KKR & Co. 10-Q 2026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

For the quarterly period ended June 30, 2026

or

For the Transition period from to .

Commission File Number 001-34820

KKR & CO. INC.

(Exact name of Registrant as specified in its charter)

30 Hudson Yards

New York**,** New York 10001

Telephone: (212) 750-8300

(Address, zip code, and telephone number, including

area code, of registrant's principal executive office.)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an

emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company"

in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 5, 2026, there were 897,635,601 shares of common stock of the registrant outstanding.

KKR & CO. INC.

FORM 10-Q

For the Quarterly Period Ended June 30, 2026

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),

which reflect our current views with respect to, among other things, our operations and financial performance. You can

identify these forward-looking statements by the use of words such as “outlook,“ “believe,“ “think,“ “expect,“ “potential,“

“continue,“ “may,“ “should,“ “seek,“ “approximately,“ “predict,“ “intend,“ “will,“ “plan,“ “estimate,“ “anticipate,“ “visibility,”

“positioned,” “path to,” “conviction,” the negative version of these words, other comparable words or other statements that

do not relate strictly to historical or factual matters. Without limiting the foregoing, forward-looking statements may include

statements regarding KKR’s business, financial condition, liquidity and results of operations, including capital invested,

uncalled commitments, cash and short-term investments, and levels of indebtedness; the potential for future business

growth; outstanding shares of common stock of KKR & Co. Inc. and its capital structure; non-GAAP and segment measures and

performance metrics, including assets under management (“AUM”), fee paying assets under management (“FPAUM”),

Adjusted Net Income, Total Operating Earnings, Total Segment Earnings, Fee Related Earnings (“FRE”), Insurance Operating

Earnings, Strategic Holdings Operating Earnings, Total Investing Earnings, and Total Segment Earnings; the declaration and

payment of dividends on capital stock of KKR & Co. Inc.; the timing, manner and volume of repurchase of shares of common

stock of KKR & Co. Inc.; our statements regarding the potential of, and future financial results from, KKR’s Strategic Holdings

segment, including expectations about dividend payments and earnings from companies and businesses in the Strategic

Holdings segment in the future, the future growth of such companies and businesses, and the potential for compounding

earnings over a longer period of time from such segment; KKR’s ability to grow its AUM, to deploy capital, to realize

unrealized investment appreciation, and the time period over which such events may occur; KKR’s ability to manage the

investments in and operations of acquired companies and businesses; the effects of any transactional activity on KKR’s

operating results, including pending sales of investments; expansion and growth opportunities and other synergies resulting

from acquisitions of companies, including the acquisition of Arctos Partners and businesses in our Strategic Holdings segment,

internal reorganizations or strategic partnerships with third parties; the timing and expected impact to our business of any

new investment fund, vehicle or product launches; the timing and completion of certain transactions contemplated by the

Reorganization Agreement entered into on October 8, 2021 by KKR & Co. Inc.; the implementation or execution of, or results

from, any strategic initiatives, including efforts to distribute financial products to individual investors; the modification of our

compensation framework announced on November 29, 2023, which decreased the targeted percentage of compensation

from fee related revenues and increased the targeted percentage from realized carried interest and certain incentive fees;

and our insurance business's strategic initiatives to invest more into non-yielding or lower-yield asset classes like private

equity and real assets, expand outside the United States, and raise more third-party co-investment insurance capital.

Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors

that could cause actual outcomes or results to differ materially from those indicated in these statements or cause the

anticipated benefits and synergies from transactions to not be realized. We believe these factors include those described in

the section entitled “Risk Factors“ in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual

Report“). These factors should be read in conjunction with the other cautionary statements that are included in this report

and in our other filings with the U.S. Securities and Exchange Commission (“SEC“). We do not undertake any obligation to

publicly update or revise any forward-looking statement, whether as a result of new information, future developments or

otherwise, except as required by law.

CERTAIN TERMS USED IN THIS REPORT

In this report, references to “KKR,” “we,” “us,” and “our” refer to KKR & Co. Inc. and its subsidiaries, including The Global

Atlantic Financial Group LLC (”GAFG” and, together with its insurance companies and other subsidiaries, “Global Atlantic”),

unless the context requires otherwise.

