UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | |||||
For the quarterly period ended March 31, 2024
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | |||||
For the Transition period from to .
Commission File Number 001-34820
(Exact name of Registrant as specified in its charter)
| (State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |||||||
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:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
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 May 8, 2024, there were 887,401,714 shares of common stock of the registrant outstanding.
KKR & CO. INC.
FORM 10-Q
For the Quarterly Period Ended March 31, 2024
TABLE OF CONTENTS
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
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, 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 from companies and businesses in the Strategic Holdings segment in the future, the future growth of such companies and businesses, the potential for compounding earnings over a long period of time from such segment, and the belief that such segment is an unconstrained business line); 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 Global Atlantic 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. pursuant to which the parties agreed to undertake a series of integrated transactions to effect a number of transformative structural and governance changes in the future; the implementation or execution of, or results from, any strategic initiatives, including efforts to access private wealth investors and 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 incentive fees. 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, 2023 (our "Annual Report" or "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 ("TGAFG" 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. References to our “senior principals” are to our senior employees who hold interests in the Series I preferred stockholder, including Mr. Henry Kravis and Mr. George Roberts (our "Co-Founders"). References to "principals" are to our current and former employees who formerly held interests ("KKR Holdings Units") in KKR Holdings L.P. ("KKR Holdings"), which we acquired on May 31, 2022, pursuant to the Reorganization Agreement, as discussed below. 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.
3
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 “KKR Group Partnership” for periods prior to January 1, 2020 refer to KKR Fund Holdings L.P., KKR Management Holdings L.P. and KKR International Holdings L.P., collectively, which were combined on that date to form KKR Group Partnership. References to a “KKR Group Partnership Unit” refer to (i) one Class A partner interest in each of KKR Fund Holdings L.P., KKR Management Holdings L.P. and KKR International Holdings L.P., collectively, for periods prior to prior to January 1, 2020, and (ii) 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 and are currently held by certain Global Atlantic employees who received 2.6 million units (a majority of which are unvested) in connection with the January 2, 2024 transaction described below. 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, 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 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. 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, which KKR acquired a majority controlling interest in on February 1, 2021 ("2021 GA Acquisition"). On January 2, 2024, KKR acquired the remaining minority interests of Global Atlantic held by third party co-investors and Global Atlantic employees in exchange for cash and securities exchangeable for shares of KKR & Co. Inc. common stock (the “2024 GA Acquisition”). As of January 2, 2024, KKR owns 100.0% of Global Atlantic. 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") 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 into which all outstanding shares of Series C Mandatory Convertible Preferred Stock were convertible (for periods prior to the date of its mandatory redemption, which occurred in September 2023), (iii) shares of common stock issuable pursuant to equity awards actually granted pursuant to the Amended and Restated KKR & Co. Inc. 2010 Equity Incentive Plan (the "2010 Equity Incentive Plan" and, together with the 2019 Equity Incentive Plan, our "Equity Incentive Plans") and (iv) shares of common stock issuances from exchangeable securities, including vested partnership interests in KKR Holdings III 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.
4
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, Insurance Operating Earnings 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.
5
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KKR & CO. INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
(Amounts in Thousands, Except Share and Per Share Data)
| March 31, 2024 | December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Asset Management and Strategic Holdings | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Restricted Cash and Cash Equivalents | |||||||||||
| Investments | |||||||||||
| Due from Affiliates | |||||||||||
| Other Assets | |||||||||||
| Insurance | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Restricted Cash and Cash Equivalents | |||||||||||
| Investments | |||||||||||
| Reinsurance Recoverable | |||||||||||
| Insurance Intangible Assets | |||||||||||
| Other Assets | |||||||||||
| Separate Account Assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Asset Management and Strategic Holdings | |||||||||||
| Debt Obligations | $ | $ | |||||||||
| Due to Affiliates | |||||||||||
| Accrued Expenses and Other Liabilities | |||||||||||
| Insurance | |||||||||||
Policy Liabilities (market risk benefit liabilities: $ | $ | $ | |||||||||
| Debt Obligations | |||||||||||
| Funds Withheld Payable at Interest | |||||||||||
| Accrued Expenses and Other Liabilities | |||||||||||
| Reinsurance Liabilities | |||||||||||
| Separate Account Liabilities | |||||||||||
| Total Liabilities | |||||||||||
6
| March 31, 2024 | December 31, 2023 | ||||||||||
| Commitments and Contingencies (See Note 24) | |||||||||||
| Redeemable Noncontrolling Interests (See Note 23) | $ | $ | |||||||||
| Stockholders' Equity | |||||||||||
Series I Preferred Stock, $ | |||||||||||
Common Stock, $ | |||||||||||
| Additional Paid-In Capital | |||||||||||
| Retained Earnings | |||||||||||
| Accumulated Other Comprehensive Income (Loss) ("AOCI") | ( | ( | |||||||||
| Total KKR & Co. Inc. Stockholders' Equity | |||||||||||
| Noncontrolling Interests (See Note 22) | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
See notes to financial statements.
7
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 March 31, 2024 and December 31, 2023, KKR's consolidated VIEs consist primarily of (i) certain collateralized financing entities ("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 CLOs 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 hold investments, including fixed maturity securities, consumer and other loans, renewable energy, transportation and real estate. These VIEs issue beneficial interests primarily to Global Atlantic’s insurance companies.
| March 31, 2024 | |||||||||||||||||||||||
| Consolidated CLOs | Consolidated Funds and Other Investment Vehicles | Other VIEs | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||||||||
| Cash and Cash Equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted Cash and Cash Equivalents | |||||||||||||||||||||||
| Investments | |||||||||||||||||||||||
| Other Assets | |||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||
| Cash and Cash Equivalents | |||||||||||||||||||||||
| Investments | |||||||||||||||||||||||
| Other Assets | |||||||||||||||||||||||
| Total Assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||||||||
| Debt Obligations | $ | $ | $ | $ | |||||||||||||||||||
| Accrued Expenses and Other Liabilities | |||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||
| Accrued Expenses and Other Liabilities | |||||||||||||||||||||||
| Total Liabilities | $ | $ | $ | $ | |||||||||||||||||||
8
| December 31, 2023 | |||||||||||||||||||||||
| Consolidated CLOs | Consolidated Funds and Other Investment Vehicles | Other VIEs | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||||||||
| Cash and Cash Equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted Cash and Cash Equivalents | |||||||||||||||||||||||
| Investments | |||||||||||||||||||||||
| Other Assets | |||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||
| Cash and Cash Equivalents | |||||||||||||||||||||||
| Investments | |||||||||||||||||||||||
| Other Assets | |||||||||||||||||||||||
| Total Assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||||||||
| Debt Obligations | $ | $ | $ | $ | |||||||||||||||||||
| Accrued Expenses and Other Liabilities | |||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||
| Accrued Expenses and Other Liabilities | |||||||||||||||||||||||
| Total Liabilities | $ | $ | $ | $ | |||||||||||||||||||
See notes to financial statements.
9
KKR & CO. INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Amounts in Thousands, Except Share and Per Share Data)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Revenues | |||||||||||
| Asset Management and Strategic Holdings | |||||||||||
| Fees and Other | $ | $ | |||||||||
| Capital Allocation-Based Income (Loss) | |||||||||||
| Insurance | |||||||||||
| Net Premiums | |||||||||||
| Policy Fees | |||||||||||
| Net Investment Income | |||||||||||
| Net Investment-Related Gains (Losses) | ( | ( | |||||||||
| Other Income | |||||||||||
| Total Revenues | |||||||||||
| Expenses | |||||||||||
| Asset Management and Strategic Holdings | |||||||||||
| Compensation and Benefits | |||||||||||
| Occupancy and Related Charges | |||||||||||
| General, Administrative and Other | |||||||||||
| Insurance | |||||||||||
Net Policy Benefits and Claims (including market risk benefit loss (gain) of $( | |||||||||||
| Amortization of Policy Acquisition Costs | ( | ||||||||||
| Interest Expense | |||||||||||
| Insurance Expenses | |||||||||||
| General, Administrative and Other | |||||||||||
| Total Expenses | |||||||||||
| Investment Income (Loss) - Asset Management and Strategic Holdings | |||||||||||
| Net Gains (Losses) from Investment Activities | ( | ||||||||||
| Dividend Income | |||||||||||
| Interest Income | |||||||||||
| Interest Expense | ( | ( | |||||||||
| Total Investment Income (Loss) | |||||||||||
| Income (Loss) Before Taxes | |||||||||||
| Income Tax Expense (Benefit) | |||||||||||
10
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net Income (Loss) | |||||||||||
| Net Income (Loss) Attributable to Redeemable Noncontrolling Interests | ( | ||||||||||
| Net Income (Loss) Attributable to Noncontrolling Interests | ( | ||||||||||
| Net Income (Loss) Attributable to KKR & Co. Inc. | |||||||||||
| Series C Mandatory Convertible Preferred Stock Dividends | |||||||||||
| Net Income (Loss) Attributable to KKR & Co. Inc. Common Stockholders | $ | $ | |||||||||
| Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Common Stock | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted Average Shares of Common Stock Outstanding | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See notes to financial statements.
11
KKR & CO. INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(Amounts in Thousands)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net Income (Loss) | $ | $ | |||||||||
| Other Comprehensive Income (Loss), Net of Tax: | |||||||||||
| Unrealized Gains (Losses) on Available-For-Sale Securities and Other | ( | ||||||||||
| Net effect of changes in discount rates and instrument-specific credit risk on policy liabilities | ( | ||||||||||
| Foreign Currency Translation Adjustments | ( | ( | |||||||||
| Comprehensive Income (Loss) | |||||||||||
| Comprehensive Income (Loss) Attributable to Redeemable Noncontrolling Interests | ( | ||||||||||
| Comprehensive Income (Loss) Attributable to Noncontrolling Interests | |||||||||||
| Comprehensive Income (Loss) Attributable to KKR & Co. Inc. | $ | $ | |||||||||
See notes to financial statements.
12
KKR & CO. INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) (Amounts in Thousands, Except Share and Per Share Data) | |||||||||||||||||||||||
| Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | ||||||||||||||||||||||
| Amounts | Shares | Amounts | Shares | ||||||||||||||||||||
| Series C Mandatory Convertible Preferred Stock | |||||||||||||||||||||||
| Beginning of Period | $ | — | — | $ | |||||||||||||||||||
| End of Period | — | — | |||||||||||||||||||||
| Series I Preferred Stock | |||||||||||||||||||||||
| Beginning of Period | — | — | |||||||||||||||||||||
| End of Period | — | — | |||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||
| Beginning of Period | |||||||||||||||||||||||
| Clawback of Transfer Restricted Shares | — | — | — | ( | |||||||||||||||||||
| Private Placement Share Issuance | — | — | — | ||||||||||||||||||||
| Net Delivery of Common Stock | — | — | — | ||||||||||||||||||||
| End of Period | |||||||||||||||||||||||
| Additional Paid-In Capital | |||||||||||||||||||||||
| Beginning of Period (as previously reported for the prior period) | |||||||||||||||||||||||
| — | |||||||||||||||||||||||
| Beginning of Period (as revised for the prior period) | |||||||||||||||||||||||
| Compensation Modification (See Note 19) | — | ||||||||||||||||||||||
| Compensation Modification - Issuance of Holdings III Units (See Note 19) | ( | — | |||||||||||||||||||||
| Equity-Based Compensation | |||||||||||||||||||||||
| 2024 GA Acquisition - Issuance of Holdings III Units (See Note 1) | ( | — | |||||||||||||||||||||
| Change in KKR & Co. Inc.'s Ownership Interest - 2024 GA Acquisition | — | ||||||||||||||||||||||
| Change in KKR & Co. Inc.'s Ownership Interest (See Note 22) | — | ||||||||||||||||||||||
| End of Period | |||||||||||||||||||||||
| Retained Earnings | |||||||||||||||||||||||
| Beginning of Period (as previously reported for the prior period) | |||||||||||||||||||||||
| Adoption of New Accounting Standard (See Note 2) | — | ||||||||||||||||||||||
| Beginning of Period (as revised for the prior period) | |||||||||||||||||||||||
| Net Income (Loss) Attributable to KKR & Co. Inc. | |||||||||||||||||||||||
Series C Mandatory Convertible Preferred Stock Dividends ($ | — | ( | |||||||||||||||||||||
Common Stock Dividends ($ | ( | ( | |||||||||||||||||||||
| End of Period | |||||||||||||||||||||||
| Accumulated Other Comprehensive Income (Loss) (net of tax) | |||||||||||||||||||||||
| Beginning of Period (as previously reported for the prior period) | ( | ( | |||||||||||||||||||||
| Adoption of New Accounting Standard (See Note 2) | — | ||||||||||||||||||||||
| Beginning of Period (as revised for the prior period) | ( | ( | |||||||||||||||||||||
| Other Comprehensive Income (Loss) | ( | ||||||||||||||||||||||
| Change in KKR & Co. Inc.'s Ownership Interest - 2024 GA Acquisition | ( | ||||||||||||||||||||||
| Change in KKR & Co. Inc.'s Ownership Interest (See Note 22) | — | ||||||||||||||||||||||
| End of Period | ( | ( | |||||||||||||||||||||
| Total KKR & Co. Inc. Stockholders' Equity | |||||||||||||||||||||||
| Noncontrolling Interests (See Note 22) | |||||||||||||||||||||||
| Total Equity | $ | $ | |||||||||||||||||||||
| Redeemable Noncontrolling Interests (See Note 23) | $ | $ | |||||||||||||||||||||
See notes to financial statements.
13
KKR & CO. INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in Thousands)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Operating Activities | |||||||||||
| Net Income (Loss) | $ | $ | |||||||||
| Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities: | |||||||||||
| Equity-Based and Other Non-Cash Compensation | |||||||||||
| Net Realized (Gains) Losses - Asset Management and Strategic Holdings | ( | ||||||||||
| Change in Unrealized (Gains) Losses - Asset Management and Strategic Holdings | ( | ||||||||||
| Capital Allocation-Based (Income) Loss - Asset Management and Strategic Holdings | ( | ( | |||||||||
| Net Investment and Policy Liability-Related (Gains) Losses - Insurance | |||||||||||
| Net Accretion and Amortization | ( | ||||||||||
| Interest Credited to Policyholder Account Balances (net of Policy Fees) - Insurance | |||||||||||
| Other Non-Cash Amounts | |||||||||||
| Cash Flows Due to Changes in Operating Assets and Liabilities: | |||||||||||
| Reinsurance Transactions and Acquisitions, Net of Cash Provided - Insurance | |||||||||||
| Change in Premiums, Notes Receivable and Reinsurance Recoverable, Net of Reinsurance Premiums Payable - Insurance | ( | ||||||||||
| Change in Deferred Policy Acquisition Costs - Insurance | ( | ( | |||||||||
| Change in Policy Liabilities and Accruals, Net - Insurance | ( | ||||||||||
| Change in Due from / to Affiliates | ( | ( | |||||||||
| Change in Other Assets | ( | ||||||||||
| Change in Accrued Expenses and Other Liabilities | |||||||||||
| Investments Purchased - Asset Management and Strategic Holdings | ( | ( | |||||||||
| Proceeds from Investments - Asset Management and Strategic Holdings | |||||||||||
| Net Cash Provided (Used) by Operating Activities | ( | ||||||||||
| Investing Activities | |||||||||||
| Purchases of Fixed Assets | ( | ( | |||||||||
| Investments Purchased - Insurance | ( | ( | |||||||||
| Proceeds from Investments - Insurance | |||||||||||
| Other Investing Activities, Net - Insurance | |||||||||||
| Net Cash Provided (Used) by Investing Activities | ( | ( | |||||||||
| Financing Activities | |||||||||||
| Series C Mandatory Convertible Preferred Stock Dividends | ( | ||||||||||
| Common Stock Dividends | ( | ( | |||||||||
| Distributions to Redeemable Noncontrolling Interests | ( | ( | |||||||||
| Contributions from Redeemable Noncontrolling Interests | |||||||||||
| Distributions to Noncontrolling Interests | ( | ( | |||||||||
| Contributions from Noncontrolling Interests | |||||||||||
| 2024 GA Acquisition - Cash consideration (See Note 1) | ( | ||||||||||
| Proceeds from Debt Obligations | |||||||||||
| Repayment of Debt Obligations | ( | ( | |||||||||
| Additions to Contractholder Deposit Funds - Insurance | |||||||||||
| Withdrawals from Contractholder Deposit Funds - Insurance | ( | ( | |||||||||
| Reinsurance Transactions, Net of Cash Provided - Insurance | |||||||||||
| Other Financing Activity, Net - Insurance | ( | ( | |||||||||
| Net Cash Provided (Used) by Financing Activities | |||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash | $ | ( | $ | ( | |||||||
| Cash, Cash Equivalents and Restricted Cash, Beginning of Period | |||||||||||
| Cash, Cash Equivalents and Restricted Cash, End of Period | $ | $ | |||||||||
14
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash, Cash Equivalents and Restricted Cash are comprised of the following: | |||||||||||
| Beginning of the Period | |||||||||||
| Asset Management and Strategic Holdings | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Restricted Cash and Cash Equivalents | |||||||||||
| Total Asset Management and Strategic Holdings | |||||||||||
| Insurance | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Restricted Cash and Cash Equivalents | |||||||||||
| Total Insurance | |||||||||||
| Cash, Cash Equivalents and Restricted Cash, Beginning of Period | $ | $ | |||||||||
| End of the Period | |||||||||||
| Asset Management and Strategic Holdings | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Restricted Cash and Cash Equivalents | |||||||||||
| Total Asset Management and Strategic Holdings | |||||||||||
| Insurance | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Restricted Cash and Cash Equivalents | |||||||||||
| Total Insurance | |||||||||||
| Cash, Cash Equivalents and Restricted Cash, End of Period | $ | $ | |||||||||
15
KKR & CO. INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
(Amounts in Thousands)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Supplemental Disclosures of Cash Flow Information | |||||||||||
| Payments for Interest | $ | $ | |||||||||
| Payments for Income Taxes | $ | $ | |||||||||
| Payments for Operating Lease Liabilities | $ | $ | |||||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Activities | |||||||||||
| Non-Cash Contribution from Noncontrolling Interests | $ | $ | |||||||||
| Debt Obligations - Net Gains (Losses), Translation and Other | $ | $ | ( | ||||||||
| Right-of-Use Assets obtained in Exchange for new Operating Lease Liabilities | $ | $ | |||||||||
| Investments Acquired through Reinsurance Agreements | $ | $ | |||||||||
| Contractholder Deposit Funds Acquired through Reinsurance Agreements | $ | $ | |||||||||
| Change in Consolidation | |||||||||||
| Investments - Insurance | $ | $ | ( | ||||||||
| Noncontrolling Interests | $ | $ | ( | ||||||||
See notes to financial statements.
16
KKR & CO. INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(All Amounts in Thousands, Except Share and Per Share Data, and Except Where Noted)
1. ORGANIZATION
KKR & Co. Inc. (NYSE: KKR), through its subsidiaries (collectively, "KKR"), is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of The Global Atlantic Financial Group LLC ("TGAFG" and, together with its insurance companies and other subsidiaries, "Global Atlantic").
KKR & Co. Inc. is the parent company of KKR Group Co. Inc., which in turn owns KKR Group Holdings Corp., which is the general partner of KKR Group Partnership L.P. ("KKR Group Partnership"). KKR & Co. Inc. both indirectly controls KKR Group Partnership and indirectly holds Class A partner interests in KKR Group Partnership ("KKR Group Partnership Units") representing economic interests in KKR's business. As of March 31, 2024, KKR & Co. Inc. held indirectly approximately 99.4 % of the KKR Group Partnership Units. The remaining balance is held indirectly by KKR employees through restricted holdings units representing an ownership interest in KKR Group Partnership Units, which may be exchanged for shares of common stock of KKR & Co. Inc. ("exchangeable securities"). As limited partner interests, these KKR Group Partnership Units are non-voting and do not entitle anyone other than KKR to manage its business and affairs. KKR Group Partnership also has outstanding limited partner interests that provide for a carry pool provided by KKR Associates Holdings L.P. ("Associates Holdings").
On January 2, 2024, KKR acquired the remaining minority interests of Global Atlantic held by third party co-investors and Global Atlantic employees in exchange for cash and securities exchangeable for shares of KKR & Co. Inc. common stock (the “2024 GA Acquisition”). The purchase price paid by KKR was approximately $2.6 billion in cash and approximately $41 million in securities exchangeable for shares of KKR & Co. Inc. common stock. Global Atlantic was consolidated prior to January 2, 2024 and consequently, this transaction was accounted for as an equity transaction. At the time of the 2024 GA Acquisition, the carrying value of the noncontrolling interests held by third party co-investors and Global Atlantic employees in Global Atlantic was lower than the purchase price paid by KKR, which was determined by excluding unrealized losses on its available-for-sale portfolio and consistent with the calculation of the purchase price paid by KKR to acquire Global Atlantic in 2021. As such, this transaction resulted in a decrease in KKR & Co. Inc. Stockholders’ Equity.
References to "KKR" in these financial statements refer to KKR & Co. Inc. and its subsidiaries, including Global Atlantic, unless the context requires otherwise, especially in sections where "KKR" is intended to refer to the asset management and strategic holdings businesses only. References in these financial statements to "principals" are to KKR's current and former employees who held interests in KKR's business through KKR Holdings prior to the Reorganization Mergers (as defined below). References to "Global Atlantic" in these financial statements includes the insurance companies and other subsidiaries of Global Atlantic, which are consolidated by KKR.
Reorganization Agreement
On October 8, 2021, KKR entered into a Reorganization Agreement (the "Reorganization Agreement") with KKR Holdings L.P. ("KKR Holdings"), KKR Management LLP (which holds the sole outstanding share of Series I preferred stock), 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, some of which were completed on May 31, 2022, and other changes to be completed in the future. On May 31, 2022, KKR completed the merger transactions ("Reorganization Mergers") contemplated by the Reorganization Agreement pursuant to which KKR acquired KKR Holdings (which changed its name to KKR Group Holdings L.P.) and all of the KKR Group Partnership Units held by it.
17
Notes to Financial Statements (Continued)
Pursuant to the Reorganization Agreement, the following transactions will occur in the future on the Sunset Date (as defined below):
i.the control of KKR & Co. Inc. by KKR Management LLP and the Series I Preferred Stock held by it will be eliminated,
ii.the voting rights for all common stock of KKR & Co. Inc., including with respect to the election of directors, will be established on a one vote per share basis, and
iii.KKR will acquire control of Associates Holdings, the entity providing for the allocation of carry proceeds to KKR employees, also known as the carry pool.
18
Notes to Financial Statements (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements of KKR & Co. Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the instructions to this Quarterly Report on Form 10-Q. The condensed consolidated financial statements (referred to hereafter as the "financial statements"), including these notes, are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) such that the financial statements are presented fairly and that estimates made in preparing the financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The consolidated balance sheet data as of December 31, 2023 were derived from audited financial statements included in KKR & Co. Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission ("SEC") on February 29, 2024 (our "Annual Report"), and the financial statements should be read in conjunction with the audited financial statements included therein. Additionally, in the accompanying financial statements, the condensed consolidated statements of financial condition are referred to hereafter as the "consolidated statements of financial condition"; the condensed consolidated statements of operations are referred to hereafter as the "consolidated statements of operations"; the condensed consolidated statements of comprehensive income (loss) are referred to hereafter as the "consolidated statements of comprehensive income (loss)"; the condensed consolidated statements of changes in equity are referred to hereafter as the "consolidated statements of changes in equity"; and the condensed consolidated statements of cash flows are referred to hereafter as the "consolidated statements of cash flows."
KKR consolidates the financial results of KKR Group Partnership and its consolidated entities, which include the accounts of KKR's investment management and capital markets companies, the general partners of certain unconsolidated investment funds, general partners of consolidated investment funds and their respective consolidated investment funds, Global Atlantic’s insurance companies and certain other entities including CFEs.
The presentations in the consolidated statement of financial condition and consolidated statement of operations reflect the significant industry diversification of KKR by its acquisition of Global Atlantic. Global Atlantic operates an insurance business, and KKR operates an asset management business, which manages the operations of the newly-formed Strategic Holdings segment (see Note 21 - "Segment Reporting"), each of which possess distinct characteristics. As a result, KKR developed a two-tiered approach for the financial statements presentation, where Global Atlantic's insurance operations are presented separately from KKR's asset management business. KKR believes that these separate presentations provide a more informative view of the consolidated financial position and results of operations than traditional aggregated presentations and that reporting Global Atlantic’s insurance operations separately is appropriate given, among other factors, the relative significance of Global Atlantic’s policy liabilities, which are not obligations of KKR. (other than the insurance companies that issued them). If a traditional aggregate presentation were to be used, KKR would expect to eliminate or combine several identical or similar captions, which would condense the presentations, but would also reduce the level of information presented. KKR also believes that using a traditional aggregate presentation would result in no new line items compared to the two-tier presentation included in the financial statements in this report.
In the ordinary course of business, KKR’s Asset Management business, Strategic Holdings business and Insurance business enter into transactions with each other, which may include transactions pursuant to their investment management agreements and certain financing arrangements. The borrowings from these financing arrangements are non-recourse to KKR beyond the assets designated to support such borrowings. All of the investment management and financing arrangements amongst KKR segments are eliminated in consolidation.
All intercompany transactions and balances have been eliminated.
19
Notes to Financial Statements (Continued)
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the recognition and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, investment income (loss) and income taxes during the reporting periods. Such estimates include but are not limited to (i) the valuation of investments and financial instruments, (ii) the determination of the income tax provision, (iii) the impairment of goodwill and intangible assets, (iv) the impairment of available-for-sale investments, (v) the valuation of insurance policy liabilities, including market risk benefits, (vi) the valuation of embedded derivatives in policy liabilities and funds withheld, (vii) the determination of the allowance for loan losses, and (viii) amortization of deferred revenues and expenses associated with the insurance business.
Compensation and Benefits
Carry Pool Allocation
With respect to our funds that provide for carried interest, KKR allocates a portion of the realized and unrealized carried interest that KKR earns to Associates Holdings, which is referred to as the carry pool, from which KKR's asset management employees and certain other carry pool participants are eligible to receive a carried interest allocation. The allocation is determined based upon a fixed arrangement between Associates Holdings and KKR, and KKR does not exercise discretion on whether to make an allocation to the carry pool upon a realization event. KKR refers to the portion of carried interest that KKR allocates to the carry pool as the carry pool percentage.
As of December 31, 2023, the carry pool percentage was fixed at 40 %, 43 % or 65 % by investment fund, depending on the fund’s vintage. For funds that closed after December 31, 2020 but before December 31, 2023, the carry pool percentage was fixed at 65 %. For funds that closed after June 30, 2017 but before December 31, 2020, the carry pool percentage was fixed at 43 %, and the carry pool percentage was fixed at 40 % for older funds that contributed to KKR's carry pool. Effective January 2, 2024, KKR is authorized to apply a carry pool percentage in excess of these fixed percentages of up to 80 % for all funds.
This increase to the carry pool percentage was approved by a majority of KKR's independent directors, and the carry pool percentage may not be increased above 80 % without the further approval of a majority of KKR's independent directors. For funds that closed after December 31, 2023, the carry pool percentage is fixed at 80 %. For funds that closed prior to December 31, 2023, the carry pool percentage is calculated at a fixed percentage of 40 %, 43 % or 65 % (depending on the fund’s vintage) for carried interest realized up to a high water mark, which was established based on the unrealized carried interest balance that existed on January 2, 2024, plus an additional percentage amount up to 80 % based on a formulaic allocation, only if the unrealized carried interest balance at any period end exceeds the high water mark. This imposes a limitation of the carry pool allocation for such funds based on the amount of cumulative unrealized carried interest income earned subsequent to December 31, 2023.
For funds that closed before December 31, 2023, if the cumulative carried interest subsequent to December 31, 2023 is not sufficient to fund this formulaic allocation, the allocation of carried interest reverts to the carry pool percentage in effect before this modification. As such, upon modification of the carry pool percentage effective on January 2, 2024, the cumulative unrealized carried interest was not sufficient to fund the additional formulaic allocation percentage in excess of the pre-existing 40 %, 43 % and 65 % carry pool percentages, and therefore no incremental expense was recognized as of such date. The carry pool percentage applicable for all funds that closed prior to December 31, 2023 will not be less than their applicable carry pool percentages of 40 %, 43 % or 65 % prior to December 31, 2023, and will not be more than 80 %. The intent of this modification is that for all funds that closed prior to January 2, 2024, upon the final liquidation of each fund, realized carried interest distributed will equal the historical fund carry pool allocations up to the high water mark and only distributions of realized carried interest in excess of the high water mark will be distributed at 80 percent if and only if the unrealized carried interest balance at any period end exceeds the high water mark. Under no circumstance would a distribution of carried interest exceed 80% of the total allocable carried interest at any time.
20
Notes to Financial Statements (Continued)
KKR accounts for the carry pool as a compensatory profit-sharing arrangement in Accrued Expenses and Other Liabilities within the accompanying consolidated statements of financial condition in conjunction with the related carried interest income and it is recorded as compensation expense. The liability that is recorded in each period reflects the legal entitlement of Associates Holdings at each point in time should the total unrealized carried interest be realized at the value recorded at each reporting date. Upon a reversal of carried interest income, the related carry pool allocation, if any, is also reversed. Accordingly, such compensation expense is subject to both positive and negative adjustments.
Adoption of new accounting pronouncements
Fair value measurement of equity securities subject to contractual sale restrictions
In June 2022, the FASB issued ASU 2022–03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” ("ASU 2022–03"). According to ASU 2022-03, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value and an entity is not allowed to recognize a contractual sale restriction as a separate unit of account.
ASU 2022–03 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. KKR adopted this accounting standard effective January 1, 2024 and its adoption on a prospective basis did not have any material impact on KKR's consolidated financial statements.
Accounting for Investments in Tax Credit Structures
In March 2023, the FASB issued ASU 2023–02 "Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method" ("ASU 2023–02") to expand the population of investments in tax credit structures that may be eligible to apply the proportional amortization method (“PAM”), if certain criteria are met. The election to use the PAM can be made on a tax credit program-by-program basis. Under the new guidance, certain disclosures are required for investments in tax credit programs for which the PAM is elected. The guidance is effective for fiscal years beginning after December 15, 2023. KKR adopted this accounting standard effective January 1, 2024 and its adoption did not have any material impact on KKR's consolidated financial statements.
Future application of accounting standards
Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023–07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023–07"). ASU 2023–07 intends to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. KKR is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and disclosures.
Scope Application of Profits Interest and Similar Awards
In March 2024, the FASB issued ASU 2024–01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024–01”). ASU 2024–01 amends the guidance in Accounting Standard Codification 718 (“ASC 718”) by adding an illustrative example to demonstrate and clarify how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as a share-based payment arrangement under ASC 718 or another standard. ASU 2024–01 will be effective for KKR’s reporting period ended March 31, 2025. KKR is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and disclosures.
Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023–09 "Improvements to Income Tax Disclosures" ("ASU 2023–09"). ASU 2023–09 intends to enhance the transparency and decision usefulness of income tax disclosures, requiring disaggregated information about an entity’s effective tax rate reconciliation as well as income taxes paid. This is effective for fiscal years beginning after December 15, 2024. KKR is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and disclosures.
21
Notes to Financial Statements (Continued)
3. REVENUES - ASSET MANAGEMENT AND STRATEGIC HOLDINGS
For the three months ended March 31, 2024 and 2023, respectively, Asset Management and Strategic Holdings revenues consisted of the following:
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Management Fees | $ | $ | ||||||||||||
| Fee Credits | ( | ( | ||||||||||||
| Transaction Fees | ||||||||||||||
| Monitoring Fees | ||||||||||||||
| Incentive Fees | ||||||||||||||
| Expense Reimbursements | ||||||||||||||
| Consulting Fees | ||||||||||||||
| Total Fees and Other | ||||||||||||||
| Carried Interest | ||||||||||||||
| General Partner Capital Interest | ||||||||||||||
| Total Capital Allocation-Based Income (Loss) | ||||||||||||||
| Total Revenues | $ | $ | ||||||||||||
22
Notes to Financial Statements (Continued)
4. NET GAINS (LOSSES) FROM INVESTMENT ACTIVITIES - ASSET MANAGEMENT AND STRATEGIC HOLDINGS
Net Gains (Losses) from Investment Activities in the consolidated statements of operations consist primarily of the realized and unrealized gains and losses on investments (including foreign exchange gains and losses attributable to foreign denominated investments and related activities) and other financial instruments, including those for which the fair value option has been elected. Unrealized gains or losses result from changes in the fair value of these investments and other financial instruments during a period. Upon disposition of an investment or financial instrument, previously recognized unrealized gains or losses are reversed and an offsetting realized gain or loss is recognized in the current period.
The following table summarizes total Net Gains (Losses) from Investment Activities:
| Three Months Ended March 31, 2024 | |||||||||||||||||
| Net Realized Gains (Losses) | Net Unrealized Gains (Losses) | Total | |||||||||||||||
Private Equity (1) | $ | ( | $ | $ | |||||||||||||
Credit (1) | ( | ( | |||||||||||||||
Investments of Consolidated CFEs (1) | |||||||||||||||||
Real Assets (1) | ( | ( | ( | ||||||||||||||
Equity Method - Other (1) | |||||||||||||||||
Other Investments (1) | ( | ||||||||||||||||
Foreign Exchange Forward Contracts and Options (2) | |||||||||||||||||
Securities Sold Short (2) | ( | ( | ( | ||||||||||||||
Other Derivatives (2) | |||||||||||||||||
Debt Obligations and Other (3) | ( | ( | |||||||||||||||
| Net Gains (Losses) From Investment Activities | $ | ( | $ | $ | |||||||||||||
| Three Months Ended March 31, 2023 | |||||||||||||||||
| Net Realized Gains (Losses) | Net Unrealized Gains (Losses) | Total | |||||||||||||||
Private Equity (1) | $ | $ | ( | $ | |||||||||||||
Credit (1) | ( | ||||||||||||||||
Investments of Consolidated CFEs (1) | ( | ||||||||||||||||
Real Assets (1) | ( | ( | |||||||||||||||
Equity Method - Other (1) | |||||||||||||||||
Other Investments (1) | ( | ( | ( | ||||||||||||||
Foreign Exchange Forward Contracts and Options (2) | ( | ( | |||||||||||||||
Securities Sold Short (2) | ( | ( | |||||||||||||||
Other Derivatives (2) | ( | ||||||||||||||||
Debt Obligations and Other (3) | ( | ( | |||||||||||||||
| Net Gains (Losses) From Investment Activities | $ | $ | ( | $ | ( | ||||||||||||
(1)See Note 7 "Investments."
(2)See Note 8 "Derivatives" and Note 14 "Other Assets and Accrued Expenses and Other Liabilities."
23
Notes to Financial Statements (Continued)
5. NET INVESTMENT INCOME - INSURANCE
Net investment income for Global Atlantic is comprised primarily of interest income, including amortization of premiums and accretion of discounts, based on yields that change due to expectations in projected cash flows, dividend income from common and preferred stock, earnings from investments accounted for under equity method accounting, and lease income on other investments.
The components of net investment income were as follows:
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Fixed maturity securities – interest and other income | $ | $ | |||||||||
| Mortgage and other loan receivables | |||||||||||
| Investments in transportation and other leased assets | |||||||||||
| Investments in renewable energy | |||||||||||
| Investments in real estate | |||||||||||
| Short-term and other investment income | |||||||||||
| Income assumed from funds withheld receivable at interest | |||||||||||
| Policy loans | |||||||||||
| Income ceded to funds withheld payable at interest | ( | ( | |||||||||
| Gross investment income | |||||||||||
| Less investment expenses: | |||||||||||
| Investment management and administration | |||||||||||
| Transportation and renewable energy asset depreciation and maintenance | |||||||||||
| Interest expense on derivative collateral and repurchase agreements | |||||||||||
| Net investment income | $ | $ | |||||||||
6. NET INVESTMENT-RELATED GAINS (LOSSES) - INSURANCE
Net investment-related gains (losses) from insurance operations primarily consists of (i) realized gains (losses) from the disposal of investments, (ii) unrealized gains (losses) from investments held for trading, equity securities, real estate investments accounted for under investment company accounting, and investments with fair value remeasurements recognized in earnings as a result of the election of a fair-value option, (iii) unrealized gains (losses) on funds withheld receivable and payable at interest, (iv) unrealized gains (losses) from derivatives (excluding certain derivatives designated as hedge accounting instruments), and (v) allowances for credit losses, and other impairments of investments.
Net investment-related gains (losses) were as follows:
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Realized (losses) gains on available-for-sale fixed maturity debt securities | $ | ( | $ | ||||||||
| Credit loss allowances on available-for-sale securities | ( | ||||||||||
| Credit loss allowances on mortgage and other loan receivables | ( | ( | |||||||||
| Allowances on unfunded commitments | ( | ( | |||||||||
| Impairment of available-for-sale fixed maturity debt securities due to intent to sell | ( | ||||||||||
| Unrealized (losses) gains on fixed maturity securities classified as trading | ( | ||||||||||
| Unrealized losses on investments recognized under the fair-value option | ( | ( | |||||||||
| Unrealized (losses) gains on real estate investments recognized at fair value under investment company accounting | ( | ||||||||||
| Net gains (losses) on derivative instruments | ( | ||||||||||
| Realized gains on funds withheld payable at interest portfolio | |||||||||||
| Realized (losses) gains on funds withheld receivable at interest portfolio | ( | ||||||||||
| Other realized losses | ( | ( | |||||||||
| Net investment-related gains (losses) | $ | ( | $ | ( | |||||||
24
Notes to Financial Statements (Continued)
Allowance for credit losses
Available-for-sale fixed maturity securities
The table below presents a roll-forward of the allowance for credit losses recognized for fixed maturity securities held by Global Atlantic:
| Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | ||||||||||||||||||||||||||||||||||
| Corporate | Structured | Total | Corporate | Structured | Total | ||||||||||||||||||||||||||||||
| Balance, as of beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Initial credit loss allowance recognized on securities with no previously recognized allowance | |||||||||||||||||||||||||||||||||||
| Accretion of initial credit loss allowance on PCD securities | |||||||||||||||||||||||||||||||||||
| Reductions due to sales (or maturities, pay downs or prepayments) during the period of securities with a previously recognized credit loss allowance | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Net additions / reductions for securities with a previously recognized credit loss allowance | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Balances charged off | ( | ( | |||||||||||||||||||||||||||||||||
| Balance, as of end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Mortgage and other loan receivables
Changes in the allowance for credit losses on mortgage and other loan receivables held by Global Atlantic are summarized below:
| Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Mortgage Loans | Residential Mortgage Loans | Consumer and Other Loan Receivables | Total | Commercial Mortgage Loans | Residential Mortgage Loans | Consumer and Other Loan Receivables | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance, as of beginning of period | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net provision (release) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Recoveries of amounts previously charged-off | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, as of end of period | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Proceeds and gross gains and losses from voluntary sales
The proceeds from voluntary sales and the gross gains and losses on those sales of available-for-sale ("AFS") fixed maturity securities were as follows:
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| AFS fixed maturity securities: | |||||||||||
| Proceeds from voluntary sales | $ | $ | |||||||||
| Gross gains | $ | $ | |||||||||
| Gross losses | $ | ( | $ | ( | |||||||
25
Notes to Financial Statements (Continued)
7. INVESTMENTS
Investments consist of the following:
| March 31, 2024 | December 31, 2023 | ||||||||||
| Asset Management and Strategic Holdings | |||||||||||
| Private Equity | $ | $ | |||||||||
| Credit | |||||||||||
| Investments of Consolidated CFEs | |||||||||||
| Real Assets | |||||||||||
| Equity Method - Other | |||||||||||
| Equity Method - Capital Allocation-Based Income | |||||||||||
| Other Investments | |||||||||||
| Investments - Asset Management and Strategic Holdings | $ | $ | |||||||||
| Insurance | |||||||||||
Fixed maturity securities, available-for-sale, at fair value(1) | $ | $ | |||||||||
| Mortgage and other loan receivables | |||||||||||
Fixed maturity securities, trading, at fair value(2) | |||||||||||
| Other investments | |||||||||||
| Funds withheld receivable at interest | |||||||||||
| Policy loans | |||||||||||
| Equity securities at fair value | |||||||||||
| Investments - Insurance | $ | $ | |||||||||
| Total Investments | $ | $ | |||||||||
(1)Amortized cost of $83.5 billion and $78.7 billion, net of credit loss allowances of $210.0 million and $268.7 million, respectively.
(2)Amortized cost of $29.8 billion and $20.5 billion, respectively. Trading fixed maturity securities are held to back funds withheld payable at interest. The investment performance on these investments are ceded to third-party reinsurers.
As of March 31, 2024 and December 31, 2023, there were no investments which represented greater than 5
26
Notes to Financial Statements (Continued)
Fixed maturity securities
The cost or amortized cost and fair value for AFS fixed maturity securities were as follows:
| Cost or amortized cost | Allowance for Credit Losses (1)(2) | Gross unrealized | Fair value | ||||||||||||||||||||||||||
| As of March 31, 2024 | gains | losses | |||||||||||||||||||||||||||
| AFS fixed maturity securities portfolio by type: | |||||||||||||||||||||||||||||
| U.S. government and agencies | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| U.S. state, municipal and political subdivisions | ( | ||||||||||||||||||||||||||||
| Corporate | ( | ( | |||||||||||||||||||||||||||
| Residential mortgage-backed securities, or “RMBS” | ( | ( | |||||||||||||||||||||||||||
| Commercial mortgage-backed securities, or “CMBS” | ( | ( | |||||||||||||||||||||||||||
| Collateralized bond obligations, or “CBOs” | ( | ( | |||||||||||||||||||||||||||
| CLOs | ( | ( | |||||||||||||||||||||||||||
| Asset-backed securities, or “ABSs” | ( | ( | |||||||||||||||||||||||||||
| Total AFS fixed maturity securities | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
(1)Represents the cumulative amount of credit impairments that have been recognized in the consolidated statements of operations (as net investment (losses) gains) or that were recognized as a gross-up of the purchase price of PCD securities. Amount excludes unrealized losses related to non-credit impairment.
(2)Includes credit loss allowances on purchase-credit deteriorated fixed-maturity securities of $(10.7 ) million.
| Cost or amortized cost | Allowance for Credit Losses (1)(2) | Gross unrealized | Fair value | ||||||||||||||||||||||||||
| As of December 31, 2023 | gains | losses | |||||||||||||||||||||||||||
| AFS fixed maturity securities portfolio by type: | |||||||||||||||||||||||||||||
| U.S. government and agencies | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| U.S. state, municipal and political subdivisions | ( | ||||||||||||||||||||||||||||
| Corporate | ( | ( | |||||||||||||||||||||||||||
| RMBS | ( | ( | |||||||||||||||||||||||||||
| CMBS | ( | ( | |||||||||||||||||||||||||||
| CBOs | ( | ( | |||||||||||||||||||||||||||
| CLOs | ( | ( | |||||||||||||||||||||||||||
| ABSs | ( | ( | |||||||||||||||||||||||||||
| Total AFS fixed maturity securities | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
(1)Represents the cumulative amount of credit impairments that have been recognized in the consolidated statements of operations (as net investment (losses) gains) or that were recognized as a gross-up of the purchase price of PCD securities. Amount excludes unrealized losses related to non-credit impairment.
