KKR & Co. (KKR) 10-K risk factor changes: FY2021 vs FY2020
The 2021-12-31 10-K against the 2020-12-31 one, compared heading by heading and sentence by sentence.
Item 1A413 rewritten226 added205 removed1,573 unchanged
All filing items2,426 rewritten5,133 added1,329 removed4,486 unchanged
Summary
counted, not written
- Item 1A lists 118 risk factor headings: 5 new, 9 reworded and 104 unchanged since FY2020. 9 headings from FY2020 no longer appear.
- Sentence by sentence, 5,133 added, 1,329 removed, 2,426 rewritten and 4,486 unchanged across 18 items that differ.
- New this year: Item 6. [Reserved]; Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
New Item 1A headings (5)
- AUM referred to as perpetual capital is subject to material reduction, including through withdrawal, redemption or dividends, and termination.
- Adverse legal and regulatory developments relating to special purpose acquisition companies (“SPACs”) and their sponsors could adversely affect our business and reputation and result in significant losses and expenses.
- Certain Recent and Potential Regulatory Changes
- Our capital markets activities expose us to risks, and our risk management strategy may not be effective or sufficient.
- Certain of our investment advisory arrangements may be terminated with minimal notice.
Removed Item 1A headings (9)
- Recent and Potential Regulatory Changes in the United States.
- Financial Stability Oversight Council (the "FSOC").
- Regulation of Swaps.
- Other Regulations under the Dodd-Frank Act.
- EU-Wide Regulations.
- Portfolio Company Legal and Regulatory Environment.
- Underwriting, syndicating and securities placement activities expose us to risks.
- Investors in certain funds in our Public Markets business line may redeem their investments in these funds with minimal notice.
- The Series I preferred stockholder may transfer its interest in the sole share of Series I preferred stock which could materially alter our business.
Reworded Item 1A headings (9)
- Transition away from LIBOR as a benchmark reference for interest rates may affect the cost of capital and requires amending or restructuring existing debt instruments and related hedging arrangements for us, our investment funds and our portfolio companies, and may impact the value of floating rate securities or loans based on LIBOR that we or our investment funds
[removed: hold or may hold in the future,][added: have held,] all of which may result in additional costs or adversely affect our or our[removed: funds'][added: funds’] liquidity, results of operations and financial condition. - We may not be successful in executing upon or managing the complexities of new investment strategies, [added: investment products,] markets and businesses, which could adversely affect our business, results of operations and financial condition.
- If we are unable to syndicate the securities or indebtedness or realize returns on investments financed with our balance sheet assets, [added: or if] our [added: structured transactions do not perform as expected, then our] liquidity, business, results of operations and financial condition could be materially and adversely affected.
- Certain of our
[removed: funds and CLOs,][added: investment vehicles,] and our firm through our balance sheet, hold high-yield, below investment grade or unrated debt, or securities of companies that are experiencing significant financial or business difficulties, which generally entail greater risk, and if those risks are realized, it could materially and adversely affect our results of operations, financial condition and cash flow. - Our business activities may give rise to a conflict of interest with our
[removed: funds.][added: clients.] - Certain actions by our board of directors require the approval of the Series I preferred stockholder, which is controlled by our
[removed: Co-Chairmen and Co-Chief Executive Officers][added: Co-Executive Chairmen] when acting together. - 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 [added: certain] 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.
- Inclusion of Global Atlantic's business as a consolidated subsidiary of KKR
[removed: will result][added: results] in certain incremental risks to KKR, which risks are[removed: expected to be]material and could have a material adverse effect on our[removed: future]results of operations and financial condition. The addition of Global Atlantic’s business may also exacerbate [added: certain] existing risks to KKR's business. - Global Atlantic may experience volatility in its net income under GAAP due to its funds withheld [added: and modified] coinsurance transactions.
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
413 rewritten, 226 added, 205 removed, 1,573 unchanged
Our business and the businesses of the companies in which we invest are materially affected by financial markets and economic conditions or events throughout the world, such as interest rates, [added: fiscal and monetary stimulus and withdrawal of stimulus,] availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation), trade barriers, commodity prices, currency exchange rates and [removed: controls and] [added: controls,] national and international political circumstances (including wars, terrorist acts or security [removed: operations).][added: operations), and the continued global outbreak of the strain of coronavirus identified as SARS-CoV-2 and its different strains ("COVID-19") in 2021 and 2022.]
[removed: See "Management's Discussion and Analysis] of [removed: Financial Condition and Results of] Operations—Business Environment" for a discussion of recent developments in market and business conditions that may affect our business.
In addition, we may not be able to or may choose not to manage our exposure to these conditions [removed: and/or] [added: or] events.
If not otherwise offset, declines in [removed: the equity,] [added: equity markets (including but not limited to multiple contraction),] debt [removed: and] [added: markets or] commodity markets would likely cause us to write down [removed: our investments and] the [removed: investments] [added: valuations] of our [added: investments held by us or in our] funds.
[removed: Similarly,] [added: For example,] during the global financial crisis in 2008 and 2009, valuations of our private equity funds declined across all geographies, with investments in private equity funds marked down to as low as 67% of original cost and multiples of invested capital reaching as low as 0.5x, 0.6x, 0.7x and 0.8x for the European Fund II, European Fund III, 2006 Fund and Asian Fund, respectively, as of March 31, 2009.
Unfavorable market and economic conditions may reduce opportunities for [added: us and] our funds to make, exit and realize value from [removed: their] [added: our] investments.
Challenging market and economic conditions, including those caused by changes in tax laws and other regulatory restrictions, may make it difficult for us to find suitable investments [removed: for our funds] or secure financing for investments on attractive terms.
Such conditions may also result in reduced opportunities for [added: us and] our funds to exit and realize value from their existing investments and lower-than-expected returns on existing investments.
Although the equity markets are not the only means by which we exit investments, in challenging equity markets, [added: we and] our funds may experience greater difficulty in realizing value from investments.
In addition, when financing is not available or becomes too costly, it is difficult for potential buyers to raise sufficient capital to purchase our [added: and our] funds' investments.
During periods of unfavorable fundraising conditions, fund investors may negotiate for lower fees, different fee sharing arrangements for [added: transaction or other fees, and other concessions.]
Our current funds, including all our [removed: recent] [added: current] private equity funds, have performance hurdles, which require us to generate a specified return on investment prior to our right to receive carried interest.
[removed: Fund investors may also seek to redeploy capital away from] certain of our credit or other non-private equity investment vehicles, which permit redemptions on relatively short notice, in order to meet liquidity needs or invest in other asset classes or with other managers.
During periods of difficult market or economic conditions or slowdowns (which may occur across one or more [removed: industries,] [added: industries as well as various] sectors or geographies), [added: the various] companies or assets in which we have [removed: invested] [added: investments] may experience [added: several issues, including] decreased revenues, [removed: financial losses,] [added: increased costs,] credit rating downgrades, difficulty in obtaining [removed: access to] financing and [removed: increased funding costs.][added: even severe financial losses or insolvency.]
[removed: These] [added: In addition, during periods of difficult market or economic conditions or slowdowns, our and our funds' portfolio] companies may [removed: also] have difficulty in expanding their businesses and operations or [removed: be] [added: become] unable to [removed: meet] [added: pay] their [removed: debt service obligations] [added: expenses] or [removed: pay] other [removed: expenses] [added: obligations] as they become due, including amounts payable to us.
Negative financial results in our [added: and our] funds' portfolio companies may result in lower investment [removed: returns for our investment funds,] [added: returns,] which could materially and adversely affect our operating results and cash flow.
To the extent the operating performance of such portfolio companies (as well as valuation multiples) deteriorate or do not improve, [added: we or] our funds may sell those assets at values that are less than we projected or even at a loss, thereby significantly affecting [removed: those funds'] [added: our respective] performance and consequently our operating results and cash flow and resulting in lower or no carried interest being paid to us.
Adverse conditions may also increase the risk of default with respect to private equity, [added: real assets,] credit and other investments that we manage or the [added: bankruptcy,] abandonment or foreclosure of our [removed: real asset] investments.
In addition, our capital markets business generates fees through a variety of activities in connection with the issuance and placement of equity and debt [removed: securities] [added: securities, loans] and credit facilities, with the size of fees generally correlated to overall transaction sizes.
For [removed: discussions] [added: a discussion] of interest rate risks on our insurance business, see "—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."
These measures have included, for example, closures of non-essential businesses, limitations of crowd size, stay-at-home orders, quarantines, heightened border [removed: controls and] [added: controls,] limitations on [removed: travel.][added: travel, and vaccination and testing mandates.]
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 [removed: COVID-19.][added: COVID-19, which may be withdrawn or allowed to expire.]
The outbreak of COVID-19 and the actions taken in response have had far reaching impact on the U.S. and global economies, [removed: contributing] [added: which has contributed] to significant volatility in the financial markets, resulting in increased volatility in equity prices (including our common [removed: stock) and] [added: stock),] lower interest rates, [removed: and causing furloughs] [added: supply chain disruptions,] and [removed: layoffs] [added: an increase] in [removed: the labor market.][added: inflationary pressures.]
[removed: In recent months, the] [added: The] number of COVID-19 cases rebounded in many countries around the [removed: world,] [added: world throughout the year,] including the United States, especially after more infectious strains of the virus [removed: started to] [added: have] spread globally.
Although a number of vaccines for COVID-19 have been [removed: developed or are in the process of development,] [added: developed,] the [removed: timing] [added: effectiveness] of widespread vaccination is [removed: uncertain] [added: uncertain,] and these vaccines [added: have been, and] may [removed: be] [added: in the future be,] less effective against any new mutated strains of the virus.
In addition, we have implemented various initiatives intended to reduce the impact of COVID-19, such as [removed: employees working] [added: mandatory vaccination and/or testing and ability to work] remotely from home, while also seeking to maintain business continuity.
Valuations of our and our funds' investments are generally correlated to the performance of the relevant equity and debt [removed: markets.][added: markets, which have been affected by governmental actions, including fiscal and monetary stimulus and withdrawal of stimulus.]
- 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 [removed: to] [added: with] whom we or our funds have loaned money or otherwise do [removed: business] [added: business, including] 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 [removed: outsize] [added: outsized] effects on particular business [removed: sectors.][added: sectors, including for example, severe supply chain disruptions.]
- [removed: Limitation] [added: Future limitations] on travel and social distancing requirements implemented in response to COVID-19 [added: may] challenge our ability to market new or successor funds or new insurance policies 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 [removed: are permitted to invest in alternative assets like the strategies of our investment funds when there is a decline in public]
- [removed: If] [added: Depending on] the [removed: impact] [added: future impacts] of [removed: COVID-19 continues,] [added: COVID-19,] we 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;
Changes in the debt financing markets are impacting, or, if the volatility in [added: the] financial market continues, may in the future impact, the ability of our portfolio companies to meet their respective financial obligations.
- Borrowers of loans, notes and other credit instruments in our credit funds’ portfolio [removed: are more likely to be] [added: may become] unable to meet their principal or interest payment obligations or satisfy financial covenants, and tenants leasing real estate properties owned by our funds [removed: are] [added: may become] 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 [removed: return.][added: returns.]
In addition, for variable interest instruments, lower reference rates resulting from government stimulus programs in response to COVID-19 [removed: could lead] [added: has and may continue] to [added: result in] lower interest income for our credit funds;
- While the impact of COVID-19 on our portfolio companies has varied depending on the location and industry in which they operate, many of our portfolio companies operate in industries that have been, and continue to be, materially affected by COVID-19, including but not limited to healthcare, travel, entertainment, hospitality, [removed: senior living,] [added: housing,] energy and retail industries.
Many of these companies [removed: are facing] [added: have faced] operational and financial hardships resulting from the spread of COVID-19 and related governmental measures, such as the closure of stores, limitations on business operations, restrictions on travel, quarantines or stay-at-home orders.
If the disruptions caused by COVID-19 [removed: continue and the] [added: worsen or if certain onerous] restrictions [removed: put in place] are [removed: not lifted or] reinstated, the businesses of these portfolio companies could suffer materially or become insolvent, which would decrease the value of our funds’ investments;
- [removed: An extended period] [added: Extended periods] of remote working by our employees could strain our technology resources and introduce operational risks, including heightened cybersecurity risk.
Remote working environments [removed: are] [added: may be] less secure and more susceptible to hacking attacks, including [added: ransomware,] phishing and social engineering attempts that seek to exploit the COVID-19 pandemic; and
See “—COVID-19 continues to impact the United States and other countries throughout the world, and it has caused and may further cause disruptions to our business and adversely affect our financial results.” See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Environment” for a discussion of recent developments in market and business conditions that may affect our business.
Fund investors may also seek to redeploy capital away from
For example, certain investments with floating interest rate loans may become unable to meet their debt service obligations if their benchmark interest rates were to rise materially, or if these investments' lenders or debt holders generally are unwilling to extend or refinance their loans or debt securities on similarly attractive terms.
Our insurance business is materially affected by market and economic conditions as well.
Although valuations across our investments generally improved throughout 2021, driven by a strong rebound in equity and fixed income markets, financial markets experienced significant volatility in early 2022.
The withdrawal of fiscal or monetary stimulus, or the failure to implement announced programs or withdrawals of stimulus as anticipated, could have material impacts to market and economic conditions, which may negatively affect the value of our investment portfolio in the future and adversely impact our financial results;
are permitted to invest in alternative assets like the strategies of our investment funds when there is a decline in public equity markets.
strategic plans.
We also may also experience more attrition by employees who unexpectedly resign, and we may have difficulty replacing them or hiring the new employees needed for our current business or the future growth of our business.
On
December 31, 2021, the following LIBOR currencies across all tenors ceased to be published: Sterling (GBP) LIBOR, Euro LIBOR, Japanese Yen (JPY) LIBOR and Swiss Franc (CHF) LIBOR.
Additionally, one week and two month U.S. Dollar (USD) LIBOR tenors ceased to be published.
It is expected that the remaining tenors of USD LIBOR will cease to be published and or no longer be representative on June 30, 2023 in the United States, and that SOFR will be the predominant replacement for LIBOR.
At this time, it appears that SOFR will attain broad market acceptance as a replacement for LIBOR; however, there may be segments of the market that may opt to utilize other alternative reference rate as various industry organizations are evaluating alternatives to SOFR.
As of January, 1, 2022, global regulators have stated there can be no new LIBOR-linked origination and or issuance in any LIBOR currency and as such, remaining USD LIBOR tenors may only be referenced on a legacy basis for facilities that funded on or before December 31, 2021.
Agreements governing our corporate revolving credit facility and our capital markets revolving credit facilities either mature before June 30, 2023 or contain “fallback” provisions providing for alternative rate calculations switches for all Non-USD LIBOR currencies as well as USD LIBOR.
- pay policyholders and amounts in our insurance business related to investment, reinvestment, reinsurance or funding agreement activity;
The debt obligations of KFN do not provide for recourse to KKR beyond the assets of KFN.
AUM referred to as perpetual capital is subject to material reduction, including through withdrawal, redemption or dividends, and termination.
We refer to a significant portion of our AUM from time to time as perpetual capital, because it has an indefinite term with no predetermined requirement to return invested capital to investors upon the realization of investments.
This AUM includes the capital of our registered funds, certain unregistered funds, listed companies, and insurance companies, and it excludes our traditional private equity funds, similarly structured investment funds, and hedge fund partnerships.
In addition to fluctuations based on the valuations of the underlying investments of the AUM, this capital is subject, however, to withdrawals, redemptions and periodic payments such as dividends.
Perpetual capital may also be reduced through elections by investors to redeem their fund investment.
In addition, we expect that the capital arising from KKR’s investment management agreements with Global Atlantic would, in general, be reduced if outflows to pay policyholder obligations under Global Atlantic's insurance policies and reinsurance agreements exceed inflow from writing new insurance policies or entering into new reinsurance transactions.
Moreover, perpetual capital may be removed from our AUM under certain circumstances, because the underlying investment management agreement may be terminated by a client for specific reasons like poor investment performance, and perpetual capital may also be terminated by a client’s failure to renew our investment management agreement.
Therefore, investors should not view this component of our AUM as being permanent without exception, because it can be subject to material reductions and even termination.
currently represent a significant proportion of the assets of many of our funds and balance sheet assets, volatility in the equity markets may have a significant impact on our reported results.
investment periods that precede the harvesting period.
fundraises and negatively affect the price of our stock.
In 2021, the SEC established an enforcement task force to look into ESG practices and disclosures by public companies and investment managers and may impose more stringent regulation of ESG funds and ESG-related claims.
Among other things, new laws could seek to increase the corporate tax rate or corporate tax base (for example, by way of a book minimum tax), limit further the deductibility of interest, and subject non-U.S. taxable income to a higher level of U.S. tax.
Any such tax changes could materially increase the amount of taxes we, our portfolio companies and our investors would be required to pay directly or indirectly.
For example, increases in the corporate tax rate may adversely impact the cash flow of our portfolio companies and result in our funds selling those assets at values that are less than we projected, which would in turn have negative impact to the investment fund’s performance and to the pace of realizations.
Other changes that could be enacted in the future, including changes to tax laws enacted by state or local governments in jurisdictions in which we or our portfolio companies operate, could result in further changes to state and local taxation and materially adversely affect our financial position and results of operations.
For countries other than the U.S., the OECD recommended model rules for Pillar Two in late 2021.
For the U.S., the OECD is expected to complete its recommendation in early 2022 with the release of commentary on the interaction between the model rules and current U.S. tax law.
Countries or jurisdictions may implement the recommended model rules as drafted, in a modified form, or not at all.
Our business and our portfolio companies’ businesses could be
significantly impacted if the model rules, or any future variation, are implemented in any of the countries in which our business, our portfolio companies’ businesses, or our investment structures are located.
Efforts to retain or attract employees, including our
For example, the global outbreak of a novel strain of coronavirus ("COVID-19") in 2020 caused severe economic contractions around the world and adversely impacted businesses in many industries.
See "—COVID-19 continues to impact the United States and other countries throughout the world, and it has caused and may further cause disruptions to our business and adversely affect our financial results." In addition, our businesses and the businesses of the companies in which we invest also suffered during the global financial crisis during 2008 and 2009, which provoked significant volatility of securities prices, contraction in the availability of credit and the failure of a number of companies, including leading financial institutions.
For example, following the outbreak of COVID-19 in the United States and Europe in the first quarter of 2020, 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.
transaction or other fees, and other concessions.
Moreover, our insurance business is materially affected by conditions in the capital markets and the U.S. economy generally, as well as by the global economy to the extent it affects the U.S. economy.
Although valuations across our investments generally improved after the first quarter of 2020, driven by a strong rebound in equity and fixed income markets, the continuing existence and resurgence of COVID-19 cases, which among other things could result in further shutdown of or limitation on businesses, may negatively affect the value of our investment portfolio in the future and thereby adversely impact our book value per share, accrued carried interest and assets under management;
equity markets.
In 2020, in response to certain state insurance department requirements, Global Atlantic offered all policyholders a 90-day moratorium on lapsing policies and a waiver of withdrawal fees, subject to a cap.
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.
Such announcement indicates that LIBOR in its current form will cease to exist after 2021, and instead, an alternative reference rate will be established.
However, it is unclear whether SOFR will attain
broad market acceptance as a replacement for LIBOR, and various industry organizations are developing other alternative reference rates.
In November 2020, the administrator of LIBOR announced its intention to extend the publication of U.S. dollar LIBOR (except for the one-week and two-month tenors) until June 30, 2023, subject to a consultation process, and the Federal Reserve Board, the Alternative Reference Rates Committee and the International Swaps and Derivatives Association also issued concurrent statements agreeing with such announcement.
thresholds.
may restrict their ability to make distributions to KKR.
Under the new U.S. presidential administration, there is a higher likelihood of regulatory focus on ESG matters.
In December 2020, the Internal Revenue Service (the "IRS") released final regulations under Section 162(m), which addressed changes made by the Tax Cuts and Jobs Act, which was enacted in December 2017 and amended various aspects of U.S. federal income tax legislation (the "2017 Tax Act"), and,
among other things, extended the coverage of Section 162(m) to include compensation paid by a partnership for services performed for it by a covered employee of a corporation that is a partner in the partnership.
While the likelihood and nature of any such legislation or regulations is uncertain, the new administration may pursue tax policies seeking to increase the corporate tax rate and further limit the deductibility of interest, among other things.
New rules could be recommended in 2021 and if implemented could have a significant impact on KKR, its portfolio companies and its investment structures.
Although we periodically engage in discussions with the limited partners of our funds regarding a waiver of such provisions with respect
Many of our employees hold interests in our business through KKR Holdings.
These individuals historically received financial benefits from our business in the form of distributions and amounts funded by KKR Holdings and through their direct and indirect participation in the value of KKR Group Partnership Units held by KKR Holdings.
While all of our employees receive base compensation from us, prior to 2018, annual cash bonuses for certain employees were borne by KKR Holdings from its cash reserves based upon distributions on a portion of KKR Group Partnership Units held by KKR Holdings.
However, substantially all units in KKR Holdings have been allocated to certain employees, and upon their vesting, distributions on vested units would belong to such unitholders and not be available to fund annual cash bonuses.
In addition, under its dividend policy, KKR intends to make equal quarterly dividends to holders of its common stock in a fixed amount per share per quarter.
In 2020, no annual cash bonuses were borne by KKR Holdings.
Although KKR Holdings may fund a portion of the cash bonus payments from its cash reserves, if any, in future periods, we likely will continue to utilize our own funds for most, if not all, of the cash bonus payments.
In that event, either our profit margins or our employee retention or both may be adversely impacted.
As of December 31, 2020, total balance sheet investments made by KKR in these structured transactions were approximately $1,742 million.
of these sanctions could harm our reputation and cause us to lose existing fund investors or fail to gain new fund investors or to lose or fail to gain new policyholders or ceding parties.
The SEC is continuing its pursuit of these or other focus areas.
Any actions by the SEC or other regulators against us or other investment managers can cause changes in business practices that could materially and adversely affect our business, results of operations and financial condition.
Recent and Potential Regulatory Changes in the United States. In recent years, there have been a number of changes in the regulatory framework applicable to our business, including those required under the Dodd-Frank Act.
These changes have, among other things: increased regulatory scrutiny of our industry; increased our record-keeping, reporting and disclosure requirements; and placed restrictions on the growth or type of activities certain financial institutions may pursue.
We discuss below several recent and potential regulatory changes that have impacted or may further impact our business.
*Financial Stability Oversight Council (the "FSOC").* Established under the Dodd-Frank Act, the FSOC is an inter-agency body charged with, among other things, designating systemically important nonbank financial companies for heightened prudential supervision and making recommendations regarding the imposition of enhanced regulatory standards regarding capital, leverage, conflicts and other requirements for financial firms deemed to pose a systemic threat to U.S. financial stability.
On December 4, 2019, the FSOC finalized interpretive guidance on non-bank financial company designations that prioritizes an "activities-based" approach to identify, assess, and address potential risks to U.S. financial stability and reserves entity-specific designations for instances when a potential risk cannot be adequately addressed through an activities-based approach.
Pursuant to guidance, which became effective on January 29, 2020, the FSOC applies a two-step activities-based approach to identify and address risks to financial stability from certain activities, products or practices.
If the FSOC identifies a product, activity, or practice that could pose a risk to financial stability, it will, during the first step, evaluate the extent to which certain characteristics could "amplify" risks to financial stability.
An excerpt. Shown here: 40 of 413 rewritten, 40 of 226 added and 40 of 205 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2021 filing and the FY2020 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
485 rewritten, 1,132 added, 273 removed, 516 unchanged
For a description of the impact that COVID-19 had and may in the future have on our business, see "Risk Factors—Risks Related to Our Business—COVID-19 continues to impact the United States and other countries throughout the world, and it has caused and may further cause disruptions to our business and adversely affect our financial results" 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 [removed: condition."][added: condition".]
In the United States, real GDP [removed: contracted 3.5%] [added: is estimated to have expanded by 5.6%] for the [removed: full] year ended December 31, [removed: 2020,] [added: 2021,] compared to [removed: expansion] [added: a contraction] of [removed: 2.2%] [added: 3.4%] in the prior year; the U.S. unemployment rate was [removed: 6.7%] [added: 3.9%] as of December 31, [removed: 2020, up] [added: 2021,] from [removed: 3.6%] [added: 6.7%] as of December 31, [removed: 2019;] [added: 2020;] the U.S. core consumer price index [removed: was 1.6%] [added: rose 5.5%] on a year-over-year basis as of December 31, [removed: 2020, down] [added: 2021, up] from [removed: 2.3%] [added: 1.6%] on a year-over-year basis as of December 31, [removed: 2019;] [added: 2020;] and the effective federal funds rate set by the U.S. Federal Reserve was 0.1% as of December 31, [removed: 2020, down] [added: 2021, flat] from [removed: 1.6%] [added: 0.1%] as of December 31, [removed: 2019.][added: 2020.]
In [added: 2021,] the Euro [removed: Area,] [added: Area rebounded into expansion as] real GDP is estimated to have [removed: contracted] [added: risen] by [removed: 7.2%] [added: 5.1%] for the year ended December 31, [removed: 2020,] [added: 2021] compared to [removed: expansion] [added: a contraction] of [removed: 1.3%] [added: 6.4%] in the prior year; the Euro Area unemployment [removed: rate was 8.3%] [added: is estimated to have been 7.2%] as of December 31, [removed: 2020, up] [added: 2021, down] from [removed: 7.4%] [added: 8.1%] as of December 31, [removed: 2019;] [added: 2020;] Euro Area core inflation was [removed: 0.2%] [added: 2.6%] on a year-over-year basis as of December 31, [removed: 2020, down] [added: 2021, up] from [removed: 1.3%] [added: 0.2%] on a year-over-year basis as of December 31, [removed: 2019;] [added: 2020;] and the short-term benchmark interest rate set by the European Central Bank was 0.0% as of December 31, [removed: 2020,] [added: 2021,] unchanged from December 31, [removed: 2019.][added: 2020.]