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. KKR Management is owned by our senior employees, including Mr.

Henry Kravis and Mr. George Roberts (our “Co-Founders”). References to “carry pool participants” are to our current and

former employees who hold interests in our “carry pool,” which refers to the carried interest generated by KKR’s business that

is allocated to KKR Associates Holdings L.P. (“Associates Holdings”), in which carry pool participants are limited partners.

Associates Holdings is currently not a subsidiary of KKR & Co. Inc.

KKR Group Partnership L.P. (“KKR Group Partnership”) is the intermediate holding company that owns the entirety of

KKR’s business. 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 Partnership, and are net of amounts that have been

allocated to carry pool participants and any other holders of minority interests in KKR Group Partnership. References to a

“KKR Group Partnership Unit” refer to one Class A partner interest in KKR Group Partnership for periods on and after January

1, 2020. “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 (i) restricted holdings units issued through KKR Holdings II L.P. (“KKR Holdings II”), which are issued under the Amended

and Restated KKR & Co. Inc. 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”), and (ii) restricted holdings units

issued through KKR Holdings III L.P. (“KKR Holdings III”), which are not issued under the 2019 Equity Incentive Plan. In the

future, we may issue securities other than restricted holdings units that may constitute exchangeable securities.

On October 8, 2021, KKR entered into a Reorganization Agreement (the “Reorganization Agreement”) with KKR Holdings

L.P. (“KKR Holdings”), KKR Management, Associates Holdings, and the other parties thereto. Pursuant to the Reorganization

Agreement, the parties agreed to undertake a series of integrated transactions to effect a number of transformative structural

and governance changes, including (a) the acquisition by KKR of KKR Holdings and all of the KKR Group Partnership Units held

by it (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. 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 the limited partners of KKR Holdings. 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. For more information about the

Reorganization Agreement, see Note 1 “Organization” in our financial statements included in this report.

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, in which KKR acquired a

majority controlling interest on February 1, 2021 and of which KKR acquired all the remaining equity interests in Global

Atlantic on January 2, 2024 (the “2024 GA Acquisition”). KJR Management (“KJRM”) is a Japanese real estate asset manager,

which KKR acquired on April 28, 2022.

References to our “funds,” “vehicles,” or “investment vehicles” refer to 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”), certain operating companies, and business development companies (each, a “BDC”), unless the context requires

otherwise. These references do not include the investment funds, vehicles, or accounts of any hedge fund partnership or any

other third-party asset manager with which we have formed a strategic partnership or have acquired a minority ownership

interest. Unless the context requires otherwise, references to “fund investors” or “investors in our investment vehicles” refers

to the third-party investors in these funds and investment vehicles. References to “strategic investor partnerships” refers to

separately managed accounts with certain investors, which typically have investment periods longer than our traditional

funds and typically provide for investments across different investment strategies. References to “hedge fund partnerships”

refers to strategic partnerships with third-party hedge fund managers in which KKR owns a minority stake.

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 issuable pursuant to equity grants

actually granted pursuant to the 2019 Equity Incentive Plan, and (iii) shares of common stock issuable from exchangeable

securities, including vested partnership interests in KKR Holdings III. Our outstanding common stock on a fully exchanged and

diluted basis does not include shares of common stock available for issuance pursuant to the 2019 Equity Incentive Plan for

which equity grants have not yet been granted or any shares of common stock into which all outstanding shares of Series D

Mandatory Convertible Preferred Stock are convertible.