(2)Includes credit loss allowances on purchase-credit deteriorated fixed-maturity securities of $(12.8 ) million.
Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, or Global Atlantic may have the right to put or sell the obligations back to the issuers. Structured securities are shown separately as they have periodic payments and are not due at a single maturity.
27
Notes to Financial Statements (Continued)
The maturity distribution for AFS fixed maturity securities is as follows:
| As of March 31, 2024 | Cost or amortized cost (net of allowance) | Fair value | |||||||||
| Due in one year or less | $ | $ | |||||||||
| Due after one year through five years | |||||||||||
| Due after five years through ten years | |||||||||||
| Due after ten years | |||||||||||
| Subtotal | |||||||||||
| RMBS | |||||||||||
| CMBS | |||||||||||
| CBOs | |||||||||||
| CLOs | |||||||||||
| ABSs | |||||||||||
| Total AFS fixed maturity securities | $ | $ | |||||||||
Securities in a continuous unrealized loss position
The following tables provide information about AFS fixed maturity securities that have been continuously in an unrealized loss position:
| Less than 12 months | 12 months or more | Total | |||||||||||||||||||||||||||||||||
| As of March 31, 2024 | Fair value | Unrealized losses | Fair value | Unrealized losses | Fair value | Unrealized losses | |||||||||||||||||||||||||||||
| AFS fixed maturity securities portfolio by type: | |||||||||||||||||||||||||||||||||||
| U.S. government and agencies | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| U.S. state, municipal and political subdivisions | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Corporate | ( | ( | ( | ||||||||||||||||||||||||||||||||
| RMBS | ( | ( | ( | ||||||||||||||||||||||||||||||||
| CMBS | ( | ( | ( | ||||||||||||||||||||||||||||||||
| CBOs | ( | ( | ( | ||||||||||||||||||||||||||||||||
| CLOs | ( | ( | ( | ||||||||||||||||||||||||||||||||
| ABSs | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total AFS fixed maturity securities in a continuous loss position | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Less than 12 months | 12 months or more | Total | |||||||||||||||||||||||||||||||||
| As of December 31, 2023 | Fair value | Unrealized losses | Fair value | Unrealized losses | Fair value | Unrealized losses | |||||||||||||||||||||||||||||
| AFS fixed maturity securities portfolio by type: | |||||||||||||||||||||||||||||||||||
| U.S. government and agencies | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| U.S. state, municipal and political subdivisions | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Corporate | ( | ( | ( | ||||||||||||||||||||||||||||||||
| RMBS | ( | ( | ( | ||||||||||||||||||||||||||||||||
| CMBS | ( | ( | ( | ||||||||||||||||||||||||||||||||
| CBOs | ( | ( | ( | ||||||||||||||||||||||||||||||||
| CLOs | ( | ( | ( | ||||||||||||||||||||||||||||||||
| ABSs | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total AFS fixed maturity securities in a continuous loss position | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
28
Notes to Financial Statements (Continued)
Unrealized gains and losses can be created by changing interest rates or several other factors, including changing credit spreads. Global Atlantic had gross unrealized losses on below investment grade AFS fixed maturity securities of $647.8 million and $694.6 million as of March 31, 2024 and December 31, 2023, respectively. The single largest unrealized loss on AFS fixed maturity securities was $53.1 million and $53.4 million as of March 31, 2024 and December 31, 2023, respectively. Global Atlantic had 5,940 and 5,886 securities in an unrealized loss position as of March 31, 2024 and December 31, 2023, respectively.
As of March 31, 2024, AFS fixed maturity securities in an unrealized loss position for 12 months or more consisted of 4,875 debt securities. These debt securities primarily relate to Corporate, RMBS, and U.S. state, municipal and political subdivisions fixed maturity securities, which have depressed values due primarily to an increase in interest rates since the purchase of these securities. Unrealized losses were not recognized in net income on these debt securities since Global Atlantic neither intends to sell the securities nor does it believe that it is more likely than not that it will be required to sell these securities before recovery of their cost or amortized cost basis. For securities with significant declines in value, individual security level analysis was performed utilizing underlying collateral default expectations, market data and industry analyst reports.
Mortgage and other loan receivables
Mortgage and other loan receivables consist of the following:
| March 31, 2024 | December 31, 2023 | ||||||||||
Commercial mortgage loans(1) | $ | $ | |||||||||
Residential mortgage loans(1) | |||||||||||
| Consumer loans | |||||||||||
Other loan receivables(2) | |||||||||||
| Total mortgage and other loan receivables | |||||||||||
Allowance for credit losses(3) | ( | ( | |||||||||
| Total mortgage and other loan receivables, net of allowance for credit losses | $ | $ | |||||||||
(1)Includes $686.9 million and $697.4 million of loans carried at fair value using the fair value option as of March 31, 2024 and December 31, 2023, respectively. The fair value option was elected for these loans for asset-liability matching purposes. These loans had unpaid principal balances of $779.8 million and $785.2 million as of March 31, 2024 and December 31, 2023, respectively.
(2)As of March 31, 2024 and December 31, 2023, other loan receivables consisted primarily of loans collateralized by aircraft of $337.0 million and $315.4 million, respectively, and loans collateralized by residential mortgages of $200
(3)Includes credit loss allowances on purchase-credit deteriorated mortgage and other loan receivables of $(86.5 ) million and $(91.7 ) million as of March 31, 2024 and December 31, 2023, respectively.
The maturity distribution for residential and commercial mortgage loans was as follows as of March 31, 2024:
| Years | Residential | Commercial | Total mortgage loans | ||||||||||||||
| Remainder of 2024 | $ | $ | $ | ||||||||||||||
| 2025 | |||||||||||||||||
| 2026 | |||||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| Thereafter | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Actual maturities could differ from contractual maturities because borrowers may have the right to prepay (with or without prepayment penalties) and loans may be refinanced.
29
Notes to Financial Statements (Continued)
Global Atlantic diversifies its mortgage loan portfolio by both geographic region and property type to reduce concentration risk. The following tables present the mortgage loans by geographic region and property type:
| Mortgage loans – carrying value by geographic region | March 31, 2024 | December 31, 2023 | |||||||||||||||||||||
| Pacific | $ | % | $ | % | |||||||||||||||||||
| West South Central | % | % | |||||||||||||||||||||
| South Atlantic | % | % | |||||||||||||||||||||
| Middle Atlantic | % | % | |||||||||||||||||||||
| East North Central | % | % | |||||||||||||||||||||
| Mountain | % | % | |||||||||||||||||||||
| New England | % | % | |||||||||||||||||||||
| East South Central | % | % | |||||||||||||||||||||
| West North Central | % | % | |||||||||||||||||||||
| Other regions | % | % | |||||||||||||||||||||
| Total by geographic region | $ | % | $ | % | |||||||||||||||||||
| Mortgage loans – carrying value by property type | March 31, 2024 | December 31, 2023 | |||||||||||||||||||||
| Residential | $ | % | $ | % | |||||||||||||||||||
| Office building | % | % | |||||||||||||||||||||
| Multi-family | % | % | |||||||||||||||||||||
| Industrial | % | % | |||||||||||||||||||||
| Retail | % | % | |||||||||||||||||||||
| Warehouse | % | % | |||||||||||||||||||||
| Other property types | % | % | |||||||||||||||||||||
| Total by property type | $ | % | $ | % | |||||||||||||||||||
As of March 31, 2024 and December 31, 2023, Global Atlantic had $586.6 million and $510.9 million of mortgage loans that were 90 days or more past due or are in the process of foreclosure, respectively, and have been classified as non-income producing (non-accrual status). Global Atlantic ceases accrual of interest on loans that are more than 90 days past due or are in the process of foreclosure and recognizes income as cash is received.
30
Notes to Financial Statements (Continued)
Credit quality indicators
Mortgage and loan receivable performance status
The following table represents the portfolio of mortgage and loan receivables by origination year and performance status as of March 31, 2024 and December 31, 2023:
| By year of origination | |||||||||||||||||||||||||||||||||||||||||
Performance status as of March 31, 2024 | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Total | ||||||||||||||||||||||||||||||||||
| Commercial mortgage loans | |||||||||||||||||||||||||||||||||||||||||
| Gross charge-offs for the three months ended March 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| 30 to 59 days past due | |||||||||||||||||||||||||||||||||||||||||
| 60 to 89 days past due | |||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due or in process of foreclosure | |||||||||||||||||||||||||||||||||||||||||
| Total commercial mortgage loans | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Residential mortgage loans | |||||||||||||||||||||||||||||||||||||||||
| Gross charge-offs for the three months ended March 31, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| 30 to 59 days past due | |||||||||||||||||||||||||||||||||||||||||
| 60 to 89 days past due | |||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due or in process of foreclosure | |||||||||||||||||||||||||||||||||||||||||
| Total residential mortgage loans | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Consumer loans | |||||||||||||||||||||||||||||||||||||||||
| Gross charge-offs for the three months ended March 31, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| 30 to 59 days past due | |||||||||||||||||||||||||||||||||||||||||
| 60 to 89 days past due | |||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due or in process of foreclosure | |||||||||||||||||||||||||||||||||||||||||
| Total consumer loans | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Total mortgage and consumer loan receivables | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
31
Notes to Financial Statements (Continued)
| By year of origination | |||||||||||||||||||||||||||||||||||||||||
Performance status as of December 31, 2023 | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Total | ||||||||||||||||||||||||||||||||||
| Commercial mortgage loans | |||||||||||||||||||||||||||||||||||||||||
| Gross charge-offs for the year ended December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| 30 to 59 days past due | |||||||||||||||||||||||||||||||||||||||||
| 60 to 89 days past due | |||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due or in process of foreclosure | |||||||||||||||||||||||||||||||||||||||||
| Total commercial mortgage loans | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Residential mortgage loans | |||||||||||||||||||||||||||||||||||||||||
| Gross charge-offs for the year ended December 31, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| 30 to 59 days past due | |||||||||||||||||||||||||||||||||||||||||
| 60 to 89 days past due | |||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due or in process of foreclosure | |||||||||||||||||||||||||||||||||||||||||
| Total residential mortgage loans | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Consumer loans | |||||||||||||||||||||||||||||||||||||||||
| Gross charge-offs for the year ended December 31, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| 30 to 59 days past due | |||||||||||||||||||||||||||||||||||||||||
| 60 to 89 days past due | |||||||||||||||||||||||||||||||||||||||||
| Over 90 days past due | |||||||||||||||||||||||||||||||||||||||||
| Total consumer loans | |||||||||||||||||||||||||||||||||||||||||
| Total mortgage and consumer loan receivables | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Loan-to-value ratio on mortgage loans
The loan-to-value ratio is expressed as a percentage of the current amount of the loan relative to the value of the underlying collateral. The following table summarizes Global Atlantic's loan-to-value ratios for its commercial mortgage loans as of March 31, 2024 and December 31, 2023:
Loan-to-value as of March 31, 2024, by year of origination | Carrying value loan-to-value 70% and less | Carrying value loan-to-value 71% - 90% | Carrying value loan-to-value over 90% | Total carrying value | |||||||||||||||||||
| 2024 | $ | $ | $ | $ | |||||||||||||||||||
| 2023 | |||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||
| Prior | |||||||||||||||||||||||
| Total commercial mortgage loans | $ | $ | $ | $ | |||||||||||||||||||
32
Notes to Financial Statements (Continued)
Loan-to-value as of December 31, 2023, by year of origination | Carrying value loan-to-value 70% and less | Carrying value loan-to-value 71% - 90% | Carrying value loan-to-value over 90% | Total carrying value | |||||||||||||||||||
| 2023 | $ | $ | $ | $ | |||||||||||||||||||
| 2022 | |||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||
| Prior | |||||||||||||||||||||||
| Total commercial mortgage loans | $ | $ | $ | $ | |||||||||||||||||||
Changing economic conditions and updated assumptions affect Global Atlantic's assessment of the collectibility of commercial mortgage loans. Changing vacancies and rents are incorporated into the analysis that Global Atlantic performs to measure the allowance for credit losses. In addition, Global Atlantic continuously monitors its commercial mortgage loan portfolio to identify risk. Areas of emphasis are properties that have exposure to specific geographic events or have deteriorating credit.
The weighted average loan-to-value ratio for Global Atlantic's residential mortgage loans was 64 % and 63 % as of March 31, 2024 and December 31, 2023, respectively.
Loan modifications
Global Atlantic may modify the terms of a loan when the borrower is experiencing financial difficulties, as a means to optimize recovery of amounts due on the loan. Modifications may involve temporary relief, such as payment forbearance for a short period time (where interest continues to accrue) or may involve more substantive changes to a loan. Changes to the terms of a loan, pursuant to a modification agreement, are factored into the analysis of the loan’s expected credit losses, under the allowance model applicable to the loan.
For commercial mortgage loans, modifications for borrowers experiencing financial difficulty are tailored for individual loans and may include interest rate relief, maturity extensions or, less frequently, principal forgiveness. For both residential mortgage loans and consumer loans, the most common modifications for borrowers experiencing financial difficulty, aside from insignificant delays in payment, typically involve deferral of missed payments to the end of the loan term, interest rate relief, or maturity extensions.
The tables below present the carrying value of loans to borrowers experiencing financial difficulty, for which modifications have been granted during the three months ended March 31, 2024 and 2023:
Three months ended March 31, 2024 by loan type | Deferral of Amounts Due | Interest Rate Relief | Maturity Extension | Combination(1) | Total | Percentage of total carrying value outstanding | |||||||||||||||||||||||||||||
| Commercial mortgage loans | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||||
| Residential mortgage loans | % | ||||||||||||||||||||||||||||||||||
| Consumer loans | % | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
(1)Includes modifications involving a combination of deferral of amounts due, interest rate relief, or maturity extension.
| Three months ended March 31, 2023 by loan type | Deferral of Amounts Due | Interest Rate Relief | Maturity Extension | Combination(1) | Total | Percentage of total carrying value outstanding | |||||||||||||||||||||||||||||
| Commercial mortgage loans | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||||
| Residential mortgage loans | % | ||||||||||||||||||||||||||||||||||
| Consumer loans | % | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
(1)Includes modifications involving a combination of deferral of amounts due, interest rate relief, or maturity extension.
33
Notes to Financial Statements (Continued)
All of the commercial mortgage loans that had a combination of modifications had both interest rate relief and maturity extensions. For these loans, the interest rate relief generally involved either a change from a floating rate or a decrease in fixed rate to a weighted average rate of 3.0 % and 5.5 %, for the three months ended March 31, 2024 and 2023, respectively. The maturity extensions for these loans added a weighted-average of 3.0 years and 1.0 year to the life of the loans, for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, Global Atlantic has commitments to lend additional funds of $3.8 million for the modified commercial mortgage loans disclosed above.
The table below presents the performance status of the loans modified during the twelve months ended March 31, 2024:
Performance status as of March 31, 2024 by loan type | Current | 30-59 days past due | 60-89 days past due | 90 days or more past due or in process of foreclosure | Total | ||||||||||||||||||||||||
| Commercial mortgage loans | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residential mortgage loans | |||||||||||||||||||||||||||||
| Consumer loans | |||||||||||||||||||||||||||||
Total(1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1)Loans may have been modified more than once during the twelve months period; in this circumstance, the loan is only included once in this table. In addition, certain loans that were modified in prior quarters have since been repaid in full.
Other investments
Other investments consist of the following:
| March 31, 2024 | December 31, 2023 | ||||||||||
Investments in real estate(1) | $ | $ | |||||||||
Investments in renewable energy(2) | |||||||||||
Investments in transportation and other leased assets(3) | |||||||||||
| Other investment funds and partnerships | |||||||||||
| Federal Home Loan Bank (FHLB) common stock and other investments | |||||||||||
| Total other investments | $ | $ | |||||||||
(1)Investments in real estate are held in consolidated investment companies that use fair value accounting.
(2)Net of accumulated depreciation attributed to consolidated renewable energy assets of $163.5 million and $154.1 million as of March 31, 2024 and December 31, 2023, respectively.
(3)Net of accumulated depreciation of $342.9 million and $313.6 million as of March 31, 2024 and December 31, 2023, respectively.
The total amount of other investments accounted for using the equity method of accounting was $762.1 million and $143.3 million as of March 31, 2024 and December 31, 2023, respectively. Global Atlantic's maximum exposure to loss related to these equity method investments is limited to the carrying value of these investments plus unfunded commitments of $23.7 million and $19.7 million as of March 31, 2024 and December 31, 2023, respectively.
In addition, Global Atlantic has investments that would otherwise require the equity method of accounting for which the fair value option has been elected. The carrying amount of these investments was $138.5 million and $175.3 million as of March 31, 2024 and December 31, 2023, respectively.
Repurchase agreement transactions
As of March 31, 2024 and December 31, 2023, Global Atlantic participated in repurchase agreements with a notional value of $843.2 million and $1.4 billion, respectively. As collateral for these transactions, Global Atlantic typically posts AFS fixed maturity securities and residential mortgage loans, which are included in Insurance - Investments in the consolidated statements of financial condition. The gross obligation for repurchase agreements is reported in other liabilities in the consolidated statements of financial condition.
34
Notes to Financial Statements (Continued)
The carrying value of assets pledged for repurchase agreements by type of collateral and remaining contractual maturity of the repurchase agreements as of March 31, 2024 and December 31, 2023 is presented in the following tables:
| As of March 31, 2024 | Overnight | <30 Days | 30 - 90 Days | > 90 Days | Total | ||||||||||||||||||||||||
| AFS corporate securities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residential mortgage loans | |||||||||||||||||||||||||||||
| Total assets pledged | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| As of December 31, 2023 | Overnight | <30 Days | 30 - 90 Days | > 90 Days | Total | ||||||||||||||||||||||||
| AFS corporate securities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residential mortgage loans | |||||||||||||||||||||||||||||
| Total assets pledged | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Other pledges and restrictions
Certain Global Atlantic subsidiaries are members of regional banks in the FHLB system and such membership requires the members to own stock in these FHLBs. Global Atlantic owns an aggregate of $131.7 3.5 billion and $3.6 billion as of March 31, 2024 and December 31, 2023, respectively.
Insurance – statutory deposits
As of March 31, 2024 and December 31, 2023, the carrying value of the assets on deposit with various state and U.S. governmental authorities were $146.0 million and $148.5 million, respectively.
35
Notes to Financial Statements (Continued)
8. DERIVATIVES
Asset Management and Strategic Holdings
KKR and certain of its consolidated funds have entered into derivative transactions as part of its overall risk management for its investment strategies. These derivative contracts are not designated as hedging instruments for accounting purposes. Such contracts may include forward, swap and option contracts related to foreign currencies and interest rates to manage foreign exchange risk and interest rate risk arising from certain assets and liabilities. All derivatives are recognized in Other Assets or Accrued Expenses and Other Liabilities and are presented on a gross basis in the consolidated statements of financial condition and measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. KKR's derivative financial instruments contain credit risk to the extent that its counterparties may be unable to meet the terms of the agreements. KKR attempts to reduce this risk by limiting its counterparties to major financial institutions with strong credit ratings.
Insurance
Global Atlantic holds derivative instruments that are primarily used in its hedge program. Global Atlantic has established a hedge program that seeks to mitigate economic impacts primarily from interest rate and equity price movements, while taking into consideration accounting and capital impacts.
Global Atlantic hedges interest rate and equity market risks associated with its insurance liabilities including fixed-indexed annuities, indexed universal life policies, variable annuity policies and variable universal life policies, among others. For fixed-indexed annuities and indexed universal life policies, Global Atlantic generally seeks to use static hedges to offset the exposure primarily created by changes in its embedded derivative balances. Global Atlantic generally purchases options which replicate the crediting rate strategies, often in the form of call spreads. Call spreads are the purchase of a call option matched by the sale of a different call option. For variable annuities and variable universal life policies, Global Atlantic generally seeks to dynamically hedge its exposure to changes in the value of the guarantee it provides to policyholders. Doing so requires the active trading of several financial instruments to respond to changes in market conditions. In addition, Global Atlantic enters into inflation swaps to manage inflation risk associated with inflation-indexed preneed policies.
In the context of specific reinsurance transactions in the institutional channel or acquisitions, Global Atlantic may also enter into hedges which are designed to limit short-term market risks to the economic value of the target assets. From time to time, Global Atlantic also enters into hedges designed to mitigate interest rate and credit risk in investment income, interest expense, and fair value of assets and liabilities. In addition, Global Atlantic enters into currency swaps and forwards to manage any foreign exchange rate risks that may arise from investments denominated in foreign currencies.
Global Atlantic attempts to mitigate the risk of loss due to ineffectiveness under these derivative investments through a regular monitoring process which evaluates the program’s effectiveness. Global Atlantic monitors its derivative activities by reviewing portfolio activities and risk levels. Global Atlantic also oversees all derivative transactions to ensure that the types of transactions entered into and the results obtained from those transactions are consistent with both Global Atlantic's risk management strategy and its policies and procedures.
The restricted cash which was held in connection with open derivative transactions with exchange brokers was $181.7 million and $133.0 million as of March 31, 2024 and December 31, 2023, respectively.
Global Atlantic also has embedded derivatives related to reinsurance contracts that are accounted for on a modified coinsurance and funds withheld basis. An embedded derivative exists because the arrangement exposes the reinsurer to third-party credit risk. These embedded derivatives are included in funds withheld receivable and payable at interest in the consolidated statements of financial condition.
Credit Risk
Global Atlantic may be exposed to credit-related losses in the event of nonperformance by its counterparties to derivatives. Generally, the current credit exposure of Global Atlantic’s derivatives is limited to the positive fair value of derivatives less any collateral received from the counterparty.
Global Atlantic manages the credit risk on its derivatives by entering into derivative transactions with highly rated financial institutions and other creditworthy counterparties and, where feasible, by trading through central clearing counterparties. Global Atlantic further manages its credit risk on derivatives via the use of master netting agreements, which require the daily posting of collateral by the party in a liability position. Counterparty credit exposure and collateral values are monitored regularly and
36
Notes to Financial Statements (Continued)
measured against counterparty exposure limits. The provisions of derivative transactions may allow for the termination and settlement of a transaction if there is a downgrade to Global Atlantic’s financial strength ratings below a specified level.
The fair value and notional value of the derivative assets and liabilities were as follows:
| As of March 31, 2024 | Notional Value | Derivative Assets | Derivative Liabilities | ||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||
| Foreign Exchange Contracts and Options | $ | $ | $ | ||||||||||||||
| Other Derivatives | |||||||||||||||||
| Total Asset Management and Strategic Holdings | $ | $ | $ | ||||||||||||||
| Insurance | |||||||||||||||||
| Derivatives designated as hedge accounting instruments: | |||||||||||||||||
| Interest rate contracts | $ | $ | $ | ||||||||||||||
| Foreign currency contracts | |||||||||||||||||
| Total derivatives designated as hedge accounting instruments | $ | $ | $ | ||||||||||||||
| Derivatives not designated as hedge accounting instruments: | |||||||||||||||||
| Interest rate contracts | $ | $ | $ | ||||||||||||||
| Equity market contracts | |||||||||||||||||
| Foreign currency contracts | |||||||||||||||||
| Other contracts | |||||||||||||||||
| Total derivatives not designated as hedge accounting instruments | $ | $ | $ | ||||||||||||||
Impact of netting(2) | — | ( | ( | ||||||||||||||
Total Insurance(1) | $ | $ | $ | ||||||||||||||
| Fair value included within total assets and liabilities | $ | $ | $ | ||||||||||||||
(1)Excludes embedded derivatives. The fair value of these embedded derivatives related to assets was $114.0 million and the fair value of these embedded derivatives related to liabilities was $2.0 billion as of March 31, 2024.
(2)Represents netting of derivative exposures covered by qualifying master netting agreements.
| As of December 31, 2023 | Notional Value | Derivative Assets | Derivative Liabilities | ||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||
| Foreign Exchange Contracts and Options | $ | $ | $ | ||||||||||||||
| Other Derivatives | |||||||||||||||||
| Total Asset Management and Strategic Holdings | $ | $ | $ | ||||||||||||||
| Insurance | |||||||||||||||||
| Derivatives designated as hedge accounting instruments: | |||||||||||||||||
| Interest rate contracts | $ | $ | $ | ||||||||||||||
| Foreign currency contracts | |||||||||||||||||
| Total derivatives designated as hedge accounting instruments | $ | $ | $ | ||||||||||||||
| Derivatives not designated as hedge accounting instruments: | |||||||||||||||||
| Interest rate contracts | $ | $ | $ | ||||||||||||||
| Equity market contracts | |||||||||||||||||
| Foreign currency contracts | |||||||||||||||||
| Other contracts | |||||||||||||||||
| Total derivatives not designated as hedge accounting instruments | $ | $ | $ | ||||||||||||||
Impact of netting(2) | — | ( | ( | ||||||||||||||
Total Insurance(1) | $ | $ | $ | ||||||||||||||
| Fair value included within total assets and liabilities | $ | $ | $ | ||||||||||||||
(1)Excludes embedded derivatives. The fair value of these embedded derivatives related to assets was $88.7 million and the fair value of these embedded derivatives related to liabilities was $1.6 billion as of December 31, 2023.
(2)Represents netting of derivative exposures covered by qualifying master netting agreements.
37
Notes to Financial Statements (Continued)
Derivatives designated as accounting hedges
Where Global Atlantic has derivative instruments that are designated and qualify as accounting hedges, these derivative instruments receive hedge accounting.
Global Atlantic has designated foreign exchange ("FX") derivative contracts, including forwards and swaps, to hedge the foreign currency risk associated with foreign currency-denominated bonds in fair value hedges. These foreign currency-denominated bonds are accounted for as AFS fixed maturity securities. Changes in the fair value of the hedged AFS fixed maturity securities due to changes in spot exchange rates are reclassified from AOCI to earnings, which offsets the earnings impact of the spot changes of the FX derivative contracts, both of which are recognized within investment-related (losses) gains. The effectiveness of these hedges is assessed using the spot method. Changes in the fair value of the FX derivative contracts related to changes in the spot-forward difference are excluded from the assessment of hedge effectiveness and are deferred in AOCI and recognized in earnings using a systematic and rational method over the life of the FX derivative contracts.
Global Atlantic has designated interest rate swaps to hedge the interest rate risk associated with certain debt and policy liabilities. These fair value hedges qualify for the shortcut method of assessing hedge effectiveness.
The following table presents the financial statement classification, carrying amount and cumulative fair value hedging adjustments for qualifying hedged assets and liabilities:
| As of March 31, 2024 | As of December 31, 2023 | ||||||||||||||||||||||
| Carrying amount of hedged assets/(liabilities) | Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged assets/(liabilities)(1) | Carrying amount of hedged assets/(liabilities) | Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged assets/(liabilities)(1) | ||||||||||||||||||||
AFS fixed maturity securities(2) | $ | $ | ( | $ | $ | ||||||||||||||||||
| Debt | ( | ( | ( | ( | |||||||||||||||||||
| Policy liabilities | ( | ( | ( | ( | |||||||||||||||||||
(1)Includes $23.4 million and $27.8 million of hedging adjustments on discontinued hedging relationships as of March 31, 2024 and December 31, 2023, respectively.
(2)Carrying amount is the amortized cost for AFS debt securities.
Global Atlantic has designated bond forwards to hedge the interest rate risk associated with the planned purchase of AFS debt securities in cash flow hedges. These arrangements are hedging purchases through December 2027 and are expected to affect earnings until 2053. Regression analysis is used to assess the effectiveness of these hedges.
As of March 31, 2024 and December 31, 2023, there was a cumulative loss of $(158.2 ) million and $(126.9 ) million, respectively, on the currently designated bond forwards recorded in accumulated other comprehensive loss. Amounts deferred in accumulated other comprehensive loss are reclassified to net investment income following the qualifying purchases of AFS securities, as an adjustment to the yield earned over the life of the purchased securities, using the effective interest method.
Global Atlantic estimates that the amount of gains/losses in accumulated other comprehensive loss to be reclassified into earnings in the next 12 months will not be material.
38
Notes to Financial Statements (Continued)
Derivative results
The following table presents the financial statement classification and amount of gains (losses) recognized on derivative instruments and related hedged items, where applicable:
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||
| Net Gains (Losses) from Investment Activities | Net investment-related gains (losses) | Net investment income | Net policy benefits and claims | Interest expense | Change in AOCI | ||||||||||||||||||||||||||||||
| Derivatives designated as hedge accounting instruments: | |||||||||||||||||||||||||||||||||||
| Fair value hedges | |||||||||||||||||||||||||||||||||||
| Gains (losses) on derivatives designated as hedge instruments: | |||||||||||||||||||||||||||||||||||
| Interest rate contracts | $ | — | $ | — | $ | — | $ | ( | $ | ( | $ | — | |||||||||||||||||||||||
| Foreign currency contracts | — | — | — | ( | |||||||||||||||||||||||||||||||
| Total gains (losses) on derivatives designated as hedge instruments | $ | — | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||
| Gains (losses) on hedged items: | |||||||||||||||||||||||||||||||||||
| Interest rate contracts | $ | — | $ | — | $ | — | $ | $ | $ | — | |||||||||||||||||||||||||
| Foreign currency contracts | — | ( | — | — | — | — | |||||||||||||||||||||||||||||
| Total gains (losses) on hedged items | $ | — | $ | ( | $ | — | $ | $ | $ | — | |||||||||||||||||||||||||
| Amortization for gains (losses) excluded from assessment of effectiveness: | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | — | $ | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||
| Total amortization for gains (losses) excluded from assessment of effectiveness | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Total gains (losses) on fair value hedges, net of hedged items | $ | — | $ | $ | $ | — | $ | — | $ | ( | |||||||||||||||||||||||||
| Cash flow hedges | |||||||||||||||||||||||||||||||||||
| Interest rate contracts | $ | — | $ | $ | ( | $ | — | $ | — | $ | ( | ||||||||||||||||||||||||
| Total gains (losses) on cash flow hedges | $ | — | $ | $ | ( | $ | — | $ | — | $ | ( | ||||||||||||||||||||||||
| Derivatives not designated as hedge accounting instruments: | |||||||||||||||||||||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||||||||||||||||||||
| Foreign Exchange Contracts and Options | $ | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||
| Other Derivatives | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Total included in Net Gains (Losses) from Investment Activities | $ | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||||||||
| Embedded derivatives - funds withheld receivable | $ | — | $ | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||
| Embedded derivatives - funds withheld payable | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Equity index options | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Equity future contracts | — | ( | — | — | — | — | |||||||||||||||||||||||||||||
| Interest rate contracts | — | ( | — | — | — | — | |||||||||||||||||||||||||||||
| Foreign exchange and other derivative contracts | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Total gains (losses) on derivatives not designated as hedge accounting instruments from Insurance Activities | $ | — | $ | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | — | $ | — | $ | ( | ||||||||||||||||||||||||||
39
Notes to Financial Statements (Continued)
| Three Months Ended March 31, 2023 | |||||||||||||||||||||||||||||||||||
| Net Gains (Losses) from Investment Activities | Net investment-related gains (losses) | Net investment income | Net policy benefits and claims | Interest expense | Change in AOCI | ||||||||||||||||||||||||||||||
| Derivatives designated as hedge accounting instruments: | |||||||||||||||||||||||||||||||||||
| Fair value hedges | |||||||||||||||||||||||||||||||||||
| Gains (losses) on derivatives designated as hedge instruments: | |||||||||||||||||||||||||||||||||||
| Interest rate contracts | $ | — | $ | — | $ | — | $ | $ | $ | — | |||||||||||||||||||||||||
| Foreign currency contracts | — | ( | — | — | |||||||||||||||||||||||||||||||
| Total gains (losses) on derivatives designated as hedge instruments | $ | — | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Gains (losses) on hedged items: | |||||||||||||||||||||||||||||||||||
| Interest rate contracts | $ | — | $ | — | $ | — | $ | ( | $ | ( | $ | — | |||||||||||||||||||||||
| Foreign currency contracts | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Total gains (losses) on hedged items | $ | — | $ | $ | — | $ | ( | $ | ( | $ | — | ||||||||||||||||||||||||
| Amortization for gains (losses) excluded from assessment of effectiveness: | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | — | $ | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||
| Total amortization for gains (losses) excluded from assessment of effectiveness | $ | — | $ | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||
| Total gains (losses) on fair value hedges, net of hedged items | $ | — | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||||||
| Cash flow hedges | |||||||||||||||||||||||||||||||||||
| Interest rate contracts | $ | — | $ | ( | $ | $ | — | $ | — | $ | |||||||||||||||||||||||||
| Total gains (losses) on cash flow hedges | $ | — | $ | ( | $ | $ | — | $ | — | $ | |||||||||||||||||||||||||
| Derivatives not designated as hedge accounting instruments: | |||||||||||||||||||||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||||||||||||||||||||
| Foreign Exchange Contracts and Options | $ | ( | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| Other Derivatives | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Total included in Net Gains (Losses) from Investment Activities | $ | ( | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||||||||
| Embedded derivatives - funds withheld receivable | $ | — | $ | ( | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| Embedded derivatives - funds withheld payable | — | ( | — | — | — | — | |||||||||||||||||||||||||||||
| Equity index options | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Equity future contracts | — | ( | — | — | — | — | |||||||||||||||||||||||||||||
| Interest rate and foreign exchange contracts | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Other contracts | — | ( | — | — | — | — | |||||||||||||||||||||||||||||
| Total gains (losses) on derivatives not qualifying as hedge accounting instruments from Insurance Activities | $ | — | $ | ( | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | $ | — | $ | — | $ | |||||||||||||||||||||||||
40
Notes to Financial Statements (Continued)
Collateral
The amount of Global Atlantic's net derivative assets and liabilities after consideration of collateral received or pledged were as follows:
| As of March 31, 2024 | Gross amount recognized | Gross amounts offset in the statements of financial position(1) | Net amounts presented in the statements of financial condition | Collateral (received) / pledged | Net amount after collateral | ||||||||||||||||||||||||
| Derivative assets (excluding embedded derivatives) | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
| Derivative liabilities (excluding embedded derivatives) | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||
(1)Represents netting of derivative exposures covered by qualifying master netting agreements.
| As of December 31, 2023 | Gross amount recognized | Gross amounts offset in the statements of financial position(1) | Net amounts presented in the statements of financial condition | Collateral (received) / pledged | Net amount after collateral | ||||||||||||||||||||||||
| Derivative assets (excluding embedded derivatives) | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
| Derivative liabilities (excluding embedded derivatives) | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||
(1)Represents netting of derivative exposures covered by qualifying master netting agreements.
41
Notes to Financial Statements (Continued)
9. FAIR VALUE MEASUREMENTS
The following tables summarize the valuation of assets and liabilities measured and reported at fair value by the fair value hierarchy. Investments classified as Equity Method - Other, for which the fair value option has not been elected, and Equity Method - Capital Allocation-Based Income have been excluded from the tables below.
Assets, at fair value:
| March 31, 2024 | |||||||||||||||||||||||
| Level I | Level II | Level III | Total | ||||||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||||||||
| Private Equity | $ | $ | $ | $ | |||||||||||||||||||
| Credit | |||||||||||||||||||||||
| Investments of Consolidated CFEs | |||||||||||||||||||||||
| Real Assets | |||||||||||||||||||||||
| Equity Method - Other | |||||||||||||||||||||||
| Other Investments | |||||||||||||||||||||||
| Total Investments | $ | $ | $ | $ | |||||||||||||||||||
| Foreign Exchange Contracts and Options | |||||||||||||||||||||||
| Other Derivatives | |||||||||||||||||||||||
| Total Assets at Fair Value - Asset Management and Strategic Holdings | $ | $ | $ | $ | |||||||||||||||||||
| Insurance | |||||||||||||||||||||||
| AFS fixed maturity securities: | |||||||||||||||||||||||
| U.S. government and agencies | $ | $ | $ | $ | |||||||||||||||||||
| U.S. state, municipal and political subdivisions | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Structured securities | |||||||||||||||||||||||
| Total AFS fixed maturity securities | $ | $ | $ | $ | |||||||||||||||||||
| Trading fixed maturity securities: | |||||||||||||||||||||||
| U.S. government and agencies | $ | $ | $ | $ | |||||||||||||||||||
| U.S. state, municipal and political subdivisions | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Structured securities | |||||||||||||||||||||||
| Total trading fixed maturity securities | $ | $ | $ | $ | |||||||||||||||||||
| Equity securities | |||||||||||||||||||||||
| Mortgage and other loan receivables | |||||||||||||||||||||||
| Other investments | (1) | ||||||||||||||||||||||
| Funds withheld receivable at interest | |||||||||||||||||||||||
| Reinsurance recoverable | |||||||||||||||||||||||
| Derivative assets: | |||||||||||||||||||||||
| Equity market contracts | |||||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||
| Other contracts | |||||||||||||||||||||||
| Foreign currency contracts | |||||||||||||||||||||||
| Impact of netting | ( | ( | (2) | ( | |||||||||||||||||||
| Total derivative assets | $ | $ | $ | $ | |||||||||||||||||||
| Separate account assets | |||||||||||||||||||||||
| Total Assets at Fair Value - Insurance | $ | $ | $ | $ | |||||||||||||||||||
| Total Assets at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
42
Notes to Financial Statements (Continued)
| December 31, 2023 | |||||||||||||||||||||||
| Level I | Level II | Level III | Total | ||||||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||||||||
| Private Equity | $ | $ | $ | $ | |||||||||||||||||||
| Credit | |||||||||||||||||||||||
| Investments of Consolidated CFEs | |||||||||||||||||||||||
| Real Assets | |||||||||||||||||||||||
| Equity Method - Other | |||||||||||||||||||||||
| Other Investments | |||||||||||||||||||||||
| Total Investments | $ | $ | $ | $ | |||||||||||||||||||
| Foreign Exchange Contracts and Options | |||||||||||||||||||||||
| Other Derivatives | |||||||||||||||||||||||
| Total Assets at Fair Value - Asset Management and Strategic Holdings | $ | $ | $ | $ | |||||||||||||||||||
| Insurance | |||||||||||||||||||||||
| AFS fixed maturity securities: | |||||||||||||||||||||||
| U.S. government and agencies | $ | $ | $ | $ | |||||||||||||||||||
| U.S. state, municipal and political subdivisions | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Structured securities | |||||||||||||||||||||||
| Total AFS fixed maturity securities | $ | $ | $ | $ | |||||||||||||||||||
| Trading fixed maturity securities: | |||||||||||||||||||||||
| U.S. government and agencies | $ | $ | $ | $ | |||||||||||||||||||
| U.S. state, municipal and political subdivisions | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Structured securities | |||||||||||||||||||||||
| Total trading fixed maturity securities | $ | $ | $ | $ | |||||||||||||||||||
| Equity securities | |||||||||||||||||||||||
| Mortgage and other loan receivables | |||||||||||||||||||||||
| Other investments | (1) | ||||||||||||||||||||||
| Funds withheld receivable at interest | |||||||||||||||||||||||
| Reinsurance recoverable | |||||||||||||||||||||||
| Derivative assets: | |||||||||||||||||||||||
| Equity market contracts | |||||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||
| Foreign currency contracts | |||||||||||||||||||||||
| Impact of netting | ( | ( | (2) | ( | |||||||||||||||||||
| Total derivative assets | $ | ( | $ | $ | $ | ||||||||||||||||||
| Separate account assets | |||||||||||||||||||||||
| Total Assets at Fair Value - Insurance | $ | $ | $ | $ | |||||||||||||||||||
| Total Assets at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
(1)Other investments excluded from the fair value hierarchy include private equity funds for which fair value is measured at net asset value per share as a practical expedient. As of March 31, 2024 and December 31, 2023, the fair value of these investments was $670.6 million and $138.5 million, respectively. These investments have strategies primarily focused on real assets (including real estate and infrastructure) and are subject to certain restrictions on redemption. As of March 31, 2024, there were $3.1 million of unfunded commitments associated with these investments.
(2)Represents netting of derivative exposures covered by qualifying master netting agreements.
43
Notes to Financial Statements (Continued)
Liabilities, at fair value:
| March 31, 2024 | |||||||||||||||||||||||
| Level I | Level II | Level III | Total | ||||||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||||||||
| Securities Sold Short | $ | $ | $ | $ | |||||||||||||||||||
| Foreign Exchange Contracts and Options | |||||||||||||||||||||||
| Unfunded Revolver Commitments | (1) | ||||||||||||||||||||||
| Other Derivatives | |||||||||||||||||||||||
| Debt Obligations of Consolidated CFEs | |||||||||||||||||||||||
| Total Liabilities at Fair Value - Asset Management and Strategic Holdings | $ | $ | $ | $ | |||||||||||||||||||
| Insurance | |||||||||||||||||||||||
| Policy liabilities (including market risk benefits) | $ | $ | $ | (3) | $ | ||||||||||||||||||
| Closed block policy liabilities | |||||||||||||||||||||||
| Funds withheld payable at interest | ( | ( | |||||||||||||||||||||
| Derivative instruments payable: | |||||||||||||||||||||||
| Equity market contracts | |||||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||
| Foreign currency contracts | |||||||||||||||||||||||
| Other contracts | |||||||||||||||||||||||
| Impact of netting | ( | ( | (2) | ( | |||||||||||||||||||
| Total derivative instruments payable | |||||||||||||||||||||||
Embedded derivative – interest-sensitive life products | |||||||||||||||||||||||
| Embedded derivative – annuity products | |||||||||||||||||||||||
| Total Liabilities at Fair Value - Insurance | $ | $ | $ | $ | |||||||||||||||||||
| Total Liabilities at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
44
Notes to Financial Statements (Continued)
| December 31, 2023 | |||||||||||||||||||||||
| Level I | Level II | Level III | Total | ||||||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||||||||
| Securities Sold Short | $ | $ | $ | $ | |||||||||||||||||||
| Foreign Exchange Contracts and Options | |||||||||||||||||||||||
| Unfunded Revolver Commitments | (1) | ||||||||||||||||||||||
| Other Derivatives | |||||||||||||||||||||||
| Debt Obligations of Consolidated CFEs | |||||||||||||||||||||||
| Total Liabilities at Fair Value - Asset Management and Strategic Holdings | $ | $ | $ | $ | |||||||||||||||||||
| Insurance | |||||||||||||||||||||||
| Policy liabilities (including market risk benefits) | $ | $ | $ | (3) | $ | ||||||||||||||||||
| Closed block policy liabilities | |||||||||||||||||||||||
| Funds withheld payable at interest | ( | ( | |||||||||||||||||||||
| Derivative instruments payable: | |||||||||||||||||||||||
| Equity market contracts | |||||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||
| Foreign currency contracts | |||||||||||||||||||||||
| Other contracts | |||||||||||||||||||||||
| Impact of netting | ( | ( | (2) | ( | |||||||||||||||||||
| Total derivative instruments payable | |||||||||||||||||||||||
Embedded derivative – interest-sensitive life products | |||||||||||||||||||||||
| Embedded derivative – annuity products | |||||||||||||||||||||||
| Total Liabilities at Fair Value - Insurance | $ | $ | $ | $ | |||||||||||||||||||
| Total Liabilities at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
(1)These unfunded revolver commitments are valued using the same valuation methodologies as KKR's Level III credit investments.
(2)Represents netting of derivative exposures covered by qualifying master netting agreements.
(3)Includes market risk benefit of $1.0 billion and $1.1 billion as of March 31, 2024 and December 31, 2023, respectively.
