 to holders of record of Series B Preferred Stock as of the close of business on June 1, 2020.2021. A dividend of $0.75 per share of Series C Mandatory Convertible Preferred Stock has been declared and set aside for payment on June 15, 2021 to holders of record of Series C Mandatory Convertible Preferred Stock as of the close of business on June 1, 2021.
When KKR & Co. Inc. receives distributions from KKR Group Partnership, other equityholders in KKR Group Partnership including KKR Holdings receives itsreceive their pro rata share of such distributions from KKR Group Partnership.
The declaration and payment of dividends to our common stockholders will be at the sole discretion of our board of directors, and our dividend policy may be changed at any time. Our current dividend policy is to pay dividends to holders of our common stock in an annual aggregate amount of $0.54$0.58 per share (or a quarterly dividend of $0.135$0.145 per share), beginning with the dividend announced with respect to the results for the first quarter of 2021. The declaration of dividends is subject to the discretion of our board of directors based on a number of factors, including KKR’s future financial performance and other considerations that the board deems relevant, and compliance with the terms of KKR & Co. Inc.'s certificate of incorporation and applicable law. For U.S. federal income tax purposes, any dividends we pay (including dividends on our preferred stock) generally will be treated as qualified dividend income for U.S. individual stockholders to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. There can be no assurance that future dividends will be made as intended or at all or that any particular dividend policy for our common stock will be maintained. Furthermore, the declaration and payment of distributions by KKR Group Partnership and our other subsidiaries may also be subject to legal, contractual and regulatory restrictions, including restrictions contained in our debt agreements and the terms of the preferred units of KKR Group Partnership.
Preferred Stock
For a discussion of KKR's equity, including our preferred stock, see Financial Statements and Supplementary Data—Note 21 "Equity" to the financial statements included elsewhere in this report.
Other Liquidity Needs
We may also be requiredFrom time to time, we fund various underwriting, syndication and fronting commitments in our capital markets business in connection with the arranging or underwriting of loans, securities or other financial instruments, for which has increased in significance in recent periodswe may draw all or substantially all of our availability for borrowings under the KCM Short-Term Credit Agreement, KCM Credit Agreement and may continue to be significant in future periods.Global Atlantic Revolving Credit Facility. We generally expect thatthese borrowings to be repaid promptly as these commitments will beare syndicated to third parties or otherwise fulfilled or terminated, although we may in some instances elect to retain a portion of the commitments for our own investment.
Contractual Obligations, Commitments and Contingencies
In the ordinary course of business, we (including Global Atlantic) and our consolidated funds and CFEs enter into contractual arrangements that may require future cash payments. The following table sets forth information relating to anticipated future cash payments as of March 31, 2021 excluding consolidated funds and CFEs with a reconciliation of such amounts to the anticipated future cash payments of KKR (including Global Atlantic) and our consolidated funds and CFEs.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Payments due by Period |
| Types of Contractual Obligations | | <1 Year | | 1-3 Years | | 3-5 Years | | >5 Years | | Total |
| | | ($ in millions) |
| Asset Management | | | | | | | | | | |
Uncalled commitments to investment funds (1) | | $ | 6,446.8 | | | $ | — | | | $ | — | | | $ | — | | | $ | 6,446.8 | |
Debt payment obligations (2) | | — | | | 225.8 | | | 45.2 | | | 5,770.8 | | | 6,041.8 | |
Interest obligations on debt payment obligations (3) | | 222.9 | | | 467.6 | | | 465.9 | | | 3,805.0 | | | 4,961.4 | |
Underwriting commitments (4) | | 782.1 | | | — | | | — | | | — | | | 782.1 | |
Lending commitments (5) | | 183.1 | | | — | | | — | | | — | | | 183.1 | |
Purchase commitments (6) | | 160.3 | | | — | | | — | | | — | | | 160.3 | |
| Lease obligations | | 24.2 | | | 56.9 | | | 35.3 | | | 107.8 | | | 224.3 | |
| | | | | | | | | | |
Insurance (7) | | | | | | | | | | |
Policy liabilities (8) | | 9,263.6 | | | 20,962.2 | | | 18,758.7 | | | 78,673.8 | | | 127,658.3 | |
Debt payment obligations (9) | | 150.0 | | | 495.0 | | | — | | | 750.0 | | | 1,395.0 | |
Interest obligations on debt payment obligations (10) | | 65.6 | | | 103.2 | | | 90.5 | | | 576.3 | | | 835.6 | |
Purchase and lease commitments (11) | | 11.8 | | | 22.6 | | | 23.2 | | | 196.7 | | | 254.3 | |
| Total Contractual Obligations of KKR | | $ | 17,310.4 | | | $ | 22,333.3 | | | $ | 19,418.7 | | | $ | 89,880.5 | | | $ | 148,943.0 | |
(+) Uncalled commitments of consolidated funds (12) | | 11,711.7 | | | — | | | — | | | — | | | 11,711.7 | |
(+) Debt payment obligations of consolidated funds, CFEs and Other (13) | | 3,313.6 | | | 3,454.4 | | | 131.2 | | | 21,342.6 | | | 28,241.8 | |
(+) Corporate real estate borrowings (14) | | 490.0 | | | — | | | — | | | — | | | 490.0 | |
(+) Interest obligations of consolidated funds, CFEs and Other (15) | | 647.6 | | | 966.6 | | | 894.5 | | | 2,043.6 | | | 4,552.3 | |
(+) Purchase commitments of consolidated funds (16) | | 454.2 | | | — | | | — | | | — | | | 454.2 | |
| Total Consolidated Contractual Obligations | | $ | 33,927.5 | | | $ | 26,754.3 | | | $ | 20,444.4 | | | $ | 113,266.7 | | | $ | 194,393.0 | |
(1)These uncalled commitments represent amounts committed by us to fund a portion of the purchase price paid for each investment made by our investment funds which are actively investing. Because capital contributions are due on demand, the above commitments have been presented as falling due within one year. However, given the size of such commitments and the pace at which our investment funds make investments, we expect that the capital commitments presented above will be called over a period of several years. See "—Revolving Credit Agreements, Senior Notes, KFN Debt Obligation, KFN Securities and Real Estate Financing—Liquidity Needs."
(2)Amounts include senior notes and subordinated notes issued by KKR and its subsidiaries. KFN's debt obligations are non-recourse to KKR beyond the assets of KFN.
(3)These interest obligations on debt represent estimated interest to be paid over the term of the related debt obligation, which has been calculated assuming the debt outstanding at March 31, 2021 is not repaid until its maturity. Future interest rates are assumed to be those in effect as of March 31, 2021, including both variable and fixed rates, as applicable, provided for by the relevant debt agreements. The amounts presented above include accrued interest on outstanding indebtedness.
(4)Represents various commitments in our capital markets business in connection with the underwriting of loans, securities and other financial instruments. These commitments are shown net of amounts syndicated.
(5)Represents obligations in our capital markets business to lend under various revolving credit facilities.
(6)Represents commitments of KKR and KFN to fund the purchase of various investments.
(7)Global Atlantic has other obligations related to collateral payable held for derivative instruments ($804 million) and outstanding commitments to make investments in commercial mortgage loans, other lending facilities and other investments ($884 million) which have not been included in the above table as the exact timing of these payments cannot be estimated. Global Atlantic's debt obligations are non-recourse to KKR beyond the assets of Global Atlantic.
(8)Policy liabilities for insurance obligations consist of amounts required to meet future obligations for future policy benefits and policy account balances. Amounts presented in the table represent estimated cash payments under such contracts, including significant assumptions related to the receipt of future premiums, mortality, lapse, renewal, withdrawal, and annuitization comparable with actual experience. These assumptions also include market growth and policy crediting consistent with assumptions used in amortizing DAC. All estimated cash payments are not discounted to present value. Accordingly, the total of cash flows presented for all years of $127.7 billion significantly exceeds total policy liabilities of $102.6 billion recorded on the statements of financial condition as of March 31, 2021. Estimated cash payments are also presented gross of reinsurance. Due to the significance of the assumptions used, the amounts presented could differ materially from actual results.
(9)The payments due by period for debt obligations reflects the contractual maturities of principal.
(10)Reflects estimated future interest payments. Future interest on variable rate debt (which includes borrowing under our revolving credit facility, the term loan and the subordinated debentures) was computed using prevailing rates as of March 31, 2021 and, as such, does not consider the impact of future rate movements. Future interest on fixed rate debt was computed using the stated rate on the obligations.
(11)Reflects operational servicing agreements with third-party administrators for policy administration.
(12)Represents uncalled commitments of our consolidated funds excluding KKR's portion of uncalled commitments as the general partner of the respective funds. Because capital contributions are due on demand, the above commitments have been presented as falling due within one year. However, given the size of such commitments and the pace at which our investment funds make investments, we expect that the capital commitments presented above will be called over a period of several years. See "—Revolving Credit Agreements, Senior Notes, KFN Debt Obligation, KFN Securities and Real Estate Financing—Liquidity Needs."
