KKR & Co. (KKR) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A522 rewritten391 added434 removed1,249 unchanged
All filing items3,611 rewritten3,035 added1,706 removed6,390 unchanged
Summary
counted, not written
- Item 1A lists 113 risk factor headings: 17 new, 21 reworded and 75 unchanged since FY2021. 22 headings from FY2021 no longer appear.
- Sentence by sentence, 3,035 added, 1,706 removed, 3,611 rewritten and 6,390 unchanged across 20 items that differ.
New Item 1A headings (17)
- Difficult market and economic conditions can adversely affect our business in many ways, which could adversely impact our net income, cash flow, financial condition and prospects.
- Geopolitical developments and other local and global events outside of our control can, and periodically do, adversely impact us and our portfolio companies.
- Public health crises, such as COVID-19, may continue to occur from time to time, which could directly and indirectly adversely impact us and our portfolio companies.
- Changes in the debt financing markets, including the impact of changes in interest rates, may negatively affect our business in many ways, which could adversely impact our net income, cash flow, financial condition and prospects.Interest rates
- Transition away from LIBOR as a benchmark reference for interest rates may result in additional costs or adversely affect our or our funds' liquidity, results of operations and financial condition.Interest rates
- Our inability to raise additional or successor funds, to raise funds with as favorable terms as existing funds or raise funds of a comparable size as our predecessor funds could materially and adversely affect our revenues or profitability.
- Operational risks, including those relating to third parties who provide services to us, may disrupt our businesses, result in losses or limit our growth.
- Rapidly developing and changing global privacy laws and regulations could further increase compliance costs and subject us to enforcement risks and reputational damage.
- Portfolio Company Legal and Regulatory Environment
- Federal, state and foreign anti-corruption and trade sanctions laws and restrictions on foreign direct investment applicable to us and our portfolio companies create the potential for significant liabilities and penalties, the inability to complete transactions, imposition of significant costs and burdens, and reputational harm.
- Certain types of investment vehicles, especially those offered to individual investors, may subject us to new and greater levels of public and regulatory scrutiny, regulation, risk of litigation, and reputational risk, which could materially and adversely affect us.
- Our capital markets activities expose us to material risks.
- Our use of derivative financial instruments to manage risk in our capital markets and insurance business may not be effective or efficient.
- Future results of our funds, our insurance subsidiaries or our balance sheet investments may be different than, and may not achieve the levels of, any of their historical returns.
- Various exposures to, and investments in, the securities of leveraged companies or companies that are experiencing significant financial or business difficulties could materially and adversely affect our results of operations, financial condition and cash flow.
- We often pursue investment opportunities that involve unique business, regulatory, legal or other complexities, including complexities arising from the large size of our investment or from a lack of control over the investment.
- Investors in certain of our investment vehicles are entitled to redeem their investments in these vehicles on a periodic basis.
Removed Item 1A headings (22)
- 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 prospects and condition.
- 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.
- 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.
- 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 have held, all of which may result in additional costs or adversely affect our or our funds’ liquidity, results of operations and financial condition.
- Strategic investor partnerships have longer investment periods and invest in multiple strategies, which may increase the possibility of a "netting hole," which will result in less carried interest for us, as well as clawback liabilities.
- A decline in the pace or size of investment by our funds would result in our receiving less revenue from fees.
- Our inability to raise additional or successor funds (or raise successor funds of a comparable size as our predecessor funds) could have a material adverse impact on our business.
- Our investors in future funds may negotiate to pay us lower management fees, reimburse us for fewer expenses or change the economic terms of our future funds, including with respect to transaction fees, management fees or monitoring fees, to be less favorable to us than those of our existing funds, which could materially and adversely affect our revenues or profitability.
- Operational risks may disrupt our businesses, result in losses or limit our growth.
- We may not be successful in executing upon or managing the complexities of new investment strategies, investment products, markets and businesses, which could adversely affect our business, results of operations and financial condition.
- 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 types of investment vehicles may subject us to additional risk of litigation and regulatory scrutiny.
- Our capital markets activities expose us to risks, and our risk management strategy may not be effective or sufficient.
- The historical returns attributable to our funds, including those presented in this report, should not be considered as indicative of the future results of our funds, our insurance subsidiaries or our balance sheet investments, of our future results or the performance of our common stock.
- Certain of our 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.
- We often pursue investment opportunities that involve business, regulatory, legal or other complexities.
- We make large private equity and real assets investments, which involves certain complexities and risks that are not encountered in small- and medium-sized investments.
- We and our funds have made investments in companies that we do not control, exposing us to the risk of decisions made by others with which we may not agree.
- Investors in our real assets core funds in our Private Markets business line may redeem their investments in these funds.
- Inclusion of Global Atlantic's business as a consolidated subsidiary of KKR results in certain incremental risks to KKR, which risks are material and could have a material adverse effect on our results of operations and financial condition. The addition of Global Atlantic’s business may also exacerbate certain existing risks to KKR's business.
- Global Atlantic operates in a highly competitive industry that includes a number of companies, many of which are larger and more well-known, which could limit Global Atlantic's ability to increase or maintain market share and/or margins.
- Global Atlantic is exposed to risks related to natural and man-made disasters and catastrophes, diseases, epidemics, pandemics, malicious acts, war, cyber-attacks, terrorist acts and climate change, which could adversely affect Global Atlantic’s business and financial results.
Reworded Item 1A headings (21)
- Many parts of our earnings and cash flow are highly variable due to the nature of our
[removed: business and we generally do not intend to provide earnings guidance, each of][added: business,] which may cause the value of interests in our business to be volatile. - The investment management
[removed: business is][added: and insurance businesses are] intensely competitive,[removed: which][added: and this competition] could have a material adverse impact on our business. - We are subject to increasing focus by our fund investors,
[removed: our stockholders and][added: stockholders,] regulators [added: and other stakeholders] on environmental, social and governance[removed: ("ESG")]matters. [removed: Our organizational documents do not limit our ability to enter into new lines of businesses, and we][added: We] may expand into new investment strategies, geographic markets and[removed: businesses,][added: businesses and new types of investors,] each of which may result in additional risks and uncertainties in our businesses.- Extensive regulation of our businesses affects our activities and creates the potential for significant liabilities and
[removed: penalties. The possibility of increased regulatory focus or legislative or regulatory changes][added: penalties, which] could materially and adversely affect our business. - Certain Recent and Potential Regulatory
[removed: Changes][added: Developments] [removed: Valuation][added: Our valuation] methodologies for certain assets[removed: in our funds, in our insurance subsidiaries and on our balance sheet]can be subjective and the fair value of assets established pursuant to such [added: subjective] methodologies may never be realized, which could result in significant losses for our funds and us.[removed: Our investments are impacted by various][added: Various] economic conditions and events outside of our control that are difficult to quantify or[removed: predict, which][added: predict] may have a significant impact on the valuation of our investments and, therefore, on[removed: the investment income we realize and]our results of operations and financial condition.- Dependence on significant leverage in
[removed: investments by]our[removed: funds and our balance sheet assets][added: investments] could adversely affect our ability to achieve attractive rates of return on those investments. - Our growth equity strategy invests in emerging and less established companies that are heavily dependent on new
[removed: technologies.][added: technologies where success is less certain.] - Our common stock price may decline due to the large number of shares eligible for future
[removed: sale or for exchange,][added: sale,] and issued or issuable pursuant to our equity incentive plans or as consideration in acquisitions. - Our certificate of incorporation
[removed: also]provides us with a right to acquire all of the then outstanding shares of common stock under specified circumstances, which may adversely affect the price of our common stock and the ability of holders of our common stock to participate in further growth in our stock price. - We intend to pay periodic dividends to the holders of our common stock and preferred stock, but our ability to do so may be limited by our holding company
[removed: structure and][added: structure,] contractual[removed: restrictions.][added: restrictions, our cash flow from operations and available liquidity.] - We will be required to pay our principals for most of the benefits relating to our use of tax attributes we receive from
[removed: prior and]certain[removed: future][added: prior] exchanges of our common stock for KKR Group Partnership[removed: Units and related transactions, and the timing and value of these tax attributes differ from those of our restricted stock units.][added: Units.] - We may from time to time undertake
[removed: internal]reorganizations that may adversely impact our business and results of operations. - Interest rate
[removed: fluctuations and][added: fluctuations, including] sustained periods of low[removed: or high]interest [added: rates, a sustained increase in interest] rates[removed: could][added: and high interest rates, may] adversely affect Global[removed: Atlantic’s][added: Atlantic's] business, financial condition, liquidity, results of operations, cash flows and prospects. - Global Atlantic may experience volatility in its net income under GAAP due to accounting standards for
[removed: derivatives.][added: derivatives and, after January 1, 2023, expects to experience volatility in its financial statements due to accounting standards for long-duration contracts.] - Global
[removed: Atlantic’s][added: Atlantic's] historical growth rates may not be indicative of its future growth,[removed: and]Global Atlantic may not be able to identify attractive insurance markets, reinsurance opportunities or investments with returns that are as favorable as Global[removed: Atlantic’s][added: Atlantic's] historical returns and grow new business volumes at historical[removed: levels.][added: levels, or Global Atlantic may not effectively manage its growth.] - We could be forced to sell investments at a loss to cover policyholder benefits, [added: surrenders,] withdrawals, recaptures or collateralization requirements of Global
[removed: Atlantic’s][added: Atlantic's] reinsurance commitments or other events. - There is U.S. federal income tax risk associated with reinsurance transactions, intercompany transactions and distributions between U.S. companies and their [added: non-U.S.] affiliates.
- Changes in regulations relating to reserves, such as implementation of principle-based
[removed: reserving and implementation of revised mortality tables,][added: reserving,] could adversely impact Global Atlantic's results of operations.
A heading is new when no FY2021 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 FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
522 rewritten, 391 added, 434 removed, 1,249 unchanged
In any such case, the trading price of our securities could decline and you may lose all or part of your [removed: original] investment.
Difficult market and economic conditions can adversely affect our business in many ways, [removed: 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 [removed: negatively] [added: adversely] impact our net [removed: income and] [added: income,] cash [removed: flow and adversely affect our] [added: flow,] financial [removed: prospects] [added: condition] and [removed: condition.][added: prospects.]
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, 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, [added: and] currency exchange rates and [removed: controls, national and international political circumstances (including wars, terrorist acts or security 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.][added: controls.]
[removed: In addition, we] [added: We] may not be able [removed: to] [added: to,] or may choose not [removed: to] [added: to,] manage our exposure to these conditions or events.
If not otherwise offset, [removed: declines in equity markets (including but not limited to multiple contraction), debt markets or commodity markets] [added: the adverse impact of difficult market and economic conditions] would likely cause us to write down the valuations of our investments held by us or in our funds.
[removed: In addition,] [added: Furthermore,] when financing is not available or becomes too costly, it is difficult for potential buyers to raise sufficient capital to purchase our and our funds' investments.
In the event of poor performance by [removed: existing] [added: our current] funds, [added: we would expect] our ability to raise new funds [removed: is] [added: to be significantly] impaired.
During periods of unfavorable fundraising conditions, fund investors may [added: allocate less capital to our funds or] negotiate for lower fees, different fee sharing arrangements [removed: for transaction or other fees,] and other concessions.
The outcome of such negotiations could result in our agreement to terms that are materially less favorable to us than [removed: for] prior [added: terms or terms of] funds [removed: we have managed.][added: advised by our competitors.]
Our current funds, including all [added: of] our 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: In addition, successor] [added: Successor] funds raised by us when such unfavorable circumstances [removed: described above] exist would also likely result in smaller funds than our comparable predecessor funds.
[added: Fund investors could seek to redeploy capital away from] certain of our credit or other [removed: 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.
Any of these developments could materially and adversely affect our future revenues, net income, cash [removed: flow, financial condition] [added: flow] or [removed: ability to retain our employees.][added: financial condition.]
[removed: See "—Our] [added: Our] inability to raise additional or successor funds (or raise successor funds of a comparable size as our predecessor [removed: funds) could have a material adverse impact on our business" and "—Our investors in future] [added: funds), or raise] funds [removed: may negotiate to pay us lower] [added: with as favorable] management fees, [removed: reimburse us for fewer expenses or change the] [added: expense reimbursement and] economic [removed: terms of our future funds,] [added: terms,] including with respect to transaction fees, management fees or monitoring fees, [removed: to be less favorable] [added: as compared] to [removed: us than those of our] existing funds, [removed: which] could materially and adversely affect our revenues or [removed: profitability."][added: profitability.]
During periods of difficult market or economic conditions or [removed: slowdowns (which may occur across one or more industries as well as various sectors or geographies),] [added: events,] the various companies or assets in which we have investments may experience several [removed: issues,] [added: negative consequences,] including decreased revenues, increased costs, credit rating downgrades, difficulty in obtaining financing and even severe financial losses or insolvency.
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 [removed: materially,] [added: 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.
In addition, [removed: during periods of difficult market or economic conditions or slowdowns,] our and our funds' portfolio companies may have difficulty [removed: in] expanding their businesses and operations or become unable to pay [removed: their] expenses or other obligations as they become due, including amounts payable to us.
To the extent the operating performance of such portfolio companies (as well as valuation multiples) deteriorate or do not improve, we or our funds may sell those assets at values that are less than we projected or even at a loss, thereby significantly affecting our respective performance and [removed: consequently] [added: consequently,] our operating results and cash flow and resulting in lower or no carried interest being paid to us.
[removed: Finally,] [added: Conversely,] low interest rates related to monetary stimulus, economic stagnation or deflation may negatively impact expected returns on all types of investments as the demand for relatively higher return assets increases and the supply decreases.
[removed: As a result, adverse] [added: Adverse] conditions in financial markets as described above, as well as lower level of transaction activities involving our funds' investments, which can be unpredictable and outside [added: of] our control, may negatively impact both the frequency and size of fees generated by our capital markets business.
Actual or perceived stressed conditions, volatility and disruptions in financial asset classes or various capital markets can have an adverse effect on Global Atlantic, [removed: both] because [removed: such conditions may decrease the returns on, and value of, its investment portfolio and because] Global Atlantic's benefit and claim liabilities are sensitive to changing market factors, in particular Global Atlantic's fixed-indexed annuity and indexed universal life products and products with guaranteed minimum withdrawal or surrender or secondary guarantee features.
In times of economic hardship, Global Atlantic's policyholders may choose to defer paying insurance premiums, stop paying insurance premiums altogether or surrender their [removed: policies.][added: policies, or there could be an elevated rate of defaults within certain of Global Atlantic's investments.]
Global Atlantic has [removed: in the past] [added: from time to time] experienced an elevated incidence of life insurance claims [removed: as a result] [added: during periods] of increased unemployment, which impacts policyholder health and life expectancy and [removed: has] [added: may] adversely [removed: impacted] [added: impact] utilization of benefits relative to Global [removed: Atlantic’s] [added: Atlantic's] assumptions.
For a discussion of interest rate risks on our insurance business, see "—Risks Related to Global Atlantic–Interest rate [removed: fluctuations and] [added: fluctuations, including] sustained periods of low [removed: or high] interest [added: rates, a sustained increase in interest] rates [removed: could] [added: and high interest rates, may] adversely affect Global [removed: Atlantic’s] [added: Atlantic's] business, financial condition, liquidity, results of operations, cash flows and prospects."
COVID-19 [removed: has caused, and continues to cause,] [added: caused] severe disruptions to the U.S. and global [removed: economics.][added: economies in the past and may in the future cause additional severe disruptions.]
[removed: In connection with these declarations, various governments] [added: Governments] around the world have instituted [removed: measures] [added: measures, at various times,] to slow the [removed: transmissions] [added: transmission] of COVID-19, which substantially [removed: restrict] [added: restricted] individual and business [removed: activities.][added: activities and could be reinstated in the future.]
These measures [removed: have included,] [added: could include,] for example, closures of non-essential businesses, limitations of crowd size, stay-at-home orders, quarantines, heightened border controls, limitations on [removed: travel,] [added: travel] and [added: the conduct of business, and] vaccination and testing mandates.
Governments in the United States and around the world [removed: have] responded [removed: with] [added: with, and may further respond with,] fiscal and monetary stimuli that aim to provide emergency assistance to individuals and businesses negatively impacted by [removed: COVID-19, which may be withdrawn or allowed to expire.][added: COVID-19.]
The outbreak of COVID-19 and the actions taken in response [removed: have had far reaching impact on the U.S. and global economies, which has] contributed to significant volatility in the financial markets, resulting in increased volatility in equity prices (including our common stock), lower interest rates, supply chain disruptions, [added: such as simultaneous supply] and [added: demand shock to global, regional and national economies, and] an increase in inflationary pressures.
[removed: We believe COVID-19’s] [added: The] adverse impact on our business, financial performance and operating results [removed: will] [added: by a public health crises, pandemic and epidemic could] be significantly driven by a number of factors that we are unable to predict or control, including, for example: new strains of [removed: COVID-19] [added: viruses] that cause [removed: the severity and duration of the pandemic to worsen] [added: severe illness] or [removed: extend; the pandemic’s impact on the U.S. and global economies;] [added: death like COVID-19;] the effectiveness of governmental responses to the [removed: pandemic,] [added: public health crisis, pandemic or epidemic,] including the extension, amendment or withdrawal of any programs or initiatives established by governments; [added: and] the timing and speed of economic [removed: recovery, including adverse economic pressures like rising inflation and less accommodative monetary stimulus; and the negative impact on our fund investors, vendors and other business partners that may indirectly adversely affect us.][added: recovery.]
The impact of [removed: COVID-19] [added: a public health crisis, pandemic or epidemic] may also exacerbate the other risks discussed in this report.
[removed: Changes] [added: Changes] in the debt financing markets may negatively impact the ability of [added: Global Atlantic or] our investment funds, their portfolio companies and strategies pursued with our balance sheet assets to obtain attractive financing for their [added: and our] 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 [removed: income.][added: income or negatively impact our business in other ways.]
In [removed: the event that] [added: addition, if] our funds are unable to obtain committed debt financing for potential acquisitions or can only obtain debt at an increased interest rate or on unfavorable terms, our funds may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, either of which could lead to a decrease in the investment income earned by us.
Similarly, [added: the issuance of CLOs and] certain of the strategies pursued with our balance sheet assets rely on the use of leverage, including [removed: the issuance of CLOs, and other] [added: various] secured and unsecured borrowings.
Our ability to generate returns on these assets would be reduced to the extent that changes in market conditions, including [removed: one or more increases by the U.S. Federal Reserve of its benchmark interest rate or market driven] changes to [added: short-,] medium- or long-term interest rates, cause the cost of our financing to increase relative to the income that can be derived from the assets acquired [removed: and] [added: or] financed.
For example, [added: Global Atlantic's] calculations of required insurance capital may move with market movements and result in greater capital needs during economic downturns.
[removed: Transition] [added: Transition] away from LIBOR as a benchmark reference for interest rates may affect the cost of capital and [removed: requires] [added: require] 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 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 [removed: condition.][added: condition.]
[removed: A substantial portion of] [added: Although we have amended the agreements governing our corporate revolving] credit [added: facility and our capital markets revolving credit facilities to remediate LIBOR-based loans, certain credit] assets held by our investment funds and our insurance subsidiaries and long-term indebtedness incurred by us, our investment funds, our insurance subsidiaries and our portfolio companies [removed: bears] [added: bear] interest at variable interest rates, [removed: primarily based on] [added: including rates linked to] LIBOR.
In January 2021, International Swaps and Derivatives Association [removed: also] amended the definitions used in derivative contracts to incorporate [removed: SOFR] [added: Secured Overnight Financing Rate ("SOFR")] as the successor rate to LIBOR.
[added: 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.
The following risk factors have been organized by category; however, many of the risks are interrelated, and as a result, should be read together to fully understand the risks involved with investing in our securities regardless of whether a cross-reference is included in any particular risk factor to another risk factor.
See also "Business—Competition," "Business—Regulation" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of certain business, competitive, regulatory, market and economic conditions that may affect our business, financial condition and results of operations.
The impact of these conditions may, and likely would, also exacerbate many of the other risks discussed in this report.
Periods of difficult conditions or events like the ones identified above may occur across one or more industries as well as various sectors or geographies, and, even if general market and economic or other conditions improve broadly, adverse conditions in particular countries, industries, sectors or asset classes may cause our business performance to suffer.
These financial markets and economic conditions are outside our control and may affect (i) the value of the investments and other assets held in our funds, in our insurance subsidiaries and on our balance sheet, (ii) opportunities for us (including our insurance companies) and our funds to make, exit and realize value from our investments, (iii) our ability to find suitable investments or secure financing for investments on attractive terms, (iv) our ability to raise capital for new or successor funds on attractive terms, and (v) our capital markets business including the frequency and size of fees generated by it.
Similarly, during periods of high interest rates, investors may favor certain investments like government debt, which they may view as producing a higher risk-adjusted return over investments in our funds, particularly if the spread between these other investments and investments in our funds declines.
Global equity and credit markets have a substantial effect on our financial condition and results of operations.
Tightening liquidity conditions in equity and credit capital markets affect the availability and cost of capital for us and our portfolio companies, and the increased cost of credit or degradation in debt financing terms may adversely impact our ability to identify and execute investments on attractive terms, which would adversely impact our ability to generate incentive fees and carried interest.
Market and economic conditions also impact our insurance business in ways in addition to impacting the value of its investment portfolio, as discussed above.
In the quarter ended December 31, 2022, Global Atlantic increased its current expected credit loss allowance on its loan portfolio in part as a result of changes in economic conditions.
For further discussion of the impact of difficult market and economic conditions on our investments, see "—Risks Related to the Assets We Manage—Various economic conditions and events outside of our control that are difficult to quantify or predict may have a significant impact on the valuation of our investments and, therefore, on our results of operations and financial condition."
Geopolitical developments and other local and global events outside of our control can, and periodically do, adversely impact us and our portfolio companies.
Geopolitical developments and other local and global events outside of our control, including, without limitation, trade conflict, sanctions (reciprocal or unilateral), trade barriers, civil unrest, national and international political circumstances (including outbreak of war, terrorist acts or security operations) can, and occasionally do, adversely impact our portfolio companies and our other investments around the world.
Even where an investment strategy does not directly target a region or a country that is experiencing one of the aforementioned events, we may still be materially adversely affected by the occurrence of such events as a result of indirect exposure we or our portfolio companies may have through other interconnectivities described in these risk factors, including supply chains, commodity prices and general macroeconomic
exposure.
We may be wholly ineffective in managing these risks.
These risks have increased in both scale and complexity over the past year due to intensifying geopolitical competition and conflicts, including the Russian invasion of Ukraine, heightened geopolitical tension between major world economies, heightened levels of political populism leading to regulatory volatility, and increased attention to trans-national threats, including climate change.
Any escalation in an actual or perceived trade war or barriers to investment between the U.S. and other countries or regions could chill or limit business opportunities, and otherwise negatively affect our investment opportunities, the performance of our funds, and the revenues and profitability of our portfolio companies.
Trade wars or other governmental actions related to tariffs or international trade agreements and policies that materially constrain cross-border flows of investment have the potential to increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of companies whose businesses rely on goods imported from or exported to any country impacted by such policies.
In addition, tariff increases may adversely affect our suppliers and certain other customers of our portfolio companies, which could amplify any negative impact on our operating results or future cash flows.
Escalation in tensions between the U.S. (as well as other major economies) and China, the inability of the U.S. and China to reach further trade agreements, the continued use of reciprocal sanctions by each country, or broadening implementation of investment restriction regimes in or related to China, may contribute to a slowing of global economic growth and adversely affect the revenues and profitability of our funds' portfolio companies.
The U.S. government has implemented and expanded a number of economic and trade sanctions programs and export controls that target Chinese entities and nationals on national security grounds, and has imposed restrictions on acquiring and retaining interests in the securities of certain Chinese entities.