45
Notes to Financial Statements (Continued)
The following tables summarize changes in assets and liabilities measured and reported at fair value for which Level III inputs have been used to determine fair value for the three months ended March 31, 2024 and 2023, respectively.
| Three Months Ended March 31, 2024 | ||||||||||||||||||||||||||||||||
| Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Issuances/Sales/Settlements | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in OCI related to Level III Assets and Liabilities still held as of the Reporting Date | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Asset Management and Strategic Holdings | ||||||||||||||||||||||||||||||||
| Private Equity | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Credit | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Real Assets | ( | ( | ||||||||||||||||||||||||||||||
| Equity Method - Other | ( | ( | ||||||||||||||||||||||||||||||
| Other Investments | ( | ( | ||||||||||||||||||||||||||||||
| Total Assets - Asset Management and Strategic Holdings | $ | $ | $ | $ | ( | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Insurance | ||||||||||||||||||||||||||||||||
| AFS fixed maturity securities: | ||||||||||||||||||||||||||||||||
| Corporate fixed maturity securities | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||
| Structured securities | ||||||||||||||||||||||||||||||||
| Total AFS fixed maturity securities | ( | ( | ( | |||||||||||||||||||||||||||||
| Trading fixed maturity securities: | ||||||||||||||||||||||||||||||||
| Corporate fixed maturity securities | ( | |||||||||||||||||||||||||||||||
| Structured securities | ( | |||||||||||||||||||||||||||||||
| Total trading fixed maturity securities | ( | |||||||||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||||||||
| Mortgage and other loan receivables | ( | ( | ( | |||||||||||||||||||||||||||||
| Other investments | ( | ( | ||||||||||||||||||||||||||||||
| Funds withheld receivable at interest | ||||||||||||||||||||||||||||||||
| Reinsurance recoverable | ( | |||||||||||||||||||||||||||||||
| Total Assets - Insurance | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||
46
Notes to Financial Statements (Continued)
| Three Months Ended March 31, 2023 | ||||||||||||||||||||||||||||||||
| Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Issuances/Sales/Settlements | Change in OCI | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in OCI related to Level III Assets and Liabilities still held as of the Reporting Date | |||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Asset Management and Strategic Holdings | ||||||||||||||||||||||||||||||||
| Private Equity | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||
| Credit | ( | |||||||||||||||||||||||||||||||
| Real Assets | ( | ( | ||||||||||||||||||||||||||||||
| Equity Method - Other | ( | ( | ||||||||||||||||||||||||||||||
| Other Investments | ( | ( | ( | |||||||||||||||||||||||||||||
| Other Derivatives | ( | |||||||||||||||||||||||||||||||
| Total Assets - Asset Management and Strategic Holdings | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||
| Insurance | ||||||||||||||||||||||||||||||||
| AFS fixed maturity securities: | ||||||||||||||||||||||||||||||||
| Corporate fixed maturity securities | $ | $ | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Structured securities | ( | ( | ||||||||||||||||||||||||||||||
| Total AFS fixed maturity securities | ( | |||||||||||||||||||||||||||||||
| Trading fixed maturity securities: | ||||||||||||||||||||||||||||||||
| Corporate fixed maturity securities | ( | ( | ( | |||||||||||||||||||||||||||||
| Structured securities | ( | |||||||||||||||||||||||||||||||
| Total trading fixed maturity securities | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Equity securities | ( | ( | ||||||||||||||||||||||||||||||
| Mortgage and other loan receivables | ( | ( | ( | |||||||||||||||||||||||||||||
| Other investments | ||||||||||||||||||||||||||||||||
| Funds withheld receivable at interest | ( | ( | ||||||||||||||||||||||||||||||
| Reinsurance recoverable | ( | |||||||||||||||||||||||||||||||
| Total Assets - Insurance | $ | $ | $ | $ | ( | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||
47
Notes to Financial Statements (Continued)
| Three Months Ended March 31, 2024 | |||||||||||||||||
| Purchases | Issuances | Sales | Settlements | Net Purchases/ Issuances/ Sales/ Settlements | |||||||||||||
| Assets | |||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||
| Private Equity | $ | $ | $ | ( | $ | $ | |||||||||||
| Credit | ( | ( | ( | ||||||||||||||
| Real Assets | ( | ||||||||||||||||
| Equity Method - Other | ( | ||||||||||||||||
| Other Investments | ( | ( | ( | ||||||||||||||
| Total Assets - Asset Management and Strategic Holdings | $ | $ | $ | ( | $ | ( | $ | ||||||||||
| Insurance | |||||||||||||||||
| AFS fixed maturity securities: | |||||||||||||||||
| Corporate fixed maturity securities | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||
| Structured securities | ( | ( | |||||||||||||||
| Total AFS fixed maturity securities | ( | ( | ( | ||||||||||||||
| Trading fixed maturity securities: | |||||||||||||||||
| Corporate fixed maturity securities | ( | ( | ( | ||||||||||||||
| Structured securities | ( | ( | ( | ||||||||||||||
| Total trading fixed maturity securities | ( | ( | ( | ||||||||||||||
| Mortgage and other loan receivables | ( | ( | |||||||||||||||
| Other investments | ( | ||||||||||||||||
| Reinsurance recoverable | ( | ( | |||||||||||||||
| Total Assets - Insurance | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||
| Total | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||
| Three Months Ended March 31, 2023 | |||||||||||||||||
| Purchases | Issuances | Sales | Settlements | Net Purchases/ Issuances/ Sales/ Settlements | |||||||||||||
| Assets | |||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||
| Private Equity | $ | $ | $ | ( | $ | $ | |||||||||||
| Credit | ( | ( | |||||||||||||||
| Real Assets | ( | ( | |||||||||||||||
| Equity Method - Other | ( | ||||||||||||||||
| Other Investments | ( | ( | |||||||||||||||
| Other Derivatives | |||||||||||||||||
| Total Assets - Asset Management and Strategic Holdings | $ | $ | $ | ( | $ | ( | $ | ||||||||||
| Insurance | |||||||||||||||||
| AFS fixed maturity securities: | |||||||||||||||||
| Corporate fixed maturity securities | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||
| Structured securities | ( | ||||||||||||||||
| Total AFS fixed maturity securities | ( | ( | |||||||||||||||
| Trading fixed maturity securities: | |||||||||||||||||
| Corporate fixed maturity securities | ( | ( | ( | ||||||||||||||
| Structured securities | ( | ( | |||||||||||||||
| Total trading fixed maturity securities | ( | ( | ( | ||||||||||||||
| Mortgage and other loan receivables | ( | ( | ( | ||||||||||||||
| Other investments | ( | ||||||||||||||||
| Reinsurance recoverable | ( | ( | |||||||||||||||
| Total Assets - Insurance | $ | $ | $ | ( | $ | ( | $ | ||||||||||
| Total | $ | $ | $ | ( | $ | ( | $ | ||||||||||
48
Notes to Financial Statements (Continued)
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||
| Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Sales/Settlements/Issuances | Balance, End of Period | ||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||||||||||||||
| Unfunded Revolver Commitments | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total Liabilities - Asset Management and Strategic Holdings | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||
| Policy liabilities | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||
| Closed block policy liabilities | ( | ( | |||||||||||||||||||||||||||
| Funds withheld payable at interest | ( | ( | ( | ||||||||||||||||||||||||||
Embedded derivative – interest-sensitive life products | ( | ||||||||||||||||||||||||||||
| Embedded derivative – annuity products | |||||||||||||||||||||||||||||
| Total Liabilities - Insurance | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
49
Notes to Financial Statements (Continued)
| Three Months Ended March 31, 2023 | |||||||||||||||||||||||||||||
| Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Sales/Settlements/Issuances | Balance, End of Period | ||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||||||||||||||
| Unfunded Revolver Commitments | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||
| Total Liabilities - Asset Management and Strategic Holdings | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||
| Policy liabilities | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||
| Closed block policy liabilities | ( | ( | |||||||||||||||||||||||||||
| Funds withheld payable at interest | ( | ( | |||||||||||||||||||||||||||
Embedded derivative – interest-sensitive life products | ( | ||||||||||||||||||||||||||||
| Embedded derivative – annuity products | |||||||||||||||||||||||||||||
| Total Liabilities - Insurance | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||||
50
Notes to Financial Statements (Continued)
| Three Months Ended March 31, 2024 | ||||||||||||||
| Issuances | Sales | Settlements | Net Issuances/Settlements | |||||||||||
| Liabilities | ||||||||||||||
| Asset Management and Strategic Holdings | ||||||||||||||
| Unfunded Revolver Commitments | $ | $ | $ | $ | ||||||||||
| Total Liabilities - Asset Management and Strategic Holdings | $ | $ | $ | $ | ||||||||||
| Insurance | ||||||||||||||
| Policy liabilities | $ | $ | $ | ( | $ | ( | ||||||||
| Closed block policy liabilities | ( | ( | ||||||||||||
Embedded derivative – interest-sensitive life products | ( | ( | ||||||||||||
| Embedded derivative – annuity products | ( | |||||||||||||
| Total Liabilities - Insurance | $ | $ | $ | ( | $ | |||||||||
| Total | $ | $ | $ | ( | $ | |||||||||
| Three Months Ended March 31, 2023 | ||||||||||||||
| Issuances | Sales | Settlements | Net Issuances/Settlements | |||||||||||
| Liabilities | ||||||||||||||
| Asset Management and Strategic Holdings | ||||||||||||||
| Unfunded Revolver Commitments | $ | $ | $ | $ | ||||||||||
| Total Liabilities - Asset Management and Strategic Holdings | $ | $ | $ | $ | ||||||||||
| Insurance | ||||||||||||||
| Policy liabilities | $ | ( | $ | $ | ( | $ | ( | |||||||
| Closed block policy liabilities | ( | ( | ||||||||||||
Embedded derivative – interest-sensitive life products | ( | ( | ||||||||||||
| Embedded derivative – annuity products | ( | |||||||||||||
| Total Liabilities - Insurance | $ | $ | $ | ( | $ | |||||||||
| Total | $ | $ | $ | ( | $ | |||||||||
Total realized and unrealized gains and losses recorded for Asset Management and Strategic Holdings - Level III assets and liabilities are reported in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations while Insurance - Level III assets and liabilities are reported in Net Investment Gains and Policy Benefits and Claims in the accompanying consolidated statements of operations.
The following table presents additional information about valuation methodologies and significant unobservable inputs used for financial assets and liabilities that are measured and reported at fair value and categorized within Level III as of March 31, 2024. Because input information includes only those items for which information is reasonably available, balances shown below may not equal total amounts reported for such Level III assets and liabilities:
| Level III Assets | Fair Value March 31, 2024 | Valuation Methodologies & Inputs | Unobservable Input(s) (1) | Weighted Average (2) | Range | Impact to Valuation from an Increase in Input (3) | ||||||||||||||||||||||||||||||||
| ASSET MANAGEMENT AND STRATEGIC HOLDINGS | ||||||||||||||||||||||||||||||||||||||
| Private Equity | $ | |||||||||||||||||||||||||||||||||||||
| Private Equity | $ | Inputs to market comparables, discounted cash flow and transaction price | Illiquidity Discount | Decrease | ||||||||||||||||||||||||||||||||||
| Weight Ascribed to Market Comparables | (4) | |||||||||||||||||||||||||||||||||||||
| Weight Ascribed to Discounted Cash Flow | (5) | |||||||||||||||||||||||||||||||||||||
| Weight Ascribed to Transaction Price | (6) | |||||||||||||||||||||||||||||||||||||
| Market comparables | Enterprise Value/LTM EBITDA Multiple | Increase | ||||||||||||||||||||||||||||||||||||
| Enterprise Value/Forward EBITDA Multiple | Increase | |||||||||||||||||||||||||||||||||||||
| Discounted cash flow | Weighted Average Cost of Capital | Decrease | ||||||||||||||||||||||||||||||||||||
| Enterprise Value/EBITDA Exit Multiple | Increase | |||||||||||||||||||||||||||||||||||||
51
Notes to Financial Statements (Continued)
| Level III Assets | Fair Value March 31, 2024 | Valuation Methodologies & Inputs | Unobservable Input(s) (1) | Weighted Average (2) | Range | Impact to Valuation from an Increase in Input (3) | ||||||||||||||||||||||||||||||||
| Growth Equity | $ | Inputs to market comparables, discounted cash flow and milestones | Illiquidity Discount | Decrease | ||||||||||||||||||||||||||||||||||
| Weight Ascribed to Market Comparables | (4) | |||||||||||||||||||||||||||||||||||||
| Weight Ascribed to Discounted Cash Flow | (5) | |||||||||||||||||||||||||||||||||||||
| Weight Ascribed to Transaction Price | (6) | |||||||||||||||||||||||||||||||||||||
| Weight Ascribed to Milestones | (6) | |||||||||||||||||||||||||||||||||||||
| Scenario Weighting | Base | Increase | ||||||||||||||||||||||||||||||||||||
| Downside | Decrease | |||||||||||||||||||||||||||||||||||||
| Upside | Increase | |||||||||||||||||||||||||||||||||||||
| Market Comparables | Enterprise Value/Revenues Multiple | Increase | ||||||||||||||||||||||||||||||||||||
| Credit | $ | Yield Analysis | Yield | Decrease | ||||||||||||||||||||||||||||||||||
| Net Leverage | Decrease | |||||||||||||||||||||||||||||||||||||
| EBITDA Multiple | Increase | |||||||||||||||||||||||||||||||||||||
| Real Assets | $ | |||||||||||||||||||||||||||||||||||||
| Energy | $ | Inputs to market comparables, discounted cash flow and transaction price | Weight Ascribed to Market Comparables | (4) | ||||||||||||||||||||||||||||||||||
| Weight Ascribed to Discounted Cash Flow | (5) | |||||||||||||||||||||||||||||||||||||
| Market comparables | Enterprise Value/LTM EBITDA Multiple | Increase | ||||||||||||||||||||||||||||||||||||
| Enterprise Value/Forward EBITDA Multiple | Increase | |||||||||||||||||||||||||||||||||||||
| Discounted cash flow | Weighted Average Cost of Capital | Decrease | ||||||||||||||||||||||||||||||||||||
| Average Price Per BOE (8) | $ | $ | Increase | |||||||||||||||||||||||||||||||||||
| Infrastructure | $ | Inputs to market comparables, discounted cash flow and transaction price | Illiquidity Discount | Decrease | ||||||||||||||||||||||||||||||||||
| Weight Ascribed to Market Comparables | (4) | |||||||||||||||||||||||||||||||||||||
| Weight Ascribed to Discounted Cash Flow | (5) | |||||||||||||||||||||||||||||||||||||
| Weight Ascribed to Transaction Price | (6) | |||||||||||||||||||||||||||||||||||||
| Market comparables | Enterprise Value/LTM EBITDA Multiple | Increase | ||||||||||||||||||||||||||||||||||||
| Enterprise Value/Forward EBITDA Multiple | Increase | |||||||||||||||||||||||||||||||||||||
| Discounted cash flow | Weighted Average Cost of Capital | Decrease | ||||||||||||||||||||||||||||||||||||
| Enterprise Value/EBITDA Exit Multiple | Increase | |||||||||||||||||||||||||||||||||||||
| Real Estate | $ | Inputs to direct income capitalization, discounted cash flow and transaction price | Weight Ascribed to Direct Income Capitalization | (7) | ||||||||||||||||||||||||||||||||||
| Weight Ascribed to Discounted Cash Flow | (5) | |||||||||||||||||||||||||||||||||||||
| Weight Ascribed to Transaction Price | (6) | |||||||||||||||||||||||||||||||||||||
| Direct income capitalization | Current Capitalization Rate | Decrease | ||||||||||||||||||||||||||||||||||||
| Discounted cash flow | Exit Capitalization Rate | Decrease | ||||||||||||||||||||||||||||||||||||
| Unlevered Discount Rate | Decrease | |||||||||||||||||||||||||||||||||||||
| Equity Method - Other | $ | Inputs to market comparables, discounted cash flow and transaction price | Illiquidity Discount | Decrease | ||||||||||||||||||||||||||||||||||
| Weight Ascribed to Market Comparables | (4) | |||||||||||||||||||||||||||||||||||||
| Weight Ascribed to Discounted Cash Flow | (5) | |||||||||||||||||||||||||||||||||||||
| Weight Ascribed to Transaction Price | (6) | |||||||||||||||||||||||||||||||||||||
| Market comparables | Enterprise Value/LTM EBITDA Multiple | Increase | ||||||||||||||||||||||||||||||||||||
| Enterprise Value/Forward EBITDA Multiple | Increase | |||||||||||||||||||||||||||||||||||||
| Discounted cash flow | Weighted Average Cost of Capital | Decrease | ||||||||||||||||||||||||||||||||||||
| Enterprise Value/EBITDA Exit Multiple | Increase | |||||||||||||||||||||||||||||||||||||
| Other Investments | $ | (9) | Inputs to market comparables, discounted cash flow and transaction price | Illiquidity Discount | Decrease | |||||||||||||||||||||||||||||||||
| Weight Ascribed to Market Comparables | (4) | |||||||||||||||||||||||||||||||||||||
| Weight Ascribed to Discounted Cash Flow | (5) | |||||||||||||||||||||||||||||||||||||
| Weight Ascribed to Transaction Price | (6) | |||||||||||||||||||||||||||||||||||||
| Market comparables | Enterprise Value/LTM EBITDA Multiple | Increase | ||||||||||||||||||||||||||||||||||||
| Enterprise Value/Forward EBITDA Multiple | Increase | |||||||||||||||||||||||||||||||||||||
| Discounted cash flow | Weighted Average Cost of Capital | Decrease | ||||||||||||||||||||||||||||||||||||
| Enterprise Value/EBITDA Exit Multiple | Increase | |||||||||||||||||||||||||||||||||||||
52
Notes to Financial Statements (Continued)
| Level III Assets | Fair Value March 31, 2024 | Valuation Methodologies & Inputs | Unobservable Input(s) (1) | Weighted Average (2) | Range | Impact to Valuation from an Increase in Input (3) | ||||||||||||||||||||||||||||||||
INSURANCE(10) | ||||||||||||||||||||||||||||||||||||||
| Corporate fixed maturity securities | $ | Discounted cash flow | Discount Spread | Decrease | ||||||||||||||||||||||||||||||||||
| Structured securities | $ | Discounted cash flow | Discount Spread | Decrease | ||||||||||||||||||||||||||||||||||
| Constant Prepayment Rate | Increase/Decrease | |||||||||||||||||||||||||||||||||||||
| Constant Default Rate | Decrease | |||||||||||||||||||||||||||||||||||||
| Loss Severity | Decrease | |||||||||||||||||||||||||||||||||||||
| Other investments | $ | Discounted cash flow | Vacancy rate | Decrease | ||||||||||||||||||||||||||||||||||
| Discount rate | Decrease | |||||||||||||||||||||||||||||||||||||
| Terminal capitalization rate | Decrease | |||||||||||||||||||||||||||||||||||||
| Reinsurance recoverable | $ | Present value of expenses paid from the open block plus the cost of capital held in support of the liabilities. | Expense assumption | $ | The average expense assumption is between $ | Increase | ||||||||||||||||||||||||||||||||
| Unobservable inputs are a market participant’s view of the expenses, a risk margin on the uncertainty of the level of expenses and a cost of capital on the capital held in support of the liabilities. | Expense risk margin | Decrease | ||||||||||||||||||||||||||||||||||||
| Cost of capital | Increase | |||||||||||||||||||||||||||||||||||||
| Discounted cash flow | Mortality Rate | Increase | ||||||||||||||||||||||||||||||||||||
| Surrender Rate | Increase | |||||||||||||||||||||||||||||||||||||
(1)In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. KKR has determined that market participants would take these inputs into account when valuing the investments and debt obligations. "LTM" means last twelve months, and "EBITDA" means earnings before interest, taxes, depreciation and amortization.
(2)Inputs were weighted based on the fair value of the investments included in the range.
(3)Unless otherwise noted, this column represents the directional change in the fair value of the Level III investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.
(4)The directional change from an increase in the weight ascribed to the market comparables approach would increase the fair value of the Level III investments if the market comparables approach results in a higher valuation than the discounted cash flow approach and transaction price. The opposite would be true if the market comparables approach results in a lower valuation than the discounted cash flow approach and transaction price.
(5)The directional change from an increase in the weight ascribed to the discounted cash flow approach would increase the fair value of the Level III investments if the discounted cash flow approach results in a higher valuation than the market comparables approach, transaction price and direct income capitalization approach. The opposite would be true if the discounted cash flow approach results in a lower valuation than the market comparables approach, transaction price and direct income capitalization approach.
(6)The directional change from an increase in the weight ascribed to the transaction price or milestones would increase the fair value of the Level III investments if the transaction price or milestones results in a higher valuation than the market comparables and discounted cash flow approach. The opposite would be true if the transaction price or milestones results in a lower valuation than the market comparables approach and discounted cash flow approach.
(7)The directional change from an increase in the weight ascribed to the direct income capitalization approach would increase the fair value of the Level III investments if the direct income capitalization approach results in a higher valuation than the discounted cash flow approach. The opposite would be true if the direct income capitalization approach results in a lower valuation than the discounted cash flow approach.
53
Notes to Financial Statements (Continued)
(8)The total energy fair value amount includes multiple investments (in multiple locations throughout North America) that are held in different investment funds and produce varying quantities of oil, condensate, natural gas liquids, and natural gas. Commodity price may be measured using a common volumetric equivalent where one barrel of oil equivalent ("BOE") is determined using the ratio of six thousand cubic feet of natural gas to one barrel of oil, condensate or natural gas liquids. The price per BOE is provided to show the aggregate of all price inputs for the various investments over a common volumetric equivalent although the valuations for specific investments may use price inputs specific to the asset for purposes of our valuations. The discounted cash flows include forecasted production of liquids (oil, condensate, and natural gas liquids) and natural gas with a forecasted revenue ratio of approximately 88 % liquids and 12 % natural gas.
(9)Consists primarily of investments in common stock, preferred stock, warrants and options of companies that are not private equity, real assets, credit, equity method - other or investments of consolidated CFEs.
(10)The funds withheld receivable at interest has been excluded from the above table. As discussed in Note 12 – Reinsurance, the funds withheld receivable at interest is created through funds withheld contracts. The assets supporting these receivables were held in trusts for the benefit of Global Atlantic. Accordingly, the unobservable inputs utilized in the valuation of the embedded derivative are a component of the invested assets supporting the funds withheld reinsurance agreements.
| Level III Liabilities | Fair Value March 31, 2024 | Valuation Methodologies | Unobservable Input(s) (1) | Weighted Average (2) | Range | Impact to Valuation from an Increase in Input (3) | ||||||||||||||||||||||||||||||||
| ASSET MANAGEMENT AND STRATEGIC HOLDINGS | ||||||||||||||||||||||||||||||||||||||
| Unfunded Revolver Commitments | $ | Yield Analysis | Yield | Decrease | ||||||||||||||||||||||||||||||||||
INSURANCE(4) | ||||||||||||||||||||||||||||||||||||||
Policy liabilities | $ | Policy liabilities under fair value option: | ||||||||||||||||||||||||||||||||||||
| Present value of best estimate liability cash flows. Unobservable inputs include a market participant view of the risk margin included in the discount rate which reflects the variability of the cash flows. | Risk Margin Rate | Decrease | ||||||||||||||||||||||||||||||||||||
| Policyholder behavior is also a significant unobservable input, including lapse, surrender and mortality. | Surrender Rate | Decrease | ||||||||||||||||||||||||||||||||||||
| Mortality Rate | Increase | |||||||||||||||||||||||||||||||||||||
| Market risk benefit: | ||||||||||||||||||||||||||||||||||||||
| Fair value using a non-option and option valuation approach | Instrument-specific credit risk (10 and 30 year) | Decrease | ||||||||||||||||||||||||||||||||||||
| Policyholder behavior is also a significant unobservable input, including lapse, surrender, and mortality. | Mortality Rate | Increase | ||||||||||||||||||||||||||||||||||||
| Surrender Rate | Increase | |||||||||||||||||||||||||||||||||||||
54
Notes to Financial Statements (Continued)
| Level III Liabilities | Fair Value March 31, 2024 | Valuation Methodologies | Unobservable Input(s) (1) | Weighted Average (2) | Range | Impact to Valuation from an Increase in Input (3) | ||||||||||||||||||||||||||||||||
| Closed block policy liabilities | $ | Present value of expenses paid from the open block plus the cost of capital held in support of the liabilities. | Expense assumption | $ | The average expense assumption is between $ | Increase | ||||||||||||||||||||||||||||||||
| Instrument-specific credit risk | Decrease | |||||||||||||||||||||||||||||||||||||
| Unobservable inputs are a market participant’s view of the expenses, a risk margin on the uncertainty of the level of expenses and a cost of capital on the capital held in support of the liabilities. | Expense Risk Margin | Decrease | ||||||||||||||||||||||||||||||||||||
| Cost of Capital | Increase | |||||||||||||||||||||||||||||||||||||
| Discounted cash flow | Mortality Rate | Increase | ||||||||||||||||||||||||||||||||||||
| Surrender Rate | Increase | |||||||||||||||||||||||||||||||||||||
Embedded derivative – interest-sensitive life products | $ | Policy persistency is a significant unobservable input. | Lapse Rate | Decrease | ||||||||||||||||||||||||||||||||||
| Mortality Rate | Decrease | |||||||||||||||||||||||||||||||||||||
| Future costs for options used to hedge the contract obligations | Option Budget Assumption | Increase | ||||||||||||||||||||||||||||||||||||
| Instrument-specific credit risk | Decrease | |||||||||||||||||||||||||||||||||||||
| Embedded derivative – annuity products | $ | Policyholder behavior is a significant unobservable input, including utilization and lapse. | Utilization: | |||||||||||||||||||||||||||||||||||
| Fixed-indexed annuity | Decrease | |||||||||||||||||||||||||||||||||||||
| Surrender Rate: | ||||||||||||||||||||||||||||||||||||||
| Retail FIA | Decrease | |||||||||||||||||||||||||||||||||||||
| Institutional FIA | Decrease | |||||||||||||||||||||||||||||||||||||
| Mortality Rate: | ||||||||||||||||||||||||||||||||||||||
| Retail FIA | Decrease | |||||||||||||||||||||||||||||||||||||
| Institutional FIA | Decrease | |||||||||||||||||||||||||||||||||||||
| Future costs for options used to hedge the contract obligations | Option Budget Assumption: | |||||||||||||||||||||||||||||||||||||
| Retail FIA | Increase | |||||||||||||||||||||||||||||||||||||
| Institutional FIA | Increase | |||||||||||||||||||||||||||||||||||||
| Instrument-specific credit risk | Decrease | |||||||||||||||||||||||||||||||||||||
(1)In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. KKR has determined that market participants would likely take these inputs into account when valuing the investments and debt obligations. "LTM" means last twelve months, and "EBITDA" means earnings before interest, taxes, depreciation and amortization.
(2)Inputs were weighted based on the fair value of the investments included in the range.
(3)Unless otherwise noted, this column represents the directional change in the fair value of the Level III investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.
(4)The fair value of the embedded derivative component of the funds withheld payable at interest has been excluded from the above table. The investments supporting the funds withheld payable at interest balance are held in a trust by Global Atlantic. Accordingly, the unobservable inputs utilized in the valuation of the embedded derivative are a component of the investments supporting the reinsurance cession agreements.
In the table above, certain private equity investments may be valued at cost for a period of time after an acquisition as the best indicator of fair value. In addition, certain valuations of private equity investments may be entirely or partially derived by reference to observable valuation measures for a pending or consummated transaction.
55
Notes to Financial Statements (Continued)
The various unobservable inputs used to determine the Level III valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements as noted in the table above.
Financial Instruments Not Carried At Fair Value
Asset management and strategic holdings financial instruments are primarily measured at fair value on a recurring basis, except as disclosed in Note 16 "Debt Obligations."
The following tables present carrying amounts and fair values of Global Atlantic’s financial instruments which are not carried at fair value as of March 31, 2024 and December 31, 2023:
| Fair Value Hierarchy | |||||||||||||||||||||||||||||
| As of March 31, 2024 | Carrying Value | Level I | Level II | Level III | Fair Value | ||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||
| Financial assets: | |||||||||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||
| Mortgage and other loan receivables | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Policy loans | |||||||||||||||||||||||||||||
| FHLB common stock and other investments | |||||||||||||||||||||||||||||
| Funds withheld receivables at interest | |||||||||||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||||||||
| Restricted cash and cash equivalents | |||||||||||||||||||||||||||||
| Total financial assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Financial liabilities: | |||||||||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||
| Policy liabilities – policyholder account balances | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Funds withheld payables at interest | |||||||||||||||||||||||||||||
| Debt obligations | |||||||||||||||||||||||||||||
| Securities sold under agreements to repurchase | |||||||||||||||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
56
Notes to Financial Statements (Continued)
| Fair Value Hierarchy | |||||||||||||||||||||||||||||
| As of December 31, 2023 | Carrying Value | Level I | Level II | Level III | Fair Value | ||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||
| Financial assets: | |||||||||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||
| Mortgage and other loan receivables | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Policy loans | |||||||||||||||||||||||||||||
| FHLB common stock and other investments | |||||||||||||||||||||||||||||
| Funds withheld receivables at interest | |||||||||||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||||||||
| Restricted cash and cash equivalents | |||||||||||||||||||||||||||||
| Total financial assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Financial liabilities: | |||||||||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||
| Policy liabilities – policyholder account balances | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Funds withheld payables at interest | |||||||||||||||||||||||||||||
| Debt obligations | |||||||||||||||||||||||||||||
| Securities sold under agreements to repurchase | |||||||||||||||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
57
Notes to Financial Statements (Continued)
10. FAIR VALUE OPTION
The following table summarizes the financial instruments for which the fair value option has been elected:
| March 31, 2024 | December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Asset Management and Strategic Holdings | |||||||||||
| Credit | $ | $ | |||||||||
| Investments of Consolidated CFEs | |||||||||||
| Real Assets | |||||||||||
| Equity Method - Other | |||||||||||
| Other Investments | |||||||||||
| Total Asset Management and Strategic Holdings | $ | $ | |||||||||
| Insurance | |||||||||||
| Mortgage and other loan receivables | $ | $ | |||||||||
| Other investments | |||||||||||
| Reinsurance recoverable | |||||||||||
| Total Insurance | $ | $ | |||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Asset Management and Strategic Holdings | |||||||||||
| Debt Obligations of Consolidated CFEs | $ | $ | |||||||||
| Total Asset Management and Strategic Holdings | $ | $ | |||||||||
| Insurance | |||||||||||
| Policy liabilities | $ | $ | |||||||||
| Total Insurance | $ | $ | |||||||||
| Total Liabilities | $ | $ | |||||||||
58
Notes to Financial Statements (Continued)
The following table presents the net realized and unrealized gains (losses) on financial instruments for which the fair value option was elected:
| Three Months Ended March 31, 2024 | |||||||||||||||||
| Net Realized Gains (Losses) | Net Unrealized Gains (Losses) | Total | |||||||||||||||
| Assets | |||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||
| Credit | $ | ( | $ | $ | |||||||||||||
| Investments of Consolidated CFEs | |||||||||||||||||
| Real Assets | ( | ( | |||||||||||||||
| Equity Method - Other | ( | ( | |||||||||||||||
| Other Investments | ( | ( | |||||||||||||||
| Total Asset Management and Strategic Holdings | $ | $ | $ | ||||||||||||||
| Insurance | |||||||||||||||||
| Mortgage and other loan receivables | $ | $ | ( | $ | ( | ||||||||||||
| Other investments | ( | ( | |||||||||||||||
| Total Insurance | $ | $ | ( | $ | ( | ||||||||||||
| Total Assets | $ | $ | ( | $ | |||||||||||||
| Liabilities | |||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||
| Debt Obligations of Consolidated CFEs | $ | ( | $ | ( | $ | ( | |||||||||||
| Total Asset Management and Strategic Holdings | $ | ( | $ | ( | $ | ( | |||||||||||
| Insurance | |||||||||||||||||
| Policy liabilities | $ | $ | $ | ||||||||||||||
| Total Insurance | $ | $ | $ | ||||||||||||||
| Total Liabilities | $ | ( | $ | ( | $ | ( | |||||||||||
| Three Months Ended March 31, 2023 | |||||||||||||||||
| Net Realized Gains (Losses) | Net Unrealized Gains (Losses) | Total | |||||||||||||||
| Assets | |||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||
| Credit | $ | ( | $ | ( | $ | ( | |||||||||||
| Investments of Consolidated CFEs | ( | ||||||||||||||||
| Real Assets | ( | ( | |||||||||||||||
| Equity Method - Other | ( | ( | |||||||||||||||
| Other Investments | |||||||||||||||||
| Total Asset Management and Strategic Holdings | $ | $ | $ | ||||||||||||||
| Insurance | |||||||||||||||||
| Mortgage and other loan receivables | $ | $ | ( | $ | ( | ||||||||||||
| Other investments | ( | ( | |||||||||||||||
| Total Insurance | $ | $ | ( | $ | ( | ||||||||||||
| Total Assets | $ | $ | $ | ||||||||||||||
| Liabilities | |||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||
| Debt Obligations of Consolidated CFEs | $ | $ | ( | $ | ( | ||||||||||||
| Total Asset Management and Strategic Holdings | $ | $ | ( | $ | ( | ||||||||||||
| Insurance | |||||||||||||||||
| Policy liabilities | $ | $ | $ | ||||||||||||||
| Total Insurance | $ | $ | $ | ||||||||||||||
| Total Liabilities | $ | $ | ( | $ | ( | ||||||||||||
59
Notes to Financial Statements (Continued)
11. INSURANCE INTANGIBLES, UNEARNED REVENUE RESERVES AND UNEARNED FRONT-END LOADS
The following reflects the reconciliation of the components of insurance intangibles to the total balance reported in the consolidated statements of financial condition as of March 31, 2024 and December 31, 2023:
| March 31, | December 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Deferred acquisition costs | $ | $ | |||||||||
| Value of business acquired | |||||||||||
| Cost-of-reinsurance intangibles | |||||||||||
| Total insurance intangibles | $ | $ | |||||||||
Deferred acquisition costs
The following tables reflect the deferred acquisition costs roll-forward by product category for the three months ended March 31, 2024 and 2023:
| Three months ended March 31, 2024 | |||||||||||||||||||||||||||||
| Fixed rate annuities | Fixed indexed annuities | Interest sensitive life | Other | Total | |||||||||||||||||||||||||
| Balance, as of the beginning of the period | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capitalizations | |||||||||||||||||||||||||||||
| Amortization expense | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Balance, as of the end of the period | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Three months ended March 31, 2023 | |||||||||||||||||||||||||||||
| Fixed rate annuities | Fixed indexed annuities | Interest sensitive life | Other | Total | |||||||||||||||||||||||||
| Balance, as of the beginning of the period | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capitalizations | |||||||||||||||||||||||||||||
| Amortization expense | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Balance, as of the end of the period | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Value of business acquired
The following tables reflect the value of business acquired, or “VOBA” asset roll-forward by product category for the three months ended March 31, 2024 and 2023:
| Three months ended March 31, 2024 | |||||||||||||||||||||||||||||||||||
| Fixed rate annuities | Fixed indexed annuities | Interest sensitive life | Variable annuities | Other | Total | ||||||||||||||||||||||||||||||
| Balance, as of the beginning of the period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Amortization expense | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance, as of the end of the period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Three months ended March 31, 2023 | |||||||||||||||||||||||||||||||||||
| Fixed rate annuities | Fixed indexed annuities | Interest sensitive life | Variable annuities | Other | Total | ||||||||||||||||||||||||||||||
| Balance, as of the beginning of the period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Amortization expense | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance, as of the end of the period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
60
Notes to Financial Statements (Continued)
The following tables reflect the negative value of business acquired, or “negative VOBA” liability roll-forward by product category for the three months ended March 31, 2024 and 2023:
| Three months ended March 31, 2024 | |||||||||||||||||||||||||||||||||||
| Fixed rate annuities | Fixed indexed annuities | Interest sensitive life | Variable annuities | Other | Total | ||||||||||||||||||||||||||||||
| Balance, as of the beginning of the period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Amortization expense | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance, as of the end of the period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Three months ended March 31, 2023 | |||||||||||||||||||||||||||||||||||
| Fixed rate annuities | Fixed indexed annuities | Interest sensitive life | Variable annuities | Other | Total | ||||||||||||||||||||||||||||||
| Balance, as of the beginning of the period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Amortization expense | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance, as of the end of the period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Unearned revenue reserves and unearned front-end loads
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Preneed | |||||||||||
Balance, as of the beginning of the period | $ | $ | |||||||||
| Deferral | |||||||||||
| Amortized to income during the year | ( | ( | |||||||||
| Balance, as of the end of the period | $ | $ | |||||||||
61
Notes to Financial Statements (Continued)
12. REINSURANCE
Global Atlantic maintains a number of reinsurance treaties with third parties whereby Global Atlantic assumes annuity and life policies on a coinsurance, modified coinsurance or funds withheld basis. Global Atlantic also maintains other reinsurance treaties including the cession of certain annuity, life and health policies.
The effects of all reinsurance agreements on the consolidated statements of financial condition were as follows:
| March 31, 2024 | December 31, 2023 | ||||||||||
| Policy liabilities: | |||||||||||
| Direct | $ | $ | |||||||||
| Assumed | |||||||||||
| Total policy liabilities | |||||||||||
Ceded(1) | ( | ( | |||||||||
| Net policy liabilities | $ | $ | |||||||||
(1)Reported within reinsurance recoverable within the consolidated statements of financial condition.
A key credit quality indicator is a counterparty’s AM Best financial strength rating. A.M. Best ratings are an independent opinion of a reinsurer’s ability to meet ongoing obligations to policyholders. Global Atlantic mitigates counterparty credit risk by requiring collateral and credit enhancements in various forms including engaging in funds withheld at interest and modified coinsurance transactions. The following shows the amortized cost basis of Global Atlantic’s reinsurance recoverable and funds withheld receivable at interest by credit quality indicator and any associated credit enhancements Global Atlantic has obtained to mitigate counterparty credit risk:
| As of March 31, 2024 | As of December 31, 2023 | ||||||||||||||||||||||||||||||||||
A.M. Best Rating(1) | Reinsurance recoverable and funds withheld receivable at interest | Credit enhancements(2) | Net reinsurance credit exposure(3) | Reinsurance recoverable and funds withheld receivable at interest | Credit enhancements(2) | Net reinsurance credit exposure(3) | |||||||||||||||||||||||||||||
| A++ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| A+ | |||||||||||||||||||||||||||||||||||
| A | |||||||||||||||||||||||||||||||||||
| A- | |||||||||||||||||||||||||||||||||||
| B++ | |||||||||||||||||||||||||||||||||||
| B+ | |||||||||||||||||||||||||||||||||||
| B | |||||||||||||||||||||||||||||||||||
| B- | |||||||||||||||||||||||||||||||||||
| C++/C+ | ( | ( | |||||||||||||||||||||||||||||||||
Not rated or private rating(4) | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1)Ratings are periodically updated (at least annually) as A.M. Best issues new ratings.
(2)Credit enhancements primarily include funds withheld payable at interest.
(3)Includes credit loss allowance of $24.8 million and $21.0 million as of March 31, 2024 and December 31, 2023, respectively, held against reinsurance recoverable and funds withheld receivable at interest.
(4)Includes $38.5 billion and $30.8 billion as of March 31, 2024 and December 31, 2023, respectively, associated with cessions to co-investment vehicles (the "sponsored reinsurance sidecar vehicles") that participate in qualifying reinsurance transactions sourced by Global Atlantic.
As of both March 31, 2024 and December 31, 2023, Global Atlantic had $2.7 six
62
Notes to Financial Statements (Continued)
The effects of reinsurance on the consolidated statements of operations were as follows:
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net premiums: | |||||||||||
| Direct | $ | $ | |||||||||
| Assumed | |||||||||||
| Ceded | ( | ( | |||||||||
| Net premiums | $ | $ | |||||||||
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Policy fees: | |||||||||||
| Direct | $ | $ | |||||||||
| Assumed | |||||||||||
| Ceded | ( | ( | |||||||||
| Net policy fees | $ | $ | |||||||||
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net policy benefits and claims: | |||||||||||
| Direct | $ | $ | |||||||||
| Assumed | |||||||||||
| Ceded | ( | ( | |||||||||
| Net policy benefits and claims | $ | $ | |||||||||
Global Atlantic holds collateral for and provides collateral to its reinsurance clients. Global Atlantic held $45.1 billion and $36.7 billion of collateral in the form of funds withheld payable at interest on behalf of its reinsurers as of March 31, 2024 and December 31, 2023, respectively. As of both March 31, 2024 and December 31, 2023, reinsurers held collateral of $1.2 92.9 billion and $81.8 billion of assets they are required to hold in order to support reserves of $90.0 billion and $79.4 billion, respectively. Of the cash held in trust, Global Atlantic classified $75.1 million and $90.8 million as restricted as of March 31, 2024 and December 31, 2023, respectively.
63
Notes to Financial Statements (Continued)
13. NET INCOME (LOSS) ATTRIBUTABLE TO KKR & CO. INC. PER SHARE OF COMMON STOCK
For the three months ended March 31, 2024 and 2023, basic and diluted Net Income (Loss) attributable to KKR & Co. Inc. per share of common stock were calculated as follows:
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net Income (Loss) Available to KKR & Co. Inc. Common Stockholders - Basic | $ | $ | |||||||||
(+) Series C Mandatory Convertible Preferred Dividend (if dilutive) (1) | |||||||||||
| Net Income (Loss) Available to KKR & Co. Inc. Common Stockholders - Diluted | $ | $ | |||||||||
| Basic Net Income (Loss) Per Share of Common Stock | |||||||||||
| Weighted Average Shares of Common Stock Outstanding - Basic | |||||||||||
| Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Common Stock - Basic | $ | $ | |||||||||
| Diluted Net Income (Loss) Per Share of Common Stock | |||||||||||
| Weighted Average Shares of Common Stock Outstanding - Basic | |||||||||||
| Incremental Common Shares: | |||||||||||
Assumed vesting of dilutive equity awards (2) | |||||||||||
Assumed conversion of Series C Mandatory Convertible Preferred Stock (1) | |||||||||||
| Weighted Average Shares of Common Stock Outstanding - Diluted | |||||||||||
| Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Common Stock - Diluted | $ | $ | |||||||||
(1)For the three months ended March 31, 2023, the impact of Series C Mandatory Convertible Preferred Stock calculated under the if-converted method was anti-dilutive, and as such (i) shares of common stock (assuming a conversion ratio based on the average volume weighted average price per share of common stock over each reporting period) were not included in the Weighted Average Shares of Common Stock Outstanding - Diluted and (ii) Series C Mandatory Convertible Preferred dividends were not added back to Net Income (Loss) Available to KKR & Co. Inc. Common Stockholders - Diluted.
Exchangeable Securities
For the three months ended March 31, 2024 and 2023, vested restricted holdings units (as defined in Note 19 "Equity Based Compensation") have been excluded from the calculation of Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Common Stock - Diluted since the exchange of these units would not dilute KKR & Co. Inc.'s ownership interests in KKR Group Partnership. See Note 1 "Organization" in our financial statements.
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Weighted Average Vested Restricted Holdings Units | |||||||||||
Market Condition Awards
For the three months ended March 31, 2024 and 2023, 33.0 million and 22.5 million, respectively, of unvested equity awards that are subject to market price based and service-based vesting conditions were excluded from the calculation of Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Common Stock - Diluted since the market price based vesting condition was not satisfied. See Note 19 "Equity Based Compensation" in our financial statements.