(13)Amounts include (i) financing arrangements entered into by our consolidated funds with the objective of providing liquidity to the funds of $7.9 billion, (ii) debt securities issued by our consolidated CLOs of $18.7 billion and (iii) borrowings collateralized by fund investments, fund co-investments and other assets held by levered investment vehicles of $1.6 billion. Debt securities issued by consolidated CLO entities are supported solely by the investments held at the CLO vehicles and are not collateralized by assets of any other KKR entity. Borrowings by levered investment vehicles are supported solely by the investments held at the investment vehicles and are not collateralized by assets of any other KKR entity. Obligations under financing arrangements entered into by our consolidated funds are generally limited to our pro rata equity interest in such funds. Our management companies bear no obligations to repay any financing arrangements at our consolidated funds.
(14)Represents a debt obligation in connection with the ownership of KKR office space.
(15)The interest obligations on debt of our CFEs and other borrowings represent estimated interest to be paid over the term of the related debt obligation, which has been calculated assuming the debt outstanding at March 31, 2021 is not repaid until its maturity. Future interest rates are assumed to be those in effect as of March 31, 2021, including both variable and fixed rates, as applicable, provided for by the relevant debt agreements. The amounts presented above include accrued interest on outstanding indebtedness.
(16)Represents commitments of consolidated funds to fund the purchase of various investments.
The commitment table above excludes KKR's commitment to invest up to an additional $150 million in our India finance company to support its alternative credit business in India. Additionally, the commitment table above excludes contractual amounts owed under the tax receivable agreement because the ultimate amount and timing of the amounts due are not presently known. See "—Liquidity Needs—Tax Receivable Agreement" in this report and "Risk Factors—We will be required to pay our principals for most of the benefits relating to our use of tax attributes we receive from prior and future exchanges of our common stock for KKR Group Partnership Units and related transactions, and the timing and value of these tax attributes differ from those of our restricted stock units" in our Annual Report.
We may incur contingent liabilities for claims that may be made against us in the future. We enter into contracts that contain a variety of representations, warranties and covenants, including indemnifications. For example, certain of our investment funds and KKR have provided certain indemnities relating to environmental and other matters and have provided nonrecourse carve-out guarantees for fraud, willful misconduct and other customary wrongful acts, each in connection with the financing of certain real estate investments that we have made, including KKR's corporate real estate, and certain investment vehicles we manage or sponsor. KKR has also (i) provided credit support regarding repayment and funding obligations to third-party lenders to certain of its employees, excluding its executive officers, in connection with their personal investments in KKR investment funds and a levered investment vehicle and (ii) provided credit support to one of our hedge fund partnerships. We have also indemnified employees and non-employees against potential liabilities, in connection with their service as described under "Certain Relationships and Related Transactions, and Director Independence—Indemnification of Directors, Officers and Others" in our Annual Report. In addition, we have also provided credit support to certain of our subsidiaries' obligations in connection with certain investment vehicles or partnerships that we manage. For example, KKR has guaranteed the obligations of a general partner to post collateral on behalf of its investment vehicle in connection with such vehicle's derivative transactions. In addition, we have also agreed to be liable for certain investment losses (up to a maximum of approximately $116 million) and/or for providing liquidity in the events specified in the governing documents of certain investment vehicles. Our maximum exposure under these arrangements is currently unknown as our liabilities for these matters would require a claim to be made against us in the future.
The partnership documents governing our carry-paying funds generally include a "clawback" provision that, if triggered, may give rise to a contingent obligation requiring the general partner to return amounts to the fund for distribution to the fund investors at the end of the life of the fund. See Note 23 "Commitments and Contingencies—Contingent Repayment Guarantees" to our financial statements included elsewhere in this report for further information on KKR's potential clawback obligations.
Off Balance Sheet Arrangements
Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-balance sheet financings or liabilities.
Critical Accounting Policies
The preparation of our financial statements in accordance with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of fees, expenses and investment income. Our management bases these estimates and judgments on available information, historical experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates, judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or changes in our analyses. If actual amounts are ultimately different from those estimated, judged or assumed, revisions are included in the financial statements in the period in which the actual amounts become known. We believe our critical accounting policies could potentially produce materially different results if we were to change underlying estimates, judgments or assumptions.
The following discusses certain aspects of our critical accounting policies. For a full discussion of these and all critical accounting policies, see Note 2 "Summary of Significant Accounting Policies" to the financial statements included elsewhere in this report.
Critical Accounting Policies - Asset Management
Recognition of Investment Income
Investment income consists primarily of the net impact of: (i) realized and unrealized gains and losses on investments; (ii) dividends; (iii) interest income; (iv) interest expense and (v) foreign exchange gains and losses relating to mark-to-market activity on foreign exchange forward contracts, foreign currency options, foreign denominated debt and debt securities issued by consolidated CFEs.
Certain of our investment funds are consolidated. When a fund is consolidated, the portion of our funds' investment income that is allocable to our carried interests and capital investments is not shown in the consolidated statements of operations. For funds that are consolidated, all investment income (loss), including the portion of a funds' investment income (loss) that is allocable to KKR's carried interest, is included in investment income (loss) on the consolidated statements of operations. The carried interest that KKR retains in net income (loss) attributable to KKR & Co. Inc. is reflected as an adjustment to net income (loss) attributable to noncontrolling interests. However, because certain of our funds remain consolidated and because we hold a minority economic interest in these funds' investments, our share of the investment income is less than the total amount of investment income presented in the consolidated statements of operations for these consolidated funds.
Recognition of Carried Interest in the Statement of Operations
Carried interest entitles the general partner of a fund to a greater allocable share of the fund's earnings from investments relative to the capital contributed by the general partner and correspondingly reduces noncontrolling interests' attributable share of those earnings. Carried interest is earned by the general partner of those funds to the extent that cumulative investment returns are positive and where applicable, preferred return thresholds have been met. If these investment returns decrease or turn negative in subsequent periods, recognized carried interest will be reversed and reflected as losses in the statement of operations. For funds that are not consolidated, amounts earned pursuant to carried interest are included in capital allocation-based income (loss) in the consolidated statements of operations. Amounts earned pursuant to carried interest at consolidated funds are eliminated upon consolidation of the fund and are included as investment income (loss) in net gains (losses) from investment activities along with all of the other investment gains and losses at the consolidated fund.
Carried interest is recognized in the statement of operations based on the contractual conditions set forth in the agreements governing the fund as if the fund were terminated and liquidated at the reporting date and the fund's investments were realized at the then estimated fair values. Due to the extended durations of our private equity funds, we believe that this approach results
in income recognition that best reflects our periodic performance in the management of those funds. Amounts earned pursuant to carried interest are earned by the general partner of those funds to the extent that cumulative investment returns are positive and where applicable, preferred return thresholds have been met. If these investment amounts earned decrease or turn negative in subsequent periods, recognized carried interest will be reversed and to the extent that the aggregate amount of carry distributions received by the general partner during the term of the fund exceed the amount to which the general partner was ultimately entitled, a clawback obligation would be recorded. For funds that are not consolidated, this clawback obligation, if any, is reflected as a reduction of our investment balance as this is where carried interest is initially recorded. For funds that are consolidated, this clawback obligation, if any, is reflected as an increase in noncontrolling interests in the consolidated statements of financial condition.
Prior to 2012, most of our historical private equity funds that provide for carried interest do not have a preferred return. For these funds, the management company is required to refund up to 20% of any management fees earned from its limited partners in the event that the fund recognizes carried interest. At such time as the fund recognizes carried interest in an amount sufficient to cover 20% of the management fees earned or a portion thereof, a liability due to the fund's limited partners is recorded and revenue is reduced for the amount of the carried interest recognized, not to exceed 20% of the management fees earned. The refunds to the limited partners are paid, and liabilities relieved, at such time that the underlying investment is sold and the associated carried interest is realized. In the event that a fund's carried interest is not sufficient to cover all or a portion of the amount that represents 20% of the earned management fees, such management fees would be retained and not returned to the funds' limited partners.
Most of our investment funds that provide for carried interest and were launched after 2012, however, have a preferred return. In this case, the management company does not refund the management fees earned from the limited partners of the fund as described above. Instead, the management fee is effectively returned to the limited partners through a reduction of the realized gain on which carried interest is calculated. To calculate the carried interest, KKR calculates whether a preferred return has been achieved based on an amount that includes all of the management fees paid by the limited partners as well as the other capital contributions and expenses paid by them to date. To the extent the fund has exceeded the preferred return at the time of a realization event, and subject to any other conditions for the payment of carried interest like netting holes, carried interest is distributed to the general partner. Until the preferred return is achieved, no carried interest is recorded. Thereafter, the general partner is entitled to a catch up allocation such that the general partner's carried interest is paid in respect of all of the fund's net gains, including the net gains used to pay the preferred return, until the general partner has received the full percentage amount of carried interest that the general partner is entitled to under the terms of the fund. In general, investment funds that entitle the management company to receive an incentive fee have a preferred return and are calculated on a similar basis that takes into account management fees paid.
Critical Accounting Policies - Insurance
Policy liabilities
Policy liabilities, or collectively, "reserves," are the portion of past premiums or assessments received that are set aside to meet future policy and contract obligations as they become due. Interest accrues on the reserves and on future premiums, which may also be available to pay for future obligations. Global Atlantic establishes reserves to pay future policy benefits, claims, and certain expenses for its life policies and annuity contracts.