For example, the Russia-Ukraine conflict, including the sanctions imposed in response to Russia's invasion of Ukraine, have exacerbated and may further exacerbate these issues and trends, including with respect to oil and gas prices.
Policies, such as restrictions on exports of food, have also increased globally as a result of Russia's invasion of Ukraine.
The significant expansion of the sanctions lists in the EU, the UK, the U.S., Canada (and other jurisdictions) and targeting of major financial institutions, in addition to other measures to limit Russia's access to global financial markets and systems may impact our operations and valuations of our portfolio companies.
It is not possible to predict the broader or longer-term consequences of this conflict, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates, exchange controls and financial markets.
Public health crises, such as COVID-19, may continue to occur from time to time, which could directly and indirectly adversely impact us and our portfolio companies.
It is impossible to predict with certainty the possible future business and economic ramifications arising from the COVID-19 pandemic or any other public health crisis, pandemic or epidemic, including but not limited to potential adverse impacts on: (i) our stock price, (ii) the valuations of our and our funds' investments and our financial results, (iii) our and our portfolio companies' business operations, as well as those of entities of which we or our funds are creditors, and our and their other counterparties, such suppliers and customers, including planning, strategy, execution, portfolio management, fundraising, and other aspects of business operations, (iv) our ability to conduct current and new business, raise new funds, write new insurance policies and complete investments, (v) our ability to successfully exit existing investments, (vi) the ability of us or our portfolio companies to meet our respective financial obligations, such as principal or interest payment obligations or satisfaction of financial covenants, (vii) portfolio companies in certain industries, including but not limited to, those in the travel, entertainment and hospitality industries, (viii) workplace, consumer, insurance, contract and other forms of litigation that exposes us, our portfolio companies, suppliers, customers, debtors and other counterparties to risks and claims of a magnitude and nature that we cannot now anticipate, (ix) mortality, morbidity and insurance policyholder behavior, such as surrenders or lapses, (x) operational risks, including heightened cybersecurity risk exacerbated by the COVID-19 pandemic and remote work by our employees, and (xi) our employees' well-being, morale and productivity and our ability to retain existing employees and hire new employees needed for our current business or the future growth of our business.
Changes in the debt financing markets, including the impact of changes in interest rates, may negatively affect our business in many ways, which could adversely impact our net income, cash flow, financial condition and prospects.
During periods of rising or higher interest rates, which occurred in 2022 and may continue to occur in 2023, certain investments with floating interest rate loans may have greater challenges in meeting 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.
Any of these events could result in defaults, foreclosures or bankruptcies, which would likely reduce the value of our investments and could result in decreased net income.
An increase in interest rates and other changes in the financial markets could also negatively impact the values of certain assets or investments and the ability of our balance sheet assets, funds and their portfolio companies, and finance vehicles to access the capital markets on attractive terms, which could adversely affect investment and realization opportunities, lead to lower-yielding investments and potentially decrease our net income.
For further information on the impact of interest rates on our valuation methodologies, see "—Risks Related to the Assets We Manage—Various economic conditions and events outside of our control that are difficult to quantify or predict may have a significant impact on the valuation of our investments and, therefore, on our results of operations and financial condition."
Transition away from LIBOR as a benchmark reference for interest rates may result in additional costs or adversely affect our or our funds' liquidity, results of operations and financial condition.
LIBOR and certain other floating rate benchmark indices to which our floating rate debt is tied are the subject of recent national, international and regulatory guidance and proposals for reform.
Furthermore, on December 16, 2022, the U.S. Board of Governors of the Federal Reserve System (the "Federal Reserve Board") adopted the final rule that implements the Adjustable Interest Rate (LIBOR) Act by identifying benchmark rates based on SOFR that will replace LIBOR in certain financial contracts after June 30, 2022.
In situations where our existing LIBOR-based contracts do not contain clear fallback language governing the transition to a successor reference rate, we or our funds could incur increased costs, including litigation-related costs, related to the determination of an appropriate successor rate, which could have an adverse impact on us, our investments and our funds.
Such uncertainty could give rise to widespread disputes,
- continue to support and grow our insurance business;
- grow and expand our businesses generally, including by acquiring or launching new, complementary or adjacent businesses;
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.
Such financial markets and economic conditions are outside our control and may affect the level and volatility of securities prices and liquidity and as a result, the value of our investments and our financial results.
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.
Our profitability may also be materially and adversely affected by our fixed costs and the possibility that we would be unable to scale back other costs within a time frame sufficient to match any decreases in net income relating to a downturn in market and economic conditions.
Unfavorable market and economic conditions may reduce opportunities for us and our funds to make, exit and realize value from 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 or secure financing for investments on attractive terms.
Such conditions may also result in reduced opportunities for 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, we and our funds may experience greater difficulty in realizing value from investments.
We generally raise capital for a successor fund following the substantial and successful deployment of capital from the existing fund.
Fund investors may also seek to redeploy capital away from
Even if economic and market conditions do improve broadly, adverse conditions in particular sectors may also cause our performance to suffer.
Our insurance business is materially affected by market and economic conditions as well.
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 March 2020, the World Health Organization declared COVID-19 to be a pandemic and the United States declared a national emergency due to the outbreak.
The number of COVID-19 cases rebounded in many countries around the world throughout the year, including the United States, especially after more infectious strains of the virus have spread globally.
Although a number of vaccines for COVID-19 have been developed, the effectiveness of widespread vaccination is uncertain, and these vaccines have been, and may in the future be, less effective against any new mutated strains of the virus.
We are monitoring developments relating to the global spread of COVID-19 and continuing to assess the potential for adverse impact on our business, including the investment funds we manage and the portfolio companies owned by us and our funds.
In addition, we have implemented various initiatives intended to reduce the impact of COVID-19, such as mandatory vaccination and/or testing and ability to work remotely from home, while also seeking to maintain business continuity.
The scale and scope of the COVID-19 pandemic may heighten the potential adverse effects on our business, financial performance and operating results, which may be material and affect us in ways that we cannot foresee at this time.
Many of the adverse ways in which COVID-19 may impact us have already materialized and adversely affected (or may in the future materialize and adversely affect) our stock price, our portfolio valuations, and the operations of our businesses and the businesses of our portfolio companies, as well as the businesses of entities of which we or our funds are creditors, and our and their other counterparties, including suppliers and customers.
These risks may, in the future, become even more significant than is currently the case or than is currently anticipated.
Although it is impossible to predict with certainty the potential full magnitude of the business and economic ramifications, COVID-19 has impacted, and may further impact, our business in various ways, including but not limited to:
- Difficult market and economic conditions may adversely impact the valuations of our and our funds' investments, particularly if the value of an investment is determined in whole or in part by reference to public equity markets.
Valuations of our and our funds' investments are generally correlated to the performance of the relevant equity and debt markets, which have been affected by governmental actions, including fiscal and monetary stimulus and withdrawal of stimulus.
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;
- 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 with whom we or our funds have loaned money or otherwise do 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 outsized effects on particular business sectors, including for example, severe supply chain disruptions.
The future trajectory of the COVID-19 crisis is subject to a complex interplay of epidemiological, technological, social, psychological, economic and political factors that are generally beyond our ability to forecast or control.
In this environment, historical comparisons may be of little or no value, while the risk and uncertainty associated with a large number of business decisions are materially increased;
- Future limitations on travel and social distancing requirements implemented in response to COVID-19 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
are permitted to invest in alternative assets like the strategies of our investment funds when there is a decline in public equity markets.
Further, the COVID-19 crisis may cause fund investors or policyholders to change their investment strategies in manners that we cannot now foresee, and that may additionally and negatively affect our ability to raise funds or write new insurance policies from traditional or other sources;
- While the market dislocation caused by COVID-19 would expect to present attractive investment opportunities, due to increased volatility in the financial markets, we may not be able to complete those investments;
- Depending on the future impacts of 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;
- Our portfolio companies are facing or may face in the future increased credit and liquidity risk due to volatility in financial markets, reduced revenue streams, and limited or higher cost of access to preferred sources of funding, which may result in potential impairment of our or our funds’ equity investments.
Changes in the debt financing markets are impacting, or, if the volatility in the financial market continues, may in the future impact, the ability of our portfolio companies to meet their respective financial obligations.
We and our funds may experience similar difficulties, and certain funds have been subject to margin calls when the value of securities that collateralize their margin loan decreased substantially;
- Borrowers of loans, notes and other credit instruments in our credit funds’ portfolio 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 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 returns.
An excerpt. Shown here: 40 of 522 rewritten, 40 of 391 added and 40 of 434 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
586 rewritten, 1,000 added, 415 removed, 1,070 unchanged
[removed: *Economic] [added: Economic] and Market [removed: Conditions*][added: Conditions]
[removed: Economic Conditions.][added: Economic Conditions]
Global and regional economic [removed: conditions, including those caused by the COVID-19 pandemic,] [added: conditions can each] have substantial impact on our [added: business,] financial condition and results of [removed: operations, impacting] [added: operations in various ways, including] the [removed: values] [added: valuations] of [removed: the investments we make,] our [added: investments, our] ability to exit these investments profitably, our ability to raise capital from investors, and our ability to make new investments.
[removed: In February 2022,] [added: As noted above, the] actions taken by Russia in the Ukraine [added: starting in February 2022] have [removed: also led to uncertainty and volatility.][added: caused volatility in the commodities markets.]
[removed: Estimated real] [added: Real] GDP in China [removed: grew] [added: is estimated to have increased] by [removed: 8.0%] [added: 3.0%] for the year ended December 31, [removed: 2021,] [added: 2022,] compared to growth of [removed: 2.2%] [added: 8.4%] reported for the year ended December 31, [removed: 2020.][added: 2021.]
[removed: Estimated core] [added: Core] inflation in China was [removed: 1.0%] [added: 0.7%] on a year-over-year basis as of December 31, [removed: 2021,] [added: 2022,] down from [removed: 2.5%] [added: 1.2%] on a year-over-year basis as of December 31, [removed: 2020.][added: 2021.]
In Japan, real GDP growth for the year ended December 31, [removed: 2021] [added: 2022,] is estimated to [removed: be 1.8%, up] [added: have been 1.3%, down] from [removed: -4.6%] [added: 2.3%] for the year ended December 31, [removed: 2020.][added: 2021.]
[removed: Core] [added: In Japan, core] inflation [added: rose to 1.6%] on a year-over-year basis [removed: in Japan is estimated to have been -0.2%] as of December 31, [removed: 2021, down] [added: 2022, up] from [removed: 0%] [added: -1.3%] on a year-over-year basis as of December 31, [removed: 2020.][added: 2021.]
[removed: In Japan, the] [added: The] short-term benchmark interest rate set by the Bank of Japan was -0.1% as of December 31, [removed: 2021,] [added: 2022,] unchanged from December 31, [removed: 2020.][added: 2021.]
[removed: As noted above, the U.S.] [added: The] Federal Reserve [added: Board] has [added: continued to raise interest rates and has] indicated that it is prepared to take [added: decisive] action to manage inflation, including raising [removed: interests rates, tapering its asset purchases] [added: interest rates further] and shrinking the size of its balance sheet.
[removed: In addition, commodity prices are generally expected to rise in inflationary environments, and] [added: Relatedly,] foreign exchange rates are often affected by [removed: countries] [added: countries’] monetary and fiscal responses to inflationary trends.
The [removed: Russian-Ukraine] [added: Russia-Ukraine] conflict, including the sanctions imposed in response to Russia's [removed: actions in February 2022,] [added: invasion of Ukraine, have exacerbated and] may [added: further] exacerbate these issues and [removed: trends.][added: trends globally, including by increasing oil and gas prices and price volatility.]
Areas that have [removed: ongoing] central bank quantitative easing [added: or tightening] campaigns [removed: and comparatively low] [added: affecting their] interest rates relative to the United States could potentially experience further currency volatility [removed: and weakness] relative to the U.S. dollar.
[removed: Higher interest rates,] [added: In our insurance segment,] periods of [removed: changes in rates and lower] [added: rising or higher interest] rates [removed: each] [added: as we are currently experiencing] may result in differing impacts on Global Atlantic’s business.
In our asset management [removed: business,] [added: segment,] 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.
[added: - Equity Markets.] For the year ended December 31, [removed: 2021,] [added: 2022,] global equity markets were [removed: positive,] [added: negative,] with the S&P 500 [removed: up 29.5%] [added: down 18.1%] and the MSCI World Index [removed: up 22.5%] [added: down 17.7%] 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: 17.2] [added: 21.7] as of December 31, [removed: 2021, decreasing] [added: 2022, increasing] from [removed: 22.8] [added: 17.2] as of December 31, [removed: 2020.][added: 2021.]
[removed: Many] [added: In addition, many] of our [removed: investments, particularly in asset management,] [added: investments] are in non-investment grade credit [removed: instruments, and, particularly in insurance, in] [added: instruments and] investment grade credit instruments.
[removed: Consequently, any decrease in the value of credit instruments that we have] invested in or any increase in the cost of credit financing reduces our returns and decreases our net income.
[added: - Credit Markets.] During the year ended December 31, [removed: 2021,] [added: 2022,] U.S. investment grade corporate bond spreads (BofA Merrill Lynch US Corporate Index) [removed: tightened] [added: widened] by [removed: 5] [added: 40] basis points and U.S. high-yield corporate bond spreads (BofAML HY Master II Index) [removed: tightened] [added: widened] by [removed: 77] [added: 171] basis points.
The non-investment grade credit indices were [removed: up] [added: down] during the year ended December 31, [removed: 2021,] [added: 2022,] with the S&P/LSTA Leveraged Loan Index [removed: up 5.2%] [added: down 0.6%] and the BAML US High Yield Index [removed: up 5.4%.][added: down 11.2%.]
During the year ended December 31, [removed: 2021,] [added: 2022,] 10-year government bond yields rose [removed: 60] [added: 236] basis points in the United States, rose [removed: 77] [added: 6] basis points in [removed: the United Kingdom,] [added: China,] rose [removed: 39] [added: 35] basis points in [removed: Germany, fell 37] [added: Japan, rose 270] basis points in [removed: China,] [added: the UK] and rose [removed: 5] [added: 275] basis points in [removed: Japan.][added: Germany.]
[added: - Foreign Exchange Rates.] For the year ended December 31, [removed: 2021,] [added: 2022,] the euro fell [removed: 6.9%,] [added: 5.8%,] the British pound [removed: fell 1.0%,] [added: 10.7%,] the Japanese yen [removed: fell 10.3%,] [added: 12.2%,] and the Chinese renminbi [removed: rose 2.7%,] [added: fell 7.9%,] respectively, relative to the U.S. dollar.
Our [removed: Private Markets] [added: Real Assets business line] portfolio contains energy real asset investments, and certain of our other Private [removed: Markets] [added: Equity, Real Assets] and [removed: Public Markets] [added: Credit and Liquid Strategies business line] strategies have investments in or related to the energy sector.
[added: - Commodity Markets.] During the year ended December 31, [removed: 2021,] [added: 2022,] the 3-year forward price of WTI crude oil increased approximately [removed: 37%,] [added: 11.3%,] and the 3-year forward price of natural gas increased [added: from] approximately [removed: 17%.][added: $3.43 per MMBtu to $4.99 per MMBtu as of December 31, 2021 and December 31, 2022.]
[removed: In addition, to] [added: To] the extent energy real asset investments are directly held by our balance sheet, price movements can have an amplified impact on our financial results, as we [removed: would] directly bear the full extent of such gains or losses, subject to hedging.
We consolidate the financial results of KKR Group Partnership and its consolidated entities, which include the accounts of our investment 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: collateralized financing entities ("CFEs").][added: CFEs.]
We acquired Global Atlantic on February 1, 2021; accordingly, the results of Global Atlantic's insurance operations included in our consolidated results of operations for the year ended December 31, 2021 are from February 1, 2021 (the closing date of the [removed: acquisition)] [added: GA Acquisition)] through December 31, 2021.
For a further discussion of [removed: our consolidation policies,] [added: this guidance,] see Note 2 "Summary of Significant Accounting [removed: Policies"] [added: Policies—Future application of accounting standards"] in our financial statements.
[removed: Key] [added: Basis of Accounting and Key] Financial Measures [removed: Under GAAP - Asset Management][added: under GAAP]
[removed: *Fees] [added: Fees] and [removed: Other*][added: Other]
Fees and other consist primarily of (i) management and incentive fees from providing investment management services to unconsolidated funds, CLOs, other vehicles, and separately managed accounts; (ii) transaction fees earned in connection with successful investment transactions and from capital markets activities; (iii) monitoring fees from providing services to portfolio companies; (iv) expense reimbursements from certain investment funds and portfolio companies; [removed: (v) revenue earned by oil] and [removed: gas entities that are consolidated; and (vi)] [added: (v)] consulting fees.
[removed: These] fees are based on the contractual terms of the governing agreements and are recognized when earned, which coincides with the period during which the related services are performed and in the case of transaction fees, upon closing of the transaction.
[removed: *Capital] [added: Capital] Allocation-Based Income [removed: (Loss)*][added: (Loss)]
For a further discussion [removed: of] [added: about] our [removed: revenue] [added: critical accounting] policies, see Note 2 "Summary of Significant Accounting Policies" in our financial statements included [removed: elsewhere] in this report.
Compensation and Benefits expense includes (i) base cash compensation consisting of salaries and wages, (ii) benefits, (iii) carry pool allocations, (iv) equity-based [removed: compensation,] [added: compensation] and (v) discretionary cash bonuses.
Because these ranges are applied to applicable [removed: distributable] [added: asset management segment] revenue components independently, and on an annual basis, the amount paid as a percentage of total [removed: distributable revenues] [added: asset management segment revenue] will vary and will, for example, likely be higher in a period with relatively higher realized carried interest and lower in a period with relatively lower realized carried interest.
We decide whether to pay a discretionary cash bonus and determine the percentage of applicable revenue components to pay compensation only upon the [added: occurrence of the realization event.]
Assuming that we had accrued compensation of (i) 65% of the unrealized carried interest earned by the funds that allocate 40% and 43% to the carry pool and (ii) 15% of the unrealized net gains in our Principal Activities business line (in each case at the mid-point of the ranges above), KKR & Co. Inc. Stockholders’ Equity – [removed: Series I and II Preferred,] Common Stock as of December 31, [removed: 2021] [added: 2022] would have been reduced by approximately [removed: $2.66] [added: $1.46] per share, compared to our reported [removed: $27.64] [added: $19.29] per share on such date, and our book value as of December 31, [removed: 2021] [added: 2022] would have been reduced by approximately [removed: $2.58] [added: $1.42] per adjusted share, compared to our reported book value of [removed: $28.77] [added: $26.73] per adjusted share on such date.
On the Sunset Date [removed: (as defined in the Reorganization Agreement),] [added: (which will not be later than December 31, 2026),] KKR will acquire control of KKR Associates Holdings and will commence making decisions regarding the allocation of carry proceeds pursuant to the limited partnership agreement of KKR Associates Holdings.
Our asset management and insurance businesses are materially affected by the economic conditions of, and financial markets in, the United States, the EU, China, Japan, and other countries.
During the year ended December 31, 2022, the global economy continued to recover from the impact of the COVID-19 pandemic; however, many countries and regions, including the United States, showed signs of slowing economic activity, potentially indicating the early stages of a recession.
Economic activity began to be adversely impacted by the effects of monetary and fiscal policy tightening as years of fiscal stimulus from governments and accommodative monetary policy from global central banks began to wane as central banks took measures to combat significant inflationary pressures at multi-decade highs in many major economies around the world.
Inflation presented a headwind for many country and regional economies in which we operate.
As a result of these and other actions by central banks, overall macro conditions began to transition by the fourth quarter of 2022 with less focus on inflation’s impact on repricing capital markets and moving towards a period where high rates and inflation began to put significant pressure on corporate profits and consumer balance sheets.
By year-end 2022, inflation began to show signs of peaking on a year-over-year basis in the U.S. and in certain other regions, but remained elevated in absolute terms.
Labor disputes, shortages of material and skilled labor, work stoppages and increasing labor costs can also adversely impact us and the assets we manage.
Despite various economic headwinds, several key economic indicators in the U.S., including employment have demonstrated resilience in 2022.
During 2022, the growth in economic activity and demand for goods and services, alongside supply chain complications, contributed to these significant inflationary pressures.
Various supply bottlenecks ranging from dynamic zero-COVID policy to shifting Russia-Ukraine supply chains to U.S. domestic semiconductor industry output shortages as a result of restrictions on trade with Chinese semiconductor companies contributed to inflationary pressure throughout much of 2022.
In the United States and many other countries, laws designed to protect national security or to restrict foreign direct investment continued to proliferate in 2022, which adversely affected the business and investment environments in various ways.
These and related concerns, such as rising interest rates and geopolitical uncertainty in countries such as China, Russia, Belarus and the Ukraine, contributed to substantial market volatility, equity and credit market declines and increased pressures on labor supply.
In the Eurozone, disruptions to European energy markets and Russia’s ongoing invasion of Ukraine adversely affected the business environment.
Protectionist policies, such as restrictions on exports of food, have also increased globally as a result of Russia's invasion of Ukraine.
As of December 31, 2022, we have no investments in any portfolio companies whose executive
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headquarters are located in Russia, Ukraine or Belarus, and we believe that the direct exposure of our investment portfolio to Russia, Ukraine and Belarus is insignificant.
In addition, the Chinese economy experienced headwinds related to the ongoing slowdown in China’s property sector and the effects of the government’s zero-COVID policies.
In Japan, the economic recovery from COVID-19 continued, despite higher energy costs and significant volatility in currency markets.
Several relevant key economic indicators in the U.S. and in other countries and areas in which our business operates include:
- Inflation. The U.S. core consumer price index rose 5.7% on a year-over-year basis as of December 31, 2022, up from 5.5% on a year-over-year basis as of December 31, 2021.
Euro Area core inflation was 5.2% as of December 31, 2022, up from 2.6% as of December 31, 2021.
- Interest Rates. The effective federal funds rate set by the Federal Reserve Board was 4.33% as of December 31, 2022, up from 0.1% as of December 31, 2021.
The Federal Reserve raised interest rates by 75 basis points in November, and 50 basis points in December, leading to increased market volatility.
The short-term benchmark interest rate set by the European Central Bank was 2.5% as of December 31, 2022, up from 0.0% as of December 31, 2021.
- GDP. In the United States, real GDP is estimated to have expanded by 2.1% for the year ended December 31, 2022, compared to an expansion of 5.9% for the year ended December 31, 2021.
Euro Area real GDP growth was 3.2% as of December 31, 2022, up from 5.3% as of December 31, 2021.
- Unemployment. The U.S. unemployment rate was 3.5% as of December 31, 2022, down from 3.9% as of December 31, 2021.
The unemployment rate in China was 5.5% as of December 31, 2022, up from 5.1% as of December 31, 2021.
The unemployment rate in Japan was 2.5% as of December 31, 2022, down from 2.7% as of December 31, 2021.
In addition, Euro Area unemployment was 6.5% as of December 31, 2022, up from 7.0% as of December 31, 2021.
Market Conditions
Equity, credit, commodity and foreign exchange markets in the United States and in other countries and areas in which we have made investments each can have a material effect on our financial condition and results of operations.
Volatility across global equity and credit markets, alongside shifting liquidity conditions in new issue activity across equity and non-investment grade credit markets, have adversely impacted (and may continue to adversely impact) our financial results and the volume of capital markets activity, the level of transaction fees that our Capital Markets business line is able to earn, the valuation of our portfolio companies, the investment income that we recognize and our ability to deploy our, and our funds', capital.
For our investments that are publicly listed and thus have readily observable market prices, global equity market price declines had (and may continue to have) a direct impact on valuation.