In this report, the term “GAAP” refers to accounting principles generally accepted in the United States of America. We

disclose certain financial measures in this report that are calculated and presented using methodologies other than in

accordance with GAAP, including Adjusted Net Income, Total Asset Management Segment Revenues, Total Segment Earnings,

Total Investing Earnings, Total Operating Earnings, FRE, and Strategic Holdings Operating Earnings. We believe that providing

these performance measures on a supplemental basis to our GAAP results is helpful to stockholders in assessing the overall

performance of KKR's businesses. These non-GAAP financial measures should not be considered as a substitute for similar

financial measures calculated in accordance with GAAP. We caution readers that these non-GAAP financial measures may

differ from the calculations of other investment managers, and as a result, may not be comparable to similar measures

presented by other investment managers. Reconciliations of these non-GAAP financial measures to the most directly

comparable financial measures calculated and presented in accordance with GAAP, where applicable, are included under

“Management's Discussion and Analysis of Financial Condition and Results of Operations—Segment Balance Sheet Measures

—Reconciliations to GAAP Measures.” This report also uses the terms AUM, FPAUM, and capital invested. You should note

that our calculations of these and other operating metrics may differ from the calculations of other investment managers and,

as a result, may not be comparable to similar metrics presented by other investment managers. These non-GAAP and

operating metrics are defined in the section “Management's Discussion and Analysis of Financial Condition and Results of

Operations—Key Segment and Non-GAAP Performance Measures—Other Terms and Capital Metrics.”

The use of any defined term in this report to mean more than one entity, person, security, or other item collectively is

solely for convenience of reference and in no way implies that such entities, persons, securities, or other items are one

indistinguishable group. For example, notwithstanding the use of the defined terms “KKR,” “we” and “our” in this report to

refer to KKR & Co. Inc. and its subsidiaries, each subsidiary of KKR & Co. Inc. is a standalone legal entity that is separate and

distinct from KKR & Co. Inc. and any of its other subsidiaries. Any KKR entity (including any Global Atlantic entity) referenced

herein is responsible for its own financial, contractual, and legal obligations. Additionally, references to “including“ are for the

purpose of illustration and shall be read to mean “including without limitation“ unless the context explicitly requires

otherwise.

PART I - FINANCIAL INFORMATION

See notes to financial statements.

KKR & CO. INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(UNAUDITED) (CONTINUED)

(Amounts in Thousands)

The following presents the portion of the consolidated balances provided in the consolidated statements of financial

condition attributable to consolidated variable interest entities (“VIEs“). As of June 30, 2026 and December 31, 2025, KKR's

consolidated VIEs consist primarily of (i) certain collateralized financing entities (“CFEs“) including those CFEs holding

collateralized loan obligations (“CLOs“), (ii) certain investment funds, and (iii) certain VIEs formed by Global Atlantic. The

noteholders, creditors, and equity holders of these VIEs have no recourse to the assets of any other KKR entity.

With respect to consolidated CFEs and certain investment funds, the following assets may only be used to settle

obligations of these consolidated VIEs and the following liabilities are only the obligations of these consolidated VIEs and not

generally to KKR. Additionally, KKR has no right to the benefits from, nor does KKR bear the risks associated with, the assets

held by these VIEs beyond KKR's beneficial interest therein and any income generated from the VIEs. There are neither explicit

arrangements nor does KKR hold implicit variable interests that would require KKR to provide any material ongoing financial

support to the consolidated VIEs, beyond amounts previously committed to them, if any.

With respect to certain other VIEs consolidated by Global Atlantic, Global Atlantic has formed certain VIEs to either (i)

hold investments, including fixed maturity securities, consumer and other loans, renewable energy, transportation, and real

estate, or (ii) to conduct certain reinsurance activities with third party commitments. These VIEs issue beneficial interests

primarily to Global Atlantic’s insurance companies.

KKR & CO. INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(UNAUDITED) (CONTINUED)

(Amounts in Thousands)

Showing the first 8K of 369K characters. Open the full section

RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial

statements of KKR & Co. Inc., together with its consolidated subsidiaries, and the related notes included elsewhere in this

report and our Annual Report, including the audited consolidated financial statements and the related notes and

"Management's Discussion and Analysis of Financial Condition and Results of Operations" and “Business” section contained

therein. In addition, this discussion and analysis contains forward-looking statements and involves numerous risks and

uncertainties, including those described under “Cautionary Note Regarding Forward-looking Statements” and “Business

Environment” in this report and our Annual Report and “Risk Factors” in our Annual Report, and our other filings with the SEC.

Actual results may differ materially from those contained in any forward-looking statements.