Global Atlantic's reserves are estimated based on models that include many actuarial assumptions and projections. These assumptions and projections, which are inherently uncertain, involve significant judgment, including assumptions as to the levels and/or timing of premiums, benefits, claims, expenses, interest credits, investment results (including equity market returns), mortality, longevity, and persistency.
The assumptions on which reserves are based are intended to represent an estimation of experience for the period that policy benefits are payable. Global Atlantic reviews the adequacy of its reserves and the assumptions underlying those reserves at least annually. Global Atlantic cannot, however, determine with precision the amount or the timing of actual benefit payments. If actual experience is better than or equal to the assumptions, then reserves would be adequate to provide for future benefits and expenses. If experience is worse than the assumptions, additional reserves may be required to meet future policy and contract obligations. This would result in a charge to our net income during the period in which excess benefits are paid or an increase in reserves occurs.
For a majority of Global Atlantic's in-force policies, including its universal life policies and most annuity contracts, the base policy reserve is equal to the account value. For these products, the account value represents its obligation to repay to the policyholder the amounts held on deposit. However, there are several significant blocks of business where policy reserves, in
addition to the account value, are explicitly calculated, including variable annuities, fixed-indexed annuities, universal life products with secondary guarantees, indexed universal life and preneed policies.
Guaranteed minimum death benefits ("GMDB")
Some of Global Atlantic's variable annuity and fixed-indexed annuity contracts contain a GMDB feature that provides a guarantee that the benefit received at death will be no less than a prescribed minimum amount, even if the account balance is reduced to zero. This amount is based on either the net deposits paid into the contract, the net deposits accumulated at a specified rate, the highest historical account value on a contract anniversary, or sometimes a combination of these values. If the GMDB is higher than the current account value at the time of death, Global Atlantic incurs a cost equal to the difference.
Guaranteed minimum withdrawal benefits ("GMWB")
Global Atlantic issues fixed-indexed annuity and variable annuity contracts with a guaranteed minimum withdrawal feature. GMWB are an optional benefit where the contract owner is entitled to withdraw a maximum amount of their benefit base each year.
Once exercised, living benefit features provide annuity policyholders with a minimum guaranteed stream of income for life. A policyholder’s annual income benefit is generally based on an annual withdrawal percentage multiplied by the benefit base. The benefit base is defined in the policy and is generally the initial premium, reduced by any partial withdrawals and increased by a defined percentage, formula or index credits. Any living benefit payments are first deducted from the account value. Global Atlantic is responsible for paying any excess guaranteed living benefits still owed after the account value has reached zero.
The ultimate cost of these benefits will depend on the level of market returns and the level of contractual guarantees, as well as policyholder behavior, including surrenders, withdrawals, and benefit utilization. For fixed-indexed annuity products, costs also include certain non-guaranteed terms that impact the ultimate cost, such as caps on crediting rates that Global Atlantic can, in its discretion, reset annually.
GMDB and GMWB sensitivities
As of March 31, 2021, the GMDB and GMWB liability balance totaled $946 million. As of March 31, 2021, the liability balances for GMDB were $22 million for fixed-indexed annuities and $23 million for variable annuities. As of March 31, 2021, the liability balances for GMWB were $901 million for fixed-indexed annuities. The increase (decrease) to the GMDB and GMWB liability balance as a result of hypothetical changes in projected assessments, equity market prices, and annual equity growth is summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of such balances.
| | | | | | | | |
| | March 31, 2021 |
| ($ in thousands) | | |
| Balance | | $ | 946,407 | |
| Hypothetical change: | | |
| +10% future assessments(1) | | (10,670) | |
| -10% future assessments(1) | | 11,195 | |
| +10% equity market prices | | (7,679) | |
| -10% equity market prices | | 8,813 | |
| 1% lower annual equity growth | | 1,936 | |
________________Note: Hypothetical changes to the liability balance do not reflect the impact of related hedges.
(1)The assessments used to accrue liabilities are generally based on investment yields, realized gains and losses, rider charges, surrender charges, and asset-based fees, such as mortality and expense fees.
Embedded derivatives
Global Atlantic's fixed-indexed annuity, variable annuity and indexed universal life products contain equity-indexed features, which are considered embedded derivatives and are required to be measured at fair value.
The embedded derivative is calculated as the present value of future projected benefits in excess of the projected guaranteed benefits, using an option budget as the indexed account value growth rate. In addition, the fair value of the embedded derivative is reduced to reflect the risk of non-performance on Global Atlantic's obligations (i.e., own credit risk).
Changes in interest rates, future index credits, Global Atlantic's own credit risk, projected withdrawal and surrender activity, and mortality on fixed-indexed annuity and indexed universal life contracts can have a significant impact on the value of the embedded derivative.
Valuation of embedded derivatives – Fixed-indexed annuities
Fixed-indexed annuity contracts allow the policyholder to elect a fixed interest rate of return or a market indexed strategy where interest credited is based on the performance of an index, such as the S&P 500 Index, or other indexes. The market indexed strategy is an embedded derivative, similar to a call option. The fair value of the embedded derivative is computed as the present value of benefits attributable to the excess of the projected policy contract values over the projected minimum guaranteed contract values. The projections of policy contract values are based on assumptions for future policy growth, which include assumptions for expected index credits, future equity option costs, volatility, interest rates, and policyholder behavior. The projections of minimum guaranteed contract values include the same assumptions for policyholder behavior as are used to project policy contract values. The embedded derivative cash flows are discounted using a risk-free interest rate increased by a non-performance risk spread tied to Global Altantic's own credit rating.
Valuation of embedded derivatives – Indexed universal life
Indexed universal life products allow a policyholder’s account value to grow based on the performance of certain equity indexes, which result in an embedded derivative similar to a call option. The embedded derivative related to the index is bifurcated from the host contract and measured at fair value. The valuation of the embedded derivative is the present value of future projected benefits in excess of the projected guaranteed benefits, using the option budget as the indexed account value growth rate and the guaranteed interest rate as the guaranteed account value growth rate. Present values are based on discount rate curves determined at the valuation date/issue date as well as assumed lapse and mortality rates. The discount rate equals the forecast treasury rate plus a non-performance risk spread tied to Global Atlantic’s own credit rating. Changes in discount rates and other assumptions such as spreads and/or option budgets can have a substantial impact on the embedded derivative.
Valuation of embedded derivatives – Variable annuities
Variable annuity contracts offered and assumed by Global Atlantic provide the contractholder with GMDB and/or GMWB. The liabilities for these benefits are included in policy liabilities in the consolidated statement of financial condition. The change in the liabilities for these benefits is included in policy benefits and claims in the consolidated statements of operation.
Global Atlantic has issued variable annuity contracts with GMDB features. Global Atlantic elected the fair value option to measure the liability for certain of these variable annuity contracts, valued at $566 million as March 31, 2021. Fair value is calculated as the present value of the estimated death benefits less the present value of the GMDB fees, using 1,000 risk neutral scenarios. Global Atlantic discounts the cash flows using U.S. Treasury rates plus an adjustment for its own company credit risk.
Global Atlantic also issues variable annuity contracts with a GMWB. The GMWB feature represents an embedded derivative. The embedded derivative is required to be bifurcated and measured at fair value. This liability is calculated as the present value of the excess GMWB claims less the present value of GMWB fees, using 1,000 risk neutral scenarios. Global Atlantic discounts the cash flows using U.S. Treasury rates plus an adjustment for its own company credit risk.
As of March 31, 2021, the embedded derivative liability balance totaled $896.6 million for fixed-indexed annuities, $434.2 million for indexed universal life and $88.3 million for variable annuities. As of March 31, 2021, variable annuities accounted for using the fair value option was $566 million. The increase (decrease) to the embedded derivatives on fixed-indexed annuity, indexed universal life, and variable annuity products as a result of hypothetical changes in interest rates, non-performance risk premium, and equity market prices is summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of such balances.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2021 |
| | FIA | | IUL | | VA | | VA (FVO) |
| ($ in thousands) | | | | |
| Balance | | $ | 896,582 | | | $ | 434,242 | | | $ | 88,327 | | | $ | 565,642 | |
| | | | | | | | |
| Hypothetical change: | | | | | | | | |
| +50 bps interest rates | | (22,090) | | | (4,260) | | | (65,781) | | | (33,550) | |
| -50 bps interest rates | | 25,328 | | | 5,035 | | | 76,520 | | | 36,401 | |
'+25bps non-performance risk premium | | 13,875 | | | 2,250 | | | 16,627 | | | 10,809 | |
'-25bps non-performance risk premium | | (13,875) | | | (2,250) | | | (16,627) | | | (10,809) | |
| +10% equity market prices | | 264,429 | | | 45,380 | | | (49,876) | | | (25,010) | |
| -10% equity market prices | | (212,655) | | | (67,640) | | | 61,853 | | | 29,250 | |
________________Note: Hypothetical changes to the liability balances do not reflect the impact of related hedges.
Valuation of embedded derivatives in modified coinsurance or funds withheld
Global Atlantic's reinsurance agreements include modified coinsurance and coinsurance with funds withheld arrangements that include terms that require payment by the ceding company of a principal amount plus a return that is based on a proportion of the ceding company’s return on a designated portfolio of assets. Because the return on the receivable held by the assuming company is not clearly and closely related to the host insurance contract, these contracts are deemed to contain embedded derivatives, which are measured at fair value. Global Atlantic is exposed to both the market risk and the credit risk of the assets. Changes in discount rates and other assumptions can have a significant impact on this embedded derivative. The fair value of the embedded derivatives is included in the funds withheld receivable at interest and funds withheld payable at interest line items on the consolidated statement of financial condition. The change in the fair value of the embedded derivatives is recorded in net investment gains (losses) in the consolidated statement of operations.