For many other of our investments, these markets had an indirect materially adverse impact on many of our investment valuations as we typically utilize market multiples as a critical input to ascertain fair value of our investments that do not have readily observable market prices.
Many of our funds invest or have the flexibility to invest a significant portion of their assets in the equity, debt, loans or other securities of issuers that are based outside of the United States.
A substantial amount of these investments consist of private equity investments made by our private equity funds.
For example, as of December 31, 2022, approximately 50% of the capital invested in those funds was attributable to non-U.S. investments.
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.
The historical consolidated financial data discussed below reflects the historical results and financial position of KKR and does not reflect the Global Atlantic acquisition.
Impact of COVID-19. The outbreak of COVID-19 continues to impact the United States and other countries throughout the world.
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 condition".
As a global investment firm, we are affected by financial and economic conditions globally.
Financial and economic conditions in the United States, European Union, Japan, China, and other major economies are significant contributors to the global economy.
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 the United States, real GDP is estimated to have expanded by 5.6% for the year ended December 31, 2021, compared to a contraction of 3.4% in the prior year; the U.S. unemployment rate was 3.9% as of December 31, 2021, from 6.7% as of December 31, 2020; the U.S. core consumer price index rose 5.5% on a year-over-year basis as of December 31, 2021, up from 1.6% on a year-over-year basis as of December 31, 2020; and the effective federal funds rate set by the U.S. Federal Reserve was 0.1% as of December 31, 2021, flat from 0.1% as of December 31, 2020.
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.
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, the Euro Area rebounded into expansion as real GDP is estimated to have risen by 5.1% for the year ended December 31, 2021 compared to a contraction of 6.4% in the prior year; the Euro Area unemployment is estimated to have been 7.2% as of December 31, 2021, down from 8.1% as of December 31, 2020; Euro Area core inflation was 2.6% on a year-over-year basis as of December 31, 2021, up from 0.2% on a year-over-year basis as of December 31, 2020; and the short-term benchmark interest rate set by the European Central Bank was 0.0% as of December 31, 2021, unchanged from December 31, 2020.
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.
In Japan, the economy has begun to embark on post-pandemic economic recovery.
These and other key issues could have repercussions across regional and global financial markets, which could adversely affect the valuations of our investments.
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.
Other key issues include (i) 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, economic nationalist sentiments, tensions surrounding socioeconomic inequality issues, and partisan sentiments in the United States, all of which have potentially global ramifications with regards to policy, (iv) regulatory changes regarding, for example, taxation, international trade, cross-border investments, immigration, stimulus programs and rising levels of debt, (v) increased volatility and/or downturn in equity or credit markets, (vi) unexpected shifts in central banks' monetary policies, and (vii) technological advancements and innovations that may disrupt marketplaces and businesses.
For a further discussion of how market conditions may affect our businesses, see "Risk Factors—Risks Related to Our Business—Difficult market and economic conditions can adversely affect our business in many ways, including by reducing the value or performance of the investments that we manage or by reducing the ability of our funds to raise or deploy capital, each of which could negatively impact our net income and cash flow and adversely affect our financial condition." In 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.
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.”
Equity and Credit Markets.
Global equity and credit markets have a substantial effect on our financial condition and results of operations.
In general, a climate of reasonable interest rates and high levels of liquidity in the debt and equity capital markets provide a positive environment for us to generate attractive investment returns, which also impacts our ability to generate incentive fees and carried interest.
Periods of volatility and dislocation in the capital markets raise substantial risks, but also can present us with opportunities to invest at reduced valuations that position us for future growth and investment returns.
Low interest rates related to monetary stimulus and economic stagnation may negatively impact expected returns on all types of investments.
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.
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.
For a discussion of our valuation methods, see “Risk Factors—Risks Related to the Assets We Manage—Our investments are impacted by various economic conditions and events outside of our control that are difficult to quantify or predict, which may have a significant impact on the valuation of our investments and, therefore, on the investment income we realize and our results of operations and financial condition” and see also “—Critical Accounting Policies—Fair Value Measurements—Level III Valuation 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.
Due in part to holdings of credit instruments such as CLOs on our balance sheet, the performance of the credit markets has had an amplified impact on our financial results, as we directly bear the full extent of losses from credit instruments on our balance sheet.
Credit markets can also impact valuations because a discounted cash flow analysis is generally used as one of the methodologies to ascertain the fair value of our investments that do not have readily observable market prices.
In addition, with respect to our credit instruments, tightening credit spreads are generally expected to lead to an increase, and widening credit spreads are generally expected to lead to a decrease, in the value of these credit investments, if not offset by hedging or other factors.
In addition, the significant widening of credit spreads is also typically expected to negatively impact equity markets, which in turn would negatively impact our portfolio and us as noted above.
Conversely, widening credit spreads may have a positive impact on our insurance business, as the margin Global Atlantic is able to earn between crediting rates offered on its insurance products and the investment income it earns from its credit investments should increase, and tightening credit spreads may negatively impact the pricing and therefore competitiveness of Global Atlantic’s products, adversely impacting sales and growth, or may negatively impact the margins that Global Atlantic earns on sales and transactions.
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.
For a further discussion of how market conditions may affect our businesses, see “Risk Factors—Risks Related to Our Business—Difficult market and economic conditions can adversely affect our business in many ways, including by reducing the value or performance of the investments that we manage or by reducing the ability of our funds to raise or deploy capital, each of which could negatively impact our net income and cash flow and adversely affect our financial condition” 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.”
For further discussion of the impact of global credit markets on our financial condition and results of operations, see "Risk Factors—Risks Related to the Assets We Manage—Changes in the debt financing markets may negatively impact the ability of our investment funds, their portfolio companies and strategies pursued with our balance sheet assets to obtain attractive financing for their investments or to refinance existing debt and may increase the cost of such financing or refinancing if it is obtained, which could lead to lower-yielding investments and potentially decrease our net income," "Risk Factors—Risks Related to the Assets We Manage—Our investments are impacted by various economic conditions and events outside of our control that are difficult to quantify or predict, which may have a significant impact on the valuation of our investments and, therefore, on the investment income we realize and our results of operations and financial condition," "Risk Factors—Risks Related to the Assets We Manage—Our funds and our firm through our balance sheet may make a limited number of investments, or investments that are concentrated in certain issuers, geographic regions or asset types, which could negatively affect our performance or the performance of our funds to the extent those concentrated assets perform poorly" and "Risk Factors—Risks Related to Global Atlantic—Interest rate fluctuations and sustained periods of low or high interest rates could adversely affect Global Atlantic’s business, financial condition, liquidity, results of operations, cash flows and prospects." For a further discussion of our valuation methods, see "—Critical Accounting Policies—Fair Value Measurements—Level III Valuation Methodologies."
Foreign Exchange Rates.
The appreciation or depreciation of the U.S. dollar is expected to contribute to a decrease or increase, respectively, in the U.S. dollar value of our non-U.S. investments to the extent unhedged.
An excerpt. Shown here: 40 of 586 rewritten, 40 of 1,000 added and 40 of 415 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 FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
58 rewritten, 17 added, 8 removed, 167 unchanged
Global Atlantic has material exposure to market volatility in interest rates, credit [removed: spreads] [added: spreads,] and equity prices through its insurance liabilities, many of which are structured to have exposure to market level changes, its investment portfolio and its hedge program.
[removed: Asset Management][added: *Asset Management*]
[removed: Insurance][added: *Insurance*]
For a discussion of Global Atlantic's hedge program, see "—Insurance Segment Market Risks—Hedge [removed: Program".][added: Program."]
KKR has [removed: an investment management] [added: a risk] and [removed: distribution] [added: operations] committee comprised of senior employees [added: from] across our Asset Management business [removed: lines,] and [added: operations, and] it includes our [removed: Co-Chief Executive Officers and] Chief [added: Operating Officer, Chief] Financial [added: Officer, Chief Legal Officer, General Counsel, and Chief Compliance] Officer.
KKR has a [removed: risk] [added: global conflicts] and [removed: operations] [added: compliance] committee comprised of senior employees from across our Asset Management business and operations, and it [removed: includes] [added: includes, among others,] our Chief [removed: Operating] [added: Financial] Officer, Chief [removed: Financial] [added: Legal] Officer, General [removed: Counsel,] [added: Counsel] and Chief Compliance Officer.
This committee is aided by various other committees focused on the oversight of risks to our business, including a global conflicts and compliance [removed: committee and a technology and information security] committee.
[removed: KKR's] [added: The] global conflicts and compliance committee [removed: is responsible for analyzing and addressing] [added: focuses on] new or potential conflicts of interest that may arise in KKR's business, [removed: including] [added: including, but not limited to,] conflicts relating to specific transactions as well as potential conflicts involving the overall activities of KKR and its various businesses.
The TGAFG board includes among its members [added: one of] our Co-Chief Executive Officers.
[removed: Changes] [added: *Changes] in Fair [removed: Value][added: Value*]
The majority of our investments as of December 31, [removed: 2021,] [added: 2022,] are reported at fair value.
Based on investments held as of December 31, [removed: 2021,] [added: 2022,] 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.
The actual impact to individual line items within the consolidated statements of operations would differ from the amounts shown below as a result of (i) the [removed: inclusion of amounts attributable to KKR Holdings in individual line items within the consolidated statement of operations, (ii) the] elimination of management fees and carried interest as a result of the consolidation of certain investment funds and [removed: CFEs,] [added: CFEs] and [removed: (iii)] [added: (ii)] the gross-up of net gains (losses) from investment activities, in each case as a result of the consolidation of certain investment funds and CFEs.
Based on the fair value of investments as of December 31, [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] from reductions in the following items, if not offset by other factors:
| [added: Hypothetical] 10% Decline in Fair Value of Investments (1) | | | | | | $ | [removed: 33,959] [added: 43,743] | | (2) | | | $ | [removed: 685,824] [added: 714,236] | | (3) | | | $ | [removed: 1,236,343] [added: 1,757,368] | | (3) | | |
Since the majority of our incentive fees are [removed: earned at December 31st or September 30th of each calendar year and are] not subject to clawback, a 10% decline in fair value would generally result in the recognition of no incentive fees on a prospective basis and result in lower net income relative to prior years where such incentive fees may have been earned.
[removed: Management Fees][added: *Management Fees*]
Our management fees in our Private [removed: Markets] [added: Equity and Real Assets] business [removed: line] [added: lines] are generally calculated based on the amount of capital committed or invested by a fund, as described under "Business—Our [removed: Business Lines—Private Markets."] [added: Business—Private Equity" and "Business—Our Business—Real Assets."] Accordingly, movements in the fair value of investments do not significantly affect the amount of fees we may charge in Private [removed: Markets] [added: Equity and Real Assets] funds.
Management fees in our infrastructure funds are calculated based on the [removed: net asset value ("NAV")] [added: NAV] of the fund and, in some cases, we additionally earn management fees on the fund's remaining commitment.
In the case of our [removed: Public Markets] [added: Credit and Liquid Strategies] business line, management fees are often calculated based on the average NAV of the fund for that particular period, although certain funds in our [removed: Public Markets] [added: Credit and Liquid Strategies] business line have management fees based on the amount of capital invested.
For the year ended December 31, [removed: 2021,] [added: 2022,] the fund management fees that were recognized based on the NAV of the applicable funds was approximately [removed: 24%.][added: 17%.]
[removed: Publicly] [added: *Publicly] Traded [removed: Securities][added: Securities*]
The actual impact to individual line items within the statements of operations would differ from the amounts shown below as a result of (i) the [removed: inclusion of amounts attributable to KKR Holdings in individual line items within the consolidated statement of operations, (ii) the] elimination of carried interest as a result of the consolidation of certain investment [removed: funds,] [added: funds] and [removed: (iii)] [added: (ii)] the gross-up of net gains (losses) from investment activities, in each case as a result of the consolidation of certain investment funds and CLO vehicles.
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: 2021] [added: 2022] (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: 2022] [added: 2023] from reductions in the following items, net of the impact of foreign exchange hedging strategies, if not offset by other factors:
| [added: Hypothetical] 10% Decline in Foreign Currencies Against the U.S. Dollar (1) | | | | | | $ | [removed: 183,349] [added: 110,914] | | (2) | | | $ | [removed: 151,497] [added: 231,732] | | (2) | | |
[removed: Valuation] [added: *Valuation] of [removed: Investments][added: Investments*]
[removed: Interest Income][added: *Interest Income*]
The impact on net income attributable to KKR & Co. Inc. resulting from a decrease of a hypothetical 100 basis points in variable interest rates used in the recognition of interest income would not be expected to be material since [removed: (i) many variable rate credit investments are subject to floors as described above and (ii)] a substantial portion of this decrease would be attributable to noncontrolling [removed: interests.][added: interests and CLO third party noteholders.]
[removed: Interest Expense][added: *Interest Expense*]
With respect to consolidated funds and CLOs, the impact on net income attributable to KKR & Co. Inc. resulting from an increase of a hypothetical 100 basis points in variable interest rates used in the recognition of interest expense would not be expected to be material since a substantial portion of this increase would be attributable to noncontrolling [removed: interests.][added: interests and third party CLO noteholders.]
With respect to debt obligations held by KKR and not in the consolidated funds or CLOs, as of December 31, [removed: 2021,] [added: 2022,] KKR had debt obligations outstanding with an aggregate principal amount of approximately $258.5 million that accrues interest at a variable rate.
[removed: *Hedge Program*][added: Hedge Program]
For Global Atlantic's variable [removed: policies, including variable] annuity [removed: 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.
See "Risk Factors—Risks Related to Global [added: Atlantic—Business 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 [added: Atlantic—Business 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.
[removed: *Sensitivities*][added: Sensitivities]
[removed: *Interest] [added: Interest] rate [removed: risk*][added: risk]
Changes in fair value of the foregoing are generally recorded as gains or losses in the consolidated statement of [removed: operations.][added: operations, or in the statement of comprehensive income for unrealized gains and losses on available for sale securities.]
[removed: Effect] [added: *Effect] of interest rate [removed: sensitivity][added: sensitivity*]
In the table below, Global Atlantic estimates the impact of a 50 basis point increase/(decrease) in interest rates, from a parallel shift in the yield curve, from levels as of December 31, [removed: 2021] [added: 2022] to its net income and shareholders’ equity, excluding AOCI.
| | | | | | | Hypothetical [removed: change(1)] [added: change] | | | | | | | | |
[Table of Co](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[n](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[tents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
*Asset Management*
This committee focuses on the most significant operating and business risks, which includes, among others, regulatory, cyber, operational, geopolitical, and reputational risks.
In addition, KKR has other committees comprised of senior employees across our Asset Management business and operations that consider potential risks to our business.
*Insurance*
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| | | | | | | December 31, 2022 | | | | | | | | |
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| | | | | | | December 31, 2022 | | | | | | | | |
| | | | | | | December 31, 2022 | | | | | | | | |
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| | | | | | | December 31, 2022 | | | | | | | | |
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The firm uses various committees to help manage market risk and general business risks.
The investment management and distribution committee focuses on coordinating investment and distribution activities across the firm.
Our Chief Financial Officer, General Counsel, and Chief Compliance Officer are included as members of this committee.
However, the contractual interest rate structure for a large portion of our credit investments bearing variable rates have "floors," which establish a minimum rate of interest that will be earned.
In the current low interest rate environment, a large portion of the credit investments held by us and our consolidated funds, including CLOs, are earning interest marginally above the contractual floor and therefore, for these investments, a decrease in variable interest rates would not materially impact the amount of interest income earned.
| | | | | | | December 31, 2021 | | | | | | | | |
_________________
Sensitivities as of December 31, 2021 include a macro equity hedge position established in December 2018.
An excerpt. Shown here: 40 of 58 rewritten, all 17 added and all 8 removed. The counts are complete. For every sentence, read Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK in the FY2022 filing and the FY2021 filing.
Item 1. BUSINESS
292 rewritten, 225 added, 149 removed, 479 unchanged
Throughout our history, we have consistently been a leader in the private equity industry, having completed more than [removed: 650] [added: 690] private equity investments in portfolio companies with a total transaction value in excess of [removed: $675] [added: $700] billion as of December 31, [removed: 2021.][added: 2022.]
Since the inception of our firm in 1976, we have expanded our investment strategies and product offerings from traditional private equity to areas such as leveraged credit, alternative credit, infrastructure, energy, real estate, growth equity, [removed: core] [added: core,] and impact investments.
Global Atlantic is a leading [removed: U.S.] 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.
Global Atlantic primarily generates income by earning a spread [added: on assets under management, as the difference] between its [added: net] investment income and the cost of policyholder benefits.
As of December 31, [removed: 2021,] [added: 2022,] Global Atlantic served approximately three million policyholders.
We operate in two [removed: segments,] [added: segments:] our asset management business [removed: and, beginning in the first quarter of 2021,] [added: and] our insurance business.
In our asset management business, we have [removed: four] [added: five] business lines: (1) Private [removed: Markets,] [added: Equity,] (2) [removed: Public Markets,] [added: Real Assets,] (3) [added: Credit and Liquid Strategies, (4)] Capital Markets, and [removed: (4)] [added: (5)] Principal Activities.
As an asset management firm, we earn fees, including [added: management fees and] incentive fees, and carried interest for providing investment management and other services to our funds, vehicles, CLOs, managed accounts and portfolio companies, and we generate [removed: transaction-specific income] [added: transaction fees] from capital markets transactions.
As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 90%] [added: 91%] of our AUM consists of capital that is [added: either] not subject to redemption for at least 8 years from inception [removed: and] [added: or] what we refer to as perpetual capital.
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 [removed: termination." We believe that these aspects of our business help us continue to grow our asset management business and deliver strong investment performance] [added: termination"] in [removed: a variety] [added: the "Risk Factors" section] of [removed: economic and financial conditions.][added: this report.]
As of December 31, [removed: 2021,] [added: 2022,] we and our employees and other personnel have approximately [removed: $26.9] [added: $28.1] billion invested in or committed to our own funds and portfolio companies, including [removed: $11.1] [added: $13.0] billion of capital funded from our balance sheet, [removed: $11.9] [added: $10.4] billion of additional capital committed by our balance sheet to our investment funds, [removed: $2.8] [added: $3.2] billion funded from personal investments, and [removed: $1.1] [added: $1.5] billion of additional capital commitments from personal investments.
Through our Private [removed: Markets] [added: Equity] business line, we manage and sponsor a group of private equity funds that invest capital for long-term appreciation, either through controlling ownership of a company or strategic minority positions.
[removed: We also] [added: Through our Real Assets business line, we] manage and sponsor [removed: investment] [added: a group of real assets] funds [added: and accounts] that invest capital in [removed: real assets, such as] infrastructure, real estate, [removed: and] [added: or] energy.
Our Private [removed: Markets] [added: Equity] business line includes separately managed accounts that invest in multiple strategies, which may include our credit [removed: strategies] [added: and real assets strategies,] as well as our private equity [removed: and real assets] strategies.
The following chart presents the growth in the AUM of our Private [removed: Markets] [added: Equity] business line from December [removed: 2005] [added: 31, 2018] through December 31, [removed: 2021.][added: 2022.]
[removed: ][added: ($ in billions)]
The table below presents information as of December 31, [removed: 2021,] [added: 2022,] relating to our current private equity and [removed: real asset funds and] other investment vehicles [added: reported] in our Private [removed: Markets] [added: Equity] 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: 2021.][added: 2022.]
| | | | Investment Period [removed: (1)] | | | | | | [added: | | |] Amount ($ in millions) | | | | | | | | | | | | | | | | | | | | | | | |
| | | | [removed: Start Date] [added: Start Date(1)] | | | [removed: End Date] [added: End Date (2)] | | | [added: | | |] Commitment [removed: (2)] [added: (3)] | | | Uncalled Commitments | | | Percentage Committed by General Partner | | | Invested | | | Realized | | | Remaining Cost [removed: (3)] [added: (4)] | | | Remaining Fair Value | | | Gross Accrued Carried Interest | | |
[removed: |] Private [removed: Equity Funds | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |][added: Equity]
| North America Fund XIII | | | [removed: 6/2021] [added: 8/2021] | | | [removed: 6/2027] [added: 8/2027] | | | [added: | | |] $ | [removed: 17,749] [added: 18,400] | | $ | [removed: 17,749] [added: 13,231] | | [removed: 6%] [added: 3%] | | | $ | [removed: —] [added: 5,169] | | $ | — | | $ | [removed: —] [added: 5,169] | | $ | [removed: —] [added: 5,349] | | $ | — | |
| 2006 Fund [removed: (4)] [added: (5)] | | | 9/2006 | | | 9/2012 | | | [added: | | |] 17,642 | | | 247 | | | 2% | | | 17,309 | | | [removed: 34,744] [added: 37,336] | | | [removed: 1,649] [added: 24] | | | [removed: 2,781] [added: 93] | | | [removed: 278] [added: 11] | | |
| Millennium Fund [removed: (4)] [added: (5)] | | | 12/2002 | | | 12/2008 | | | [added: | | |] 6,000 | | | — | | | 3% | | | 6,000 | | | 14,123 | | | — | | | 6 | | | 1 | | |
| European Fund III [removed: (4)] [added: (5)] | | | 3/2008 | | | 3/2014 | | | [removed: 5,509] | | | [removed: 150] [added: 5,503] | | | [added: 143 | | |] 5% | | | 5,360 | | | 10,604 | | | 669 | | | [removed: 175] [added: 97] | | | [removed: (20)] [added: (30)] | | |
| European Fund II [removed: (4)] [added: (5)] | | | 11/2005 | | | 10/2008 | | | [added: | | |] 5,751 | | | — | | | 2% | | | 5,751 | | | 8,507 | | | — | | | 34 | | | — | | |
| Asian Fund IV | | | 7/2020 | | | 7/2026 | | | [added: | | |] 14,735 | | | [removed: 12,056] [added: 9,768] | | | [removed: 7%] [added: 4%] | | | [removed: 2,679] [added: 5,008] | | | [removed: —] [added: 41] | | | [removed: 2,679] [added: 4,940] | | | [removed: 2,937] [added: 5,561] | | | — | | |
| Asian Fund [removed: (4)] [added: (5)] | | | 7/2007 | | | 4/2013 | | | [added: | | |] 3,983 | | | — | | | 3% | | | 3,974 | | | 8,728 | | | 110 | | | [removed: 23] [added: 10] | | | [removed: 4] [added: 1] | | |
| China Growth Fund [removed: (4)] [added: (5)] | | | 11/2010 | | | 11/2016 | | | [added: | | |] 1,010 | | | — | | | 1% | | | 1,010 | | | [removed: 1,056] [added: 1,065] | | | [removed: 330] [added: 322] | | | [removed: 249] [added: 169] | | | [removed: (3)] [added: (17)] | | |
| Next Generation Technology Growth Fund | | | 3/2016 | | | 12/2019 | | | [added: | | |] 659 | | | 4 | | | 22% | | | 666 | | | [removed: 810] [added: 870] | | | [removed: 359] [added: 362] | | | [removed: 1,529] [added: 1,055] | | | [removed: 128] [added: 82] | | |
| Health Care Strategic Growth Fund II | | | 5/2021 | | | 5/2027 | | | [removed: 3,789] | | | 3,789 | | | [added: 3,414 | | |] 4% | | | [removed: —] [added: 375] | | | — | | | [removed: —] [added: 375] | | | [removed: —] [added: 392] | | | — | | |
| Health Care Strategic Growth Fund | | | 12/2016 | | | [removed: 5/2021] [added: 4/2021] | | | [added: | | |] 1,331 | | | [removed: 522] [added: 292] | | | 11% | | | [removed: 939] [added: 1,169] | | | 196 | | | [removed: 834] [added: 1,058] | | | [removed: 1,261] [added: 1,550] | | | [removed: 62] [added: 69] | | |
[removed: |] Real Assets [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Energy Income and Growth Fund II | | | [removed: 6/2018] [added: 8/2018] | | | 8/2022 | | | [removed: 994] | | | [removed: 415] [added: $] | [added: 994] | | [added: $ | — | |] 20% | | | [removed: 772] [added: $] | [added: 1,187] | | [removed: 193] [added: $] | [added: 193] | | [removed: 610] [added: $] | [added: 1,024] | | [removed: 814] [added: $] | [added: 1,769] | | [removed: 13] [added: $] | [added: 48] | |
| Energy Income and Growth Fund | | | 9/2013 | | | 6/2018 | | | [added: | | |] 1,974 | | | — | | | 13% | | | 1,974 | | | [removed: 912] [added: 1,050] | | | [removed: 1,174] [added: 1,009] | | | [removed: 670] [added: 612] | | | — | | |
| Natural Resources Fund [removed: (4)] [added: (5)] | | | Various | | | Various | | | [added: | | |] 887 | | | — | | | Various | | | 887 | | | [removed: 123] [added: 132] | | | [removed: 193] [added: 171] | | | [removed: 46] [added: 40] | | | — | | |
| Global Infrastructure Investors IV | | | [removed: 6/2021] [added: 8/2021] | | | [removed: 6/2027] [added: 8/2027] | | | [removed: 15,778] | | | [removed: 15,778] [added: 16,545] | | | [removed: 3%] [added: 9,671] | | | [removed: —] [added: 2%] | | | [removed: —] [added: 6,964] | | | [removed: —] [added: 88] | | | [removed: —] [added: 6,899] | | | [removed: —] [added: 6,946] | | | [added: 1 | | |]
| Global Infrastructure Investors | | | [removed: 9/2011] [added: 9/2010] | | | 10/2014 | | | [added: | | |] 1,040 | | | — | | | 5% | | | 1,050 | | | 2,228 | | | — | | | — | | | — | | |
| Real Estate Partners Americas III | | | [removed: 12/2020] [added: 1/2021] | | | 1/2025 | | | [added: | | |] 4,253 | | | [removed: 3,167] [added: 1,808] | | | 5% | | | [removed: 1,086] [added: 2,500] | | | [removed: —] [added: 167] | | | [removed: 1,086] [added: 2,425] | | | [removed: 1,196] [added: 2,428] | | | — | | |
| Real Estate Partners Americas | | | 5/2013 | | | 5/2017 | | | [added: | | |] 1,229 | | | [removed: 142] [added: 136] | | | 16% | | | [removed: 1,016] [added: 1,023] | | | [removed: 1,405] [added: 1,408] | | | [removed: 142] [added: 95] | | | [removed: 67] [added: 53] | | | [removed: 2] [added: (1)] | | |
Previously, we had four business lines where Private Equity and Real Assets were reported as one Private Markets business line.