The unaudited condensed consolidated financial statements and the related notes included elsewhere in this report are

hereafter referred to as the “financial statements.” Additionally, the condensed consolidated statements of financial condition

are referred to herein as the “consolidated statements of financial condition”; the condensed consolidated statements of

operations are referred to herein as the “consolidated statements of operations”; the condensed consolidated statements of

comprehensive income (loss) are referred to herein as the “consolidated statements of comprehensive income (loss)”; the

condensed consolidated statements of changes in equity are referred to herein as the “consolidated statements of changes in

equity”; and the condensed consolidated statements of cash flows are referred to herein as the “consolidated statements of

cash flows.”

Overview

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance

solutions. We aim to generate attractive investment returns by following a patient and disciplined investment approach,

employing world-class people, and supporting growth in our portfolio companies and communities.

Founded in 1976, KKR pioneered the leveraged buyout strategy and has been a leader of the private equity industry for

five decades. Since the inception of our firm, we have expanded our investment strategies and product offerings from

traditional private equity to other alternative asset classes such as leveraged credit, alternative credit, infrastructure, real

estate, energy, growth equity, and core private equity. Over the same period, we scaled from being a U.S.-focused firm to a

global operation with 36 offices around the world as of June 30, 2026. Our business further expanded with the acquisition of

Global Atlantic in 2021, which today conducts our insurance business providing retirement and life insurance solutions. As of

June 30, 2026, we managed $796 billion of assets under management, of which $220 billion comes from Global Atlantic.

Our three reporting segments align with the KKR business model:

Our business model of (i) Asset Management, (ii) Insurance, and (iii) Strategic Holdings corresponds to our three reporting

segments. We have purposely created a business model that we believe enables us to grow long-term, durable, recurring

earnings with a focus on large addressable markets where we can be an industry leader. Importantly, these pieces were built

to leverage our core strengths as a firm: investing acumen, capital allocation expertise and our collaborative culture.

Business Segments

Asset Management

In Asset Management, we have five business lines: (i) Private Equity, (ii) Real Assets, (iii) Credit and Liquid Strategies, (iv)

Capital Markets, and (v) Principal Activities.

Our Assets Under Management have grown and diversified in the last 15 years across Private Equity, Real Assets, and

Credit and Liquid Strategies as illustrated on the following chart. KKR has evolved from a relatively US-centric and traditional

private equity firm to a global alternative asset manager. As of December 31, 2010, our traditional Private Equity strategy

represented over 70% of our total AUM. As of June 30, 2026, traditional Private Equity was less than 25% of our total AUM.

Assets Under Management ($ in billions):

Liquid Strategies

Alternative Credit

Credit and Liquid

Strategies(1)(3)

$331

+18%

CAGR

Leveraged Credit

Real Estate

Real Assets(2)(3)

$211

Infrastructure &

Energy

Growth Equity

Core Private Equity

Private Equity(3)

$255

Traditional Private

Equity

(1)As of June 30, 2026, Alternative Credit AUM includes $91 billion of asset-based finance, $48 billion of corporate private credit (including $39 billion of

direct lending) and $11 billion of strategic investments.

(2)Real estate credit lends across the risk return spectrum of investments secured by or relating to real property, including senior mortgage loans, mezzanine

loans and mortgage-backed securities in North America and Europe. As of June 30, 2026, real estate credit AUM totals $43 billion. Real estate equity seeks

core, core+ and opportunistic real estate investment opportunities by geography: North America, Europe and Asia Pacific. As of June 30, 2026, real estate

equity AUM totals $41 billion. This includes $12 billion from the management of two publicly listed Japanese REITs through our subsidiary, KJRM.

(3)The K-Series suite of vehicles are offered through various distribution channels to investors in the U.S. and other jurisdictions around the world. We have

K-Series vehicles that operate or invest in private equity companies, infrastructure assets, credit investments, and real estate. As of June 30, 2026, total K-

Series AUM was $42 billion, which has grown significantly over the past three years.

As an asset management firm, we earn recurring management fees and fee-related performance revenues for providing

investment management services and expertise to our institutional and individual investors who entrust us with their capital.