In Japan, the short-term benchmark interest rate set by the Bank of Japan was -0.1% as of December 31, [removed: 2020,] [added: 2021,] unchanged from December 31, [removed: 2019; and in China, reported real GDP growth is estimated to be 2.3% for the year ended December 31, 2020, below the 6.0% reported for the year ended December 31, 2019.][added: 2020.]
Other key issues include (i) [added: further developments regarding COVID-19, including the spread of variants such as Delta and Omicron, which may prolong the adverse economic impact of the pandemic on the U.S. and global economies, including supply chain disruptions that promote cost inflation for critical goods and labor shortages, (ii) geopolitical uncertainty such as U.S.-China relations, (iii)] political uncertainty caused by, among other things, [removed: populist political parties,] economic nationalist sentiments, tensions surrounding socioeconomic inequality issues, and [removed: the at-times] partisan [removed: nature] [added: sentiments in the United States, all] of [removed: U.S. government administration,] which [removed: has] [added: have] potentially global ramifications with regards to policy, [removed: (ii) geopolitical uncertainty such as U.S.-China relations, (iii)] [added: (iv)] regulatory changes regarding, for example, taxation, international trade, cross-border investments, immigration, [removed: and] stimulus [removed: programs/rising] [added: programs and rising] levels of debt, [removed: (iv)] [added: (v) increased] volatility [removed: or] [added: and/or] downturn in [removed: stock and] [added: equity or] credit markets, [removed: (v) any] [added: (vi)] unexpected [removed: shift] [added: shifts] in [removed: the] central banks' monetary policies, [removed: (vi)] [added: and (vii)] technological advancements and innovations that may disrupt marketplaces and [removed: businesses, and (vii) further developments regarding COVID-19, in particular the rise of variants hindering the success of the vaccines and the length of time needed to vaccinate a significant segment of the global population.][added: businesses.]
For a further discussion of how market conditions may affect our businesses, see [removed: "Risk] [added: “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 [removed: condition."][added: condition” 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.”]
Periods of volatility and dislocation in the capital [removed: markets, such as the present,] [added: markets] raise substantial risks, but also can present us with opportunities to invest at reduced valuations that position us for future growth and investment returns.
[removed: Many] [added: 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 year ended December 31, [removed: 2020,] [added: 2021,] global equity markets were positive, with the S&P 500 [removed: Index] up [removed: 18.4%] [added: 29.5%] and the MSCI World Index up [removed: 16.5%] [added: 22.5%] on a total return basis including dividends.
Equity market volatility as evidenced by the Chicago Board Options Exchange Market Volatility Index (VIX), a measure of volatility, ended at [removed: 22.8] [added: 17.2] as of December 31, [removed: 2020, increasing] [added: 2021, decreasing] from [removed: 13.8] [added: 22.8] as of December 31, [removed: 2019.][added: 2020.]
For a discussion of our valuation methods, see [removed: "Risk] [added: “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 [removed: condition"] [added: condition”] and see also [removed: "—Critical] [added: “—Critical] Accounting Policies—Fair Value Measurements—Level III Valuation [removed: Methodologies."][added: Methodologies.” 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.]
[removed: Many of our investments are also in non-investment grade credit instruments, and our funds and] [added: Our funds,] our portfolio companies [added: and Global Atlantic] also rely on credit financing and the ability to refinance existing debt.
[removed: In particular due] [added: 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.
During the year ended December 31, [removed: 2020,] [added: 2021,] U.S. investment grade corporate bond spreads (BofA Merrill Lynch US Corporate Index) [removed: expanded] [added: tightened] by [removed: 2] [added: 5] basis points and U.S. high-yield corporate bond spreads (BofAML HY Master II Index) [removed: expanded] [added: tightened] by [removed: 26] [added: 77] basis points.
The non-investment grade credit indices were up during the year ended December 31, [removed: 2020,] [added: 2021,] with the S&P/LSTA Leveraged Loan Index up [removed: 3.1%] [added: 5.2%] and the BAML US High Yield Index up [removed: 6.2%.][added: 5.4%.]
During the year ended December 31, [removed: 2020,] [added: 2021,] 10-year government bond yields [removed: fell 100] [added: rose 60] basis points in the United States, [removed: fell 63] [added: rose 77] basis points in the United Kingdom, [removed: fell 38] [added: rose 39] basis points in Germany, [removed: remained flat] [added: fell 37 basis points] in China, and rose [removed: 3] [added: 5] basis [removed: point] [added: points] 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 [added: 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 addition, the U.S. Congress is proposing (and after the date of this report may propose other) various significant changes in tax law, including significant changes in the way U.S. corporations like ourselves and many of our U.S. portfolio companies are taxed.]
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 [removed: condition" and] [added: condition,"] "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 [removed: poorly."] [added: 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."] For a further discussion of our valuation methods, see "—Critical Accounting Policies—Fair Value Measurements—Level III Valuation Methodologies."
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 [removed: denominated in such currencies, while the appreciation in such currencies would be expected to have the opposite effect.]
For the year ended December 31, [removed: 2020,] [added: 2021,] the euro [removed: rose 8.9%,] [added: fell 6.9%,] the British pound [removed: rose 3.1%,] [added: fell 1.0%,] the Japanese yen [removed: rose 5.2%,] [added: fell 10.3%,] and the Chinese renminbi rose [removed: 6.7%,] [added: 2.7%,] respectively, relative to the U.S. dollar.
Our Private Markets portfolio contains energy real asset investments, and certain of our other Private Markets and Public Markets strategies [removed: and products, including private equity, direct lending, special situations and CLOs, also] have [removed: meaningful] investments in [added: or related to] the energy sector.
During the year ended December 31, [removed: 2020,] [added: 2021,] the 3-year forward price of WTI crude oil [removed: decreased] [added: increased] approximately [removed: 12%,] [added: 37%,] and the 3-year forward price of natural gas increased approximately [removed: 2%.][added: 17%.]
The 3-year forward price of WTI crude oil [removed: decreased] [added: increased] from approximately [removed: $52] [added: $46] per barrel to [removed: $46] [added: $63] per barrel, and the 3-year forward price of natural gas increased from approximately [removed: $2.42] [added: $2.47] per mcf to [removed: $2.47] [added: $3.13] per mcf as of December 31, [removed: 2019] [added: 2020] and December 31, [removed: 2020,] [added: 2021,] respectively.
In addition, [removed: because we hold certain] [added: to the extent] energy real asset [removed: investments, which had a fair value of $0.7 billion as of December 31, 2020 on] [added: investments are directly held by] our balance sheet, [removed: these] price movements [removed: would] [added: can] have an amplified impact on our financial results, [removed: to the extent unhedged,] as we would directly bear the full extent of such gains or [removed: losses.][added: losses, subject to hedging.]
[removed: While the impact to longer-term prices of crude oil and natural gas has been less pronounced,] [added: In general,] we expect downward 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.
[removed: term] [added: However, because we typically use near-term] commodity [removed: price hedges, which make] [added: derivative transactions to hedge our exposures, we expect] long-term oil and natural gas prices [added: to be] a more significant driver of the valuation of our energy investments [added: in asset management] than spot prices.
[removed: As] [added: However, as] of December 31, [removed: 2020,] [added: 2021,] energy [removed: strategies make] [added: investments in oil and gas assets made] up [added: only] approximately 1% of our assets under management, [removed: 3%] [added: 1%] of our total GAAP assets and [removed: 3%] [added: 1%] of our [removed: book] [added: total segment] assets.
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 [removed: an] attractive [removed: vehicle] [added: 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 [removed: funds.][added: funds, and insurance.]
In several of [removed: these] [added: our 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.
While our Asian Fund IV, [removed: Americas Fund XII,] European Fund V, [added: North America Fund XIII,] Real Estate Partners Americas [added: III, Real Estate Partners Europe] II, Global Infrastructure Investors [removed: III and] [added: IV,] Next Generation Technology Growth Fund II [added: and Health Care Strategic Growth Fund II] exceeded the size of their respective predecessor funds, there is no assurance that fundraises for our other flagship [removed: private equity] [added: investment] funds or [added: vehicles or] for our newer strategies and their successor funds will experience similar success.
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 [removed: and participate] [added: as 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 [removed: identify and execute attractive investments.]
Although the equity markets are not the only means by which we exit [removed: investments,] [added: 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 [removed: our private equity] [added: the] portfolio companies [added: of our funds] in a timely manner.
We consolidate the financial results of KKR Group Partnership and [removed: their] [added: its] consolidated entities, which include the accounts of our investment [removed: management and capital markets] [added: advisers, broker-dealers, Global Atlantic’s insurance] 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 [removed: certain CLOs and CMBS.][added: collateralized financing entities ("CFEs").]
While the consolidation of [removed: a consolidated] [added: an investment] fund or entity does not have an effect on the amounts of Net Income Attributable to KKR or KKR's stockholders' [removed: capital] [added: equity] that KKR reports, the consolidation does significantly impact the financial statement presentation under GAAP.
For a further discussion of our consolidation policies, see [removed: Financial Statements and Supplementary Data—Note] [added: Note] 2 "Summary of Significant Accounting [removed: Policies."][added: Policies" in our financial statements.]
Key Financial Measures Under [removed: GAAP][added: GAAP - Insurance]
The following discussion of key financial measures under GAAP is based on KKR's [added: insurance] business as [added: conducted by Global Atlantic as] of December 31, [removed: 2020 and does not include the effects of the Global Atlantic acquisition, which was completed on February 1,] 2021.
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 [added: an] investment [removed: funds'] [added: fund's] limited partners.
In 2021, the United States showed signs of economic improvement driven primarily by government fiscal and monetary support, consumer savings and vaccine rollouts.
Inflation, however, is on the rise, driven by multiple factors, including supply chain disruptions, consumer demand, employment levels, and residential vacancy rates.
In January 2022, the U.S. Federal Reserve signaled its intention to be more aggressive at the start of the tightening cycle to dampen inflation running broadly through the U.S. economy, leading to significant market volatility.
In February 2022, actions taken by Russia in the Ukraine have also led to uncertainty and volatility.
As of February 24, 2022, the VIX ended at 30.3, compared to 17.2 as of December 31, 2021, an increase of 76.1%.
The pan-European Stoxx 600 closed down more than 21% since the start of the year; and Brent crude oil prices topped $100 for the first time since 2014.
In 2021, policymakers in China introduced a campaign for “common prosperity” focused on promoting a balance among growth, inclusion, and national security considerations, which could weigh on the outlook for economic growth over the medium term.
Also, China’s zero COVID tolerance policies may further impact growth over the near term as outbreaks occur.
Estimated real GDP in China grew by 8.0% for the year ended December 31, 2021, compared to growth of 2.2% reported for the year ended December 31, 2020.
Estimated core inflation in China was 1.0% on a year-over-year basis as of December 31, 2021, down from 2.5% on a year-over-year basis as of December 31, 2020.
In Japan, the economy has begun to embark on post-pandemic economic recovery.
In Japan, real GDP growth for the year ended December 31, 2021 is estimated to be 1.8%, up from -4.6% for the year ended December 31, 2020.
Core inflation on a year-over-year basis in Japan is estimated to have been -0.2% as of December 31, 2021, down from 0% on a year-over-year basis as of December 31, 2020.
In particular, in response to persistent inflationary pressure, short- and medium-term interest rates may rise, which may adversely impact equity and credit markets and in turn both increase volatility in equity and debt markets and reduce economic growth.
As noted above, the U.S. Federal Reserve has indicated that it is prepared to take action to manage inflation, including raising interests rates, tapering its asset purchases and shrinking the size of its balance sheet.
In addition, commodity prices are generally expected to rise in inflationary environments, and foreign exchange rates are often affected by countries monetary and fiscal responses to inflationary trends.
The Russian-Ukraine conflict, including the sanctions imposed in response to Russia's actions in February 2022, may exacerbate these issues and trends.
If enacted, these changes could materially increase the amount of taxes we and our portfolio companies are required to pay.
See “Risk Factors—Risks Related to Our Business—Changes in relevant tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities could adversely impact our effective tax rate and tax liability.”
With 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."
See above for volatility that occurred after the year-end.
Many of our investments, particularly in asset management, are in non-investment grade credit instruments, and, particularly in insurance, in investment grade credit instruments.
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.
In response to the U.S. Federal Reserve's change in tone and heightened geopolitical tensions in relation to Russia and Ukraine, these trends reversed in 2022 to date through February 24, with U.S. investment grade corporate bond spreads (BofA Merrill Lynch US Corporate Index) widening by 34 basis points and the U.S. high-yield corporate bond spreads (BofAML HY Master II Index) widening by 83 basis points.
denominated in such currencies, while the appreciation in such currencies would be expected to have the opposite effect.
As noted above, the actions taken by Russia in the Ukraine in February 2022 have also caused volatility in the commodities markets.
As of February 24, 2022, the 3-year forward price of WTI crude oil increased approximately 16%, to $73 per barrel, and the 3-year forward price of natural gas increased approximately 11% to $3.47 per mcf.
Additionally, the front month contract for WTI crude oil settled at $92 per barrel, also a level not seen since 2014.
The reverse is true for upward price movements.
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.
identify and execute attractive investments.
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 addition, volatile debt and equity markets may also make the exit of our investments more difficult to execute.
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 realize losses on the investment.
In addition, material delays in payments or impairments to our anticipated investment returns could have material adverse effects to our results of operations.
Overview of Business
For a discussion about our business lines and our firm, see "Business."
In 2020, the U.S. economy experienced a sharp contraction in the first half of the year, as a result of COVID-19, expanded significantly in the third quarter, as states began to reopen, and experienced moderate growth in the fourth quarter as new COVID-19 restrictions and closures took effect in parts of the country that faced a resurgence of the virus.
In 2020, the European Union's economy faced similar challenges due to COVID-19.
Following the sharp downturn in the first half of the year, the signs of rebound in the third quarter were cut short in the fourth quarter as certain countries in Europe, including France, Germany, Belgium, Ireland and England, reimposed restrictions and lock-downs as the number of COVID-19 cases surged across Europe.
In 2020, Japan's economy experienced a record COVID-19-related decline in the second quarter, but exhibited signs of slow recovery in the second half of the year.
In China, after the emergence of COVID-19 in the first quarter and the government's efforts to control the spread, its economy experienced a moderate but steady growth for the remainder of the year.
In addition, Global Atlantic makes significant investments in investment grade debt.
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" 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."
Following significant volatility in the first half of 2020, due in large part to the COVID-19 pandemic, oil prices remained relatively stable during the third quarter and saw a meaningful uptick in the fourth quarter, although prices ended the year lower than pre-COVID-19 levels.
If demand stays depressed, we expect significant volatility in oil prices to continue.
However, we expect the impact of the decline will be mitigated by the existence of our near-
We refer to CLOs and CMBS as collateralized financing entities ("CFEs").
above), KKR & Co. Inc. Stockholders’ Equity – Series I and II Preferred, Common Stock as of December 31, 2020 would be reduced by approximately $1.57 per share, compared to $21.15 per share on such date, and our book value as of December 31, 2020 would be reduced by approximately $1.67 per adjusted share, compared to book value of $ 23.09 per adjusted share on such date.
These entities, in some cases, are subject to U.S. state or local income taxes or non-U.S. income taxes.
The following discussion of key Non-GAAP and other operating and performance measures under GAAP is based on KKR's business as of December 31, 2020 and does not include the effects of the Global Atlantic acquisition, which was completed on February 1, 2021.
We caution readers that these non-GAAP measures may differ from the calculations of other investment managers, and as a result, may not be comparable to similar measures presented by other investment managers.
We believe providing adjusted shares is useful to stockholders as it provides insight into the calculation of amounts available for distribution as dividends on a per adjusted share basis assuming all units of KKR Holdings L.P. and KKR Holdings II L.P. and all shares of Series C Mandatory Convertible Preferred Stock are exchanged and converted, respectively, to shares of common stock.
After -tax distributable earnings excludes mark-to-market gains (losses) and 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 strategic corporate transaction-related charges and non-recurring 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.
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.
*Book Assets*
Book 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.
*Book Liabilities*
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 book assets after deducting for book liabilities, noncontrolling interests and Series A and B 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 B Preferred Stock.
KKR's book value includes the net impact of KKR's tax assets and liabilities as prepared under GAAP.
See also syndicated capital.
Distributable 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 distributable revenues is useful to stockholders as it provides insight into the realized revenue generated by KKR's business lines.
KKR believes that distributable expenses is useful to stockholders as it provides insight into the costs expended in connection with generating KKR's distributable revenues.
Distributable operating earnings is a non-GAAP performance measure that represents after-tax distributable earnings before interest expense, Series A and B preferred dividends, income (loss) attributable to noncontrolling interests and income taxes paid.
Fee related earnings is a non-GAAP supplemental performance measure of earnings of KKR before performance income and investment income.
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 distributable revenues.
*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.
An excerpt. Shown here: 40 of 485 rewritten, 40 of 1,132 added and 40 of 273 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2021 filing and the FY2020 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
18 rewritten, 130 added, 5 removed, 91 unchanged
When we commit capital [removed: of a certain amount] from our [removed: balance sheet] [added: Principal Activities business line] to investments or transactions, a balance sheet committee of senior employees, including our [removed: two] [added: Co-Executive Chairmen, one of our] Co-Chief Executive Officers, [removed: a Co-President/Co-Chief Operating Officer,] and the Chief Financial Officer, must approve the investment or transaction before it may be made.
The committee [removed: may delegate] [added: has delegated] authority to other [added: senior] employees [added: to approve certain investments or transactions,] subject to maximum commitment sizes or other limitations determined by the committee.
KKR has an investment management and distribution committee comprised of senior employees across our [added: Asset Management] business lines, and [added: it] includes our [removed: Co-Presidents/Co-Chief Operating] [added: Co-Chief Executive] Officers and Chief Financial Officer.
KKR has a risk and operations committee comprised of senior employees from across our [added: Asset Management] business [added: and] operations, and [added: it] includes our [removed: Co-Presidents/Co-] Chief Operating [removed: Officers,] [added: Officer,] Chief Financial Officer, General Counsel, and Chief Compliance Officer.
The majority of our investments as of December 31, [removed: 2020,] [added: 2021,] are reported at fair value.
Based on investments held as of December 31, [removed: 2020,] [added: 2021,] we estimate that an immediate 10% decrease in the fair value of investments generally would result in a commensurate change in the amount of net gains (losses) from investment activities (except that carried interest would likely be more significantly impacted), regardless of whether the investment was valued using observable market prices or management estimates with significant unobservable pricing inputs.
Based on the fair value of investments as of December 31, [removed: 2020,] [added: 2021,] we estimate that an immediate, hypothetical 10% decline in the fair value of investments would result in declines in net income attributable to KKR & Co. Inc. before income taxes in [removed: 2021] [added: 2022] from reductions in the following items, if not offset by other factors:
[removed: *Management Fees*][added: Management Fees]
Management fees in our infrastructure funds are calculated based on [removed: NAV] [added: the net asset value ("NAV")] of the fund and, in some cases, we additionally earn management fees on the fund's remaining commitment.
[added: The] proportion of our management fees that are based on NAV depends on the number and type of funds in existence.
For the year ended December 31, [removed: 2020,] [added: 2021,] the fund management fees that were recognized based on the NAV of the applicable funds was approximately [removed: 22%.][added: 24%.]
[removed: *Publicly] [added: Publicly] Traded [removed: Securities*][added: Securities]
We estimate that an immediate, hypothetical 10% decline in the exchange rates between the U.S. dollar and all of the major foreign currencies in which our investments were denominated as of December 31, [removed: 2020] [added: 2021] (i.e., an increase in the value of the U.S. dollar against these foreign currencies) would result in declines in net income attributable to KKR & Co. Inc. before income taxes in [removed: 2021] [added: 2022] from reductions in the following items, net of the impact of foreign exchange hedging strategies, if not offset by other factors:
| 10% Decline in Foreign Currencies Against the U.S. Dollar (1) | | | | | | $ | [removed: 140,169] [added: 183,349] | | (2) | | | $ | [removed: 117,896] [added: 151,497] | | (2) | | |
[removed: *Valuation] [added: Valuation] of [removed: Investments*][added: Investments]
[removed: *Interest Income*][added: Interest Income]
[removed: *Interest Expense*][added: Interest Expense]
With respect to debt obligations held by KKR and not in the consolidated funds or CLOs, as of December 31, [removed: 2020,] [added: 2021,] KKR had debt obligations outstanding with an aggregate principal amount of approximately $258.5 million that accrues interest at a variable rate.
The quantitative information provided in this section was prepared using estimates and assumptions that management believes are appropriate.
Asset Management
Insurance
The board of directors of TGAFG, which is the holding company for Global Atlantic, has established a risk committee that has primary oversight of market risk at Global Atlantic.
This risk committee has adopted Global Atlantic’s risk appetite principles that form the foundation of Global Atlantic’s enterprise risk management program.
The risk appetite principles include: (1) protect policyholders by seeking to maintain adequate capital and liquidity resources to honor its obligations to policyholders under situations reflecting stress scenarios calibrated to the worst modern economic cycles; (2) deliver value by remaining in a position of strength during periods of adverse market conditions, and (3) protect the franchise by identifying and cost-effectively managing risks that could adversely and materially impact franchise value.
The Global Atlantic enterprise risk management program formalizes the review of financial and non-financial risks and establishes risk management controls.
Global Atlantic monitors risks on an aggregate, legal entity and product basis, monitoring different factors, including financial and insurance, investment, hedge management, operational, and legal, compliance and regulatory risks to confirm that its risks remain within established risk limits and tolerances.
For a discussion of Global Atlantic's hedge program, see "—Insurance Segment Market Risks—Hedge Program".
Asset Management
This committee is aided by various other committees focused on the oversight of risks to our business, including a global conflicts and compliance committee and a technology and information security committee.
KKR's technology and information security committee is responsible for reviewing and monitoring global technology risks including information security, business disruption and fraud related risks.
Insurance
The TGAFG board of directors is responsible for oversight and the overall governance of Global Atlantic's business and operations.
The TGAFG board includes among its members our Co-Chief Executive Officers.
To assist with its oversight of Global Atlantic, the TGAFG board of directors has established an audit, risk, investment, operations & technology, nominating & governance, compensation and special transaction review committee.
Asset Management Segment Market Risks
The following is a discussion of the significant market risk exposures for KKR's Asset Management business.
| 10% Decline in Fair Value of Investments (1) | | | | | | $ | 33,959 | | (2) | | | $ | 685,824 | | (3) | | | $ | 1,236,343 | | (3) | | |
Insurance Segment Market Risks
The following is a discussion of the significant market risk exposures for Global Atlantic.
*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, assets under management, 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 this 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.
The quantitative information provided in this section was prepared using estimates and assumptions that management believes are appropriate in order to provide a reader with an indication of the directional impact that a hypothetical adverse movement in certain risks would have on net income attributable to KKR & Co. Inc. as of and for the period ended December 31, 2020.
In all cases, these directional impacts are presented after deducting amounts that are attributable to noncontrolling interests held by KKR Holdings.
As of December 31, 2020, KKR & Co. Inc. and KKR Holdings held interests in our business of 67.5% and 32.5%, respectively.
| 10% Decline in Fair Value of Investments (1) | | | | | | $ | 21,258 | | (2) | | | $ | 503,385 | | (3) | | | $ | 1,011,954 | | (3) | | |
The
An excerpt. Shown here: all 18 rewritten, 40 of 130 added and all 5 removed. The counts are complete. For every sentence, read Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK in the FY2021 filing and the FY2020 filing.
Item 1. BUSINESS
225 rewritten, 303 added, 170 removed, 409 unchanged
We are a leading global investment firm that offers alternative asset management [removed: and] [added: as well as] capital markets and insurance solutions.
Our asset management business offers a broad range of investment management services to [removed: our] fund investors [removed: and provides capital markets services to our firm, our portfolio companies and third parties.][added: around the world.]
Throughout our history, we have consistently been a leader in the private equity industry, having completed more than [removed: 375] [added: 650] private equity investments in portfolio companies with a total transaction value in excess of [removed: $650] [added: $675] billion as of December 31, [removed: 2020.][added: 2021.]
[removed: We have grown] [added: Since the inception of] our firm [removed: by expanding] [added: in 1976, we have expanded] our [removed: geographical presence] [added: investment strategies] and [removed: building businesses in] [added: product offerings from traditional private equity to] areas such as leveraged credit, alternative credit, [removed: capital markets,] infrastructure, energy, real estate, growth equity, core and impact investments.
Our balance sheet [removed: has provided] [added: provides] a significant source of capital in the growth and expansion of our business, and [added: it] has allowed us to further align our interests with those of our fund investors.
We seek to work proactively and collaboratively [removed: as one firm] across business lines, departments, and geographies, as appropriate, to achieve what we believe are the best [added: investment] results for our [removed: funds] [added: clients] and the firm.
As [removed: a global investment] [added: an asset management] firm, we earn [removed: management, monitoring, transaction and] [added: fees, including] incentive [removed: fees] [added: fees,] and carried interest for providing investment [removed: management, monitoring] [added: management] 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 [removed: investors,] [added: investors and] from other assets on our balance [removed: sheet and from the carried interest we receive from our funds and certain of our other investment vehicles.][added: sheet.]