In addition, prior to the second quarter of 2022, our Credit and Liquid Strategies business line was named Public Markets.
We believe that these aspects of our business help us continue to grow our asset management business and deliver strong investment performance in a variety of economic and financial conditions.
Overview
As of December 31, 2022, our Private Equity business line had $165.1 billion of AUM, consisting of $115.3 billion in traditional private equity, including $33.7 billion in core equity and $16.1 billion in growth equity, which includes $3.9 billion of impact investments.
Our Private Equity business line consists of the following strategies:
Private Equity Assets Under Management and Select Fund Performance Information
Assets Under Management
| Private Equity Business Line | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Americas Fund XII | | | 5/2017 | | | 5/2021 | | | | | | 13,500 | | | 1,579 | | | 4% | | | 12,419 | | | 5,591 | | | 11,150 | | | 17,439 | | | 1,245 | | |
| North America Fund XI | | | 11/2012 | | | 1/2017 | | | | | | 8,718 | | | 156 | | | 3% | | | 10,024 | | | 22,643 | | | 2,798 | | | 3,722 | | | 247 | | |
| European Fund VI | | | 6/2022 | | | 6/2028 | | | | | | 7,449 | | | 7,449 | | | 10% | | | — | | | — | | | — | | | — | | | — | | |
| European Fund V | | | 7/2019 | | | 2/2022 | | | | | | 6,322 | | | 1,020 | | | 2% | | | 5,372 | | | 917 | | | 5,213 | | | 5,951 | | | 236 | | |
| European Fund IV | | | 2/2015 | | | 3/2019 | | | | | | 3,511 | | | 5 | | | 6% | | | 3,637 | | | 5,122 | | | 1,848 | | | 2,742 | | | 178 | | |
| Asian Fund III | | | 8/2017 | | | 7/2020 | | | | | | 9,000 | | | 1,521 | | | 6% | | | 7,909 | | | 5,031 | | | 6,643 | | | 10,826 | | | 779 | | |
| Asian Fund II | | | 10/2013 | | | 3/2017 | | | | | | 5,825 | | | — | | | 1% | | | 7,185 | | | 6,337 | | | 3,033 | | | 2,164 | | | (346) | | |
| Next Generation Technology Growth Fund III | | | 11/2022 | | | 11/2028 | | | | | | 2,358 | | | 2,358 | | | 8% | | | — | | | — | | | — | | | — | | | — | | |
| Next Generation Technology Growth Fund II | | | 12/2019 | | | 5/2022 | | | | | | 2,088 | | | 277 | | | 7% | | | 2,008 | | | 306 | | | 1,860 | | | 2,499 | | | 120 | | |
| Global Impact Fund II | | | 6/2022 | | | 6/2028 | | | | | | 1,981 | | | 1,981 | | | 7% | | | — | | | — | | | — | | | — | | | — | | |
| Global Impact Fund | | | 2/2019 | | | 3/2022 | | | | | | 1,242 | | | 250 | | | 8% | | | 1,142 | | | 215 | | | 1,032 | | | 1,610 | | | 115 | | |
| Co-Investment Vehicles and Other | | | Various | | | Various | | | | | | 17,595 | | | 5,619 | | | Various | | | 12,347 | | | 7,880 | | | 8,703 | | | 10,804 | | | 975 | | |
| Core Investment Vehicles | | | Various | | | Various | | | | | | 24,753 | | | 12,298 | | | 30% | | | 13,293 | | | 872 | | | 12,934 | | | 21,359 | | | 215 | | |
| Total Private Equity | | | | | | | | | | | | $ | 187,281 | | $ | 65,748 | | | | | $ | 127,127 | | $ | 136,384 | | $ | 68,243 | | $ | 93,432 | | $ | 3,881 | |
(1)The start date represents the start of the fund's investment period as defined in the fund's governing documents and may or may not be the same as the date upon which management fees begin to accrue.
For further information on management fee calculations, see Note 2 "Summary of Significant Accounting Policies" in our financial statements.
(2)The end date represents the end of the fund's investment period as defined in the fund's governing documents and is generally not the date upon which management fees cease to be paid.
For further information on management fee calculations, see Note 2 "Summary of Significant Accounting Policies" in our financial statements.
Private Equity Investment Process and Fund Characteristics
Overview
These funds and accounts are managed by Kohlberg Kravis Roberts & Co. L.P. or one of its subsidiaries.
As of December 31, 2022, our Real Assets business line had $118.6 billion of AUM, consisting of $64.4 billion in real estate (of which $35.6 billion is real estate credit and $28.8 billion is real estate equity), $50.5 billion in infrastructure, and $3.7 billion in energy.
We established a dedicated infrastructure team and strategy in 2008 focused on global investment opportunities with an emphasis on investments in assets and businesses located in the member countries of the Organisation for Economic Co-operation and Development.
In January 2020, we expanded our strategy to include investment opportunities in the Asia-Pacific region.
In 2020, we established the Diversified Core Infrastructure Fund as our first dedicated open-ended core infrastructure fund.
In addition, in April 2022 we acquired KJRM, one of the largest Japanese real estate asset managers in Japan.
KJRM manages diversified real estate assets including retail, office and mixed used properties through two Tokyo Stock Exchange-listed real estate investment trusts: Japan Metropolitan Fund Investment Corporation and Industrial & Infrastructure Fund Investment Corporation.
Real Assets Under Management and Select Fund Performance Information
(1)AUM of acquired businesses are included in the years on and after the completion of the respective acquisitions or transactions, as applicable.
The table below presents information as of December 31, 2022, relating to our current real asset funds 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, 2022.
Private Markets
As of December 31, 2021, our Private Markets business line had $257.0 billion of AUM, consisting of $153.3 billion in private equity (including growth equity, core and impact investments), $83.3 billion in real assets (including infrastructure, real estate, and energy) and $20.4 billion in other related strategies.
(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.) on October 1, 2009, and therefore exclude the net asset value of that vehicle and its former commitments to our investment funds.
In 2015 our definition of AUM was amended to include (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 capital.
AUM for all prior periods has been adjusted to include such changes.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | | |
| 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 | | |
| 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 | | |
| Next Generation Technology Growth Fund II | | | 12/2019 | | | 12/2025 | | | 2,088 | | | 796 | | | 7% | | | 1,489 | | | 259 | | | 1,352 | | | 2,218 | | | 157 | | |
| 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 | | |
| 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 | | |
| Asia Pacific Infrastructure Investors | | | 1/2020 | | | 1/2026 | | | 3,792 | | | 2,738 | | | 7% | | | 1,311 | | | 258 | | | 1,161 | | | 1,302 | | | 33 | | |
| Diversified Core Infrastructure Fund | | | 12/2020 | | | (5) | | | 6,939 | | | 5,054 | | | 7% | | | 1,889 | | | 54 | | | 1,885 | | | 1,931 | | | — | | |
| Real Estate Partners Americas II | | | 5/2017 | | | 12/2020 | | | 1,921 | | | 266 | | | 8% | | | 1,892 | | | 1,973 | | | 816 | | | 1,096 | | | 140 | | |
| 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 | | |
| Property Partners Americas | | | 12/2019 | | | (5) | | | 2,463 | | | 460 | | | 20% | | | 2,003 | | | 60 | | | 2,003 | | | 2,474 | | | 20 | | |
| Co-Investment Vehicles and Other | | | Various | | | Various | | | 4,880 | | | 715 | | | Various | | | 3,912 | | | 1,579 | | | 3,436 | | | 3,515 | | | 14 | | |
| Real Assets | | | | | | | | | 63,829 | | | 35,147 | | | | | | 29,317 | | | 15,132 | | | 21,111 | | | 22,562 | | | 294 | | |
| Private Markets Total | | | | | | | | | $ | 235,463 | | $ | 101,372 | | | | | $ | 139,566 | | $ | 136,939 | | $ | 77,991 | | $ | 123,819 | | $ | 8,475 | |
(1)The start date represents the date on which the general partner of the applicable fund commenced investment of the fund's capital or the date of the first closing.
The end date represents the earlier of (i) the date on which the general partner of the applicable fund was or will be required by the fund's governing agreement to cease making investments (other than reserved amounts) on behalf of the fund, unless extended by a vote of the fund investors, and (ii) the date on which the last investment was made.
Performance
Amount Invested and Total Value for
Private Markets Investment Funds
As of December 31, 2021
| 2006 Fund (2006) | | | 17,642 | | | 17,309 | | | | | | 34,744 | | | 2,781 | | | | | | 37,525 | | | | | | 12.0 | | % | 9.4 | | % | 2.2 | | |
| China Growth Fund (2010) | | | 1,010 | | | 1,010 | | | | | | 1,056 | | | 249 | | | | | | 1,305 | | | | | | 6.3 | | % | 2.2 | | % | 1.3 | | |
| North America Fund XI (2012) | | | 8,718 | | | 9,752 | | | | | | 16,367 | | | 8,659 | | | | | | 25,026 | | | | | | 24.5 | | % | 19.9 | | % | 2.6 | | |
An excerpt. Shown here: 40 of 292 rewritten, 40 of 225 added and 40 of 149 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Item 3. LEGAL PROCEEDINGS.
1 rewritten, 0 added, 0 removed, 0 unchanged
For a discussion of KKR's legal proceedings, see the section entitled "Litigation" appearing in Note [removed: 24] [added: 25] "Commitments and Contingencies" in our financial statements included elsewhere in this report, which is incorporated herein by reference.
Cover and table of contents
57 rewritten, 33 added, 38 removed, 171 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
The aggregate market value of common stock of the registrant held by non-affiliates as of June 30, [removed: 2021,] [added: 2022,] was approximately [removed: $33.1] [added: $29.9] billion.
As of February 24, [removed: 2022,] [added: 2023,] the registrant had [removed: 591,145,410] [added: 861,107,985] shares of common stock outstanding.
For the Year Ended December 31, [removed: 2021][added: 2022]
| Item 1A. | | | [Risk [removed: Factors](#i82942269e85547c6b206e864d0a7ce7e_322)] [added: Factors](#i8806e51b8c7d49bcaebc65ca53a819e4_3751)] | | | [removed: [42](#i82942269e85547c6b206e864d0a7ce7e_322)] [added: [44](#i8806e51b8c7d49bcaebc65ca53a819e4_3751)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i82942269e85547c6b206e864d0a7ce7e_340)] [added: Comments](#i8806e51b8c7d49bcaebc65ca53a819e4_391)] | | | [removed: [126](#i82942269e85547c6b206e864d0a7ce7e_340)] [added: [129](#i8806e51b8c7d49bcaebc65ca53a819e4_391)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i82942269e85547c6b206e864d0a7ce7e_283)] [added: Disclosures](#i8806e51b8c7d49bcaebc65ca53a819e4_289)] | | | [removed: [126](#i82942269e85547c6b206e864d0a7ce7e_283)] [added: [129](#i8806e51b8c7d49bcaebc65ca53a819e4_289)] | | |
| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i82942269e85547c6b206e864d0a7ce7e_415)] [added: Securities](#i8806e51b8c7d49bcaebc65ca53a819e4_409)] | | | [removed: [127](#i82942269e85547c6b206e864d0a7ce7e_415)] [added: [130](#i8806e51b8c7d49bcaebc65ca53a819e4_409)] | | |
| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i82942269e85547c6b206e864d0a7ce7e_124)] [added: Operations](#i8806e51b8c7d49bcaebc65ca53a819e4_118)] | | | [removed: [130](#i82942269e85547c6b206e864d0a7ce7e_124)] [added: [132](#i8806e51b8c7d49bcaebc65ca53a819e4_118)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i82942269e85547c6b206e864d0a7ce7e_421)] [added: Risk](#i8806e51b8c7d49bcaebc65ca53a819e4_415)] | | | [removed: [201](#i82942269e85547c6b206e864d0a7ce7e_421)] [added: [211](#i8806e51b8c7d49bcaebc65ca53a819e4_415)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i82942269e85547c6b206e864d0a7ce7e_22)] [added: Data](#i8806e51b8c7d49bcaebc65ca53a819e4_16)] | | | [removed: [210](#i82942269e85547c6b206e864d0a7ce7e_22)] [added: [220](#i8806e51b8c7d49bcaebc65ca53a819e4_16)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i82942269e85547c6b206e864d0a7ce7e_424)] [added: Disclosure](#i8806e51b8c7d49bcaebc65ca53a819e4_445)] | | | [removed: [345](#i82942269e85547c6b206e864d0a7ce7e_424)] [added: [365](#i8806e51b8c7d49bcaebc65ca53a819e4_445)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i82942269e85547c6b206e864d0a7ce7e_427)] [added: Procedures](#i8806e51b8c7d49bcaebc65ca53a819e4_448)] | | | [removed: [345](#i82942269e85547c6b206e864d0a7ce7e_427)] [added: [365](#i8806e51b8c7d49bcaebc65ca53a819e4_448)] | | |
| Item 9B. | | | [Other [removed: Information](#i82942269e85547c6b206e864d0a7ce7e_3317)] [added: Information](#i8806e51b8c7d49bcaebc65ca53a819e4_454)] | | | [removed: [346](#i82942269e85547c6b206e864d0a7ce7e_3317)] [added: [366](#i8806e51b8c7d49bcaebc65ca53a819e4_454)] | | |
| Item 9C. | | | [removed: [D](#i82942269e85547c6b206e864d0a7ce7e_3521)[isclosure] [added: [Disclosure] Regarding [removed: Forei](#i82942269e85547c6b206e864d0a7ce7e_3521)[gn] [added: Foreign] Jurisdictions that Prevent [removed: Inspections](#i82942269e85547c6b206e864d0a7ce7e_3521)] [added: Inspections](#i8806e51b8c7d49bcaebc65ca53a819e4_451)] | | | [removed: [346](#i82942269e85547c6b206e864d0a7ce7e_3521)] [added: [366](#i8806e51b8c7d49bcaebc65ca53a819e4_451)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i82942269e85547c6b206e864d0a7ce7e_388)] [added: Governance](#i8806e51b8c7d49bcaebc65ca53a819e4_460)] | | | [removed: [347](#i82942269e85547c6b206e864d0a7ce7e_388)] [added: [367](#i8806e51b8c7d49bcaebc65ca53a819e4_460)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i82942269e85547c6b206e864d0a7ce7e_391)] [added: Compensation](#i8806e51b8c7d49bcaebc65ca53a819e4_463)] | | | [removed: [353](#i82942269e85547c6b206e864d0a7ce7e_391)] [added: [375](#i8806e51b8c7d49bcaebc65ca53a819e4_463)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i82942269e85547c6b206e864d0a7ce7e_394)] [added: Matters](#i8806e51b8c7d49bcaebc65ca53a819e4_466)] | | | [removed: [370](#i82942269e85547c6b206e864d0a7ce7e_394)] [added: [390](#i8806e51b8c7d49bcaebc65ca53a819e4_466)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i82942269e85547c6b206e864d0a7ce7e_397)] [added: Independence](#i8806e51b8c7d49bcaebc65ca53a819e4_469)] | | | [removed: [373](#i82942269e85547c6b206e864d0a7ce7e_397)] [added: [392](#i8806e51b8c7d49bcaebc65ca53a819e4_469)] | | |
| Item 14. | | | [Principal [removed: Accounting Fees] [added: Account](#i8806e51b8c7d49bcaebc65ca53a819e4_472)[ant](#i8806e51b8c7d49bcaebc65ca53a819e4_472) [Fees] and [removed: Services](#i82942269e85547c6b206e864d0a7ce7e_400)] [added: Services](#i8806e51b8c7d49bcaebc65ca53a819e4_472)] | | | [removed: [380](#i82942269e85547c6b206e864d0a7ce7e_400)] [added: [399](#i8806e51b8c7d49bcaebc65ca53a819e4_472)] | | |
| Item 15. | | | [removed: [Exhibits](#i82942269e85547c6b206e864d0a7ce7e_406) [and](#i82942269e85547c6b206e864d0a7ce7e_406) [Financial] [added: [Exhibits and Financial] Statement [removed: Schedules](#i82942269e85547c6b206e864d0a7ce7e_406)] [added: Schedules](#i8806e51b8c7d49bcaebc65ca53a819e4_478)] | | | [removed: [381](#i82942269e85547c6b206e864d0a7ce7e_406)] [added: [400](#i8806e51b8c7d49bcaebc65ca53a819e4_478)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i82942269e85547c6b206e864d0a7ce7e_412)] [added: Summary](#i8806e51b8c7d49bcaebc65ca53a819e4_484)] | | | [removed: [388](#i82942269e85547c6b206e864d0a7ce7e_412)] [added: [412](#i8806e51b8c7d49bcaebc65ca53a819e4_484)] | | |
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; expansion and growth opportunities and other synergies resulting from acquisitions, reorganizations or strategic partnerships; [added: the return of balance sheet capital if a fund has a successful fundraise; investment opportunities offered to individual investors to continue to grow] and [added: to represent a larger percentage of our assets under management;] the [added: estimate of the amounts expected to be owed under the tax receivable agreement; the ability of core private equity investments to generate earnings that compound over a long period of time; and the] timing and completion of [removed: the] [added: certain] transactions contemplated by the Reorganization Agreement (as defined below) may constitute forward-looking statements.
We believe these factors include those described [removed: under] [added: in] the section entitled "Risk Factors" in this report.
[removed: Prior to July 1, 2018, KKR & Co. Inc. was a limited partnership named KKR & Co. L.P.] References to the “Series I preferred stockholder” or “KKR Management” are to KKR Management LLP, the holder of the sole outstanding share of our Series I preferred stock.
Unless otherwise indicated, references to equity interests in KKR’s business, or to percentage interests in KKR’s business, reflect the aggregate equity interests in KKR Group [removed: Partnership L.P. ("KKR Group Partnership"), which is the intermediate holding company that owns the entirety of KKR’s business,] [added: Partnership,] and are net of amounts that have been allocated to [removed: the holders of certain minority interests, including our principals and] carry pool participants [removed: (who are explained further below).][added: and any other holders of minority interests in KKR Group Partnership.]
References to [removed: “principals”] [added: "principals"] are to [added: our] current and former employees who [removed: hold] [added: formerly held] interests in [removed: KKR’s business through] KKR Holdings L.P. [removed: (“KKR Holdings”).][added: ("KKR Holdings"), which we acquired on May 31, 2022, pursuant to the Reorganization Agreement, as discussed below.]
[removed: Neither] KKR [removed: Holdings nor KKR] Associates Holdings is currently [added: not] a subsidiary of KKR & Co. Inc.
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 [removed: it,] [added: it (which as noted below was completed),] (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.
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 [removed: Operations—Reconciliations] [added: Operations—Analysis of Non-GAAP Performance Measures—Reconciliations] to GAAP Measures." This report also uses the terms assets under management ("AUM"), fee paying assets under management ("FPAUM") and capital invested.
References to our "funds" or [removed: our] "vehicles" refer to [added: a wide array of] investment funds, vehicles and accounts that are advised, managed or sponsored by one or more subsidiaries of KKR, including collateralized loan obligations ("CLOs") and [removed: commercial real estate mortgage-backed securities ("CMBS") vehicles,] [added: business development companies (each, a "BDC"),] unless the context requires otherwise.
[removed: They] [added: These references] do not include [added: the] investment funds, vehicles or accounts of any hedge fund [added: partnership] or [added: any] other [added: third-party] manager with which we have formed a strategic partnership [removed: where we] [added: or] have acquired [removed: an] [added: a minority] ownership interest.
References to “strategic investor partnerships” refers to separately managed accounts with certain investors, which [added: typically] have investment periods longer than our traditional funds and typically provide for investments across different investment strategies.
Unless otherwise indicated, references in this report to our outstanding common stock on a fully exchanged and diluted basis reflect (i) actual shares of common stock outstanding, (ii) shares of common stock into which [removed: KKR Group Partnership Units held by KKR Holdings are exchangeable pursuant to the terms of the exchange agreement described elsewhere in this report, (iii) shares of common stock into which] all outstanding shares of Series C Mandatory Convertible Preferred Stock are convertible, and [removed: (iv)] [added: (iii)] shares of common stock issuable pursuant to [removed: any] equity awards actually granted [removed: from] [added: pursuant to] the Amended and Restated KKR & Co. Inc. 2010 Equity Incentive Plan (the "2010 Equity Incentive [removed: Plan") or the Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan (the "2019 Equity Incentive] Plan" and, together with the [removed: 2010] [added: 2019] Equity Incentive Plan, our "Equity Incentive [removed: 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.][added: Plans").]