64
Notes to Financial Statements (Continued)
14. OTHER ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES
Other Assets consist of the following:
| March 31, 2024 | December 31, 2023 | ||||||||||
| Asset Management and Strategic Holdings | |||||||||||
Unsettled Investment Sales (1) | $ | $ | |||||||||
| Receivables | |||||||||||
Due from Broker (2) | |||||||||||
| Deferred Tax Assets, net | |||||||||||
| Interest Receivable | |||||||||||
Fixed Assets, net (3) | |||||||||||
Foreign Exchange Contracts and Options (4) | |||||||||||
Goodwill (5) | |||||||||||
Intangible Assets (6) | |||||||||||
| Derivative Assets | |||||||||||
| Prepaid Taxes | |||||||||||
| Prepaid Expenses | |||||||||||
| Deferred Financing Costs | |||||||||||
| Other | |||||||||||
| Total Asset Management and Strategic Holdings | $ | $ | |||||||||
| Insurance | |||||||||||
Unsettled Investment Sales(1) and Derivative Collateral Receivables | $ | $ | |||||||||
| Deferred Tax Assets, net | |||||||||||
| Derivative Assets | |||||||||||
| Accrued Investment Income | |||||||||||
| Goodwill | |||||||||||
Intangible Assets and Deferred Sales Inducements(8) | |||||||||||
| Premiums and Other Account Receivables | |||||||||||
| Other | |||||||||||
| Prepaid Taxes | |||||||||||
| Market Risk Benefit Asset | |||||||||||
| Total Insurance | $ | $ | |||||||||
| Total Other Assets | $ | $ | |||||||||
(1)Represents amounts due from third parties for investments sold for which cash settlement has not occurred.
(2)Represents amounts held at clearing brokers resulting from securities transactions.
(3)Net of accumulated depreciation and amortization of $275.3 million and $257.4 million as of March 31, 2024 and December 31, 2023, respectively. Depreciation and amortization expense of $17.9 million and $15.8 million, for the three months ended March 31, 2024 and 2023, respectively, are included in General, Administrative and Other in the accompanying consolidated statements of operations. Additionally, KKR’s fixed assets are predominantly located in the United States.
(4)Represents derivative financial instruments used to manage foreign exchange risk arising from certain foreign currency denominated investments. Such instruments are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. See Note 4 "Net Gains (Losses) from Investment Activities - Asset Management and Strategic Holdings" in our financial statements for the net changes in fair value associated with these instruments.
(5)As of March 31, 2024, the carrying value of goodwill is recorded and assessed for impairment at the reporting unit. As of March 31, 2024, there are approximately $(66.4 ) million of cumulative foreign currency translation adjustments included in AOCI related to the goodwill recorded as result of the acquisition of KJRM.
(6)As of March 31, 2024, there are approximately $(226.4 ) million of cumulative foreign currency translation adjustments included in AOCI related to the intangible assets recorded as result of the acquisition of KJRM.
(7)For Asset Management, non-cancelable operating leases consist of leases for office space in North America, Europe, Asia and Australia. KKR is the lessee under the terms of the operating leases. The operating lease cost was $16.6 million and $15.7 million for the three months ended March 31, 2024 and 2023, respectively. For Insurance, non-cancelable operating leases consist of leases for office space and land in the U.S. For the three months ended March 31, 2024 and 2023, the operating lease cost was $5.5 million and $6.8 million, respectively.
(8)The definite life intangible assets are amortized using the straight-line method over the useful life of the assets which is an average of 14 years. The indefinite life intangible assets are not subject to amortization. The amortization expense of definite life intangible assets was $4.4
65
Notes to Financial Statements (Continued)
Accrued Expenses and Other Liabilities consist of the following:
| March 31, 2024 | December 31, 2023 | ||||||||||
| Asset Management and Strategic Holdings | |||||||||||
Amounts Payable to Carry Pool (1) | $ | $ | |||||||||
Unsettled Investment Purchases (2) | |||||||||||
Securities Sold Short (3) | |||||||||||
| Derivative Liabilities | |||||||||||
| Accrued Compensation and Benefits | |||||||||||
| Interest Payable | |||||||||||
Foreign Exchange Contracts and Options (4) | |||||||||||
| Accounts Payable and Accrued Expenses | |||||||||||
| Taxes Payable | |||||||||||
| Uncertain Tax Positions | |||||||||||
| Unfunded Revolver Commitments | |||||||||||
| Deferred Tax Liabilities, net | |||||||||||
| Other Liabilities | |||||||||||
| Total Asset Management and Strategic Holdings | $ | $ | |||||||||
| Insurance | |||||||||||
Unsettled Investment Purchases(2) and Derivative Collateral Liabilities | $ | $ | |||||||||
| Securities Sold Under Agreements to Repurchase | |||||||||||
| Accrued Expenses | |||||||||||
| Insurance Operations Balances in Course of Settlement | |||||||||||
| Derivative Liabilities | |||||||||||
| Accrued Employee Related Expenses | |||||||||||
| Interest Payable | |||||||||||
| Tax Payable to Former Parent Company | |||||||||||
| Accounts and Commissions Payable | |||||||||||
| Other Tax Related Liabilities | |||||||||||
| Current Income Tax Payable | |||||||||||
| Total Insurance | $ | $ | |||||||||
| Total Accrued Expenses and Other Liabilities | $ | $ | |||||||||
(1)Represents the amount of carried interest payable to current and former KKR employees arising from KKR's investment funds and co-investment vehicles that provide for carried interest.
(2)Represents amounts owed to third parties for investment purchases for which cash settlement has not occurred.
(3)Represents the obligations of KKR to deliver a specified security at a future point in time. Such securities are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. See Note 4 "Net Gains (Losses) from Investment Activities - Asset Management and Strategic Holdings" in our financial statements for the net changes in fair value associated with these instruments.
(4)Represents derivative financial instruments used to manage foreign exchange risk arising from certain foreign currency denominated investments. Such instruments are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. See Note 4 "Net Gains (Losses) from Investment Activities - Asset Management and Strategic Holdings" in our financial statements for the net changes in fair value associated with these instruments.
(5)For Asset Management, operating leases for office space have remaining lease terms that range from approximately 1 year to 17 years, some of which include options to extend the leases from 5 years to 10 years. The weighted average remaining lease terms were 10.3 years and 10.3 years as of March 31, 2024 and December 31, 2023, respectively. The weighted average discount rates were 2.9 % and 2.9 % as of March 31, 2024 and December 31, 2023, respectively. For Insurance, operating leases for office space have remaining lease terms that range from approximately 1 year to 11 years, some of which include options to extend the leases for up to 10 years. The weighted average remaining lease terms were 7.5 years and 7.6 years as of March 31, 2024 and December 31, 2023, respectively. The weighted average discount rates were 4.5 % and 4.4 % as of March 31, 2024 and December 31, 2023, respectively. The weighted average remaining lease terms for land were 42.7 years and 43.7 years as of March 31, 2024 and December 31, 2023, respectively.
66
Notes to Financial Statements (Continued)
15. VARIABLE INTEREST ENTITIES
Consolidated VIEs
KKR consolidates certain VIEs in which it is determined that KKR is the primary beneficiary. The consolidated VIEs are predominately CLOs and certain investment funds sponsored by KKR. The primary purpose of these VIEs is to provide strategy specific investment opportunities to earn investment gains, current income or both in exchange for management fees and performance income. KKR's investment strategies differ for these VIEs; however, the fundamental risks have similar characteristics, including loss of invested capital and loss of management fees and performance income. KKR does not provide performance guarantees and has no other financial obligation to provide funding to these consolidated VIEs, beyond amounts previously committed, if any. Furthermore, KKR consolidates certain VIEs that are formed by Global Atlantic to hold investments, including investments in transportation, renewable energy, consumer and other loans and fixed maturity securities.
Unconsolidated VIEs
KKR holds variable interests in certain VIEs which are not consolidated as it has been determined that KKR is not the primary beneficiary. VIEs that are not consolidated predominantly include certain investment funds sponsored by KKR as well as certain investment partnerships where Global Atlantic retains an economic interest. KKR's investment strategies differ by investment fund; however, the fundamental risks have similar characteristics, including loss of invested capital and loss of management fees and performance income. KKR's maximum exposure to loss as a result of its investments in the unconsolidated investment funds is the carrying value of such investments, including KKR's capital interest and any unrealized carried interest. Accordingly, disaggregation of KKR's involvement by type of unconsolidated investment fund would not provide more useful information. For these unconsolidated investment funds in which KKR is the sponsor, KKR may have an obligation as general partner to provide commitments to such investment funds. As of March 31, 2024, KKR's commitments to these unconsolidated investment funds were $2.6 billion. KKR has not provided any financial support other than its obligated amount as of March 31, 2024. Additionally, Global Atlantic also has unfunded commitments of $26.7 million in relation to other limited partnership interests as of March 31, 2024.
As of March 31, 2024 and December 31, 2023, the maximum exposure to loss, before allocations to the carry pool and noncontrolling interests, if any, for those VIEs in which KKR is determined not to be the primary beneficiary but in which it has a variable interest is as follows:
| Asset Management and Strategic Holdings | March 31, 2024 | December 31, 2023 | |||||||||
| Investments | $ | $ | |||||||||
| Due from (to) Affiliates, net | |||||||||||
| Maximum Exposure to Loss | $ | $ | |||||||||
| Insurance | |||||||||||
| Other Investment Partnerships | $ | $ | |||||||||
| Investment in Renewable Energy | |||||||||||
| Maximum Exposure to Loss | $ | $ | |||||||||
| Total Maximum Exposure to Loss | $ | $ | |||||||||
67
Notes to Financial Statements (Continued)
16. DEBT OBLIGATIONS
Asset Management and Strategic Holdings Debt Obligations
KKR enters into credit agreements and issues debt for its general operating and investment purposes. KKR consolidates and reports debt obligations of KKR Financial Holdings LLC, a KKR subsidiary ("KFN"), which are non-recourse to KKR beyond the assets of KFN. From time to time, KKR may provide credit support for the funding obligations of its subsidiaries.
Certain of KKR's consolidated investment funds have entered into financing arrangements with financial institutions, generally to provide liquidity to such investment funds. These financing arrangements are generally not direct obligations of the general partners of KKR's investment funds (beyond KKR's capital interest) or its management companies. Such borrowings have varying maturities and bear interest at floating rates. Borrowings are generally secured by the investment purchased with the proceeds of the borrowing and/or the uncalled capital commitment of each respective fund. When an investment vehicle borrows, the proceeds are available only for use by that investment vehicle and are not available for the benefit of other investment vehicles or KKR. Collateral within each investment vehicle is also available only against borrowings by that investment vehicle and not against the borrowings of other investment vehicles or KKR.
In certain other cases, investments and other assets held directly by majority-owned consolidated investment vehicles and other entities have been funded with borrowings that are collateralized by the investments and assets they own. These borrowings are non-recourse to KKR beyond the investments or assets serving as collateral or the capital that KKR has committed to fund such investment vehicles. Such borrowings have varying maturities and generally bear interest at fixed rates.
In addition, consolidated CFEs issue debt securities to third-party investors which are collateralized by assets held by the CFE. Debt securities issued by CFEs are supported solely by the assets held at the CFEs and are not collateralized by assets of any other KKR entity. CFEs also may have warehouse facilities with banks to provide liquidity to the CFE. The CFE's debt obligations are non-recourse to KKR beyond the assets of the CFE.
68
Notes to Financial Statements (Continued)
KKR's Asset Management and Strategic Holdings debt obligations consisted of the following:
| March 31, 2024 | December 31, 2023 | |||||||||||||||||||||||||||||||||||||
| Financing Available | Borrowing Outstanding | Fair Value | Financing Available | Borrowing Outstanding | Fair Value | |||||||||||||||||||||||||||||||||
| Revolving Credit Facilities: | ||||||||||||||||||||||||||||||||||||||
| Corporate Credit Agreement | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
KCM Credit Facility (1) | ||||||||||||||||||||||||||||||||||||||
| KCM 364-Day Revolving Credit Facility | ||||||||||||||||||||||||||||||||||||||
Notes Issued: (2) | ||||||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR € | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR $ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR $ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR $ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR $ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR $ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR $ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR $ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR ¥ | (5) | — | — | |||||||||||||||||||||||||||||||||||
KKR $ | (6) | — | — | |||||||||||||||||||||||||||||||||||
KFN $ | (3) | — | — | |||||||||||||||||||||||||||||||||||
KFN $ | (3) | — | — | |||||||||||||||||||||||||||||||||||
KFN $ | (3) | — | — | |||||||||||||||||||||||||||||||||||
KFN Issued Junior Subordinated Notes (4) | (3) | — | — | |||||||||||||||||||||||||||||||||||
Other Debt Obligations(1)(7) | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
(1)Financing available is reduced by the dollar amounts specified in any issued letters of credit.
(2)Borrowing outstanding includes: (i) unamortized note discount (net of premium), as applicable and (ii) unamortized debt issuance costs, as applicable. Financing costs related to the issuance of the notes have been deducted from the note liability and are being amortized over the life of the notes.
69
Notes to Financial Statements (Continued)
(3)These debt obligations are classified as Level III within the fair value hierarchy and valued using the same valuation methodologies as KKR's Level III credit investments.
(4)KKR consolidates KFN and reports KFN's outstanding $258.5 million aggregate principal amount of junior subordinated notes. The weighted average interest rate is 8.0 % and 8.1 % and the weighted average years to maturity is 12.5 years and 12.8 years as of March 31, 2024 and December 31, 2023, respectively.
(5)The notes are classified as Level II within the fair value hierarchy and fair value is determined by third party broker quotes.
(6)The notes are classified as Level I within the fair value hierarchy and fair value is determined by quoted prices in active markets since the debt is publicly listed.
(7)As of March 31, 2024 and December 31, 2023, the borrowing outstanding and fair value reflects the elimination for the portion of these debt obligations that are held by Global Atlantic.
KCM 364-Day Revolving Credit Facility
On April 4, 2024, KKR Capital Markets Holdings L.P. and certain other capital markets subsidiaries (the "KCM Borrowers") replaced their existing 364-day revolving credit agreement with a new 364-day revolving credit agreement (the "KCM 364-Day Revolving Credit Facility”) with Mizuho Bank, Ltd., as administrative agent, and one or more lenders party thereto. The KCM 364-Day Revolving Credit Facility replaces the prior 364-day revolving credit facility, dated as of April 7, 2023, between the KCM Borrowers and the administrative agent, and one or more lenders party to the prior facility, which was terminated according to its terms on April 4, 2024. The KCM 364-Day Revolving Credit Facility provides for revolving borrowings up to $750 million, expires on April 3, 2025, and ranks pari passu with the existing $750 million revolving credit facility provided by them for KKR's capital markets business (the "KCM Credit Facility").
If a borrowing is made under the KCM 364-Day Revolving Credit Agreement, the interest rate will vary depending on the type of drawdown requested. If the borrowing is (i) denominated in U.S. dollars and a term rate, it will be based on the term Secured Overnight Financing Rate ("SOFR"), (ii) denominated in euros, it will be based on EURIBOR and (iii) denominated in pounds sterling, it will be based on the Sterling Overnight Interbank Average Rate ("SONIA"), in each case, plus the applicable margin which ranges initially between 1.50 % and 2.75 %, depending on the duration of the loan. If the borrowing is an ABR Loan, it will be based on the greater of (i) the federal funds rate plus 0.50 % and (ii) term SOFR for one-month tenor plus 1.00 %, in each case, plus the applicable margin which ranges initially between 0.50 % and 1.75 % depending on the amount and nature of the loan. Borrowings under the KCM 364-Day Revolving Credit Agreement may only be used to facilitate the settlement of debt transactions syndicated by KKR's capital markets business. Obligations under the KCM 364-Day Revolving Credit Agreement are limited to the KCM Borrowers, which are solely entities involved in KKR's capital markets business, and liabilities under the KCM 364-Day Revolving Credit Agreement are non-recourse to other parts of KKR.
The KCM 364-Day Revolving Credit Facility contains customary representations and warranties, events of default, and affirmative and negative covenants, including a financial covenant providing for a maximum debt to equity ratio for the KCM Borrowers. The KCM Borrowers' obligations under the KCM 364-Day Revolving Credit Facility are secured by certain assets of the KCM Borrowers, including a pledge of equity interests of certain subsidiaries of the KCM Borrowers.
KCM Credit Facility
On April 4, 2024, the KCM Borrowers (as defined above) also entered into a fourth amended and restated 5-year revolving credit agreement (the “KCM Credit Facility”) with Mizuho Bank, Ltd., as administrative agent, and the lenders party thereto. This facility provides for revolving borrowings of up to $750 million with a $750 million sublimit for letters of credit, expires on April 4, 2029 and ranks pari passu with the KCM 364-Day Revolving Credit Facility. The prior facility for the KCM Borrowers, dated as of March 20, 2020 (as amended), between the KCM Borrowers, Mizuho Bank, Ltd., as administrative agent, and the lenders party thereto, was terminated according to its terms on April 4, 2024 and replaced by the KCM Credit Facility.
If a borrowing is made on the KCM Credit Facility, the interest rate will vary depending on the type of drawdown requested. If the borrowing is (i) denominated in U.S. dollars and a term rate, it will be based on term SOFR, (ii) denominated in euros, it will be based on EURIBOR and (iii) denominated in pounds sterling, it will be based on SONIA, in each case, plus the applicable margin which ranges initially between 1.75 % and 3.00 %, depending on the amount and nature of the loan. If the loan is an ABR Loan, it will be based on the greater of (i) the federal funds rate plus 0.50 % and (ii) term SOFR for one-month tenor plus 1.00 %, in each case, plus the applicable margin which ranges initially between 0.75 % and 2.00 % depending on the amount and nature of the loan. Obligations under the KCM Credit Facility may only be used for KKR’s capital markets business, and its only obligors are entities involved in KKR’s capital markets business, and its liabilities are non-recourse to other parts of KKR’s business.
70
Notes to Financial Statements (Continued)
The KCM Credit Facility contains customary representations and warranties, events of default, and affirmative and negative covenants, including a financial covenant providing for a maximum debt to equity ratio for the KCM Borrowers. The KCM Borrowers’ obligations under the KCM Credit Facility are secured by certain assets of the KCM Borrowers, including a pledge of equity interests of certain subsidiaries of the KCM Borrowers.
Other Asset Management and Strategic Holdings Debt Obligations
As of March 31, 2024, other debt obligations consisted of the following:
| Financing Available | Borrowing Outstanding | Fair Value | Weighted Average Interest Rate | Weighted Average Remaining Maturity in Years | |||||||||||||||||||||||||
Financing Facilities of Consolidated Funds and Other (1) | $ | $ | $ | ||||||||||||||||||||||||||
| Debt Obligations of Consolidated CLOs | (2) | ||||||||||||||||||||||||||||
| $ | $ | $ | |||||||||||||||||||||||||||
(1)Includes borrowings collateralized by fund investments, fund co-investments and other assets held by levered investment vehicles of $2.9 billion.
(2)The senior notes of the consolidated CLOs had a weighted average interest rate of 6.8 %. The subordinated notes of the consolidated CLOs do not have contractual interest rates but instead receive a pro rata amount of the net distributions from the excess cash flows of the respective CLO vehicle. Accordingly, weighted average borrowing rates for the subordinated notes are based on cash distributions during the period, if any.
Debt obligations of consolidated CLOs are collateralized by assets held by each respective CLO vehicle and assets of one CLO vehicle may not be used to satisfy the liabilities of another. As of March 31, 2024, the fair value of the consolidated CLO assets was $27.2 billion. This collateral consisted of Cash and Cash Equivalents, Investments, and Other Assets.
Insurance Debt Obligations
Global Atlantic's debt obligations consisted of the following:
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||
| Financing Available | Borrowing Outstanding | Fair Value(2) | Financing Available | Borrowing Outstanding | Fair Value(2) | ||||||||||||||||||||||||||||||
| Revolving Credit Facilities: | |||||||||||||||||||||||||||||||||||
| Global Atlantic revolving credit facility, due August 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Notes Issued and Others: | |||||||||||||||||||||||||||||||||||
| Global Atlantic senior notes, due October 2029 | |||||||||||||||||||||||||||||||||||
| Global Atlantic senior notes, due June 2031 | |||||||||||||||||||||||||||||||||||
| Global Atlantic senior notes, due June 2033 | |||||||||||||||||||||||||||||||||||
| Global Atlantic senior notes, due March 2054 | |||||||||||||||||||||||||||||||||||
| Global Atlantic subordinated debentures, due October 2051 | |||||||||||||||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||||||||||||||
Purchase accounting adjustments(1) | |||||||||||||||||||||||||||||||||||
| Debt issuance costs, net of accumulated amortization | ( | ( | |||||||||||||||||||||||||||||||||
| Fair value loss of hedged debt obligations, recognized in earnings | ( | ( | |||||||||||||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||||||||||||||
(1)The amortization of the purchase accounting adjustments was $778
(2)These debt obligations are classified as Level III within the fair value hierarchy and valued using the same valuation methodologies as KKR's Level III credit investments.
Senior Notes Due 2054
Global Atlantic (Fin) Company ("GA FinCo") and Global Atlantic Limited (Delaware) (formerly known as Global Atlantic Financial Limited, "GALD") are both Delaware corporations and wholly-owned indirect subsidiaries of TGAFG, the holding company for the Global Atlantic business.
In March 2024, GA FinCo issued $750 million aggregate principal amount of 6.750 % senior unsecured notes due 2054 (the “GA 2054 Senior Notes”). The GA 2054 Senior Notes were issued pursuant to an indenture, dated October 7, 2019, among GA FinCo, as issuer, GALD, as guarantor, and U.S. Bank National Association, as trustee, and supplemented by the fifth
71
Notes to Financial Statements (Continued)
supplemental indenture thereto, dated March 15, 2024, among GA FinCo, GALD and the trustee. The GA 2054 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by GALD.
The GA 2054 Senior Notes bear interest at a rate of 6.750 % per year. Interest on the GA 2054 Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024. The GA 2054 Senior Notes will mature on March 15, 2054. GA FinCo may, at its option, redeem some or all of the GA 2054 Senior Notes at any time: (i) prior to September 15, 2053 at a redemption price equal to the greater of 100 % of the principal amount of the GA 2054 Senior Notes to be redeemed and a make-whole payment plus, in either case, accrued and unpaid interest, if any, to the date of redemption; and (ii) on or after September 15, 2053 at a redemption price equal to 100 % of the principal amount of the GA 2054 Senior Notes to be redeemed, plus accrued and unpaid interest to the date of redemption.
Global Atlantic Credit Agreement
In March 2024, GA FinCo repaid $300 million then outstanding indebtedness under the Global Atlantic Credit Agreement with proceeds from the GA 2054 Senior Notes.
In May 2024, subsequent to the end of the quarter, GA FinCo terminated the existing revolving credit facility (“RCF”) and replaced it with a new credit agreement with GA FinCo, as borrower, GALD, as guarantor, and Wells Fargo Bank, N.A., as administrative agent, that (1) provides for up to $1.0 billion of revolving borrowings, including up to $500 million of letters of credit, (2) has a maturity of May 2029, and (3) contains customary events of default, representations and warranties and covenants that are substantially similar to those that were in the terminated RCF, including the consolidated debt to capitalization and net worth covenants. Interest on any funded borrowings accrues at SOFR plus a spread ranging from 1.225 % to 1.975 %, based on GALD’s long-term issuer credit ratings. The borrower must pay a commitment fee on any unfunded committed balance under the agreement, ranging from 0.125 % to 0.300 % based on the long-term issuer credit rating.
Debt Covenants
Borrowings of KKR (including Global Atlantic) contain various debt covenants. These covenants do not, in management's opinion, materially restrict KKR's operating business or investment strategies as of March 31, 2024. KKR (including Global Atlantic) was in compliance with such debt covenants in all material respects as of March 31, 2024.
17. POLICY LIABILITIES
The following reflects the reconciliation of the components of policy liabilities to the total balance reported in the consolidated statements of financial condition as of March 31, 2024 and December 31, 2023:
| March 31, 2024 | December 31, 2023 | ||||||||||
| Policyholders’ account balances | $ | $ | |||||||||
| Liability for future policy benefits | |||||||||||
| Additional liability for annuitization, death, or other insurance benefits | |||||||||||
| Market risk benefit liability | |||||||||||
Other policy-related liabilities(1) | |||||||||||
| Total policy liabilities | $ | $ | |||||||||
(1)Other policy-related liabilities as of March 31, 2024 and December 31, 2023 primarily consist of negative VOBA ($837.8 million and $867.9 million, respectively), policy liabilities accounted under a fair value option (both $1.2 4.5 billion and $4.0 billion, respectively), cost-of-reinsurance liabilities ($3.0 billion and $1.8 billion, respectively) and outstanding claims ($240.0 million and $235.1 million, respectively).
72
Notes to Financial Statements (Continued)
Policyholders’ account balances
The following reflects the policyholders’ account balances roll-forward for the three months ended March 31, 2024 and 2023, and the policyholders’ account balances weighted average interest rates, net amount at risk, and cash surrender value as of those dates:
| Three months ended March 31, 2024 | |||||||||||||||||||||||||||||||||||
| Fixed rate annuities | Fixed indexed annuities | Interest sensitive life | Funding agreements | Other(1) | Total | ||||||||||||||||||||||||||||||
| Balance as of beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Issuances and premiums received | |||||||||||||||||||||||||||||||||||
| Benefit payments, surrenders, and withdrawals | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
Interest(2) | |||||||||||||||||||||||||||||||||||
Other activity(3) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Balance as of end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Less: reinsurance recoverable | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Balance as of end of period, net of reinsurance recoverable | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Average interest rate | % | % | % | % | % | % | |||||||||||||||||||||||||||||
Net amount at risk, gross of reinsurance(4) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Cash surrender value(5) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1)“Other” consists of activity related to payout annuities without life contingencies, preneed, variable annuities and life products.
(2)Interest includes interest credited to policyholders’ account values, and interest accreted in other components of the policyholder account balance, including investment-type contract values, host amounts for contractholder deposits with embedded derivatives, funding agreements and other associated reserves.
(3) “Other activity” includes policy charges, fees and commissions, transfers, assumption changes, fair value changes and the impact of hedge fair value adjustments.
(4)Net amount at risk represents the difference between the face value of the insurance policy and the reserve accumulated under that same policy.
(5)Cash surrender values are reported net of any applicable surrender charges, net of reinsurance.
| Three months ended March 31, 2023 | |||||||||||||||||||||||||||||||||||
| Fixed rate annuities | Fixed indexed annuities | Interest sensitive life | Funding agreements | Other(1) | Total | ||||||||||||||||||||||||||||||
| Balance as of beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Issuances and premiums received | |||||||||||||||||||||||||||||||||||
| Benefit payments, surrenders, and withdrawals | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
Interest(2) | |||||||||||||||||||||||||||||||||||
Other activity(3) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Balance as of end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Less: reinsurance recoverable | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Balance as of end of period, net of reinsurance recoverable | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Average interest rate | % | % | % | % | % | % | |||||||||||||||||||||||||||||
Net amount at risk, gross of reinsurance(4) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Cash surrender value(5) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1)“Other” consists of activity related to payout annuities without life contingencies, preneed, variable annuities and life products.
(2)Interest includes interest credited to policyholders’ account values, and interest accreted in other components of the policyholder account balance, including investment-type contract values, host amounts for contractholder deposits with embedded derivatives, funding agreements and other associated reserves.
(3)“Other activity” includes policy charges, fees and commissions, transfers, assumption changes, fair value changes and the impact of hedge fair value adjustments.
(4)Net amount at risk represents the difference between the face value of the insurance policy and the reserve accumulated under that same policy.
(5)Cash surrender values are reported net of any applicable surrender charges, net of reinsurance.
73
Notes to Financial Statements (Continued)
The following table presents the account values by range of guaranteed minimum crediting rates and the related range of difference, in basis points, between rates being credited to policyholders and the respective guaranteed minimums. Account values, as disclosed below, differ from policyholder account balances as they exclude balances associated with index credits, contractholder deposit fund host balances, funding agreements, and other associated reserves. In addition, policyholder account balances include discounts and premiums on assumed business which are not reflected in account values.
| As of March 31, 2024 | |||||||||||||||||||||||||||||||||||
| Account values with adjustable crediting rates subject to guaranteed minimums: | |||||||||||||||||||||||||||||||||||
| Range of guaranteed minimum crediting rates: | At guaranteed minimum | Greater than | Total | ||||||||||||||||||||||||||||||||
Less than | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Percentage of total | % | % | % | % | % | % | |||||||||||||||||||||||||||||
| As of December 31, 2023 | |||||||||||||||||||||||||||||||||||
| Account values with adjustable crediting rates subject to guaranteed minimums: | |||||||||||||||||||||||||||||||||||
| Range of guaranteed minimum crediting rates: | At guaranteed minimum | Greater than | Total | ||||||||||||||||||||||||||||||||
Less than | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Percentage of total | % | % | % | % | % | % | |||||||||||||||||||||||||||||
Liability for future policy benefits
The following tables summarize the balances of, and changes in, the liability for future policy benefits for traditional and limited-payment contracts for the three months ended March 31, 2024 and 2023:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | ||||||||||||||||||||||||||||||||||
Payout annuities(1) | Other(2) | Total | Payout annuities(1) | Other(2) | Total | ||||||||||||||||||||||||||||||
| Present value of expected net premiums | |||||||||||||||||||||||||||||||||||
| Balance as of beginning of the period | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Balance at original discount rate | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Effect of actual variances from expected experience | |||||||||||||||||||||||||||||||||||
| Adjusted beginning of period balance | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Issuances | ( | ( | |||||||||||||||||||||||||||||||||
| Interest | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Net premiums collected | |||||||||||||||||||||||||||||||||||
| Ending balance at original discount rate | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Effect of changes in discount rate assumptions | |||||||||||||||||||||||||||||||||||
| Balance as of the end of the period | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
74
Notes to Financial Statements (Continued)
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | ||||||||||||||||||||||||||||||||||
Payout annuities(1) | Other(2) | Total | Payout annuities(1) | Other(2) | Total | ||||||||||||||||||||||||||||||
| Present value of expected future policy benefits | |||||||||||||||||||||||||||||||||||
| Balance as of beginning of the period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Balance at original discount rate | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Effect of actual variances from expected experience | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Adjusted beginning of period balance | |||||||||||||||||||||||||||||||||||
| Issuances | |||||||||||||||||||||||||||||||||||
| Interest | |||||||||||||||||||||||||||||||||||
| Benefit payments | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Ending balance at original discount rate | |||||||||||||||||||||||||||||||||||
| Effect of changes in discount rate assumptions | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance as of the end of the period | |||||||||||||||||||||||||||||||||||
| Net liability for future policy benefits | |||||||||||||||||||||||||||||||||||
Less: reinsurance recoverable(3) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Net liability for future policy benefits, net of reinsurance recoverables | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1)Payout annuities generally only have a single premium received at contract inception. As a result, the liability for future policy benefits generally would not reflect a present value for future premiums for payout annuities.
(2)“Other” consists of activity related to long-term care insurance, variable annuities, traditional life insurance, preneed insurance and fixed-rate annuity products. Mortality and morbidity risks associated with the long-term care insurance have been ceded to a third-party reinsurer.
(3)Reinsurance recoverables associated with the liability for future policy benefits is net of the effect of changes in discount rate assumptions of $(141.4 ) million and $237.1 million for the three months ended March 31, 2024 and 2023, respectively.
The following table summarizes the amount of gross premiums related to traditional and limited-payment contracts recognized in the consolidated statements of operations for the three months ended March 31, 2024 and 2023:
| Gross premiums | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Payout annuities | $ | $ | |||||||||
| Other | |||||||||||
| Total products | $ | $ | |||||||||
The following table reflects the weighted-average duration and weighted-average interest rates of the future policy benefit liability as of March 31, 2024 and December 31, 2023:
| As of March 31, 2024 | |||||||||||
| Payout annuities | Other | ||||||||||
| Weighted-average interest rates, original discount rate | % | % | |||||||||
| Weighted-average interest rates, current discount rate | % | % | |||||||||
| Weighted-average liability duration (years, current rates) | |||||||||||
| As of December 31, 2023 | |||||||||||
| Payout annuities | Other | ||||||||||
| Weighted-average interest rates, original discount rate | % | % | |||||||||
| Weighted-average interest rates, current discount rate | % | % | |||||||||
| Weighted-average liability duration (years, current rates) | |||||||||||
The following reflects the undiscounted ending balance of expected future gross premiums and expected future benefits and payments for traditional and limited-payment contracts, as of March 31, 2024 and December 31, 2023:
75
Notes to Financial Statements (Continued)
| As of March 31, 2024 | |||||||||||
| Payout annuities | Other | ||||||||||
| Expected future benefit payments, undiscounted | $ | $ | |||||||||
| Expected future benefit payments, discounted (original discount rate) | |||||||||||
| Expected future benefit payments, discounted (current discount rate) | |||||||||||
| Expected future gross premiums, undiscounted | |||||||||||
| Expected future gross premiums, discounted (original discount rate) | |||||||||||
| Expected future gross premiums, discounted (current discount rate) | |||||||||||
| As of December 31, 2023 | |||||||||||
| Payout annuities | Other | ||||||||||
| Expected future benefit payments, undiscounted | $ | $ | |||||||||
| Expected future benefit payments, discounted (original discount rate) | |||||||||||
| Expected future benefit payments, discounted (current discount rate) | |||||||||||
| Expected future gross premiums, undiscounted | |||||||||||
| Expected future gross premiums, discounted (original discount rate) | |||||||||||
| Expected future gross premiums, discounted (current discount rate) | |||||||||||
Additional liability for annuitization, death, or other insurance benefits
The following tables reflect the additional liability for annuitization, death, or other insurance benefits roll-forward for the three months ended March 31, 2024 and 2023:
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Balance as of beginning of period | $ | $ | |||||||||
| Effect of changes in cash flow assumptions | |||||||||||
| Effect of changes in experience | ( | ( | |||||||||
| Adjusted balance as of beginning of period | |||||||||||
| Issuances | |||||||||||
| Assessments | |||||||||||
| Benefits paid | ( | ( | |||||||||
| Interest | |||||||||||
| Balance as of end of period | |||||||||||
| Less: impact of unrealized investment gain and losses | |||||||||||
| Less: reinsurance recoverable, end of period | |||||||||||
| Balance, end of year, net of reinsurance recoverable and impact of unrealized investment gains and losses | $ | $ | |||||||||
The additional liability for annuitization, death, or other insurance benefits relates primarily to secondary guarantees on certain interest-sensitive life products, and preneed insurance.
The following reflects the amount of gross assessments recognized for the additional liability for annuitization, death, or other insurance benefits in the consolidated statements of operations for the three months ended March 31, 2024 and 2023:
| Gross assessments | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Total amount recognized within revenue in the consolidated statements of operations | $ | $ | |||||||||
76
Notes to Financial Statements (Continued)
The following reflects the weighted average duration and weighted average interest rate for the additional liability for annuitization, death, or other insurance benefits as of March 31, 2024 and December 31, 2023:
| As of | |||||||||||
| March 31, 2024 | December 31, 2023 | ||||||||||
| Weighted-average interest, current discount rate | % | % | |||||||||
| Weighted-average liability duration (years) | |||||||||||
Market risk benefits
The following table presents the balances of, and changes in, market risk benefits:
| Three months ended | |||||||||||||||||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | ||||||||||||||||||||||||||||||||||
| Fixed-indexed annuity | Variable- and other annuities | Total | Fixed-indexed annuity | Variable- and other annuities | Total | ||||||||||||||||||||||||||||||
| Balance as of beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Balance as of beginning of period, before impact of changes in instrument-specific credit risk | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Issuances | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Interest | |||||||||||||||||||||||||||||||||||
| Attributed fees collected | |||||||||||||||||||||||||||||||||||
| Benefit payments | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Effect of changes in interest rates | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Effect of changes in equity markets | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Effect of actual experience different from assumptions | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Balance as of end of period before impact of changes in instrument-specific credit risk | |||||||||||||||||||||||||||||||||||
| Effect of changes in instrument-specific credit risk | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Balance as of end of period | |||||||||||||||||||||||||||||||||||
| Less: reinsurance recoverable as of the end of the period | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Balance as of end of period, net of reinsurance recoverable | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Net amount at risk | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Weighted-average attained age of contract holders (years) | |||||||||||||||||||||||||||||||||||
The following reflects the reconciliation of the market risk benefits reflected in the preceding table to the amounts reported in an asset and liability position, respectively, in the consolidated statements of financial condition as of March 31, 2024 and December 31, 2023:
| As of March 31, 2024 | As of December 31, 2023 | ||||||||||||||||||||||||||||||||||
| Asset | Liability | Net | Asset | Liability | Net | ||||||||||||||||||||||||||||||
| Fixed-indexed annuities | $ | $ | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||
| Variable- and other annuities | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||
77
Notes to Financial Statements (Continued)
Separate account liabilities
Separate account assets and liabilities consist of investment accounts established and maintained by Global Atlantic for certain variable annuity and interest-sensitive life insurance contracts. Some of these contracts include minimum guarantees such as GMDBs and GMWBs that guarantee a minimum payment to the policyholder.
The assets that support these variable annuity and interest-sensitive life insurance contracts are measured at fair value and are reported as separate account assets on the consolidated statements of financial condition. An equivalent amount is reported as separate account liabilities. Market risk benefit assets and liabilities for minimum guarantees are valued and presented separately from separate account assets and separate account liabilities. For more information on market risk benefits see “—Market risk benefits” in this footnote. Policy charges assessed against the policyholders for mortality, administration and other services are included in “Policy fees” in the consolidated statements of operations.
The following table presents the balances of and changes in separate account liabilities:
| March 31, 2024 | March 31, 2023 | ||||||||||||||||||||||||||||||||||
| Variable annuities | Interest-sensitive life | Total | Variable annuities | Interest-sensitive life | Total | ||||||||||||||||||||||||||||||
| Balance as of beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Premiums and deposits | |||||||||||||||||||||||||||||||||||
| Surrenders, withdrawals and benefit payments | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Investment performance | |||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance as of end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Cash surrender value as of end of period(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1)Cash surrender value attributed to the separate accounts does not reflect the impact of surrender charges; surrender charges are attributed to policyholder account balances recorded in the general account.
The following table presents the aggregate fair value of assets, by major investment asset type, supporting separate accounts:
| March 31, 2024 | December 31, 2023 | ||||||||||
| Asset type: | |||||||||||
| Managed volatility equity/fixed income blended fund | $ | $ | |||||||||
| Equity | |||||||||||
| Fixed income | |||||||||||
| Money market | |||||||||||
| Alternative | |||||||||||
| Total assets supporting separate account liabilities | $ | $ | |||||||||
78
Notes to Financial Statements (Continued)
18. INCOME TAXES
KKR & Co. Inc. is a domestic corporation for U.S. federal income tax purposes and is subject to U.S. federal, state and local income taxes at the entity level on its share of taxable income. In addition, KKR Group Partnership and certain of its subsidiaries operate as partnerships for U.S. federal tax purposes but as taxable entities for certain state, local or non-U.S. tax purposes. Moreover, certain corporate subsidiaries of KKR, including certain subsidiaries of Global Atlantic, are domestic corporations for U.S. federal income tax purposes and are subject to U.S. federal, state, and local income taxes. Income taxes reported in these consolidated financial statements include the taxes described in this paragraph.
For the three months ended March 31, 2024 and 2023, the effective tax rates were 19.7 % and 36.4 %, respectively. The effective tax rate differs from the statutory rate primarily due to the portion of the reported net income (loss) before taxes not being attributable to KKR but rather being attributable to (i) third-party limited partner interests in consolidated investment funds and (ii) exchangeable securities representing ownership interests in KKR Group Partnership until they are exchanged for common stock of KKR & Co. Inc.
In 2022, changes in market conditions, including rapidly rising interest rates, impacted the unrealized tax gains and losses in the available for sale securities portfolios of Global Atlantic, resulting in deferred tax assets related to net unrealized tax capital losses for which the carryforward period has not yet begun. As such, when assessing recoverability, Global Atlantic considered its ability and intent to hold the underlying securities to recovery. Global Atlantic concluded that a valuation allowance should be established on a portion of the deferred tax assets related to unrealized tax capital losses that are not more-likely-than-not to be realized, which represents the portion of the portfolio Global Atlantic estimates it would not be able to hold to recovery. As of March 31, 2024, Global Atlantic maintained $89.3 million of valuation allowance associated with the unrealized tax capital losses in the available for sale securities portfolio. The establishment of the valuation allowance was recorded in other comprehensive income. Based on available evidence and various assumptions as to the timing of income, KKR believes it is likely that all other deferred tax assets will be realized. There was no change in the valuation allowance recorded as of March 31, 2024.
During the three months ended March 31, 2024, there were no material changes to KKR's uncertain tax positions and KKR believes there will not be a significant increase or decrease to these uncertain tax positions within 12 months of the reporting date.
On August 16, 2022, the Inflation Reduction Act (the “IRA”) was signed into law. The IRA enacted a new 15% corporate alternative minimum tax ("CAMT") on the "adjusted financial statement income" of certain large corporations, which became effective on January 1, 2023. In addition, the IRA enacted a 1% excise tax on corporate stock repurchases completed after December 31, 2022. KKR reviewed the impact and concluded there was no impact on income taxes for the three months ended March 31, 2024 and will continue to review and monitor the issuance of additional guidance from the U.S. Treasury and the U.S. Internal Revenue Service.
On December 20, 2021, the OECD released Pillar Two Model Rules, which contemplate a global 15% minimum tax rate. The OECD continues to release additional guidance, including administrative guidance on interpretation and application of Pillar Two, and many countries are passing legislation to comply with Pillar Two. The changes contemplated by Pillar Two, when enacted by various countries in which we do business, may increase our taxes in such countries. Based on the available legislation, KKR concluded there was no material impact on income taxes with respect to Pillar Two for the three months ended March 31, 2024. KKR will continue to evaluate the potential future impacts of Pillar Two and will continue to review and monitor the issuance of additional guidance.
79
Notes to Financial Statements (Continued)
19. EQUITY-BASED COMPENSATION
The following table summarizes the expense associated with equity-based compensation in connection with KKR equity incentive awards and incentive awards under the Global Atlantic Financial Company Book Value Award Plan ("GA Book Value Plan") and the Global Atlantic Senior Management Equity Incentive Plan ("GA Equity Incentive Plan") for the three months ended March 31, 2024 and 2023, respectively.
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Asset Management | $ | $ | |||||||||
| Insurance | |||||||||||
| Total | $ | $ | |||||||||
KKR Equity Incentive Awards
Under KKR's Equity Incentive Plans, KKR is permitted to grant equity awards representing ownership interests in KKR & Co. Inc. common stock. On March 29, 2019, the 2019 Equity Incentive Plan became effective. Following the effectiveness of the 2019 Equity Incentive Plan, KKR no longer makes further grants under the 2010 Equity Incentive Plan, and the 2019 Equity Incentive Plan became KKR's only plan for providing new equity awards by KKR & Co. Inc. Outstanding awards under the 2010 Equity Incentive Plan will remain outstanding, unchanged and subject to the terms of the 2010 Equity Incentive Plan and their respective equity award agreements, until the vesting, expiration or lapse of such awards in accordance with their terms. The total number of equity awards representing shares of common stock that may be issued under the 2019 Equity Incentive Plan is equivalent to 15 % of the aggregate number of the shares of common stock and KKR Group Partnership Units (excluding KKR Group Partnership Units held by KKR & Co. Inc. or its wholly-owned subsidiaries), subject to annual adjustment. As of March 31, 2024, 48,896,121 shares may be issued under the 2019 Equity Incentive Plan. KKR has also issued equity grants in the form of restricted holdings units through KKR Holdings III L.P. ("KKR Holdings III"), which are not issued under the 2019 Equity Incentive Plan and are currently held by certain Global Atlantic employees. Equity awards granted generally consist of (i) restricted stock units that convert into shares of common stock of KKR & Co. Inc. (or cash equivalent) upon vesting and (ii) restricted holdings units that are exchangeable into shares of common stock of KKR & Co. Inc. upon vesting and certain other conditions, including those described below.