[removed: A carried] [added: Carried] interest [added: we receive from our funds and certain other investment vehicles] entitles [removed: the sponsor of a fund] [added: us] to a specified percentage of investment gains that are generated on third-party capital that is invested.
These teams invest capital, a substantial portion of which is of a long duration [removed: and] [added: or] not subject to [removed: redemption.][added: predetermined redemption requirements, which provides us with significant flexibility to grow investments and select exit opportunities.]
[added: For more information about the limitations of perpetual capital, please see "Risks Related to Our Business—AUM referred to as perpetual capital is subject to material reduction, including through withdrawal, redemption, or dividends, and termination."] We believe that these aspects of our business [removed: will] help us continue to [removed: expand and] grow our [added: asset management] business and deliver strong investment performance in a variety of economic and financial conditions.
Global Atlantic is a leading U.S. [removed: annuity] [added: retirement] 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.
As of December 31, [removed: 2020,] [added: 2021,] Global Atlantic served [removed: over two] [added: approximately three] million policyholders.
[removed: The firm operates] [added: Our investment teams operate] with a single culture that rewards investment discipline, creativity, determination and patience and emphasizes the sharing of information, resources, expertise and best practices across offices and asset classes.
When appropriate, we staff [added: investment] transactions across multiple offices and businesses in order to take advantage of the industry-specific expertise of our investment professionals, and we hold regular meetings in which investment professionals throughout our offices share their knowledge and experiences.
Since our inception, one of our fundamental [added: investment] philosophies has been to align the interests of the firm and our [removed: principals] [added: employees] with the interests of our fund investors, portfolio companies and other stakeholders.
As of December 31, [removed: 2020,] [added: 2021,] we and our employees and other personnel have approximately [removed: $20.0] [added: $26.9] billion invested in or committed to our own funds and portfolio companies, including [removed: $10.6] [added: $11.1] billion [added: of capital] funded from our balance sheet, [removed: $6.3] [added: $11.9] billion of additional [removed: commitments from] [added: capital committed by] our balance sheet to [added: our] investment funds, [removed: $2.4] [added: $2.8] billion funded from personal [removed: investments] [added: investments,] and [removed: $0.7] [added: $1.1] billion of additional [added: capital] commitments from personal investments.
[removed: We operate] [added: In] our asset management [removed: business in] [added: business, we have] four business lines: (1) Private Markets, (2) Public Markets, (3) Capital Markets, and (4) Principal Activities.
In addition to our traditional private equity [removed: funds,] [added: funds that invest in large and mid-sized companies,] we sponsor investment funds that invest in [added: core equity,] growth equity, [removed: core] and impact investments.
We also manage and sponsor investment funds that invest capital in real assets, such as infrastructure, [removed: energy and] real [removed: estate.][added: estate, and energy.]
As of December 31, [removed: 2020,] [added: 2021,] our Private Markets business line had [removed: $148.7] [added: $257.0] billion of AUM, consisting of [removed: $99.1] [added: $153.3] billion in private equity (including growth equity, core and impact investments), [removed: $35.2] [added: $83.3] billion in real assets (including infrastructure, [removed: energy and] real [removed: estate)] [added: estate,] and [removed: $14.4] [added: energy) and $20.4] billion in other related strategies.
[removed: ][added: ]
(1) For the years 2006 through 2008, AUM are presented pro forma for the acquisition of the assets and liabilities of KKR & Co. (Guernsey) L.P. (formerly known as KKR Private Equity Investors, L.P.) [removed: ("KPE")] on October 1, [removed: 2009 (the "KPE Transaction"),] [added: 2009,] and therefore exclude the net asset value of [removed: KPE] [added: that vehicle] and its former commitments to our investment funds.
In [removed: 2015,] [added: 2015] our definition of AUM was amended to include [added: (i) KKR's pro rata portion of AUM managed by strategic partners in which KKR holds a minority stake and (ii)] capital commitments for which we are eligible to receive fees or carried interest upon deployment of [removed: capital and our pro rata portion of the AUM managed by strategic partners in which we hold an ownership interest.][added: capital.]
AUM for all prior periods [removed: have] [added: has] been adjusted to include such changes.
The table below presents information as of December 31, [removed: 2020,] [added: 2021,] relating to our current private [removed: equity, growth equity, core investment, impact] [added: equity] 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 acquisitions or disposals of investments, changes in investment values, or distributions occurring after December 31, [removed: 2020.][added: 2021.]
| Asian Fund IV | | | 7/2020 | | | 7/2026 | | | [removed: 13,818.5] [added: 14,735] | | | [removed: 13,818.5] [added: 12,056] | | | [removed: 7.2%] [added: 7%] | | | [removed: —] [added: 2,679] | | | — | | | [removed: —] [added: 2,679] | | | [removed: —] [added: 2,937] | | | — | | |
| Asia Pacific Infrastructure Investors | | | 1/2020 | | | 1/2026 | | | [removed: 3,791.6] [added: 3,792] | | | [removed: 3,791.6] [added: 2,738] | | | [removed: 6.6%] [added: 7%] | | | [removed: —] [added: 1,311] | | | [removed: —] [added: 258] | | | [removed: —] [added: 1,161] | | | [removed: —] [added: 1,302] | | | [removed: —] [added: 33] | | |
| Asia Real Estate Partners | | | 6/2019 | | | 6/2023 | | | [removed: 1,682.4] [added: 1,682] | | | [removed: 1,682.4] [added: 1,415] | | | [removed: 14.9%] [added: 15%] | | | [removed: —] [added: 267] | | | — | | | [removed: —] [added: 267] | | | [removed: —] [added: 343] | | | [removed: —] [added: 1] | | |
| Real Estate Credit Opportunity Partners II | | | 4/2019 | | | 6/2022 | | | [removed: 950.0] [added: 950] | | | [removed: 606.6] [added: 507] | | | [removed: 5.3%] [added: 5%] | | | [removed: 343.4] [added: 443] | | | [removed: 12.0] [added: 65] | | | [removed: 343.4] [added: 443] | | | [removed: 353.9] [added: 479] | | | [removed: —] [added: 8] | | |
| Unallocated Commitments (6) | | | | | | | | | [removed: 903.1] [added: 1,994] | | | [removed: 903.1] [added: 1,994] | | | Various | | | — | | | — | | | — | | | — | | | — | | |
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 [removed: new] investments [added: (other than reserved amounts)] on behalf of the fund, unless extended by a vote of the fund [removed: investors] [added: investors,] and (ii) the date on which the last [removed: new] investment was made.
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 December 31, [removed: 2020,] [added: 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 [removed: capital, with the limited partners' investment further reduced for any return of capital and realized gains from which the general partner did not receive a carried interest.][added: capital.]
We have [removed: nearly] doubled the value of capital that we have invested in our Private Markets investment funds, turning [removed: $122.0] [added: $141.5] billion of [added: invested] capital into [removed: $240.2] [added: $293.6] billion of value from our inception in 1976 to December 31, [removed: 2020.][added: 2021.]
[removed: ][added: ]
From our inception in 1976 through December 31, [removed: 2020,] [added: 2021,] our investment funds with at least 24 months of investment activity generated a cumulative gross IRR of 25.6%, compared to the [removed: 11.9%] [added: 12.1%] and [removed: 9.2%] [added: 9.5%] gross IRR achieved by the S&P 500 Index and MSCI World Index, respectively, over the same period, despite the cyclical and sometimes challenging environments in which we have operated.
The S&P 500 Index and MSCI World Index are unmanaged indices and [removed: such] [added: their] returns assume reinvestment of distributions and do not reflect any fees or expenses.
The tables below present information as of December 31, [removed: 2020,] [added: 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.
We also provide capital markets services for our firm, our portfolio companies and third parties.
We operate in two segments, our asset management business and, beginning in the first quarter of 2021, our insurance business.
Asset Management
As of December 31, 2021, approximately 90% of our AUM consists of capital that is not subject to redemption for at least 8 years from inception and what we refer to as perpetual capital.
The following chart presents the growth in the AUM of our Private Markets business line from December 2005 through December 31, 2021.
| North America Fund XIII | | | 6/2021 | | | 6/2027 | | | $ | 17,749 | | $ | 17,749 | | 6% | | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
| Americas Fund XII | | | 1/2017 | | | 6/2021 | | | 13,500 | | | 1,937 | | | 6% | | | 12,039 | | | 4,198 | | | 10,986 | | | 26,586 | | | 2,816 | | |
| North America Fund XI | | | 9/2012 | | | 1/2017 | | | 8,718 | | | 422 | | | 3% | | | 9,752 | | | 16,367 | | | 3,693 | | | 8,659 | | | 983 | | |
| 2006 Fund (4) | | | 9/2006 | | | 9/2012 | | | 17,642 | | | 247 | | | 2% | | | 17,309 | | | 34,744 | | | 1,649 | | | 2,781 | | | 278 | | |
| Millennium Fund (4) | | | 12/2002 | | | 12/2008 | | | 6,000 | | | — | | | 3% | | | 6,000 | | | 14,123 | | | — | | | 6 | | | 1 | | |
| European Fund V | | | 3/2019 | | | 7/2025 | | | 6,356 | | | 2,597 | | | 2% | | | 3,828 | | | 361 | | | 3,707 | | | 5,225 | | | 257 | | |
| European Fund IV | | | 12/2014 | | | 3/2019 | | | 3,515 | | | 66 | | | 6% | | | 3,577 | | | 4,519 | | | 1,935 | | | 3,103 | | | 220 | | |
| European Fund III (4) | | | 3/2008 | | | 3/2014 | | | 5,509 | | | 150 | | | 5% | | | 5,360 | | | 10,604 | | | 669 | | | 175 | | | (20) | | |
| European Fund II (4) | | | 11/2005 | | | 10/2008 | | | 5,751 | | | — | | | 2% | | | 5,751 | | | 8,507 | | | — | | | 34 | | | — | | |
| Asian Fund III | | | 4/2017 | | | 7/2020 | | | 9,000 | | | 2,156 | | | 6% | | | 7,248 | | | 3,633 | | | 6,541 | | | 13,671 | | | 1,273 | | |
| Asian Fund II | | | 4/2013 | | | 4/2017 | | | 5,825 | | | 34 | | | 1% | | | 6,839 | | | 5,946 | | | 3,796 | | | 3,833 | | | 152 | | |
| Asian Fund (4) | | | 7/2007 | | | 4/2013 | | | 3,983 | | | — | | | 3% | | | 3,974 | | | 8,728 | | | 110 | | | 23 | | | 4 | | |
| China Growth Fund (4) | | | 11/2010 | | | 11/2016 | | | 1,010 | | | — | | | 1% | | | 1,010 | | | 1,056 | | | 330 | | | 249 | | | (3) | | |
| Next Generation Technology Growth Fund II | | | 12/2019 | | | 12/2025 | | | 2,088 | | | 796 | | | 7% | | | 1,489 | | | 259 | | | 1,352 | | | 2,218 | | | 157 | | |
| Next Generation Technology Growth Fund | | | 3/2016 | | | 12/2019 | | | 659 | | | 4 | | | 22% | | | 666 | | | 810 | | | 359 | | | 1,529 | | | 128 | | |
| Health Care Strategic Growth Fund II | | | 5/2021 | | | 5/2027 | | | 3,789 | | | 3,789 | | | 4% | | | — | | | — | | | — | | | — | | | — | | |
| Health Care Strategic Growth Fund | | | 12/2016 | | | 5/2021 | | | 1,331 | | | 522 | | | 11% | | | 939 | | | 196 | | | 834 | | | 1,261 | | | 62 | | |
| Global Impact Fund | | | 2/2019 | | | 2/2025 | | | 1,242 | | | 429 | | | 8% | | | 904 | | | 96 | | | 849 | | | 1,364 | | | 94 | | |
| Private Equity Funds | | | | | | | | | 128,402 | | | 42,954 | | | | | | 89,364 | | | 114,147 | | | 39,489 | | | 73,654 | | | 6,402 | | |
| Co-Investment Vehicles and Other | | | Various | | | Various | | | 16,999 | | | 7,898 | | | Various | | | 9,524 | | | 7,144 | | | 6,228 | | | 9,260 | | | 1,434 | | |
| Total Private Equity Funds | | | | | | | | | 145,401 | | | 50,852 | | | | | | 98,888 | | | 121,291 | | | 45,717 | | | 82,914 | | | 7,836 | | |
| Core Investment Vehicles | | | Various | | | Various | | | 24,239 | | | 13,379 | | | 31% | | | 11,361 | | | 516 | | | 11,163 | | | 18,343 | | | 345 | | |
| Energy Income and Growth Fund II | | | 6/2018 | | | 8/2022 | | | 994 | | | 415 | | | 20% | | | 772 | | | 193 | | | 610 | | | 814 | | | 13 | | |
| Energy Income and Growth Fund | | | 9/2013 | | | 6/2018 | | | 1,974 | | | — | | | 13% | | | 1,974 | | | 912 | | | 1,174 | | | 670 | | | — | | |
| Natural Resources Fund (4) | | | Various | | | Various | | | 887 | | | — | | | Various | | | 887 | | | 123 | | | 193 | | | 46 | | | — | | |
| Global Energy Opportunities | | | Various | | | Various | | | 915 | | | 62 | | | Various | | | 519 | | | 165 | | | 326 | | | 190 | | | — | | |
| Global Infrastructure Investors III | | | 6/2018 | | | 6/2021 | | | 7,169 | | | 2,924 | | | 4% | | | 4,511 | | | 979 | | | 4,022 | | | 4,211 | | | — | | |
| Global Infrastructure Investors II | | | 10/2014 | | | 6/2018 | | | 3,040 | | | 124 | | | 4% | | | 3,163 | | | 4,239 | | | 1,281 | | | 1,757 | | | 47 | | |
| Global Infrastructure Investors | | | 9/2011 | | | 10/2014 | | | 1,040 | | | — | | | 5% | | | 1,050 | | | 2,228 | | | — | | | — | | | — | | |
| Diversified Core Infrastructure Fund | | | 12/2020 | | | (5) | | | 6,939 | | | 5,054 | | | 7% | | | 1,889 | | | 54 | | | 1,885 | | | 1,931 | | | — | | |
| Real Estate Partners Americas III | | | 12/2020 | | | 1/2025 | | | 4,253 | | | 3,167 | | | 5% | | | 1,086 | | | — | | | 1,086 | | | 1,196 | | | — | | |
| Real Estate Partners Americas II | | | 5/2017 | | | 12/2020 | | | 1,921 | | | 266 | | | 8% | | | 1,892 | | | 1,973 | | | 816 | | | 1,096 | | | 140 | | |
| Real Estate Partners Americas | | | 5/2013 | | | 5/2017 | | | 1,229 | | | 142 | | | 16% | | | 1,016 | | | 1,405 | | | 142 | | | 67 | | | 2 | | |
| Real Estate Partners Europe II | | | 12/2019 | | | 4/2024 | | | 2,083 | | | 1,117 | | | 10% | | | 966 | | | — | | | 966 | | | 1,107 | | | — | | |
| Real Estate Partners Europe | | | 9/2015 | | | 12/2019 | | | 710 | | | 141 | | | 10% | | | 648 | | | 576 | | | 292 | | | 360 | | | 15 | | |
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.
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.
Beginning in the first quarter of 2021, we will also earn our share of income generated by Global Atlantic as a result of the Global Atlantic acquisition.
As of December 31, 2020, approximately 80% of our capital is not subject to redemption for at least 8 years from inception, providing us with significant flexibility to grow investments and select exit opportunities.
With offices around the world, we have established ourselves as a leading global investment firm.
Our Business Lines
| Americas Fund XII | | | 1/2017 | | | 1/2023 | | | $ | 13,500.0 | | $ | 5,462.1 | | 5.8% | | | $ | 8,332.5 | | $ | 379.6 | | $ | 8,221.5 | | $ | 13,506.1 | | $ | 836.2 | |
| North America Fund XI | | | 9/2012 | | | 1/2017 | | | 8,718.4 | | | 429.8 | | | 2.9% | | | 9,733.0 | | | 12,717.1 | | | 4,499.7 | | | 8,851.6 | | | 818.9 | | |
| 2006 Fund (4) | | | 9/2006 | | | 9/2012 | | | 17,642.2 | | | 247.4 | | | 2.1% | | | 17,309.3 | | | 32,435.1 | | | 2,546.3 | | | 4,794.0 | | | 461.2 | | |
| 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 | | | 6,415.0 | | | 3,810.0 | | | 1.8% | | | 2,605.0 | | | — | | | 2,605.0 | | | 3,130.9 | | | 56.4 | | |
| European Fund IV | | | 12/2014 | | | 3/2019 | | | 3,511.0 | | | 59.4 | | | 5.7% | | | 3,578.1 | | | 3,092.2 | | | 2,351.3 | | | 3,953.8 | | | 286.7 | | |
| European Fund III (4) | | | 3/2008 | | | 3/2014 | | | 5,513.9 | | | 154.1 | | | 5.2% | | | 5,359.8 | | | 10,524.4 | | | 336.7 | | | 300.3 | | | (14.9) | | |
| 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 | | | 7/2020 | | | 9,000.0 | | | 3,168.7 | | | 5.6% | | | 6,190.7 | | | 1,261.1 | | | 5,795.6 | | | 8,773.5 | | | 552.2 | | |
| Asian Fund II | | | 4/2013 | | | 4/2017 | | | 5,825.0 | | | — | | | 1.3% | | | 6,842.4 | | | 4,903.4 | | | 4,023.2 | | | 5,416.4 | | | 280.3 | | |
| Asian Fund (4) | | | 7/2007 | | | 4/2013 | | | 3,983.3 | | | — | | | 2.5% | | | 3,974.3 | | | 8,723.3 | | | 17.1 | | | 25.7 | | | 3.6 | | |
| China Growth Fund (4) | | | 11/2010 | | | 11/2016 | | | 1,010.0 | | | — | | | 1.0% | | | 1,010.0 | | | 867.9 | | | 466.2 | | | 409.0 | | | (7.4) | | |
| Next Generation Technology Growth Fund II | | | 12/2019 | | | 12/2025 | | | 2,088.3 | | | 1,225.5 | | | 7.2% | | | 863.6 | | | 0.9 | | | 859.0 | | | 1,009.5 | | | 19.9 | | |
| Next Generation Technology Growth Fund | | | 3/2016 | | | 12/2019 | | | 658.9 | | | 2.3 | | | 22.5% | | | 663.3 | | | 326.8 | | | 527.6 | | | 1,096.4 | | | 62.3 | | |
| Health Care Strategic Growth Fund | | | 12/2016 | | | 12/2021 | | | 1,331.0 | | | 844.7 | | | 11.3% | | | 577.0 | | | 116.1 | | | 482.8 | | | 1,042.0 | | | 73.2 | | |
| Global Impact Fund | | | 2/2019 | | | 2/2025 | | | 1,242.2 | | | 694.6 | | | 8.1% | | | 547.6 | | | — | | | 547.6 | | | 645.8 | | | 12.1 | | |
| Private Equity Funds | | | | | | | | | 106,008.5 | | | 29,917.1 | | | | | | 79,337.4 | | | 97,978.4 | | | 33,279.6 | | | 52,995.4 | | | 3,441.8 | | |
| Co-Investment Vehicles and Other | | | Various | | | Various | | | 12,069.8 | | | 4,285.7 | | | Various | | | 8,073.6 | | | 5,683.3 | | | 5,312.1 | | | 7,614.1 | | | 833.1 | | |
| Total Private Equity Funds | | | | | | | | | 118,078.3 | | | 34,202.8 | | | | | | 87,411.0 | | | 103,661.7 | | | 38,591.7 | | | 60,609.5 | | | 4,274.9 | | |
| Core Investment Vehicles | | | Various | | | Various | | | 10,693.6 | | | 3,326.3 | | | 33.0% | | | 7,367.3 | | | — | | | 7,367.3 | | | 10,481.9 | | | 131.4 | | |
| Energy Income and Growth Fund II | | | 6/2018 | | | 6/2021 | | | 994.2 | | | 515.0 | | | 20.1% | | | 488.9 | | | 9.6 | | | 479.7 | | | 487.7 | | | — | | |
| Energy Income and Growth Fund | | | 9/2013 | | | 6/2018 | | | 1,974.2 | | | — | | | 12.9% | | | 1,967.9 | | | 834.8 | | | 1,239.4 | | | 975.9 | | | — | | |
| Natural Resources Fund (4) | | | Various | | | Various | | | 887.4 | | | — | | | Various | | | 887.4 | | | 123.2 | | | 194.2 | | | 71.8 | | | — | | |
| Global Energy Opportunities | | | Various | | | Various | | | 914.1 | | | 63.4 | | | Various | | | 518.4 | | | 143.5 | | | 346.7 | | | 206.5 | | | — | | |
| Global Infrastructure Investors III | | | 6/2018 | | | 6/2024 | | | 7,193.3 | | | 4,019.1 | | | 3.8% | | | 3,390.1 | | | 216.0 | | | 3,328.7 | | | 3,294.9 | | | — | | |
| Global Infrastructure Investors II | | | 10/2014 | | | 6/2018 | | | 3,040.8 | | | 161.3 | | | 4.1% | | | 3,119.4 | | | 2,752.5 | | | 2,038.4 | | | 2,650.5 | | | 66.6 | | |
| Global Infrastructure Investors | | | 9/2011 | | | 10/2014 | | | 1,040.2 | | | 25.1 | | | 4.8% | | | 1,046.8 | | | 2,098.4 | | | 127.5 | | | 107.6 | | | 1.3 | | |
| Real Estate Partners Americas II | | | 5/2017 | | | 12/2020 | | | 1,921.2 | | | 494.4 | | | 7.8% | | | 1,662.9 | | | 519.3 | | | 1,399.4 | | | 1,556.5 | | | 44.1 | | |
| Real Estate Partners Americas | | | 5/2013 | | | 5/2017 | | | 1,229.1 | | | 147.8 | | | 16.3% | | | 1,011.1 | | | 1,357.9 | | | 186.6 | | | 84.4 | | | (1.6) | | |
| Real Estate Partners Europe | | | 9/2015 | | | 12/2019 | | | 713.7 | | | 190.0 | | | 9.1% | | | 599.5 | | | 172.1 | | | 510.7 | | | 656.0 | | | 21.1 | | |
| Real Estate Credit Opportunity Partners | | | 2/2017 | | | 4/2019 | | | 1,130.0 | | | 122.2 | | | 4.4% | | | 1,007.8 | | | 232.2 | | | 1,007.8 | | | 942.6 | | | — | | |
| Property Partners Americas | | | 12/2019 | | | (5) | | | 2,012.5 | | | 1,446.7 | | | 24.8% | | | 565.8 | | | 11.5 | | | 565.8 | | | 618.1 | | | 2.3 | | |
| Co-Investment Vehicles and Other | | | Various | | | Various | | | 7,594.3 | | | 4,478.8 | | | Various | | | 3,115.5 | | | 923.5 | | | 3,111.8 | | | 3,644.3 | | | 13.2 | | |
| Real Assets | | | | | | | | | 37,069.0 | | | 17,744.4 | | | | | | 19,724.9 | | | 9,406.5 | | | 14,880.1 | | | 15,650.7 | | | 147.0 | | |
An excerpt. Shown here: 40 of 225 rewritten, 40 of 303 added and 40 of 170 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2021 filing and the FY2020 filing.
Item 3. LEGAL PROCEEDINGS.
1 rewritten, 0 added, 4 removed, 0 unchanged
For [added: a discussion of] KKR's legal proceedings, [added: see] the section entitled "Litigation" appearing in Note [removed: 16] [added: 24] "Commitments and Contingencies" [removed: to] [added: in] our [removed: consolidated] financial statements included elsewhere in this [removed: report] [added: report, which] is incorporated herein by reference.
Global Atlantic is involved in litigation and regulatory actions in the ordinary course of business.
Litigation, including class actions, or regulatory actions could result in the payment of substantial settlements, increase costs, require changes to operations, divert management attention, cause reputational harm or make it more challenging to attract and retain customers, employees and agents at Global Atlantic.
Prior to the Global Atlantic acquisition, Global Atlantic settled two class actions and a number of regulatory matters stemming from the conversion of administration of certain life insurance policies to a third-party service provider, Alliance-One Services, Inc. On January 29, 2021, Global Atlantic entered into a settlement agreement with Alliance-One resolving Global Atlantic's claims against Alliance-One arising from the conversion.
Certain regulatory matters relating to the conversion remain ongoing.
Cover and table of contents
42 rewritten, 32 added, 23 removed, 192 unchanged
For the fiscal year ended December 31, [removed: 2020][added: 2021]
The aggregate market value of common stock of the registrant held by non-affiliates as of June 30, [removed: 2020,] [added: 2021,] was approximately [removed: $16.5] [added: $33.1] billion.
As of February [removed: 17, 2021,] [added: 24, 2022,] the registrant had [removed: 576,611,174] [added: 591,145,410] shares of common stock outstanding.