As of March 31, 2021, the embedded derivative balance for modified coinsurance or funds withheld arrangements was a $369.1 million net asset ($55.9 million in funds withheld receivables at interest, and $(313.2) million in funds withheld payable at interest.) The increase (decrease) to the balance as a result of hypothetical changes in credit spreads and interest rates is summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other factors that impact the embedded derivative balance for modified coinsurance or funds withheld arrangements.
| | | | | | | | | | | | | | |
| | March 31, 2021 |
| | Embedded derivative on funds withheld receivable at interest | | Embedded derivative on funds withheld payable at interest |
| ($ in thousands) | | | | |
| Balance | | $ | 55,883 | | | $ | (313,230) | |
| Hypothetical change: | | | | |
| +25 bps credit spreads | | (31,696) | | | (204,250) | |
| -25 bps credit spreads | | 31,696 | | | 204,250 | |
| +50 bps interest rates | | (25,046) | | | (441,000) | |
| -50 bps interest rates | | 33,277 | | | 441,000 | |
________________Note: Hypothetical changes to the funds withheld receivable and payable embedded derivative balances do not reflect the impact of related hedges or trading assets which back the funds withheld at interest.
Critical Accounting Policies - Combined
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Except for certain of KKR's equity method investments and debt obligations, KKR's investments and other financial instruments are recorded at fair value or at amounts whose carrying values approximate fair value.
GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Investments and other financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I
Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date. The types of financial instruments included in this category are publicly-listed equities and securities sold short.
We classified 3.6% of total investments measured and reported at fair value as Level I at March 31, 2020.
Level II
Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies. The types of financial instruments included in this category are credit investments, investments and debt obligations of consolidated CLO entities, convertible debt securities indexed to publicly-listed securities, less liquid and restricted equity securities and certain over-the-counter derivatives such as foreign currency option and forward contracts.
We classified 39.1% of total investments measured and reported at fair value as Level II at March 31, 2020.
Level III
Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments generally included in this category are private portfolio companies, real assets investments, credit investments, equity method investments for which the fair value option was elected and investments and debt obligations of consolidated CMBS entities.
We classified 57.3% of total investments measured and reported at fair value as Level III at March 31, 2020. The valuation of our Level III investments at March 31, 20202021 represents management's best estimate of the amounts that we would anticipate realizing on the sale of these investments in an orderly transaction at such date.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Level III Valuation Methodologies
With respect to our private equity portfolio, which includes growth equityOur investments we generally employ two valuation methodologies when determining the fair value of an investment. The first methodology is typically a market comparables analysis that considers keyand financial inputs and recent public and private transactions and other available measures. The second methodology utilized is typically a discounted cash flow analysis, which incorporates significant assumptions and judgments. Estimates of key inputs used in this methodology include the weighted average cost of capital for the investment and assumed inputs used to calculate terminal values, such as exit EBITDA multiples. In certain cases the results of the discounted cash flow approach can be significantly impacted by these estimates. Other inputs are also used in both methodologies. Also, as discussed in greater detail under "—Business Environment" and "Risk Factors—Risks Related to the Assets We Manage—Our investmentsinstruments are impacted by various economic conditions and events outside of our control that are difficult to quantify or predict, butwhich may have a significant adverse impact on the valuevaluation of our investments" in this report,investments and, therefore, on the carried interest and investment income we realize. Additionally, a change in interest rates could have a significant impact on valuations. In addition, when a definitive agreement has been executed to sell an investment, KKR generally considers a significant determinant of fair value to be the consideration to be received by KKR pursuant to the executed definitive agreement.
Upon completion of the valuations conducted using these methodologies, a weighting is ascribed to each method, and an illiquidity discount is typically applied where appropriate. The ultimate fair value recorded for a particular investment will generally be within a range suggested by the two methodologies, except that the value may be higher or lower than such range in the case of investments being sold pursuant to an executed definitive agreement.
Across the total Level III private equity investment portfolio (including core investments), and including investments in both consolidated and unconsolidated investment funds, approximately 60% of the fair value is derived from investments that are valued based exactly 50% on market comparables and 50% on a discounted cash flow analysis. Less than 3%5% of the fair value of this Level III private equity investment portfolio is derived from investments that are valued either based 100% on market comparables or 100% on a discounted cash flow analysis. As of March 31, 2020,2021, the overall weights ascribed to the market comparables methodology, the discounted cash flow methodology, and a methodology based on pending sales for this portfolio of Level III private equity investments were 41%39%, 50%51%, and 9%10%, respectively.
In the case of growth equity investments, enterprise values may be determined using the market comparables analysis and discounted cash flow analysis described above. A scenario analysis may also be conducted to subject the estimated enterprise values to a downside, base and upside case, which involves significant assumptions and judgments. A milestone analysis may also be conducted to assess the current level of progress towards value drivers that we have determined to be important, which involves significant assumptions and judgments. The enterprise value in each case may then be allocated across the investment's capital structure to reflect the terms of the security and subjected to probability weightings. In certain cases, the values of growth equity investments may be based on recent or expected financings.
Real asset investments in infrastructure, energy and real estate are valued using one or more of the discounted cash flow analysis, market comparables analysis and direct income capitalization, which in each case incorporates significant assumptions and judgments. Infrastructure investments are generally valued using the discounted cash flow analysis. Key inputs used in this methodology can include the weighted average cost of capital and assumed inputs used to calculate terminal values, such as exit EBITDA multiples. Energy investments are generally valued using a discounted cash flow analysis. Key inputs used in this methodology that require estimates include the weighted average cost of capital. In addition, the valuations of energy investments generally incorporate both commodity prices as quoted on indices and long-term commodity price forecasts, which may be substantially different from, and are currently higher than, commodity prices on certain indices for equivalent future dates. Certain energy investments do not include an illiquidity discount. Long-term commodity price forecasts are utilized to capture the value of the investments across a range of commodity prices within the energy investment portfolio associated with future development and to reflect a range of price expectations. Real estate investments are generally valued using a combination of direct income capitalization and discounted cash flow analysis. Key inputs used in such methodologies that require estimates include an unlevered discount rate and current capitalization rate, and certain real estate investments do not include a minimum illiquidity discount. The valuations of real assets investments also use other inputs.
For GAAP purposes, where KKR holds energy investments consisting of working interests in oil and gas properties directly and not through an investment fund, such working interests are consolidated based on the proportion of the working interests held by us. Accordingly, we reflect the assets, liabilities, revenues, expenses, investment income and cash flows of the consolidated working interests on a gross basis and changes in the value of these energy investments are not reflected as unrealized gains and losses in the consolidated statements of operations. Accordingly, a change in fair value for these investments does not result in a decrease in net gains (losses) from investment activities, but may result in an impairment charge reflected in general, administrative and other expenses. For non-GAAP purposes, these directly held working interests are treated as investments and changes in value are reflected in our operating results as unrealized gains and losses.
On a non-GAAP basis, our energy real asset investments in oil and gas properties as of March 31, 2020 had a fair value of approximately $518 million. Based on this fair value, we estimate that an immediate, hypothetical 10% decline in the fair value of these energy investments from one or more adverse movements to the investments' valuation inputs would result in a decline in book value of $51.8 million. As of March 31, 2020, if we were to value our energy investments using only the commodity prices as quoted on indices and did not use long-term commodity price forecasts, and also held all other inputs to their valuation constant, we estimate that book value would have been approximately $44 million lower.
These hypothetical declines relate only to book value. There would be no current impact on KKR's unrealized carried interest since all of the investment funds which hold these types of energy investments have investment values that are either below their cost or not currently accruing carried interest. Additionally, there would be no impact on fees since fees earned from investment funds which hold investments in oil and gas properties are based on either committed capital or capital invested.
Credit investments are valued using values obtained from dealers or market makers, and where these values are not available, credit investments are generally valued by us based on ranges of valuations determined by an independent valuation firm. Valuation models are based on discounted cash flow analyses, for which the key inputs are determined based on market comparables, which incorporate similar instruments from similar issuers.
There is inherent uncertainty involved in the valuation of Level III investments, and there is no assurance that, upon liquidation, KKR will realize the values reflected in our valuations. Our valuations may differ significantly from the values that would have been used had an active market for the investments existed, and it is reasonably possible that the difference could be material. Furthermore, the recent market volatility caused by COVID-19 and the uncertainty surrounding its full impact have amplified the possibility that our future valuations may materially change from those reflected as of March 31, 2020. See "—Business Environment" for more details on the potential adverse effects of COVID-19 onfactors that impact our business, financial performance, operating results and valuations.