Service-Vesting Awards
KKR grants restricted stock units and restricted holdings units that are subject to service-based vesting, typically over a to five-year period from the date of grant (referred to hereafter as "Service-Vesting Awards"). In certain cases, these Service-Vesting Awards may have a percentage of the award that vests immediately upon grant, and certain Service-Vesting Awards may have vesting periods longer than five years . Additionally, some but not all Service-Vesting Awards are subject to transfer restrictions and/or minimum retained ownership requirements. Generally, the transfer restriction period, if applicable, lasts for (i) one year with respect to one-half of the awards vesting on any vesting date and (ii) two years with respect to the other one-half of the awards vesting on such vesting date. While providing services to KKR, some but not all of these awards are also subject to minimum retained ownership rules requiring the award recipient to continuously hold shares of common stock equivalents equal to at least 15 % of their cumulatively vested awards that have or had the minimum retained ownership requirement. Holders of the Service-Vesting Awards do not participate in dividends until such awards have met their vesting requirements.
Expense associated with the vesting of these Service-Vesting Awards is based on the closing price of KKR & Co. Inc. common stock on the date of grant, discounted for the lack of participation rights in the expected dividends on unvested equity awards. Expense is recognized on a straight line basis over the life of the award and assumes a forfeiture rate of up to 7 % annually based upon expected turnover by class of recipient.
As of March 31, 2024, there was approximately $981 million of total estimated unrecognized expense related to unvested Service-Vesting Awards, which is expected to be recognized over the weighted average remaining requisite service period of 2.4 years.
80
Notes to Financial Statements (Continued)
A summary of the status of unvested Service-Vesting Awards granted from January 1, 2024 through March 31, 2024 is presented below:
Shares (1) | Weighted Average Grant Date Fair Value | ||||||||||
| Balance, January 1, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeitures | ( | ||||||||||
| Balance, March 31, 2024 | $ | ||||||||||
(1)Unvested Service-Vesting Awards include restricted stock units and restricted holdings units granted to Global Atlantic employees.
Market Condition Awards
KKR also grants restricted stock units and restricted holdings units that are subject to both a service-based vesting condition and a market price based vesting condition (referred to hereafter as "Market Condition Awards"). The following is a discussion of the Market Condition Awards, excluding the Co-CEO Awards (as defined and discussed below).
The number of Market Condition Awards (other than the Co-CEO awards) that will vest depend upon (i) the market price of KKR common stock reaching certain price targets that range from $45.00 to $140.00 and (ii) the employee being employed by KKR on a certain date, which typically ranges from to six years from the date of grant (with exceptions for involuntary termination without cause, death and permanent disability). The market price vesting condition is met when the average closing price of KKR common stock during 20 consecutive trading days meets or exceeds the stock price targets. Holders of the Market Condition Awards do not participate in dividends until such awards have met both their service-based and market price based vesting requirements. Additionally, these awards are subject to additional transfer restrictions and minimum retained ownership requirements after vesting.
Due to the existence of the service requirement, the vesting period for these Market Condition Awards (other than the Co-CEO awards) is explicit, and as such, compensation expense will be recognized on (i) a straight-line basis over the period from the date of grant through the date the award recipient is required to be employed by KKR and (ii) assumes a forfeiture rate of up to 7 % annually based upon expected turnover. The fair value of the awards granted are based on a Monte Carlo simulation valuation model. In addition, the grant date fair value assumes that holders of the Market Condition Awards will not participate in dividends until such awards have met all of their vesting requirements.
Below is a summary of the grant date fair value based on the Monte Carlo simulation valuation model and the significant assumptions used to estimate the grant date fair value of these Market Condition Awards:
| Weighted Average | Range | ||||||||||
| Grant Date Fair Value | $ | $ | |||||||||
| Closing KKR share price as of valuation date | $ | $ | |||||||||
| Risk Free Rate | |||||||||||
| Volatility | |||||||||||
| Dividend Yield | |||||||||||
| Expected Cost of Equity | |||||||||||
As of March 31, 2024, there was approximately $685 million of total estimated unrecognized expense related to these unvested Market Condition Awards, which is expected to be recognized over the weighted average remaining requisite service period of 3.4 years.
81
Notes to Financial Statements (Continued)
A summary of the status of unvested Market Condition Awards granted from January 1, 2024 through March 31, 2024 is presented below:
Shares (1) | Weighted Average Grant Date Fair Value | ||||||||||
| Balance, January 1, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeitures | ( | ||||||||||
| Balance, March 31, 2024 | $ | ||||||||||
(1)Unvested Market Condition Awards include restricted holdings units granted to Global Atlantic employees.
As of March 31, 2024, 24.1 million units of these Market Condition awards have met their market price based vesting condition.
Co-CEO Awards
On December 9, 2021, the Board of Directors approved grants of 7.5 million restricted holdings units to each of KKR’s Co-Chief Executive Officers that are subject to both a service-based vesting condition and a market price based vesting condition (referred to hereafter as "Co-CEOs Awards"). For both Co-Chief Executive Officers, 20 95.80 , $105.80 , $115.80 , $125.80 and $135.80 . The market price based vesting condition is met when the average closing price of KKR common stock during 20 consecutive trading days meets or exceeds the stock price targets. In addition to the market price based vesting conditions, in order for the award to vest, the Co-Chief Executive Officer is required to be employed by KKR on December 31, 2026 (with exceptions for involuntary termination without cause, death and permanent disability).
These awards will be automatically canceled and forfeited upon the earlier of a 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 based vesting condition by December 31, 2028 (for which continued service is required if the market price vesting condition is met after December 31, 2026). Co-CEO Awards do not participate in dividends until such awards have met both their service-based and market price based vesting requirements. Additionally, these awards are subject to additional transfer restrictions and minimum retained ownership requirements after vesting.
Due to the existence of the service requirement, the vesting period for these Co-CEO Awards is explicit, and as such, compensation expense will be recognized on a straight-line basis over the period from the date of grant through December 31, 2026 given the derived service period is less than the explicit service period. The fair value of the awards granted are based on a Monte Carlo simulation valuation model. In addition, the grant date fair value assumes that these Co-CEO Awards will not participate in dividends until such awards have met all of their vesting requirements.
Below is a summary of the grant date fair value based on the Monte Carlo simulation valuation model and the significant assumptions used to estimate the grant date fair value of these Co-CEO Awards:
| Grant Date Fair Value | $ | ||||
| Closing KKR share price as of valuation date | $ | ||||
| Risk Free Rate | % | ||||
| Volatility | % | ||||
| Dividend Yield | % | ||||
| Expected Cost of Equity | % | ||||
As of March 31, 2024, there was approximately $399 million of total estimated unrecognized expense related to these unvested Co-CEO Awards, which is expected to be recognized ratably from April 1, 2024 to December 31, 2026. As of March 31, 2024, 3.0 million units of these Co-CEO awards have met their market price based vesting condition.
82
Notes to Financial Statements (Continued)
Modification and Replacement of Book Value Awards - Insurance
On February 1, 2021, Global Atlantic adopted the GA Book Value Plan to enhance the ability of Global Atlantic to attract, motivate and retain its employees and to promote the success of the Global Atlantic business.
The GA Book Value Plan authorized the grant of cash-settled awards ("book value awards," or "BVAs") representing the right to receive one or more payments upon vesting equal to the product of an initial dollar value set by the award multiplied by a pre-determined formula as of each applicable vesting date. The predetermined formula is equal to the quotient determined by dividing the book value of one share of TGAFG on the applicable vesting date by the book value of a share on the original grant date, subject to adjustments. Book value awards generally vested in three equal, annual installments, subject to continued employment.
BVAs were accounted for as profit sharing arrangements in accordance with ASC 710. On January 2, 2024, KKR replaced the BVAs with approximately 1.9 million of Service-Vesting Awards granted pursuant to our 2019 Equity Incentive Plan, which are accounted for as equity classified awards in scope of ASC 718. As such, this modification resulted in (i) a change in scope from ASC 710 to ASC 718, (ii) a change in classification from liability to equity and (iii) a corresponding reclassification of $77 million from Accrued Expenses and Other Liabilities to Additional Paid-In Capital in the consolidated statement of financial condition. Accordingly, these awards will no longer be remeasured to fair value after the modification date. No incremental expense recognition was required upon the modification of the BVAs, because no incremental value was transferred to the employees. The service and vesting conditions of the Service-Vesting Awards mirror those of the BVAs.
Modification and Replacement of GA Equity Incentive Plan Awards - Insurance
On June 24, 2021, Global Atlantic issued 1,000 non-voting incentive shares to a Bermuda exempted partnership owned by certain Global Atlantic employees, who are eligible to receive incentive units under the GA Equity Incentive Plan. These incentive units represented an interest in the receipt of certain amounts based on Global Atlantic's book value, market value, and AUM, in each case as derived in part from the value of TGAFG’s fully-diluted equity shares.
The GA Equity Incentive Plan awards were accounted for as a hybrid compensation plan, consisting of one component most closely aligned with a profit-sharing plan under ASC 710, Compensation - General, as well as other components within scope of ASC 718, Compensation - Stock Compensation, in all cases with obligations liability-classified. Accordingly, with regard to awards within scope of ASC 710, Global Atlantic recorded expense based on payouts deemed to be probable and reasonably estimable based on the book value growth of Global Atlantic at the grant date and at each reporting period. For award components subject to liability-classification under ASC 718, Global Atlantic recorded expense, net of a 0 % estimated forfeiture rate, based on the fair value of awards granted, with periodic adjustments to expense for changes in fair value, over the requisite 5 -year service period.
On January 2, 2024, KKR replaced the GA Equity Incentive Plan awards with (i) 1.3 million of Service-Vesting Awards with a remaining vesting period of approximately 2 years and approximately 0.9 million of Market Condition Awards, both of which are accounted for as equity classified awards in scope of ASC 718, and (ii) approximately $54 million in vested KKR Holdings III restricted holdings units. As such, this modification resulted in (i) a change in scope from ASC 710 to ASC 718 for a portion of the award, (ii) a change in classification from liability to equity and (iii) a corresponding reclassification of $149 million from Accrued Expenses and Other Liabilities to Additional Paid-In Capital in the consolidated statement of financial condition. No incremental expense recognition was required upon the modification of the GA Equity Incentive Plan awards, because no incremental value was transferred to the employees.
83
Notes to Financial Statements (Continued)
20. RELATED PARTY TRANSACTIONS
Due from Affiliates consists of:
| March 31, 2024 | December 31, 2023 | ||||||||||
| Amounts due from unconsolidated investment funds | $ | $ | |||||||||
| Amounts due from portfolio companies | |||||||||||
| Due from Affiliates | $ | $ | |||||||||
Due to Affiliates consists of:
| March 31, 2024 | December 31, 2023 | ||||||||||
| Amounts due to current and former employees under the tax receivable agreement | $ | $ | |||||||||
| Amounts due to unconsolidated investment funds | |||||||||||
| Due to Affiliates | $ | $ | |||||||||
84
Notes to Financial Statements (Continued)
21. SEGMENT REPORTING
KKR operates through three
•Asset Management - The asset management business offers a broad range of investment management services to investment funds, vehicles and accounts (including Global Atlantic and the Strategic Holdings segment) and provides capital markets services to portfolio companies and third parties. This reportable segment also reflects how its business lines operate collaboratively with predominantly a single expense pool.
•Insurance - The insurance business is operated by Global Atlantic, which is a leading U.S. 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 between its investment income and the cost of policyholder benefits.
•Strategic Holdings - The strategic holdings business initially represents KKR's participation in the core private equity strategy, which was previously presented in the Asset Management segment’s Principal Activities business line. This segment primarily generates income from dividends from these businesses. Dividends are presented net of management fees paid to our Asset Management segment. If KKR were to sell a portion or all of a business reported in Strategic Holdings, the realized gain or loss would be presented as realized investment income reduced by the performance fee paid to our Asset Management segment.
KKR’s segment profitability measure used to make operating decisions and assess performance across KKR’s reportable segments is presented prior to giving effect to the allocation of income (loss) among KKR & Co. Inc. and holders of any exchangeable securities, and the consolidation of the investment funds, vehicles and accounts that KKR advises, manages or sponsors (including CFEs). KKR's segment profitability measure excludes: (i) equity-based compensation charges, (ii) amortization of acquired intangibles, (iii) strategic corporate related charges and (iv) non-recurring items, if any. Strategic corporate related items arise from corporate actions and consist primarily of (i) impairments, (ii) transaction costs from strategic acquisitions, and (iii) depreciation on real estate that KKR owns and occupies. Inter-segment transactions are not eliminated from segment results when management considers those transactions in assessing the results of the respective segments. These transactions include (i) management fees earned by the Asset Management segment as the investment adviser for Global Atlantic insurance companies, (ii) management and performance fees earned by the Asset Management segment from the Strategic Holdings segment, and (iii) interest income and expense based on lending arrangements where the Asset Management segment borrows from the Insurance segment. All these inter-segment transactions are recorded by each segment based on the applicable governing agreements. Total Segment Earnings represents the total segment earnings of KKR’s Asset Management, Insurance and Strategic Holdings segments:
•Asset Management Segment Earnings is the segment profitability measure used to make operating decisions and to assess the performance of the Asset Management segment. This measure is presented before income taxes and is comprised of: (i) Fee Related Earnings, (ii) Realized Performance Income, (iii) Realized Performance Income Compensation, (iv) Realized Investment Income, and (v) Realized Investment Income Compensation. The non-operating adjustments made to derive Asset Management Segment Earnings excludes the impact of: (i) unrealized gains (losses) on investments, (ii) unrealized carried interest, and (iii) unrealized carried interest compensation. Management fees earned by KKR as the adviser, manager or sponsor for its investment funds, vehicles and accounts, including its Global Atlantic insurance companies and Strategic Holdings segment, are included in Asset Management Segment Earnings.
•Insurance Operating Earnings is the segment profitability measure used to make operating decisions and to assess the performance of the Insurance segment. This measure is presented before income taxes and is comprised of: (i) Net Investment Income, (ii) Net Cost of Insurance, and (iii) General, Administrative, and Other Expenses. The non-operating adjustments made to derive Insurance Operating Earnings excludes the impact of: (i) investment gains (losses) which include realized gains (losses) related to asset/liability matching investment strategies and unrealized investment gains (losses) and (ii) non-operating changes in policy liabilities and derivatives which includes (a) changes in the fair value of market risk benefits and other policy liabilities measured at fair value and related benefit payments, (b) fees attributed to guaranteed benefits, (c) derivatives used to manage the risks associated with policy liabilities, and (d) losses at contract issuance on payout annuities. Insurance Operating Earnings includes (i) realized gains and losses not related to asset/liability matching investment strategies and (ii) the investment management costs that are earned by our Asset Management segment as the investment adviser of the Global Atlantic insurance companies.
85
Notes to Financial Statements (Continued)
•Strategic Holdings Segment Earnings is the segment profitability measure used to make operating decisions and to assess the performance of the Strategic Holdings segment. This measure is presented before income taxes and is comprised of: Dividends, Net and Net Realized Investment Income. The non-operating adjustment made to derive Strategic Holdings Segment Earnings excludes the impact of unrealized gains (losses) on investments. Strategic Holdings Segment Earnings includes management fees and performance fee expenses that are earned by the Asset Management segment.
Modification of Segment Information
In connection with building and scaling of the core private equity strategy on KKR’s balance sheet and the acquisition of the remaining minority equity interests in Global Atlantic on January 2, 2024, KKR reevaluated the manner in which it makes operational and resource deployment decisions and assesses the overall performance of KKR's business. Effective with the first quarter of 2024, KKR has made changes with respect to the preparation of the reports used by KKR's chief operating decision makers. As a result, KKR has modified the presentation of its segment financial information with retrospective application to all prior periods presented.
The most significant changes between KKR's current segment presentation and its previous segment presentation reported prior to the first quarter of 2024, are as follows:
•Creating a new business segment, Strategic Holdings - The new segment is currently comprised of KKR’s participation in its core private equity strategy. Our participation in the core private equity strategy has scaled into a business KKR now evaluates separately from its Asset Management segment. Additionally, KKR may also acquire other long-term assets that are not part of the core private equity strategy for this segment. As of the first quarter of 2024, KKR’s participation in its core private equity strategy will no longer be reported as part of the Asset Management segment. The Asset Management segment continues to represent KKR's business separate from its insurance operations and continues to reflect how the chief operating decision makers allocate resources and assess performance in the asset management business, which includes operating collaboratively across its business lines, with predominantly a single expense pool. Effective as of the first quarter of 2024, the results of our Strategic Holdings segment will include a management fee and performance fee that is paid to our Asset Management segment for providing advisory services rather than allocating the costs borne by our Asset Management segment to support our Strategic Holdings segment. The historical amounts presented herein do not include any management or performance fees that will be charged since the governing agreement was not in place prior to the first quarter of 2024.
•Segment Earnings - Segment Earnings is the performance measure for KKR's segment profitability and is used by management in making operational decisions and to assess performance.
86
Notes to Financial Statements (Continued)
Segment Presentation
The following tables set forth information regarding KKR's segment results:
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Asset Management | ||||||||||||||
Management Fees (1)(2) | $ | $ | ||||||||||||
| Transaction and Monitoring Fees, Net | ||||||||||||||
| Fee Related Performance Revenues | ||||||||||||||
| Fee Related Compensation | ( | ( | ||||||||||||
| Other Operating Expenses | ( | ( | ||||||||||||
| Fee Related Earnings | ||||||||||||||
| Realized Performance Income | ||||||||||||||
| Realized Performance Income Compensation | ( | ( | ||||||||||||
Realized Investment Income (3) | ||||||||||||||
| Realized Investment Income Compensation | ( | ( | ||||||||||||
| Asset Management Segment Earnings | $ | $ | ||||||||||||
| Insurance | ||||||||||||||
Net Investment Income (1) (3) | $ | $ | ||||||||||||
| Net Cost of Insurance | ( | ( | ||||||||||||
| General, Administrative and Other | ( | ( | ||||||||||||
| Pre-tax Operating Earnings | ||||||||||||||
| Pre-tax Operating Earnings Attributable to Noncontrolling Interests | ( | |||||||||||||
| Insurance Segment Earnings | $ | $ | ||||||||||||
| Strategic Holdings | ||||||||||||||
Dividends, Net (2) | $ | $ | ||||||||||||
| Strategic Holdings Operating Earnings | ||||||||||||||
| Net Realized Investment Income | ||||||||||||||
| Strategic Holdings Segment Earnings | $ | $ | ||||||||||||
| Total Segment Earnings | $ | $ | ||||||||||||
(1) Includes intersegment management fees of $ | ||||||||||||||
(2) Includes intersegment management fees of $ | ||||||||||||||
(3) Includes intersegment interest expense of $ | ||||||||||||||
| As of March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Segment Assets: | ||||||||||||||
| Asset Management | $ | $ | ||||||||||||
| Insurance | ||||||||||||||
| Strategic Holdings | ||||||||||||||
| Total Segment Assets | $ | $ | ||||||||||||
| Three Months Ended March 31, | ||||||||||||||
| Non-cash expenses excluded from Segment Earnings | 2024 | 2023 | ||||||||||||
| Equity Based Compensation and Other | ||||||||||||||
| Asset Management | $ | $ | ||||||||||||
Insurance (1) | ||||||||||||||
| Total Non-cash expenses | $ | $ | ||||||||||||
(1)Amounts include the portion allocable to KKR & Co. Inc.
87
Notes to Financial Statements (Continued)
Reconciliations of Total Segment Amounts
The following tables reconcile Segment Revenues, Segment Earnings, and Segment Assets to their equivalent GAAP measure:
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Total GAAP Revenues | $ | $ | |||||||||
| Impact of Consolidation and Other | |||||||||||
| Asset Management Adjustments: | |||||||||||
| Capital Allocation-Based Income (Loss) (GAAP) | ( | ( | |||||||||
| Realized Carried Interest | |||||||||||
| Realized Investment Income - Asset Management | |||||||||||
| Capstone Fees | ( | ( | |||||||||
| Expense Reimbursements | ( | ( | |||||||||
| Strategic Holdings Adjustments: | |||||||||||
| Strategic Holdings Segment Management Fees | |||||||||||
| Insurance Adjustments: | |||||||||||
| Net Premiums | ( | ( | |||||||||
| Policy Fees | ( | ( | |||||||||
| Other Income | ( | ( | |||||||||
(Gains) Losses from Investments(1) | |||||||||||
| Non-operating Changes in Policy Liabilities and Derivatives | ( | ||||||||||
Total Segment Revenues (2) | $ | $ | |||||||||
(1)Includes gains and losses on funds withheld receivables and payables embedded derivatives.
(2)Total Segment Revenues is comprised of (i) Management Fees, (ii) Transaction and Monitoring Fees, Net, (iii) Fee Related Performance Revenues, (iv) Realized Performance Income, (v) Realized Investment Income, (vi) Net Investment Income and (vii) Dividends, Net.
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Income (Loss) Before Tax (GAAP) | $ | $ | |||||||||
| Impact of Consolidation and Other | ( | ||||||||||
| Interest Expense, Net | |||||||||||
| Asset Management Adjustments: | |||||||||||
| Unrealized (Gains) Losses | ( | ||||||||||
| Unrealized Carried Interest | ( | ( | |||||||||
| Unrealized Carried Interest Compensation | |||||||||||
| Strategic Corporate Related Charges and Other | |||||||||||
| Equity-based compensation | |||||||||||
| Equity-based compensation - Performance based | |||||||||||
| Strategic Holdings Adjustments: | |||||||||||
| Unrealized (Gains) Losses | ( | ( | |||||||||
Insurance Adjustments:(1) | |||||||||||
(Gains) Losses from Investments(1)(2) | |||||||||||
Non-operating Changes in Policy Liabilities and Derivatives(1) | |||||||||||
Equity-based and Other Compensation(1) | |||||||||||
Amortization of Acquired Intangibles(1) | |||||||||||
| Total Segment Earnings | $ | $ | |||||||||
(1)Amounts represent the portion allocable to KKR & Co. Inc.
(2)Includes gains and losses on funds withheld receivables and payables embedded derivatives.
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Notes to Financial Statements (Continued)
| As of | |||||||||||
| March 31, 2024 | March 31, 2023 | ||||||||||
| Total GAAP Assets | $ | $ | |||||||||
| Impact of Consolidation and Reclassifications | ( | ( | |||||||||
| Carry Pool Reclassifications | ( | ( | |||||||||
| Total Segment Assets | $ | $ | |||||||||
22. EQUITY
Stockholders' Equity
Common Stock
The common stock of KKR & Co. Inc. is entitled to vote as provided by its certificate of incorporation, Delaware General Corporation Law and the rules of the New York Stock Exchange ("NYSE"). Subject to preferences that apply to any shares of preferred stock outstanding at the time on which dividends are payable, the holders of common stock are entitled to receive dividends out of funds legally available if the Board of Directors, in its discretion, determines to declare dividends and then only at the times and in the amounts that the Board of Directors may determine. The common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
Series I Preferred Stock
Except for any distribution required by Delaware law to be made upon a dissolution event, the holders of Series I preferred stock do not have any economic rights to receive dividends. Series I preferred stock is entitled to vote on various matters that may be submitted to vote of the stockholders and the other matters as set forth in the certificate of incorporation. Upon a dissolution event, each holder of Series I preferred stock will be entitled to a payment equal to $0.01 per share of Series I preferred stock. The Series I preferred stock will be eliminated on the Sunset Date (as defined in Note 1 "Organization"), which is scheduled to occur not later than December 31, 2026.
Share Repurchase Program
The repurchase program does not have an expiration date. Under KKR's repurchase program, shares of common stock of KKR & Co. Inc. may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing, manner, price and amount of any repurchases will be determined by KKR in its discretion and will depend on a variety of factors, including legal requirements, price and economic and market conditions. In addition to the repurchases of common stock, the repurchase program will be used for the retirement (by cash settlement or the payment of tax withholding amounts upon net settlement) of equity awards granted pursuant to our Equity Incentive Plans representing the right to receive common stock. KKR expects that the program, which has no expiration date, will be in effect until the maximum approved dollar amount has been used. The program does not require KKR to repurchase or retire any specific number of shares of common stock or equity awards, respectively, and the program may be suspended, extended, modified or discontinued at any time. As of April 26, 2024, there was approximately $101 million remaining under the program. Subsequent to March 31, 2024, the share repurchase program has been 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 add an additional $500 million to the then remaining available amount of $50 million or less.
For the three months ended March 31, 2024 and 2023, no no
89
Notes to Financial Statements (Continued)
Change in KKR & Co. Inc.'s Ownership Interest
Vesting of restricted holdings units results in a change in ownership in KKR Group Partnership L.P., while KKR retains a controlling interest, and is accounted for as an equity transaction between the controlling and noncontrolling interests.
Noncontrolling Interests
Noncontrolling interests in consolidated entities represent the non-redeemable ownership interests in KKR that are held primarily by:
(i)third party fund investors in KKR's consolidated funds and certain other entities;
(ii)third parties in KKR's Capital Markets business line;
(iii)certain current and former employees who hold exchangeable securities; and
(iv)certain third-party investors in Global Atlantic's consolidated renewable energy entities and certain other entities.
The following table presents total noncontrolling interests:
| For the Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Beginning of Period (as previously reported for the prior period) | $ | $ | |||||||||
| Adoption of New Accounting Standard (See Note 2) | — | ||||||||||
| Balance at the beginning of the period (as revised for the prior period) | |||||||||||
| Net Income (Loss) Attributable to Noncontrolling Interests | ( | ||||||||||
| Other Comprehensive Income (Loss), net of tax | ( | ||||||||||
| Compensation Modification - Issuance of Holdings III Units (See Note 19) | — | ||||||||||
| Equity-Based Compensation (Non Cash Contribution) | |||||||||||
| 2024 GA Acquisition - Cash consideration (See Note 1) | ( | — | |||||||||
| 2024 GA Acquisition - Issuance of Holdings III Units (See Note 1) | — | ||||||||||
| Change in KKR & Co. Inc.'s Ownership - 2024 GA Acquisition | — | ||||||||||
| Change in KKR & Co. Inc.'s Ownership Interest | ( | — | |||||||||
| Capital Contributions | |||||||||||
| Capital Distributions | ( | ( | |||||||||
| Changes in Consolidation | — | ( | |||||||||
| Balance at the end of the period | $ | $ | |||||||||
90
Notes to Financial Statements (Continued)
23. REDEEMABLE NONCONTROLLING INTERESTS
Redeemable noncontrolling interests represent:
(i) Noncontrolling interests of certain KKR investment funds and vehicles that are subject to periodic redemption by fund investors following the expiration of a specified period of time, or may be withdrawn subject to a redemption fee during the period when capital may not be otherwise withdrawn. Consolidated fund investor's interests subject to redemption as described above are presented as Redeemable Noncontrolling Interests in the accompanying consolidated statements of financial condition and presented as Net Income (Loss) Attributable to Redeemable Noncontrolling Interests in the accompanying consolidated statements of operations. When redeemable amounts become legally payable to fund investors, they are classified as a liability and included in Accounts Payable, Accrued Expenses and Other Liabilities in the accompanying consolidated statements of financial condition.
(ii) Global Atlantic has redeemable noncontrolling interests related to renewable energy entities of approximately $47.0 million and $47.8 million as of March 31, 2024 and December 31, 2023, respectively, as determined by the hypothetical liquidation at book value ("HLBV") method. The estimated redemption value of redeemable noncontrolling interests is calculated as the discounted cash flows subsequent to the expected flip date of the respective renewable energy entity. The flip date represents the date at which the allocation of income and cash flows among the investors in the entity is adjusted, pursuant to the redeemable noncontrolling interest investors having achieved an agreed-upon return. The flip date of renewable energy partnerships determines when the redeemable noncontrolling interests are eligible to be redeemed. Eligible redemption dates range from January 1, 2028 to June 30, 2028. For the redeemable noncontrolling interests outstanding as of both March 31, 2024 and December 31, 2023, the estimated redemption value that would be due at the respective redemption dates is $3.2
The following table presents the calculation of Redeemable Noncontrolling Interests:
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Balance at the beginning of the period | $ | $ | |||||||||
| Net Income (Loss) Attributable to Redeemable Noncontrolling Interests | ( | ||||||||||
| Capital Contributions | |||||||||||
| Capital Distributions | ( | ( | |||||||||
| Balance at the end of the period | $ | $ | |||||||||
91
Notes to Financial Statements (Continued)
24. COMMITMENTS AND CONTINGENCIES
Funding Commitments and Others
As of March 31, 2024, KKR had unfunded commitments consisting of $7.9 billion to its investment funds and vehicles. KKR has also agreed for certain of its investment vehicles to fund or otherwise be liable for a portion of their investment losses (up to a maximum of approximately $61.1 million) and/or to provide them with liquidity upon certain termination events (the maximum amount of which is unknown until the scheduled termination date of the investment vehicle).
In addition to these uncalled commitments and funding obligations to KKR's investment funds and vehicles, KKR has entered into contractual commitments primarily with respect to underwriting transactions, debt financing, revolving credit facilities, and syndications in KKR's Capital Markets business line. As of March 31, 2024, these commitments amounted to $504.0 million. Whether these amounts are actually funded, in whole or in part, depends on the contractual terms of such commitments, including the satisfaction or waiver of any conditions to closing or funding. KKR's capital markets business has arrangements with third parties, which reduce its risk when underwriting certain debt transactions, and thus our unfunded commitments as of March 31, 2024 have been reduced to reflect the amount to be funded by such third parties. As of March 31, 2024, KKR's capital markets business line has entered into such arrangements representing a total notional amount of $4.5 billion. In the case of purchases of investments or assets in our Principal Activities business line, the amount to be funded includes amounts that are intended to be syndicated to third parties, and the actual amounts to be funded may be less.
Global Atlantic has commitments to purchase or fund investments of $3.8 billion as of March 31, 2024. These commitments include those related to mortgage loans, other lending facilities and other investments. For those commitments that represent a contractual obligation to extend credit, Global Atlantic has recorded a liability of $54.0 million for current expected credit losses as of March 31, 2024.
In addition, Global Atlantic has entered into certain forward flow agreements to purchase loans. Global Atlantic's obligations under these agreements are subject to change, curtailment, and cancellation based on various provisions including repricing mechanics, due diligence reviews, and performance or pool quality, among other factors.
Non-cancelable Operating Leases
KKR's non-cancelable operating leases consist of leases of office space around the world. There are no material rent holidays, contingent rent, rent concessions or leasehold improvement incentives associated with any of these property leases. In addition to base rentals, certain lease agreements are subject to escalation provisions and rent expense is recognized on a straight‑line basis over the term of the lease agreement.
Global Atlantic also enters into land leases for its consolidated investments in renewable energy.
Contingent Repayment Guarantees
The partnership documents governing KKR's carry-paying investment funds and vehicles generally include a "clawback" provision that, if triggered, may give rise to a contingent obligation requiring the general partner to return amounts to the fund for distribution to the fund investors at the end of the life of the fund. Under a clawback obligation, upon the liquidation of a fund, the general partner is required to return, typically on an after-tax basis, previously distributed carry to the extent that, due to the diminished performance of later investments, the aggregate amount of carry distributions received by the general partner during the term of the fund exceed the amount to which the general partner was ultimately entitled, including the effects of any performance thresholds. KKR has guaranteed its general partners' clawback obligations.
As of March 31, 2024, approximately $550 million of carried interest was subject to this clawback obligation, assuming that all applicable carry-paying funds and their alternative investment vehicles were liquidated at their March 31, 2024 fair values. Although KKR would be required to remit the entire amount to fund investors that are entitled to receive the clawback payment, KKR would be entitled to seek reimbursement of approximately $223 million of that amount from Associates Holdings, which is not a KKR subsidiary. As of March 31, 2024, Associates Holdings had access to cash reserves sufficient to reimburse the full $223 million that would be due to KKR. If the investments in all carry-paying funds were to be liquidated at zero value, the clawback obligation would have been approximately $3.7 billion, and KKR would be entitled to seek reimbursement of approximately $1.6 billion of that amount from Associates Holdings. KKR will acquire control of Associates Holdings when a subsidiary of KKR becomes its general partner upon the closing of the transactions contemplated to occur on the Sunset Date (as defined in Note 1 "Organization"), which will occur not later than December 31, 2026.
92
Notes to Financial Statements (Continued)
Carried interest is recognized in the consolidated statements of operations based on the contractual conditions set forth in the agreements governing the fund as if the fund were terminated and liquidated at the reporting date and the fund's investments were realized at the then estimated fair values. Amounts earned pursuant to carried interest are earned by the general partner of those funds to the extent that cumulative investment returns are positive and where applicable, preferred return thresholds have been met. If these investment amounts earned decrease or turn negative in subsequent periods, recognized carried interest will be reversed and to the extent that the aggregate amount of carry distributions received by the general partner during the term of the fund exceed the amount to which the general partner was ultimately entitled, a clawback obligation would be recorded. For funds that are consolidated, this clawback obligation, if any, is reflected as an increase in noncontrolling interests in the consolidated statements of financial condition. For funds that are not consolidated, this clawback obligation, if any, is reflected as a reduction of KKR's investment balance as this is where carried interest is initially recorded.
Indemnifications and Other Guarantees
Asset Management and Strategic Holdings Segment
KKR may incur contingent liabilities for claims that may be made against it in the future. KKR enters into contracts that contain a variety of representations, warranties and covenants, including indemnifications. KKR (including KFN) and certain of KKR's investment funds have provided and provide certain credit support, such as indemnities and guarantees, relating to a variety of matters, including non-recourse carve-out guarantees for fraud, willful misconduct and other wrongful acts in connection with the financing of (i) certain real estate investments that we have made, including KKR's corporate real estate, and (ii) certain investment vehicles that KKR manages or sponsors.
KKR also has provided, and provides, credit support in connection with its businesses, including:
i.to certain of its subsidiaries' obligations in connection with a limited number of investment vehicles that KKR manages,
ii.in connection with repayment and funding obligations to third-party lenders on behalf of certain employees, excluding its executive officers, in connection with their personal investments in KKR investment funds and a levered multi-asset investment vehicle,
iii.to one of its hedge fund partnerships,
iv.through a contingent guarantee of a subsidiary’s loan repayment obligations, which does not become effective unless and until its loan becomes accelerated due to certain specified events of default involving the investment vehicles managed by KJRM,
v.the obligations of our subsidiaries' funding obligations to our investment vehicles, and
vi.certain of our investment vehicles to fund or otherwise be liable for a portion of their investment losses and/or to provide them with liquidity upon certain termination events (the maximum amount of which is unknown until the scheduled termination date of the investment vehicle).
KKR may also become liable for certain fees payable to sellers of businesses or assets if a transaction does not close, subject to certain conditions, if any, specified in the acquisition agreements for such businesses or assets.
Insurance Segment
The Global Atlantic business was formerly owned by The Goldman Sachs Group, Inc. (together with its subsidiaries, "Goldman Sachs"). In connection with the separation of Global Atlantic from Goldman Sachs in 2013, Global Atlantic entered into a tax benefit payment agreement with Goldman Sachs. Under the tax benefit payment agreement, GA FinCo is obligated to make annual payments out of available cash, guaranteed by GAFG, to Goldman Sachs over an approximately 25-year period totaling $214.0 million. As of March 31, 2024, the present value of the remaining amount to be paid is $47.8 million. Although these payments are subordinated and deferrable, deferral of these payments would result in restrictions on distributions by GA FinCo and GAFG.
Unless otherwise stated above, KKR's maximum exposure under the arrangements described under this section “—Indemnifications and Other Guarantees” are currently unknown as there are no stated or notional amounts included in these arrangements and KKR's liabilities for these matters would require a claim to be made against KKR in the future.
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Notes to Financial Statements (Continued)
Legal Proceedings
From time to time, KKR (including Global Atlantic) is involved in various legal proceedings, requests for information, lawsuits, arbitration and claims incidental to the conduct of KKR's businesses. KKR's businesses are also subject to extensive regulation, which may result in regulatory or other legal proceedings against them. Moreover, in the ordinary course of business, KKR is and can be both the defendant and the plaintiff in numerous lawsuits with respect to acquisitions, bankruptcy, insolvency and other events. Such lawsuits may involve claims that adversely affect the value of certain investments owned by KKR's funds and Global Atlantic's insurance companies.
Kentucky Matter
In December 2017, KKR & Co. L.P. (which is now KKR Group Co. Inc.) and its then Co-Chief Executive Officers, Henry Kravis and George Roberts, were named as defendants in a lawsuit filed in Kentucky state court (the “2017 Action”) alleging, among other things, the violation of fiduciary and other duties in connection with certain separately managed accounts that Prisma Capital Partners LP, a former subsidiary of KKR, manages for the Kentucky Retirement Systems. Also named as defendants in the lawsuit are certain current and former trustees and officers of the Kentucky Retirement Systems, Prisma Capital Partners LP, and various other service providers to the Kentucky Retirement Systems and their related persons. The 2017 Action was dismissed at the direction of the Supreme Court of Kentucky for lack of Kentucky constitutional standing. This dismissal became final on February 16, 2024.
On July 21, 2020, the Office of the Attorney General, on behalf of the Commonwealth of Kentucky (the "Kentucky AG"), filed a new lawsuit in the same Kentucky state court (the “2020 AG Action”) making essentially the same allegations as those raised in the 2017 Action, including against what was then KKR & Co. Inc. (now KKR Group Co. Inc.) and Messrs. Kravis and Roberts. On May 1, 2024, the trial court denied motions to dismiss the 2020 AG Action filed by KKR & Co. Inc. and Messrs. Kravis and Roberts.
On April 8, 2024, after receiving permission from the Kentucky trial court in the 2020 AG Action, the Kentucky AG amended its complaint in the 2020 AG Action to add a claim for breach of contract. The Kentucky AG also filed an action (the "2024 AG Action") substantially identical to the 2020 AG Action, including the new claim for breach of contract. On April 23, 2024, KKR & Co. Inc., Messrs. Kravis and Roberts and other defendants moved to strike the Kentucky AG's amended complaint in the 2020 AG Action, to stay consideration of the breach of contract claim and the 2024 AG Action until after the trial court's ruling on the motions to dismiss the 2020 AG Action, and to deny a motion by the Kentucky AG to consolidate the 2020 AG Action and the 2024 AG Action.
In January 2021, some of the attorneys for the plaintiffs in the 2017 Action filed a new lawsuit on behalf of a new set of plaintiffs, who claim to be “Tier 3” members of Kentucky Retirement Systems (the “Tier 3 Plaintiffs”), alleging substantially the same allegations as in the 2017 Action. On July 9, 2021, the Tier 3 Plaintiffs served an amended complaint, which purports to assert, on behalf of a class of beneficiaries of Kentucky Retirement Systems, direct claims for breach of fiduciary duty and civil violations under the Racketeer Influenced and Corrupt Organizations Act (“RICO”). This complaint was removed to the U.S. District Court for the Eastern District of Kentucky, which has entered an order staying this case until the completion of the 2020 AG Action. On August 20, 2021, the Tier 3 Plaintiffs and other individual plaintiffs filed a second complaint in Kentucky state court (the “Second Tier 3 Action”), purportedly on behalf of Kentucky Retirement Systems’ funds, alleging the same claims against what was then KKR & Co. Inc. (now KKR Group Co. Inc.) and Messrs. Kravis and Roberts as in the July 9th amended complaint but without the RICO or class action allegations. On May 1, 2024, the trial court denied motions to dismiss the Second Tier 3 Action filed by KKR & Co. Inc. and Messrs. Kravis and Roberts.
On March 24, 2022, in a separate declaratory judgment action brought by the Commonwealth of Kentucky regarding the enforceability of certain indemnification provisions available to what was then KKR & Co. Inc. (now KKR Group Co. Inc.) and Prisma Capital Partners LP, the Kentucky state court concluded that it has personal jurisdiction over KKR & Co. Inc. in that action, and that the indemnification provisions violated the Kentucky Constitution and were therefore unenforceable. On December 1, 2023, the Kentucky Court of Appeals reversed the trial court’s summary judgment on the issue of personal jurisdiction over KKR & Co. Inc., but affirmed the trial court’s rulings that the indemnification provisions violated the Kentucky Constitution and were unenforceable. On February 5, 2024, the Kentucky Court of Appeals denied the petitions of KKR & Co. Inc. and others for rehearing. On April 8, 2024, KKR & Co. Inc. and other defendants in the declaratory judgment case filed motions with the Supreme Court of Kentucky for discretionary review of the Court of Appeals' December 1, 2023 decision.
KKR intends to continue to vigorously defend against these claims against KKR and Messrs. Kravis and Roberts.
Regulatory Matters
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Notes to Financial Statements (Continued)
KKR currently is, and expects to continue to become from time to time, subject to various examinations, inquiries and investigations by various U.S. and non-U.S. governmental and regulatory agencies. Such examinations, inquiries and investigations may result in the commencement of civil, criminal or administrative proceedings, or the imposition of fines, penalties, or other remedies, against KKR and its personnel. KKR is subject to periodic examinations of its regulated businesses by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to the Securities and Exchange Commission ("SEC"), Financial Industry Regulatory Authority ("FINRA"), the U.K. Financial Conduct Authority, Central Bank of Ireland, Monetary Authority of Singapore, U.S. state insurance regulatory authorities, and the Bermuda Monetary Authority. KKR may also become subject to inquiries or investigations (through a request for information, civil investigative demand, subpoena or otherwise) by any of the foregoing governmental and regulatory agencies as well as by any other U.S. or non-U.S. governmental or regulatory agency, including but not limited to the SEC, U.S. Department of Justice ("DOJ"), U.S. state attorney generals, and similar non-U.S. governmental or regulatory agencies. KKR is currently subject to investigations by the Antitrust Division of the DOJ related to antitrust matters, including civil investigative demands and a grand jury subpoena seeking information with respect to the accuracy and completeness of certain filings made by KKR pursuant to the premerger notification requirements under the Hart-Scott-Rodino Act of 1976 for certain transactions in 2021 and 2022. In addition, KKR is currently subject to an investigation by the Antitrust Division of the DOJ related to the restrictions on interlocking directorates under Section 8 of the Clayton Act. KKR is also currently subject to investigations by the SEC related to business-related electronic communications, including with respect to the preservation of text messages and similar communications on electronic messaging applications under the Investment Advisers Act of 1940. KKR is currently cooperating with each of these named investigations.