For the Year Ended December 31, [removed: 2020][added: 2021]
| Item 1A. | | | [Risk [removed: Factors](#i2228ff102a4e4d6f8c7b176d42676f7c_277)] [added: Factors](#i82942269e85547c6b206e864d0a7ce7e_322)] | | | [removed: [37](#i2228ff102a4e4d6f8c7b176d42676f7c_277)] [added: [42](#i82942269e85547c6b206e864d0a7ce7e_322)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i2228ff102a4e4d6f8c7b176d42676f7c_292)] [added: Comments](#i82942269e85547c6b206e864d0a7ce7e_340)] | | | [removed: [121](#i2228ff102a4e4d6f8c7b176d42676f7c_292)] [added: [126](#i82942269e85547c6b206e864d0a7ce7e_340)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i2228ff102a4e4d6f8c7b176d42676f7c_232)] [added: Disclosures](#i82942269e85547c6b206e864d0a7ce7e_283)] | | | [removed: [121](#i2228ff102a4e4d6f8c7b176d42676f7c_232)] [added: [126](#i82942269e85547c6b206e864d0a7ce7e_283)] | | |
| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2228ff102a4e4d6f8c7b176d42676f7c_298)] [added: Securities](#i82942269e85547c6b206e864d0a7ce7e_415)] | | | [removed: [122](#i2228ff102a4e4d6f8c7b176d42676f7c_298)] [added: [127](#i82942269e85547c6b206e864d0a7ce7e_415)] | | |
| Item 6. | | | [removed: \[Reserved\]] [added: [\[Reserved\]](#i82942269e85547c6b206e864d0a7ce7e_3530)] | | | [added: [129](#i82942269e85547c6b206e864d0a7ce7e_3530)] | | |
| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2228ff102a4e4d6f8c7b176d42676f7c_124)] [added: Operations](#i82942269e85547c6b206e864d0a7ce7e_124)] | | | [removed: [125](#i2228ff102a4e4d6f8c7b176d42676f7c_124)] [added: [130](#i82942269e85547c6b206e864d0a7ce7e_124)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2228ff102a4e4d6f8c7b176d42676f7c_304)] [added: Risk](#i82942269e85547c6b206e864d0a7ce7e_421)] | | | [removed: [171](#i2228ff102a4e4d6f8c7b176d42676f7c_304)] [added: [201](#i82942269e85547c6b206e864d0a7ce7e_421)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i2228ff102a4e4d6f8c7b176d42676f7c_22)] [added: Data](#i82942269e85547c6b206e864d0a7ce7e_22)] | | | [removed: [175](#i2228ff102a4e4d6f8c7b176d42676f7c_22)] [added: [210](#i82942269e85547c6b206e864d0a7ce7e_22)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2228ff102a4e4d6f8c7b176d42676f7c_322)] [added: Disclosure](#i82942269e85547c6b206e864d0a7ce7e_424)] | | | [removed: [250](#i2228ff102a4e4d6f8c7b176d42676f7c_322)] [added: [345](#i82942269e85547c6b206e864d0a7ce7e_424)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i2228ff102a4e4d6f8c7b176d42676f7c_325)] [added: Procedures](#i82942269e85547c6b206e864d0a7ce7e_427)] | | | [removed: [250](#i2228ff102a4e4d6f8c7b176d42676f7c_325)] [added: [345](#i82942269e85547c6b206e864d0a7ce7e_427)] | | |
| Item 9B. | | | [Other [removed: Information](#i2228ff102a4e4d6f8c7b176d42676f7c_3451)] [added: Information](#i82942269e85547c6b206e864d0a7ce7e_3317)] | | | [removed: [251](#i2228ff102a4e4d6f8c7b176d42676f7c_3451)] [added: [346](#i82942269e85547c6b206e864d0a7ce7e_3317)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2228ff102a4e4d6f8c7b176d42676f7c_343)] [added: Governance](#i82942269e85547c6b206e864d0a7ce7e_388)] | | | [removed: [252](#i2228ff102a4e4d6f8c7b176d42676f7c_343)] [added: [347](#i82942269e85547c6b206e864d0a7ce7e_388)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i2228ff102a4e4d6f8c7b176d42676f7c_346)] [added: Compensation](#i82942269e85547c6b206e864d0a7ce7e_391)] | | | [removed: [257](#i2228ff102a4e4d6f8c7b176d42676f7c_346)] [added: [353](#i82942269e85547c6b206e864d0a7ce7e_391)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2228ff102a4e4d6f8c7b176d42676f7c_349)] [added: Matters](#i82942269e85547c6b206e864d0a7ce7e_394)] | | | [removed: [271](#i2228ff102a4e4d6f8c7b176d42676f7c_349)] [added: [370](#i82942269e85547c6b206e864d0a7ce7e_394)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2228ff102a4e4d6f8c7b176d42676f7c_352)] [added: Independence](#i82942269e85547c6b206e864d0a7ce7e_397)] | | | [removed: [274](#i2228ff102a4e4d6f8c7b176d42676f7c_352)] [added: [373](#i82942269e85547c6b206e864d0a7ce7e_397)] | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i2228ff102a4e4d6f8c7b176d42676f7c_355)] [added: Services](#i82942269e85547c6b206e864d0a7ce7e_400)] | | | [removed: [280](#i2228ff102a4e4d6f8c7b176d42676f7c_355)] [added: [380](#i82942269e85547c6b206e864d0a7ce7e_400)] | | |
| Item 15. | | | [removed: [Exhibits, Financial] [added: [Exhibits](#i82942269e85547c6b206e864d0a7ce7e_406) [and](#i82942269e85547c6b206e864d0a7ce7e_406) [Financial] Statement [removed: Schedules](#i2228ff102a4e4d6f8c7b176d42676f7c_361)] [added: Schedules](#i82942269e85547c6b206e864d0a7ce7e_406)] | | | [removed: [281](#i2228ff102a4e4d6f8c7b176d42676f7c_361)] [added: [381](#i82942269e85547c6b206e864d0a7ce7e_406)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i2228ff102a4e4d6f8c7b176d42676f7c_364)] [added: Summary](#i82942269e85547c6b206e864d0a7ce7e_412)] | | | [removed: [289](#i2228ff102a4e4d6f8c7b176d42676f7c_364)] [added: [388](#i82942269e85547c6b206e864d0a7ce7e_412)] | | |
You can identify these forward-looking statements by the use of words such as "outlook," "believe," [added: "think,"] "expect," "potential," "continue," "may," "should," "seek," "approximately," "predict," "intend," "will," "plan," "estimate," "anticipate," the negative version of these words, other comparable words or other statements that do not relate strictly to historical or factual matters.
Without limiting the foregoing, statements regarding the declaration and payment of dividends on common or preferred stock of KKR & Co. Inc.; the timing, manner and volume of repurchase of common stock pursuant to its repurchase program; [removed: the amount that The Global Atlantic Financial Group LLC (together with its subsidiaries, "Global Atlantic") will contribute to KKR's assets under management ("AUM"); KKR's ability to manage Global Atlantic's investments; operation of Global Atlantic following the closing of the transaction; the transaction's effects on KKR’s operating results;] expansion and growth opportunities and other synergies resulting from [removed: the Global Atlantic acquisition and other] acquisitions, reorganizations or strategic [removed: partnerships] [added: partnerships; and the timing and completion of the transactions contemplated by the Reorganization Agreement (as defined below)] may constitute forward-looking statements.
In this report, references to "KKR," "we," "us" and "our" refer to KKR & Co. Inc. and its subsidiaries, including [added: The] Global [removed: Atlantic,] [added: Atlantic Financial Group LLC ("TGAFG" and, together with its subsidiaries, "Global Atlantic"),] unless the context requires otherwise.
References to [removed: "KKR Group Partnership" for periods prior to the Reorganization mean KKR Fund Holdings L.P., KKR Management Holdings L.P. and KKR International Holdings L.P., collectively, and references to "KKR Group Partnership" for periods following the Reorganization mean KKR Group Partnership L.P. References to] a [removed: "KKR] [added: “KKR] Group Partnership [removed: Unit" mean] [added: Unit” refer to] (i) one Class A partner interest in each of KKR Fund Holdings L.P., KKR Management Holdings L.P. and KKR International Holdings L.P., collectively, for periods prior to [removed: the Reorganization] [added: prior to January 1, 2020,] and (ii) one Class A partner interest in KKR Group Partnership for periods [removed: following the Reorganization.][added: on and after January 1, 2020.]
[removed: References to "common stock" for] [added: For] periods [removed: prior] [added: between July 1, 2018 and December 31, 2019, references] to [removed: the Reclassification mean] [added: “common stock” refer to] Class A common stock of KKR & Co. [removed: Inc.] [added: Inc.,] and references to [removed: "Series] [added: “Series] I preferred [removed: stock"] [added: stock”] and [removed: "Series] [added: “Series] II preferred [removed: stock" for periods prior] [added: stock” refer] to [removed: the Reclassification mean] Class B common stock and Class C common stock of KKR & Co. Inc., respectively.
[added: Prior to July 1, 2018, KKR & Co. Inc. was a limited partnership named KKR & Co. L.P.] References to the [removed: "Series] [added: “Series] I preferred [removed: stockholder"] [added: stockholder” or “KKR Management”] are to KKR Management LLP, the holder of the sole [added: outstanding] share of our Series I preferred [removed: stock, which converted from a limited liability company named KKR Management LLC to a limited liability partnership in the Reorganization.][added: stock.]
Unless otherwise indicated, references to equity interests in [removed: KKR's] [added: KKR’s] business, or to percentage interests in [removed: KKR's] [added: KKR’s] business, reflect the aggregate equity interests in KKR Group Partnership [added: L.P. ("KKR Group Partnership"), which is the intermediate holding company that owns the entirety of KKR’s business,] and are net of amounts that have been allocated to [removed: our principals and other employees in respect of] the [removed: carried interest from KKR's business as part] [added: holders] of [removed: our "carry pool" and] certain minority [removed: interests.][added: interests, including our principals and carry pool participants (who are explained further below).]
References to [removed: "principals"] [added: “principals”] are to [removed: our senior] [added: current and former] employees who hold interests in [removed: KKR's] [added: KKR’s] business through KKR Holdings L.P. [removed: ("KKR Holdings") or another KKR entity, and references to our "senior principals" are to our senior employees who hold interests in the Series I preferred stockholder.][added: (“KKR Holdings”).]
On February 1, 2021, KKR completed its [removed: previously announced transaction to acquire] [added: acquisition of] Global Atlantic.
[removed: Upon closing] KKR holds all of the voting interests in Global Atlantic and owns [removed: 61.1%] [added: 61.5%] of the economic equity interests in Global Atlantic, [removed: which percentage is subject to change due to] [added: following the completion of] certain post-closing purchase price [removed: adjustments.][added: adjustments in the second quarter of 2021.]
We disclose certain financial measures in this report that are calculated and presented using methodologies other than in accordance with GAAP, including after-tax distributable earnings, distributable [removed: revenues, distributable expenses, distributable] operating earnings, fee related earnings ("FRE"), [removed: book assets, book liabilities,] [added: asset management segment revenues,] book value and book value per adjusted share.
These non-GAAP financial measures should not be considered as a substitute [removed: for, or superior to,] [added: for] similar financial measures calculated in accordance with GAAP.
Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP, where applicable, are included under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Reconciliations to GAAP Measures." This report also uses the terms [removed: AUM,] [added: assets under management ("AUM"),] fee paying assets under management [removed: ("FPAUM"), capital invested] [added: ("FPAUM")] and [removed: syndicated capital.][added: capital invested.]
These non-GAAP and operating metrics are defined in the section "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Non-GAAP [added: Performance Measures] and Other Operating [removed: and Performance] Measures."
References to our "funds" or our "vehicles" refer to investment funds, vehicles and accounts that are advised, [removed: sponsored or] managed [added: or sponsored] by one or more subsidiaries of KKR, including collateralized loan obligations ("CLOs") and commercial real estate mortgage-backed securities ("CMBS") vehicles, unless the context requires otherwise.
Unless otherwise indicated, references in this report to our [removed: fully exchanged and diluted common stock outstanding, or to our] [added: outstanding] common stock [removed: outstanding] on a fully exchanged and diluted [removed: basis,] [added: basis] reflect (i) actual shares of common stock outstanding, (ii) shares of common stock into which KKR Group Partnership Units held by KKR Holdings are exchangeable pursuant to the terms of the exchange agreement described [added: elsewhere] in this report, (iii) shares of common stock into which all outstanding shares of Series C Mandatory Convertible Preferred Stock are [removed: convertible] [added: convertible,] and (iv) shares of common stock issuable pursuant to any equity awards actually granted from the Amended and Restated KKR & Co. Inc. 2010 Equity Incentive Plan (the "2010 Equity Incentive Plan") or the Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan (the "2019 Equity Incentive Plan" and, together with the 2010 Equity Incentive Plan, our "Equity Incentive [removed: Plans").][added: Plans"), including equity awards comprised of units in KKR Holdings II L.P. Our outstanding common stock on a fully exchanged and diluted basis does not include shares of common stock available for issuance pursuant to the Equity Incentive Plans for which equity awards have not yet been granted.]
The use of any defined term in this report to mean more than one [removed: entities, persons, securities] [added: entity, person, security] or other [removed: items] [added: item] collectively is solely for convenience of reference and in no way implies that such entities, persons, securities or other items are one indistinguishable group.
- conflicts of interest between our businesses and our [removed: funds;][added: clients;]
| 4.625% Subordinated Notes due 2061 of KKR Group Finance Co. IX LLC | | | KKRS | | | New York Stock Exchange | | |
| | | | [PART I](#i82942269e85547c6b206e864d0a7ce7e_346) | | | | | |
| Item 1. | | | [Business](#i82942269e85547c6b206e864d0a7ce7e_349) | | | [7](#i82942269e85547c6b206e864d0a7ce7e_349) | | |
| Item 2. | | | [Properties](#i82942269e85547c6b206e864d0a7ce7e_343) | | | [126](#i82942269e85547c6b206e864d0a7ce7e_343) | | |
| Item 3. | | | [Legal Proceedings](#i82942269e85547c6b206e864d0a7ce7e_280) | | | [126](#i82942269e85547c6b206e864d0a7ce7e_280) | | |
| | | | [PART II](#i82942269e85547c6b206e864d0a7ce7e_3209) | | | | | |
| Item 9C. | | | [D](#i82942269e85547c6b206e864d0a7ce7e_3521)[isclosure Regarding Forei](#i82942269e85547c6b206e864d0a7ce7e_3521)[gn Jurisdictions that Prevent Inspections](#i82942269e85547c6b206e864d0a7ce7e_3521) | | | [346](#i82942269e85547c6b206e864d0a7ce7e_3521) | | |
| | | | [PART III](#i82942269e85547c6b206e864d0a7ce7e_385) | | | | | |
| | | | [PART IV](#i82942269e85547c6b206e864d0a7ce7e_403) | | | | | |
| | | | | | | | | |
| [SIGNATURES](#i82942269e85547c6b206e864d0a7ce7e_298) | | | | | | [389](#i82942269e85547c6b206e864d0a7ce7e_298) | | |
CERTAIN TERMS USED IN THIS REPORT
Accordingly, the results of Global Atlantic included in our consolidated results of operations are from February 1, 2021 through December 31, 2021.
Global Atlantic conducts its insurance business through its subsidiaries that are regulated insurance companies.
References to our “senior principals” are to our senior employees who hold interests in the Series I preferred stockholder, including Mr. Henry Kravis and Mr. George Roberts (our "Co-Founders").
References to “non-employee operating consultants” for periods prior to January 1, 2020 refer to employees of KKR Capstone Americas LLC and its affiliates (“KKR Capstone”), which were then owned and controlled by their senior management and not subsidiaries or affiliates of KKR.
References to “KKR Group Partnership” for periods prior to January 1, 2020 refer to KKR Fund Holdings L.P., KKR Management Holdings L.P. and KKR International Holdings L.P., collectively, which were combined on that date to form KKR Group Partnership.
As of December 31, 2021, KKR Holdings owned, as a limited partner, 258,726,163 Group Partnership Units representing 30.2% of the then outstanding Group Partnership Units.
References to “principals” also includes our current employees who hold interests in KKR’s business through KKR Holdings II L.P. KKR Holdings II L.P. is a subsidiary of KKR & Co. Inc. but has an equity ownership in KKR Group Partnership similar to KKR Holdings.
As of December 31, 2021, KKR Holdings II L.P. owned, as a limited partner, less than 0.2% of the outstanding Group Partnership Units.
References to “carry pool participants” are to our current and former employees who hold interests in our “carry pool,” which refers to the carried interest generated by KKR’s business that is allocated to KKR Associates Holdings L.P. (“KKR Associates Holdings”), in which carry pool participants are limited partners.
Neither KKR Holdings nor KKR Associates Holdings is currently a subsidiary of KKR & Co. Inc.
On October 8, 2021, KKR entered into a Reorganization Agreement (the "Reorganization Agreement") with KKR Holdings, KKR Management, KKR Associates Holdings, and the other parties thereto.
Pursuant to the Reorganization Agreement, the parties agreed to undertake a series of integrated transactions to effect a number of transformative structural and governance changes, including (a) the acquisition by KKR of KKR Holdings and all of the KKR Group Partnership Units held by it, (b) the future elimination of voting control by KKR Management and the Series I preferred stock held by it, (c) the future establishment of voting rights for all common stock on a one vote per share basis, including with respect to the election of directors, and (d) the future control of the carry pool by KKR.
For more information about the Reorganization Agreement, see "Certain Relationships and Related Transactions, and Director Independence—Reorganization Agreement" in this report.
References to “strategic investor partnerships” refers to separately managed accounts with certain investors, which have investment periods longer than our traditional funds and typically provide for investments across different investment strategies.
References to “hedge fund partnerships” refers to strategic partnerships with third-party hedge fund managers in which KKR owns a minority stake.
Any KKR entity (including any Global Atlantic entity) referenced herein is responsible for its own financial, contractual and legal obligations.
- use of the term perpetual capital;
- sponsoring a special purpose acquisition company ("SPAC");
- our capital markets activities; and
- termination of our investment advisory arrangements; and
| 6.75% Series A Preferred Stock | | | KKR PR A | | | New York Stock Exchange | | |
| 6.50% Series B Preferred Stock | | | KKR PR B | | | New York Stock Exchange | | |
| | | | [PART I](#i2228ff102a4e4d6f8c7b176d42676f7c_3352) | | | | | |
| Item 1. | | | [Business](#i2228ff102a4e4d6f8c7b176d42676f7c_244) | | | [7](#i2228ff102a4e4d6f8c7b176d42676f7c_244) | | |
| Item 2. | | | [Properties](#i2228ff102a4e4d6f8c7b176d42676f7c_295) | | | [121](#i2228ff102a4e4d6f8c7b176d42676f7c_295) | | |
| Item 3. | | | [Legal Proceedings](#i2228ff102a4e4d6f8c7b176d42676f7c_220) | | | [121](#i2228ff102a4e4d6f8c7b176d42676f7c_220) | | |
| | | | [PART II](#i2228ff102a4e4d6f8c7b176d42676f7c_19) | | | | | |
| | | | [PART III](#i2228ff102a4e4d6f8c7b176d42676f7c_340) | | | | | |
| | | | [PART IV](#i2228ff102a4e4d6f8c7b176d42676f7c_358) | | | | | |
| [SIGNATURES](#i2228ff102a4e4d6f8c7b176d42676f7c_328) | | | | | | [290](#i2228ff102a4e4d6f8c7b176d42676f7c_328) | | |
On January 1, 2020, KKR completed an internal reorganization (the "Reorganization"), which was undertaken to, among other purposes, simplify KKR's internal structure.
In the Reorganization, (i) KKR Management Holdings L.P. and KKR International Holdings L.P., which were former intermediate holdings companies for KKR's business, were combined with another intermediate holding company, KKR Fund Holdings L.P., which changed its name to KKR Group Partnership L.P. ("KKR Group Partnership") 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 KKR International Holdings L.P. and KKR Management Holdings L.P. 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.
In connection with the 6.75% Series A Preferred Stock ("Series A Preferred Stock"), 6.50% Series B Preferred Stock ("Series B Preferred Stock") and 6.00% Series C Mandatory Convertible Preferred Stock ("Series C Mandatory Convertible Preferred Stock") of KKR & Co. Inc., KKR Group Partnership has series of preferred units issued and outstanding with economic terms designed to mirror those of the Series A Preferred Stock, Series B Preferred Stock and Series C Mandatory Convertible Preferred Stock, respectively.
On May 8, 2020, we amended and restated our certificate of incorporation and our bylaws (as amended and restated, our "certificate of incorporation" and our "bylaws," respectively) to, among other things, rename Class A common stock of KKR & Co. Inc. as common stock, and reclassify Class B common stock and Class C common stock of KKR & Co. Inc. into Series I preferred stock and Series II preferred stock, respectively (the "Reclassification").
KKR & Co. Inc. has one class of common stock authorized and outstanding.
Contemporaneously with the Reorganization, KKR acquired KKR Capstone Americas LLC and its affiliates ("KKR Capstone") on January 1, 2020.
References to "non-employee operating consultants" for periods prior to the acquisition mean
employees of KKR Capstone, who were not employees of KKR during such periods.
Prior to the acquisition, KKR Capstone was owned and controlled by its senior management and was not a subsidiary or affiliate of KKR.
KKR's historical financial results included in this report, including its audited consolidated financial statements as of and for the year ended December 31, 2020, do not reflect Global Atlantic's financial results and may not be indicative of KKR's financial results for future periods that will consolidate the results of Global Atlantic.
Our fully exchanged and diluted common stock outstanding does not include shares of common stock available for issuance pursuant to the Equity Incentive Plans for which equity awards have not yet been granted.
- underwriting, syndicating and securities placement activities; and
- ability of the Series I preferred stockholder to transfer its share of Series I preferred stock;
An excerpt. Shown here: 40 of 42 rewritten, all 32 added and all 23 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2021 filing and the FY2020 filing.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
18 rewritten, 8 added, 5 removed, 25 unchanged
The number of holders of record of our common stock as of February [removed: 15, 2021] [added: 24, 2022] was 24.
Under our current dividend policy for common stock that we announced on February 8, [removed: 2021,] [added: 2022,] we expect to pay our common stockholders an annualized dividend of [removed: $0.58] [added: $0.62] per share of common stock, equal to a quarterly dividend of [removed: $0.145] [added: $0.155] per share of common stock, beginning with the dividend to be declared with respect to the first quarter of [removed: 2021.][added: 2022.]
On February 8, [removed: 2021,] [added: 2022,] we declared a regular dividend of [removed: $0.135] [added: $0.145] per share of common stock under our prior dividend policy for the quarter ended December 31, [removed: 2020.][added: 2021.]
- First, [removed: the] KKR Group Partnership will make distributions to holders of KKR Group Partnership Units, which consists of our wholly-owned corporate subsidiary (which acts as the general partner of KKR Group Partnership), KKR Holdings (which is not a subsidiary of ours) and KKR Holdings II L.P. [removed: (which] [added: ("KKR Holdings II," which] is our subsidiary that provides for restricted holdings units under our 2019 Equity Incentive [removed: Plan, "KKR Holdings II"),] [added: Plan),] in proportion to their percentage interests in KKR Group Partnership;
- Second, our wholly-owned corporate subsidiary will distribute to us the amount of any distributions that it receives from [removed: the] KKR Group Partnership, after deducting any applicable taxes; and
- Third, we will distribute to holders of our common [removed: stock, Series A Preferred Stock, Series B Preferred Stock] [added: stock] and Series C Mandatory Convertible Preferred Stock the amount of dividends declared by our board of directors from the distributions that we receive from our wholly-owned corporate subsidiary.
The limited partnership agreement of [removed: the] KKR Group Partnership provides for cash distributions, which are referred to as "tax distributions," to the partners of the partnership if we determine that the taxable income of the partnership will give rise to taxable income for its partners, including KKR Holdings and KKR Holdings II.
[removed: The] KKR Group Partnership may make tax distributions in the future, from time to time, to provide distributions to pay for the U.S. or non-U.S. tax liabilities of the partners of KKR Holdings and KKR Holdings II.
The declaration and payment of any dividends to holders of our common [removed: stock, Series A Preferred Stock, Series B Preferred Stock] [added: stock] or Series C Mandatory Convertible Preferred Stock are subject to the discretion of our board of directors, which may change our dividend policy at any time or from time to time, and the terms of our certificate of incorporation.
When KKR & Co. Inc. receives distributions from the KKR Group Partnership (the intermediate holding company of the KKR business), KKR Holdings and KKR Holdings II receives their pro rata share of such distributions from [removed: the] KKR Group Partnership.
Common Stock Repurchases in the Fourth Quarter of [removed: 2020][added: 2021]
In addition to the repurchases of common stock described above, subsequent to May 3, 2018, the repurchase program [removed: will be] [added: has been] 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.
From October 27, 2015 through December 31, [removed: 2020,] [added: 2021,] KKR has paid approximately [removed: $407] [added: $573] 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 [removed: 19.2] [added: 22.5] million shares of common stock.
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 during the fourth quarter of [removed: 2020.][added: 2021.]
[removed: No] [added: During the fourth quarter of 2021, 1.8 million] shares of common stock were repurchased [removed: during the fourth quarter of 2020] and [removed: 1.1] [added: 1.0] million equity awards were [removed: retired during the fourth quarter of 2020.][added: retired.]
From inception of the repurchase program through December 31, [removed: 2020,] [added: 2021,] we have repurchased or retired a total of approximately [removed: 60.4] [added: 68.3] million shares of common stock under the program at an average price of approximately [removed: $19.29] [added: $23.45] per share.
| (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. [added: On December 27, 2021, KKR announced the increase to the total available amount under the repurchase program to $500 million.] | | | | | | | | | | | | | | | | | | | | | | | |
During the fourth quarter of [removed: 2020, 3,154,985] [added: 2021, 12,301,588] KKR Group Partnership Units were exchanged by KKR Holdings for an equal number of shares of our common stock.
On December 27, 2021, KKR announced an increase to the total available amount under its repurchase program to $500 million.
Prior to this increase, there was approximately $37 million remaining under the program.