Key unobservable inputs that have a significant impact on our Level III investment valuations as described above are included in Item 8. Financial Statements and Supplementary Data—Note 59 "Fair Value Measurements."Measurements" to our financial statements included elsewhere in this report.
Level III Valuation Process
The valuation process involved for Level III measurements is completed on a quarterly basis and is designed to subject the valuation of Level III investments to an appropriate level of consistency, oversight, and review.
For Private Markets investments classified as Level III, investment professionals prepare preliminary valuations based on their evaluation of financial and operating data, company specific developments, market valuations of comparable companies and other factors. KKR begins its procedures to determine the fair values of its Level III assets one month prior to the end of a reporting period, and KKR follows additional procedures to ensure that its determinations of fair value for its Level III assets are appropriate as of the relevant reporting date. These preliminary valuations are reviewed by an independent valuation firm engaged by KKR to perform certain procedures in order to assess the reasonableness of KKR's valuations annually for all Level III investments in Private Markets and quarterly for investments other than certain investments, which have values less than preset value thresholds and which in the aggregate comprise less than 1% of the total value of KKR's Level III Private Markets investments. The valuations of certain real asset investments are determined solely by an independent valuation firmfirms without the preparation of preliminary valuations by our investment professionals, and instead such independent valuation firm reliesfirms rely on valuation information available to it as a broker or valuation firm. For credit investments and debt obligations of consolidated CMBS vehicles,in Public Markets, an independent valuation firm is generally engaged quarterly by KKR to assist with respect tothe valuations of most investments classified as Level III. The valuation firm either provides a value, or provides a valuation range from which KKR's investment professionals select a point in the range to determine the preliminary valuation, or performs certain procedures in order to assess the reasonableness and provide positive assurance of KKR's valuations. After reflecting any input from the independent valuation firm, the valuation proposals are submitted for review and approval by KKR's valuation committees. As
of March 31, 2020,2021, less than 3%4% of the total value of our Level III credit investments were not valued with the engagement of an independent valuation firm.
For Level III investments in Asset Management, KKR has a global valuation committee that is responsible for coordinating and implementing the firm's valuation process to ensure consistency in the application of valuation principles across portfolio investments and between periods. The global valuation committee is assisted by the asset class-specific valuation committees that exist for private equity (including core investments and certain impact investments), growth equity (including certain impact investments), real estate, energy, and infrastructure and credit. The asset class-specific valuation committees are responsible for the review and approval of all preliminary Level III valuations in their respective asset classes on a quarterly basis. The members of these valuation committees are comprised of investment professionals, including the heads of each respective strategy, and professionals from business operations functions such as legal, compliance and finance, who are not primarily responsible for the management of the investments.
All Level III valuations for investments in Asset Management are also subject to approval by the global valuation committee, which is comprised of senior employees including investment professionals and professionals from business operations functions, and includes one of KKR's Co-Presidents and Co-Presidents/Co-Chief Operating Officers and its Chief Financial Officer, General Counsel and Chief Compliance Officer. When valuations are approved by the global valuation committee after reflecting any input from it, the valuations of Level III investments, as well as the valuations of Level I and Level II investments, are presented to the audit committeeAudit Committee of the boardBoard of directorsDirectors of KKR & Co. Inc. and are then reported to the boardBoard of directors.Directors.
Level III investments held by Global Atlantic are valued on the basis of pricing services, reputable broker-dealers or internal models. Global Atlantic performs a quantitative and qualitative analysis and review of the information and prices received from independent pricing services as well as broker-dealers to verify that it represents a reasonable estimate of fair value. For all the internally developed models, Global Atlantic seeks to verify the reasonableness of fair values by analyzing the inputs and other assumptions used. As of March 31, 2021, approximately 58% of these investments were priced via external sources, while approximately 42% were valued on the basis of internal models. When valuations are approved by Global Atlantic's management, the valuations of its Level III investments, as well as the valuations of Level I and Level II investments, are presented to the Audit Committee of the Board of Directors of KKR & Co. Inc. and are then reported to the Board of Directors.
As of March 31, 2020,2021, upon completion by, where applicable, an independent valuation firmfirms of certain limited procedures requested to be performed by them on certain Level III investments, the independent valuation firmfirms concluded that the fair values, as determined by KKR (including Global Atlantic), of those investments reviewed by them were reasonable. The limited procedures did not involve an audit, review, compilation or any other form of examination or attestation under generally accepted auditing standards and were not conducted on all Level III investments. We are responsible for determining the fair value of investments in good faith, and the limited procedures performed by an independent valuation firm are supplementary to the inquiries and procedures that we are required to undertake to determine the fair value of the commensurate investments.
There were no changes made to our Level III valuation process as a result of COVID-19.
As described above, Level II and Level III investments were valued using internal models with significant unobservable inputs, and our determinations of the fair values of these investments may differ materially from the values that would have resulted if readily observable inputs had existed. Additional external factors may cause those values, and the values of investments for which readily observable inputs exist, to increase or decrease over time, which may create volatility in our earnings and the amounts of assets and stockholders' equity that we report from time to time.
Changes in the fair value of investments impacts the amount of carried interest that is recognized as well as the amount of investment income that is recognized for investments held directly in Asset Management and through our consolidated funds as described below. We estimate that an immediate 10% decrease in the fair value of investments held directly and through consolidated investment funds generally would result in a commensurate change in the amount of net gains (losses) from investment activities for investments held directly and through investment funds and a more significant impact to the amount of carried interest recognized, regardless of whether the investment was valued using observable market prices or management estimates with significant unobservable pricing inputs. With respect to consolidated investment funds, the impact that the consequential decrease in investment income would have on net income attributable to KKR would generally be significantly less than the amount described above, given that a majority of the change in fair value of our consolidated funds would be attributable to noncontrolling interests and therefore we are only impacted to the extent of our carried interest and our balance sheet investments. With respect to Insurance, a decrease in investment income for certain assets where investment gains and losses are recognized through the statement of operations would impact KKR only to the extent of our economic ownership interest in Global Atlantic.
As of March 31, 2020,2021, there were no investments which represented greater than 5%of total investments on a GAAP basis. On a non-GAAP basis, as of March 31, 2020,2021, investments which represented greater than 5% of total non-GAAP investments consisted of Fiserv, Inc. and USI, Inc. (financial services sector) valued at $1,415.1$1,400.3 million and $800.2$987.8 million, respectively. Our investment income on a GAAP basis and our book value can be impacted by volatility in the public markets related to our holdings of publicly traded securities, including our sizable holdings of Fiserv, Inc. and BridgeBio Pharma Inc. See "—Business Environment" for a discussion on the impact of global equity markets on our financial condition and "—Non-GAAP Balance Sheet Measures" for additional information regarding our largest holdings on a non-GAAP basis.
Recognition of Investment Income
Investment income consists primarily of the net impact of: (i) realized and unrealized gains and losses on investments; (ii) dividends; (iii) interest income; (iv) interest expense and (v) foreign exchange gains and losses relating to mark-to-market activity on foreign exchange forward contracts, foreign currency options, foreign denominated debt and debt securities issued by consolidated CFEs.
Certain of our investment funds are consolidated. When a fund is consolidated, the portion of our funds' investment income that is allocable to our carried interests and capital investments is not shown in the consolidated statements of operations. For funds that are consolidated, all investment income (loss), including the portion of a funds' investment income (loss) that is allocable to KKR's carried interest, is included in investment income (loss) on the consolidated statements of operations. The carried interest that KKR retains in net income (loss) attributable to KKR & Co. Inc. is reflected as an adjustment to net income (loss) attributable to noncontrolling interests. However, because certain of our funds remain consolidated and because we hold a minority economic interest in these funds' investments, our share of the investment income is less than the total amount of investment income presented in the consolidated statements of operations for these consolidated funds.
Recognition of Carried Interest in the Statement of Operations
Carried interest entitles the general partner of a fund to a greater allocable share of the fund's earnings from investments relative to the capital contributed by the general partner and correspondingly reduces noncontrolling interests' attributable share of those earnings. Carried interest is earned by the general partner of those funds to the extent that cumulative investment returns are positive and where applicable, preferred return thresholds have been met. If these investment returns decrease or turn negative in subsequent periods, recognized carried interest will be reversed and reflected as losses in the statement of operations. For funds that are not consolidated, amounts earned pursuant to carried interest are included in capital allocation-based income (loss) in the consolidated statements of operations. Amounts earned pursuant to carried interest at consolidated funds are eliminated upon consolidation of the fund and are included as investment income (loss) in net gains (losses) from investment activities along with all of the other investment gains and losses at the consolidated fund.
Carried interest is recognized in the statement of operations based on the contractual conditions set forth in the agreements governing the fund as if the fund were terminated and liquidated at the reporting date and the fund's investments were realized at the then estimated fair values. Due to the extended durations of our private equity funds, we believe that this approach results in income recognition that best reflects our periodic performance in the management of those funds. Amounts earned pursuant to carried interest are earned by the general partner of those funds to the extent that cumulative investment returns are positive and where applicable, preferred return thresholds have been met. If these investment amounts earned decrease or turn negative in subsequent periods, recognized carried interest will be reversed and to the extent that the aggregate amount of carry distributions received by the general partner during the term of the fund exceed the amount to which the general partner was ultimately entitled, a clawback obligation would be recorded. For funds that are not consolidated, this clawback obligation, if any, is reflected as a reduction of our investment balance as this is where carried interest is initially recorded. For funds that are consolidated, this clawback obligation, if any, is reflected as an increase in noncontrolling interests in the consolidated statements of financial condition.