Loss Contingencies
KKR establishes an accrued liability for legal or regulatory proceedings only when those matters present loss contingencies that are both probable and reasonably estimable. KKR includes in its financial statements the amount of any reserve for regulatory, litigation and related matters that Global Atlantic includes in its financial statements. No loss contingency is recorded for matters where such losses are either not probable or reasonably estimable (or both) at the time of determination. Such matters also have the possibility of resulting in losses in excess of any amounts accrued. To the extent KKR can in any particular period estimate an aggregate range of reasonably possible losses, these decisions involve significant judgment given that it is inherently difficult to determine whether any loss for a matter is probable or even possible or to estimate the amount of any loss in many legal, governmental and regulatory matters.
Estimating an accrued liability or a reasonably possible loss involves significant judgment due to many uncertainties, including among others: (i) the proceeding may be in early stages; (ii) damages sought may be unspecified, unsupportable, unexplained or uncertain; (iii) discovery may not have been started or is incomplete; (iv) there may be uncertainty as to the outcome of pending appeals or motions; (v) there may be significant factual issues to be resolved; (vi) there may be novel legal issues or unsettled legal theories to be presented or a large number of parties; or (vii) the proceeding relates to a regulatory examination, inquiry, or investigation. It is not possible to predict the ultimate outcome of all pending litigations, arbitrations, claims, and governmental or regulatory examinations, inquiries, investigations and proceedings, and some of the matters discussed above seek or may seek potentially large or indeterminate relief. Consequently, management is unable as of the date of filing of this report to estimate an amount or range of reasonably possible losses related to matters pending against KKR. In addition, any amounts accrued as loss contingencies or disclosed as reasonably possible losses may be, in part or in whole, subject to insurance or other payments such as contributions and indemnity, which may reduce any ultimate loss.
As of the date of filing this report, management does not believe, based on currently available information, that the outcomes of the matters pending against KKR will have a material adverse effect upon its financial statements. However, given the potentially large and/or indeterminate relief sought or that may be sought in certain of these matters and the inherent unpredictability of litigations, arbitrations, claims, and governmental or regulatory examinations, inquiries, investigations and proceedings, it is possible that an adverse outcome in certain matters could have a material adverse effect on KKR's financial results in any future period. In addition, there can be no assurance that material losses will not be incurred from claims that have not yet been asserted or those where potential losses have not yet been determined to be probable or possible and reasonably estimable.
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Notes to Financial Statements (Continued)
Other Financing Arrangements
Global Atlantic has financing arrangements with unaffiliated third parties to support the reserves of its affiliated special purpose reinsurers. Total fees associated with these financing arrangements were $5.1 2.3
Other than the matters disclosed above, there were no outstanding or unpaid balances from the financing arrangements with unaffiliated third parties as of both March 31, 2024 and December 31, 2023.
25. SUBSEQUENT EVENTS
Common Stock Dividend
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements of KKR & Co. Inc., together with its consolidated subsidiaries, and the related notes included elsewhere in this report and our Annual Report, including the audited consolidated financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. In addition, this discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including those described under "Cautionary Note Regarding Forward-looking Statements" 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
We are 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. We sponsor investment funds that invest in private equity, credit and real assets and have strategic partners that manage hedge funds. Our insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic.
Our asset management business offers a broad range of investment management services to fund investors around the world. Throughout our history, we have consistently been a leader in the private equity industry, having completed approximately 740 private equity investments in portfolio companies with a total transaction value in excess of $715 billion as of March 31, 2024. 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, core private equity, and impact investments. We also provide capital markets services for our firm, our portfolio companies and third parties. Our balance sheet provides a significant source of capital in the growth and expansion of our business, and it has allowed us to further align our interests with those of our fund investors. Building on these efforts and leveraging our industry expertise and intellectual capital have allowed us to capitalize on a broader range of the opportunities we source and has also enabled the firm to establish a new reporting segment called Strategic Holdings, which is currently comprised of the firm’s participation in our core private equity strategy.
Our insurance business is operated by Global Atlantic, in which we acquired a majority controlling interest on February 1, 2021 and the remaining equity interests in Global Atlantic that KKR did not already own on January 2, 2024. Global Atlantic is a leading 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 offers individuals fixed-rate annuities, fixed-indexed annuities and targeted life products through a network of banks, broker-dealers and independent marketing organizations. Global Atlantic provides its institutional clients customized reinsurance solutions, including block, flow and pension risk transfer reinsurance, as well as funding agreements. Global Atlantic primarily generates income by earning a spread between its investment income and the cost of policyholder benefits. As of March 31, 2024, Global Atlantic served over three million policyholders.
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Asset Management
Our asset management business offers a broad range of investment management services to fund investors around the world. In our asset management business, we have five business lines: (1) Private Equity, (2) Real Assets, (3) Credit and Liquid Strategies, (4) Capital Markets, and (5) Principal Activities. In addition to the overviews of each of these business lines provided in this report, please also refer to our Annual Report. As an asset management firm, we earn fees, including 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 transaction fees from capital markets transactions. We earn additional investment income by investing our own capital alongside that of our fund investors and from other assets on our balance sheet. Carried interest we receive from our funds and certain other investment vehicles entitles us to a specified percentage of investment gains that are generated on third-party capital that is invested. The Asset Management segment continues to reflect how the chief operating decision makers allocate resources and assess performance in the asset management business, which includes operating collaboratively across asset management business lines, with predominantly a single expense pool.
Private Equity
Through our Private 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 non-controlling minority positions. In addition to our traditional private equity funds that invest in large and mid-sized companies, we sponsor funds that invest in core private equity, growth equity, and impact investments. Our Private Equity business line includes separately managed accounts that invest in multiple strategies, which may include our credit and real assets strategies, as well as our private equity strategies. These funds and accounts are managed by Kohlberg Kravis Roberts & Co. L.P., an SEC-registered investment adviser. As of March 31, 2024, our Private Equity business line had $182.8 billion of AUM, consisting of $129.5 billion in traditional private equity, $35.2 billion in core private equity and $18.1 billion in growth equity, which includes $4.5 billion of impact investments.
The table below presents information as of March 31, 2024, relating to our current private equity and other vehicles reported in our Private Equity business line for which we have the ability to earn carried interest. This data does not reflect acquisitions or disposals of investments, changes in investment values, or distributions occurring after March 31, 2024.
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| Investment Period | Amount ($ in millions) | ||||||||||||||||||||||||||||
Start Date(1) | End Date (2) | Commitment (3) | Uncalled Commitments | Invested | Realized | Remaining Cost (4) | Remaining Fair Value | Gross Accrued Carried Interest | |||||||||||||||||||||
| Private Equity Business Line | |||||||||||||||||||||||||||||
| North America Fund XIII | 8/2021 | 8/2027 | $ | 18,400 | $ | 8,219 | $ | 10,181 | $ | — | $ | 10,181 | $ | 11,710 | $ | 155 | |||||||||||||
| Americas Fund XII | 5/2017 | 5/2021 | 13,500 | 1,616 | 12,490 | 9,835 | 9,301 | 18,800 | 1,635 | ||||||||||||||||||||
| North America Fund XI | 11/2012 | 1/2017 | 8,718 | 142 | 10,055 | 22,858 | 2,571 | 3,356 | 192 | ||||||||||||||||||||
2006 Fund (5) | 9/2006 | 9/2012 | 17,642 | — | 17,309 | 37,423 | — | — | — | ||||||||||||||||||||
Millennium Fund (5) | 12/2002 | 12/2008 | 6,000 | — | 6,000 | 14,123 | — | 4 | 1 | ||||||||||||||||||||
| Ascendant Fund | 6/2022 | 6/2028 | 3,549 | 3,549 | — | — | — | — | — | ||||||||||||||||||||
| European Fund VI | 6/2022 | 6/2028 | 7,431 | 5,855 | 1,576 | — | 1,576 | 1,153 | — | ||||||||||||||||||||
| European Fund V | 7/2019 | 2/2022 | 6,339 | 658 | 5,751 | 922 | 5,572 | 7,452 | 393 | ||||||||||||||||||||
| European Fund IV | 2/2015 | 3/2019 | 3,512 | 21 | 3,643 | 5,726 | 1,621 | 2,659 | 202 | ||||||||||||||||||||
European Fund III (5) | 3/2008 | 3/2014 | 5,506 | 146 | 5,360 | 10,625 | 586 | 28 | 29 | ||||||||||||||||||||
European Fund II (5) | 11/2005 | 10/2008 | 5,751 | — | 5,751 | 8,507 | — | 25 | 5 | ||||||||||||||||||||
| Asian Fund IV | 7/2020 | 7/2026 | 14,735 | 8,322 | 6,965 | 552 | 6,810 | 9,055 | 352 | ||||||||||||||||||||
| Asian Fund III | 8/2017 | 7/2020 | 9,000 | 1,329 | 8,192 | 6,611 | 6,624 | 12,670 | 1,146 | ||||||||||||||||||||
| Asian Fund II | 10/2013 | 3/2017 | 5,825 | — | 7,494 | 6,694 | 2,697 | 2,073 | (346) | ||||||||||||||||||||
Asian Fund (5) | 7/2007 | 4/2013 | 3,983 | — | 3,974 | 8,728 | — | — | 21 | ||||||||||||||||||||
| Next Generation Technology Growth Fund III | 11/2022 | 11/2028 | 2,740 | 2,321 | 419 | — | 419 | 477 | — | ||||||||||||||||||||
| Next Generation Technology Growth Fund II | 12/2019 | 5/2022 | 2,088 | 104 | 2,181 | 548 | 1,937 | 3,062 | 220 | ||||||||||||||||||||
| Next Generation Technology Growth Fund | 3/2016 | 12/2019 | 659 | 4 | 670 | 1,148 | 276 | 1,017 | 83 | ||||||||||||||||||||
| Health Care Strategic Growth Fund II | 5/2021 | 5/2027 | 3,789 | 2,812 | 977 | — | 977 | 1,102 | — | ||||||||||||||||||||
| Health Care Strategic Growth Fund | 12/2016 | 4/2021 | 1,331 | 137 | 1,324 | 283 | 1,134 | 1,861 | 106 | ||||||||||||||||||||
| Global Impact Fund II | 6/2022 | 6/2028 | 2,704 | 1,888 | 816 | — | 816 | 726 | — | ||||||||||||||||||||
| Global Impact Fund | 2/2019 | 3/2022 | 1,242 | 223 | 1,195 | 474 | 1,018 | 1,625 | 118 | ||||||||||||||||||||
| Co-Investment Vehicles and Other | Various | Various | 20,763 | 3,358 | 17,973 | 10,274 | 12,473 | 15,419 | 1,329 | ||||||||||||||||||||
| Core Investors II | 8/2022 | 8/2027 | 11,814 | 8,963 | 2,851 | — | 2,851 | 3,049 | 6 | ||||||||||||||||||||
| Core Investors I | 2/2018 | 8/2022 | 8,500 | 44 | 9,311 | 1,038 | 8,411 | 15,951 | 12 | ||||||||||||||||||||
| Other Core Vehicles | Various | Various | 5,131 | 1,251 | 3,951 | 1,432 | 3,487 | 5,894 | 52 | ||||||||||||||||||||
Unallocated Commitments (6) | N/A | N/A | 3,989 | 3,989 | — | — | — | — | — | ||||||||||||||||||||
| Total Private Equity | $ | 194,641 | $ | 54,951 | $ | 146,409 | $ | 147,801 | $ | 81,338 | $ | 119,168 | $ | 5,711 | |||||||||||||||
(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 "—Critical Accounting Policies and Estimates - Asset Management and Strategic Holdings—Revenues."
(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 "—Critical Accounting Policies and Estimates - Asset Management and Strategic Holdings—Revenues."
(3)The commitment represents the aggregate capital commitments to the fund, including capital commitments by third-party fund investors and the general partner. Foreign currency commitments have been converted into U.S. dollars based on the exchange rate that prevailed on March 31, 2024.
(4)The remaining cost represents the initial investment of the general partner and limited partners, reduced for returns of capital.
(5)The "Invested" and "Realized" columns do not include the amounts of any realized investments that restored the unused capital commitments of the fund investors, if any.
(6)"Unallocated Commitments" represent commitments received from our strategic investor partnerships that have yet to be allocated to a particular investment strategy.
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Real Assets
Through our Real Assets business line, we manage and sponsor a group of real assets funds and accounts that invest capital in infrastructure, real estate, or energy. These funds and accounts are managed by Kohlberg Kravis Roberts & Co. L.P. or one of its subsidiaries. As of March 31, 2024, our Real Assets business line had $135.4 billion of AUM, consisting of $70.5 billion in real estate (of which $37.7 billion is real estate credit and $32.8 billion is real estate equity), $61.2 billion in infrastructure, and $3.7 billion in energy.
The table below presents information as of March 31, 2024, relating to our current real asset and other vehicles reported in our Real Assets business line for which we have the ability to earn carried interest. This data does not reflect acquisitions or disposals of investments, changes in investment values, or distributions occurring after March 31, 2024.
| Investment Period | Amount ($ in millions) | ||||||||||||||||||||||||||||
Start Date (1) | End Date (2) | Commitment (3) | Uncalled Commitments | Invested | Realized | Remaining Cost (4) | Remaining Fair Value | Gross Accrued Carried Interest | |||||||||||||||||||||
| Real Assets Business Line | |||||||||||||||||||||||||||||
| Global Infrastructure Investors IV | 8/2021 | 8/2027 | $ | 16,590 | $ | 6,860 | $ | 10,062 | $ | 332 | $ | 9,856 | $ | 11,618 | $ | 284 | |||||||||||||
| Global Infrastructure Investors III | 7/2018 | 6/2021 | 7,166 | 1,096 | 6,335 | 1,993 | 5,478 | 7,862 | 484 | ||||||||||||||||||||
| Global Infrastructure Investors II | 12/2014 | 6/2018 | 3,040 | 130 | 3,166 | 5,386 | 711 | 1,115 | 38 | ||||||||||||||||||||
| Global Infrastructure Investors | 9/2010 | 10/2014 | 1,040 | — | 1,050 | 2,228 | — | — | — | ||||||||||||||||||||
| Asia Pacific Infrastructure Investors II | 9/2022 | 9/2028 | 6,348 | 5,444 | 904 | — | 904 | 963 | — | ||||||||||||||||||||
| Asia Pacific Infrastructure Investors | 1/2020 | 9/2022 | 3,792 | 691 | 3,385 | 847 | 2,879 | 3,385 | 135 | ||||||||||||||||||||
| Diversified Core Infrastructure Fund | 12/2020 | (5) | 9,800 | 1,073 | 8,803 | 639 | 8,737 | 9,275 | — | ||||||||||||||||||||
| Real Estate Partners Americas III | 1/2021 | 1/2025 | 4,253 | 1,544 | 2,818 | 229 | 2,655 | 2,656 | — | ||||||||||||||||||||
| Real Estate Partners Americas II | 5/2017 | 12/2020 | 1,921 | 244 | 1,960 | 2,692 | 444 | 440 | 13 | ||||||||||||||||||||
| Real Estate Partners Americas | 5/2013 | 5/2017 | 1,229 | 135 | 1,024 | 1,416 | 54 | 31 | (3) | ||||||||||||||||||||
| Real Estate Partners Europe II | 3/2020 | 12/2023 | 2,061 | 510 | 1,755 | 431 | 1,451 | 1,421 | — | ||||||||||||||||||||
| Real Estate Partners Europe | 8/2015 | 12/2019 | 707 | 99 | 687 | 775 | 200 | 197 | (8) | ||||||||||||||||||||
| Asia Real Estate Partners | 7/2019 | 7/2023 | 1,682 | 401 | 1,288 | 23 | 1,245 | 1,470 | — | ||||||||||||||||||||
| Property Partners Americas | 12/2019 | (5) | 2,571 | 48 | 2,523 | 159 | 2,523 | 2,250 | — | ||||||||||||||||||||
| Real Estate Credit Opportunity Partners II | 8/2019 | 6/2023 | 950 | — | 976 | 257 | 976 | 938 | 17 | ||||||||||||||||||||
| Real Estate Credit Opportunity Partners I | 2/2017 | 4/2019 | 1,130 | 122 | 1,008 | 531 | 1,008 | 992 | 3 | ||||||||||||||||||||
| Energy Related Vehicles | Various | Various | 4,385 | 62 | 4,188 | 1,929 | 1,241 | 1,709 | 44 | ||||||||||||||||||||
| Co-Investment Vehicles and Other | Various | Various | 11,413 | 5,147 | 6,304 | 1,687 | 5,893 | 5,841 | 28 | ||||||||||||||||||||
| Total Real Assets | $ | 80,078 | $ | 23,606 | $ | 58,236 | $ | 21,554 | $ | 46,255 | $ | 52,163 | $ | 1,035 | |||||||||||||||
(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 "—Critical Accounting Policies and Estimates - Asset Management and Strategic Holdings—Revenues."
(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 "—Critical Accounting Policies and Estimates - Asset Management and Strategic Holdings—Revenues."
(3)The commitment represents the aggregate capital commitments to the fund, including capital commitments by third-party fund investors and the general partner. Foreign currency commitments have been converted into U.S. dollars based on the exchange rate that prevailed on March 31, 2024.
(4)The remaining cost represents the initial investment of the general partner and limited partners, reduced for returns of capital.
(5)Open-ended fund.
Private Equity and Real Asset Performance
The table below presents information as of March 31, 2024, relating to the historical performance of certain of our Private Equity and Real Assets investment vehicles since inception, which we believe illustrates the benefits of our investment approach. This data does not reflect additional capital raised since March 31, 2024, or acquisitions or disposals of investments, changes in investment values, or distributions occurring after that date. The information presented below is not intended to be representative of any past or future performance for any particular period other than the period presented below. Past performance is no guarantee of future results.
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Private Equity and Real Assets Business Lines Investment Funds and Other Vehicles | Commitment (2) | Invested | Realized (4) | Unrealized | Total Value | Gross IRR (5) | Net IRR (5) | Gross Multiple of Invested Capital (5) | |||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Total Investments | |||||||||||||||||||||||||||||||||||
Legacy Funds (1) | |||||||||||||||||||||||||||||||||||
| 1976 Fund | $ | 31 | $ | 31 | $ | 537 | $ | — | $ | 537 | 39.5 | % | 35.5 | % | 17.1 | ||||||||||||||||||||
| 1980 Fund | 357 | 357 | 1,828 | — | 1,828 | 29.0 | % | 25.8 | % | 5.1 | |||||||||||||||||||||||||
| 1982 Fund | 328 | 328 | 1,291 | — | 1,291 | 48.1 | % | 39.2 | % | 3.9 | |||||||||||||||||||||||||
| 1984 Fund | 1,000 | 1,000 | 5,964 | — | 5,964 | 34.5 | % | 28.9 | % | 6.0 | |||||||||||||||||||||||||
| 1986 Fund | 672 | 672 | 9,081 | — | 9,081 | 34.4 | % | 28.9 | % | 13.5 | |||||||||||||||||||||||||
| 1987 Fund | 6,130 | 6,130 | 14,949 | — | 14,949 | 12.1 | % | 8.9 | % | 2.4 | |||||||||||||||||||||||||
| 1993 Fund | 1,946 | 1,946 | 4,143 | — | 4,143 | 23.6 | % | 16.8 | % | 2.1 | |||||||||||||||||||||||||
| 1996 Fund | 6,012 | 6,012 | 12,477 | — | 12,477 | 18.0 | % | 13.3 | % | 2.1 | |||||||||||||||||||||||||
| Subtotal - Legacy Funds | 16,475 | 16,475 | 50,269 | — | 50,269 | 26.1 | % | 19.9 | % | 3.1 | |||||||||||||||||||||||||
| Included Funds | |||||||||||||||||||||||||||||||||||
| European Fund (1999) | 3,085 | 3,085 | 8,758 | — | 8,758 | 26.9 | % | 20.2 | % | 2.8 | |||||||||||||||||||||||||
| Millennium Fund (2002) | 6,000 | 6,000 | 14,123 | 4 | 14,127 | 22.0 | % | 16.1 | % | 2.4 | |||||||||||||||||||||||||
| European Fund II (2005) | 5,751 | 5,751 | 8,507 | 25 | 8,532 | 6.1 | % | 4.5 | % | 1.5 | |||||||||||||||||||||||||
| 2006 Fund (2006) | 17,642 | 17,309 | 37,423 | — | 37,423 | 11.9 | % | 9.3 | % | 2.2 | |||||||||||||||||||||||||
| Asian Fund (2007) | 3,983 | 3,974 | 8,728 | — | 8,728 | 18.9 | % | 13.6 | % | 2.2 | |||||||||||||||||||||||||
| European Fund III (2008) | 5,506 | 5,360 | 10,625 | 28 | 10,653 | 16.4 | % | 11.2 | % | 2.0 | |||||||||||||||||||||||||
| E2 Investors (Annex Fund) (2009) | 196 | 196 | 200 | — | 200 | 0.6 | % | 0.5 | % | 1.0 | |||||||||||||||||||||||||
| China Growth Fund (2010) | 1,010 | 1,010 | 1,152 | 19 | 1,171 | 3.8 | % | (0.2) | % | 1.2 | |||||||||||||||||||||||||
| Natural Resources Fund (2010) | 887 | 887 | 168 | — | 168 | (24.3) | % | (25.9) | % | 0.2 | |||||||||||||||||||||||||
| Global Infrastructure Investors (2010) | 1,040 | 1,050 | 2,228 | — | 2,228 | 17.6 | % | 15.6 | % | 2.1 | |||||||||||||||||||||||||
| North America Fund XI (2012) | 8,718 | 10,055 | 22,858 | 3,356 | 26,214 | 23.7 | % | 19.2 | % | 2.6 | |||||||||||||||||||||||||
| Asian Fund II (2013) | 5,825 | 7,494 | 6,694 | 2,073 | 8,767 | 4.5 | % | 2.9 | % | 1.2 | |||||||||||||||||||||||||
| Real Estate Partners Americas (2013) | 1,229 | 1,024 | 1,416 | 31 | 1,447 | 15.8 | % | 11.0 | % | 1.4 | |||||||||||||||||||||||||
| Energy Income and Growth Fund (2013) | 1,589 | 1,589 | 1,221 | — | 1,221 | (6.1) | % | (8.8) | % | 0.8 | |||||||||||||||||||||||||
| Global Infrastructure Investors II (2014) | 3,040 | 3,166 | 5,386 | 1,115 | 6,501 | 19.6 | % | 16.9 | % | 2.1 | |||||||||||||||||||||||||
| European Fund IV (2015) | 3,512 | 3,643 | 5,726 | 2,659 | 8,385 | 23.4 | % | 18.2 | % | 2.3 | |||||||||||||||||||||||||
| Real Estate Partners Europe (2015) | 707 | 687 | 775 | 197 | 972 | 12.0 | % | 8.9 | % | 1.4 | |||||||||||||||||||||||||
| Next Generation Technology Growth Fund (2016) | 659 | 670 | 1,148 | 1,017 | 2,165 | 31.1 | % | 26.6 | % | 3.2 | |||||||||||||||||||||||||
| Health Care Strategic Growth Fund (2016) | 1,331 | 1,324 | 283 | 1,861 | 2,144 | 18.0 | % | 12.1 | % | 1.6 | |||||||||||||||||||||||||
| Americas Fund XII (2017) | 13,500 | 12,490 | 9,835 | 18,800 | 28,635 | 24.9 | % | 20.5 | % | 2.3 | |||||||||||||||||||||||||
| Real Estate Credit Opportunity Partners (2017) | 1,130 | 1,008 | 531 | 992 | 1,523 | 9.1 | % | 7.7 | % | 1.5 | |||||||||||||||||||||||||
| Core Investment Vehicles (2017) | 25,445 | 16,113 | 2,470 | 24,894 | 27,364 | 17.3 | % | 16.2 | % | 1.7 | |||||||||||||||||||||||||
| Asian Fund III (2017) | 9,000 | 8,192 | 6,611 | 12,670 | 19,281 | 29.4 | % | 23.2 | % | 2.4 | |||||||||||||||||||||||||
| Real Estate Partners Americas II (2017) | 1,921 | 1,960 | 2,692 | 440 | 3,132 | 25.4 | % | 20.8 | % | 1.6 | |||||||||||||||||||||||||
| Global Infrastructure Investors III (2018) | 7,166 | 6,335 | 1,993 | 7,862 | 9,855 | 16.2 | % | 12.8 | % | 1.6 | |||||||||||||||||||||||||
| Global Impact Fund (2019) | 1,242 | 1,195 | 474 | 1,625 | 2,099 | 24.4 | % | 18.2 | % | 1.8 | |||||||||||||||||||||||||
| European Fund V (2019) | 6,339 | 5,751 | 922 | 7,452 | 8,374 | 15.1 | % | 11.6 | % | 1.5 | |||||||||||||||||||||||||
| Energy Income and Growth Fund II (2018) | 994 | 1,191 | 330 | 1,543 | 1,873 | 17.2 | % | 15.3 | % | 1.6 | |||||||||||||||||||||||||
| Asia Real Estate Partners (2019) | 1,682 | 1,288 | 23 | 1,470 | 1,493 | 10.4 | % | 5.4 | % | 1.2 | |||||||||||||||||||||||||
| Next Generation Technology Growth Fund II (2019) | 2,088 | 2,181 | 548 | 3,062 | 3,610 | 22.6 | % | 17.7 | % | 1.7 | |||||||||||||||||||||||||
| Real Estate Credit Opportunity Partners II (2019) | 950 | 976 | 257 | 938 | 1,195 | 10.4 | % | 7.8 | % | 1.2 | |||||||||||||||||||||||||
| Asia Pacific Infrastructure Investors (2020) | 3,792 | 3,385 | 847 | 3,385 | 4,232 | 14.8 | % | 10.4 | % | 1.3 | |||||||||||||||||||||||||
| Asian Fund IV (2020) | 14,735 | 6,965 | 552 | 9,055 | 9,607 | 19.5 | % | 12.7 | % | 1.4 | |||||||||||||||||||||||||
| Real Estate Partners Europe II (2020) | 2,061 | 1,755 | 431 | 1,421 | 1,852 | 3.4 | % | 0.3 | % | 1.1 | |||||||||||||||||||||||||
| Real Estate Partners Americas III (2021) | 4,253 | 2,818 | 229 | 2,656 | 2,885 | 1.3 | % | (1.2) | % | 1.0 | |||||||||||||||||||||||||
| Health Care Strategic Growth Fund II (2021) | 3,789 | 977 | — | 1,102 | 1,102 | 12.4 | % | (3.4) | % | 1.1 | |||||||||||||||||||||||||
| North America Fund XIII (2021) | 18,400 | 10,181 | — | 11,710 | 11,710 | 12.9 | % | 7.9 | % | 1.2 | |||||||||||||||||||||||||
Global Infrastructure Investors IV (2022) (3) | 16,590 | 10,062 | 332 | 11,618 | 11,950 | — | — | — | |||||||||||||||||||||||||||
European Fund VI (2022) (3) | 7,431 | 1,576 | — | 1,153 | 1,153 | — | — | — | |||||||||||||||||||||||||||
Global Impact Fund II (2022) (3) | 2,704 | 816 | — | 726 | 726 | — | — | — | |||||||||||||||||||||||||||
Asia Pacific Infrastructure Investors II (2022) (3) | 6,348 | 904 | — | 963 | 963 | — | — | — | |||||||||||||||||||||||||||
Next Generation Technology Growth Fund III (2022) (3) | 2,740 | 419 | — | 477 | 477 | — | — | — | |||||||||||||||||||||||||||
Ascendant Fund (2022) (3) | 3,549 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Subtotal - Included Funds | 229,559 | 172,812 | 166,496 | 138,399 | 304,895 | 16.1 | % | 12.4 | % | 1.8 | |||||||||||||||||||||||||
| All Funds | $ | 246,034 | $ | 189,287 | $ | 216,765 | $ | 138,399 | $ | 355,164 | 25.5 | % | 18.7 | % | 1.9 | ||||||||||||||||||||
(1)These funds were not contributed to KKR as part of the acquisition of the assets and liabilities of KKR & Co. (Guernsey) L.P. (formerly known as KKR Private Equity Investors, L.P.) on October 1, 2009.
(2)Where commitments are not U.S. dollar-denominated, such amounts have been converted into U.S. dollars based on the exchange rate prevailing on March 31, 2024.
(3)The gross IRR, net IRR and gross multiple of invested capital are calculated for our investment funds that made their first investment at least 24 months prior to March 31, 2024. We therefore have not calculated gross IRRs, net IRRs and gross multiples of invested capital with respect to these funds.
(4)An investment is considered realized when it has been disposed of or has otherwise generated disposition proceeds or current income that has been distributed by the relevant fund.
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(5)IRRs measure the aggregate annual compounded returns generated by a fund's investments over a holding period. Net IRRs are calculated after giving effect to the allocation of realized and unrealized carried interest and the payment of any applicable management fees and organizational expenses. Gross IRRs are calculated before giving effect to the allocation of realized and unrealized carried interest and the payment of any applicable management fees and organizational expenses.
The gross multiples of invested capital measure the aggregate value generated by a fund's investments in absolute terms. Each multiple of invested capital is calculated by adding together the total realized and unrealized values of a fund's investments and dividing by the total amount of capital invested by the fund. Such amounts do not give effect to the allocation of realized and unrealized carried interest or the payment of any applicable management fees or organizational expenses.
KKR's Private Equity and Real Assets funds may utilize third-party financing facilities to provide liquidity to such funds. The above net and gross IRRs are calculated from the time capital contributions are due from fund investors to the time fund investors receive a related distribution from the fund, and the use of such financing facilities generally decreases the amount of time that would otherwise be used to calculate IRRs, which tends to increase IRRs when fair value grows over time and decrease IRRs when fair value decreases over time. KKR's Private Equity and Real Assets funds also generally provide in certain circumstances, which vary depending on the relevant fund documents, for a portion of capital returned to investors to be restored to unused commitments as recycled capital. For KKR's Private Equity and Real Assets funds that have a preferred return, we take into account recycled capital in the calculation of IRRs and multiples of invested capital because the calculation of the preferred return includes the effect of recycled capital. For KKR's Private Equity and Real Assets funds that do not have a preferred return, we do not take recycled capital into account in the calculation of IRRs and multiples of invested capital. The inclusion of recycled capital generally causes invested and realized amounts to be higher and IRRs and multiples of invested capital to be lower than had recycled capital not been included. The inclusion of recycled capital would reduce the composite net IRR of all Included Funds by 0.1% and the composite net IRR of all Legacy Funds by 0.5% and would reduce the composite multiple of invested capital of Included Funds by less than 0.1 and the composite multiple of invested capital of Legacy Funds by 0.4.
For more information, see "Risk Factors—Risks Related to Our Investment Activities—Future results of our investments may be different than, and may not achieve the levels of, any of our historical returns" in our Annual Report.
Credit and Liquid Strategies
Through our Credit and Liquid Strategies business line, we report our credit and hedge funds platforms on a combined basis. As of March 31, 2024, our Credit and Liquid Strategies business line had $259.5 billion of AUM, comprised of $130.3 billion of assets managed in our leveraged credit strategies, $92.7 billion of assets managed in our private credit strategy, $9.2 billion of assets managed in our strategic investments group (“SIG”) strategy, and $27.3 billion of assets managed through our hedge fund platform. We manage $137.0 billion of credit investments for our Global Atlantic insurance companies. Our BDCs have approximately $15.3 billion in assets under management, which is reflected in the AUM of our leveraged credit and private credit strategies above. We report all of the assets under management of our BDCs in our AUM, but we report only a pro rata portion of the assets under management of our hedge fund partnerships based on our percentage ownership in them.
Credit
Our credit platform invests capital in a broad range of corporate debt and collateral-backed investments across asset classes and capital structures. Our credit strategies are primarily managed by KKR Credit Advisors (US) LLC, which is an SEC-registered investment adviser, KKR Credit Advisors (Ireland) Unlimited Company, which is regulated by the Central Bank of Ireland (“CBI”), KKR Credit Advisors (EMEA) LLP, which is regulated by the United Kingdom ("UK") Financial Conduct Authority (the "FCA"), and KKR Credit Advisors (Singapore) Pte. Ltd., which is regulated by the Monetary Authority of Singapore and an SEC-registered investment adviser. We also jointly own with a third party FS/KKR Advisor, LLC, an investment adviser registered with the SEC that provides investment advisory services to certain registered investment companies, including FS KKR Capital Corp. (NYSE: FSK), a publicly listed BDC and KKR FS Income Trust, a privately-offered BDC.
Our hedge funds platform consists of strategic partnerships with third-party hedge fund managers in which KKR owns a minority stake. Our hedge fund partnerships offer a range of alternative investment strategies, including long/short equity and hedge fund-of-funds.
Our credit business pursues a variety of investment strategies in leveraged credit and alternative credit.
Leveraged Credit. Our leveraged credit strategies seek to primarily invest in leveraged loans (including revolving credit facilities), CLOs, high yield bonds, structured credit, stressed securities and illiquid credits. Within leveraged credit, we manage both single-asset class and multi-asset class pools of capital. Our opportunistic credit strategy seeks to deploy capital across investment themes that seek to take advantage of credit market dislocations, spanning asset types and liquidity profiles. Our multi-asset credit strategy seeks to dynamically allocate across asset types in a broadly diversified strategy. Our revolving credit strategy invests in senior secured revolving credit facilities.
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Alternative Credit. Our alternative credit strategy consists of our (i) private credit strategies and (ii) investments overseen by our credit platform’s SIG group:
•Private Credit. Our private credit strategies focus on privately or directly originated and negotiated transactions. These strategies include direct lending typically in the senior part of a company’s capital structure, junior mezzanine debt, and asset-based finance. Through our direct lending strategy, we seek to make investments in primarily senior debt financings for middle-market companies. Through our junior mezzanine debt strategy, investments typically consist of subordinated debt, which generates a current yield, coupled with marginal equity exposure for additional upside potential. Our asset-based finance strategy focuses on portfolios of financial loans and loans backed by hard assets.
•Strategic Investments Group. This strategy seeks to provide strategic capital solutions to high quality, mid-to-large cap companies and assets. The strategy pursues investments in corporate credit as well as asset or real estate-backed credit, where we believe market volatility or other investment themes have created the opportunity to invest opportunistically across the capital structure and through market cycles to generate outsized returns with downside-protected securities. These investments may include stressed or distressed investments (including post-restructuring equity), control-oriented opportunities, rescue financing (debt or equity investments made to address covenant, maturity or liquidity issues), debtor-in-possession or exit financing and other event-driven investments in debt or equity.
Hedge Fund Platform
Our hedge fund platform consists of strategic partnerships with third-party hedge fund managers in which KKR owns a minority stake. This principally consists of a 39.6% interest in Marshall Wace LLP (together with its affiliates, "Marshall Wace"), a global alternative investment manager specializing in long/short equity products. We also own other interests in third-party hedge fund managers, including a 39.9% interest in PAAMCO Prisma Holdings, LLC, an investment manager focused on liquid alternative investment solutions, including hedge fund-of-fund portfolios.
The table below presents information as of March 31, 2024, relating to our current credit and other vehicles reported in our Credit and Liquid Strategies 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 March 31, 2024.
| Investment Period | Amount ($ in millions) | ||||||||||||||||||||||||||||
Start Date (1) | End Date (2) | Commitment (3) | Uncalled Commitments | Invested | Realized | Remaining Cost (4) | Remaining Fair Value | Gross Accrued Carried Interest | |||||||||||||||||||||
| Credit and Liquid Strategies Business Line | |||||||||||||||||||||||||||||
| Opportunities Fund II | 11/2021 | 1/2026 | $ | 2,336 | $ | 1,627 | $ | 709 | $ | 12 | $ | 709 | $ | 782 | $ | 9 | |||||||||||||
| Dislocation Opportunities Fund | 8/2019 | 11/2021 | 2,967 | 450 | 2,517 | 1,534 | 1,456 | 1,618 | 68 | ||||||||||||||||||||
| Special Situations Fund II | 2/2015 | 3/2019 | 3,525 | 284 | 3,241 | 2,412 | 1,134 | 1,191 | — | ||||||||||||||||||||
| Special Situations Fund | 1/2013 | 1/2016 | 2,274 | 1 | 2,273 | 1,804 | 426 | 320 | — | ||||||||||||||||||||
| Mezzanine Partners | 7/2010 | 3/2015 | 1,023 | 33 | 990 | 1,166 | 184 | 154 | (20) | ||||||||||||||||||||
| Asset-Based Finance Partners | 10/2020 | 7/2025 | 2,059 | 894 | 1,165 | 105 | 1,165 | 1,266 | 29 | ||||||||||||||||||||
| Private Credit Opportunities Partners II | 12/2015 | 12/2020 | 2,245 | 354 | 1,891 | 902 | 1,240 | 1,202 | — | ||||||||||||||||||||
| Lending Partners IV | 3/2022 | 9/2026 | 1,150 | 518 | 632 | 43 | 633 | 680 | 6 | ||||||||||||||||||||
| Lending Partners III | 4/2017 | 11/2021 | 1,498 | 540 | 958 | 832 | 701 | 708 | 43 | ||||||||||||||||||||
| Lending Partners II | 6/2014 | 6/2017 | 1,336 | 157 | 1,179 | 1,198 | 151 | 82 | — | ||||||||||||||||||||
| Lending Partners | 12/2011 | 12/2014 | 460 | 40 | 420 | 458 | 23 | 11 | — | ||||||||||||||||||||
| Lending Partners Europe II | 5/2019 | 9/2023 | 837 | 210 | 627 | 280 | 519 | 548 | 6 | ||||||||||||||||||||
| Lending Partners Europe | 3/2015 | 3/2019 | 848 | 184 | 662 | 470 | 184 | 176 | — | ||||||||||||||||||||
| Asia Credit Opportunities | 1/2021 | 5/2025 | 1,084 | 506 | 578 | 24 | 578 | 657 | 14 | ||||||||||||||||||||
| Other Alternative Credit Vehicles | Various | Various | 14,687 | 8,747 | 7,798 | 6,167 | 4,110 | 4,459 | 32 | ||||||||||||||||||||
| Total Credit and Liquid Strategies | $ | 38,329 | $ | 14,545 | $ | 25,640 | $ | 17,407 | $ | 13,213 | $ | 13,854 | $ | 187 | |||||||||||||||
(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 "—Critical Accounting Policies and Estimates - Asset Management and Strategic Holdings—Revenues."
(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 "—Critical Accounting Policies and Estimates - Asset Management and Strategic Holdings—Revenues."
(3)The commitment represents the aggregate capital commitments to the fund, including capital commitments by third-party fund investors and the general partner. Foreign currency commitments have been converted into U.S. dollars based on the foreign exchange rate that prevailed on March 31, 2024.
(4)The remaining cost represents the initial investment of the general partner and limited partners, reduced for returns of capital.
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The following table presents information regarding larger leveraged credit strategies managed by KKR from inception to March 31, 2024. The information presented below is not intended to be representative of any past or future performance for any particular period other than the period presented below. Past performance is no guarantee of any future result.
| Leveraged Credit Strategy | Inception Date | Gross Returns | Net Returns | Benchmark (1) | Benchmark Gross Returns | |||||||||||||||||||||||||||
Multi-Asset Credit Composite | Jul 2008 | 7.07 | % | 6.38 | % | 50% S&P/LSTA Loan Index, 50% BoAML HY Master II Index (2) | 5.67% | |||||||||||||||||||||||||
Opportunistic Credit (3) | May 2008 | 10.74 | % | 9.15 | % | 50% S&P/LSTA Loan Index, 50% BoAML HY Master II Index (3) | 5.86% | |||||||||||||||||||||||||
| Bank Loans | Apr 2011 | 5.74 | % | 5.17 | % | S&P/LSTA Loan Index (4) | 4.65% | |||||||||||||||||||||||||
| High-Yield | Apr 2011 | 6.04 | % | 5.46 | % | BoAML HY Master II Index (5) | 5.35% | |||||||||||||||||||||||||
European Leveraged Loans (6) | Sep 2009 | 4.77 | % | 4.25 | % | CS Inst West European Leveraged Loan Index (7) | 3.79% | |||||||||||||||||||||||||
European Credit Opportunities (6) | Sept 2007 | 6.83 | % | 5.64 | % | S&P European Leveraged Loans (All Loans) (8) | 4.32% | |||||||||||||||||||||||||
(1)The benchmarks referred to herein include the S&P/LSTA Leveraged Loan Index (the "S&P/LSTA Loan Index"), S&P/LSTA U.S. B/BB Ratings Loan Index (the "S&P/LSTA BB-B Loan Index"), the Bank of America Merrill Lynch High Yield Master II Index (the "BoAML HY Master II Index"), the BofA Merrill Lynch BB-B US High Yield Index (the "BoAML HY BB-B Constrained"), the Credit Suisse Institutional Western European Leveraged Loan Index (the "CS Inst West European Leveraged Loan Index"), and S&P European Leveraged Loans (All Loans). The S&P/LSTA Loan Index is a daily tradable index for the U.S. loan market that seeks to mirror the market-weighted performance of the largest institutional loans that meet certain criteria. The BoAML HY Master II Index is an index for high-yield corporate bonds. It is designed to measure the broad high-yield market, including lower-rated securities. The CS Inst West European Leveraged Loan Index contains only institutional loan facilities priced above 90, excluding TL and TLa facilities and loans rated CC, C or are in default. The S&P European Leveraged Loan Index reflects the market-weighted performance of institutional leveraged loan portfolios investing in European credits. While the returns of our leveraged credit strategies reflect the reinvestment of income and dividends, none of the indices presented in the chart above reflect such reinvestment, which has the effect of increasing the reported relative performance of these strategies as compared to the indices. Furthermore, these indices are not subject to management fees, incentive allocations, or expenses.
(2)Performance is based on a blended composite of Bank Loans, High Yield, and Structured Credit strategy accounts. The benchmark used for purposes of comparison for the Multi-Asset Credit Composite strategy is based on 65% S&P/LSTA Loan Index and 35% BoAML HY Master II Index to May 2022, and 50% S&P/LSTA Loan Index, 50% BoAML HY Master II Index, from June 2022.
(3)The Opportunistic Credit strategy invests in high-yield securities and corporate loans with no preset allocation. The benchmark used for purposes of comparison for the Opportunistic Credit strategy presented herein is based on 50% S&P/LSTA Loan Index and 50% BoAML HY Master II Index. Funds within this strategy may utilize third-party financing facilities to enhance investment returns. In cases where financing facilities are used, the amounts drawn on the facility are deducted from the assets of the fund in the calculation of net asset value, which tends to increase returns when net asset value grows over time and decrease returns when net asset value decreases over time.
(4)Performance is based on a composite of portfolios that primarily invest in leveraged loans. The benchmark used for purposes of comparison for the Bank Loans strategy is based on the S&P/LSTA Loan Index.
(5)Performance is based on a composite of portfolios that primarily invest in high-yield securities. The benchmark used for purposes of comparison for the High Yield strategy is based on the BoAML HY Master II Index.
(6)The returns presented are calculated based on local currency.
(7)Performance is based on a composite of portfolios that primarily invest in higher quality leveraged loans. The benchmark used for purposes of comparison for the European Leveraged Loans strategy is based on the CS Inst West European Leveraged Loan Index.
(8)Performance is based on a composite of portfolios that primarily invest in European institutional leveraged loans. The benchmark used for purposes of comparison for the European Credit Opportunities strategy is based on the S&P European Leveraged Loans (All Loans) Index.