As of February 24, 2022, there is approximately $163 million remaining under the program.
| Month #1 (October 1, 2021 to October 31, 2021) | | | — | | | | | | $ | — | | | | | 54,951,833 | | | | | | $ | 158,567 | |
| Month #2 (November 1, 2021 to November 30, 2021) | | | 591,467 | | | | | | $ | 77.62 | | | | | 55,543,300 | | | | | | $ | 112,654 | |
| Month #3 (December 1, 2021 to December 31, 2021) | | | 1,203,071 | | | | | | $ | 73.04 | | | | | 56,746,371 | | | | | | $ | 490,000 | |
| | | | 1,794,538 | | | | | | | | | | | | | | | | | | | | |
As of February 24, 2022, there are no pending elections to exchange any KKR Group Partnership Units held by KKR Holdings into shares of our common stock, although elections to make exchanges may be made after this date.
| Month #1 (October 1, 2020 to October 31, 2020) | | | — | | | | | | $ | — | | | | | 52,283,838 | | | | | | $ | 462,312 | |
| Month #2 (November 1, 2020 to November 30, 2020) | | | — | | | | | | $ | — | | | | | 52,283,838 | | | | | | $ | 462,312 | |
| Month #3 (December 1, 2020 to December 31, 2020) | | | — | | | | | | $ | — | | | | | 52,283,838 | | | | | | $ | 462,312 | |
| | | | — | | | | | | | | | | | | | | | | | | | | |
In February 2021, approximately 2.3 million KKR Group Partnership Units are expected to be exchanged by KKR Holdings into an equal number of shares of our common stock.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
864 rewritten, 2,925 added, 504 removed, 1,137 unchanged
| Report of Independent Registered Public Accounting Firm | | | [removed: [176](#i2228ff102a4e4d6f8c7b176d42676f7c_307)] [added: [211](#i82942269e85547c6b206e864d0a7ce7e_301)] | | |
| Consolidated Statements of Financial Condition as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: [178](#i2228ff102a4e4d6f8c7b176d42676f7c_25)] [added: [215](#i82942269e85547c6b206e864d0a7ce7e_25)] | | |
| Consolidated Statements of Operations for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [180](#i2228ff102a4e4d6f8c7b176d42676f7c_31)] [added: [219](#i82942269e85547c6b206e864d0a7ce7e_28)] | | |
| Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [181](#i2228ff102a4e4d6f8c7b176d42676f7c_34)] [added: [221](#i82942269e85547c6b206e864d0a7ce7e_31)] | | |
| Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [182](#i2228ff102a4e4d6f8c7b176d42676f7c_37)] [added: [222](#i82942269e85547c6b206e864d0a7ce7e_34)] | | |
| Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [186](#i2228ff102a4e4d6f8c7b176d42676f7c_43)] [added: [225](#i82942269e85547c6b206e864d0a7ce7e_37)] | | |
| Notes to Consolidated Financial Statements | | | [removed: [188](#i2228ff102a4e4d6f8c7b176d42676f7c_46)] [added: [228](#i82942269e85547c6b206e864d0a7ce7e_40)] | | |
We have audited the accompanying consolidated statement of financial condition of KKR & Co. Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").
We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.
Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal [removed: Control-Integrated] [added: Control — Integrated] Framework (2013)* issued by COSO.
[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter Description*]
The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]
Fair Value—Level III Investments—Refer to Notes 2, [removed: 4,] [added: 7,] and [removed: 5] [added: 9] to the financial statements
[removed: The Company] [added: KKR & Co. Inc. (“the Company”)] and the funds it sponsors and manages have [removed: investments] [added: Level III Investments] reported at fair value.
The fair values of certain investments are determined based on unobservable pricing [removed: inputs (“Level III Investments”).][added: inputs.]
These [added: Level III] investments have limited observable market activity and the inputs used in the determination of fair value require significant management judgment or estimation.
In addition, the Company recognizes carried interest from [removed: investment funds] [added: vehicles and accounts that are advised, sponsored or managed by one or more of its subsidiaries (“investment funds”)] based on cumulative fund performance to date.
We identified [removed: the] [added: certain] Level III Investments as a critical audit matter because of the unobservable pricing inputs management used to estimate fair value, and changes in the fair value of these investments directly impacts the amount of unrealized carried interest the Company accrues for the period as well as unrealized investment income recorded during the period.
- With the assistance of [added: our] fair value specialists, we evaluated management’s process for Level III [added: Investments] valuation, including their determination of the unobservable pricing inputs used to estimate fair value.
- We evaluated the Company’s historical ability to accurately estimate fair value of Level III Investments by comparing previous estimates of fair value to market [removed: transactions, subsequent to December 31, 2020, where appropriate.][added: transactions with third parties.]
[removed: February 19, 2021][added: | | | | | | | February 1, 2021 | | | | | |]
[added: | KKR & CO. INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)] (Amounts in Thousands, Except Share and Per Share Data) [added: | | | | | | | | | | | | | | | | | | | | | | | |]
| | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | |
| Cash and Cash Equivalents | | | [added: | | | | | | | | | | | | | | | | | |] $ | [removed: 5,363,009] [added: —] | | | | | $ | [removed: 2,346,713] [added: —] | | [added: | | | $ | — | |]
| Restricted Cash and Cash Equivalents | | | [added: | | | | | | | | | | | | | | | | | |] 485,583 | | | | | | 74,262 | | | [added: | | | 196,365 | | |]
| Investments | | | [removed: 69,274,715] [added: 88,775,514] | | | | | | [removed: 54,936,268] [added: 69,274,715] | | |
| Due from Affiliates | | | [removed: 872,994] [added: 1,224,283] | | | | | | [removed: 717,399] [added: 872,994] | | |
| Other Assets | | | [removed: 2,665,336] [added: 2,886,313] | | | | | | [removed: 2,008,236] [added: 2,665,336] | | |
| Total Assets | | | $ | [removed: 79,806,502] [added: 264,285,440] | | | | | $ | [removed: 60,899,319] [added: 79,806,502] | |
| Debt Obligations | | | $ | [removed: 33,423,596] [added: 36,669,755] | | | | | $ | [removed: 27,013,284] [added: 33,423,596] | |
| Due to Affiliates | | | [removed: 325,177] [added: 462,722] | | | | | | [removed: 286,098] [added: 325,177] | | |
| [removed: Accounts Payable,] Accrued Expenses and Other Liabilities | | | [removed: 5,257,813] [added: 7,896,897] | | | | | | [removed: 3,097,563] [added: 5,257,813] | | |
| Total Liabilities | | | [removed: 39,006,586] [added: 206,146,220] | | | | | | [removed: 30,396,945] [added: 39,006,586] | | |
| Commitments and Contingencies (See Note [removed: 16)] [added: 24)] | | | | | | | | | | | |
| Stockholders' Equity [removed: (1)] | | | | | | | | | | | |
| Series A [added: Preferred Stock, $0.01 par value. 0] and [added: 13,800,000 shares, issued and outstanding as of December 31, 2021 and December 31, 2020, respectively. Series] B Preferred Stock, $0.01 par value. [removed: 13,800,000] [added: 0] and 6,200,000 shares, [removed: respectively,] issued and outstanding as of December 31, [removed: 2020] [added: 2021] and [removed: 2019.] [added: December 31, 2020.] | | | [removed: 482,554] [added: $] | [added: —] | | | | | [removed: 482,554] [added: $] | [added: 482,554] | |
| Series C Mandatory Convertible Preferred Stock, $0.01 par value. 23,000,000 shares issued and outstanding as of December 31, [added: 2021 and December 31,] 2020. | | | 1,115,792 | | | | | | [removed: —] [added: 1,115,792] | | |
| Series I Preferred Stock, $0.01 par value. 1 share authorized, 1 share issued and outstanding as of December 31, [removed: 2020] [added: 2021] and [removed: 2019.] [added: December 31, 2020.] | | | — | | | | | | — | | |
| | | | | | |
Critical Audit Matters
Global Atlantic Acquisition - Identifiable Intangible Assets – Refer to Note 3 to the financial statements
On February 1, 2021, KKR completed the acquisition of The Global Atlantic Financial Group LLC (“Global Atlantic”) for approximately $4.7 billion.
The Global Atlantic acquisition was accounted for as a business combination under Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations.
The purchase price has
been allocated to Global Atlantic’s assets acquired and liabilities assumed based on estimates of their fair values as of February 1, 2021, including intangible assets for the value of business acquired (VOBA), for $1,025 million and additional policy liabilities for the negative VOBA of $1,273 million.
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 policy liabilities.
We identified the valuation of VOBA and negative VOBA as a critical audit matter because the fair value determination required management to apply significant judgment and make significant assumptions.
Principal assumptions used by management in their determination of VOBA and negative VOBA included discount rates, mortality, persistency, and policyholder behavior.
Performing audit procedures to evaluate the reasonableness of these estimates and appropriateness of assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial and fair value specialists.
*How the Critical Audit Matter Was Addressed in the Audit*
Our audit procedures related to the valuation of VOBA and negative VOBA acquired as part of the Global Atlantic acquisition included the following, among others:
- We involved more senior, more experienced audit team members to perform audit procedures.
- We tested the design, implementation, and operating effectiveness of controls over the determination of the assumptions, including controls over the underlying data used in the valuation of VOBA and negative VOBA.
- We assessed the knowledge, skill, ability, and objectivity of management’s actuarial specialists and evaluated the work performed.
- With the assistance of our actuarial and fair value specialists, we evaluated management’s process in determining the valuation of VOBA and negative VOBA, including the inputs and assumptions used to estimate fair value.
- With the assistance of our actuarial and fair value specialists, we evaluated the judgements applied by management in the determination of principal assumptions used in the valuation of VOBA and negative VOBA, specifically discount rate, mortality, persistency, and policyholder behavior.
Policy Liabilities — Valuation of Policy Liabilities Associated with Certain Annuity Products — Refer to Notes 2, 8, 9, and 17 to the financial statements
*Critical Audit Matter Description*
Global Atlantic’s products include fixed-indexed annuity and variable annuity products, which contain equity indexed features that are considered embedded derivatives and are required to be measured at fair value.
Management’s estimate of embedded derivative liabilities in policy liabilities was $2.0 billion as of December 31, 2021.
In addition, certain fixed-indexed annuity contracts and variable annuity contracts are issued with guaranteed minimum withdrawal benefits (“GMWBs”).
Management’s estimate of GMWB policy liabilities was $1.0 billion as of December 31, 2021.
Management has also elected the fair value option to measure the policy liabilities for certain variable annuity contracts and management’s estimate was $0.5 billion as of December 31, 2021.
Management applies significant judgment in selecting assumptions used to estimate the value of embedded derivative liabilities associated with annuity products, GMWB policy liabilities, and variable annuity policy liabilities measured at fair value.
Changes in market conditions or variations in certain assumptions could result in significant fluctuations in these estimates.
Principal assumptions include lapse, withdrawal, benefit utilization, mortality, option budgets, future index credits, equity
market return, interest rates, and nonperformance risk assumptions.
Furthermore, the valuation of variable annuity policy liabilities measured at fair value is also based on complex calculations.
We identified the valuation of embedded derivative liabilities associated with annuity products, GMWB policy liabilities, and variable annuity liabilities measured at fair value as a critical audit matter because of the inherent uncertainty in selecting assumptions.
In addition, we have determined management’s valuation of variable annuity policy liabilities measured at fair value is also a critical audit matter because of the complexity of the calculation.
Performing audit procedures to evaluate the judgments made and the reasonableness of assumptions and models used in the valuations required a high degree of auditor judgment and an increased extent of auditor effort.
The audit effort included the use of professionals with specialized skill and knowledge, including our valuation, modeling, and actuarial specialists, to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.
*How the Critical Audit Matter Was Addressed in the Audit*
Our audit procedures related to the valuation of embedded derivative liabilities associated with annuity products, GMWB policy liabilities, and the valuation of variable annuity policy liabilities measured at fair value included the following, among others:
- We involved more senior, more experienced audit team members to perform audit procedures.
KKR & CO. INC.
| Cash and Cash Equivalents Held at Consolidated Entities | | | 1,144,865 | | | | | | 816,441 | | |
See notes to financial statements.
| | | | December 31, 2019 | | | | | | | | | | | | | | |
| Cash and Cash Equivalents Held at Consolidated Entities | | | $ | 634,029 | | | | | $ | 112,122 | | | | | $ | 746,151 | |
| Investments | | | 14,948,237 | | | | | | 20,851,587 | | | | | | 35,799,824 | | |
| Other Assets | | | 100,221 | | | | | | 178,892 | | | | | | 279,113 | | |
| Total Assets | | | $ | 15,682,487 | | | | | $ | 21,187,128 | | | | | $ | 36,869,615 | |
| Debt Obligations | | | $ | 14,658,137 | | | | | $ | 2,481,937 | | | | | $ | 17,140,074 | |
| Accounts Payable, Accrued Expenses and Other Liabilities | | | 513,057 | | | | | | 109,575 | | | | | | 622,632 | | |
| Total Liabilities | | | $ | 15,171,194 | | | | | $ | 2,591,512 | | | | | $ | 17,762,706 | |
The statement below represents KKR & Co. Inc. as a partnership prior to the Conversion for the six months ended June 30, 2018:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | KKR & Co. L.P. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Common Units | | | Capital - Common Unitholders | | | Accumulated Other Comprehensive Income (Loss) | | | Total Capital - Common Units | | | Capital - Series A Preferred Units | | | Capital - Series B Preferred Units | | | | | | Noncontrolling Interests | | | | | | | | | | | | Total Equity | | | | | | Redeemable Noncontrolling Interests | | |
| Balance at January 1, 2018 | | | 486,174,736 | | | $ | 6,722,863 | | $ | (19,481) | | $ | 6,703,382 | | $ | 332,988 | | $ | 149,566 | | | | | $ | 12,866,324 | | | | | | | | | | | $ | 20,052,260 | | | | | $ | 610,540 | |
| Net Income (Loss) | | | | | | 850,483 | | | | | | 850,483 | | | 11,644 | | | 5,038 | | | | | | 1,294,467 | | | | | | | | | | | | 2,161,632 | | | | | | 7,658 | | |
| Changes in Consolidation | | | | | | | | | | | | — | | | | | | | | | | | | 370,307 | | | | | | | | | | | | 370,307 | | | | | | | | |
| Exchange of KKR Holdings L.P. Units and Other Securities to KKR & Co. L.P. Common Units | | | 32,722,098 | | | 507,470 | | | (1,998) | | | 505,472 | | | | | | | | | | | | (505,472) | | | | | | | | | | | | — | | | | | | | | |
| Unit Repurchases | | | (2,207,300) | | | (52,212) | | | | | | (52,212) | | | | | | | | | | | | | | | | | | | | | | | | (52,212) | | | | | | | | |
| Capital Contributions | | | | | | | | | | | | — | | | | | | | | | | | | 2,410,722 | | | | | | | | | | | | 2,410,722 | | | | | | 349,451 | | |
| Capital Distributions (1) | | | | | | (167,078) | | | | | | (167,078) | | | (11,644) | | | (5,038) | | | | | | (1,550,955) | | | | | | | | | | | | (1,734,715) | | | | | | (5,502) | | |
| Balance at June 30, 2018 | | | 524,341,874 | | | $ | 7,940,529 | | $ | (30,699) | | $ | 7,909,830 | | $ | 332,988 | | $ | 149,566 | | | | | $ | 14,932,659 | | | | | | | | | | | $ | 23,325,043 | | | | | $ | 962,147 | |
(1)$0.34 per common unit, $0.843750 per Series A preferred unit, and $0.812500 per Series B preferred unit.
The statement below represents KKR & Co. Inc. as a corporation subsequent to the Conversion for the six months ended December 31, 2018:
| | | | Six Months Ended December 31, 2018 | | | | | | | | |
| KKR & Co. L.P. Partners' Capital - Common Unitholders | | | | | | | | | | | |
| Beginning of Period | | | $ | 7,940,529 | | | | | 524,341,874 | | |
| Reclassifications resulting from the Conversion | | | (7,940,529) | | | | | | (524,341,874) | | |
| Preferred Units | | | | | | | | | | | |
| Reclassifications resulting from the Conversion | | | (482,554) | | | | | | (20,000,000) | | |
| Reclassifications resulting from the Conversion | | | 482,554 | | | | | | 20,000,000 | | |
| Reclassifications resulting from the Conversion | | | 5,243 | | | | | | 524,341,874 | | |
| End of Period | | | 5,349 | | | | | | 534,857,237 | | |
| Issuance of Series I Preferred Stock resulting from the Conversion | | | — | | | | | | 1 | | |
| Issuance of Series II Preferred Stock resulting from the Conversion | | | 3,041 | | | | | | 304,107,762 | | |
| End of Period | | | 2,991 | | | | | | 299,081,239 | | |
| Reclassifications resulting from the Conversion | | | 7,932,245 | | | | | | | | |
| Common Stock Issued in Connection with the Purchase of an Investment | | | 120,023 | | | | | | | | |
| Total Equity | | | $ | 24,259,968 | | | | | | | |
An excerpt. Shown here: 40 of 864 rewritten, 40 of 2,925 added and 40 of 504 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2021 filing and the FY2020 filing.
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 0 added, 0 removed, 13 unchanged
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 December 31, [removed: 2020.][added: 2021.]
Based upon that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that, as of December 31, [removed: 2020,] [added: 2021,] our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]
Based on its assessment, our management has concluded that, as of December 31, [removed: 2020,] [added: 2021,] our internal control over financial reporting is effective.
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 fourth quarter of [removed: 2020] [added: 2021] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
0 rewritten, 0 added, 1 removed, 1 unchanged
PART III
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 2 added, 0 removed, 0 unchanged
New section this year
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
73 rewritten, 73 added, 13 removed, 103 unchanged
| Henry R. Kravis | | | [removed: 77] [added: 78] | | | | | | [removed: Co-Chief Executive Officer, Co-Chairman] [added: Co-Executive Chairman] and Director | | |
| George R. Roberts | | | [removed: 77] [added: 78] | | | | | | [removed: Co-Chief Executive Officer, Co-Chairman] [added: Co-Executive Chairman] and Director | | |
| Joseph Y. Bae | | | [removed: 49] [added: 50] | | | | | | [removed: Co-President,] Co-Chief [removed: Operating] [added: Executive] Officer and Director | | |
| Scott C. Nuttall | | | [removed: 48] [added: 49] | | | | | | [removed: Co-President,] Co-Chief [removed: Operating] [added: Executive] Officer and Director | | |
| Mary N. Dillon | | | [removed: 59] [added: 60] | | | | | | Director | | |
| Joseph A. Grundfest | | | [removed: 69] [added: 70] | | | | | | Director | | |
| John B. Hess | | | [removed: 66] [added: 67] | | | | | | Director | | |
| Xavier B. Niel | | | [removed: 53] [added: 54] | | | | | | Director | | |
| Patricia F. Russo | | | [removed: 68] [added: 69] | | | | | | Director | | |
| Thomas M. Schoewe | | | [removed: 68] [added: 69] | | | | | | Director | | |
| Robert W. Scully | | | [removed: 71] [added: 72] | | | | | | Director | | |
| Robert H. Lewin | | | [removed: 41] [added: 42] | | | | | | Chief Financial Officer | | |
| David J. Sorkin | | | [removed: 61] [added: 62] | | | | | | General Counsel and Secretary | | |
Kravis co-founded KKR in 1976 and [removed: is] [added: serves as] our [removed: Co-Chairman and Co-Chief Executive Officer.][added: Co-Executive Chairman.]
He also serves as a director, chairman emeritus, or trustee of several cultural, professional, and educational institutions, including The Business Council (former chairman), Claremont McKenna College, Columbia Business School (co-chairman), Mount Sinai Hospital, the Partnership for New York City (former chairman), the Partnership Fund for New York City (founder), Rockefeller University (vice chairman), Sponsors for Educational Opportunity [removed: (chairman)] [added: (chairman),] and the Tsinghua School of Economics and Management in China.
He earned a B.A. from Claremont McKenna College in 1967 and an M.B.A. from [added: the] Columbia Business School in 1969.
As our [removed: co-founder] [added: Co-Founder, Co-Executive Chairman] and [added: former] Co-Chief Executive Officer, Mr. Kravis has an intimate knowledge of KKR's business, which allows him to provide insight into various aspects of our business and is of significant value to the board of directors.
Roberts co-founded KKR in 1976 and [removed: is] [added: serves as] our [removed: Co-Chairman and Co-Chief Executive Officer.][added: Co-Executive Chairman.]
Mr. Roberts [removed: serves] [added: has served] as a director or trustee of several cultural and educational institutions, including Claremont McKenna College.
As our [removed: co-founder] [added: Co-Founder, Co-Executive Chairman] and [added: former] Co-Chief Executive Officer, Mr. Roberts has an intimate knowledge of KKR's business, which allows him to provide insight into various aspects of our business and is of significant value to the board of directors.
Bae joined KKR in 1996 and is our [removed: Co-President and] Co-Chief [removed: Operating] [added: Executive] Officer.
[removed: Mr. Bae] [added: Grundfest] has been a member of [removed: the board] [added: our Board] of [removed: directors] [added: Directors] since July [removed: 16, 2017.][added: 2010.]
[removed: Mr. Bae serves on the boards of] [added: He is active in] a number of [removed: corporate,] non-profit educational and cultural [removed: institutions] [added: institutions,] including [removed: as a trustee for Phillips Andover Academy] [added: co-founding] and [added: serving on] the [added: board of The Asian American Foundation, a member of Harvard University’s] Global Advisory Council [removed: at Harvard University,] and [removed: is] [added: as] a board member of the Lincoln [removed: Center and EXOR.][added: Center.]
[removed: Mr. Bae's intimate knowledge of KKR's business and operations and his] experience in a variety of senior leadership roles within KKR provide significant value to the [removed: board] [added: Board] of [removed: directors.][added: Directors.]
Nuttall joined KKR in 1996 and is our [removed: Co-President and] Co-Chief [removed: Operating] [added: Executive] Officer.
[removed: Mr. Nuttall] [added: Hess] has been a member of [removed: the board] [added: our Board] of [removed: directors] [added: Directors] since July [removed: 16, 2017.][added: 2011.]
Mr. Nuttall [removed: also] serves on [removed: KKR's balance sheet committee] [added: KKR’s Balance Sheet Committee] and the [removed: firm's] [added: firm’s] Inclusion and Diversity Council.
He [added: is currently a member of the board of directors of Fiserv, Inc. Nuttall] has served on the [removed: board] [added: boards] of various non-profit institutions with a particular focus on education, most recently as [removed: co-chairman] [added: Co-Chairman] of Teach for America [removed: -] [added: –] New York.
Dillon has been a member of [removed: the board] [added: our Board] of [removed: directors] [added: Directors] since September [removed: 6,] 2018.
Ms. Dillon [removed: has served as Chief] [added: is the] Executive [removed: Officer and a member] [added: Chair] of the board of directors of Ulta Beauty, Inc., a beauty products retailer, since [removed: July] [added: June 2021 and has served as a member of its board of directors since] 2013.
[removed: Prior] [added: From 2013] to [removed: joining] [added: June 2021, she was the Chief Executive Officer of] Ulta Beauty, [added: and before then] she served as President and Chief Executive Officer and member of the board of directors of United States Cellular Corporation, a provider of wireless telecommunication services, [removed: beginning in June 2010.][added: from 2010 to 2013.]
Ms. Dillon provides [removed: the board] [added: our Board] with valuable knowledge and insights she gained through her various senior management and leadership roles, including as the chief executive officer of a publicly traded company.
In addition, with over 30 years of experience in consumer-driven businesses, [removed: Mr.] [added: Ms.] Dillon brings to [removed: the] [added: our] Board her extensive operational and marketing expertise in the retail industry.
[removed: Grundfest] [added: Scully] has been a member of [removed: the board] [added: our Board] of [removed: directors] [added: Directors] since July [removed: 15,] 2010.
He is also senior faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University; co-director of [removed: Directors'] [added: Directors’] College, a venue for the continuing professional education of directors of publicly traded corporations; and co-founder of Financial Engines, Inc., a provider of services and advice to participants in employer-sponsored retirement plans, where he [removed: has] served as a director since its inception in 1996 [removed: until] [added: through] 2018.
Mr. Grundfest's knowledge and expertise in capital markets, corporate governance, and securities laws provides [added: to our Board] significant value to the oversight and development of our business.
[removed: Hess] [added: Russo] has been a member of [removed: the board] [added: our Board] of [removed: directors] [added: Directors] since [removed: July 28,] [added: April] 2011.
Mr. Hess provides significant value to the oversight and development of our business through his management and leadership roles at a global energy business, and his involvement with major businesses and public policy organizations also provides valuable perspectives for our [removed: business.][added: Board.]
Niel has been a member of [removed: the board] [added: our Board] of [removed: directors] [added: Directors] since March [removed: 1,] 2018.
Mr. Niel is the [removed: founder, deputy chairman] [added: Founder and Chairman] of the board [removed: and chief strategy officer] of Iliad SA, a French telecommunications company that owns the internet provider Free and the low-cost mobile operator Free Mobile.
| Adriane M. Brown | | | 63 | | | | | | Director | | |
| Matthew R. Cohler | | | 44 | | | | | | Director | | |
| Arturo Gutiérrez Hernández | | | 55 | | | | | | Director | | |
| Dane E. Holmes | | | 51 | | | | | | Director | | |
| Evan T. Spiegel | | | 31 | | | | | | Director | | |
| Ryan D. Stork | | | 50 | | | | | | Chief Operating Officer | | |
Prior to his current position, he was our Co-Chief Executive Officer until October 2021.
Prior to his current position, he was Co-Chief Executive Officer until October 2021.
Prior to his current position, he served as Co-President and Co-Chief Operating Officer from 2017 to 2021, and he has been a member of our Board of Directors since July 2017.
Mr. Bae has held numerous leadership roles at KKR.