- changes in [removed: the] debt financing [removed: markets*;*][added: markets;]
- inability to raise additional or successor funds [removed: at all or at a comparable size to predecessor funds;][added: successfully;]
- increasing focus by stakeholders on [removed: environmental, social and governance] [added: ESG] matters;
- operational risks, cyber-security [removed: failures and] [added: failures,] data security [removed: breaches;][added: breaches and compliance with global privacy laws;]
- [removed: entering into new lines of business and] expansion into new investment strategies, geographic markets and businesses;
- ability to syndicate [removed: the] securities or indebtedness and realize returns on [removed: investments financed with our] balance [removed: sheet;][added: sheet investments;]
| Delaware | | | | | | 88-1203639 | | |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
| | | | [PART I](#i8806e51b8c7d49bcaebc65ca53a819e4_3465) | | | | | |
| Item 1. | | | [Business](#i8806e51b8c7d49bcaebc65ca53a819e4_334) | | | [7](#i8806e51b8c7d49bcaebc65ca53a819e4_334) | | |
| Item 2. | | | [Properties](#i8806e51b8c7d49bcaebc65ca53a819e4_394) | | | [129](#i8806e51b8c7d49bcaebc65ca53a819e4_394) | | |
| Item 3. | | | [Legal Proceedings](#i8806e51b8c7d49bcaebc65ca53a819e4_277) | | | [129](#i8806e51b8c7d49bcaebc65ca53a819e4_277) | | |
| | | | [PART II](#i8806e51b8c7d49bcaebc65ca53a819e4_3453) | | | | | |
| Item 6. | | | [\[Reserved\]](#i8806e51b8c7d49bcaebc65ca53a819e4_412) | | | [131](#i8806e51b8c7d49bcaebc65ca53a819e4_412) | | |
| | | | [PART III](#i8806e51b8c7d49bcaebc65ca53a819e4_457) | | | | | |
| | | | [PART IV](#i8806e51b8c7d49bcaebc65ca53a819e4_475) | | | | | |
| [SIGNATURES](#i8806e51b8c7d49bcaebc65ca53a819e4_400) | | | | | | [413](#i8806e51b8c7d49bcaebc65ca53a819e4_400) | | |
KKR Group Partnership L.P. ("KKR Group Partnership") is the intermediate holding company that owns the entirety of KKR’s business.
“Exchangeable securities” refers to securities that have the right to acquire KKR Group Partnership Units and to exchange them for our shares of common stock.
As of the date of this report, our only outstanding exchangeable securities are vested restricted holdings units issued under the Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan (the "2019 Equity Incentive Plan").
In the future, we may issue securities other than restricted holdings units that may constitute exchangeable securities.
On May 31, 2022, KKR
completed the acquisition of KKR Holdings and the 258.3 million KKR Group Partnership Units held by it, and in exchange KKR issued and delivered 266.8 million shares of common stock to our principals.
On the "Sunset Date" (which will occur no later than December 31, 2026), KKR will cancel the Series I preferred stock, establish voting rights for all common stock on a one vote per share basis, and acquire control of the carry pool.
KKR’s asset management business is conducted by Kohlberg Kravis Roberts & Co. L.P. and various other subsidiaries of KKR & Co. Inc. other than Global Atlantic.
KKR’s insurance business is operated by Global Atlantic, which KKR acquired on February 1, 2021 (the "GA Acquisition").
KJR Management ("KJRM") is a Japanese real estate asset manager, which KKR acquired on April 28, 2022.
Unless the context requires otherwise, references to “fund investors” refers to the third-party investors in our funds and vehicles.
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.
Additionally, references to "including" are for the purpose of illustration and shall be read to mean "including but not limited to."
- geopolitical developments and other local and global events;
- disruptions caused by public health crises, such as COVID-19;
- transition away from LIBOR;
- assets we refer to as "perpetual capital" being subject to material reduction;
- exposures to, and investments in, leveraged companies or companies experiencing financial or business difficulties;
- complex investments, including large-sized investments and non-controlled investments;
- use of derivative financial instruments in Global Atlantic's risk management strategy;
- triggering a recapture event under reinsurance agreements where Global Atlantic's clients may recapture some or all of the assumed business;
| Delaware | | | | | | 26-0426107 | | |
| | | | [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 6. | | | [\[Reserved\]](#i82942269e85547c6b206e864d0a7ce7e_3530) | | | [129](#i82942269e85547c6b206e864d0a7ce7e_3530) | | |
| | | | [PART III](#i82942269e85547c6b206e864d0a7ce7e_385) | | | | | |
| | | | [PART IV](#i82942269e85547c6b206e864d0a7ce7e_403) | | | | | |
| [SIGNATURES](#i82942269e85547c6b206e864d0a7ce7e_298) | | | | | | [389](#i82942269e85547c6b206e864d0a7ce7e_298) | | |
On February 1, 2021, KKR completed its acquisition of Global Atlantic.
KKR holds all of the voting interests in Global Atlantic and owns 61.5% of the economic equity interests in Global Atlantic, following the completion of certain post-closing purchase price adjustments in the second quarter of 2021.
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.
For periods between July 1, 2018 and December 31, 2019, references to “common stock” refer to Class A common stock of KKR & Co. Inc., and references to “Series I preferred stock” and “Series II preferred stock” refer to Class B common stock and Class C common stock of KKR & Co. Inc., respectively.
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.
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.
- disruptions caused by the COVID-19 pandemic;
- transition away from the London interbank offered rate ("LIBOR") as a benchmark reference for interest rates;
- increased risks related to strategic investor partnerships;
- use of the term perpetual capital;
- decline in the pace or size of investment by our funds;
- less favorable economic terms of our future funds;
- complexities of new investment strategies, markets and businesses;
- sponsoring a special purpose acquisition company ("SPAC");
- increased regulatory focus or legislative or regulatory change;
- complex regulations affecting capital raising activities;
- investments in high-yield, below investment grade or unrated debt or in companies in distress;
- investments involving business, regulatory, legal or other complexities;
- large size of our private equity and real assets investments;
- investments in companies that we do not control;
- inclusion of Global Atlantic as our consolidated subsidiary;
- competitiveness of the insurance industry;
- natural and man-made disasters and other catastrophes;
- reinsurance agreements that permit the reinsurance client to recapture some or all of the reinsurance portfolio;
- Global Atlantic's membership in Federal Home Loan Banks;
An excerpt. Shown here: 40 of 57 rewritten, all 33 added and all 38 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2022 filing and the FY2021 filing.
Item 2. PROPERTIES
1 rewritten, 0 added, 0 removed, 2 unchanged
[removed: On January 1, 2021, we relocated our] [added: Our] principal executive [removed: offices to] [added: office is located at] 30 Hudson Yards, New York, New York.
Item 4. MINE SAFETY DISCLOSURES.
1 rewritten, 0 added, 0 removed, 1 unchanged
[removed: PART II][added: PART II]
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
23 rewritten, 5 added, 16 removed, 12 unchanged
The number of holders of record of our common stock as of February 24, [removed: 2022] [added: 2023] was [removed: 24.][added: 213.]
Under our current dividend policy for common stock that we announced on February [removed: 8, 2022,] [added: 7, 2023,] we expect to pay our common stockholders an annualized dividend of [removed: $0.62] [added: $0.66] per share of common stock, equal to a quarterly dividend of [removed: $0.155] [added: $0.165] per share of common stock, beginning with the dividend to be declared with respect to the first quarter of [removed: 2022.][added: 2023.]
On February [removed: 8, 2022,] [added: 7, 2023,] we declared a regular dividend of [removed: $0.145] [added: $0.155] per share of common stock under our prior dividend policy for the quarter ended December 31, [removed: 2021.][added: 2022.]
- First, KKR Group Partnership will make distributions to holders of KKR Group Partnership Units, which consists of our wholly-owned corporate [removed: subsidiary (which] [added: subsidiaries (one of which] acts as the general partner of KKR Group [removed: Partnership), KKR Holdings (which is not a subsidiary of ours)] [added: Partnership)] and KKR Holdings II L.P. ("KKR Holdings II," which is [removed: our subsidiary] [added: the entity] that provides for restricted holdings units under our 2019 Equity Incentive Plan), in proportion to their percentage interests in KKR Group Partnership;
- Second, our wholly-owned corporate [removed: subsidiary] [added: subsidiaries] will distribute to us the amount of any distributions that [removed: it receives] [added: they receive] from KKR Group Partnership, after deducting any applicable taxes; and
- Third, we will distribute to holders of our common stock and Series C Mandatory Convertible Preferred Stock the amount of dividends declared by our [removed: board] [added: Board] of [removed: directors] [added: Directors] from the distributions that we receive from our wholly-owned corporate [removed: subsidiary.][added: subsidiaries.]
The limited partnership agreement of 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 [removed: KKR Holdings and] [added: holders of restricted holdings units who are limited partners of] KKR Holdings II.
KKR Group Partnership may make tax distributions in the future, from time to time, to provide distributions to pay for [removed: the] [added: any] U.S. or non-U.S. tax liabilities of the partners of KKR Holdings [removed: and KKR Holdings] II.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity—Sources of [removed: Cash."] [added: Liquidity."] In addition, under Section 170 of the DGCL, our [removed: board] [added: Board] of [removed: directors] [added: Directors] may only declare and pay dividends either out of our surplus (as defined in DGCL) or in case there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
[removed: Common Stock] [added: Share] Repurchases in the Fourth Quarter of [removed: 2021][added: 2022]
[added: (1)] On [removed: December 27, 2021,] [added: February 7, 2023,] KKR announced [removed: an] [added: the] increase to the total available amount under [removed: its] [added: the] repurchase program to $500 million.
Prior to this increase, there was approximately [removed: $37] [added: $78] million remaining under the [removed: program.][added: program as of December 31, 2022.]
Under our current repurchase program, [removed: KKR is] [added: we are] authorized to repurchase [removed: its] [added: our] common stock from time to time in open market transactions, in privately negotiated transactions or otherwise.
The timing, manner, price and amount of any common stock repurchases will be determined by [removed: KKR] [added: us] in [removed: its] [added: our] discretion and will depend on a variety of factors, including legal requirements, price and economic and market conditions.
[removed: KKR expects] [added: We expect] that the program, which has no expiration date, will [added: continue to] be in effect until the maximum approved dollar amount has been used.
The program does not require [removed: KKR] [added: us] to repurchase any specific number of shares of common stock, and the program may be suspended, extended, modified or discontinued at any time.
In addition to the repurchases of common stock described [removed: above,] [added: below,] subsequent to May 3, 2018, the repurchase program 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: 2021, KKR has] [added: 2022, we] paid approximately [removed: $573] [added: $638] 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: 22.5] [added: 23.8] 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 [removed: during] [added: for] the [removed: fourth quarter of 2021.][added: periods presented.]
During the fourth quarter of [removed: 2021, 1.8 million] [added: 2022, no] shares of common stock were repurchased and [removed: 1.0] [added: 0.7] million equity awards were retired.
From inception of the repurchase program [added: in 2015] through December 31, [removed: 2021,] [added: 2022,] we have repurchased or retired a total of approximately [removed: 68.3] [added: 74.8] million shares of common stock under the program at an average price of approximately [removed: $23.45] [added: $26.92] per share.
| [removed: (amounts] [added: (amounts] in thousands, except share and per share [removed: amounts)] [added: amounts)] | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share | | | | | | [removed: Cumulative] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | | |
| Month #1 (October 1, 2022 to October 31, 2022) | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 77,856 | |
| Month #2 (November 1, 2022 to November 30, 2022) | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 77,856 | |
| Month #3 (December 1, 2022 to December 31, 2022) | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 77,856 | |
| Total through December 31, 2022 | | | — | | | | | | | | | | | | | | | | | | | | |
The repurchase program does not have an expiration date.
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 KKR Group Partnership.
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 | | | | | | | | | | | | | | | | | | | | |
| (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. On December 27, 2021, KKR announced the increase to the total available amount under the repurchase program to $500 million. | | | | | | | | | | | | | | | | | | | | | | | |
Unregistered Sale of Equity Securities
Following the closing of the Global Atlantic acquisition, on February 2, 2021, KKR & Co. Inc. issued 0.96 million newly issued shares of its common stock for an aggregate purchase price equal to $38.5 million to certain members of Global Atlantic's senior management who agreed to invest a portion of their proceeds from the acquisition into KKR & Co. Inc. common stock.
These members of Global Atlantic's senior management agreed not to transfer the shares received in this issuance for a three-year period following the acquisition, subject to certain exceptions, and to continue to own at least 25% of such shares so long as such person is employed with Global Atlantic.
These shares were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.
Other Equity Securities
During the fourth quarter of 2021, 12,301,588 KKR Group Partnership Units were exchanged by KKR Holdings for an equal number of shares of our common stock.
This resulted in an increase in our ownership of the KKR Group Partnership and a corresponding decrease in the ownership of the KKR Group Partnership by KKR Holdings.
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.
Item 6. [Reserved]
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1,653 rewritten, 1,059 added, 459 removed, 2,577 unchanged
| Report of Independent Registered Public Accounting Firm | | | [removed: [211](#i82942269e85547c6b206e864d0a7ce7e_301)] [added: [221](#i8806e51b8c7d49bcaebc65ca53a819e4_397)] | | |
| Consolidated Statements of Financial Condition as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [215](#i82942269e85547c6b206e864d0a7ce7e_25)] [added: [224](#i8806e51b8c7d49bcaebc65ca53a819e4_19)] | | |
| Consolidated Statements of Operations for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [219](#i82942269e85547c6b206e864d0a7ce7e_28)] [added: [228](#i8806e51b8c7d49bcaebc65ca53a819e4_22)] | | |
| Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [221](#i82942269e85547c6b206e864d0a7ce7e_31)] [added: [230](#i8806e51b8c7d49bcaebc65ca53a819e4_25)] | | |
| Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [222](#i82942269e85547c6b206e864d0a7ce7e_34)] [added: [231](#i8806e51b8c7d49bcaebc65ca53a819e4_28)] | | |
| Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [225](#i82942269e85547c6b206e864d0a7ce7e_37)] [added: [234](#i8806e51b8c7d49bcaebc65ca53a819e4_31)] | | |
| Notes to Consolidated Financial Statements | | | [removed: [228](#i82942269e85547c6b206e864d0a7ce7e_40)] [added: [237](#i8806e51b8c7d49bcaebc65ca53a819e4_34)] | | |
We have audited the accompanying consolidated statement of financial condition of KKR & Co. Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.
Fair Value—Level III Investments—Refer to Notes 2, [removed: 7,] [added: 8,] and [removed: 9] [added: 10] to the financial statements
KKR & Co. Inc. [removed: (“the Company”)] and the funds it sponsors and manages have [removed: Level III Investments reported] [added: certain investments measured] at fair [removed: value.][added: value that are based on unobservable pricing inputs and are classified as Level III Investments.]
Certain of the [added: investment] funds’ investments [removed: contain unobservable inputs that] are classified as level III in the fair value [removed: hierarchy.][added: hierarchy because they are valued using unobservable inputs.]
The change in the fair value of the underlying Level III Investments held by the [added: investment] funds is a significant input into the determination of carried interest for each reporting period.
As the fair value of underlying investments varies between reporting periods, it is necessary to [removed: make adjustments to] [added: adjust the] amounts recorded as carried interest.
The [removed: Global Atlantic acquisition] [added: KJRM Acquisition] was accounted for as a business combination under [removed: Financial Accounting Standards Board] [added: FASB] Accounting Standards Codification Topic 805, Business [removed: Combinations.][added: Combinations ("Topic 805").]
The purchase price [removed: has][added: is as follows (in thousands)]
Policy Liabilities — Valuation of Policy Liabilities Associated with [removed: Certain] [added: the Fixed-Indexed] Annuity [removed: Products] [added: product] — Refer to Notes 2, [removed: 8,] 9, [added: 10,] and [removed: 17] [added: 18] to the financial statements
Global Atlantic’s products include [added: the] fixed-indexed annuity [removed: and variable annuity products,] [added: product,] which [removed: contain] [added: contains] 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 [added: for fixed-indexed annuities] was [removed: $2.0] [added: $1.9] billion as of December 31, [removed: 2021.][added: 2022.]
In addition, certain fixed-indexed annuity contracts [removed: and variable annuity contracts] are issued with guaranteed minimum withdrawal benefits (“GMWBs”).
Management’s estimate of GMWB policy liabilities [added: for fixed-indexed annuities] was [removed: $1.0] [added: $1.2] billion as of December 31, [removed: 2021.][added: 2022.]
Management applies significant judgment in selecting assumptions used to estimate the value of embedded derivative liabilities [removed: associated with annuity products, GMWB policy liabilities,] and [removed: variable annuity] [added: GMWB] policy liabilities [removed: measured at fair value.][added: associated with the fixed-indexed annuity product.]
Principal assumptions include [removed: lapse,] [added: surrender,] withdrawal, benefit utilization, mortality, option budgets, future index credits, equity [added: market return, interest rates, and nonperformance risk assumptions.]
We identified the valuation of embedded derivative [removed: liabilities associated with annuity products,] [added: liabilities, and] GMWB policy liabilities, [removed: and variable] [added: associated with the fixed-indexed] annuity [removed: liabilities measured at fair value] [added: product] as a critical audit matter because of the inherent uncertainty in selecting assumptions.
Our audit procedures related to the valuation of embedded derivative liabilities [removed: associated with annuity products,] [added: and] GMWB policy [removed: liabilities, and] [added: liabilities associated with] the [removed: valuation of variable] [added: fixed-indexed] annuity [removed: policy liabilities measured at fair value] [added: product] included the following, among others:
◦Evaluated the methods and judgments applied by management in the determination of principal assumptions used in the valuation of embedded derivative liabilities [removed: associated with annuity products, GMWB policy liabilities,] and [removed: variable annuity] [added: GMWB] policy liabilities [removed: measured at fair value, and evaluated the results of underlying experience studies, capital market projections, and judgments applied by management in setting] [added: associated with] the [removed: assumptions.][added: fixed-indexed annuity product.]
◦Developed an independent estimate of embedded derivative liabilities [removed: associated with annuity products, GMWB policy liabilities,] and [removed: variable annuity] [added: GMWB] policy liabilities [removed: measured at fair value, on] [added: associated with the fixed-indexed annuity production] a sample basis, and evaluated differences.
[added: | KKR & CO. INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY] (Amounts in Thousands, Except Share and Per Share Data) [added: | | | | | | | | | | | | | | | | | | | | | | | |]
| | | | [removed: December 31, 2021] | | | | | | [removed: December 31, 2020] | | | [added: 2021 | | | | | | | | | 2020 | | | | | |]
| [removed: Asset Management] [added: *Asset Management*] | | | | | | | | | | | | [added: | | | | | |]
| Cash and Cash Equivalents | | | [added: | | | | | | | | | | | | | | | | | |] $ | [added: 6,705,325 | | | | | $ |] 6,699,668 | | | | | $ | 6,507,874 | |
| Restricted Cash and Cash Equivalents | | | [added: | | | | | | | | | | | | | | | | | | 253,431 | | | | | |] 134,298 | | | | | | 485,583 | | |
| Investments | | | [added: 92,375,463 | | | | | |] 88,775,514 | | | | | | [removed: 69,274,715] | | |
| Due from Affiliates | | | [added: 1,663,303 | | | | | |] 1,224,283 | | | | | | [removed: 872,994] | | |
| Other Assets | | | [added: 5,197,626 | | | | | |] 2,886,313 | | | | | | [removed: 2,665,336] | | |
| Insurance | | | | | | | | | | | | [added: | | | | | |]
| Cash and [removed: Cash Equivalents] [added: cash equivalents] | | | [removed: $] [added: 3,391,934] | [added: | | | | |] 3,391,934 | | | | | [removed: $] | — | | [added: | | | | — | | | | | | 3,391,934 | | |]
| Restricted [removed: Cash] [added: cash] and [removed: Cash Equivalents] [added: cash equivalents] | | | 300,404 | | | | | | [added: 300,404 | | | | | |] — | | | [added: | | | — | | | | | | 300,404 | | |]
[Table of Co](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[n](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[tents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
[Table of Co](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[n](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[tents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
[Table of Co](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[n](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[tents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
◦Evaluated the results of underlying experience studies, capital market projections, and judgments applied by management in setting the assumptions.
February 27, 2023
[Table of Co](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[n](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[tents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
| Cash and Cash Equivalents | | | $ | 6,705,325 | | | | | $ | 6,699,668 | | | | | | | |
| Restricted Cash and Cash Equivalents | | | 253,431 | | | | | | 134,298 | | | | | | | | |
| | | | 106,195,148 | | | | | | 99,720,076 | | | | | | | | |
| | | | 47,536,445 | | | | | | 45,029,374 | | | | | | | | |
[Table of Co](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[n](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[tents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
[Table of Co](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[n](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[tents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
| Cash and Cash Equivalents | | | $ | 920,821 | | | | | $ | 2,936,937 | | | | | $ | — | | | | | $ | 3,857,758 | |
| Investments | | | 22,492,366 | | | | | | 54,507,084 | | | | | | — | | | | | | 76,999,450 | | |
| Other Assets | | | 182,487 | | | | | | 652,031 | | | | | | — | | | | | | 834,518 | | |
| | | | 23,595,674 | | | | | | 58,251,573 | | | | | | — | | | | | | 81,847,247 | | |
| Investments | | | — | | | | | | — | | | | | | 24,732,042 | | | | | | 24,732,042 | | |
| Accrued Investment Income | | | — | | | | | | — | | | | | | 290,237 | | | | | | 290,237 | | |
| Other Assets | | | — | | | | | | — | | | | | | 1,130,696 | | | | | | 1,130,696 | | |
| | | | — | | | | | | — | | | | | | 26,772,239 | | | | | | 26,772,239 | | |
| Total Assets | | | $ | 23,595,674 | | | | | $ | 58,251,573 | | | | | $ | 26,772,239 | | | | | $ | 108,619,486 | |
| Debt Obligations | | | $ | 22,273,242 | | | | | $ | 7,306,625 | | | | | $ | — | | | | | $ | 29,579,867 | |
| Accrued Expenses and Other Liabilities | | | 620,200 | | | | | | 742,384 | | | | | | — | | | | | | 1,362,584 | | |
| | | | 22,893,442 | | | | | | 8,049,009 | | | | | | — | | | | | | 30,942,451 | | |
| Total Liabilities | | | $ | 22,893,442 | | | | | $ | 8,049,009 | | | | | $ | 461,812 | | | | | $ | 31,404,263 | |
[Table of Co](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[n](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[tents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
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[Table of Co](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[n](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[tents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
[Table of Co](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[n](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[tents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
| Beginning of Period | | | | | | | | | | | | | | | 2,587 | | | | | | 258,726,163 | | |
| Cancellation of Series II Preferred Stock - Holdings Merger (See Note 1) | | | | | | | | | | | | | | | (2,582) | | | | | | (258,259,143) | | |
| Beginning of Period | | | | | | | | | | | | | | | 5,957 | | | | | | 595,663,618 | | |
| Clawback of Transfer Restricted Shares | | | | | | | | | | | | | | | — | | | | | | (1,513) | | |
| Holdings Merger (See Note 1) | | | | | | | | | | | | | | | 2,667 | | | | | | 266,759,143 | | |
| Conversion of Series C Mandatory Convertible Preferred Stock | | | | | | | | | | | | | | | — | | | | | | 30 | | |
| End of Period | | | | | | | | | | | | | | | 8,611 | | | | | | 861,110,478 | | |
| Holdings Merger (See Note 1) | | | | | | | | | | | | | | | 8,131,679 | | | | | | | | |
| Tax Effects - Holdings Merger and Other (See Note 1) | | | | | | | | | | | | | | | (1,064,869) | | | | | | | | |
| Change in KKR & Co. Inc.'s Ownership Interest (See Note 23) | | | | | | | | | | | | | | | 307,990 | | | | | | | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
*Critical Audit Matter Description*
The fair values of certain investments are determined based on unobservable pricing inputs.
*How the Critical Audit Matter Was Addressed in the Audit*
- We involved more senior, more experienced audit team members to perform audit procedures.
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.
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.
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 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.
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.
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.
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.