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The following table presents information regarding our alternative credit investment funds where investors have capital commitments from inception to March 31, 2024. The information presented below is not intended to be representative of any past or future performance for any particular period other than the period presented below. Past performance is no guarantee of any future result.
| Amount | Fair Value of Investments | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Credit and Liquid Strategies Investment Funds | Investment Period Start Date | Commitment | Invested (1) | Realized (1) | Unrealized | Total Value | Gross IRR (2) | Net IRR (2) | Multiple of Invested Capital (3) | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in Millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Opportunities Fund II | Nov 2021 | $ | 2,336 | $ | 709 | $ | 12 | $ | 782 | $ | 794 | 18.7 | % | 12.4 | % | 1.1 | ||||||||||||||||||||||||||||||||||||||||
| Dislocation Opportunities Fund | Aug 2019 | 2,967 | 2,517 | 1,534 | 1,618 | 3,152 | 11.5 | % | 9.1 | % | 1.3 | |||||||||||||||||||||||||||||||||||||||||||||
| Special Situations Fund II | Feb 2015 | 3,525 | 3,241 | 2,412 | 1,191 | 3,603 | 2.6 | % | 0.7 | % | 1.1 | |||||||||||||||||||||||||||||||||||||||||||||
| Special Situations Fund | Jan 2013 | 2,274 | 2,273 | 1,804 | 320 | 2,124 | (1.5) | % | (3.2) | % | 0.9 | |||||||||||||||||||||||||||||||||||||||||||||
| Mezzanine Partners | July 2010 | 1,023 | 990 | 1,166 | 154 | 1,320 | 9.1 | % | 5.9 | % | 1.3 | |||||||||||||||||||||||||||||||||||||||||||||
Asset-Based Finance Partners | Oct 2020 | 2,059 | 1,165 | 105 | 1,266 | 1,371 | 15.3 | % | 11.1 | % | 1.2 | |||||||||||||||||||||||||||||||||||||||||||||
| Private Credit Opportunities Partners II | Dec 2015 | 2,245 | 1,891 | 902 | 1,202 | 2,104 | 3.1 | % | 1.3 | % | 1.1 | |||||||||||||||||||||||||||||||||||||||||||||
Lending Partners IV | Mar 2022 | 1,150 | 632 | 43 | 680 | 723 | 19.7 | % | 16.0 | % | 1.1 | |||||||||||||||||||||||||||||||||||||||||||||
| Lending Partners III | Apr 2017 | 1,498 | 958 | 832 | 708 | 1,540 | 15.2 | % | 12.5 | % | 1.6 | |||||||||||||||||||||||||||||||||||||||||||||
| Lending Partners II | Jun 2014 | 1,336 | 1,179 | 1,198 | 82 | 1,280 | 2.9 | % | 1.5 | % | 1.1 | |||||||||||||||||||||||||||||||||||||||||||||
| Lending Partners | Dec 2011 | 460 | 420 | 458 | 11 | 469 | 3.5 | % | 1.8 | % | 1.1 | |||||||||||||||||||||||||||||||||||||||||||||
| Lending Partners Europe II | May 2019 | 837 | 627 | 280 | 548 | 828 | 17.0 | % | 13.3 | % | 1.3 | |||||||||||||||||||||||||||||||||||||||||||||
| Lending Partners Europe | Mar 2015 | 848 | 662 | 470 | 176 | 646 | (0.5) | % | (2.6) | % | 1.0 | |||||||||||||||||||||||||||||||||||||||||||||
Asia Credit Opportunities | Jan 2021 | 1,084 | 578 | 24 | 657 | 681 | 15.8 | % | 11.3 | % | 1.2 | |||||||||||||||||||||||||||||||||||||||||||||
| Other Alternative Credit Vehicles | Various | 14,687 | 7,798 | 6,167 | 4,459 | 10,626 | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||||||||
| All Funds | $ | 38,329 | $ | 25,640 | $ | 17,407 | $ | 13,854 | $ | 31,261 | ||||||||||||||||||||||||||||||||||||||||||||||
(1)Recycled capital is excluded from the amounts invested and realized.
(2)These credit funds utilize third-party financing facilities to provide liquidity to such funds, and in such event IRRs are calculated from the time capital contributions are due from fund investors to the time fund investors receive a related distribution from the fund. The use of such financing facilities generally decreases the amount of invested capital that would otherwise be used to calculate IRRs, which tends to increase IRRs when fair value grows over time and decrease IRRs when fair value decreases over time. IRRs measure the aggregate annual compounded returns generated by a fund's investments over a holding period and are calculated taking into account recycled capital. Net IRRs presented are calculated after giving effect to the allocation of realized and unrealized carried interest and the payment of any applicable management fees and organizational expenses. Gross IRRs are calculated before giving effect to the allocation of carried interest and the payment of any applicable management fees and organizational expenses.
(3)The multiples of invested capital measure the aggregate value generated by a fund's investments in absolute terms. Each multiple of invested capital is calculated by adding together the total realized and unrealized values of a fund's investments and dividing by the total amount of capital invested by the investors. The use of financing facilities generally decreases the amount of invested capital that would otherwise be used to calculate multiples of invested capital, which tends to increase multiples when fair value grows over time and decrease multiples when fair value decreases over time. Such amounts do not give effect to the allocation of any realized and unrealized returns on a fund's investments to the fund's general partner pursuant to a carried interest or the payment of any applicable management fees and are calculated without taking into account recycled capital.
For additional information regarding impact of market conditions on the value and performance of our investments, see "Risk Factors—Risks Related to Our Business—Difficult market and economic conditions can, and periodically do, materially and adversely affect KKR." and "Risk Factors—Risks Related to Our Investment Activities—Future results of our investments may be different than, and may not achieve the levels of, any of our historical returns" in our Annual Report.
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The table below presents information as of March 31, 2024, based on the investment funds or other vehicles or accounts offered by our Credit and Liquid Strategies business line. Our funds, vehicles and accounts have been sorted based upon their primary investment strategies. However, the AUM and FPAUM presented for each line in the table includes certain investments from non-primary investment strategies, which are permitted by their investment mandates, for purposes of presenting the fees and other terms for such funds, vehicles and accounts.
| ($ in millions) | AUM | FPAUM | Typical Management Fee Rate | Incentive Fee / Carried Interest | Preferred Return | Duration of Capital | ||||||||||||||||||||||||||||||||
| Leveraged Credit: | ||||||||||||||||||||||||||||||||||||||
Leveraged Credit SMAs/Funds (1) | $ | 103,865 | $ | 101,493 | 0.15% - 1.30% | Various (2) | Various (2) | Subject to redemptions | ||||||||||||||||||||||||||||||
| CLOs | 26,659 | 26,659 | 0.40% - 0.50% | Various (2) | Various (2) | 10-14 Years (3) | ||||||||||||||||||||||||||||||||
| Total Leveraged Credit | 130,524 | 128,152 | ||||||||||||||||||||||||||||||||||||
Alternative Credit: (4) | ||||||||||||||||||||||||||||||||||||||
Private Credit (1) | 77,271 | 63,353 | 0.25% - 1.50% (5) | 10.00 - 20.00% | 5.00 - 8.00% | 8-15 Years (3) | ||||||||||||||||||||||||||||||||
| SIG | 9,059 | 4,511 | 0.50% - 1.75% | 10.00 - 20.00% | 7.00 - 12.00% | 7-15 Years (3) | ||||||||||||||||||||||||||||||||
| Total Alternative Credit | 86,330 | 67,864 | ||||||||||||||||||||||||||||||||||||
Hedge Funds (6) | 27,342 | 27,342 | 0.50% - 2.00% | Various (2) | Various (2) | Subject to redemptions | ||||||||||||||||||||||||||||||||
BDCs (7) | 15,309 | 15,309 | 0.60% - 0.625% | 7.00% - 8.00% | 7.00% | Indefinite | ||||||||||||||||||||||||||||||||
| Total | $ | 259,505 | $ | 238,667 | ||||||||||||||||||||||||||||||||||
(1)Includes credit investments we manage for our Global Atlantic insurance companies. This capital is perpetual in nature, not subject to an incentive fee or carried interest, and does not require a preferred return.
(2)Certain funds and CLOs are subject to a performance fee in which the manager or general partner of the funds share up to 20% of the net profits earned by investors in excess of performance hurdles (generally tied to a benchmark or index) and subject to a provision requiring the funds and vehicles to regain prior losses before any performance fee is earned.
(3)Duration of capital is measured from inception. Inception dates for CLOs were between 2013 and 2024 and for separately managed accounts and funds investing in alternative credit strategies from 2009 through 2024.
(4)Our alternative credit funds generally have investment periods of two to five years and our newer alternative credit funds generally earn management fees on invested capital throughout their lifecycle.
(5)Lower fees on uninvested capital in certain vehicles.
(6)Hedge Funds represent KKR's pro rata portion of AUM and FPAUM of our hedge fund partnerships.
(7)Represents FS KKR Capital Corp. and KKR FS Income Trust. We report all of the assets under management of these BDCs in our AUM and FPAUM.
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Capital Markets
Our Capital Markets business line is comprised of our global capital markets business, which is integrated with KKR’s asset management business lines, and serves our firm, our portfolio companies and third-party customers by developing and implementing both traditional and non-traditional capital solutions for investments or companies seeking financing. These services include arranging debt and equity financing, placing and underwriting securities offerings, and providing other types of capital markets services that result in the firm receiving fees, including underwriting, placement, transaction and syndication fees, commissions, underwriting discounts, interest payments and other compensation, which may be payable in cash or securities, in respect of the activities described above. The third-party customers of our capital markets business include multinational corporations, public and private companies, financial sponsors, mutual funds, pension funds, sovereign wealth funds, and hedge funds globally. Our capital markets business provides these third-party clients with differentiated access to capital through our distribution platform.
Our capital markets business underwrites credit facilities and arranges loan syndications and participations. When we are sole or lead arrangers of a credit facility, we may advance amounts to the borrower on behalf of other lenders, subject to repayment. When we underwrite an offering of securities on a firm commitment basis, we commit to buy and sell an issue of securities and generate revenue by purchasing the securities at a discount or for a fee. When we act in an agency capacity or best efforts basis, we generate revenue for arranging financing or placing securities with capital markets investors. We may also provide issuers with capital markets advice on capital structuring, access to markets, marketing considerations, securities pricing, and other aspects of capital markets transactions in exchange for a fee. Our capital markets business also provides syndication services in respect of co-investments in transactions participated in by KKR funds or third-party clients, which may entitle the firm to receive syndication fees, management fees and/or a carried interest.
The capital markets business has a global footprint, with local presence and licenses to carry out certain broker-dealer activities in various countries in North America, Europe, Asia-Pacific and the Middle East. Our flagship capital markets subsidiaries include KKR Capital Markets LLC, which is an SEC-registered broker-dealer and a member of the Financial Industry Regulatory Authority ("FINRA"), and KKR Capital Markets Asia Limited, a Hong Kong licensed asset manager and broker dealer licensed by the Securities and Futures Commission in Hong Kong to carry on dealing in securities, advising on securities and asset management regulated activities.
Principal Activities
Through our Principal Activities business line, we manage the firm’s own assets on our firm’s balance sheet and deploy capital to support and grow our Private Equity, Real Assets, and Credit and Liquid Strategies business lines.
Typically, the funds in our Private Equity, Real Assets, and Credit and Liquid Strategies business lines contractually require us, as general partner of the funds, to make sizable capital commitments. We believe making general partner commitments assists us in raising new funds from limited partners by demonstrating our conviction in a given fund’s strategy. Our commitments to fund capital also occurs where we are the holder of the subordinated notes or the equity tranche of investment vehicles that we sponsor, including structured transactions. We also use our balance sheet to bridge investment activity during fundraising, for example by funding investments for new funds and acquiring investments to establish a track record for new investment strategies. We also use our own capital to bridge capital selectively for our funds’ investments or finance strategic transactions, although the financial results of an acquired business may be reported in our other business lines.
Our Principal Activities business line also provides the required capital to fund the various commitments of our Capital Markets business line when underwriting or syndicating securities, or when providing term loan commitments for transactions involving our portfolio companies and for third parties. Our Principal Activities business line also holds assets that are utilized to satisfy regulatory requirements for our Capital Markets business line and risk retention requirements for certain investment vehicles.
We also make opportunistic investments through our Principal Activities business line, which include co-investments alongside our Private Equity, Real Assets and Credit and Liquid Strategies funds, as well as Principal Activities investments that do not involve our Private Equity, Real Assets, or Credit and Liquid Strategies funds.
We endeavor to use our balance sheet strategically and opportunistically to generate an attractive risk-adjusted return on equity in a manner that is consistent with our fiduciary duties, in compliance with applicable laws, and consistent with our one-firm approach.
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Prior to the creation of the Strategic Holdings segment, effective January 2, 2024, the periodic financial operating results of the firm's participation in the core private equity strategy were reported as part of this Principal Activities business line within the Asset Management segment. Beginning with this report, those financial operating results are not reflected in the Asset Management segment. See "Strategic Holdings" for further information regarding our participation in the core private equity strategy.
The chart below presents the holdings of our Principal Activities business line by asset class as of March 31, 2024, excluding our ownership of businesses reported through our Strategic Holdings segment.
Holdings by Asset Class (1)
(1)General partner commitments to our funds are included in the various asset classes shown above. Assets and revenues of other asset managers with which KKR has formed strategic partnerships where KKR does not hold more than 50% ownership interest are not included in our Principal Activities business line but are reported in the financial results of our other business lines.
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Insurance
Our insurance business is operated by Global Atlantic, which operates as a separate business with its existing brands and management team. KKR acquired a majority controlling interest in Global Atlantic on February 1, 2021 and the remainder of Global Atlantic on January 2, 2024. Since the first quarter of 2021, we have presented Global Atlantic's financial results as a separate reportable segment.
Global Atlantic is a leading retirement and life insurance company that provides a broad suite of protection, legacy and savings products to customers and reinsurance solutions to clients across individual and institutional markets. Global Atlantic focuses on target markets that it believes support issuing products that have attractive risk and return characteristics. These markets allow Global Atlantic to leverage its strength in distribution and to deploy shareholder capital opportunistically across various market environments.
Global Atlantic offers individual customers fixed-rate annuities, fixed-indexed annuities, and targeted life products primarily through a network of banks, broker-dealers, and insurance agencies. Global Atlantic provides its institutional clients customized reinsurance solutions, including block, flow and pension risk transfer ("PRT") reinsurance, as well as funding agreements. Global Atlantic’s assets generally increase when individual market sales and reinsurance transactions exceed run-off of in-force policies. Global Atlantic primarily generates income by earning a spread on assets under management, as the difference between its net investment income and the cost of policyholder benefits. Global Atlantic also earns fees paid by policyholders on certain types of contracts and fees paid by third-party investors, which are reported in the asset management segment. As of March 31, 2024, Global Atlantic served over three million policyholders.
Global Atlantic also sponsors co-investment vehicles (the "sponsored reinsurance sidecar vehicles") to participate alongside Global Atlantic in certain block, flow, PRT and other reinsurance transactions that Global Atlantic enters into during the vehicles’ respective investment period. The sponsored reinsurance sidecar vehicles provide third-party capital to support reinsurance transactions and do not get consolidated into our financial statements. As of March 31, 2024, third parties have committed capital to the sponsored reinsurance sidecar vehicles of approximately $3.5 billion, of which $2.7 billion has been deployed.
The following table represents Global Atlantic’s new business volumes by business and product for the three months ended March 31, 2024 and 2023:
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| ($ in millions) | ||||||||||||||
| Individual channel: | ||||||||||||||
| Fixed-rate annuities | $ | 2,985 | $ | 2,146 | ||||||||||
| Fixed-indexed annuities | 1,264 | 1,065 | ||||||||||||
| Variable annuities | 5 | 4 | ||||||||||||
Total retirement products(1) | $ | 4,254 | $ | 3,215 | ||||||||||
| Life insurance products | $ | — | $ | 4 | ||||||||||
| Preneed life | 69 | 75 | ||||||||||||
| Institutional channel: | ||||||||||||||
| Block | 10,162 | 79 | ||||||||||||
| Flow & pension risk transfer | 2,904 | 2,430 | ||||||||||||
Funding agreements(2) | 700 | — | ||||||||||||
Total institutional market channel(3)(4) | $ | 13,766 | $ | 2,509 | ||||||||||
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(1)New business volumes in individual markets are referred to as sales. In Global Atlantic's individual market channel, sales of annuities include all money paid into new and existing contracts. Individual market channel sales of life insurance products are based on commissionable premium and individual market channel sales for preneed life are based on the face amount of insurance. Life insurance product sales do not include the recurring premiums that policyholders may pay over time. New business volumes from individual markets channel products typically occurs throughout the year.
(2)Funding agreements new business volumes represent funding agreements issued in connection with the funding agreement backed note ("FABN") program only.
(3)Global Atlantic expects block reinsurance transactions to be episodic rather than steady quarter over quarter. Similarly, funding agreements issued in the FABN program are subject to capital markets conditions and not expected to be consistent quarter over quarter. Flow and pension risk transfer new business volumes typically occurs throughout the year.
(4)New business volumes from Global Atlantic’s institutional market channel are based on the assets assumed, net of any ceding commission, and is gross of any retrocessions to investment vehicles that participate in qualifying reinsurance transactions sourced by Global Atlantic and to other third party reinsurers.
The table below represents a breakdown of Global Atlantic’s policy liabilities by business and product type as of March 31, 2024, separated by reserves originated through its individual and institutional markets.
Reserves as of March 31, 2024 | |||||||||||||||||||||||||||||||||||
| Individual market | Institutional market(4) | Total | Ceded | Total, net | Percentage of total | ||||||||||||||||||||||||||||||
| ($ in thousands, except percentages, if applicable) | |||||||||||||||||||||||||||||||||||
Fixed-rate annuity(1) | $ | 26,821,247 | $ | 32,388,346 | $ | 59,209,593 | $ | (9,992,394) | $ | 49,217,199 | 33.3 | % | |||||||||||||||||||||||
Fixed-indexed annuity(1) | 25,292,677 | 10,307,055 | 35,599,732 | (3,960,675) | 31,639,057 | 20.0 | % | ||||||||||||||||||||||||||||
Payout annuities(1) | 507,327 | 20,708,123 | 21,215,450 | (11,382,039) | 9,833,411 | 11.9 | % | ||||||||||||||||||||||||||||
| Variable annuity | 2,498,094 | 5,790,664 | 8,288,758 | (2,337,271) | 5,951,487 | 4.7 | % | ||||||||||||||||||||||||||||
Interest sensitive life(1) | 13,709,438 | 18,427,886 | 32,137,324 | (8,632,782) | 23,504,542 | 18.1 | % | ||||||||||||||||||||||||||||
Other life insurance(2) | 3,527,954 | 4,326,395 | 7,854,349 | (3,020,930) | 4,833,419 | 4.4 | % | ||||||||||||||||||||||||||||
Funding agreements(3) | 2,050,080 | 5,641,396 | 7,691,476 | — | 7,691,476 | 4.3 | % | ||||||||||||||||||||||||||||
| Closed block and other corporate products | — | 1,053,753 | 1,053,753 | (1,003,667) | 50,086 | 0.6 | % | ||||||||||||||||||||||||||||
Other(5) | — | 4,771,423 | 4,771,423 | (3,624,142) | 1,147,281 | 2.7 | % | ||||||||||||||||||||||||||||
| Total reserves | $ | 74,406,817 | $ | 103,415,041 | $ | 177,821,858 | $ | (43,953,900) | $ | 133,867,958 | 100.0 | % | |||||||||||||||||||||||
| Total general account | $ | 72,182,932 | $ | 101,415,754 | $ | 173,598,686 | $ | (43,953,900) | $ | 129,644,786 | 97.6 | % | |||||||||||||||||||||||
| Total separate account | 2,223,885 | 1,999,287 | 4,223,172 | — | 4,223,172 | 2.4 | % | ||||||||||||||||||||||||||||
| Total reserves | $ | 74,406,817 | $ | 103,415,041 | $ | 177,821,858 | $ | (43,953,900) | $ | 133,867,958 | 100.0 | % | |||||||||||||||||||||||
(1)As of March 31, 2024, 79% of the account value in Global Atlantic's general account associated with its fixed-rate and fixed-indexed annuity products, and 39% of account value in its general account associated with universal life products was protected by surrender charges.
(2)"Other life products” includes universal life, term and whole life insurance products.
(3)"Funding agreements” includes funding agreements associated with FHLB borrowings and under Global Atlantic's FABN program.
(4)Institutional market reserves are sourced using customized reinsurance solutions such as block, flow and PRT. As of March 31, 2024, reserves sourced through block, flow and PRT transactions were $66.0 billion, $23.1 billion and $5.6 billion, respectively.
(5)“Other” includes long-term care insurance where we have ceded all mortality and morbidity risk to a third-party reinsurance company.
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Strategic Holdings
Starting with the first quarter of 2024, we are reporting a new third segment named Strategic Holdings. Our Strategic Holdings segment is currently comprised of the firm’s ownership in the businesses we acquired through our participation in our core private equity strategy. Our core private equity strategy includes third-party capital in investment funds alongside our firm’s capital. Our Asset Management segment continues to manage the investment funds that invest in our core private equity strategy, the financial results of which are not included in our Strategic Holdings segment.
Our core private equity strategy seeks to make investments in businesses that we anticipate holding for a longer period of time and that we believe have a lower anticipated risk profile than our investments in businesses through the traditional private equity strategy. For example, our core private equity strategy seeks to make investments in companies that, among other things, we believe are more stable, and typically have lower leverage over our holding period, than those companies in which our traditional private equity investments are made.
We may also acquire in the future other long-term assets that are not part of the core private equity strategy for this segment.
As of March 31, 2024, our Strategic Holdings segment consisted of our ownership stakes in 19 companies. Based on certain information made available to management as of March 31, 2024, approximately 65% of these companies are based in the Americas, 29% in Europe, and 5% in the Asia-Pacific (based on the geographic location of their headquarters). In addition, based on such information, these companies are primarily engaged in the following business sectors: approximately 33% in the Business Services sector, 29% in Consumer, 13% in Infrastructure, 13% in technology-media-telecommunications (TMT), and 13% in Healthcare.
Effective as of the first quarter of 2024, our Asset Management segment charges a quarterly management fee based on invested capital in our Strategic Holdings segment. Additionally, our Asset Management segment will charge a performance fee from the sale of our interests in the companies included in our Strategic Holdings segment. The management and performance fees are charged in order to represent the cost of providing advisory services by our Asset Management segment rather than determining the allocable costs borne by our Asset Management segment to support our Strategic Holdings segment.
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Business Environment
Our asset management (including the businesses reported in our Strategic Holdings segment) and insurance businesses are affected by the various market and economic conditions of the various countries and regions in which we operate. Market and economic conditions are expected to continue to have a substantial impact on our financial condition, results of operations and our business in various ways that we are unable to control, including our ability to make new investments, the valuations of the investments we manage, the amount of investment proceeds we realize when we exit our investments, the timing for such realization activity, our ability to fundraise or to sell our various investment and insurance products and services, and the level of our capital markets activities, as discussed in the "Risk Factors" section of our Annual Report.
During the first quarter of 2024, the United States experienced economic growth amid elevated but moderating inflation. In Europe, GDP growth in the Eurozone was positive in the first quarter of 2024 for the first time in three quarters, while inflation moderated closer to the European Central Bank’s 2% inflation target. In Asia, the two largest economies continued to experience different economic conditions during the first quarter of 2024. Japan’s economy is expected to have experienced negative growth in the first quarter of 2024 in conjunction with inflation exceeding the Bank of Japan’s inflation targets, which led the Bank of Japan to lift its base rate out of negative territory for the first time since 2013. In China, its economy grew in the first quarter of 2024 but remains subject to various headwinds, including concerns about its property sector, retail sales, and industrial output.
Several key economic indicators in the United States and in other countries and regions in which we operate include:
•GDP. In the United States, real gross domestic product (“GDP”) is estimated to have expanded by 1.6% for the quarter ended March 31, 2024, compared to an expansion of 3.4% for the quarter ended December 31, 2023. Euro Area real GDP is estimated to have increased by 0.1% for the quarter ended March 31, 2024, up from -0.1% for the quarter ended December 31, 2023. In Japan, real GDP is estimated to have decreased by 0.2% for the quarter ended March 31, 2024, down from 0.4% growth for the quarter ended December 31, 2023. Real GDP in China increased by 1.6% for the quarter ended March 31, 2024, compared to growth of 1.2% reported for the quarter ended December 31, 2023.
•Interest Rates. The effective federal funds rate set by the U.S. Federal Reserve Board was 5.33% as of March 31, 2024, unchanged from December 31, 2023. The short-term benchmark interest rate set by the European Central Bank was 4.5% as of March 31, 2024, unchanged from December 31, 2023. The short-term benchmark interest rate set by the Bank of Japan was -0.1% as of March 31, 2024, unchanged from December 31, 2023. The short-term benchmark interest rate set by The People's Bank of China was 3.45% as of March 31, 2024, unchanged from December 31, 2023.
•Inflation. The U.S. core consumer price index rose 3.8% on a year-over-year basis as of March 31, 2024, down from 3.9% on a year-over-year basis as of December 31, 2023. Euro Area core inflation was 2.9% as of March 31, 2024, down from 3.4% as of December 31, 2023. In Japan, core inflation fell to 2.2% on a year-over-year basis as of March 31, 2024, down from 2.8% on a year-over-year basis as of December 31, 2023. Core inflation in China was 0.6% on a year-over-year basis as of March 31, 2024, unchanged from 0.6% as of December 31, 2023.
•Unemployment. The U.S. unemployment rate was 3.8%% as of March 31, 2024, up from 3.7% as of December 31, 2023. Euro Area unemployment was 6.5% as of March 31, 2024, unchanged from 6.5% as of December 31, 2023. The unemployment rate in Japan was 2.6% as of March 31, 2024, up from 2.5% as of December 31, 2023. The unemployment rate in China was 5.1% as of March 31, 2024, down from 5.0% as of December 31, 2023.
Several key financial market indicators in the United States and in other countries and regions in which we operate include:
•Equity Markets. For the quarter ended March 31, 2024, the S&P 500 was up 10.6%, the MSCI Europe Index was up 8.6%, the MSCI Asia Index was up 5.1% and the MSCI World Index was up 9.0% 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 13.0 as of March 31, 2024, increasing from 12.5 as of December 31, 2023.
•Credit Markets. During the quarter ended March 31, 2024, U.S. investment grade corporate bond spreads (BofA Merrill Lynch US Corporate Index) tightened by 10 basis points. The non-investment grade credit indices were up during the quarter ended March 31, 2024 with the S&P/LSTA Leveraged Loan Index up 2.5% and the BofAML HY Master II Index up 1.5%. During the quarter ended March 31, 2024, the 10-year government bond yields rose 32 basis points in the United States, rose 27 basis points in Germany, rose 11 basis points in Japan, rose 40 basis points in the UK and fell 27 basis points in China.
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•Commodity Markets. During the quarter ended March 31, 2024, the 3-year forward price of WTI crude oil increased approximately 5.7%, and the 3-year forward price of natural gas decreased from approximately $4.44 per MMBtu to $3.82 per MMBtu as of December 31, 2023 and March 31, 2024. The Japan spot LNG import price decreased to approximately $9.45 per MMBtu as of March 31, 2024 from approximately $16.92 per MMBtu as of December 31, 2023.
•Foreign Exchange Rates. For the quarter ended March 31, 2024, the euro fell 2.3%, the British pound fell 0.8%, the Japanese yen fell 6.8%, and the Chinese renminbi fell 1.7%, respectively, relative to the U.S. dollar.
Other Trends, Uncertainties and Risks Related to Our Business
Please refer to the "Risk Factors" section of our Annual Report for important additional detail regarding risks, uncertainties and other conditions that could have a material favorable or unfavorable impact on our businesses, including the impact of market and economic conditions on valuations of investments. These risks, uncertainties and other conditions should be read in conjunction with this Business Environment section and the entire Risk Factor section of our Annual Report. In particular, see "Risks Related to Our Investment Activities—Our valuation methodologies for certain assets can be subjective, and the fair value of assets established pursuant to such subjective methodologies is uncertain and may never be realized” and “Risks Related to Our Investment Activities—Various market and 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 financial results.”
Basis of Accounting and Key Financial Measures under GAAP
We manage our business using certain financial measures and key operating metrics since we believe these metrics measure the productivity of our operating activities. We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See Note 2 “ Summary of Significant Accounting Policies” in our financial statements and “—Critical Accounting Policies and Estimates” contained in this section below. Our key Segment and non-GAAP financial measures and operating metrics are discussed below.
Key Segment and Non-GAAP Performance Measures
The following key segment and non-GAAP performance measures are used by management in making operational and resource deployment decisions as well as assessing the performance of KKR's business. They include certain financial measures that are calculated and presented using methodologies other than in accordance with GAAP. These performance measures as described below are presented prior to giving effect to the allocation of income (loss) between KKR & Co. Inc. and holders of exchangeable securities and as such represent the entire KKR business in total. In addition, these performance measures are presented without giving effect to the consolidation of certain investment funds and collateralized financing entities ("CFEs") that KKR manages.
We believe that providing these segment and non-GAAP performance measures on a supplemental basis to our GAAP results is helpful to stockholders in assessing the overall performance of KKR's business. These non-GAAP measures should not be considered as a substitute for financial measures calculated in accordance with GAAP. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP, where applicable are included under "—Segment Balance Sheet Measures—Reconciliations to GAAP Measures."
Modification of Segment Information and Non-GAAP Measures
In connection with building and scaling of the core private equity strategy on KKR’s balance sheet and the acquisition of all of the remaining equity interests in Global Atlantic on January 2, 2024, KKR reevaluated the manner in which it makes operational and resource deployment decisions and assesses the overall performance of KKR's business. Effective with the first quarter of 2024, the items detailed below have changed with respect to the preparation of the reports used by KKR's chief operating decision makers. As a result, KKR has modified the presentation of its segment financial information with retrospective application to all prior periods presented.
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The most significant changes between KKR's current segment presentation and its previous segment presentation reported prior to the first quarter of 2024, are as follows:
•Creating a new business segment, Strategic Holdings - The new segment is currently comprised of KKR’s participation in its core private equity strategy. Our participation in our core private equity has scaled into a business KKR now evaluates separately from its Asset Management segment. Additionally, KKR may also acquire other long-term assets that are not part of the core private equity strategy for this segment. As of the first quarter of 2024, KKR’s participation in its core private equity strategy will no longer be reported as part of the Asset Management segment. The Asset Management segment continues to represent KKR's business separate from its insurance operations and continues to reflect how the chief operating decision makers allocate resources and assess performance in the asset management business, which includes operating collaboratively across its business lines, with predominantly a single expense pool. Effective as of the first quarter of 2024, the results of our Strategic Holdings segment will include a management fee and performance fee that is paid to our Asset Management segment for providing advisory services rather than allocating the costs borne by our Asset Management segment to support our Strategic Holdings segment. The historical amounts presented herein do not include any management or performance fees that will be charged since the governing agreement was not in place prior to the first quarter of 2024.
•Segment Earnings - Segment Earnings is the performance measure for KKR's segment profitability and is used by management in making operational decisions and to assess performance.
Adjusted Net Income
Adjusted Net Income ("ANI") is a performance measure of KKR’s earnings, which is derived from KKR’s reported segment results. ANI is used to assess the performance of KKR’s business operations and measures the earnings potentially available for distribution to its equity holders or reinvestment into its business. ANI is equal to Total Segment Earnings less Interest Expense, Net and Other and Income Taxes on Adjusted Earnings. Interest Expense, Net and Other includes interest expense on debt obligations not attributable to any particular segment net of interest income earned on cash and short-term investments. Income Taxes on Adjusted Earnings represents the (i) amount of income taxes that would be paid assuming that all pre-tax Asset Management and Strategic Holdings segment earnings were allocated to KKR & Co. Inc. and taxed at the same effective rate, which assumes that all securities exchangeable into shares of common stock of KKR & Co. Inc. were exchanged and (ii) amount of income taxes on Insurance Operating Earnings. Income taxes on Insurance Operating Earnings represent the total current and deferred tax expense or benefit on income before taxes adjusted to eliminate the impact of the tax expense or benefit associated with the non-operating adjustments. Equity based compensation expense is excluded from ANI, because (i) KKR believes that the cost of equity awards granted to employees does not contribute to the earnings potentially available for distributions to its equity holders or reinvestment into its business and (ii) excluding this expense makes KKR’s reporting metric more comparable to the corresponding metric presented by other publicly traded companies in KKR’s industry, which KKR believes enhances an investor’s ability to compare KKR’s performance to these other companies. Income Taxes on Adjusted Earnings includes the benefit of tax deductions arising from equity-based compensation, which reduces Income Taxes on Adjusted Earnings during the period. If tax deductions from equity-based compensation were to be excluded from Income Taxes on Adjusted Earnings, KKR’s ANI would be lower and KKR’s effective tax rate would appear to be higher, even though a lower amount of income taxes would have actually been paid or payable during the period. KKR separately discloses the amount of tax deduction from equity-based compensation for the period reported and the effect of its inclusion in ANI for the period. KKR makes these adjustments when calculating ANI in order to more accurately reflect the net realized earnings that are expected to be or become available for distribution to KKR’s equity holders or reinvestment into KKR’s business. However, ANI does not represent and is not used to calculate actual dividends under KKR’s dividend policy, which is a fixed amount per period, and ANI should not be viewed as a measure of KKR’s liquidity.
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Total Segment Earnings
Total Segment Earnings is a performance measure that KKR believes is useful to stockholders as it provides a supplemental measure of our operating performance without taking into account items that KKR does not believe arise from or relate directly to KKR's operations. Total Segment Earnings excludes: (i) equity-based compensation charges, (ii) amortization of acquired intangibles, (iii) strategic corporate related charges, and (iv) non-recurring items, if any. Strategic corporate related charges arise from corporate actions and consist primarily of (i) impairments, (ii) transaction costs from strategic acquisitions, and (iii) depreciation on real estate that KKR owns and occupies. Inter-segment transactions are not eliminated from segment results when management considers those transactions in assessing the results of the respective segments. These transactions include (i) management fees earned by our Asset Management segment as the investment adviser for Global Atlantic insurance companies, (ii) management and performance fees earned by our Asset Management segment for acquiring and managing the companies included in our Strategic Holdings segment, and (iii) interest income and expense based on lending arrangements where our Asset Management segment borrows from our Insurance segment. All these inter-segment transactions are recorded by each segment based on the applicable governing agreements. Total Segment Earnings represents the total segment earnings of KKR’s Asset Management, Insurance and Strategic Holdings segments.
Asset Management Segment Earnings
Asset management segment earnings is the segment profitability measure used to make operating decisions and to assess the performance of the Asset Management segment. This measure is presented before income taxes and is comprised of: (i) Fee Related Earnings, (ii) Realized Performance Income, (iii) Realized Performance Income Compensation, (iv) Realized Investment Income, and (v) Realized Investment Income Compensation. The non-operating adjustments made to derive Asset Management Segment Earnings excludes the impact of: (i) unrealized gains (losses) on investments, (ii) unrealized carried interest, and (iii) unrealized carried interest compensation. Management fees earned by KKR as the adviser, manager or sponsor for its investment funds, vehicles and accounts, including its Global Atlantic insurance companies and Strategic Holdings segment, are included in Asset Management Segment Earnings.
Insurance Operating Earnings
Insurance Operating Earnings is the segment profitability measure used to make operating decisions and to assess the performance of the Insurance segment. This measure is presented before income taxes and is comprised of: (i) Net Investment Income, (ii) Net Cost of Insurance, and (iii) General, Administrative, and Other Expenses. The non-operating adjustments made to derive Insurance Operating Earnings excludes the impact of: (i) investment gains (losses) which include realized gains (losses) related to asset/liability matching investment strategies and unrealized investment gains (losses) and (ii) non-operating changes in policy liabilities and derivatives which includes (a) changes in the fair value of market risk benefits and other policy liabilities measured at fair value and related benefit payments, (b) fees attributed to guaranteed benefits, (c) derivatives used to manage the risks associated with policy liabilities, and (d) losses at contract issuance on payout annuities. Insurance Operating Earnings includes (i) realized gains and losses not related to asset/liability matching investment strategies and (ii) the investment management costs that are earned by our Asset Management segment as the investment adviser of the Global Atlantic insurance companies.
Strategic Holdings Segment Earnings
Strategic Holdings Segment Earnings is the segment profitability measure used to make operating decisions and to assess the performance of the Strategic Holdings segment. This measure is presented before income taxes and is comprised of: Dividends, Net and Net Realized Investment Income. The non-operating adjustment made to derive Strategic Holdings Segment Earnings excludes the impact of unrealized gains (losses) on investments. Strategic Holdings Segment Earnings includes management fees and performance fee expenses that are earned by the Asset Management segment.
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Fee Related Earnings
Fee related earnings is a performance measure used to assess the Asset Management segment’s generation of earnings from revenues that are measured and received on a more recurring basis as compared to KKR’s investing earnings. KKR believes this measure is useful to stockholders as it provides additional insight into the profitability of our fee generating asset management and capital markets businesses. FRE equals (i) Management Fees, including fees paid by the Insurance and Strategic Holdings segments to the Asset Management segment and fees paid by certain insurance co-investment vehicles, (ii) Transaction and Monitoring Fees, Net and (iii) Fee Related Performance Revenues, less (x) Fee Related Compensation, and (y) Other Operating Expenses.
Fee Related Performance Revenues refers to the realized portion of performance fees from certain AUM that has an indefinite term and for which there is no immediate requirement to return invested capital to investors upon the realization of investments. Fee related performance revenues consists of performance fees (i) expected to be received from our investment funds, vehicles and accounts on a recurring basis, and (ii) that are not dependent on a realization event involving investments held by the investment fund, vehicle or account.
Fee Related Compensation refers to the compensation expense, excluding equity-based compensation, paid from (i) Management Fees, (ii) Transaction and Monitoring Fees, Net, and (iii) Fee Related Performance Revenues.
Other Operating Expenses represents the sum of (i) occupancy and related charges and (ii) other operating expenses.
Strategic Holdings Operating Earnings
Strategic Holdings Operating Earnings is a performance measure used to assess the firm’s earnings from companies and businesses reported through its Strategic Holdings segment. Strategic Holdings Operating Earnings currently consists of earnings derived from dividends that the firm receives from businesses acquired through the firm’s participation in our core private equity strategy. Strategic Holdings Operating Earnings currently equals dividends less management fees that are earned by our Asset Management segment. This measure is used by management to assess the Strategic Holdings segment’s generation of earnings from revenues that are measured and received on a more recurring basis than, and are not dependent on, realizations from investment activities.
Total Operating Earnings
Total Operating Earnings is a performance measure that represents the sum of (i) FRE, (ii) Insurance Operating Earnings, and (iii) Strategic Holdings Operating Earnings. KKR believes this measure is useful to stockholders as it provides additional insight into the profitability of the most recurring forms of earnings from each of KKR’s segments as compared to investing earnings.
Total Investing Earnings
Total Investing Earnings is a performance measure that represents the sum of (i) Net Realized Performance Income and (ii) Net Realized Investment Income. KKR believes this measure is useful to stockholders as it provides additional insight into the earnings of KKR’s segments from the realization of investments.
Total Asset Management Segment Revenues
Total Asset Management Segment Revenues is a performance measure that represents the realized revenues of the Asset Management segment (which excludes unrealized carried interest and unrealized gains (losses) on investments) and is the sum of (i) Management Fees, (ii) Transaction and Monitoring Fees, Net, (iii) Fee Related Performance Revenues, (iv) Realized Performance Income, and (v) Realized Investment Income. Asset Management Segment Revenues excludes Realized Investment Income earned based on the performance of businesses presented in the Strategic Holdings segment. KKR believes that this performance measure is useful to stockholders as it provides additional insight into all forms of realized revenues generated by our Asset Management segment.
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Other Terms and Capital Metrics
Adjusted Shares
Adjusted shares represents shares of common stock of KKR & Co. Inc. outstanding under GAAP adjusted to include certain securities exchangeable into shares of common stock of KKR & Co. Inc. and excludes equity unvested shares granted in connection with the equity incentive awards.
Assets Under Management
Assets under management represent the assets managed (including core private equity), advised or sponsored by KKR from which KKR is entitled to receive management fees or performance income (currently or upon a future event), general partner capital, and assets managed, advised or sponsored by our strategic BDC partnership and the hedge fund and other managers in which KKR holds an ownership interest. We believe this measure is useful to stockholders as it provides additional insight into the capital raising activities of KKR and its hedge fund and other managers and the overall activity in their investment funds and other managed or sponsored capital. KKR calculates the amount of AUM as of any date as the sum of: (i) the fair value of the investments of KKR's investment funds and certain co-investment vehicles; (ii) uncalled capital commitments from these funds, including uncalled capital commitments from which KKR is currently not earning management fees or performance income; (iii) the asset value of the Global Atlantic insurance companies; (iv) the par value of outstanding CLOs; (v) KKR's pro rata portion of the AUM of hedge fund and other managers in which KKR holds an ownership interest; (vi) all of the AUM of KKR's strategic BDC partnership; (vii) the acquisition cost of invested assets of certain non-US real estate investment trusts and (viii) the value of other assets managed or sponsored by KKR. The pro rata portion of the AUM of hedge fund and other managers is calculated based on KKR’s percentage ownership interest in such entities multiplied by such entity’s respective AUM. KKR's definition of AUM (i) is not based on any definition of AUM that may be set forth in the governing documents of the investment funds, vehicles, accounts or other entities whose capital is included in this definition, (ii) includes assets for which KKR does not act as an investment adviser, and (iii) is not calculated pursuant to any regulatory definitions.
Capital Invested
Capital invested is the aggregate amount of capital invested by (i) KKR’s investment funds (including core private equity) and Global Atlantic insurance companies, (ii) KKR's Principal Activities business line as a co-investment, if any, alongside KKR’s investment funds, and (iii) KKR's Principal Activities business line in connection with a syndication transaction conducted by KKR's Capital Markets business line, if any. Capital invested is used as a measure of investment activity at KKR during a given period. We believe this measure is useful to stockholders as it provides a measure of capital deployment across KKR’s business lines. Capital invested includes investments made using investment financing arrangements like credit facilities, as applicable. Capital invested excludes (i) investments in certain leveraged credit strategies, (ii) capital invested by KKR’s Principal Activities business line that is not a co-investment alongside KKR’s investment funds, and (iii) capital invested by KKR’s Principal Activities business line that is not invested in connection with a syndication transaction by KKR’s Capital Markets business line. Capital syndicated by KKR's Capital Markets business line to third parties other than KKR’s investment funds or Principal Activities business line is not included in capital invested.
Fee Paying AUM
Fee paying AUM represents only the AUM from which KKR is entitled to receive management fees. We believe this measure is useful to stockholders as it provides additional insight into the capital base upon which KKR earns management fees. FPAUM is the sum of all of the individual fee bases that are used to calculate KKR's and its hedge fund and BDC partnership management fees and differs from AUM in the following respects: (i) assets and commitments from which KKR is not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which it is entitled to receive only performance income or is otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily in its private equity funds, are reflected based on capital commitments and invested capital as opposed to fair value because fees are not impacted by changes in the fair value of underlying investments.
Uncalled Commitments
Uncalled commitments is the aggregate amount of unfunded capital commitments that KKR’s investment funds and carry-paying co-investment vehicles (including core private equity) have received from partners to contribute capital to fund future investments, and the amount of uncalled commitments is not reduced by capital invested using borrowings under an investment fund’s subscription facility until capital is called from our fund investors. We believe this measure is useful to stockholders as it provides additional insight into the amount of capital that is available to KKR’s investment funds and carry paying co-investment vehicles to make future investments. Uncalled commitments are not reduced for investments completed using fund-level investment financing arrangements or investments we have committed to make but remain unfunded at the reporting date.