He was the architect of KKR’s expansion in Asia, building one of the largest and most successful platforms in the market.
In addition to his role developing KKR’s Asia-Pacific platform, he has presided over business building in the firm’s private markets businesses, which included leading or serving on all of the investment committees and implementing the firm’s modern thematic investment approach.
Mr. Bae serves on the firm’s Inclusion and Diversity Council.
Mr. Bae’s intimate knowledge of KKR’s business and operations and his
Prior to his current position he served as Co-President and Co-Chief Operating Officer from 2017 to 2021, and he has been a member of our Board of Directors since July 2017.
Mr. Nuttall has had numerous leadership roles at KKR.
He was the architect of the firm’s major strategic development initiatives, including leading KKR’s public listing, developing the firm’s balance sheet strategy, overseeing the development of KKR’s Public Markets businesses in the credit and hedge fund space as well as the creation of the firm’s capital markets, capital raising and insurance businesses.
Adriane M.
Ms. Brown joined Flying Fish Ventures, as a Venture Partner in November 2018 and became a Managing Partner of the venture capital firm in February 2021.
Prior to that, Ms. Brown served as President and Chief Operating Officer for Intellectual Ventures, an invention and investment company, from January 2010 through July 2017, and served as a Senior Advisor until December 2018.
Before joining Intellectual Ventures, Ms. Brown served as President and Chief Executive Officer of Honeywell Transportation Systems.
Over the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets globally.
Prior to Honeywell, Ms. Brown spent 19 years at Corning, Inc., ultimately serving as Vice President and General Manager, Environmental Products Division, having started her career there as a shift supervisor.
Ms. Brown serves on the boards of directors of American Airlines Group Inc., Axon Enterprise, Inc., e-Bay Inc., Washington Research Foundation, and the Pacific Science Center.
Ms. Brown previously served on the boards of directors of Allergan Plc and Raytheon Company until 2020.
Ms. Brown holds a Doctorate of Humane Letters and a bachelor’s degree in environmental health from Old Dominion University, and is a winner of its Distinguished Alumni Award.
She also holds a master’s degree in management from the Massachusetts Institute of Technology where she was a Sloan Fellow.
Ms. Brown’s leadership in technology businesses and industrial companies as well as her investment and financial experience bring important expertise to the oversight and development of our business.
Matthew R.
Cohler has been a member of our Board of Directors since December 2021.
He is a former General Partner at the venture capital firm Benchmark, where for over a decade he led early-stage investments in Internet and software startup businesses.
He currently serves as a director and nominating and governance committee member at Asana, as a director and audit committee member at 1stDibs and as a director at several privately held companies.
Previously he served as a director, audit committee member and nominating and governance committee member at Domo, as a director and audit committee member at Uber and as a director at privately held companies including Duo Security, Instagram and Tinder.
Prior to Benchmark, Matt was Vice President at Facebook, where he was the company’s seventh employee, and Vice President at LinkedIn, where he was part of the company’s founding team.
He serves on the board of trustees at Environmental Defense Fund (Vice Chair), on the board of governors at the San Francisco Symphony (Vice President) and on the investment committee at the Chan Zuckerberg Initiative and at the Yale Investments Office.
He holds a B.A. from Yale University, cum laude and with distinction in the study of music.
Mr. Cohler’s knowledge and experience as a venture capitalist and director of multiple leading companies in the technology industry bring to our Board important insight and perspectives to our business and future development.
Arturo Gutiérrez Hernández has been a member of our Board of Directors since March 2021.
Mr. Gutiérrez has served as the Chief Executive Officer of Arca Continental, one of the largest Coca-Cola bottlers in the world, since January 2019.
Mr. Gutiérrez held several executive positions in the company from 2001 to 2018, including Deputy Chief Executive Officer, Chief Operating Officer, Head of the Mexico Beverages Division, Executive Vice President of Human Resources, Director of Corporate Planning and General Counsel.
Prior to July 2017, when he was promoted to his current position, he was the managing partner of KKR Asia and the global head of KKR's Infrastructure and Energy Real Asset businesses.
He is the chairman of KKR's Asia and Americas Private Equity Investment Committees and serves on KKR's European Private Equity, Growth Equity, Energy, Global and Asia Pacific Infrastructure, Real Estate and Special Situations Investment Committees.
He is also a member of KKR's Inclusion and Diversity Council.
Prior to KKR, Mr. Bae worked for Goldman Sachs & Co. in its principal investment area, where he was involved in a broad range of merchant banking transactions.
He holds a B.A., magna cum laude, from Harvard College.
Prior to July 2017, when he was promoted to his current position, he was the head of KKR's global capital and asset management group, where he was responsible for overseeing KKR's Public Markets and distribution businesses, which include credit, capital markets, hedge funds and its Client and Partner Group.
He is currently a member of the board of directors of Fiserv, Inc. Prior to joining KKR, he was with the Blackstone Group where he was involved in numerous merchant banking and merger and acquisition transactions.
He received a B.S., summa cum laude, from the University of Pennsylvania.
from Alcoa Inc., where Ms. Russo served as a director from 2008 to November 2016.
He also serves on the board of the LPGA.
majority of directors who are independent under NYSE rules.
Any matters approved by the conflicts committee will be conclusively deemed to be fair and reasonable to us and not a breach of any duties that may be owed to our stockholders.
board and corporate governance matters.
An excerpt. Shown here: 40 of 73 rewritten, 40 of 73 added and all 13 removed. The counts are complete. For every sentence, read Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE in the FY2021 filing and the FY2020 filing.
Item 11. EXECUTIVE COMPENSATION
131 rewritten, 170 added, 75 removed, 163 unchanged
[removed: Our] [added: In general, our] compensation program [added: for our employees] has three primary objectives: (1) to attract, motivate and retain [removed: our employees,] [added: them,] (2) to align their interests with those of our stockholders and [removed: fund investors] [added: other stakeholders] and (3) to reinforce our culture and values.
Among other things, we depend on their ability, where applicable, to find, select and execute investments, manage and improve portfolio company operations, find and develop relationships with fund investors and other sources of capital, find, select and execute capital markets opportunities, and [removed: provide other services,] [added: operate our various businesses,] and we cannot compete effectively without their continued employment with us.
Alignment of interests. Management equity ownership in the businesses in which we invest has been a guiding principle throughout our firm's history, and we apply that principle to ourselves: every [added: senior] employee of the firm is expected to have an equity interest in KKR.
This equity ownership serves to align the interests of our [removed: employees] [added: senior employees, including our named executive officers,] with those of our stockholders.
In addition, because we invest in and alongside our investment funds and have a carry pool from which we can allocate to our [added: senior] employees 40%, 43% or 65%, as applicable, of the carried interest that we generate through our business, we believe that our [added: senior] employees' interests are also aligned with those of our investors in the funds, vehicles and accounts that we manage, which in turn benefits our stockholders.
Culture and values. One of our most important values [added: for our senior employees] is our "one firm" approach with shared responsibility and success, and we also subscribe to a culture of meritocracy and fairness.
Therefore, compensation [added: for our senior employees] is based on the performance of the firm as a whole as well as on an individual's contributions to the firm.
For example, we [added: generally] do not compensate [removed: people] [added: our senior employees] based merely on an individual's accomplishments in relation to the profits and losses of his or her business unit.
We refer to our two [removed: Co-Chief Executive Officers] [added: Co-Executive Chairmen] (Henry Kravis and George Roberts), our two [removed: Co-Presidents/Co-Chief Operating] [added: Co-Chief Executive] Officers (Joseph Bae and Scott Nuttall), our Chief Financial Officer (Robert Lewin) and our General Counsel [added: and Secretary] (David Sorkin) as our "named executive [removed: officers." We believe that the elements of compensation discussed below] [added: officers"] for [removed: our named executive officers serve these primary objectives.][added: the year ended December 31, 2021.]
[removed: To the extent] that [removed: such distributions are made on KKR Group Partnership Units underlying any KKR Holdings units that] have not satisfied all vesting requirements at the time distributions are declared on the underlying KKR Group Partnership Units, such distributions may be allocated or otherwise applied in such amounts and in such manner as [removed: our Co-Chief Executive Officers, acting through the general partner of KKR Holdings, may determine.][added: Messrs.]
As of February [removed: 17, 2021,] [added: 24, 2022,] approximately [removed: 3.3] [added: 1.1] million KKR Holdings units remain [removed: unallocated.][added: unallocated, which as discussed below, Messrs.]
In [removed: 2020,] [added: 2021,] our named executive officers received distributions from KKR Holdings, including distributions relating to tax liabilities, as well as dividends on shares of common stock they own, and because these distributions and dividends are not considered to be compensation, they have not been reported in the Summary Compensation Table.
For [removed: 2020,] [added: 2021,] Messrs.
Kravis, Roberts, [removed: Bae] [added: Bae, Nuttall, Lewin] and [removed: Nuttall] [added: Sorkin] were each paid an annual salary of [removed: $75,000 and Messrs.][added: $300,000.]
Our [removed: Co-Chief Executive Officers] [added: Co-Executive Chairmen] determined that $300,000 is a sufficient minimum base salary for our named executive officers.
Our [removed: Co-Chief Executive Officers and our Co-Presidents/Co-Chief Operating Officers] [added: Co-Executive Chairmen] did not receive any year-end [added: cash] bonus compensation in [removed: 2020.][added: 2021.]
In [removed: 2020,] [added: 2021,] our Chief Financial Officer and [removed: our] General Counsel were awarded [removed: additional] year-end cash compensation as bonus payments that were determined by our Co-Chief Executive Officers.
Our [added: Co-Executive Chairmen and] Co-Chief Executive Officers made their subjective determinations by assessing our overall performance and the contributions that [removed: our Chief Financial Officer and General Counsel] [added: the named executive officer] made to our development and success, as a firm, during the year.
Certain factors that were considered when determining the size of their bonus payments include (i) their respective contributions and accomplishments in [removed: 2020] [added: 2021] in terms of driving commercial results for the firm, leading and managing people, and living the firm's values; (ii) their respective performance and contributions relative to other senior employees at the firm; (iii) their respective performance and contributions in [removed: 2020] [added: 2021] as compared to the prior year; and (iv) the overall financial performance of the firm in [removed: 2020] [added: 2021] as compared to the prior year based on certain financial measures considered by management, including but [removed: not limited to after-tax distributable earnings.]
[removed: More specifically, in] [added: In] assessing Mr. Lewin's contributions, our Co-Chief Executive Officers considered his service as the Chief Financial Officer and his leadership and oversight of our finance, tax and accounting functions and related operations and his role with respect to strategic initiatives undertaken by the firm.
Despite the [removed: challenging economic environment in 2020,] [added: ongoing pandemic,] the firm experienced [removed: a] strong [added: financial] performance in [removed: 2020,] [added: 2021,] with [removed: revenues up modestly and other financial metrics, including after-tax distributable] [added: fee related] earnings, [added: after-tax] distributable [removed: operating] earnings and book value [removed: per adjusted share, all higher than] [added: up significantly over] the prior year.
Based on the firm's positive [removed: 2020] [added: 2021] results and the individual contributions described above, our [removed: Co-Chief Executive Officers] [added: Co-Executive Chairmen] determined the aggregate size of the bonus payments to Messrs.
In making these determinations, our [added: Co-Executive Chairmen and] Co-Chief Executive Officers [removed: also consulted with certain of our senior employees and] considered the [removed: recommendations by our Co-Presidents/Co-Chief Operating Officers.][added: feedback from other employees.]
We believe that the discretion permitted to our [added: Co-Executive Chairmen and] Co-Chief Executive Officers permits them to award bonus compensation in an amount they determine to be necessary to motivate and retain these named executive officers.
The cash bonus amounts paid to our [added: Co-Chief Executive Officers,] Chief Financial Officer and [removed: our] General Counsel for [removed: 2020] [added: 2021] are reflected in the Bonus column of the [removed: 2020] [added: 2021] Summary Compensation Table below.
In lieu of receiving an annual grant of equity awards for [removed: 2020] [added: 2021] year-end compensation, certain named executive officers received long-term incentive equity [removed: awards instead.][added: awards, as well as certain grants in early 2021.]
See "—Incentive Awards" for a description of [removed: their] incentive equity [removed: awards.][added: awards granted in 2021.]
[removed: An annual] [added: Except as explained below for our Co-Chief Executive Officers for the next five years, a] grant of equity awards [removed: for] [added: in connection with] year-end compensation could be made to our named executive officers [removed: in future periods.][added: after the date of this Annual Report.]
[removed: In] [added: On] February [added: 18,] 2021, [removed: some] [added: certain] of our named executive officers received grants of restricted holdings units subject to market price vesting requirements.
The number of restricted holdings units granted to our named executive officers was determined by our [removed: Co-Chief Executive Officers.][added: Co-Executive Chairmen.]
Equity awards to the named executive officers were determined considering their existing relative levels of KKR equity [removed: ownership.][added: ownership at such time.]
Tranches of these restricted holdings units become eligible to vest upon the average closing price of KKR common stock during 20 consecutive trading days meeting or exceeding certain specified stock price targets between $45.00 and $70.00 per [removed: share.][added: share, all of which have been achieved as of December 31, 2021.]
[removed: Restricted] [added: These restricted] holdings units [removed: that satisfy the target stock price requirement] will vest on May 1, 2026 if the named executive officer continues to serve as an employee until that date, subject to certain exceptions.
Due to [removed: their] [added: our Co-Executive Chairmen's] unique status as [removed: co-founders] [added: Co-Founders] of our firm, our [removed: Co-Chief Executive Officers] [added: Co-Founders] determine their own allocation from the carry pool.
To make [removed: this] [added: the] total dollar value determination for the other named executive officers, our [removed: Co-Chief Executive Officers] [added: Co-Founders] take into consideration the executive officer's involvement with investments and impact on the portfolio, the size of the executive officer's bonus as well as the recommendations by our [removed: Co-Presidents/Co-Chief Operating] [added: Co-Chief Executive] Officers and other factors similar to those considered when determining the size of the bonus, as described under "—Year-End Bonus Compensation." However, the total dollar value available to be allocated to the named executive officers and other employees is limited by the total amount of investments made by our investment funds during the fiscal year, and executive officers and other employees may not be allocated any dollar value of carry in any given year.
This percentage [removed: was] [added: is] then applied consistently to each investment made during the year.
Because the size of each investment [removed: was] [added: is] different, the nominal amount of the carry pool allocation [removed: differed] [added: may differ] by investment, although the percentage applied to each investment [removed: was] [added: is] consistent.
The carried interest allocated to the carry pool is maintained and administered by KKR Associates [removed: Holdings L.P.,] [added: Holdings,] which, similar to KKR Holdings, is not [added: currently] a subsidiary of ours.
Allocations of carried interest, including any reserved carried interest, are determined by our [removed: Co-Chief Executive Officers] [added: Co-Founders] acting through the general partner of KKR Associates [removed: Holdings L.P.][added: Holdings.]
Carried interest, if any, from the carry pool in respect of any particular investment or fund is only paid in cash 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 [added: 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.]
Moreover, senior Global Atlantic employees have equity interests based on the long term performance of Global Atlantic, which we believe aligns their interests with those of its various stakeholders.
We believe that the elements of compensation discussed below for our named executive officers serve these primary objectives.
To the extent that such distributions are made on KKR Group Partnership Units underlying any KKR Holdings units
Kravis and Roberts, acting through the general partner of KKR Holdings, may determine.
Kravis and Roberts are authorized to allocate to themselves or others.
As part of the transactions contemplated by the Reorganization Agreement, 500,000 outstanding KKR Holdings units held by each of Messrs.
Kravis and Roberts and 1,455,000 outstanding KKR Holdings units held by each of Messrs.
Bae and Nuttall, each of which had previously been scheduled to vest on October 1, 2022, will be accelerated to vest immediately prior to the closing of the mergers contemplated by the Reorganization Agreement, and such KKR Holdings units will become vested and receive their allocable share of the common stock contemplated to be issued pursuant to the Reorganization Agreement.
The customary one- and two-year transfer restrictions applicable to such KKR Holdings units will continue to apply to the shares to be received in exchange therefor pursuant to the Reorganization Agreement until October 1, 2023 and October 1, 2024.
Kravis and Roberts are already considered fully vested given their age and years of service at KKR.
In the case of Messrs.
Bae and Nuttall only, in exchange for the accelerated vesting, each of their 1,455,000 KKR Holdings units (or shares of common stock to be received in respect thereof) will be subject to forfeiture if such executive is not employed by KKR on October 1, 2022 (except in the case of death or permanent disability).
In addition, KKR Holdings allocated 1,150,000 KKR Holdings units to each of Messrs.
Bae and Nuttall, of which 30% will be subject to forfeiture if such executive is not employed by KKR on October 1, 2022 (except in the case of death or permanent disability).
The number of KKR units allocated to Messrs.
Bae and Nuttall was determined by Messrs.
Kravis and Roberts, and the allocations were made as part of the transactions contemplated by the Reorganization Agreement, which were approved by our board of directors following the recommendation of the conflicts committee.
These KKR Holdings units (or shares of common stock to be received in respect thereof) are subject to customary one- and two-year transfer restrictions that will apply, as applicable, until October 1, 2023 and October 1, 2024.
Messrs.
Kravis and Roberts are authorized to allocate the balance of any outstanding and unallocated KKR Holdings units, in their sole discretion, to themselves or others, on such terms as they determine, prior to the closing of the mergers contemplated by the Reorganization Agreement.
All of these KKR Holdings units represent KKR Group Partnership units that are already outstanding, and therefore their vesting and allocations as described above do not represent any incremental dilution to KKR.
They have decided at this time not to receive any year-end cash bonus compensation, which permits our firm to make greater year-end cash bonus payments to our other employees in order to motivate and retain them for the benefit of the firm.
See "—Other Compensation" below for certain incidental benefits provided to them by the firm.
In 2021, our Co-Chief Executive Officers were awarded year-end cash compensation as bonus payments that were determined by our Co- Executive Chairmen.
not limited to after-tax distributable earnings.
More specifically, in assessing the contributions by Messrs.
Bae and Nuttall, our Co-Executive Chairmen considered their services as Co-Presidents/Co-Chief Operating Officers and Co-Chief Executive Officers during 2021 and their day-to-day management of the firm's business as well as their joint leadership of the firm.
Bae and Nuttall, and our Co-Chief Executive Officers determined the aggregate size of the bonus payments to Messrs.
Restricted holdings units are equity awards issued under our 2019 Equity Incentive Plan and provide the recipient with the right to exchange them on a one-for-one basis for our common stock after vesting and subject to satisfying certain other conditions.
On December 9, 2021, our board of directors approved grants of 7.5 million restricted holdings units to each of our then newly promoted Co-Chief Executive Officers, Messrs.
Bae and Nuttall (the “CEO Awards”).
These CEO Awards are intended to incentivize the Co-Chief Executive Officers to help drive stock price performance in a manner that is aligned with stockholder interests.
KKR currently intends that no additional equity incentive awards will be granted to Messrs.
Bae and Nuttall during the five years following the date of grant.
The CEO Awards have a market price vesting condition that would be met when the average closing price of KKR common stock during 20 consecutive trading days meets or exceeds certain stock price targets.
For both recipients, 20% of their awards are eligible to vest at each of the following KKR common stock prices: $95.80, $105.80, $115.80, $125.80 and $135.80.
These stock price targets represent a premium of 26%, 40%, 53%, 66% and 79%, respectively, relative to the KKR common stock’s closing price of $75.76 on December 9, 2021.
In addition to the market price vesting condition, the CEO Awards have a cliff service vesting condition, which requires the Co-Chief Executive Officer to be employed by KKR on December 31, 2026 (with exceptions for involuntary termination without cause, death and permanent disability).
The CEO Awards will be automatically forfeited upon the earlier of the Co-Chief Executive Officer’s termination of service (except for involuntary
termination without cause, death or permanent disability) or the failure to meet the market price vesting condition by December 31, 2028 (for which continued service is required if the market price vesting condition is met after December 31, 2026).
See "—Compensation Elements—Year-End
Bonus Compensation" for a description of these grants.
Lewin and Sorkin were each paid an annual salary of $300,000.
The amounts of annual salary paid to Messrs.
Kravis, Roberts, Bae and Nuttall were lower than their customary base salary of $300,000 in 2020, because they have voluntarily agreed to forego most of their base salary after the first quarter following the spread of COVID-19 in the United States.
We are responsible for funding this base salary.
They voluntarily agreed to forego their year-end bonus compensation in 2020 in light of the COVID-19 pandemic in order to assist the funding of KKR's COVID-19 relief fund.
See "—Market Condition Awards" and "—Other Compensation" below for descriptions of restricted holdings units granted to certain named executive officers not as part of our annual compensation program and certain incidental benefits provided by the firm.
These grants were also made to other senior employees of the firm.
Any of these restricted holdings units that do not satisfy the stock price targets by the close of business on May 1, 2026 will be automatically forfeited.
Because these grants were made after December 31, 2020, they do not appear in the tables below, but will appear in the tables for the year ended December 31, 2021.
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.
In addition, we also pay for certain tax preparation fees for our named executive officers and, starting in 2019, for financial planning services for certain of our named executive officers.
2020 Summary Compensation Table
| | | | | | | | | | 2018 | | | | | | 300,000 | | | | | | — | | | | | | — | | | | | | 56,217,088 | | | | | | 56,517,088 | | |
| | | | | | | | | | 2018 | | | | | | 300,000 | | | | | | — | | | | | | — | | | | | | 56,233,435 | | | | | | 56,533,435 | | |
| | | | | | | | | | 2018 | | | | | | 300,000 | | | | | | 9,000,000 | | | | | | 5,872,442 | | | | | | 21,168,222 | | | | | | 36,340,664 | | |
| | | | | | | | | | 2018 | | | | | | 300,000 | | | | | | 9,000,000 | | | | | | 5,872,442 | | | | | | 21,491,798 | | | | | | 36,664,240 | | |
| Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | 2018 | | | | | | 300,000 | | | | | | 2,950,000 | | | | | | 1,257,647 | | | | | | 4,607,770 | | | | | | 9,115,417 | | |
As of February 17, 2021, 262,125,530 outstanding KKR Holdings units have vested, constituting 95% of the KKR Holdings units outstanding.
See "—KKR Holdings."
The units whose allocation has not been communicated are subject to performance-based vesting conditions, which include: (i) whether the principal is in good standing and has adhered to our policies and rules; (ii) performance of assigned tasks and duties in an effective, efficient and diligent manner; (iii) contribution and commitment to the growth, development and profitability of KKR and our business; (iv) contribution and commitment to our management and general administration; (v) contribution and commitment to the culture, business principles, reputation and morale of KKR as a whole and the team or teams to which the principal has been assigned; and (vi) contribution and commitment to our recruiting, business development, public image and marketing efforts and the professional development of our personnel.
These criteria are not sufficiently specific to constitute performance conditions for accounting purposes, and the achievement, or lack thereof, will be determined based upon the exercise of judgment by the general partner of KKR Holdings.
Each principal will ultimately receive between
zero and 100% of the units initially allocated.
The allocation of these units has not yet been communicated to the award recipients as this was management's decision on how to best incentivize its principals.
It is anticipated that additional service‑based vesting conditions will be imposed at the time the allocation is initially communicated to the respective principals.
We applied the guidance of ASC Topic 718 and concluded that these KKR Holdings units do not yet meet the criteria for recognition of compensation cost because neither the grant date nor the service inception date has occurred.
In reaching a conclusion that the service inception date has not occurred, we considered (1) the fact that the vesting conditions are not sufficiently specific to constitute performance conditions for accounting purposes, (2) the significant judgment that can be exercised by the general partner of KKR Holdings in determining whether the vesting conditions are ultimately achieved and (3) the absence of communication to the principals of any information related to the number of units they were initially allocated.
The allocation of these units will be communicated to the award recipients when the performance‑based vesting conditions have been met, and currently there is no plan as to when the communication will occur.
The determination as to whether the award recipients have satisfied the performance‑based vesting conditions is made by the general partner of KKR Holdings, and is based on multiple factors primarily related to the award recipients' individual performance.
For additional information about equity awards granted under our Equity Incentive Plan, please also see "KKR & Co. Inc. Equity Incentive Plan" below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Joseph Y. Bae | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,347,848 (3)(7) | | | | | | $ | 257,024,366 | |
| Scott C. Nuttall | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,407,848 (4)(7) | | | | | | $ | 259,453,766 | |
Kravis and Roberts on November 2, 2017, which will vest in two equal annual installments, beginning on October 1, 2021.
(4) Includes (i) 320,000 KKR Holdings units granted on February 25, 2016, which will vest on May 1, 2021; (ii) 2,667,500 KKR Holdings units granted on November 2, 2017, which will vest on October 1 of each year as follows: 45% in 2021 and 55% in 2022; (iii) 3,325,000 restricted stock units granted on November 2, 2017, of which (a) 825,000 units will vest on October 1 of each year as follows: 45% in 2021 and 55% in 2022 and (b) 2,500,000 units will vest upon the market price of our common stock reaching and maintaining a market price of $40.00 per share for a period of ten consecutive trading days on or prior to December 31, 2022; and (iv) 95,348 restricted stock units granted on February 21, 2018, which will vest on April 1, 2021.
(5) Includes (i) 135,000 KKR Holdings units granted on February 25, 2016, which will vest on May 1, 2021; and (ii) 18,934 restricted stock units granted on December 29, 2017, which will vest on April 1, 2021.