- We tested the design, implementation, and operating effectiveness of controls over the methodology and model used for the valuation of variable annuity policy liabilities measured at fair value.
◦Evaluated the methods, models, and judgments applied by management in the calculation of variable annuity policy liabilities measured at fair value.
February 28, 2022
KKR & CO. INC.
| | | | 99,720,076 | | | | | | 79,806,502 | | |
| | | | 45,029,374 | | | | | | 39,006,586 | | |
| Series II Preferred Stock, $0.01 par value. 499,999,999 shares authorized, 258,726,163 and 275,626,493 shares, issued and outstanding as of December 31, 2021 and December 31, 2020, respectively. | | | 2,587 | | | | | | 2,756 | | |
| | | | December 31, 2020 | | | | | | | | | | | | | | |
| Cash and Cash Equivalents | | | $ | 749,395 | | | | | $ | 263,024 | | | | | $ | 1,012,419 | |
| Investments | | | 17,706,976 | | | | | | 32,699,562 | | | | | | 50,406,538 | | |
| Other Assets | | | 161,621 | | | | | | 150,696 | | | | | | 312,317 | | |
| Total Assets | | | $ | 18,617,992 | | | | | $ | 33,172,772 | | | | | $ | 51,790,764 | |
| Liabilities | | | | | | | | | | | | | | | | | |
| Debt Obligations | | | $ | 17,372,740 | | | | | $ | 4,253,645 | | | | | $ | 21,626,385 | |
| Total Liabilities | | | $ | 18,154,796 | | | | | $ | 4,666,055 | | | | | $ | 22,820,851 | |
An excerpt. Shown here: 40 of 1,653 rewritten, 40 of 1,059 added and 40 of 459 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9A. CONTROLS AND PROCEDURES
7 rewritten, 1 added, 0 removed, 11 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: 2021.][added: 2022.]
Based upon that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in [removed: *Internal] [added: Internal] Control—Integrated [removed: Framework*] [added: Framework] that was issued in 2013.
Based on its assessment, our management has concluded that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Deloitte & Touche LLP, our independent registered public accounting firm that audited our consolidated financial statements included in this [removed: Annual Report,] [added: report,] has issued its attestation report on our internal control over financial reporting, which is included in Financial Statements and Supplementary Data.
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 1 added, 0 removed, 2 unchanged
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Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
69 rewritten, 29 added, 13 removed, 167 unchanged
| Henry R. Kravis | | | [removed: 78] [added: 79] | | | | | | Co-Executive Chairman and Director | | |
| George R. Roberts | | | [removed: 78] [added: 79] | | | | | | Co-Executive Chairman and Director | | |
| Joseph Y. Bae | | | [removed: 50] [added: 51] | | | | | | Co-Chief Executive Officer and Director | | |
| Scott C. Nuttall | | | [removed: 49] [added: 50] | | | | | | Co-Chief Executive Officer and Director | | |
| Adriane M. Brown | | | [removed: 63] [added: 64] | | | | | | Director | | |
| Matthew R. Cohler | | | [removed: 44] [added: 45] | | | | | | Director | | |
| Mary N. Dillon | | | [removed: 60] [added: 61] | | | | | | Director | | |
| Joseph A. Grundfest | | | [removed: 70] [added: 71] | | | | | | Director | | |
| Arturo Gutiérrez Hernández | | | [removed: 55] [added: 56] | | | | | | Director | | |
| John B. Hess | | | [removed: 67] [added: 68] | | | | | | Director | | |
| Dane E. Holmes | | | [removed: 51] [added: 52] | | | | | | Director | | |
| Xavier B. Niel | | | [removed: 54] [added: 55] | | | | | | Director | | |
| Patricia F. Russo | | | [removed: 69] [added: 70] | | | | | | Director | | |
| Robert W. Scully | | | [removed: 72] [added: 73] | | | | | | Director | | |
| Evan T. Spiegel | | | [removed: 31] [added: 32] | | | | | | Director | | |
| Robert H. Lewin | | | [removed: 42] [added: 43] | | | | | | Chief Financial Officer | | |
| [removed: David J. Sorkin] [added: Kathryn K. Sudol] | | | [removed: 62] [added: 48] | | | | | | General Counsel and Secretary | | |
| Ryan D. Stork | | | [removed: 50] [added: 51] | | | | | | Chief Operating Officer | | |
As our Co-Founder, Co-Executive Chairman and 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 [removed: the board] [added: our Board] of [removed: directors.][added: Directors.]
As our Co-Founder, Co-Executive Chairman and 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 [removed: the board] [added: our Board] of [removed: directors.][added: Directors.]
Mr. Bae’s intimate knowledge of KKR’s business and operations and his [added: experience in a variety of senior leadership roles within KKR provide significant value to our Board of Directors.]
[added: Mr. Nuttall'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 [removed: the] [added: our] Board of Directors.
Prior to his current [removed: position] [added: 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.
He [removed: is currently a member of the board of directors of Fiserv, Inc. Nuttall] has [added: also] served on the boards of various non-profit institutions with a particular focus on education, most recently as Co-Chairman of Teach for America – New York.
Ms. Brown serves on the boards of directors of American Airlines Group Inc., Axon Enterprise, Inc., e-Bay Inc., [removed: Washington Research Foundation,] and the [removed: Pacific Science Center.][added: International Women's Forum.]
Prior to Benchmark, [removed: Matt] [added: Mr. Cohler] 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.
Mr. Cohler’s knowledge and experience as a venture capitalist and director of multiple leading companies in the technology industry bring to our Board [added: of Directors] important insight and perspectives to our business and future development.
Ms. Dillon [removed: is the Executive Chair] [added: formerly served as a member] of the board of directors of Ulta Beauty, Inc., a beauty products retailer, [removed: since June 2021] [added: from 2013 to 2022,] and [removed: has served as a member of] [added: was] its [removed: board of directors since 2013.][added: Executive Chair from June 2021 through June 2022.]
Ms. Dillon joined the board of directors of Starbucks in January 2016 and [removed: serves] [added: served] as chair of its compensation and management development committee, and as a member of the nominating and corporate governance [removed: committee.][added: committee through August 2022.]
Ms. Dillon provides our Board [added: of Directors] 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, Ms. Dillon brings to our Board [added: of Directors] her extensive operational and marketing expertise in the retail industry.
Franke Professor of Law and [removed: Business.][added: Business (Emeritus).]
Mr. Grundfest's knowledge and expertise in capital markets, corporate governance, and securities laws provides to our Board [added: of Directors] significant value to the oversight and development of our business.
He serves on several boards of industry-related companies, including Jugos del Valle and Piasa, and he holds positions on several international and national industry [removed: councils, such as the System Leadership Governance Board of Coca-Cola North America.][added: councils.]
Mr. Gutiérrez provides our Board [added: of Directors] with valuable knowledge, perspectives and insights from his leadership of a large multinational business based in Latin America and from his broad experience in various aspects of the consumer staples, including operational, financial, business development and legal areas.
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: Board.][added: Board of Directors.]
He is currently the Chair of [added: Storycorps and] The Ron Brown Scholar [removed: Program and the Vice-Chair of StoryCorps.][added: Program.]
Mr. Holmes provides our Board [added: of Directors] with valuable knowledge, perspectives, and insights in the area of human capital management, including advancing diversity and inclusion efforts, as well as financial services, investor relations, capital markets, corporate governance, and risk management.
She graduated from Georgetown University with a bachelor’s degree in political science and history, and obtained an Advanced Management Degree from [added: Harvard Business School’s Advanced Management Program.]
Ms. Russo's management and leadership experience as chief executive officer of complex global companies as well as her experience with corporate strategy, mergers and acquisitions, and sales and marketing brings to our Board [added: of Directors] important expertise to the oversight and development of our business.
| Raymond J. McGuire | | | 66 | | | | | | Director | | |
| David J. Sorkin | | | 63 | | | | | | Chief Legal Officer | | |
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
He was a member of the board of directors of Fiserv, Inc. until 2022.
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
Ms. Dillon serves as the President and Chief Executive Officer of Foot Locker, Inc. and is a member of its board of directors.
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
Raymond J.
Most recently, Mr. McGuire served as Vice Chairman of Citigroup from 2018 to 2020.
He joined Citigroup in 2005, serving as Global Co-Head of Investment banking from 2005 to 2008, Global Head of Corporate and Investment Banking from 2008 to 2018 and as Vice Chairman from 2018 to 2020.
Prior to that, Mr. McGuire served as Global Co-Head of Mergers and Acquisitions at Morgan Stanley from 2003 to 2005 and held various senior roles at Merrill Lynch & Co., Inc., Wasserstein Perella & Co., Inc. and The First Boston Corporation (Credit Suisse).
Mr. McGuire has extensive board and committee experience on both corporate and not-for-profit boards.
Most recently, he became the Chair of the Regional Plan Association, a non-profit organization, in February 2023, joined the board of directors of Hess Corporation in February 2022 and joined the board of directors of Vornado Realty Trust in March 2022.
Formerly, Mr. McGuire served as a director of the Wyeth Corporation and as a member of the nominating and corporate governance committee.
Mr. McGuire received his M.B.A. and J.D. from Harvard Business School and Harvard Law School, respectively, and his Bachelor of Arts degree from Harvard College.
Mr. McGuire's knowledge, experience and leadership over the last 35 years in the financial services industry and corporate strategy bring important insight and perspectives to our business and future development.
In addition, Mr. McGuire provides our Board of Directors with valuable insights, perspectives and knowledge in the area of shared prosperity, racial equality and economic recovery from COVID-19 as a prior 2021 candidate for the mayoralty of New York City.
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
Sorkin joined KKR in 2007 and is our Chief Legal Officer.
Prior to becoming the Chief Legal Officer in September 2022, Mr. Sorkin was our General Counsel and Secretary.
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
Kathryn K.
Prior to joining KKR, Ms. Sudol was a partner with Simpson Thacher & Bartlett LLP for 24 years where she held numerous leadership roles, including as Global Co-Head of Mergers & Acquisitions, a long-time member of the firm’s Executive Committee and head of the firm’s M&A practice in Asia from 2010 through 2018.
Ms. Sudol currently serves as a member of the Board of Trustees of New York University School of Law.
She earned a B.S., with honors, from Northwestern University and a J.D. from New York University School of Law.
For more information about the transactions contemplated by the Reorganization Agreement, see "Certain Relationships and Related Transactions, and Director Independence—Reorganization
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
| Thomas M. Schoewe | | | 69 | | | | | | Director | | |
Mr. Nuttall'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 Board of Directors.
Harvard Business School’s Advanced Management Program.
Thomas M.
Mr. Schoewe was Executive Vice President and Chief Financial Officer for Wal-Mart Stores, Inc., a position he held from 2000 to 2010, and was employed by Walmart in a transitional capacity to January 2011.
Prior to his employment at Walmart, Mr. Schoewe served as Senior Vice President and Chief Financial Officer for Black and Decker Corp., a position he held from 1993 to 1999.
Prior to that, he served for four years as Black and Decker’s Vice President of Finance.
He previously held the position of Vice President of Business Planning and Analysis.
He joined Black and Decker in 1986 after serving at Chicago-based Beatrice Companies, where he was Chief Financial Officer and Controller of Beatrice Consumer Durables, Inc. He has served on the board of directors of Northrop Grumman Corporation and General Motors Company since 2011.
From 2001 to May 2012, he served on the board of directors of PulteGroup Inc., which merged with Centex Corporation in 2009 and previously served on the Centex board.
Mr. Schoewe graduated from Loyola University of Chicago with a bachelor’s of business administration degree in finance.
Mr. Schoewe's experience in financial reporting, accounting and controls, and business planning and analysis, together with his significant international experience as an executive of large multinational companies, brings to the Board important expertise to the oversight and development of our business.
Mr. Schoewe also has experience with large-scale, transformational information technology implementations at Wal-Mart and Black and Decker.
An excerpt. Shown here: 40 of 69 rewritten, all 29 added and all 13 removed. The counts are complete. For every sentence, read Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE in the FY2022 filing and the FY2021 filing.
Item 11. EXECUTIVE COMPENSATION
166 rewritten, 101 added, 101 removed, 189 unchanged
[removed: Compensation Philosophy][added: *Compensation Philosophy*]
We believe that using this kind of [removed: an] evaluation process also promotes a measure of objectivity as a balance to a single manager's judgment.
[added: Named Executive Officers.] We refer to our two Co-Executive Chairmen (Henry Kravis and George Roberts), our two Co-Chief Executive Officers (Joseph Bae and Scott Nuttall), our Chief Financial Officer (Robert [removed: Lewin)] [added: Lewin),] and our General Counsel and Secretary [removed: (David Sorkin)] [added: (Kathryn King Sudol)] as our "named executive officers" for the year ended December 31, [removed: 2021.][added: 2022.]
[removed: KKR Holdings][added: *Terms of KKR Holdings Units*]
[removed: Each] [added: Before the completion] of [added: the Reorganization Mergers, certain of] our named executive officers [removed: holds] [added: held] interests in our business through KKR [removed: Holdings,] [added: Holdings (such interests referred to as "KKR Holdings Units"),] which [removed: is] [added: was] the entity that [removed: indirectly owns] [added: owned practically] all of the outstanding KKR Group Partnership Units that [removed: are] [added: were] not allocable to [removed: us, including KKR Holdings II.][added: us.]
[removed: To the extent such] [added: However, from time to time,] distributions [removed: are received] [added: were made] on KKR Group Partnership Units that [removed: underlie any KKR Holdings units that have satisfied their respective vesting requirements, if any, at the time distributions are declared on the underlying] [added: were held by] KKR [removed: Group Partnership Units,] [added: Holdings, and] such distributions [removed: will be] [added: were] allocated and further distributed to the named executive officers as and when [removed: received.][added: received, to the extent such distributions were received on KKR Group Partnership Units underlying KKR Holdings Units that had satisfied their respective vesting requirements.]
[removed: To the extent that such] [added: Unvested KKR Holdings Units were not entitled to receive any] distributions [removed: are made] [added: that were declared and received] on [added: the underlying] KKR Group Partnership [removed: Units underlying any KKR Holdings units][added: Units.]
[added: To the extent] that [removed: have] [added: such distributions were made on KKR Group Partnership Units underlying any KKR Holdings Units that did] not [removed: satisfied] [added: satisfy] all vesting requirements at the time distributions [removed: are] [added: were] declared on the underlying KKR Group Partnership Units, such distributions [removed: may] [added: could] be allocated or otherwise applied in such amounts and in such manner as Messrs.
Kravis and Roberts, acting through the general partner of KKR Holdings, [removed: may determine.][added: determined.]
In [removed: 2021,] [added: 2022,] our named executive officers [added: (other than Ms. Sudol who was not an employee prior to the closing of the Reorganization Mergers)] received distributions from KKR [removed: Holdings,] [added: Holdings and its alternative investment vehicle,] 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.
[removed: As part of the transactions contemplated by] [added: Pursuant to] the Reorganization Agreement, 500,000 outstanding KKR Holdings [removed: units] [added: Units] held by each of Messrs.
Bae and Nuttall, each of which had previously been scheduled to vest on October 1, 2022, [removed: will be] [added: were] accelerated to vest immediately prior to the closing of the [removed: mergers contemplated by the] Reorganization [removed: Agreement,] [added: Mergers,] and such KKR Holdings [removed: units will become] [added: Units became] vested and [removed: receive] [added: received] their allocable share of the common stock [removed: contemplated to be issued pursuant to] [added: in connection with] the Reorganization [removed: Agreement.][added: Mergers.]
The customary one- and two-year transfer restrictions applicable to such KKR Holdings [removed: units] [added: Units] will continue to apply to the shares [removed: to be] received in exchange therefor pursuant to the Reorganization Agreement until October [removed: 1, 2023 and October 1, 2024.]
Kravis and Roberts [removed: are] [added: were] already considered fully vested given their age and years of service at KKR.
Bae and [removed: Nuttall only, in exchange for the accelerated vesting, each of their 1,455,000 KKR Holdings units (or shares] [added: Nuttall,] of [removed: common stock to be received in respect thereof) will be] [added: which 30% had been] subject to forfeiture [removed: if] [added: had] such executive [removed: is] not [added: been] employed by KKR on October 1, 2022 (except in the case of death or permanent disability).
Kravis and Roberts, and the allocations were made as part of the [removed: transactions contemplated by the] Reorganization [removed: Agreement,] [added: Mergers,] which were approved by our board of directors following the recommendation of [removed: the] [added: our] conflicts committee.
These KKR Holdings [removed: units (or] [added: Units were exchanged for] shares of common stock [removed: to be received] in [removed: respect thereof)] [added: connection with the Reorganization Mergers and] are subject to customary one- and two-year transfer restrictions that will apply, as applicable, until October 1, 2023 and October 1, 2024.
[added: In addition,] Messrs.
Kravis and Roberts [removed: are] [added: were] authorized to allocate the balance of any outstanding and unallocated KKR Holdings [removed: units,] [added: Units,] in their sole discretion, to themselves or others, on such terms as they [removed: determine,] [added: determined,] prior to the closing of the [removed: mergers contemplated by the] Reorganization [removed: Agreement.][added: Mergers.]
All of [removed: these] [added: the foregoing] KKR Holdings [removed: units represent] [added: Units represented] KKR Group Partnership [removed: units] [added: Units] that [removed: are] [added: were] already outstanding, and [removed: therefore] [added: therefore,] their vesting and allocations as described above [removed: do] [added: did] not represent any incremental dilution to KKR.
[removed: Base Salary][added: *Base Salary*]
For [removed: 2021,] [added: 2022,] Messrs.
Kravis, Roberts, Bae, [removed: Nuttall,] [added: Nuttall and] Lewin and [removed: Sorkin] [added: Ms. Sudol] were each paid an annual salary of [removed: $300,000.][added: $300,000 (which was pro-rated for Ms. Sudol).]
[removed: Year-End] [added: *Year-End] Bonus [removed: Compensation][added: Compensation*]
Our Co-Executive Chairmen did not receive any year-end cash bonus compensation in [removed: 2021.][added: 2022.]
In [removed: 2021,] [added: 2022,] our Co-Chief Executive Officers were awarded year-end cash compensation as bonus payments that were determined by our [removed: Co- Executive] [added: Co-Executive] Chairmen.
In [removed: 2021,] [added: 2022,] our Chief Financial Officer and [added: our] General Counsel were awarded year-end cash compensation as bonus payments that were determined by our Co-Chief Executive Officers.
[removed: Certain] [added: With respect to our named executive officers (other than our Co-Executive Chairmen), certain] factors that were considered when determining the size of their bonus payments include (i) their respective contributions and accomplishments in [removed: 2021] [added: 2022] 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: 2021] [added: 2022] as compared to the prior year; and (iv) the overall financial performance of the firm in [removed: 2021] [added: 2022] as compared to the prior [removed: year] [added: year, taking into account difficult global and regional market and economic conditions,] based on certain financial measures considered by management, including but [added: not limited to fee-related earnings.]
[removed: Bae and Nuttall,] [added: More specifically, in assessing the contributions by] our [removed: Co-Executive Chairmen considered their services as Co-Presidents/Co-Chief Operating Officers and] Co-Chief Executive [removed: Officers during 2021] [added: Officers, their joint leadership of the firm] and their day-to-day management of the firm's business [removed: as well as their joint leadership of the firm.][added: were considered.]
In assessing [removed: Mr. Lewin's contributions,] our [added: Chief Financial Officer, 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.
In assessing [removed: Mr. Sorkin's] [added: our General Counsel’s] contributions, [removed: they considered his] [added: consideration was given to the successful start in her new role at KKR and anticipated performance with respect to operational and strategic goals, compensation of individuals in similar roles, and comparable firms and her] leadership and oversight of our global legal, compliance, enterprise risk and internal audit [removed: functions and his role with respect] [added: functions, as well as her contributions in 2022] to [removed: the] strategic initiatives undertaken by the firm.
Based on the firm's [removed: positive 2021] [added: 2022] results and the individual contributions described above, our Co-Executive Chairmen determined the aggregate size of the bonus payments to [removed: Messrs.][added: our Co-Chief Executive Officers, and our Co-Chief Executive Officers determined the aggregate size of the bonus payments to our Chief Financial Officer and our General Counsel.]
We believe that the discretion [removed: permitted] [added: given] to our 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 Co-Chief Executive Officers, Chief Financial Officer and General Counsel for [removed: 2021] [added: 2022] are reflected in the Bonus column of the [removed: 2021] [added: 2022] Summary Compensation Table below.
[removed: In lieu of receiving an annual grant of equity awards for 2021 year-end compensation,] [added: For example,] certain named executive officers received long-term incentive equity [removed: awards, as well as certain grants] [added: awards and equity awards with respect to year-end compensation] in [removed: early] 2021.
[removed: Except as explained below for our Co-Chief Executive Officers for the next five years,] [added: Otherwise] a grant of equity awards [removed: in connection with year-end compensation] could be made to our named executive officers after the date of this [removed: Annual Report.][added: report.]
[removed: Incentive] [added: *Incentive] Equity [removed: Awards][added: Awards*]
The overall objectives of these grants [removed: were] [added: are] principally to incentivize our most senior employees, to align their interests with those of our stockholders, and to retain them by providing meaningful long-term economic incentives.
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 [removed: certain] [added: the] specified stock price [removed: targets between $45.00 and $70.00 per share, all] [added: targets,] of which [added: none] have been achieved as of December 31, [removed: 2021.][added: 2022.]
[removed: These restricted] [added: Restricted] holdings units [removed: will] [added: that satisfy this market price vesting condition are eligible to] vest on [removed: May] [added: April] 1, [removed: 2026] [added: 2027,] if the named executive officer continues to serve as an employee until that date, subject to certain exceptions.
Ms. Sudol joined us in September 2022 and succeeded David Sorkin, who became our Chief Legal Officer.
Ms. Sudol will become our Chief Legal Officer as of April 1, 2023.
Our hiring and compensation determinations took into account the fact that Ms. Sudol is a leading corporate mergers and acquisitions and private equity lawyer who joined us from Simpson Thacher & Bartlett LLP, a nationally recognized law firm, and that she had worked extensively with KKR while at Simpson Thacher.
During her 24-year career at Simpson Thacher, Ms. Sudol held a number of leadership roles, including as Global Co-Head of Mergers & Acquisitions, a long time member of its Executive Committee, and head of its mergers and acquisitions practice in Asia from 2010 through 2018.
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
These factors are less relevant for our General Counsel, because she joined the firm in September 2022.
The firm experienced the impact of difficult global and regional market and economic conditions in 2022.
Nevertheless, the firm’s management fees, fee related earnings, assets under management, and fee paying assets under management were higher in 2022 as compared to 2021.
From time to time, we may grant equity awards consisting of restricted holdings units.
In October 2022, we granted Ms. Sudol 200,000 restricted holdings units with time-based vesting conditions, which provide for vesting in five equal installments beginning April 1, 2023 through April 1, 2027, subject to her continued service through each vesting date, subject to certain exceptions.
We also granted Ms. Sudol 200,000 restricted holdings units with market price and cliff service vesting conditions, which provide for vesting based on prices of common stock ranging from $75 to $115 and Ms. Sudol’s continued service to April 1, 2027, subject to certain exceptions.
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
Although, we have not recently granted year-end equity awards to our executive officers annually, we may make such equity grants from time to time.
See also “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table”.