Prior to 2012, most of our historical private equity funds that provide for carried interest do not have a preferred return. For these funds, the management company is required to refund up to 20% of any management fees earned from its limited partners in the event that the fund recognizes carried interest. At such time as the fund recognizes carried interest in an amount sufficient to cover 20% of the management fees earned or a portion thereof, a liability due to the fund's limited partners is recorded and revenue is reduced for the amount of the carried interest recognized, not to exceed 20% of the management fees earned. The refunds to the limited partners are paid, and liabilities relieved, at such time that the underlying investment is sold and the associated carried interest is realized. In the event that a fund's carried interest is not sufficient to cover all or a portion of the amount that represents 20% of the earned management fees, such management fees would be retained and not returned to the funds' limited partners.
Most of our investment funds that provide for carried interest and were launched after 2012, however, have a preferred return. In this case, the management company does not refund the management fees earned from the limited partners of the fund as described above. Instead, the management fee is effectively returned to the limited partners through a reduction of the realized gain on which carried interest is calculated. To calculate the carried interest, KKR calculates whether a preferred return has been achieved based on an amount that includes all of the management fees paid by the limited partners as well as the other capital contributions and expenses paid by them to date. To the extent the fund has exceeded the preferred return at the time of
a realization event, and subject to any other conditions for the payment of carried interest like netting holes, carried interest is distributed to the general partner. Until the preferred return is achieved, no carried interest is recorded. Thereafter, the general partner is entitled to a catch up allocation such that the general partner's carried interest is paid in respect of all of the fund's net gains, including the net gains used to pay the preferred return, until the general partner has received the full percentage amount of carried interest that the general partner is entitled to under the terms of the fund. In general, investment funds that entitle the management company to receive an incentive fee have a preferred return and are calculated on a similar basis that takes into account management fees paid.
Recently Issued Accounting Pronouncements
For a full discussion of recently issued accounting pronouncements, see Note 2 "Summary of Significant Accounting Policies" to the financial statements included elsewhere in this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The acquisition of Global Atlantic on February 1, 2021 added certain risks to KKR, some of which represent incremental exposure to risks existing prior to the Global Atlantic acquisition, and some of which represent new risks. For a discussion of market risks faced by KKR's asset management business, see “Quantitative and Qualitative Disclosures about Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 19, 2021.
The following is a discussion of the significant market risk exposures for Global Atlantic.
Global Atlantic has material exposure to market volatility in interest rates, equity prices and credit spreads. Global Atlantic's insurance liabilities, many of which are structured to have exposure to market level changes, and financial instruments held in its investment portfolio and used in its hedge program, expose us to these risks.
Hedge program
To manage market risk, Global Atlantic established a hedge program that seeks to mitigate economic impacts primarily from interest rate and equity price movements, while taking into consideration accounting and capital impacts. For Global Atlantic's fixed-indexed annuity and indexed universal life policies, Global Atlantic generally seeks to use static hedges to offset the exposure primarily created by changes in embedded derivative balances. For Global Atlantic's variable policies, including variable annuity policies and variable universal life policies, Global Atlantic generally seeks to dynamically hedge its exposure to changes in the value of the guarantee Global Atlantic provides to policyholders. In the context of specific reinsurance or other transactions in Global Atlantic's institutional channel or strategic acquisitions, Global Atlantic may also enters into hedges which are designed to limit short-term market risks to the economic value of the target assets. From time to time, Global Atlantic also enters into hedges designed to limit the volatility associated with changes in the value of its general account assets or changes to net investment income as a result of interest rate or credit spread movements, while also taking into consideration economic impacts. While not the primary focus of its hedging strategy, Global Atlantic also enters into currency swaps and forwards to manage foreign exchange rate risks with respect to certain investments denominated in foreign currencies. Global Atlantic also enters into inflation swaps to manage inflation risk associated with inflation-indexed preneed policies. Where Global Atlantic has derivative instruments that are designated and qualify as accounting hedges, these derivative instruments receive hedge accounting.
Global Atlantic's hedge program is not designed to, and may not be effective in, offsetting all impacts to net income, statutory capital or economic values. Movements in market variables other than interest rates and equity market prices that are not explicitly hedged can also cause net income volatility. See “Risk factors—Risks Related to Global Atlantic—Global Atlantic's use of derivative financial instruments within its risk management strategy may not be effective or sufficient.” and “Risk factors—Risks Related to Global Atlantic—Global Atlantic may experience volatility in its net income under GAAP due to its funds withheld coinsurance transactions.” in our Annual Report.
Sensitivities
Global Atlantic evaluates the sensitivity of net income to specific changes in interest rates, credit spreads and equity prices projected using internal models. All of the estimated sensitivities assume that all other factors remain constant and reflect the impact of related hedges assuming no hedge rebalancing in Global Atlantic's dynamic program, as explained further below.
Global Atlantic's internal models project impacts as of a specific date, and are measured relative to a starting level reflecting its assets and liabilities at that date and the actuarial factors, investment activity, and assumed investment returns associated with insurance liabilities. The models measure the impact of changing one factor at a time and assume that all other factors remain unchanged. Actual results can differ significantly from these estimates for a variety of reasons, including the interaction among these factors when more than one changes, discretionary actions by management in response to such changes, differences between the return of the underlying fund and the return on the index being hedged, actual experience differing from the assumptions, changes in business mix, effective tax rates and other market factors, and limitations inherent in the use of models. For these reasons, the sensitivities should only be viewed as directional estimates of the impacts on Global Atlantic's net income and shareholders’ equity, excluding accumulated other comprehensive income ("AOCI"), and actual changes in response to such scenarios may differ materially from estimates provided.
For the dynamic portion of the hedge program, Global Atlantic primarily uses interest rate and equity futures to hedge liabilities which have option-like embedded derivatives. As such, Global Atlantic's program requires frequent rebalancing as markets move to ensure that the hedges are being re-sized to the new liability exposure. In addition, certain of the underlying variable annuity separate account funds are managed volatility funds, so Global Atlantic's market exposures may change
substantially after sharp market moves. The point-in-time estimates provided in this section assume no hedge rebalancing and, as such, the impact on Global Atlantic's consolidated net income may be different from what is shown below.
Interest rate risk
Global Atlantic is exposed to interest rate risk as a result of changes in the level and volatility of interest rates. Changes in the level and volatility of interest rates primarily impacts the fair value reported in our consolidated financial statements of the following:
•embedded derivatives associated with modified coinsurance and coinsurance with funds withheld business;
•embedded derivatives associated with variable annuities, fixed-indexed annuities and indexed universal life products; and
•financial instruments held in Global Atlantic's investment portfolio and used in its hedge program.
Changes in fair value of the foregoing are generally recorded as gains or losses in the consolidated statement of operations. For specific derivatives designated as cash flow hedges of forecasted bond purchases and receiving hedge accounting treatment, gains or losses are recorded in accumulated other comprehensive income and reclassified to net investment income following the qualifying purchases of available-for-sale securities, as an adjustment to the yield earned over the life of the purchased securities, using the effective interest method.
Due to the dynamic lapse sensitivities within Global Atlantic's models, market volatility in interest rates also impacts the reserves and deferred acquisition costs of certain fixed annuity products, changes in which are recorded in the consolidated statement of operations.
In periods following interest rate moves, Global Atlantic will also recognize a change in the income earned on certain of its floating-rate assets and the cost of funding on certain of Global Atlantic's liabilities recorded in the consolidated statement of operations.
Effect of interest rate sensitivity
In the table below, Global Atlantic estimates the impact of a 50 basis point increase/(decrease) in interest rates, from a parallel shift in the yield curve, from levels as of March 31, 2021 to net income and shareholders’ equity, excluding AOCI. These sensitivities include the impact of related hedges and adjustments to DAC attributable to interest rate changes.
| | | | | | | | | | | | | | |
| | March 31, 2021 |
| | Hypothetical change(1) |
| | +50 Basis points | | -50 Basis points |
| ($ in thousands) | | |
| Total estimated net income and shareholders’ equity excluding AOCI sensitivity (point in time) | | $ | (13,600) | | | $ | 14,800 | |
Total estimated net income and shareholders’ equity excluding AOCI sensitivity (over 12 months)(2) | | $ | 17,300 | | | $ | (17,300) | |
_________________1.The point in time and over 12 months total estimated impacts reflect the impact of hedges within Global Atlantic's liability hedging program, as well as hedges designed to limit surplus volatility resulting from interest rate movements.
2.Excludes point in time impact. Estimated sensitivity to a hypothetical change over 12 months does not take into account any management actions that may be taken to mitigate actual impacts.