An excerpt. Shown here: 40 of 131 rewritten, 40 of 170 added and 40 of 75 removed. The counts are complete. For every sentence, read Item 11. EXECUTIVE COMPENSATION in the FY2021 filing and the FY2020 filing.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
26 rewritten, 19 added, 24 removed, 24 unchanged
The numbers of shares of common stock and KKR Group Partnership Units and shares of Series II preferred stock outstanding and the percentage of beneficial ownership are based on [removed: 576,611,174] [added: 591,145,410] shares of common stock issued and outstanding and [removed: 275,626,493] [added: 258,726,163] KKR Group Partnership Units that, together with shares of our Series II preferred stock, are exchangeable for shares of our common stock as of February [removed: 17, 2021.][added: 24, 2022.]
Beneficial ownership is in each case determined in accordance with the rules of the SEC, and includes equity securities of which that person has the right to acquire beneficial ownership within 60 days of February [removed: 17, 2021.][added: 24, 2022.]
| | | | | | | | | | | | | | | | | | | | | | Common Stock Beneficially Owned [removed: (1)] | | | | | | | | | KKR Group Partnership Units and Series II Preferred Stock Beneficially Owned (1)(2) | | | | | | | | | | | | Percentage of Combined Common Stock and Series II Preferred Stock Beneficially Owned | | |
| Name (3) | | | | | | | | | | | | | | | | | | | | | Number | | | | | | Percent | | | Number | | | | | | Percent | | | | | | [removed: Ownership] [added: Percent] (4) | | |
| The Vanguard Group Inc. (7) | | | | | | | | | | | | | | | | | | | | | [removed: 47,545,784] [added: 33,016,281] | | | | | | [removed: 8.2] [added: 5.6] | | | — | | | | | | — | | | | | | [removed: 5.6] [added: 3.9] | | |
| Mary N. Dillon | | | | | | | | | | | | | | | | | | | | | [removed: 12,225] [added: 16,505] | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| Joseph A. Grundfest | | | | | | | | | | | | | | | | | | | | | [removed: 78,699] [added: 82,979] | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| John B. Hess | | | | | | | | | | | | | | | | | | | | | [removed: 6,699] [added: 10,979] | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| Xavier B. Niel | | | | | | | | | | | | | | | | | | | | | [removed: 15,113] [added: 19,393] | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| Patricia F. Russo | | | | | | | | | | | | | | | | | | | | | [removed: 71,699] [added: 75,979] | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| Thomas M. Schoewe | | | | | | | | | | | | | | | | | | | | | [removed: 79,299] [added: 83,579] | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| Robert H. Lewin [removed: (11)] | | | | | | | | | | | | | | | | | | | | | [removed: 90,682] [added: 83,376] | | | | | | * | | | [removed: 954,976] [added: 1,089,976] | | | | | | * | | | | | | * | | |
(1)KKR Group Partnership Units held by KKR Holdings are exchangeable (together with the corresponding Series II preferred stock) for our common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and in compliance with [removed: lock-up, vesting and transfer restrictions] [added: the terms] as described under "Certain Relationships and Related Transactions, and Director Independence—Exchange Agreement." [removed: Beneficial ownership of KKR Group Partnership Units and Series II preferred stock reflected in this table has not also been reflected as beneficial ownership of our common stock for which such KKR Group Partnership Units and Series II preferred stock may be exchanged.]
[removed: (3)The] [added: The] address of each [removed: director and] executive officer, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, New York 10001.
(5)KKR Holdings owns, beneficially or of record, [removed: an aggregate of 2,677 shares of common stock and 275,626,493] [added: 258,726,163] exchangeable KKR Group Partnership Units and shares of Series II preferred stock.
Our principals hold interests in KKR Holdings that [removed: will] entitle them to participate in the value of the KKR Group Partnership Units held by KKR Holdings.
KKR Holdings is a limited partnership that is controlled by KKR Holdings GP Limited, its sole general partner, which has investment control over all KKR Group Partnership [removed: Units,] [added: Units and] shares of Series II preferred stock [removed: and shares of common stock] held by KKR Holdings and voting control over all shares of [removed: common stock and] Series II preferred stock held by KKR Holdings.
Kravis and Roberts, by virtue of their rights under the organizational documents of KKR Holdings GP Limited (the general partner of KKR [removed: Holdings),] [added: Holdings and such affiliate),] may be deemed to share dispositive and/or voting power with respect to the KKR Group Partnership [removed: Units, shares of common stock] [added: Units] and shares of Series II preferred stock held by KKR [removed: Holdings.][added: Holdings and the common stock held by such affiliate.]
Kravis and Roberts disclaims beneficial ownership of [removed: the securities] [added: KKR Group Partnership Units and shares of Series II preferred stock] that may be deemed to be beneficially owned by him, except to the extent of his own pecuniary interest therein.
Mr. Kravis disclaims beneficial ownership of [removed: the securities] [added: KKR Group Partnership Units and shares of Series II preferred stock] that may be deemed to be beneficially owned by him, except with respect to 72,814,740 KKR Group Partnership Units in which he and certain related entities he controls have a pecuniary interest.
Mr. Roberts disclaims beneficial ownership of [removed: the securities] [added: KKR Group Partnership Units and shares of Series II preferred stock] that may be deemed to be beneficially owned by him, except with respect to 80,277,805 KKR Group Partnership Units in which he and certain related entities he controls have a pecuniary interest.
(7)Based on a Schedule 13G/A filed with the SEC on February [removed: 10, 2021,] [added: 9, 2022,] as of December 31, [removed: 2020,] [added: 2021,] The Vanguard Group reports it is the beneficial owner of [removed: 47,545,784] [added: 33,016,281] shares of common stock, with sole dispositive power over [removed: 46,331,888] [added: 31,865,367] shares of common stock, shared voting power over [removed: 489,083] [added: 464,314] shares of common stock and shared dispositive power over [removed: 1,213,896] [added: 1,150,914] shares of common stock.
[removed: (8)Based] [added: (6)Based] on a Schedule 13G filed with the SEC on February [removed: 5, 2021,] [added: 8, 2022,] BlackRock, Inc. reports it is the beneficial owner of [removed: 34,409,404] [added: 39,150,255] shares of common stock, with sole voting power over [removed: 31,106,599] [added: 35,297,173] shares of common stock, [added: and] sole dispositive power over [removed: 34,409,404] [added: 39,150,255] shares of common stock.
The table set forth below provides information concerning the awards that may be issued under our Equity Incentive Plans as of December 31, [removed: 2020.][added: 2021.]
| Equity Compensation Plans Approved by Security Holders | | | [removed: 47,540,534] [added: 56,452,235] | | | — | | | [removed: 92,324,255] [added: 70,812,698] | | |
(1)Reflects the aggregate number of restricted stock units granted under our Equity Incentive Plans and outstanding as of December 31, [removed: 2020.][added: 2021.]
| KKR Holdings (5) | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | 258,726,163 | | | | | | 100.0% | | | | | | 30.4% | | |
| BlackRock, Inc. (6) | | | | | | | | | | | | | | | | | | | | | 39,150,255 | | | | | | 6.6 | | | — | | | | | | — | | | | | | 4.6 | | |
| Henry R. Kravis (5) | | | | | | | | | | | | | | | | | | | | | 7,947,960 | | | | | | 1.3 | | | 258,726,163 | | | | | | 100.0 | | | | | | 31.4 | | |
| George R. Roberts (5) | | | | | | | | | | | | | | | | | | | | | 6,721,432 | | | | | | 1.1 | | | 258,726,163 | | | | | | 100.0 | | | | | | 31.2 | | |
| Joseph Y. Bae | | | | | | | | | | | | | | | | | | | | | 3,863,405 | | | | | | * | | | 12,347,397 | | | | | | 4.8 | | | | | | 1.9 | | |
| Scott C. Nuttall | | | | | | | | | | | | | | | | | | | | | 2,514,675 | | | | | | * | | | 15,681,294 | | | | | | 6.1 | | | | | | 2.1 | | |
| Adriane M. Brown | | | | | | | | | | | | | | | | | | | | | 785 | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| Matthew R. Cohler | | | | | | | | | | | | | | | | | | | | | 68,127 | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| Arturo Gutiérrez Hernández | | | | | | | | | | | | | | | | | | | | | 1,900 | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| Dane E. Holmes | | | | | | | | | | | | | | | | | | | | | 1,900 | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| Robert W. Scully | | | | | | | | | | | | | | | | | | | | | 163,979 | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| Evan T. Spiegel | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | — | | | | | | — | | | | | | — | | |
| David J. Sorkin | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | 3,143,593 | | | | | | 1.2 | | | | | | * | | |
| Directors and executive officers as a group (19 persons) (8) | | | | | | | | | | | | | | | | | | | | | 21,687,609 | | | | | | 3.7 | | | 258,726,163 | | | | | | 100.0% | | | | | | 33.0% | | |
Beneficial ownership of KKR Group Partnership Units and Series II preferred stock reflected in this table has not also been reflected as beneficial ownership of our common stock for which such KKR Group Partnership Units and Series II preferred stock may be exchanged.
(3)The address of each director is c/o KKR & Co. Inc., 30 Hudson Yards, New York, New York, 10001.
An affiliate of KKR Holdings also owns 2,677 shares of common stock previously held by KKR Holdings, which affiliate is controlled by KKR Holdings GP Limited, as its sole general partner, which has investment and voting control over all shares of common stock held by such affiliate.
(8)Shares of common stock include 33,333 shares of common stock underlying an executive officer's equity awards vesting within 60 days of February 24, 2022.
| Total | | | 56,452,235 | | | — | | | 70,812,698 | | |
| KKR Holdings (5) | | | | | | | | | | | | | | | | | | | | | 2,677 | | | | | | * | | | 275,626,493 | | | | | | 100.0% | | | | | | 32.3% | | |
| ValueAct Capital Master Fund, L.P. (6) | | | | | | | | | | | | | | | | | | | | | 38,050,000 | | | | | | 6.6% | | | — | | | | | | — | | | | | | 4.5 | | |
| BlackRock, Inc. (8) | | | | | | | | | | | | | | | | | | | | | 34,409,404 | | | | | | 6.0 | | | — | | | | | | — | | | | | | 4.0 | | |
| Henry R. Kravis (5)(9)(10) | | | | | | | | | | | | | | | | | | | | | 12,965,126 | | | | | | 2.2 | | | 275,626,493 | | | | | | 100.0 | | | | | | 33.8 | | |
| George R. Roberts (5)(9)(10) | | | | | | | | | | | | | | | | | | | | | 11,858,598 | | | | | | 2.1 | | | 275,626,493 | | | | | | 100.0 | | | | | | 33.7 | | |
| Joseph Y. Bae (11) | | | | | | | | | | | | | | | | | | | | | 3,904,324 | | | | | | * | | | 10,069,897 | | | | | | 3.7 | | | | | | 1.6 | | |
| Scott C. Nuttall (11) | | | | | | | | | | | | | | | | | | | | | 3,005,594 | | | | | | * | | | 13,343,794 | | | | | | 4.8 | | | | | | 1.9 | | |
| Robert W. Scully | | | | | | | | | | | | | | | | | | | | | 159,699 | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| David J. Sorkin (11) | | | | | | | | | | | | | | | | | | | | | 20,420 | | | | | | * | | | 3,163,593 | | | | | | 1.1 | | | | | | * | | |
| Directors and executive officers as a group (13 persons) | | | | | | | | | | | | | | | | | | | | | 27,598,333 | | | | | | 4.8 | | | 275,626,493 | | | | | | 100.0% | | | | | | 35.5% | | |
Messrs.
(6)Based on a Schedule 13D/A filed with the SEC on November 12, 2020, shares of common stock reported as beneficially owned by ValueAct Capital Master Fund, L.P. are also reported as beneficially owned by (i) ValueAct Management L.P. as the manager of each such investment partnership, (ii) ValueAct Management LLC, as general partner of ValueAct Management L.P., (iii) ValueAct Holdings, L.P., as the majority owner of the membership interests of VA Partners I, LLC, (iv) ValueAct Holdings II, L.P., as the sole owner of the limited partnership interests of ValueAct Management L.P. and the membership interests of ValueAct Management LLC, and (v) ValueAct Holdings GP, LLC, as general partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P. Shares reported as beneficially owned by ValueAct Capital Master Fund, L.P. are also reported as beneficially owned by VA Partners I, LLC, as general partner of ValueAct Capital Master Fund, L.P. By reason of such relationship, ValueAct Capital Master Fund, L.P. is reported as having shared power to vote or to direct the vote, and shared power to dispose or direct the disposition of, such shares of common stock, with VA Partners I, LLC (only with respect to ValueAct Capital Master Fund, L.P.), ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, L.P., ValueAct Holdings II, L.P., and ValueAct Holdings GP, LLC.
The address of these beneficial owners is One Letterman Drive, Building D, Fourth Floor, San Francisco, California 94129.
(9)KKR MIF Fund Holdings L.P. owns, beneficially or of record, an aggregate of 1,028,156 shares of common stock.
The sole general partner of KKR MIF Fund Holdings L.P. is KKR MIF Carry Holdings L.P. The sole general partner of KKR MIF Carry Holdings L.P. is KKR MIF Carry Limited.
Each of KKR MIF Carry Holdings L.P. (as the sole general partner of KKR MIF Fund Holdings L.P.); KKR MIF Carry Limited (as the sole general partner of KKR MIF Carry Holdings L.P.); KKR Index Fund Investments L.P. (as the sole shareholder of KKR MIF Carry Limited); KKR IFI GP L.P. (as the sole general partner of KKR Index Fund Investments L.P.); KKR IFI Limited (as the sole general partner of KKR IFI GP L.P.); KKR Group Partnership L.P. (as the sole shareholder of KKR IFI Limited); KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.); KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.); and KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.) may be deemed to be the beneficial owner of the securities.
Kravis and Roberts are the founding partners of KKR Management LLP and may be deemed to share dispositive power with respect to the shares of common stock held by KKR MIF Fund Holdings L.P. Each of Messrs.
Kravis and Roberts disclaims beneficial ownership of the securities.
(10)KKR Reference Fund Investments L.P. owns, beneficially or of record, an aggregate of 3,639,010 shares of common stock.
The sole general partner of KKR Reference Fund Investments L.P. is KKR IFI GP L.P. Each of KKR IFI GP L.P. (as the sole general partner of KKR Reference Fund Investments L.P.); KKR IFI Limited (as the sole general partner of KKR IFI GP L.P.); KKR Group Partnership L.P. (as the sole shareholder of KKR IFI Limited); KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.); KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.); and KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.) may be deemed to be the beneficial owner of the securities.
Kravis and Roberts disclaims beneficial ownership of the securities
(11)The shares of common stock above for Messrs.
Bae, Nuttall, Lewin and Sorkin include 95,348, 95,348, 18,934 and 20,420 restricted stock units, respectively, that will vest within 60 days of February 17, 2021.
| Total | | | 47,540,534 | | | — | | | 92,324,255 | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
33 rewritten, 23 added, 8 removed, 88 unchanged
For additional information, you should read the copies of our [added: Reorganization Agreement,] exchange agreement, [removed: our] registration rights agreement, [removed: our] tax receivable agreement and the limited partnership agreement of [removed: the] KKR Group Partnership, all of which have been filed or incorporated by reference as exhibits to this report.
Kravis, Roberts, Bae, Nuttall, Lewin and Sorkin, [added: indirectly] hold their KKR Group Partnership Units.
At the election of the general partner of [removed: the] KKR Group Partnership, [removed: the] KKR Group Partnership may settle exchanges of KKR Group Partnership Units with cash in an amount equal to the fair market value of the shares of common stock that would otherwise be deliverable in such exchanges.
To the extent that KKR Group Partnership Units held by KKR Holdings or its transferees are exchanged for shares of our common stock, our interests in [removed: the] KKR Group Partnership will be correspondingly increased.
During the year ended December 31, [removed: 2020, 14,754,852] [added: 2021, 16,900,330] KKR Group Partnership Units were exchanged for shares of our common stock pursuant to this agreement.
In connection with our NYSE listing, we entered into a registration rights agreement with KKR Holdings pursuant to which we granted KKR Holdings, its affiliates and transferees of its KKR Group Partnership Units [added: (including] the [added: shares of New KKR Parent following the closing of the merger transactions contemplated by the Reorganization Agreement) the] right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act our common stock (and other securities convertible into or exchangeable or exercisable for shares of our common stock) held or acquired by them.
As of December 31, [removed: 2020, 275,626,493] [added: 2021, 258,726,163] shares of common stock remain unissued under that registration statement.
[removed: The] KKR Group Partnership has made an election under Section 754 of the Code that will remain in effect for each taxable year in which an exchange of KKR Group Partnership Units for shares of common stock occurs, which may result in an increase in our tax basis of the assets of [removed: the] KKR Group Partnership at the time of an exchange of KKR Group Partnership Units.
Certain of these exchanges are expected to result in an increase in our share of the tax basis of the tangible and intangible assets of [removed: the] KKR Group Partnership, primarily attributable to a portion of the goodwill inherent in our business that would not otherwise have been available.
[added: This increase in] tax basis may also decrease gain (or increase loss) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
These payment obligations are obligations of KKR & Co. Inc. and its wholly-owned subsidiary and not of [removed: the] KKR Group Partnership.
There is no tax receivable agreement in place for any exchange of [removed: KKR Group Partnership Units underlying] restricted holdings units granted under the 2019 Equity Incentive Plan, and therefore we will receive 100% of any tax benefits arising from such exchange.
For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of [removed: the] KKR Group Partnership as a result of the exchanges of KKR Group Partnership Units and had we not entered into the tax receivable agreement.
- the timing of exchanges—for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the KKR Group Partnership Units, which will depend on the fair market value of the depreciable or amortizable assets of [removed: the] KKR Group Partnership at the time of the transaction;
- the price of our common stock at the time of the exchange—the increase in any tax deductions, as well as the tax basis increase in other assets, of [removed: the] KKR Group Partnership is directly proportional to the price of our common stock at the time of the exchange; and
We expect that as a result of the amount of the increases in the tax basis of the tangible and intangible assets of [removed: the] KKR Group Partnership, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefit of the increased amortization of our assets, future payments under the tax receivable agreement [removed: will] [added: could] be substantial.
During the year ended December 31, [removed: 2020,] [added: 2021,] an aggregate of $7.2 million was made to our current and former principals, including our executive officers, and KKR Holdings.
Decisions made by our senior principals in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes of control, may influence the timing and amount of payments that are received by an exchanging or selling holder of partner interests in [removed: the] KKR Group Partnership under the tax receivable agreement.
[removed: For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate] payments under the tax receivable agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase a principals' tax liability without giving rise to any rights of a principal to receive payments under the tax receivable agreement.
We control the general partner of [removed: the] KKR Group Partnership and, through [removed: the] KKR Group Partnership and its subsidiaries, the KKR business.
Pursuant to the limited partnership agreement of [removed: the] KKR Group Partnership, we, as the controlling general partner of [removed: the] KKR Group Partnership, have the indirect right to determine when distributions will be made to the holders of KKR Group Partnership Units and the amount of any such distributions.
On [removed: March 17, 2016, in connection with the issuance of the 6.75% Series A preferred units of KKR & Co. L.P., on June 20, 2016, in connection with the issuance of the 6.50% Series B preferred units of KKR & Co. L.P., and on] August 11, 2020, in connection with the issuance of the 6.00% Series C Mandatory Convertible Preferred Stock of KKR & Co. Inc., the limited partnership [removed: agreements] [added: agreement] of KKR Group Partnership [removed: were] [added: was] amended to provide for preferred units with economic terms designed to mirror those of the Series [removed: A preferred units, Series B preferred units and Series] C Mandatory Convertible Preferred Stock.
The limited partnership agreement of [removed: the] KKR Group Partnership provides for tax distributions to the holders of KKR Group Partnership Units if the general partner of the KKR Group Partnership determines that distributions from the KKR Group Partnership would otherwise be insufficient to cover the tax liabilities of a holder of a KKR Group Partnership Unit.
Kravis and [removed: Roberts,] [added: Roberts] own aircraft that [removed: we use] [added: are used] for [added: KKR's] business [removed: purposes] in the ordinary course of our operations.
[removed: These senior employees paid for] [added: Kravis and Roberts funded] the purchase of these aircraft with their personal funds and [removed: bear] [added: fund] all operating, personnel and maintenance costs associated with their operation.
[removed: Kravis and Roberts, and] [added: Since January 1, 2021, we paid a total] of [added: $1.7 million (including applicable taxes) for the use of these aircraft, of] which substantially all was borne by us rather than our investment funds (which indirectly bear the cost of some of these flights at commercial airline rates).
[removed: In connection with the KPE Transaction, we] [added: We] did not acquire capital interests in [added: certain] investments that were funded by our employees or others involved in our business prior to October 1, 2009.
The cash invested by our current and former employees and certain other qualifying personnel and their investment vehicles aggregated to [removed: $645.6] [added: $685.8] million for the year ended December 31, [removed: 2020,] [added: 2021,] of which [removed: $66.6] [added: $45.1] million, [removed: $104.3] [added: $117.7] million, [removed: $41.2] [added: $30.3] million, [removed: $19.4] [added: $24.6] million, [removed: $4.6] [added: $3.0] million and [removed: $1.3] [added: $1.5] million was invested by Messrs.
Kravis, Roberts, Bae, Nuttall, Lewin and Sorkin and their [removed: investment] [added: personal or estate planning] vehicles, respectively.
In addition, our funds invested [removed: $1.0] [added: $1.3] million in [removed: 2020] [added: 2021] from the commitments of certain [removed: investment] [added: estate planning] vehicles associated with Mr. Hess.
As of December 31, [removed: 2020, $88.0] [added: 2021, $76.0] million of carried interest was subject to this clawback obligation, assuming that all applicable carry-paying funds were liquidated at their December 31, [removed: 2020] [added: 2021] fair values.
Had the investments in such funds been liquidated at zero value, the clawback obligation would have been approximately [removed: $2.3] [added: $2.5] billion.
Payments made from us to this partnership aggregated [removed: $8.4] [added: $8.6] million for the year ended December 31, [removed: 2020.][added: 2021.]
Reorganization Agreement
On October 8, 2021, KKR entered into a Reorganization Agreement with KKR Holdings, KKR Associates Holdings, KKR Management and the other parties thereto.
Pursuant to the Reorganization Agreement, the parties agreed to undertake a series of integrated transactions to effect a number of transformative structural and governance changes, including (a) the acquisition by KKR of KKR Holdings and all of the KKR Group Partnership Units held by it, (b) the future elimination of voting control by KKR Management and the Series I preferred stock held by it, (c) the future establishment of voting rights for all common stock on a one vote per share basis, including with respect to the election of directors, and (d) the future control of the carry pool by KKR.
In particular, the Reorganization Agreement provides for:
(i) a simplifying reorganization of KKR’s current corporate structure whereby all holders of common stock of KKR & Co. Inc. immediately prior to such reorganization and all holders of interests in KKR Holdings immediately prior to such reorganization will receive the same common stock in a new parent company of KKR (“New KKR Parent”),
(ii) the future elimination of control of New KKR Parent by KKR Management, by having all voting power vested in the common stock of New KKR Parent on a one vote per share basis on the Sunset Date (as defined below), which will be no later than December 31, 2026,
(iii) also on the Sunset Date, the future acquisition of control by KKR of KKR Associates Holdings when a subsidiary of New KKR Parent will become the general partner of KKR Associates Holdings,
(iv) the termination of KKR's tax receivable agreement with KKR Holdings, other than with respect to certain exchanges occurring prior to the closing of the mergers contemplated by the Reorganization Agreement, and
(v) in the merger of KKR Holdings with a subsidiary of New KKR Parent (the “Holdings Merger”), the issuance to limited partners of KKR Holdings of 8.5 million shares (as adjusted for any stock splits or similar adjustments) of common stock of New KKR Parent, which will not be transferable (except in the case of death or for estate planning purposes) prior to the Sunset Date.
The “Sunset Date” will be the earlier of (i) December 31, 2026 and (ii) the six-month anniversary of the first date on which the death or permanent disability of both Mr. Henry Kravis and Mr. George Roberts (collectively, "Co-Founders") has occurred (or any earlier date consented to by KKR Management, which is the holder of the sole outstanding share of Series I preferred stock, in its sole discretion).
In addition, KKR Management agreed not to transfer its ownership of the sole share of Series I preferred stock.
The transactions contemplated to occur under the Reorganization Agreement (including the establishment of New KKR Parent, the Holdings Merger, the termination of the tax receivable agreement except with respect to exchanges of Holdings units made prior thereto, and the changes to occur effective on the Sunset Date) are all required to be consummated together as integrated transactions under the Reorganization Agreement.
The consummation of the merger transactions is subject to the receipt of regulatory approvals and other conditions to closing as provided in the Reorganization Agreement.
While the Sunset Date itself is expected to occur after, and is conditioned upon, the completion of the merger transactions contemplated by the Reorganization Agreement, the changes to occur effective on the Sunset Date will be unconditional commitments upon the completion of the merger transactions.
See "Certain Terms Used in this Report" and "Business—Organizational Structure" for more information about KKR Management, KKR Holdings, KKR Associates Holdings and our current corporate structure as well as the changes to our corporate structure expected to occur pursuant to the Reorganization Agreement.
There will be no more exchanges of KKR Group Partnership Units held by KKR Holdings following the closing of the merger transactions contemplated by the Reorganization Agreement.
Our employees who hold restricted holdings units granted under the 2019 Equity Incentive Plan will continue to be entitled to exchange those interests for common stock following the closing of these merger transactions, although exchanges of restricted holdings units will continue to be ineligible for payments under the tax receivable agreement.
For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate
Upon the consummation of the merger transactions contemplated by the Reorganization Agreement, the tax receivable agreement with KKR Holdings will terminate, other than with respect to exchanges that have occurred prior to the closing of the mergers contemplated by the Reorganization Agreement.