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
| Henry R. Kravis | | | | | | | | | 2022 | | | | | | 300,000 | | | | | | — | | | | | | 29,991,767 | | | | | | 78,055,688 | | | (3) | | | 108,347,455 | | |
| George R. Roberts | | | | | | | | | 2022 | | | | | | 300,000 | | | | | | — | | | | | | 29,991,711 | | | | | | 78,017,254 | | | (4) | | | 108,308,965 | | |
| Joseph Y. Bae | | | | | | | | | 2022 | | | | | | 300,000 | | | | | | 19,350,000 | | | | | | — | | | | | | 60,349,836 | | | (5) | | | 79,999,836 | | |
| Scott C. Nuttall | | | | | | | | | 2022 | | | | | | 300,000 | | | | | | 19,350,000 | | | | | | — | | | | | | 58,618,684 | | | (6) | | | 78,268,684 | | |
| Robert H. Lewin | | | | | | | | | 2022 | | | | | | 300,000 | | | | | | 5,950,000 | | | | | | — | | | | | | 8,178,845 | | | (7) | | | 14,428,845 | | |
| Kathryn K. Sudol (8) | | | | | | | | | 2022 | | | | | | 96,591 | | | | | | 4,066,667 | | | | | | 14,434,000 | | | | | | 50,000 | | | (9) | | | 18,647,258 | | |
| General Counsel and Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
| (5) | | | Consists of $60,249,836 in cash payments of carried interest from the carry pool during 2022. For 2022, also consists of the following payments made by KKR (unless otherwise noted): $25,000 related to financial planning services fees; $25,000 related to tax preparation fees; and $50,000 of matching charitable donations. KKR also paid certain amounts for the use for KKR business of aircraft in which Mr. Bae owns a fractional interest, as described in "Certain Relationship and Related Party Transactions, Director Independence—Firm Use of Private Aircraft." From time to time, family members and other personal guests of Mr. Bae may accompany him on such flights or otherwise on business travel, for which KKR incurs no incremental cost. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (9) | | | Consists of the following payments made by KKR: $50,000 of matching charitable donations. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Henry R. Kravis | | | 05/27/2022 | | | — | | | — | | | — | | | 535,185 | | | (2) | | | $ | 29,991,767 | |
| George R. Roberts | | | 05/27/2022 | | | — | | | — | | | — | | | 535,184 | | | (2) | | | $ | 29,991,711 | |
| Joseph Y. Bae | | | — | | | — | | | — | | | — | | | — | | | | | | $ | — | |
| Scott C. Nuttall | | | — | | | — | | | — | | | — | | | — | | | | | | $ | — | |
| Kathryn K. Sudol (3) | | | 10/3/2022 | | | 40,000 (4) | | | — | | | 200,000 | | | — | | | | | | $ | 5,078,000 | |
| | | | 10/3/2022 | | | — | | | — | | | — | | | 200,000 | | | (5) | | | $ | 9,356,000 | |
(3)The amounts represent restricted holdings units granted under our 2019 Equity Incentive Plan in the fiscal year ended December 31, 2022 to Ms. Sudol.
(4)20% of the award granted in October 2022 is eligible to vest at the threshold market price of $75.00 and additional tranches of the award are eligible to vest at various prices up to $115.00.
The terms of these restricted holdings units are described under the caption "—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table" below.
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
On May 31, 2022, KKR completed the Reorganization Mergers contemplated by the Reorganization Agreement pursuant to which KKR acquired KKR Holdings and all of the KKR Group Partnership Units held by it.
Prior to the completion of the Reorganization Mergers (as described in Note 1 "Organization" and “Certain Terms Used in this Report”), KKR Holdings Units were exchangeable on a one-for-one basis for shares of our common stock.
In connection with the Reorganization Mergers, all KKR Holdings Units were exchanged for shares of our common stock pursuant to the Reorganization Agreement.
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
KKR Holdings units are, subject to certain restrictions, exchangeable for shares of our common stock, on a one-for-one basis, and generally cannot be sold to third parties for monetary value unless they are first exchanged for shares of our common stock.
Because KKR Holdings units are exchangeable for shares of our common stock, we believe that our named executive officers' interests are aligned with those of our stockholders.
KKR Holdings, from time to time, receives distributions that are made on KKR Group Partnership Units that are held by it.
As of February 24, 2022, approximately 1.1 million KKR Holdings units remain unallocated, which as discussed below, Messrs.
Kravis and Roberts are authorized to allocate to themselves or others.
In the case 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).
Our Co-Executive Chairmen and Co-Chief Executive Officers made their subjective determinations by assessing our overall performance and the contributions that the named executive officer made to our development and success, as a firm, during the year.
not limited to after-tax distributable earnings.
More specifically, in assessing the contributions by Messrs.
Despite the ongoing pandemic, the firm experienced strong financial performance in 2021, with fee related earnings, after-tax distributable earnings and book value up significantly over the prior year.
Bae and Nuttall, and our Co-Chief Executive Officers determined the aggregate size of the bonus payments to Messrs.
Lewin and Sorkin.
In prior years, certain named executive officers received equity awards as part of their annual year-end bonus compensation.
See "—Incentive Awards" for a description of incentive equity awards granted in 2021.
On February 18, 2021, 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 Co-Executive Chairmen.
Following the approval of our board of directors, we made the following grants of restricted holdings units under our 2019 Equity Incentive Plan: 1,000,000 restricted holdings units to Mr. Bae, 900,000 restricted holdings units to Mr. Lewin and 300,000 restricted holdings units to Mr. Sorkin.
Equity awards to the named executive officers were determined considering their existing relative levels of KKR equity ownership at such time.
The restricted holdings units granted to these named executive officers are subject to a market price vesting condition.
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.
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).
The CEO Awards are subject to one- and two-year transfer restrictions after vesting and remain subject to minimum retained ownership requirements.
Under the Reorganization Agreement, until KKR acquires control of the carry pool (which will occur no later than December 31, 2026), our Co-Founders will continue to make decisions regarding the allocation of carry proceeds to themselves and others, provided that any allocation of carry proceeds to the Co-Founders will be on a percentage basis, consistent with past practice.
Allocations of carried interest, including any reserved carried interest, are determined by our Co-Founders acting through the general partner of KKR Associates Holdings.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | 2019 | | | | | | 300,000 | | | | | | — | | | | | | — | | | | | | 39,822,617 | | | | | | 40,122,617 | | |
| | | | | | | | | | 2019 | | | | | | 300,000 | | | | | | — | | | | | | — | | | | | | 39,865,377 | | | | | | 40,165,377 | | |
| | | | | | | | | | 2019 | | | | | | 300,000 | | | | | | 8,300,000 | | | | | | — | | | | | | 26,372,589 | | | | | | 34,972,589 | | |
| | | | | | | | | | 2019 | | | | | | 300,000 | | | | | | 8,300,000 | | | | | | — | | | | | | 26,637,879 | | | | | | 35,237,879 | | |
| David J. Sorkin | | | | | | | | | 2021 | | | | | | 300,000 | | | | | | 5,450,000 | | | | | | 10,230,000 | | | | | | 4,664,923 | | | (9) | | | 20,644,923 | | |
| General Counsel | | | | | | | | | 2020 | | | | | | 300,000 | | | | | | 3,550,000 | | | | | | — | | | | | | 3,318,106 | | | | | | 7,168,106 | | |
| | | | | | | | | | 2019 | | | | | | 300,000 | | | | | | 2,800,000 | | | | | | — | | | | | | 3,361,433 | | | | | | 6,461,433 | | |
An excerpt. Shown here: 40 of 166 rewritten, 40 of 101 added and 40 of 101 removed. The counts are complete. For every sentence, read Item 11. EXECUTIVE COMPENSATION in the FY2022 filing and the FY2021 filing.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
20 rewritten, 28 added, 38 removed, 11 unchanged
The following table sets forth the beneficial ownership of our common stock [removed: and KKR Group Partnership Units that are, together with shares of our Series II preferred stock, exchangeable for shares of our common stock] by:
- each person known to us to beneficially own more than 5% of [removed: any class of] our [removed: outstanding voting securities] [added: common stock] based on our review of filings with the SEC;
- each of our [removed: directors, persons chosen to become a director] [added: directors] and named executive officers; and
- our directors and [removed: named] executive officers as a group.
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 24, [removed: 2022.][added: 2023.]
| Adriane M. Brown | | | | | | | | | | | | | | | | | | | | | [removed: 785 | | | | | | * | | | — | | | | | | —] [added: 3,264] | | | | | | * | | |
| Matthew R. Cohler | | | | | | | | | | | | | | | | | | | | | [removed: 68,127 | | | | | | * | | | — | | | | | | —] [added: 89,167] | | | | | | * | | |
| Mary N. Dillon | | | | | | | | | | | | | | | | | | | | | [removed: 16,505 | | | | | | * | | | — | | | | | | —] [added: 18,984] | | | | | | * | | |
| Joseph A. Grundfest | | | | | | | | | | | | | | | | | | | | | [removed: 82,979 | | | | | | * | | | — | | | | | | —] [added: 85,458] | | | | | | * | | |
| Arturo Gutiérrez Hernández | | | | | | | | | | | | | | | | | | | | | [removed: 1,900 | | | | | | * | | | — | | | | | | —] [added: 4,379] | | | | | | * | | |
| John B. Hess | | | | | | | | | | | | | | | | | | | | | [removed: 10,979 | | | | | | * | | | — | | | | | | —] [added: 13,458] | | | | | | * | | |
| Dane E. Holmes | | | | | | | | | | | | | | | | | | | | | [removed: 1,900 | | | | | | * | | | — | | | | | | —] [added: 4,379] | | | | | | * | | |
| Xavier B. Niel | | | | | | | | | | | | | | | | | | | | | [removed: 19,393 | | | | | | * | | | — | | | | | | —] [added: 21,872] | | | | | | * | | |
| Patricia F. Russo | | | | | | | | | | | | | | | | | | | | | [removed: 75,979 | | | | | | * | | | — | | | | | | —] [added: 78,458] | | | | | | * | | |
| Evan T. Spiegel | | | | | | | | | | | | | | | | | | | | | [removed: — | | | | | | — | | | — | | | | | | —] [added: 2,479] | | | | | | [removed: —] [added: *] | | |
[removed: (3)The] [added: (1)The] address of each director is c/o KKR & Co. Inc., 30 Hudson Yards, New York, New York, 10001.
The table set forth below provides information concerning the awards that may be issued under our Equity Incentive Plans as of December 31, [removed: 2021.][added: 2022.]
| Equity Compensation Plans Approved by Security Holders | | | [removed: 56,452,235] [added: 60,785,947] | | | — | | | [removed: 70,812,698] [added: 65,305,996] | | |
(1)Reflects the aggregate number of restricted stock units granted under our Equity Incentive Plans and outstanding as of December 31, [removed: 2021.][added: 2022.]
(2)The aggregate number of shares of common stock available under our 2019 Equity Incentive Plan is increased, on the first day of each fiscal year, by a number of shares of common stock equal to the positive difference, if any, between (x) 15% of the number of [removed: Diluted Common Shares] [added: diluted shares of common stock] outstanding at the close of business on the last day of the immediately preceding fiscal year minus (y) the number of shares of common stock available for issuance in respect of outstanding awards and the grant of future awards, in each case, under our 2019 Equity Incentive Plan as of the last day of such year, unless the Administrator in its sole discretion should decide to increase the number of shares of common stock available under the plan by a lesser amount on any such date.
The percentage of beneficial ownership is based on 861,107,985 shares of common stock issued and outstanding as of February 24, 2023.
The table below does not reflect ownership of the sole outstanding share of our Series I preferred stock by KKR Management LLP, which exercises significant voting power as set forth in our certificate of incorporation.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name (1) | | | | | | | | | | | | | | | | | | | | | Common Stock Beneficially Owned (2) | | | | | | Percentage of Common Stock Beneficially Owned | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| George R. Roberts (3) | | | | | | | | | | | | | | | | | | | | | 88,692,855 | | | | | | 10.3% | | |
| Henry R. Kravis (4) | | | | | | | | | | | | | | | | | | | | | 83,370,688 | | | | | | 9.7 | | |
| Scott C. Nuttall (5) | | | | | | | | | | | | | | | | | | | | | 21,064,424 | | | | | | 2.4 | | |
| Joseph Y. Bae (6) | | | | | | | | | | | | | | | | | | | | | 18,331,070 | | | | | | 2.1 | | |
| Raymond J. McGuire | | | | | | | | | | | | | | | | | | | | | 1,202 | | | | | | * | | |
| Robert W. Scully | | | | | | | | | | | | | | | | | | | | | 166,458 | | | | | | * | | |
| Robert H. Lewin | | | | | | | | | | | | | | | | | | | | | 1,209,226 | | | | | | * | | |
| Kathryn K. Sudol (7) | | | | | | | | | | | | | | | | | | | | | 40,000 | | | | | | * | | |
| Directors and executive officers as a group (20 persons) (3)(4)(5)(6)(8) | | | | | | | | | | | | | | | | | | | | | 216,378,211 | | | | | | 25.1% | | |
(2)Unless otherwise indicated, each individual has sole voting power and sole investment power with respect to the shares owned.
(3)Includes (i) 2,630,000 shares held by a charitable foundation over which Mr. Roberts has shared voting power and (ii) 1,043,242 shares held by a limited partnership over which Mr. Roberts has sole investment power.
(4)Includes (i) 15,277 shares held by Mr. Kravis's spouse over which Mr. Kravis may be deemed to share investment and voting power and (ii) 1,549,369 shares held by a limited partnership over which Mr. Kravis has sole investment power.
(5)Includes (i) 129,301 shares held by a trust over which Mr. Nuttall has the right to acquire shared investment and voting power, (ii) 2,782 shares held by a limited liability company over which Mr. Nuttall may be deemed to share investment and voting power and (iii) 920,000 shares held by a
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
charitable foundation over which Mr. Nuttall has shared voting power.
Not included in the table above is 211,540 shares held by a charitable foundation for which Mr. Nuttall has non-binding advisory powers, which shares have not been sold as of the date of this filing.
(6)Includes 384,257 shares held by a trust over which Mr. Bae has the right to acquire shared investment and voting power.
Not included in the table above is 450,000 shares held by a charitable foundation for which Mr. Bae has non-binding advisory powers, which shares have not been sold as of the date of this filing.
(7)Represents restricted holdings units scheduled to vest within 60 days of February 24, 2023.
(8)Includes 106,666 restricted holdings units which are vested or scheduled to vest within 60 days of February 24, 2023.
| Total | | | 60,785,947 | | | — | | | 65,305,996 | | |
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
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 591,145,410 shares of common stock issued and outstanding and 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 24, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | Common Stock Beneficially Owned | | | | | | | | | 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 | | | | | | Percent (4) | | |
| KKR Holdings (5) | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | 258,726,163 | | | | | | 100.0% | | | | | | 30.4% | | |
| BlackRock, Inc. (6) | | | | | | | | | | | | | | | | | | | | | 39,150,255 | | | | | | 6.6 | | | — | | | | | | — | | | | | | 4.6 | | |
| The Vanguard Group Inc. (7) | | | | | | | | | | | | | | | | | | | | | 33,016,281 | | | | | | 5.6 | | | — | | | | | | — | | | | | | 3.9 | | |
| 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 | | |
| Thomas M. Schoewe | | | | | | | | | | | | | | | | | | | | | 83,579 | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| Robert W. Scully | | | | | | | | | | | | | | | | | | | | | 163,979 | | | | | | * | | | — | | | | | | — | | | | | | * | | |
| Robert H. Lewin | | | | | | | | | | | | | | | | | | | | | 83,376 | | | | | | * | | | 1,089,976 | | | | | | * | | | | | | * | | |
| 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% | | |
(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 the terms as described under "Certain Relationships and Related Transactions, and Director Independence—Exchange Agreement."
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.
(2)On any matters that may be submitted to a vote of the holders of common stock, holders of Series II preferred stock are entitled to one vote per share of Series II preferred stock subject to adjustments as provided in our certificate of incorporation, and such holders are entitled to participate in the vote on the same basis as the holders of our common stock.
(4)This column assumes the exchange of KKR Group Partnership Units and Series II preferred stock into shares of common stock and a number of outstanding shares of common stock calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act.
(5)KKR Holdings owns, beneficially or of record, 258,726,163 exchangeable KKR Group Partnership Units and shares of Series II preferred stock.
Our principals hold interests in KKR Holdings that 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 Units and shares of Series II preferred stock held by KKR Holdings and voting control over all shares of Series II preferred stock held by KKR Holdings.
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.
Messrs.
Kravis and Roberts, by virtue of their rights under the organizational documents of KKR Holdings GP Limited (the general partner of KKR Holdings and such affiliate), may be deemed to share dispositive and/or voting power with respect to the KKR Group Partnership Units and shares of Series II preferred stock held by KKR Holdings and the common stock held by such affiliate.
Each of Messrs.
Kravis and Roberts disclaims beneficial ownership of 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 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 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.
The address of KKR Holdings is 30 Hudson Yards, New York, New York 10001.
(6)Based on a Schedule 13G filed with the SEC on February 8, 2022, BlackRock, Inc. reports it is the beneficial owner of 39,150,255 shares of common stock, with sole voting power over 35,297,173 shares of common stock, and sole dispositive power over 39,150,255 shares of common stock.
The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
(7)Based on a Schedule 13G/A filed with the SEC on February 9, 2022, as of December 31, 2021, The Vanguard Group reports it is the beneficial owner of 33,016,281 shares of common stock, with sole dispositive power over 31,865,367 shares of common stock, shared voting power over 464,314 shares of common stock and shared dispositive power over 1,150,914 shares of common stock.
The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(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 | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
52 rewritten, 34 added, 28 removed, 64 unchanged
For additional information, you should read the copies of [removed: our Reorganization Agreement, exchange agreement, registration rights agreement, tax receivable agreement and the limited partnership agreement of KKR Group Partnership,] [added: such agreements,] all of which have been [added: previously] filed [added: with the SEC] or incorporated by reference as exhibits to this report.
On October 8, 2021, KKR entered into a Reorganization Agreement with KKR Holdings, KKR Associates Holdings, KKR Management [added: (the holder of the sole outstanding share of Series I preferred stock),] 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 [removed: it,] [added: it (which as noted below is completed),] (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.
[removed: In particular, the] [added: The] Reorganization Agreement [added: further] provides for:
[removed: (ii)] [added: (i)] the future elimination of control of [removed: New] KKR [removed: Parent] [added: & Co. Inc.] by KKR Management, by having all voting power vested in the common stock of [removed: New] KKR [removed: Parent] [added: & Co. Inc.] on a one vote per share basis on the Sunset Date (as defined below), which will be no later than December 31, 2026, [added: and]
[removed: (iii)] [added: (ii)] also on the Sunset Date, the future acquisition of control by KKR of KKR Associates Holdings when a subsidiary of [removed: New] KKR [removed: Parent] [added: & Co. Inc.] will become the general partner of KKR Associates [removed: Holdings,][added: Holdings.]
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 [removed: Mr. Henry Kravis and Mr. George Roberts (collectively, "Co-Founders")] [added: our Co-Founders] has occurred (or any earlier date consented to by KKR Management, [removed: which is the holder of the sole outstanding share of Series I preferred stock,] in its sole discretion).
The transactions contemplated to occur under the Reorganization Agreement (including the [removed: establishment of New KKR Parent, the Holdings Merger,] [added: Reorganization Mergers,] 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.
Kravis, Roberts, Bae, Nuttall, [removed: Lewin and] [added: Lewin,] Sorkin, [removed: indirectly hold] [added: and Stork and] their [removed: KKR Group Partnership Units.][added: personal or estate planning vehicles, respectively.]
[removed: There will be] [added: Following the completion of the Reorganization Mergers on May 31, 2022, there are] no more exchanges of KKR Group [removed: Partnership] [added: Partnerships] Units [removed: held by KKR Holdings following the closing of the merger transactions] contemplated [removed: by the Reorganization Agreement.][added: to occur.]
[removed: Registration] [added: *Registration] Rights [removed: Agreement][added: 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 (including the shares of [removed: New] KKR [removed: Parent following the closing of the merger transactions contemplated by] [added: & Co. Inc. received in] the Reorganization [removed: Agreement)] [added: Mergers)] 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.
Under the registration rights agreement, holders of registration rights [removed: will] have the right to [removed: request us to register shares of our common stock received upon the exchange of their KKR Holdings units and the sale of such shares and also have the right to] require us to make available shelf registration statements permitting sales of shares of common stock into the market from time to time over an extended period.
On October 1, 2010, the registration statement we filed pursuant to this agreement was declared effective, and related post-effective amendments were declared effective on April 14, 2011, September 21, [removed: 2011 and] [added: 2011,] July 10, [removed: 2018.][added: 2018 and June 6, 2022.]
KKR Group Partnership [removed: has] made an election under Section 754 of the Code that [removed: will remain in effect] [added: was effective] for each taxable year in which an exchange of KKR Group Partnership Units for shares of common stock [removed: occurs,] [added: occurred prior to May 30, 2022,] which may [removed: result] [added: have resulted] in an increase in our tax basis of the assets of KKR Group Partnership at the time of an exchange of KKR Group Partnership Units.
Certain of these exchanges [removed: are expected to result] [added: have resulted] in an increase in our share of the tax basis of the tangible and intangible assets of KKR Group Partnership, primarily attributable to a portion of the goodwill inherent in our business that would not otherwise have been available.
This increase in tax basis [removed: may increase] [added: has increased certain] depreciation and amortization deductions for tax purposes and therefore [added: is expected to] reduce the amount of income tax we otherwise would be required to [removed: pay in the future.][added: pay.]
This increase in tax basis [removed: may] [added: is expected to] also decrease gain (or increase loss) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
[removed: We have entered into a] [added: The surviving payment obligations under the] tax receivable agreement [removed: with KKR Holdings, which requires] [added: require] us to pay to [removed: KKR Holdings, or to current and] former [removed: principals] [added: limited partners of KKR Holdings] who [removed: have] exchanged KKR Holdings [removed: units] [added: Units] for shares of common stock [removed: as transferees of KKR Group Partnership Units,] 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we [removed: realize] [added: realized] as a result of the increase in tax basis described above, as well as 85% of the amount of any such savings we actually realize as a result of increases in tax basis that arise due to future payments under the agreement.
We [removed: expect to] benefit from the remaining 15% of cash savings, if any, in income tax that we realize.
[added: These payment obligations are obligations of KKR Group Co. Inc. and its wholly-owned subsidiary, KKR Group Holdings Corp., which are treated as corporations for U.S. tax purposes, but are not payment obligations of KKR & Co. Inc. or KKR Group Partnership L.P.] Payments made under the tax receivable agreement are required to be made within 90 days of the filing of our tax returns, which may result in a timing difference between the tax savings received by KKR and the cash payments made to the [removed: exchanging holders] [added: former limited partners] of KKR [removed: Group Partnership Units.][added: Holdings.]
There is no tax receivable agreement in place for any exchange of restricted holdings units granted under the 2019 Equity Incentive Plan, and [removed: therefore] [added: therefore,] we will receive 100% of any tax benefits arising from such [removed: exchange.][added: exchanges unless we exercise discretion to make tax distributions to holders of restricted holdings units.]
For purposes of the tax receivable agreement, cash savings in income tax [removed: will be] [added: is] 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 KKR Group Partnership as a result of the exchanges of KKR Group Partnership Units and had we not entered into the tax receivable agreement.
[removed: The amendment also clarifies that the tax benefit payments with respect to exchanges completed at any time prior to the] Conversion will be calculated without taking into account the step-up in tax basis in our underlying assets that we generated in 2018 as a result of the Conversion.
The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary [removed: depending] [added: based] upon a number of factors, [removed: including:][added: including the amount of tax, if any, we were required to pay aside from any tax benefit from the exchanges, and the timing of any such payment.]
[removed: - the amount of tax, if any, we are required to pay aside from any tax benefit from the exchanges, and the timing of any such payment—if] [added: If] we do not have taxable income aside from any tax benefit from the exchanges, we will not be required to make payments under the tax receivable agreement for that taxable year because no tax savings will have been actually realized.