The amount of fees we charge for managing these assets depends on the underlying investment strategy, liquidity profile, and

ultimately our ability to generate attractive investment returns for our clients.

We earn transaction fees for providing capital markets services as a broker-dealer, and we also earn transaction and

monitoring fees as part of the management of our portfolio companies.

Carried interest that we receive from our investment vehicles entitles us to a specified percentage of investment gains

that are generated on third-party capital that is invested. We earn investment income by investing our own capital alongside

investors in our funds and other investment vehicles and from other assets we own on our balance sheet.

Operating expenses, which include occupancy expenses and other typical operating expenses, are shared across a single

expense pool given the collaborative

Showing the first 8K of 329K characters. Open the full section

We believe there were no material changes to our market risks during the three months ended June 30, 2026. For a

discussion of our market risks in general, please refer to our Annual Report on Form 10-K for the year ended December 31,

2025. In addition, for a discussion of current risks, uncertainties, and other market and economic conditions, see

“Management's Discussion and Analysis of Financial Condition and Results of Operations—Business Environment.”

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act) that are designed to ensure that the information required to be disclosed by us in the reports filed or submitted

by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's

rules and forms and such information is accumulated and communicated to management, including the Co-Chief Executive

Officers and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls

and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired

control objectives.

We carried out an evaluation, under the supervision and with the participation of our management, including the Co-

Chief Executive Officers and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure

controls and procedures as of June 30, 2026. Based upon that evaluation, our Co-Chief Executive Officers and Chief Financial

Officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were effective to accomplish their

objectives at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act)

occurred during the three months ended June 30, 2026, that materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

For a discussion of KKR's legal proceedings, see the section entitled “Legal Proceedings” appearing in Note 24

“Commitments and Contingencies” in our financial statements included elsewhere in this report, which is incorporated herein

by reference.

Other than as set forth in “Management's Discussion and Analysis of Financial Condition and Results of Operations—

Business Environment” in this report, there were no material changes to the risk factors disclosed in our Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share Repurchases in the Three Months Ended June 30, 2026

Under our current share repurchase program, KKR is authorized to repurchase its common stock from time to time in

open market transactions, in privately negotiated transactions or otherwise. The timing, manner, price and amount of any

common stock repurchases will be determined by KKR in its discretion and will depend on a variety of factors, including legal

requirements, price and economic and market conditions. KKR expects that the program, which has no expiration date, will

continue to be in effect until the maximum approved dollar amount has been used. The program does not require KKR to

repurchase any specific number of shares of common stock, and the program may be suspended, extended, modified or

discontinued at any time. In addition to the repurchases of common stock described above, the repurchase program is used

for the retirement (by cash settlement or the payment of tax withholding amounts upon net settlement) of equity grants

issued pursuant to our Equity Incentive Plan representing the right to receive shares of common stock.

As of July 24, 2026, there is approximately $87 million remaining under KKR's share repurchase program.

The table below sets forth the information with respect to repurchases made by or on behalf of KKR & Co. Inc. or any

“affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock for the periods

presented. During the three months ended June 30, 2026, 328,544 shares of common stock were repurchased, and 1,228,266

equity grants were retired.

(1)Our existing share repurchase program was announced in April 2024. In March 2026, the share repurchase program was amended such that when the

remaining available amount under the share repurchase program becomes $50 million or less, the total available amount under the share repurchase

program will automatically increase by an additional $500 million to the then remaining available amount (the “Share Repurchase Program Increase

Threshold”). As of July 24, 2026, there is approximately $87 million remaining under the program. Any additional increases to the total available amount

after the Share Repurchase Program Increase Threshold is reached would require a separate approval by the Board of Directors of KKR & Co. Inc. The

repurchase program does not have an expiration date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

Not applicable.

The following is a list of all exhibits filed or furnished as part of this report:

The registrant hereby agrees to furnish to the SEC at its request copies of long-term debt instruments defining the rights

of holders of outstanding long-term debt that are not required to be filed herewith.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or

other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not

rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other

documents were made solely within the specific context of the relevant agreement or document and may not describe the

actual state of affairs as of the date they were made or at any other time.

SIGNATURES

Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned thereunto duly authorized.