KKR Group Partnership is the owner of the entirety of KKR's business.
Companies associated with Messrs.
Messrs.
Of this total, $1.2 million relates to use of an aircraft owned by an entity controlled by Mr. Kravis, and $0.5 million relates to use of an aircraft owned by an entity controlled by Mr. Roberts.
This increase in
A termination of the agreement or a change of control could give rise to similar payments based on tax savings that we would be deemed to realize in connection with such events.
We may terminate the tax receivable agreement at any time by making an early termination payment to KKR Holdings or its transferees, based upon the net present value (based upon certain assumptions in the tax receivable agreement) of all tax benefits that would be required to be paid by us to KKR Holdings or its transferees.
In addition, the tax receivable agreement provides that upon certain mergers, asset sales, other forms of combination transactions or other changes of control, our or our successor's minimum obligations with respect to exchanged or acquired KKR Group Partnership Units (whether exchanged or acquired before or after such transaction) would be based on certain assumptions, including that we would have sufficient taxable income to fully utilize the increased tax deductions and increased tax basis and other benefits related to entering into the tax receivable agreement.
In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity.
Following our conversion to a corporation, the Series A preferred units and Series B preferred units of KKR & Co. L.P. became Series A Preferred Stock and Series B Preferred Stock of KKR & Co. Inc., respectively.
Certain of our senior employees, including Messrs.
We incurred $1.7 million for the use of these aircraft during the year ended December 31, 2020, of which substantially all was paid to entities controlled by Messrs.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
8 rewritten, 0 added, 0 removed, 22 unchanged
The following table summarizes the aggregate fees for professional services provided by Deloitte & Touche [removed: LLP,] [added: LLP (PCAOB ID No. 34),] the member firms of Deloitte Touche Tohmatsu Limited or their respective affiliates (collectively, the "Deloitte Entities") for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]
| | | | For the Year Ended December 31, [removed: 2019] [added: 2021] | | | | | | | | | | | |
| Audit Fees | | | $ | [removed: 27,849] [added: 47,836] | | (1) | | | $ | — | | | | |
| Audit-Related Fees | | | $ | [removed: 10,746] [added: 12,908] | | (2) | | | $ | [removed: 7,704] [added: 19,132] | | (5) | | |
| Tax Compliance Fees | | | $ | [removed: 35,510] [added: 35,640] | | (3) | | | $ | — | | | | |
| Tax Planning and Advisory Fees | | | $ | [removed: 7,297] [added: 8,318] | | (4) | | | $ | [removed: 7,965] [added: 13,350] | | (5) | | |
| All Other Fees | | | $ | [removed: 79] [added: 537] | | | | | $ | — | | | | |
Our [removed: audit committee] [added: Audit Committee] charter, which is available on our website at *www.kkr.com* under "Investor [removed: Center—KKR] [added: Center—Stockholders (KKR] & Co. [removed: Inc.—Corporate] [added: Inc.)—Corporate] Governance—Audit Committee Charter," requires the [removed: audit committee] [added: Audit Committee] to approve in advance all audit and non-audit related services to be provided by our independent registered public accounting firm in accordance with the audit and non-audit related services pre-approval policy.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
68 rewritten, 70 added, 17 removed, 88 unchanged
See Schedule II - Valuation and Qualifying Accounts - Years Ended December 31, [removed: 2020,] [added: 2021, 2020 and] 2019 and [removed: 2018] [added: Schedule IV - Reinsurance - Year Ended December 31, 2021 -] of this Annual Report on Form 10-K.
| | | | 2.2 | | | | | | [Merger Agreement, dated as of July 7, 2020, by and among Global Atlantic Financial Group Limited, a Bermuda exempted company, Global Atlantic Financial Life Limited, a Bermuda exempted company, Magnolia Merger Sub Limited, a Bermuda exempted company, Magnolia Parent LLC, a Cayman Islands limited liability company, and solely for Section 2.10(a) thereunder, LAMC LP, a Cayman Island exempted limited partnership, and Goldman Sachs & Co. LLC, solely as the Equity Representative (incorporated by reference to Exhibit 2.1 to the KKR & Co. Inc. Current Report on Form 8-K filed [removed: on](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm) [](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm)[July] [added: on July] 10, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm) | | |
| | | | 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of KKR & Co. [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1404912/000140491220000011/ex3_110q.htm) [(incorporated] [added: Inc. (incorporated] by reference to Exhibit 3.1 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on May 11, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000140491220000011/ex3_110q.htm) | | |
| | | | 3.2 | | | | | | [Amended and Restated Bylaws of KKR & Co. [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1404912/000140491220000011/ex3_210q.htm) [(incorporated] [added: Inc. (incorporated] by reference to Exhibit 3.2 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on May 11, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000140491220000011/ex3_210q.htm) | | |
| | | | 4.1 | | | | | | [Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1404912/000140491221000008/ex4_1.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000004/ex4_1.htm)] | | |
| | | | 4.2 | | | | | | [Form of [removed: 6.75%] [added: 6.00%] Series [removed: A] [added: C] Preferred Stock Certificate (included [removed: in] [added: within] Exhibit [removed: 2.1] [added: 3.1] to the KKR & Co. Inc. [removed: Quarter] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed on [removed: May 8, 2018).](http://www.sec.gov/Archives/edgar/data/1404912/000140491218000009/ex2_1.htm)] [added: August 14, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120018400/nt10014196x7_ex3-1.htm)] | | |
| [removed: | | | 4.3] [added: 10.15] | | | | | | [Form of [removed: 6.50% Series B Preferred Stock Certificate (included in] [added: Indemnification Agreement for Directors of KKR & Co. Inc. (incorporated by reference to] Exhibit [removed: 2.1] [added: 10.7] to the KKR & Co. Inc. [removed: Quarter] [added: Quarterly] Report on Form 10-Q filed on May 8, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1404912/000140491218000009/ex2_1.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1404912/000140491218000009/ex10_7.htm)] | | | [added: | | |]
| [removed: | | | 4.4] [added: 4.26] | | | | | | [Form of [removed: 6.00% Series C Preferred Stock Certificate] [added: 3.750% Senior Note due 2029] (included [removed: within] [added: in] Exhibit [removed: 3.1] [added: 4.1] to the KKR & Co. Inc. Current Report on Form 8-K filed on [removed: August 14, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120018400/nt10014196x7_ex3-1.htm)] [added: April 21, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm)] | | |
| [removed: 4.5] | | | [added: 4.3] | | | [added: | | |] [Indenture dated as of February 1, 2013 among KKR Group Finance Co. II LLC, KKR & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on February 1, 2013).](http://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d1.htm) | | |
| [removed: 4.6] | | | [added: 4.4] | | | [added: | | |] [First Supplemental Indenture dated as of February 1, 2013 among KKR Group Finance Co. II LLC, KKR & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on February 1, 2013).](http://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d2.htm) | | |
| [removed: 4.7] [added: 4.5] | | | | | | [Second Supplemental Indenture dated as of August 5, 2014 among KKR Group Finance Co. II LLC, KKR & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 7, 2014).](http://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d2.htm) | | |
| [removed: 4.8] [added: 4.6] | | | | | | [Form of 5.500% Senior Note due 2043 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on February 1, 2013).](http://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d2.htm) | | |
| [removed: 4.9] [added: 4.7] | | | | | | [Indenture dated as of May 29, 2014 among KKR Group Finance Co. III LLC, KKR & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P. and The Bank of New York Mellon Trust Company, N. A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on May 29, 2014).](http://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d1.htm) | | |
| [removed: 4.10] [added: 4.8] | | | | | | [First Supplemental Indenture dated as of May 29, 2014 among KKR Group Finance Co. III LLC, KKR & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P. and The Bank of New York Mellon Trust Company, N. A., as trustee (incorporated by reference to Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on May 29, 2014).](http://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d2.htm) | | |
| [removed: 4.11] [added: 4.9] | | | | | | [Second Supplemental Indenture dated as of August 5, 2014 among KKR Group Finance Co. III LLC, KKR & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 7, 2014).](http://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d3.htm) | | |
| [removed: 4.12] [added: 4.10] | | | | | | [Form of 5.125% Senior Note due 2044 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on May 29, 2014).](http://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d2.htm) | | |
| [removed: 4.13] [added: 4.11] | | | | | | [Indenture dated as of March 23, 2018 among KKR Group Finance Co. IV LLC, KKR & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on March 23, 2018).](http://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-1.htm) | | |
| [removed: 4.14] [added: 4.12] | | | | | | [First Supplemental Indenture dated as of March 23, 2018 among KKR Group Finance Co. IV LLC, KKR & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on March 23, 2018).](http://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm) | | |
| [removed: 4.15] [added: 4.13] | | | | | | [Form of 0.509% Senior Note due 2023 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on March 23, 2018).](http://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm) | | |
| [removed: 4.16] [added: 4.14] | | | | | | [Form of 0.764% Senior Note due 2025 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on March 23, 2018).](http://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm) | | |
| [removed: 4.17] [added: 4.15] | | | | | | [Form of 1.595% Senior Note due 2038 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on March 23, 2018).](http://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm) | | |
| [removed: 4.18] [added: 4.16] | | | | | | [Indenture dated as of May 22, 2019 among KKR Group Finance Co. V LLC, KKR & Co. Inc., KKR Management Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on May 22, 2019).](http://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-1.htm) | | |
| [removed: 4.19] [added: 4.17] | | | | | | [First Supplemental Indenture dated as of May 22, 2019 among KKR Group Finance Co. V LLC, KKR & Co. Inc., KKR Management Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on May 22, 2019).](http://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-2.htm) | | |
| [removed: 4.20] [added: 4.18] | | | | | | [Form of 1.625% Senior Note due 2029 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on May 22, 2019).](http://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-2.htm) | | |
| [removed: 4.21] [added: 4.19] | | | | | | [Indenture dated as of July 1, 2019 among KKR Group Finance Co. VI LLC, KKR & Co. Inc., KKR Management Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on July 1, 2019).](http://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-1.htm) | | |
| [removed: 4.22] [added: 4.20] | | | | | | [First Supplemental Indenture dated as of July 1, 2019 among KKR Group Finance Co. VI LLC, KKR & [removed: Co](http://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm) [](http://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm)[Inc.,] [added: Co Inc.,] KKR Management Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on July 1, 2019).](http://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm) | | |
| [removed: 4.23] [added: 4.21] | | | | | | [Form of 3.750% Senior Note due 2029 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on July 1, 2019).](http://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm#FORM) | | |
| [removed: 4.25] [added: 4.30] | | | | | | [removed: [Indenture,] [added: [Indenture] dated as of March [removed: 30, 2017, between] [added: 31, 2021 among] KKR [removed: Financial Holdings LLC] [added: Group Finance Co. IX LLC, KKR & Co. Inc., KKR Group Partnership L.P.] and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR [removed: Financial Holdings LLC] [added: & Co. Inc.] Current Report on Form 8-K filed on March [removed: 30, 2017).](http://www.sec.gov/Archives/edgar/data/1386926/000114036117014023/ex4_1.htm)] [added: 31, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000114036121011062/brhc10022616_ex4-1.htm)] | | |
| [removed: 4.26] [added: 4.31] | | | | | | [First Supplemental [removed: Indenture,] [added: Indenture] dated as of March [removed: 30, 2017, between] [added: 31, 2021 among] KKR [removed: Financial Holdings LLC] [added: Group Finance Co. IX LLC, KKR & Co. Inc., KKR Group Partnership L.P.] and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the KKR [removed: Financial Holdings LLC] [added: & Co. Inc.] Current Report on Form 8-K filed on March [removed: 30, 2017).](http://www.sec.gov/Archives/edgar/data/1386926/000114036117014023/ex4_2.htm)] [added: 31, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000114036121011062/brhc10022616_ex4-2.htm)] | | |
| [removed: 4.27] [added: 4.25] | | | | | | [Second Supplemental Indenture dated as of [removed: November 17, 2017] [added: April 21, 2020] among KKR [removed: Financial Holdings LLC] [added: Group Finance Co. VI LLC, KKR & Co. Inc., KKR Group Partnership L.P.] and The Bank of New York Mellon Trust Company, [removed: N. A.,] [added: N.A.,] as trustee (incorporated by reference to Exhibit [removed: 4.3] [added: 4.1] to the KKR [removed: Financial Holdings LLC] [added: & Co. Inc.] Current Report on Form 8-K filed on [removed: November 11, 2017).](http://www.sec.gov/Archives/edgar/data/1386926/000114036117043230/ex4_3.htm)] [added: April 21, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm)] | | |
| [removed: 4.28] [added: 4.24] | | | | | | [Form of [removed: 5.50%] [added: 3.625%] Senior Note [removed: due 2032 of KKR Financial Holdings LLC] [added: Due 2050] (included in Exhibit 4.2 to the KKR [removed: Financial Holdings LLC] [added: & Co. Inc.] Current Report on Form 8-K filed on [removed: March 30, 2017).](http://www.sec.gov/Archives/edgar/data/1386926/000114036117014023/ex4_2.htm)] [added: February 25, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm)] | | |
| [removed: 4.29] [added: 4.22] | | | | | | [Indenture dated as of February 25, 2020 among KKR Group Finance Co. VII LLC, KKR & Co. Inc., KKR Group Partnership L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on February 25, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-1.htm) | | |
| [removed: 4.30] [added: 4.23] | | | | | | [First Supplemental Indenture, dated as of February 25, 2020 among KKR Group Finance Co. VII LLC, KKR [removed: &](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm) [](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm)[Co.] [added: & Co.] Inc., KKR Group Partnership L.P. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm) [](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm)[(incorporated] [added: trustee(incorporated] by reference to Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on [removed: February](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm) [](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm)[25,] [added: February 25,] 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm) | | |
| [removed: 4.31] [added: 4.29] | | | | | | [Form of [removed: 3.625%] [added: 3.500%] Senior Note [removed: Due] [added: due] 2050 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on [removed: Form](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm) [](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm)[8-K] [added: Form 8-K] filed on [removed: February] [added: August] 25, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm)] | | |
| [removed: 4.32] [added: 4.27] | | | | | | [removed: [Second Supplemental Indenture] [added: [Indenture] dated as of [removed: April 21,] [added: August 25,] 2020 among KKR Group Finance Co. [removed: VI] [added: VIII] LLC, KKR & Co. Inc., KKR Group Partnership L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on [removed: April 21,](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm) [](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm)[2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm)] [added: August 25, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-1.htm)] | | |
| [removed: 4.33] [added: 4.35] | | | | | | [Form of [removed: 3.750%] [added: 3.250%] Senior Note due [removed: 2029] [added: 2051] (included [removed: in] [added: within] Exhibit [removed: 4.1] [added: 4.2] to the KKR & Co. Inc. Current Report on Form 8-K filed on [removed: April 21, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm)] [added: December 8, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000114036121040855/brhc10031465_ex4-2.htm)] | | |
| [removed: 4.34] [added: 4.28] | | | | | | [removed: [Indenture] [added: [First Supplemental Indenture] dated as of August 25, 2020 among KKR Group Finance Co. VIII LLC, KKR & Co. Inc., KKR Group Partnership L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the KKR & Co. Inc. Current Report on Form 8-K filed on August 25, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-1.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm)] | | |
| [removed: 4.35] [added: 4.34] | | | | | | [First Supplemental Indenture dated as of [removed: August 25, 2020] [added: December 8, 2021] among KKR Group Finance Co. [removed: VIII] [added: X] LLC, KKR [removed: &](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm) [](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm)[Co.] [added: & Co.] Inc., KKR Group Partnership L.P. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm) [](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm)[(incorporated] [added: trustee (incorporated] by reference to Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on [removed: August 25, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm)] [added: December 8, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000114036121040855/brhc10031465_ex4-2.htm)] | | |
| [removed: 4.36] [added: 4.32] | | | | | | [Form of [removed: 3.500% Senior] [added: 4.625% Subordinated] Note due [removed: 2050] [added: 2061 of KKR Group Finance Co. IX LLC] (included [removed: in] [added: within] Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on [removed: August 25, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm)] [added: March 31, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000114036121011062/brhc10022616_ex4-2.htm)] | | |
| 10.5 | | | * | | | [Amended and Restated KKR & Co. Inc. 2019 Equity Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1404912/000140491221000008/ex10_5.htm)] [added: Plan (incorporated by reference to Exhibit 10.5 of the KKR & Co. Inc. Annual Report on Form 10-K filed on February 19, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000140491221000008/ex10_5.htm)] | | |
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| 4.33 | | | | | | [Indenture dated as of December 8, 2021 among KKR Group Finance Co. X LLC, KKR & Co. Inc., KKR Group Partnership L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on December 8, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000114036121040855/brhc10031465_ex4-1.htm) | | |
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| 10.13 | | | † | | | [364-Day Revolving Credit Agreement, dated as of April 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 (incorporated by reference to Exhibit 10.1 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on May 10, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000140491221000019/ex10_1.htm) | | | | | |
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| 10.14 | | | † | | | [Credit Agreement, dated as of August 4, 2021, among Global Atlantic Financial Limited, Global Atlantic (Fin) Company, the Guarantors party thereto from time to time, the Lenders from time to time party thereto, Wells Fargo Bank, N.A., as Administrative Agent, and the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.2 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 6, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000140491221000028/ex10_2.htm) | | | | | |
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| 10.17 | | | * | | | [Independent Director Compensation Program.](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000004/ex10_17.htm) | | | | | |
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| 10.22 | | | * | | | [Form of Cliff Vesting Dollars-At-Work Grant Certificate of KKR Associates Holdings L.P.](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000004/ex10_22.htm) | | | | | |
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| 10.23 | | | * | | | [Form of Pro Rata Vesting Dollars-At-Work Grant Certificate of KKR Associates Holdings L.P.](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000004/ex10_23.htm) | | | | | |
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| 4.24 | | | | | | [Indenture, dated as of November 15, 2011, between the KKR Financial Holdings LLC and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the KKR Financial Holdings LLC Current Report on Form 8-K filed on November 15, 2011).](http://www.sec.gov/Archives/edgar/data/1386926/000110465911064252/a11-29921_1ex4d1.htm) | | |
| 10.20 | | | * | | | [Form of Grant Certificate (Executive Officers) (incorporated by reference to Exhibit 10.23 of the KKR & Co. Inc. Annual Report on Form 10-K filed on February 23, 2018).](http://www.sec.gov/Archives/edgar/data/1404912/000140491218000005/kkr-20171231xex10_23.htm) | | |
| 10.22 | | | * | | | [Form of Public Company Holdings Unit Award Agreement of KKR & Co. L.P. (Executive Officers) (Service Vesting) (incorporated by reference to Exhibit 10.25 of the KKR & Co. Inc. Annual Report on Form 10-K filed on February 23, 2018).](http://www.sec.gov/Archives/edgar/data/1404912/000140491218000005/kkr-20171231xex10_25.htm) | | |
| 10.23 | | | * | | | [Form of Public Company Equity Unit Award Agreement of KKR & Co. Inc. (Directors) (incorporated by reference to Exhibit 10.3 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on November 2, 2018).](http://www.sec.gov/Archives/edgar/data/1404912/000140491218000021/kkr2018930ex103.htm) | | |
| 10.24 | | | * | | | [Form of Public Company Holdings Unit Award Agreement of KKR & Co. Inc. (Executive Officers) (incorporated by reference to Exhibit 10.4 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on November 2, 2018).](http://www.sec.gov/Archives/edgar/data/1404912/000140491218000021/kkr2018930ex104.htm) | | |
| 10.25 | | | * | | | [Form of Restricted Stock Unit Agreement of KKR & Co. Inc. (Directors) (incorporated by reference to Exhibit 10.2 to the KKR & Co. Inc. Quarterly Report on For](http://www.sec.gov/Archives/edgar/data/1404912/000140491219000012/ex10_2a02.htm)[m](http://www.sec.gov/Archives/edgar/data/1404912/000140491219000012/ex10_2a02.htm) [](http://www.sec.gov/Archives/edgar/data/1404912/000140491219000012/ex10_2a02.htm)[10-Q filed on May 3, 2019).](http://www.sec.gov/Archives/edgar/data/1404912/000140491219000012/ex10_2a02.htm) | | |
| 10.27 | | | * | | | [Form of Restricted Stock Unit Agreement of KKR & Co. Inc. (Directors) (incorporated by reference to Exhibit 10.26 to the KKR & Co. Inc. Annual Report on Form 10-K filed on February 18, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000140491220000006/ex10_26.htm) | | |
| 10.28 | | | * | | | [Form of Restricted Stock Unit Agreement of KKR & Co. Inc. (Executive Officers) (incorporated by reference to Exhibit 10.27 to the KKR & Co. Inc. Annual Report on Form 10-K filed on February 18, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000140491220000006/ex10_27.htm) | | |
| 10.29 | | | * | | | [Form of Restricted Holdings Unit Agreement of KKR & Co. Inc. (Executive Officers) (incorporated by reference to Exhibit 10.28 to the KKR & Co. Inc. Annual Report on Form 10-K filed on February 18, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000140491220000006/ex10_28.htm) | | |
| 10.30 | | | * | | | [Form of Compensation Agreement for 2019 (Executive Officers) (incorporated by reference to Exhibit 10.29 to the KKR & Co. Inc. Annual Report on Form 10-K filed on February 18, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000140491220000006/ex10_29.htm) | | |
| 10.31 | | | * | | | [Form of Restricted Stock Unit Agreement of KKR & Co. Inc. (Directors).](https://www.sec.gov/Archives/edgar/data/1404912/000140491221000008/ex10_31.htm) | | |
| 10.33 | | | * | | | [Form of Restricted Holdings Unit Agreement of KKR & Co. Inc. (Executive Officers) (Market Condition).](https://www.sec.gov/Archives/edgar/data/1404912/000140491221000008/ex10_33.htm) | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2018 | | | $ | 11,872 | | | | | $ | — | | | | | $ | 11,872 | | (1) | | | $ | — | |
| (1) The valuation allowance related to a deferred tax asset for foreign tax credit carryovers is no longer applicable because KKR elected to deduct its foreign tax credit carryovers in lieu of taking a tax credit. | | | | | | | | | | | | | | | | | | | | | | | |
An excerpt. Shown here: 40 of 68 rewritten, 40 of 70 added and all 17 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2021 filing and the FY2020 filing.
Item 16. FORM 10-K SUMMARY
16 rewritten, 20 added, 2 removed, 34 unchanged
| Date: | | | February [removed: 19, 2021] [added: 28, 2022] | | | | | | | | |
Pursuant to the requirements of the Exchange Act of [removed: 1934] [added: 1934,] this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below on the dates indicated below.
| /s/ HENRY R. KRAVIS | | | | | | [removed: Co-Chairman and Co-Chief Executive Officer] [added: Co-Executive Chairman, Director] | | | | | | February [removed: 19, 2021] [added: 28, 2022] | | |
| [removed: Henry R. Kravis] [added: Joseph Y. Bae] | | | | | | (principal executive officer) | | | | | | | | |
| /s/ GEORGE R. ROBERTS | | | | | | [removed: Co-Chairman and Co-Chief Executive Officer] [added: Co-Executive Chairman, Director] | | | | | | February [removed: 19, 2021] [added: 28, 2022] | | |
| [removed: George R. Roberts] [added: Scott C. Nuttall] | | | | | | (principal executive officer) | | | | | | | | |
| /s/ JOSEPH Y. BAE | | | | | | Director, [removed: Co-President and] Co-Chief [removed: Operating] [added: Executive Officer] | | | | | | February [removed: 19, 2021] [added: 28, 2022] | | |
| /s/ SCOTT C. NUTTALL | | | | | | Director, [removed: Co-President and] Co-Chief [removed: Operating] [added: Executive Officer] | | | | | | February [removed: 19, 2021] [added: 28, 2022] | | |
| /s/ MARY N. DILLON | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 28, 2022] | | |
| /s/ JOSEPH A. GRUNDFEST | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 28, 2022] | | |
| /s/ JOHN B. HESS | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 28, 2022] | | |
| /s/ XAVIER B. NIEL | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 28, 2022] | | |
| /s/ [removed: PATRICK] [added: PATRICIA] F. RUSSO | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 28, 2022] | | |
| /s/ THOMAS M. SCHOEWE | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 28, 2022] | | |
| /s/ ROBERT W. SCULLY | | | | | | Director | | | | | | February [removed: 19, 2021] [added: 28, 2022] | | |
| /s/ ROBERT H. LEWIN | | | | | | Chief Financial Officer (principal financial and accounting officer) | | | | | | February [removed: 19, 2021] [added: 28, 2022] | | |
| Henry R. Kravis | | | | | | | | | | | | | | |
| George R. Roberts | | | | | | | | | | | | | | |
| /s/ ADRIANE M. BROWN | | | | | | Director | | | | | | February 28, 2022 | | |
| Adriane M. Brown | | | | | | | | | | | | | | |
| /s/ MATTHEW R. COHLER | | | | | | Director | | | | | | February 28, 2022 | | |
| Matthew R. Cohler | | | | | | | | | | | | | | |
| /s/ ARTURO GUTIÉRREZ HERNÁNDEZ | | | | | | Director | | | | | | February 28, 2022 | | |
| Arturo Gutiérrez Hernández | | | | | | | | | | | | | | |
| /s/ DANE E. HOLMES | | | | | | Director | | | | | | February 28, 2022 | | |
| Dane E. Holmes | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Signature | | | | | | Title | | | | | | Date | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ EVAN T. SPIEGEL | | | | | | Director | | | | | | February 28, 2022 | | |
| Evan T. Spiegel | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Joseph Y. Bae | | | | | | Officer | | | | | | | | |
| Scott C. Nuttall | | | | | | Officer | | | | | | | | |