The estimated point in time impact is driven by a net decrease/(increase) in the value of the embedded derivatives associated with Global Atlantic's modified coinsurance and coinsurance with funds withheld business and the embedded derivatives associated with its variable annuity, fixed-indexed annuity and indexed universal life products, and largely offset by a loss/(gain) in financial instruments used in its hedging program, investments classified as trading, and loans designated under the fair value option, based on balances in place at quarter end. These estimated changes include the impact of related amortization of deferred revenue and expenses and related income tax impacts. In addition, the point in time impact includes a decrease/(increase) in the value of the reserve and (decrease)/increase in the deferred acquisition cost balance of certain fixed annuity blocks of business due to the dynamic lapse sensitivities within Global Atlantic's models.
The impact over 12 months is driven by an increase/(decrease) in the income earned on Global Atlantic's floating rate assets, and partially offset by an increase/(decrease) in the cost of its floating-rate liabilities.
In the table below we estimate the impact of a 50 basis point increase/(decrease) in interest rates, for a parallel shift in the yield curve, from levels as of March 31, 2021 to Global Atlantic's AOCI.
| | | | | | | | | | | | | | |
| | March 31, 2021 |
| | Hypothetical change(1) |
| | +50 Basis points | | -50 Basis points |
| ($ in thousands) | | |
| Total estimated AOCI sensitivity (point in time) | | $ | (1,602,771) | | | $ | 1,938,185 | |
The estimated point in time impact is driven by a net (decrease)/increase in the value of Global Atlantic's available-for-sale fixed maturity securities which are carried at fair value with unrealized gains and losses, net of certain offsets, reported in AOCI. The estimated changes include the impact of related amortization of deferred revenue and expenses and related income tax impacts.
Credit spread risk
Global Atlantic is exposed to credit spread risk as a result of changes in the spread between the yields on its funds withheld receivable at interest and yields on comparable U.S. Treasury securities. Global Atlantic's reinsurance agreements include modified coinsurance and funds withheld coinsurance arrangements. Such arrangements are deemed to contain embedded derivatives, which are measured at fair value, and are therefore impacted by the mark-to-market value of the related assets. Changes in the credit spreads associated with the assets impact the mark-to-market value of the assets. There is additional credit spread risk exposure inherent in Global Atlantic's own credit spread used in valuing embedded derivative liabilities, which serves to mitigate net credit exposure. Global Atlantic may choose to enter into hedge positions to manage credit spread risk. As of March 31, 2021, Global Atlantic had a $1.7 million credit derivative position.
Effect of credit spread sensitivity
In the table below, Global Atlantic estimates the impact of a 50 basis points increase/(decrease) in credit spreads from levels as of March 31, 2021 to its net income and shareholders’ equity, excluding AOCI.
| | | | | | | | | | | | | | |
| | March 31, 2021 |
| | Hypothetical change |
| | +50 Basis points | | -50 Basis points |
| ($ in thousands) | | |
| Total estimated net income and shareholders’ equity excluding AOCI sensitivity (point in time) | | $ | 1,600 | | | $ | (1,600) | |
These estimated changes include the impact of related amortization of deferred revenues and expenses and related income tax impacts and include impacts on Global Atlantic's own credit spread used in valuing embedded derivative liabilities.
Equity price risk
Global Atlantic is exposed to equity price risk as a result of changes in the level and volatility of equity prices.
Changes in the level and volatility of equity prices primarily impacts the fair value reported in the consolidated financial statements of the following:
•embedded derivatives and policy liabilities associated with Global Atlantic's variable annuities, fixed-indexed annuities and indexed universal life products;
•financial instruments held in Global Atlantic's investment portfolio and used in its hedge program; and
•certain of Global Atlantic's alternative assets.
Changes in fair value of the foregoing are recorded as gains or losses in our consolidated statements of operations.
In addition, certain of the fees Global Atlantic earns in its variable annuity and variable universal life blocks are calculated on the account values, which are exposed to equity price risk. These changes impact our net income over the periods following equity price moves.
Effect of equity price sensitivity
In the table below, Global Atlantic estimates the impact of a 10% increase/(decrease) in equity prices from levels as of March 31, 2021 to its net income and shareholders’ equity, excluding AOCI. These sensitivities include the impact of related hedges but exclude the potential impact of alternative assets, because the fair value of these investments do not necessarily move directly in line with movements in public equity markets.
| | | | | | | | | | | | | | |
| | March 31, 2021 |
| | Hypothetical change(1) |
| | +10% Equity Prices | | -10% Equity Prices |
| ($ in thousands) | | |
| Total estimated net income and shareholders’ equity excluding AOCI sensitivity (point in time) | | $ | (29,800) | | | $ | 23,100 | |
Total estimated net income and shareholders’ equity excluding AOCI sensitivity (over 12 months)(2) | | $ | 4,100 | | | $ | (4,700) | |
_________________
(1)From time to time, Global Atlantic may choose to enter into additional hedges to mitigate economic exposure to equity markets. Sensitivities as of March 31, 2021 include a macro equity hedge position established in December 2018.
(2)Excludes point in time impact. Estimated sensitivity to a hypothetical change over 12 months does not take into account any management actions that may be taken to mitigate actual impacts.
The estimated point-in-time impact is driven by an increase/(decrease) in the value of the embedded derivatives associated with Global Atlantic's fixed-indexed annuity and indexed universal life products, and largely offset by a decrease / (increase) in Global Atlantic's variable annuity embedded derivatives and policy benefits, and gains or losses on financial instruments used in Global Atlantic's hedging program. These estimated changes include the impact of related amortization of deferred revenue and expenses and related income tax impacts.
For a discussion of current market conditions, and uncertainties resulting from COVID-19, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Business Environment." There was no other material change in our market risks during the three months ended March 31, 2020. For additional information, please refer to our Annual Report.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that the information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and such information is accumulated and communicated to management, including the Co-Chief Executive Officers and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives.
We carried out an evaluation, under the supervision and with the participation of our management, including the Co-Chief Executive Officers and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2020.2021. Based upon that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that, as of March 31, 2020,2021, our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
As discussed in Note 3 of our financial statements included elsewhere in this report, we acquired Global Atlantic on February 1, 2021. We are in the process of evaluating the internal controls of Global Atlantic. However, as permitted by related SEC staff interpretive guidance for newly acquired businesses, the internal control over financial reporting of Global Atlantic was excluded from the evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2021. In the aggregate, Global Atlantic represented approximately 61% of our total consolidated assets and approximately 30% of our total consolidated revenues as of and for the three months ended March 31, 2021.
Changes in Internal Control Over Financial Reporting
No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) occurred during the three months ended March 31, 20202021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The section entitled "Litigation" appearing in Note 1623 "Commitments and Contingencies" to our condensed consolidated financial statements included elsewhere in this report is incorporated herein by reference.
ITEM 1A. RISK FACTORS.
For a discussion of our potential risks and uncertainties, see the information under the heading "Risk Factors"Other than as set forth in our Annual Report and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Business Environment" in this report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Share Repurchases in the First Quarter of 20202021
KKR has increased the total available amount under its repurchase program to $500 million. Prior to this increase, there was approximately $119 million remaining under the program as of March 31, 2020.
Under the repurchase program, KKR is authorized to repurchase its common stock from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing, manner, price and amount of any common stock repurchases will be determined by KKR in its discretion and will depend on a variety of factors, including legal requirements, price and economic and market conditions. KKR expects that the program, which has no expiration date, will continue to be in effect untilunless the program is not extended after the maximum approved dollar amount has been used.completely spent. As of May 7, 2021, the current program will be extended before the current maximum approved dollar amount will be completely spent. The program does not require KKR to repurchase any specific number of shares of common stock, and the program may be suspended, extended, modified or discontinued at any time.
In addition to the repurchases of common stock described above, subsequent to May 3, 2018, the repurchase program will beis used for the retirement (by cash settlement or the payment of tax withholding amounts upon net settlement) of equity awards issued pursuant to our Equity Incentive Plans representing the right to receive shares of common stock.Plans. From October 27, 2015 through March 31, 2020,2021, KKR has paid approximately $327$462 million in cash to satisfy tax withholding and cash settlement obligations in lieu of issuing shares of common stock or its equivalent upon the vesting of equity awards representing 16.320.5 million shares of common stock. Of these amounts, equity awards representing 11.0 million shares of common stock or its equivalent were retired for $190 million prior to May 3, 2018 and did not count against the amounts remaining under the repurchase program.