We expect that as a result of the amount of the increases in the tax basis of the tangible and intangible assets of 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 could be [removed: substantial.][added: significant.]
The payments under the tax receivable agreement are not conditioned upon our principals' continued ownership of us and are required to be made within [removed: 125] [added: 90] days of the filing of our tax returns.
During the year ended December 31, [removed: 2021,] [added: 2022,] an aggregate of [removed: $7.2] [added: $10.3] 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 [removed: that are] received by [removed: an exchanging or selling holder of partner interests in] [added: principals who exchanged] KKR [removed: Group Partnership] [added: Holdings Units prior to May 30, 2022] under the tax receivable agreement.
[added: For example, the earlier disposition of assets following an exchange or acquisition transaction generally would accelerate] payments under the tax receivable agreement and [added: would] increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction [removed: will] [added: would generally] increase a principals' tax liability without giving rise to any rights of a principal to receive payments under the tax receivable agreement.
Payments under the tax receivable agreement [removed: will be] [added: are] based upon the tax reporting positions that we [removed: will determine.][added: determined.]
We are not aware of any issue that would cause the IRS to challenge a tax basis [removed: increase.][added: increase that we have taken.]
However, [removed: neither] [added: none of the former limited partners of] KKR Holdings [removed: nor its transferees] will reimburse us for any payments previously made under the tax receivable agreement if such tax basis increase, or the tax benefits we [removed: claim] [added: claimed] arising from such increase, is successfully challenged by the IRS.
As a result, in certain [removed: circumstances] [added: circumstances,] payments to [added: former limited partners of] KKR Holdings [removed: or its transferees] under the tax receivable agreement could be in excess of our cash tax savings.
See "Risk Factors—Risks Related to Our Organizational Structure—We will be required to pay our principals for most of the benefits relating to our use of tax attributes we receive from [added: certain] prior [removed: and future] exchanges of our common stock for KKR Group Partnership [removed: Units and related transactions, and the timing and value of these tax attributes differ from those of our restricted stock units."][added: Units."]
[removed: Upon the consummation of the merger transactions contemplated by the Reorganization Agreement, the] [added: On May 30, 2022, KKR's] tax receivable agreement with KKR Holdings [removed: will terminate,] [added: was terminated,] other than with respect to exchanges [added: of KKR Holdings Units for common stock] that [removed: have] occurred prior to [removed: the closing of the mergers contemplated by the] Reorganization [removed: Agreement.][added: Mergers.]
[removed: Since January 1, 2021,] [added: For the year ended December 31, 2022,] we paid a total of [removed: $1.7] [added: $2.9] 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).
Of this total, [removed: $1.2] [added: $2.0] million relates to use of an aircraft owned by an entity controlled by Mr. Kravis, and [removed: $0.5] [added: $0.9] million relates to use of an aircraft owned by an entity controlled by Mr. Roberts.
The cash invested by our current and former employees and certain other qualifying personnel and their investment vehicles aggregated to [removed: $685.8] [added: $714.8] million for the year ended December 31, [removed: 2021,] [added: 2022,] of which [removed: $45.1] [added: $44.7] million, [removed: $117.7] [added: $114.4] million, [removed: $30.3] [added: $24.2] million, [removed: $24.6] [added: $22.5] million, [removed: $3.0 million] [added: $3.2 million, $0.7 million,] and [removed: $1.5] [added: $3.5] million was invested by Messrs.
On May 31, 2022, the merger transactions (“Reorganization Mergers) contemplated by the Reorganization Agreement to simplify KKR’s corporate structure were completed.
In the Reorganization Mergers, KKR acquired KKR Holdings (which changed its name to KKR Group Holdings L.P.) and 258.3 million KKR Group Partnership Units held by it, and in exchange KKR issued and delivered 266.8 million shares of common stock to the former limited partners of KKR Holdings.
Following the Reorganization Mergers, our principals own the same common stock as the public stockholders of KKR & Co. Inc. (which was formerly known as KKR Aubergine Inc. and become the successor holding company of our business).
For additional information about the Reorganization Mergers, please see note 1 “Organization” in our financial statements included in this report.
The incremental 8.5 million shares of common stock of KKR & Co. Inc. received in the Reorganization Mergers are not be transferable (except in the case of death or for estate planning purposes) prior to the Sunset Date, and in addition, KKR Management agreed not to transfer its ownership of the sole share of Series I preferred stock.
Because the Reorganization Mergers have been completed, the changes to occur effective on the Sunset Date are unconditional commitments of KKR Management, KKR Associates Holdings, KKR & Co. Inc., and the other parties to the Reorganization Agreement.
KKR Group Co. Inc. (formerly KKR & Co. Inc.) had an exchange agreement with KKR Holdings, pursuant to which KKR Holdings and its limited partners could have exchanged KKR Group Partnership Units held by or transferred to them for shares of our common stock on a one-for-one basis.
The final exchange of KKR Group Partnership Units occurred on May 18, 2022.
The exchange agreement was terminated on February 24, 2023.
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We had a tax receivable agreement with KKR Holdings, pursuant to which we were required to pay to KKR Holdings or to its limited partners a portion of the tax savings realized by exchanges of KKR Group Partnership Units for shares of common stock pursuant to the exchange agreement described above.
As noted above, the tax receivable agreement was terminated on May 30, 2022, but we remain obligated to make payments under the tax receivable agreement with respect to any exchanges completed prior to May 30, 2022.
The surviving payment obligations of the tax receivable agreement continue until all such tax benefits have been utilized or expired.
The amendment also clarifies that the tax benefit payments with respect to exchanges completed at any time prior to the
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If we did not have taxable income aside from any tax benefit from the exchanges, we were not required to make payments under the tax receivable agreement for that taxable year because no tax savings would have been actually realized.
The amount of tax, if any, we are required to pay aside from any tax benefit from the exchanges, and the timing of any such payment.
As of December 31, 2022, an undiscounted payable of $420.6 million has been recorded in due to affiliates in the financial statements representing management's best estimate of the amounts currently expected to be owed for certain exchanges of KKR Holdings Units that took place prior to the termination of the tax receivable agreement.
For further information, see Note 21 "Related Party Transactions" in our financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Needs—Tax Receivable Agreement" in this report.
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From time to time, we use private aircraft to transport employees for business purposes.
In accordance with the Company's policy on reimbursement of the cost of use of private aircraft while traveling for business, the Company reimbursed certain of our executive officers for firm use of private aircraft.
For the year ended December 31, 2022, we reimbursed Mr. Bae approximately $630,000 for the use of private aircraft in which he has fractional share ownership arrangements.
Our reimbursement covered variable costs based on established rates, plus a pro rata portion of management fees, but did not cover any other reimbursement for capital costs or purchase price.
Such investments associated with Mr. Hess were
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Menlo Park Office
Our office in Menlo Park, California is owned by a real estate partnership that is controlled and majority-owned by persons unaffiliated with KKR and its executive officers.
However, Messrs.
Kravis and Roberts and their estate planning vehicles own and control a minority limited partner interest in the real estate partnership.
In November 2022, KKR entered into a new 15-year lease with the real estate partnership, representing an annual rent of $6.3 million, subject to certain current and annual adjustments.
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(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”),
(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.
In addition, KKR Management agreed not to transfer its ownership of the sole share of Series I preferred stock.
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.
We have entered into an exchange agreement with KKR Holdings, the entity through which certain of our employees, including Messrs.
Pursuant to the exchange agreement, KKR Holdings or certain transferees of its KKR Group Partnership Units may, on a quarterly basis (subject to the terms of the exchange agreement), exchange KKR Group Partnership Units held by them (together with corresponding shares of Series II preferred common stock) for shares of our common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, stock distributions and reclassifications.
At the election of the general partner of KKR Group Partnership, 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 KKR Group Partnership will be correspondingly increased.
Any shares of common stock received upon such exchange will be subject to any restrictions that were applicable to the exchanged KKR Group Partnership Units, including any applicable transfer restrictions.
During the year ended December 31, 2021, 16,900,330 KKR Group Partnership Units were exchanged for shares of our common stock pursuant to this agreement.
Certain interests in KKR Holdings that are held by our employees are subject to transfer restrictions and vesting requirements that, unless waived, modified or amended, limit the ability of our employees to cause KKR Group Partnership Units to be exchanged under the exchange agreement so long as applicable vesting and transfer restrictions apply.
The general partner of KKR Holdings, which is controlled by our founders, will have sole authority for waiving any applicable vesting or transfer restrictions.
As contemplated by the exchange agreement, a coordinated selling program has been established relating to sales of shares of common stock received pursuant to the exchanges by certain holders of KKR Holdings units and restricted holdings units.
Pursuant to the program, sales generally take place quarterly, and management is permitted to establish an overall limit on such sales based upon the trading volume of our common stock or any other factor that may be considered relevant.
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.
As of December 31, 2021, 258,726,163 shares of common stock remain unissued under that registration statement.
We are required to acquire KKR Group Partnership Units from time to time pursuant to our exchange agreement with KKR Holdings.
These payment obligations are obligations of KKR & Co. Inc. and its wholly-owned subsidiary and not of KKR Group Partnership.
The term of the tax receivable agreement continues until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the tax receivable agreement for an amount based on the agreed payments remaining to be made under the 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 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 KKR Group Partnership is directly proportional to the price of our common stock at the time of the exchange; and
For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate
Kravis, Roberts, Bae, Nuttall, Lewin and Sorkin and their personal or estate planning vehicles, respectively.
Facilities
Certain trusts, whose beneficiaries include children of Mr. Kravis and Mr. Roberts, and certain other senior employees who are not our executive officers, are partners in a real-estate based partnership that maintains an ownership interest in our Menlo Park location.
An excerpt. Shown here: 40 of 52 rewritten, all 34 added and all 28 removed. The counts are complete. For every sentence, read Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE in the FY2022 filing and the FY2021 filing.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
8 rewritten, 1 added, 0 removed, 22 unchanged
The following table summarizes the aggregate fees for professional services provided by Deloitte & Touche 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: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
| | | | For the Year Ended December 31, [removed: 2020] [added: 2022] | | | | | | | | | | | |
| Audit Fees | | | $ | [removed: 28,588] [added: 58,959] | | (1) | | | $ | — | | | | |
| Audit-Related Fees | | | $ | [removed: 10,245] [added: 12,562] | | (2) | | | $ | [removed: 16,416] [added: 22,101] | | (5) | | |
| Tax Compliance Fees | | | $ | [removed: 37,512] [added: 44,389] | | (3) | | | $ | — | | | | |
| Tax Planning and Advisory Fees | | | $ | [removed: 7,752] [added: 12,555] | | (4) | | | $ | [removed: 17,706] [added: 10,654] | | (5) | | |
| All Other Fees | | | $ | [removed: —] [added: 443] | | | | | $ | — | | | | |
Our Audit Committee charter, which is available on our website at [removed: *www.kkr.com*] [added: www.kkr.com] under "Investor Center—Stockholders (KKR & Co. [removed: Inc.)—Corporate] [added: Inc.)—Environmental, Social & Corporate Governance—Corporate] Governance—Audit Committee Charter," requires the 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.
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
77 rewritten, 105 added, 5 removed, 143 unchanged
(a) The following documents are filed as part of this [removed: Annual Report.][added: report.]
See Schedule II - Valuation and Qualifying Accounts - Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] and Schedule IV - Reinsurance - [removed: Year] [added: Years] Ended December 31, [added: 2022 and] 2021 - of this [removed: Annual Report] [added: report] on Form 10-K.
| | | | 2.1 | | | | | | [Plan of Conversion (incorporated by reference to Exhibit [removed: 2.1 of KKR] [added: 2.1](http://www.sec.gov/Archives/edgar/data/1404912/000140491218000009/ex2_1.htm) [to the](http://www.sec.gov/Archives/edgar/data/1404912/000140491218000009/ex2_1.htm) [KKR] & Co. Inc. Quarterly Report on Form 10-Q filed on May 8, 2018).](http://www.sec.gov/Archives/edgar/data/1404912/000140491218000009/ex2_1.htm) | | |
| | | | 2.3 | | | | | | [Reorganization Agreement, dated as of October 8, 2021, by and among KKR & Co. Inc., KKR Group Holdings Corp., KKR Group Partnership L.P., KKR Holdings L.P., KKR Holdings GP Limited, KKR Associates Holdings L.P., KKR Associates Holdings GP Limited and KKR Management LLP (incorporated by reference to Exhibit [removed: 10.1 of KKR] [added: 10.1](https://www.sec.gov/Archives/edgar/data/1404912/000114036121034251/brhc10029724_ex10-1.htm) [to the](https://www.sec.gov/Archives/edgar/data/1404912/000114036121034251/brhc10029724_ex10-1.htm) [KKR] & Co. Inc. Current Report on Form 8-K filed on October 12, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000114036121034251/brhc10029724_ex10-1.htm) | | |
| | | | 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of KKR & Co. [removed: Inc. (incorporated] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm) [](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm)[(incorporated] by reference to Exhibit [removed: 3.1] [added: 3.2] to the KKR & Co. Inc. [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K12B] filed on May [removed: 11, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000140491220000011/ex3_110q.htm)] [added: 31, 2022)](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm)[.](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm)] | | |
| | | | 3.2 | | | | | | [Amended and Restated Bylaws of KKR & Co. Inc. [removed: (incorporated] [added: (](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-2.htm)[incorp](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-2.htm)[o](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-2.htm)[r](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-2.htm)[ated] by reference to Exhibit 3.2 to the KKR & Co. Inc. [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K12B] filed [removed: on May 11, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000140491220000011/ex3_210q.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-2.htm) [May 31, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-2.htm)] | | |
| | | | 3.3 | | | | | | [Certificate of Designations of 6.00% Series C Mandatory Convertible Preferred Stock of KKR & Co. Inc. (incorporated by reference [removed: to Exhibit] [added: to](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm) [Annex I to](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm) [Exhibit] 3.1 to the KKR & Co. Inc. Current Report on Form [removed: 8-K filed on August 14, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120018400/nt10014196x7_ex3-1.htm)] [added: 8-K](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm)[12B](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm) [filed on](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm) [May 31, 2022](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm)[).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.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/1404912/000140491222000004/ex4_1.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex99-1.htm) [(incorporated by reference to Exhibit 99.1 to the KKR & Co. Inc. Current Report on Form 8-K12B filed on May 31, 2022)](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex99-1.htm)[.](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex99-1.htm)] | | |
| | | | 4.2 | | | | | | [Form of 6.00% Series C Preferred Stock Certificate [removed: (included within] [added: (i](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm)[ncorporated by refere](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm)[n](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm)[ce to] Exhibit [added: A to Annex I to](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm) [Exhibit] 3.1 to the KKR & Co. Inc. Current Report on Form [removed: 8-K filed on August 14, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120018400/nt10014196x7_ex3-1.htm)] [added: 8-K](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm)[12B](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm) [filed on](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm) [May 31, 2022](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm)[).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex3-1.htm)] | | |
| [removed: 4.6] [added: 4.7] | | | | | | [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: 4.7] [added: 4.8] | | | | | | [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: 4.8] [added: 4.9] | | | | | | [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: 4.9] [added: 4.10] | | | | | | [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: 4.10] [added: 4.12] | | | | | | [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: 4.11] [added: 4.13] | | | | | | [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: 4.12] [added: 4.14] | | | | | | [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: 4.13] [added: 4.16] | | | | | | [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: 4.14] [added: 4.17] | | | | | | [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: 4.15] [added: 4.18] | | | | | | [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: 4.16] [added: 4.19] | | | | | | [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: 4.17] [added: 4.20] | | | | | | [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: 4.18] [added: 4.22] | | | | | | [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: 4.19] [added: 4.23] | | | | | | [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: 4.20] [added: 4.24] | | | | | | [First Supplemental 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 4.2 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: 4.21] [added: 4.25] | | | | | | [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: 4.22] [added: 4.29] | | | | | | [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: 4.23] [added: 4.30] | | | | | | [First Supplemental 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 4.2 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_ex4-2.htm) | | |
| [removed: 4.24] [added: 4.32] | | | | | | [Form of 3.625% Senior Note Due 2050 (included in Exhibit 4.2 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_ex4-2.htm) | | |
| [removed: 4.25] [added: 4.26] | | | | | | [Second Supplemental Indenture dated as of April 21, 2020 among KKR Group Finance Co. VI 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 April 21, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm) | | |
| [removed: 4.26] [added: 4.28] | | | | | | [Form of 3.750% Senior Note due 2029 (included in Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on April 21, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm) | | |
| [removed: 4.27] [added: 4.33] | | | | | | [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 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on August 25, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-1.htm) | | |
| [removed: 4.28] [added: 4.34] | | | | | | [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 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on August 25, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm) | | |
| [removed: 4.29] [added: 4.36] | | | | | | [Form of 3.500% Senior Note due 2050 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on August 25, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm) | | |
| [removed: 4.30] [added: 4.37] | | | | | | [Indenture dated as of March 31, 2021 among KKR 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 & Co. Inc. Current Report on Form 8-K filed on March 31, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000114036121011062/brhc10022616_ex4-1.htm) | | |
| [removed: 4.31] [added: 4.38] | | | | | | [First Supplemental Indenture dated as of March 31, 2021 among KKR 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 & Co. Inc. Current Report on Form 8-K filed on March 31, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000114036121011062/brhc10022616_ex4-2.htm) | | |
| [removed: 4.32] [added: 4.40] | | | | | | [Form of 4.625% Subordinated Note due 2061 of KKR Group Finance Co. IX LLC (included within Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on March 31, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000114036121011062/brhc10022616_ex4-2.htm) | | |
| [removed: 4.33] [added: 4.41] | | | | | | [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) | | |
| [removed: 4.34] [added: 4.42] | | | | | | [First Supplemental 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 4.2 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_ex4-2.htm) | | |
| [removed: 4.35] [added: 4.44] | | | | | | [Form of 3.250% Senior Note due 2051 (included within Exhibit 4.2 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_ex4-2.htm) | | |
| 10.5 | | | * | | | [Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit [removed: 10.5 of the] [added: 10.5](https://www.sec.gov/Archives/edgar/data/1404912/000140491221000008/ex10_5.htm) [to](https://www.sec.gov/Archives/edgar/data/1404912/000140491221000008/ex10_5.htm) [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) | | |
| | | | 2.4 | | | | | | [Agreement and Plan of Merger, dated as of May 31, 2022, among KKR & Co. Inc., KKR Aubergine Inc. and KKR Aubergine Merger Sub II LLC (incorporated by reference to Exhibit 2.1 to the KKR & Co. Inc. Current Report on Form 8-K12B filed on May 31, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex2-1.htm) | | |
| | | | 2.5 | | | | | | [Agreement and Plan of Merger, dated as of May 31, 2022, among KKR Holdings L.P., KKR Holdings GP Limited, KKR Aubergine Inc. and KKR Aubergine Merger Sub I LLC (incorporated by reference to Exhibit 2.](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex2-2.htm)[2](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex2-2.htm) [to the KKR & Co. Inc. Current Report on Form 8-K12B filed on May 31, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122021298/ny20004325x5_ex2-2.htm) | | |
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
| 4.6 | | | | | | [Third Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. II LLC, KKR & Co. Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.11 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_11.htm) | | |
| 4.11 | | | | | | [Third Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. III LLC, KKR & Co. Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.12 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_12.htm) | | |
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
| 4.15 | | | | | | [Second Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. IV LLC, KKR & Co. Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.13 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_13.htm) | | |
| 4.21 | | | | | | [Second Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. V LLC, KKR & Co. Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.14 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_14.htm) | | |
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
| 4.27 | | | | | | [Third Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. VI LLC, KKR & Co. Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.15 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_15.htm) | | |
| 4.31 | | | | | | [Second Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. VII LLC, KKR & Co. Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.16 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_16.htm) | | |
| 4.35 | | | | | | [Second Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. VIII LLC, KKR & Co. Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.17 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_17.htm) | | |
| 4.39 | | | | | | [Second Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. IX LLC, KKR & Co. Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.18 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_18.htm) | | |
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
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| 4.43 | | | | | | [Second Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. X LLC, KKR & Co. Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.19 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_19.htm) | | |
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| 4.45 | | | | | | [Indenture dated as of April 26, 2022 among KKR Group Finance Co. XI LLC, KKR & Co. Inc., KKR Group Partnership L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-1.htm) [(incorp](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-1.htm)[orated by reference to E](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-1.htm)[xhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on April 26, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-1.htm) | | |
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| 4.46 | | | | | | [First Supplemental Indenture dated as of April 26, 2022 among KKR Group Finance Co. XI LLC, KKR & Co. Inc., KKR Group Partnership L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-2.htm)[incorporated by reference to Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on April 26, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-2.htm) | | |
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| 4.47 | | | | | | [Second Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. XI LLC, KKR & Co. Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.20 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_20.htm) | | |
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| 4.48 | | | | | | [Form of 1.054% Senior Note due 2027 (included](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-2.htm) [within Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on April 26, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-2.htm) | | |
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| 4.49 | | | | | | [Form of 1.244% Senior Note due 2029 (included](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-2.htm) [within Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on April 26, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-2.htm) | | |
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| 4.50 | | | | | | [Form of 1.437% Senior Note due 2032 (included](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-2.htm) [within Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on April 26, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-2.htm) | | |
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| 4.51 | | | | | | [Form of 1.553% Senior Note due 2034 (included](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-2.htm) [within Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on April 26, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-2.htm) | | |
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| 4.52 | | | | | | [Form of 1.795% Senior Note due 2037 (included](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-2.htm) [within Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on April 26, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122015974/brhc10036720_ex4-2.htm) | | |
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| 4.53 | | | | | | [Indenture dated as of May 17, 2022 among KKR Group Finance Co. XII 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 May 17, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000114036122019608/brhc10037799_ex4-1.htm) | | |
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[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
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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) | | | | | |
| 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) | | | | | |
| December 31, 2019 | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
An excerpt. Shown here: 40 of 77 rewritten, 40 of 105 added and all 5 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2022 filing and the FY2021 filing.
Item 16. FORM 10-K SUMMARY
18 rewritten, 4 added, 2 removed, 50 unchanged
| Date: | | | February [removed: 28, 2022] [added: 27, 2023] | | | | | | | | |
Pursuant to the requirements of the [added: Securities] Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities [removed: indicated below] [added: and] on the dates [removed: indicated below.][added: indicated.]
| /s/ HENRY R. KRAVIS | | | | | | Co-Executive Chairman, Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ GEORGE R. ROBERTS | | | | | | Co-Executive Chairman, Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ JOSEPH Y. BAE | | | | | | Director, Co-Chief Executive Officer | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ SCOTT C. NUTTALL | | | | | | Director, Co-Chief Executive Officer | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ ADRIANE M. BROWN | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ MATTHEW R. COHLER | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ MARY N. DILLON | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ JOSEPH A. GRUNDFEST | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ ARTURO GUTIÉRREZ HERNÁNDEZ | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ JOHN B. HESS | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ DANE E. HOLMES | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ XAVIER B. NIEL | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ PATRICIA F. RUSSO | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ ROBERT W. SCULLY | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ EVAN T. SPIEGEL | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ ROBERT H. LEWIN | | | | | | Chief Financial Officer (principal financial and accounting officer) | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
| /s/ RAYMOND J. MCGUIRE | | | | | | Director | | | | | | February 27, 2023 | | |
| Raymond J. McGuire | | | | | | | | | | | | | | |
[Table](#i8806e51b8c7d49bcaebc65ca53a819e4_328) [](#i8806e51b8c7d49bcaebc65ca53a819e4_328)[of Contents](#i8806e51b8c7d49bcaebc65ca53a819e4_328)
| /s/ THOMAS M. SCHOEWE | | | | | | Director | | | | | | February 28, 2022 | | |
| Thomas M. Schoewe | | | | | | | | | | | | | | |