The table below sets forth the information with respect to repurchases made by or on behalf of KKR & Co. Inc. or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock duringfor the periods presented. During the first quarter of 2020. 10,209,6732021, 1.5 million shares of common stock were repurchased, during the first quarter of 2020 and no1.3 million equity awards were retired during the first quarter of 2020.retired. From inception of the repurchase program in 2015 through March 31, 2020,2021, we have repurchased or retired a total of approximately 57.663.2 million shares of common stock under the program at an average price of approximately $18.86$20.55 per share.
|
| | | | | | | | | | | | | |
| Issuer Purchases of Common Stock |
| (amounts in thousands, except share and per share amounts) |
| | | | | | | | |
| | Total Number of Shares Purchased | | Average Price Paid Per Share | | Cumulative Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) |
Month #1 (January 1, 2020 to January 31, 2020) | 1,607,509 |
| | $ | 30.06 |
| | 43,681,674 |
| | $ | 317,225 |
|
Month #2 (February 1, 2020 to February 29, 2020) | 677,341 |
| | $ | 31.82 |
| | 44,359,015 |
| | $ | 295,671 |
|
Month #3 (March 1, 2020 to March 31, 2020) | 7,924,823 |
| | $ | 22.25 |
| | 52,283,838 |
| | $ | 119,380 |
|
| Total through March 31, 2020 | 10,209,673 |
| | | | | | |
| | | | | | | | |
| (1) Amounts have been reduced by retirements of equity awards occurring after May 3, 2018. KKR has increased the total available amount under the repurchase program to $500 million. |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Issuer Purchases of Common Stock |
| (amounts in thousands, except share and per share amounts) |
| | | | | | | |
| Total Number of Shares Purchased | | Average Price Paid Per Share | | Cumulative Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) |
Month #1
(January 1, 2021 to
January 31, 2021) | — | | | $ | — | | | 52,283,838 | | | $ | 407,339 | |
Month #2
(February 1, 2021 to
February 28, 2021) | 743,558 | | | $ | 47.64 | | | 53,027,396 | | | $ | 371,917 | |
Month #3
(March 1, 2021 to
March 31, 2021) | 758,000 | | | $ | 47.42 | | | 53,785,396 | | | $ | 335,974 | |
| Total through March 31, 2021 | 1,501,558 | | | | | | | |
| | | | | | | |
| (1) Amounts have been reduced by retirements of equity awards occurring after May 3, 2018. On May 6, 2020, KKR announced the increase to the total available amount under the repurchase program to $500 million. |
| | | | | | | |
Other Equity Securities
During the first quarter of 2020, 3,904,0742021, 2,258,781 KKR Group Partnership Units were exchanged by KKR Holdings for an equal number of shares of our common stock. This resulted in an increase in our ownership of KKR Group Partnership and a corresponding decrease in the ownership of KKR Group Partnership by KKR Holdings. In May 2020,2021, approximately 0.52.3 million KKR Group Partnership Units are expected to be exchanged by KKR Holdings into an equal number of shares of our common stock.
Unregistered Sales of Equity Securities
Following the closing of the Global Atlantic acquisition, on February 2, 2021, we issued 0.96 million newly issued shares of KKR & Co. Inc. common stock for an aggregate purchase price equal to $38.5 million to certain members of Global Atlantic’s senior management who agreed to invest a portion of their proceeds from the acquisition into KKR & Co. Inc. common stock. These members of Global Atlantic's senior management agreed not to transfer the shares received in this issuance for a three-year period following the acquisition, subject to certain exceptions, and to continue to own at least 25% of such shares so long as such person is employed with Global Atlantic. These shares were issued in a private placement exemption from registration under Section 4(a)(2) of the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION
ElectionKKR’s 2021 Annual Meeting of Directors
OnStockholders (the “Annual Meeting”) will be held on Tuesday, June 22, 2021 at 9:00 a.m., Eastern Time. The Annual Meeting will be held in a virtual meeting format only. Only stockholders of record at the close of business on May 7, 2020, KKR Management LLP,21, 2021 may attend the meeting. To receive further information about how to attend the meeting, please register by a written consent assending an e-mail to Investor-Relations@kkr.com with the sole holderfollowing information between May 21, 2021 and June 20, 2021. Please write "KKR 2021 Annual Meeting Registration" in the subject line of our Class Bthe e-mail, include your full name, address, and the number of shares of common stock elected Henry R. Kravis, George R. Roberts, Joseph Y. Bae, Scott C. Nuttall, Mary N. Dillon, David C. Drummond, Joseph A. Grundfest, John B. Hess, Xavier B. Niel, Patricia F. Russo, Thomas M. Schoeweowned by you as of the record date, and Robert W. Scullybe prepared to confirm your ownership of such shares as directors of KKR & Co. Inc., to serve as provided in our Certificatethe record date. Please note that no discussion of Incorporation and Bylaws. Each director was serving as a director of KKR & Co. Inc.KKR's business will be presented at the time of election.
A description of the committee membership of each of the directorsAnnual Meeting, and no matter will be presented to its stockholders for a vote. Therefore, no action is described in Item 10 of our Annual Report, which disclosure is incorporated herein by reference.
Each non-employee director will continue to receive director compensation under our current director compensation program described in Item 11 of our Annual Report, which disclosure is incorporated herein by reference. Each director has previously entered into KKR's indemnification agreement for non-executive directors, a form of which has previously been filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2018.
Certain transactions between KKR and such directors requiredexpected to be disclosed pursuant to Item 404(a) of Regulation S-K are described in Item 13 of ourtaken at the Annual Report, which disclosure is Meeting.incorporated herein by reference.
Amendment and Restatement of Certificate of Incorporation and Bylaws
Effective on May 8, 2020 (the "Effective Date"), we amended and restated our Certificate of Incorporation (as amended and restated, the "Amended and Restated Certificate of Incorporation"). The Amended and Restated Certificate of Incorporation provides for an updated forum selection clause which requires that certain claims, suits and actions that may be brought by our stockholders may only be brought in specified U.S. federal and Delaware courts as provided in the Amended and Restated Certificate of Incorporation. Also in the Amended and Restated Certificate of Incorporation, our Class A common stock was renamed as "common stock," which has the same rights and powers, including, without limitation, with respect to voting, that our Class A common stock formerly had prior to the Effective Date; our Class B common stock was reclassified into a new "Series I Preferred Stock," which has the same rights and powers that our Class B common stock formerly had prior to the Effective Date; and our Class C common stock was reclassified into a new "Series II Preferred Stock," which has the same rights and powers that our Class C common stock formerly had prior to the Effective Date. In addition, following the conversion of KKR & Co. Inc. from a limited partnership to a corporation on July 1, 2018, certain provisions more customarily found in the bylaws of Delaware corporations were moved from the Amended and Restated Certificate of Incorporation to our Bylaws, and certain other provisions that are already provided for under the Delaware General Corporation Law were removed from the Amended and Restated Certificate of Incorporation.
On the Effective Date, we also amended and restated our Bylaws to add, as noted above, certain provisions previously included in our Certificate of Incorporation relating to quorum, adjournment and the conduct of stockholder meetings, and provisions related to stock certificates, registrations of transfers and maintenance of our books and records.
The full text of the Amended and Restated Certificate of Incorporation and amended and restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this report and are incorporated herein by reference. The holder of our Class B common stock consented to the Amended and Restated Certificate of Incorporation and amended and restated Bylaws on May 8, 2020, and as a result of the elimination of our Class C common stock in connection with its reclassification, the consent of the holder of our Class C common stock to the adoption of the Amended and Restated Certificate of Incorporation was received on May 8, 2020. No consent of the holders of the Class A common stock, Series A preferred stock or Series B preferred stock was required.
ITEM 6. EXHIBITS.
The following is a list of all exhibits filed or furnished as part of this report:
|
| | | | | | | |
| Exhibit No. | | Description of Exhibit |
| 3.1 | | |
| 3.2 | | |
|
| 4.1 | | |
Exhibit No. | | Description of Exhibit |
4.1 | | |
| 4.2 | | |
| 4.3 | | |
4.410.1 † | | |
4.5 | | |
10.1 | | |
10.2 | | |
10.4 † | | Third Amended and Restated 5-Year Revolving Credit Agreement, dated March 20, 2020,9, 2021, among KKR Capital Markets Holdings L.P., certain subsidiaries of KKR Capital Markets Holdings L.P., Mizuho Bank, Ltd., as administrative agent, and the one or more lenders party thereto. |
10.510.2 † | | 364-Day Revolving Credit Agreement,Second Amendment, dated as of April 10, 2020,9, 2021, among KKR Capital Markets Holdings L.P., certain subsidiaries of KKR Capital Markets Holdings L.P., Mizuho Bank, Ltd., as administrative agent, and the one or more lenders party thereto.thereto, to the Third Amended and Restated 5-Year Revolving Credit Agreement dated March 20, 2020. |
31.110.3 † | | |
| 10.4 † | | |
| 22.1 | | |
| | | | | | | | |
| Exhibit No. | | Description of Exhibit |
| 31.1 | | |
| 31.2 | | |
| 31.3 | | |
| 32.1 | | |
| 32.2 | | |
| 32.3 | | |
| 101 | | Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Financial Condition as of March 31, 20202021 and December 31, 2019,2020, (ii) the Condensed Consolidated Statements of Operations for the three months ended March 31, 20202021 and March 31, 2019,2020, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 20202021 and March 31, 2019;2020; (iv) the Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 20202021 and March 31, 2019,2020, (v) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 20202021 and March 31, 2019,2020, and (vi) the Notes to the Condensed Consolidated Financial Statements. |
| 104 | | Cover page interactive data file, formatted in Inline XBRL and contained in Exhibit 101. |
† Certain information contained in this agreement has been omitted because it is not material and would likely cause competitive harm tois the type that the registrant if publicly disclosed.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
SIGNATURES
Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
| | | | | | | | | | |
| | KKR & CO. INC. |
| | |
| | |
| | By: | /s/ ROBERT H. LEWIN |
| | | Robert H. Lewin |
| | | Chief Financial Officer |
| | | (principal financial and accounting officer) |
| | | |
| DATE: | May 11, 202010, 2021 | | |