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Condensed Consolidated Results of Operations (GAAP Basis - Unaudited)
The following is a discussion of our consolidated results of operations on a GAAP basis for the three months ended March 31, 2024 and 2023. You should read this discussion in conjunction with the financial statements and related notes included elsewhere in this report. For a more detailed discussion of the factors that affected our segment results in these periods, see "—Analysis of Segment Operating Results." See "Risk Factors" in our Annual Report and "—Business Environment" for more information about factors that may impact our business, financial performance, operating results and valuations.
| Three Months Ended | |||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | |||||||||||||||
| ($ in thousands) | |||||||||||||||||
| Revenues | |||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||
| Fees and Other | $ | 693,526 | $ | 677,016 | $ | 16,510 | |||||||||||
| Capital Allocation-Based Income (Loss) | 1,262,942 | 449,018 | 813,924 | ||||||||||||||
| 1,956,468 | 1,126,034 | 830,434 | |||||||||||||||
| Insurance | |||||||||||||||||
| Net Premiums | 6,036,522 | 473,624 | 5,562,898 | ||||||||||||||
| Policy Fees | 328,947 | 313,802 | 15,145 | ||||||||||||||
| Net Investment Income | 1,519,902 | 1,300,697 | 219,205 | ||||||||||||||
| Net Investment-Related Gains (Losses) | (241,486) | (123,833) | (117,653) | ||||||||||||||
| Other Income | 56,385 | 37,158 | 19,227 | ||||||||||||||
| 7,700,270 | 2,001,448 | 5,698,822 | |||||||||||||||
| Total Revenues | 9,656,738 | 3,127,482 | 6,529,256 | ||||||||||||||
| Expenses | |||||||||||||||||
| Asset Management and Strategic Holdings | |||||||||||||||||
| Compensation and Benefits | 1,316,448 | 575,670 | 740,778 | ||||||||||||||
| Occupancy and Related Charges | 23,540 | 22,149 | 1,391 | ||||||||||||||
| General, Administrative and Other | 277,981 | 213,689 | 64,292 | ||||||||||||||
| 1,617,969 | 811,508 | 806,461 | |||||||||||||||
| Insurance | |||||||||||||||||
| Net Policy Benefits and Claims (including market risk benefit loss (gain) of $(101,760) and $146,309, respectively.) | 7,261,069 | 1,527,054 | 5,734,015 | ||||||||||||||
| Amortization of Policy Acquisition Costs | (3,752) | 44,211 | (47,963) | ||||||||||||||
| Interest Expense | 54,567 | 40,261 | 14,306 | ||||||||||||||
| Insurance Expenses | 199,236 | 225,318 | (26,082) | ||||||||||||||
| General, Administrative and Other | 183,855 | 211,731 | (27,876) | ||||||||||||||
| 7,694,975 | 2,048,575 | 5,646,400 | |||||||||||||||
| Total Expenses | 9,312,944 | 2,860,083 | 6,452,861 | ||||||||||||||
Investment Income (Loss) - Asset Management and Strategic Holdings | |||||||||||||||||
| Net Gains (Losses) from Investment Activities | 638,162 | (159,409) | 797,571 | ||||||||||||||
| Dividend Income | 245,057 | 148,167 | 96,890 | ||||||||||||||
| Interest Income | 890,102 | 728,616 | 161,486 | ||||||||||||||
| Interest Expense | (754,064) | (576,338) | (177,726) | ||||||||||||||
| Total Investment Income (Loss) | 1,019,257 | 141,036 | 878,221 | ||||||||||||||
| Income (Loss) Before Taxes | 1,363,051 | 408,435 | 954,616 | ||||||||||||||
| Income Tax Expense (Benefit) | 269,201 | 148,747 | 120,454 | ||||||||||||||
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| Three Months Ended | |||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | |||||||||||||||
| ($ in thousands) | |||||||||||||||||
| Net Income (Loss) | 1,093,850 | 259,688 | 834,162 | ||||||||||||||
| Net Income (Loss) Attributable to Redeemable Noncontrolling Interests | 32,678 | (7,303) | 39,981 | ||||||||||||||
| Net Income (Loss) Attributable to Noncontrolling Interests | 378,958 | (73,003) | 451,961 | ||||||||||||||
| Net Income (Loss) Attributable to KKR & Co. Inc. | 682,214 | 339,994 | 342,220 | ||||||||||||||
| Series C Mandatory Convertible Preferred Stock Dividends | — | 17,250 | (17,250) | ||||||||||||||
| Net Income (Loss) Attributable to KKR & Co. Inc. Common Stockholders | $ | 682,214 | $ | 322,744 | $ | 359,470 | |||||||||||
Condensed Consolidated Results of Operations (GAAP Basis - Unaudited) - Asset Management and Strategic Holdings
Revenues
For the three months ended March 31, 2024 and 2023, revenues consisted of the following:
| Three Months Ended | ||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | ||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Management Fees | $ | 486,754 | $ | 453,093 | $ | 33,661 | ||||||||||||||
| Fee Credits | (94,046) | (57,531) | (36,515) | |||||||||||||||||
| Transaction Fees | 218,618 | 209,839 | 8,779 | |||||||||||||||||
| Monitoring Fees | 48,967 | 29,853 | 19,114 | |||||||||||||||||
| Incentive Fees | 6,626 | 6,413 | 213 | |||||||||||||||||
| Expense Reimbursements | 8,093 | 15,544 | (7,451) | |||||||||||||||||
| Consulting Fees | 18,514 | 19,805 | (1,291) | |||||||||||||||||
| Total Fees and Other | 693,526 | 677,016 | 16,510 | |||||||||||||||||
| Carried Interest | 1,144,928 | 343,070 | 801,858 | |||||||||||||||||
| General Partner Capital Interest | 118,014 | 105,948 | 12,066 | |||||||||||||||||
| Total Capital Allocation-Based Income (Loss) | 1,262,942 | 449,018 | 813,924 | |||||||||||||||||
| Total Revenues | $ | 1,956,468 | $ | 1,126,034 | $ | 830,434 | ||||||||||||||
Fees and Other
Total Fees and Other for the three months ended March 31, 2024 increased compared to the three months ended March 31, 2023 primarily as a result of the increase in management fees and monitoring fees, partially offset by an increase in fee credits.
For a more detailed discussion of the factors that affected our transaction fees during the period, see "—Analysis of Asset Management Segment Operating Results."
The increase in management fees was primarily attributable to (i) management fees earned on new capital raised over the past twelve months at Ascendant Fund (a middle market focused traditional private equity strategy), at various vehicles designed for investment by individual private wealth investors, which we refer to as the "K-Series," and our Diversified Core Infrastructure fund. The increase was partially offset by a lower level of management fees from Americas Fund XII due to a step-down in the management fee rate in 2023 and a decrease in invested capital.
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Management fees due from consolidated investment funds and other vehicles are eliminated upon consolidation under GAAP. However, because these amounts are funded by, and earned from, noncontrolling interests, upon consolidation under GAAP, KKR's allocated share of the net income from the consolidated investment funds and other vehicles is increased by the amount of fees that are eliminated. Accordingly, net income (loss) attributable to KKR would be unchanged if such investment funds and other vehicles were not consolidated. For a more detailed discussion on the factors that affect our management fees during the period, see "—Analysis of Asset Management Segment Operating Results."
Fee credits increased compared to the prior period as a result of (i) a higher level of transaction fees in our Real Assets and Credit and Liquid Strategies business lines in the current period and (ii) a higher level of monitoring fees primarily due to a termination payment received in connection with the initial public offering of BrightSpring Health Services (NASDAQ: BTSG) in our Americas Fund XII during the current period. These termination payments may occur in the future; however, they are infrequent in nature and are generally correlated with the initial public offering and other realization activity in our private equity portfolio, and are expected to continue to be smaller in size and number compared to this period. Fee credits owed to consolidated investment funds and other vehicles are eliminated upon consolidation under GAAP. However, because these amounts are owed to noncontrolling interests, upon consolidation under GAAP, KKR's allocated share of the net income from the consolidated investment funds and other vehicles is decreased by the amount of fee credits that are eliminated. Accordingly, net income (loss) attributable to KKR would be unchanged if such investment funds and other vehicles were not consolidated. Transaction and monitoring fees earned from our portfolio companies are not eliminated upon consolidation because those fees are earned from companies which are not consolidated. Furthermore, transaction fees earned in our capital markets business are not shared with fund investors. Accordingly, certain transaction fees are reflected in our revenues without a corresponding fee credit.
Capital Allocation-Based Income (Loss)
Capital Allocation-Based Income (Loss) for the three months ended March 31, 2024 was positive primarily due to the net appreciation of the underlying investments at many of our unconsolidated carry earning investment funds, most notably Asian Fund III, Americas Fund XII, and Global Infrastructure Investors IV. Capital Allocation-Based Income (Loss) for the three months ended March 31, 2023 was positive primarily due to the net appreciation of the underlying investments at many of our unconsolidated carry earning investment funds, most notably Americas Fund XII, Global Infrastructure Investors III, and Asian Pacific Infrastructure Investors.
KKR calculates the carried interest that would be due to KKR for each investment fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realized as of the reporting date, irrespective of whether such amounts have been realized. Since the fair value of the underlying investments varies between reporting periods, it is necessary to make adjustments to the amounts recorded as carried interest to reflect either (a) positive performance, resulting in an increase in the carried interest allocated to the general partner or (b) negative performance that would cause the amount due to KKR to be less than the amount previously recognized, resulting in a negative adjustment to carried interest allocated to the general partner. In each case, it is necessary to calculate the carried interest on cumulative results compared to the carried interest recorded to date and to make the required positive or negative adjustments.
Investment Income (Loss)
Net Gains (Losses) from Investment Activities for the three months ended March 31, 2024
The net gains from investment activities for the three months ended March 31, 2024 were comprised of net realized losses of $(190.9) million and net unrealized gains of $829.1 million.
Investment gains and losses relating to our general partner capital interest in our unconsolidated funds are not reflected in our discussion and analysis of Net Gains (Losses) from Investment Activities. Our economics associated with these gains and losses are reflected in Capital Allocation-Based Income (Loss) as described above.
Realized Gains and Losses from Investment Activities
For the three months ended March 31, 2024, net realized losses related primarily to the (i) realized losses on the sale of Telepizza SAU (consumer products sector) and (ii) realized losses from the distribution of certain assets to third-party fund investors in certain of our consolidated energy funds. Partially offsetting these realized losses were realized gains at certain consolidated leveraged credit funds and realized gains on certain foreign exchange forward contracts.
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Unrealized Gains and Losses from Investment Activities
For the three months ended March 31, 2024, net unrealized gains were driven by (i) mark-to-market gains primarily relating to Söderberg & Partners (financial services sector), 1-800 Contacts, Inc. (health care sector) and foreign exchange forward contracts, and (ii) the reversal of previously recognized unrealized losses relating to the realization activity described above. These unrealized gains were partially offset by mark-to-market losses primarily relating to BridgeBio Pharma, Inc. (NASDAQ: BBIO), Accell Group N.V. (consumer products sector), and certain real estate and credit consolidated funds.
The factors that affect each investment strategy vary depending on the nature of the asset class and the valuation methodology employed. For the three months ended March 31, 2024, net unrealized gains were primarily generated in the following asset classes:
•Traditional private equity and core private equity, which were primarily impacted by (i) the positive returns of global equity markets and the related increase of market multiples used in the market comparables methodology for the valuation of Level III investments, and (ii) overall positive operating performance of its portfolio companies;
•Credit, which were primarily impacted by the tightening of the credit spreads during the quarter; and
•Infrastructure, which primarily benefited from the positive operating performance of certain infrastructure assets and, to a lesser extent, by the positive returns of global equity markets and the related increase of market multiples used in the market comparables methodology for the valuation of Level III investments.
Partially offsetting the gains in the asset classes above, were unrealized losses generated in real estate investments, which, notwithstanding the positive operating performance at certain properties. See "Risk Factors" in our Annual Report and "—Business Environment" for more information about the factors that may impact our business, financial performance, operating results and valuation.
Net Gains (Losses) from Investment Activities for the three months ended March 31, 2023
The net losses from investment activities for the three months ended March 31, 2023 were comprised of net realized gains of $99.4 million and net unrealized losses of $(258.8) million.
Realized Gains and Losses from Investment Activities
For the three months ended March 31, 2023, net realized gains related primarily to the sale of our investment in KnowBe4, Inc. (NASDAQ: KNBE), Flutter Entertainment PLC (LON: FLTR), and US Foods Holding Corp. (NYSE: USFD). Partially offsetting these realized gains were realized losses primarily relating to a realized loss on our alternative credit investment, Chembulk Group (transportation sector) as well as realized losses on certain foreign exchange forward contracts and losses from the sales of revolving credit facilities.
Unrealized Gains and Losses from Investment Activities
For the three months ended March 31, 2023, net unrealized losses were driven by mark-to-market losses primarily relating to (i) certain investments held by our consolidated real estate and energy funds, (ii) GenesisCare Pty Ltd. (health care sector) and Heartland Dental, LLC (health care sector), each of which are held in our consolidated core private equity funds, and (iii) debt obligations of our consolidated CLOs. These unrealized losses were partially offset by mark-to-market gains primarily relating to (i) BridgeBio Pharma, Inc., (ii) Viridor Limited (infrastructure: energy and energy transition sector) and FiberCop S.p.A (infrastructure: telecommunications infrastructure sector) held in our consolidated core private equity funds and (iii) certain investments held in our consolidated CLOs.
For a discussion of other factors that affected KKR's realized investment income, see "—Analysis of Asset Management Segment Operating Results." For additional information about net gains (losses) from investment activities, see Note 4 "Net Gains (Losses) from Investment Activities - Asset Management and Strategic Holdings" in our financial statements.
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Dividend Income
During the three months ended March 31, 2024, dividend income was primarily from (i) our investments in Exact Holding B.V. (technology sector) and FiberCop S.p.A. held through our consolidated core vehicles and (ii) certain of our consolidated real estate funds. During the three months ended March 31, 2023, dividend income was primarily from (i) certain investments held in our consolidated open-ended core infrastructure fund, Diversified Core Infrastructure Fund, (ii) certain investments held in our consolidated real estate equity and credit funds and (iii) certain investments held in our consolidated funds by our credit platform's SIG group.
Significant dividends from portfolio companies and consolidated funds are generally not recurring quarterly dividends, and while they may occur in the future, their size and frequency are variable. For a discussion of other factors that affected KKR's dividend income, see "—Analysis of Asset Management Segment Operating Results."
Interest Income
The increase in interest income during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily due to (i) the impact of closing CLOs that are consolidated subsequent to March 31, 2023, (ii) higher interest rates on floating rate investments held in consolidated CLOs and our consolidated private credit funds, and (iii) a higher level of interest income from certain of our consolidated private credit funds, related primarily to an increase in the amount of capital deployed. For a discussion of other factors that affected KKR's interest income, see "—Analysis of Asset Management Segment Operating Results."
Interest Expense
The increase in interest expense during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily due to (i) the impact of closing CLOs that are consolidated subsequent to March 31, 2023, (ii) an increase in the amount of borrowings outstanding from certain consolidated funds and other vehicles, and (iii) higher interest rates on floating rate debt obligations held in consolidated CLOs. For a discussion of other factors that affected KKR's interest expense, see "—Key Segment and Non-GAAP Performance Measures."
Expenses - Asset Management
Compensation and Benefits Expense
The increase in compensation and benefits expense during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily due to a higher level of accrued carried interest compensation resulting from (i) a higher level of carried interest from the appreciation in the value of our investment portfolio and (ii) the increase to the carry pool percentage in the current period.
General, Administrative and Other
The increase in general, administrative and other expenses during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily due to (i) a provision for legal reserve in the current period and (ii) a higher level of expenses from our consolidated investment funds and CLOs due to the impact of consolidating certain new funds and CLOs subsequent to March 31, 2023. The increase was partially offset by a lower level of placement fees.
In periods of increased fundraising and to the extent that we use third parties to assist in our capital raising efforts, our General, Administrative and Other expenses are expected to increase accordingly.
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Condensed Consolidated Results of Operations (GAAP Basis - Unaudited) - Insurance
Revenues
For the three months ended March 31, 2024 and 2023, revenues consisted of the following:
| Three Months Ended | |||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | |||||||||||||||
| ($ in thousands) | |||||||||||||||||
| Net Premiums | $ | 6,036,522 | $ | 473,624 | $ | 5,562,898 | |||||||||||
| Policy Fees | 328,947 | 313,802 | 15,145 | ||||||||||||||
| Net Investment Income | 1,519,902 | 1,300,697 | 219,205 | ||||||||||||||
| Net Investment-Related Losses | (241,486) | (123,833) | (117,653) | ||||||||||||||
| Other Income | 56,385 | 37,158 | 19,227 | ||||||||||||||
| Total Insurance Revenues | $ | 7,700,270 | $ | 2,001,448 | $ | 5,698,822 | |||||||||||
Net Premiums
Net premiums increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 primarily due to an increase in initial premiums assumed from reinsurance transactions with life contingencies or morbidity risk during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023. The increase was partially offset by higher retrocessions to third party reinsurers during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023. The initial premiums on assumed reinsurance were offset by a comparable increase in policy reserves reported within net policy benefits and claims (as discussed below under “Expenses—Net policy benefits and claims”).
Net investment income
Net investment income increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 primarily due to (i) increased average assets under management due to growth in assets in Global Atlantic's institutional market channel as a result of new reinsurance transactions and individual market channel sales and (ii) growth in portfolio yields due to higher market interest rates. The growth in portfolio yields during the three months ended March 31, 2024, was offset in part due to holding higher levels of lower yielding assets, such as cash and corporate fixed maturity securities acquired as part of recent reinsurance transactions, pending deployment into higher yielding asset classes.
Net investment-related (losses) gains
The components of net investment-related losses were as follows:
| Three Months Ended | |||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | |||||||||||||||
| ($ in thousands) | |||||||||||||||||
| Funds withheld payable embedded derivatives | $ | 95,441 | $ | (430,235) | $ | 525,676 | |||||||||||
| Equity future contracts | (63,516) | (40,825) | (22,691) | ||||||||||||||
| Foreign exchange and other derivative contracts | 35,905 | 719 | 35,186 | ||||||||||||||
| Equity index options | 257,103 | 83,887 | 173,216 | ||||||||||||||
| Interest rate contracts | (249,295) | 68,996 | (318,291) | ||||||||||||||
| Funds withheld receivable embedded derivatives | 25,330 | (30,767) | 56,097 | ||||||||||||||
| Net gains on derivative instruments | 100,968 | (348,225) | 449,193 | ||||||||||||||
| Net other investment (losses) gains | (342,454) | 224,392 | (566,846) | ||||||||||||||
| Net investment-related losses | $ | (241,486) | $ | (123,833) | $ | (117,653) | |||||||||||
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Net gains on derivative instruments
The increase in the fair value of embedded derivatives on funds withheld at interest payable for the three months ended March 31, 2024 was primarily driven by the change in fair value of the underlying investments in the funds withheld at interest payable portfolio, which is primarily comprised of fixed maturity securities (designated as trading for accounting purposes), mortgage and other loan receivables, and other investments. The underlying investments in the funds withheld at interest payable portfolio decreased in value during the three months ended March 31, 2024, and increased during the three months ended March 31, 2023 due to an increase in market interest rates for the three months ended March 31, 2024 compared to a decrease in the three months ended March 31, 2023.
The increase in the fair value of equity index options was primarily driven by the performance of the indexes upon which these options are based. Global Atlantic purchases equity index options to hedge the market risk of embedded derivatives in indexed universal life and fixed-indexed annuity products (the change in which is accounted for in net policy benefits and claims). The majority of Global Atlantic's equity index options are based on the S&P 500 Index, which had a larger increase during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
The increase in the fair value of embedded derivatives on funds withheld at interest receivable was primarily due to narrowing of credit spreads during the three months ended March 31, 2024, as compared to a widening of credit spreads during the three months ended March 31, 2023.
The decrease in the fair value of interest rate was primarily driven by an increase in market interest rates during the three months ended March 31, 2024 and a decrease in the three months ended March 31, 2023, resulting in respectively, a loss, and a gain, on interest rate contracts in the respective periods.
The decrease in the fair value of equity futures contracts was driven primarily by the performance of equity markets. Global Atlantic purchases equity futures primarily to hedge the market risk in Global Atlantic's variable annuity products which are accounted for in net policy benefits and claims. The majority of Global Atlantic's equity futures are based on the S&P 500 Index, which increased during both the three months ended March 31, 2024 and three months ended March 31, 2023, resulting in a loss on equity futures contracts in both periods.
Net other investment (losses) gains
The components of net other investment (losses) gains were as follows:
| Three Months Ended | |||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | |||||||||||||||
| ($ in thousands) | |||||||||||||||||
| Realized (losses) gains on available-for-sale fixed maturity debt securities | $ | (28,157) | $ | 3,432 | $ | (31,589) | |||||||||||
| Credit loss allowances | (102,113) | (148,429) | 46,316 | ||||||||||||||
| Impairment of available-for-sale fixed maturity debt securities due to intent to sell | — | (26,741) | 26,741 | ||||||||||||||
| Unrealized (losses) gains on fixed maturity securities classified as trading | (99,579) | 376,290 | (475,869) | ||||||||||||||
| Unrealized losses on investments accounted under a fair-value option | (42,207) | (55,773) | 13,566 | ||||||||||||||
| Unrealized (losses) gains on real estate investments recognized at fair value under investment company accounting | (78,011) | 63,192 | (141,203) | ||||||||||||||
| Realized gains on funds withheld payable at interest portfolio | 24,287 | 3,980 | 20,307 | ||||||||||||||
| Realized (losses) gains on funds withheld receivable at interest portfolio | (2,286) | 17,733 | (20,019) | ||||||||||||||
| Other | (14,388) | (9,292) | (5,096) | ||||||||||||||
| Net other investment (losses) gains | $ | (342,454) | $ | 224,392 | $ | (566,846) | |||||||||||
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The increase in net other investment losses for the three months ended March 31, 2024 as compared to net other investment gains for the three months ended March 31, 2023, were primarily due to (i) an increase in unrealized losses on fixed maturity securities classified as trading primarily as a result of an increase in market interest rates during the three months ended March 31, 2024 as compared to a decrease in market interest rates during the three months ended March 31, 2023, and (ii) an increase in unrealized losses on real estate investments at fair-value under investment company accounting due to higher discount rates and capitalization rates during the three months ended March 31, 2024.
Offsetting these increases in net other investment losses were (i) a decrease in credit loss allowances, and (ii) a decrease in intent-to-sell impairments on available-for-sale fixed maturity securities.
Expenses
Net policy benefits and claims
Net policy benefits and claims increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 primarily due to (i) an increase in the value of embedded derivatives in Global Atlantic's fixed indexed annuity products, as a result of higher equity market returns (as discussed above under "Condensed Consolidated Results of Operations (GAAP Basis - Unaudited)—Insurance—Revenues—Net investment-related (losses) gains," Global Atlantic purchases equity index options in order to hedge this risk, the fair value changes of which are accounted for in gains on derivative instruments, and generally offsetting the change in embedded derivative fair value reported in net policy benefits and claims), (ii) an increase in net flows from both individual and institutional market channel sales, (iii) higher initial reserves assumed related to new reinsurance transactions with life contingencies or morbidity risk in the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, and (iv) higher average funding costs due to higher crediting rates and the ordinary-course run-off of older business originated in a lower interest rate environment.
These increases were offset in part by (i) an increase in gains on market risk benefits due to an increase in market interest rates in the three months ended March 31, 2024, as compared to a decrease in market interest rates during the three months ended March 31, 2023, and (ii) a decrease in variable annuity market risk benefit liabilities primarily due to higher equity market returns for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
Amortization of policy acquisition costs
Amortization of policy acquisition costs decreased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 primarily due to the remeasurement of the policy liabilities associated with certain cost-of-reinsurance asset intangibles, resulting in an increase in the cost-of-reinsurance asset and a decrease in amortization.
Interest expense
Interest expense increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 primarily due to (i) a net increase in total debt outstanding, and (ii) an increase in interest expense on floating rate debt (i.e., Global Atlantic's fixed-to-floating swaps on its fixed rate debt) due to higher market interest rates during the three months ended March 31, 2024 compared to the three months ended March 31, 2023.
Insurance expenses
Insurance expenses decreased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 primarily due to a decrease in commission expenses as result of higher proportion of ceded commission expenses.
General, administrative and other
General, administrative and other decreased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 primarily due to decreased employee compensation and benefits related expenses.
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Other Condensed Consolidated Results of Operations (GAAP Basis - Unaudited)
Income Tax Expense (Benefit)
For the three months ended March 31, 2024, income tax was an expense of $269.2 million compared to an income tax expense of $148.7 million in the prior period. The increase was primarily driven by the higher level of asset management and strategic holdings income before taxes. For a discussion of factors that impacted KKR's tax provision, see Note 18 "Income Taxes" in our financial statements included elsewhere in this report.
Net Income (Loss) Attributable to Noncontrolling Interests
Net income (loss) attributable to noncontrolling interests for the three months ended March 31, 2024 relates primarily to net income (loss) attributable to: (i) exchangeable securities representing ownership interests in KKR Group Partnership until they are exchanged for common stock of KKR & Co. Inc. and (ii) third-party limited partner interests in consolidated investment funds. Net income (loss) attributable to noncontrolling interests for the three months ended March 31, 2024 was primarily due to net gains from investment activities at our consolidated investment funds.
Net Income (Loss) Attributable to KKR & Co. Inc.
Net income (loss) attributable to KKR & Co. Inc. for the three months ended March 31, 2024 increased primarily due to a higher level of capital allocation-based income and net gains from investment activities in the current period, as described above.
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Condensed Consolidated Statements of Financial Condition (GAAP Basis)
The following table provides our condensed consolidated statements of financial condition on a GAAP basis as of March 31, 2024 and December 31, 2023.
| (Amounts in thousands, except per share amounts) | ||||||||||||||
| As of | As of | |||||||||||||
| March 31, 2024 | December 31, 2023 | |||||||||||||
| Assets | ||||||||||||||
| Asset Management and Strategic Holding | ||||||||||||||
| Cash and Cash Equivalents | $ | 7,083,931 | $ | 8,393,892 | ||||||||||
| Investments | 100,693,987 | 98,634,801 | ||||||||||||
| Other Assets | 6,546,455 | 6,538,674 | ||||||||||||
| 114,324,373 | 113,567,367 | |||||||||||||
| Insurance | ||||||||||||||
| Cash and Cash Equivalents | 8,524,962 | 11,954,675 | ||||||||||||
| Investments | 157,747,170 | 141,370,323 | ||||||||||||
| Other Assets | 59,177,422 | 50,401,829 | ||||||||||||
| 225,449,554 | 203,726,827 | |||||||||||||
| Total Assets | $ | 339,773,927 | $ | 317,294,194 | ||||||||||
| Liabilities and Equity | ||||||||||||||
| Asset Management and Strategic Holdings | ||||||||||||||
| Debt Obligations | $ | 45,053,639 | $ | 44,886,870 | ||||||||||
| Other Liabilities | 9,311,591 | 8,256,514 | ||||||||||||
| 54,365,230 | 53,143,384 | |||||||||||||
| Insurance | ||||||||||||||
| Debt Obligations | 3,086,113 | 2,587,857 | ||||||||||||
| Other Liabilities | 225,410,734 | 203,184,041 | ||||||||||||
| 228,496,847 | 205,771,898 | |||||||||||||
| Total Liabilities | $ | 282,862,077 | $ | 258,915,282 | ||||||||||
| Redeemable Noncontrolling Interests | $ | 922,093 | $ | 615,427 | ||||||||||
| Stockholders' Equity | ||||||||||||||
| Stockholders' Equity - Common Stock | $ | 21,421,193 | $ | 22,858,694 | ||||||||||
| Noncontrolling Interests | 34,568,564 | 34,904,791 | ||||||||||||
| Total Equity | 55,989,757 | 57,763,485 | ||||||||||||
| Total Liabilities and Equity | $ | 339,773,927 | $ | 317,294,194 | ||||||||||
On January 2, 2024, KKR completed the 2024 GA Acquisition. Prior to becoming a wholly-owned subsidiary of KKR in the 2024 GA Acquisition, Global Atlantic was majority owned and controlled by KKR, and KKR already consolidated Global Atlantic in the consolidated financial statements of KKR & Co. Inc. The purchase price paid by KKR was approximately $2.6 billion, including the issuances of approximately $41 million of securities exchangeable for shares of KKR & Co. Inc. common stock. Global Atlantic was consolidated prior to January 2, 2024 and consequently, this transaction was accounted for as an equity transaction. At the time of the 2024 GA Acquisition, the carrying value of the noncontrolling interests held by third parties in Global Atlantic was lower than the purchase price paid by KKR, which was determined by excluding unrealized losses on its available-for-sale portfolio, which are included in accumulated other comprehensive income. As such, this transaction resulted in a decrease in KKR & Co. Inc. Stockholders’ Equity. This decrease was partially offset by net income attributable to KKR & Co. Inc. common stockholders.
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Consolidated Statements of Cash Flows (GAAP Basis)
The following is a discussion of our consolidated cash flows for the three months ended March 31, 2024 and 2023. You should read this discussion in conjunction with the financial statements and related notes included elsewhere in this report.
The consolidated statements of cash flows include the cash flows of our consolidated entities, which include certain consolidated investment funds, CLOs and certain variable interest entities formed by Global Atlantic notwithstanding the fact that we may hold only a minority economic interest in those investment funds and CFEs. The assets of our consolidated investment funds and CFEs, on a gross basis, can be substantially larger than the assets of our business and, accordingly, could have a substantial effect on the cash flows reflected in our consolidated statements of cash flows. The primary cash flow activities of our consolidated funds and CFEs involve: (i) capital contributions from fund investors; (ii) using the capital of fund investors to make investments; (iii) financing certain investments with indebtedness; (iv) generating cash flows through the realization of investments; and (v) distributing cash flows from the realization of investments to fund investors. Because our consolidated funds are treated as investment companies for accounting purposes, certain of these cash flow amounts are included in our cash flows from operations.
Net Cash Provided (Used) by Operating Activities
Our net cash provided (used) by operating activities was $1.5 billion and $(1.9) billion during the three months ended March 31, 2024 and 2023, respectively. These amounts primarily included: (i) investments purchased (asset management and strategic holdings), net of proceeds from investments (asset management and strategic holdings) of $(0.7) billion and $(4.7) billion, during the three months ended March 31, 2024 and 2023, respectively, (ii) net realized gains (losses) on asset management and strategic holdings investments of $(0.2) billion and $0.1 billion during the three months ended March 31, 2024 and 2023 respectively, (iii) change in unrealized gains (losses) on investments (asset management and strategic holdings) of $0.8 billion and $(0.3) billion during the three months ended March 31, 2024 and 2023, respectively, (iv) capital allocation-based income (loss) (asset management and strategic holdings) of $1.3 billion and $0.4 billion during the three months ended March 31, 2024 and 2023, respectively, (v) net investment and policy liability-related gains (losses) (insurance) of $(0.6) billion and $(1.0) billion during the three months ended March 31, 2024 and 2023, respectively, and (vi) interest credited to policyholder account balances (net of policy fees) (insurance) of $0.9 billion and $0.6 billion during the three months ended March 31, 2024, and 2023, respectively. Investment funds are investment companies under GAAP and reflect their investments and other financial instruments at fair value.
Net Cash Provided (Used) by Investing Activities
Our net cash provided (used) by investing activities was $(6.2) billion and $(3.8) billion during the three months ended March 31, 2024 and 2023, respectively. Our investing activities included: (i) investments purchased (insurance), net of proceeds from investments (insurance), of $(6.2) billion and $(3.8) billion during the three months ended March 31, 2024 and 2023, respectively, and (ii) the purchase of fixed assets of $(17.3) million and $(23.2) million during the three months ended March 31, 2024 and 2023, respectively.
Net Cash Provided (Used) by Financing Activities
Our net cash provided (used) by financing activities was $45.0 million and $2.1 billion during the three months ended March 31, 2024 and 2023, respectively. Our financing activities primarily included: (i) contributions from, net of distributions to, our noncontrolling and redeemable noncontrolling interests of $(23.8) million and $0.6 billion during the three months ended March 31, 2024 and 2023, respectively, (ii) proceeds received, net of repayment of debt obligations, of $0.8 billion and $1.5 billion during the three months ended March 31, 2024 and 2023, respectively, (iii) additions to, net of withdrawals from, contractholder deposit funds (insurance) of $2.6 billion and $0.5 billion during the three months ended March 31, 2024 and 2023, respectively, (iv) cash consideration for the 2024 GA Acquisition of $(2.6) billion during the three months ended March 31, 2024, (v) reinsurance transactions, net of cash provided (insurance) of $12.2 million and $79.5 million during the three months ended March 31, 2024 and 2023, respectively, (vi) common stock dividends of $(146.0) million and $(133.5) million during the three months ended March 31, 2024 and 2023, respectively, and (vii) Series C Mandatory Convertible Preferred Stock dividends of $(17.3) million during the three months ended March 31, 2023.
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Analysis of Segment Operating Results
The following is a discussion of the results of our business on a segment basis for the three months ended March 31, 2024, and 2023. You should read this discussion in conjunction with the information included under "—Key Segment and Non-GAAP Performance Measures" and the financial statements and related notes included elsewhere in this report. See "Risk Factors" in our Annual Report and "—Business Environment" for more information about factors that may impact our business, financial performance, operating results and valuations.
Analysis of Asset Management Segment Operating Results
The following tables set forth information regarding KKR's asset management segment operating results and certain key capital metrics for the three months ended March 31, 2024 and 2023:
| Three Months Ended | ||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | ||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Management Fees | $ | 815,327 | $ | 738,156 | $ | 77,171 | ||||||||||||||
| Transaction and Monitoring Fees, Net | 152,084 | 142,179 | 9,905 | |||||||||||||||||
| Fee Related Performance Revenues | 19,101 | 21,741 | (2,640) | |||||||||||||||||
| Fee Related Compensation | (172,640) | (203,094) | 30,454 | |||||||||||||||||
| Other Operating Expenses | (145,131) | (150,404) | 5,273 | |||||||||||||||||
| Fee Related Earnings | 668,741 | 548,578 | 120,163 | |||||||||||||||||
| Realized Performance Income | 271,545 | 175,398 | 96,147 | |||||||||||||||||
| Realized Performance Income Compensation | (193,547) | (114,009) | (79,538) | |||||||||||||||||
| Realized Investment Income | 134,753 | 194,834 | (60,081) | |||||||||||||||||
| Realized Investment Income Compensation | (20,211) | (29,714) | 9,503 | |||||||||||||||||
| Asset Management Segment Earnings | $ | 861,281 | $ | 775,087 | $ | 86,194 | ||||||||||||||
Management Fees
The following table presents management fees by business line:
| Three Months Ended | ||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | ||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Management Fees | ||||||||||||||||||||
| Private Equity | $ | 342,485 | $ | 316,341 | $ | 26,144 | ||||||||||||||
| Real Assets | 220,087 | 193,365 | 26,722 | |||||||||||||||||
| Credit and Liquid Strategies | 252,755 | 228,450 | 24,305 | |||||||||||||||||
| Total Management Fees | $ | 815,327 | $ | 738,156 | $ | 77,171 | ||||||||||||||
The increase in Private Equity management fees was primarily attributable to (i) management fees earned on new capital raised over the past twelve months at Ascendant Fund and private equity vehicles for private wealth investors and (ii) management fees earned from our Strategic Holdings segment in the current period. The increase was partially offset by a lower level of management fees from Americas Fund XII due to a step-down in the management fee rate in 2023 and a decrease in invested capital. During the first quarter of 2024, approximately $12.7 million of management fees were earned on new capital raised that is retroactive to the start of the relevant fund's investment period.
The increase in Real Assets management fees was primarily attributable to (i) a higher level of management fees earned from Global Atlantic due to the growth in assets from inflows, (ii) a higher level of management fees earned from Diversified Core Infrastructure Fund due to an increase in its fee base from capital inflows and investment appreciation year over year, and (iii) management fees earned on new capital raised over the past twelve months at infrastructure vehicles for private wealth investors. During the first quarter of 2024, approximately $0.5 million of management fees were earned on new capital raised that is retroactive to the start of the relevant fund's investment period.
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The increase in Credit and Liquid Strategies management fees was primarily attributable to (i) a higher level of management fees earned from Global Atlantic due to the growth in assets from inflows and (ii) a higher level of management fees earned from Marshall Wace. The increase was partially offset by a lower level of management fees from certain SIG funds primarily due to (i) a decrease in the funds' fee base from the sale of investments and (ii) certain SIG funds which no longer pay management fees as a result of an agreement to waive such fees.
Transaction and Monitoring Fees, Net
The following table presents transaction and monitoring fees, net by business line:
| Three Months Ended | ||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | ||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Transaction and Monitoring Fees, Net | ||||||||||||||||||||
| Private Equity | $ | 15,805 | $ | 34,274 | $ | (18,469) | ||||||||||||||
| Real Assets | 17,373 | 5,734 | 11,639 | |||||||||||||||||
| Credit and Liquid Strategies | 3,188 | 284 | 2,904 | |||||||||||||||||
| Capital Markets | 115,718 | 101,887 | 13,831 | |||||||||||||||||
| Total Transaction and Monitoring Fees, Net | $ | 152,084 | $ | 142,179 | $ | 9,905 | ||||||||||||||
Our Private Equity, Real Assets and Credit and Liquid Strategies business lines earn transaction and monitoring fees from portfolio companies, and under the terms of the management agreements with certain of our investment funds, we are required to share all or a portion of such fees with our fund investors. For most of our investment funds, transaction and monitoring fees are credited against fund management fees up to 100% of the amount of the transaction and monitoring fees attributable to that investment fund, which results in a decrease of our monitoring and transaction fees. Additionally, transaction fees are generally not earned with respect to energy and real estate investments. Our Capital Markets business line earns transaction fees, which are generally not shared with fund investors.
The increase in transaction and monitoring fees, net is primarily due to a higher level of transaction fees earned in our Capital Markets business line partially offset by a lower level of transaction and monitoring fees, net in our Private Equity business line. The increase in Capital Markets business line transaction fees was primarily due to an increase in the number of capital markets transactions for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Overall, we completed 85 capital markets transactions for the three months ended March 31, 2024, of which 9 represented equity offerings and 76 represented debt offerings, as compared to 42 capital markets transactions for the three months ended March 31, 2023, of which 9 represented equity offerings and 33 represented debt offerings. We earn fees in connection with underwriting, syndication and other capital markets services. While each of the capital markets transactions that we undertake in this business line is separately negotiated, our fee rates are generally higher with respect to underwriting or syndicating equity offerings than with respect to debt offerings, and the amount of fees that we earn for similar transactions generally correlates with overall transaction sizes.
Our capital markets fees are generated in connection with activity involving our private equity, real assets and credit funds as well as from third-party companies. For the three months ended March 31, 2024, approximately 32% of our transaction fees in our Capital Markets business line were earned from unaffiliated third parties as compared to approximately 14% for the three months ended March 31, 2023. Our transaction fees are comprised of fees earned in North America, Europe, and the Asia-Pacific region. For the three months ended March 31, 2024, approximately 34% of our transaction fees were generated outside of North America as compared to approximately 59% for the three months ended March 31, 2023. Our Capital Markets business line is dependent on the overall capital markets environment, which is influenced by equity prices, credit spreads, and volatility. Our Capital Markets business line does not generate monitoring fees.
Transaction and monitoring fees, net were lower for the three months ended March 31, 2024 compared to the prior period in our Private Equity business line primarily due to the decrease in the level of transaction activity in the current period. See "—Analysis of Asset Management Segment Operating Results—Capital Invested" for more information about capital invested by business line.
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Fee Related Performance Revenues
The following table presents fee related performance revenues by business line:
| Three Months Ended | ||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | ||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Fee Related Performance Revenues | ||||||||||||||||||||
| Private Equity | $ | — | $ | — | $ | — | ||||||||||||||
| Real Assets | 1,400 | 3,704 | (2,304) | |||||||||||||||||
| Credit and Liquid Strategies | 17,701 | 18,037 | (336) | |||||||||||||||||
| Total Fee Related Performance Revenues | $ | 19,101 | $ | 21,741 | $ | (2,640) | ||||||||||||||
Fee related performance revenues represent performance fees that are (i) expected to be received from our investment funds, vehicles and accounts on a recurring basis, and (ii) not dependent on a realization event involving investments held by the investment fund, vehicle or account.
These performance fees are primarily earned from (i) FS KKR Capital Corp. (NYSE: FSK) ("FSK") (our business development company) in our Credit and Liquid Strategies business line, and (ii) KKR Real Estate Select Trust Inc. ("KREST") (our registered closed-end real estate equity fund), KKR Real Estate Finance Trust Inc. ("KREF") (our real estate credit investment trust), and KJR Management ("KJRM") (our Japanese real estate investment trust asset manager) in our Real Assets business line.
Fee related performance revenues were lower for the three months ended March 31, 2024 compared to the prior period primarily due to no performance fee being earned from KREF in the current period.
Fee Related Compensation
The decrease in fee related compensation for the three months ended March 31, 2024 compared to the prior period was primarily due to a lower percentage of fee related revenues recorded as compensation in the current period as compared to the prior period. Effective as of the first quarter of 2024, KKR has reduced the compensation range on fee related revenues to a 15% to 20% range.
Other Operating Expenses
The decrease in other operating expenses for the three months ended March 31, 2024 compared to the prior period was primarily due to a lower level of placement fees and general administrative costs compared to the prior period.
Fee Related Earnings
The increase in fee related earnings for the three months ended March 31, 2024 compared to the prior period was primarily due to a (i) higher level of management fees across our Private Equity, Real Assets, and Credit and Liquid Strategies business lines, (ii) a higher level of transaction fees earned in our Capital Markets business line, and (iii) a lower level of fee related compensation and other operating expenses, as described above.
Realized Performance Income
The following table presents realized performance income by business line:
| Three Months Ended | ||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | ||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Realized Performance Income | ||||||||||||||||||||
| Private Equity | $ | 265,297 | $ | 163,052 | $ | 102,245 | ||||||||||||||
| Real Assets | 624 | 9,686 | (9,062) | |||||||||||||||||
| Credit and Liquid Strategies | 5,624 | 2,660 | 2,964 | |||||||||||||||||
| Total Realized Performance Income | $ | 271,545 | $ | 175,398 | $ | 96,147 | ||||||||||||||
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| Three Months Ended | ||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | ||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Private Equity | ||||||||||||||||||||
| Americas Fund XII | $ | 169,386 | $ | 14,714 | $ | 154,672 | ||||||||||||||
| Core Investment Vehicles | 65,846 | 103,659 | (37,813) | |||||||||||||||||
| Co-Investment Vehicles and Other | 6,730 | 2,292 | 4,438 | |||||||||||||||||
| Asian Fund III | 6,721 | — | 6,721 | |||||||||||||||||
| 2006 Fund | 961 | 4,271 | (3,310) | |||||||||||||||||
| Next Generation Technology Growth Fund | — | 17,810 | (17,810) | |||||||||||||||||
| Global Impact Fund | — | 20,257 | (20,257) | |||||||||||||||||
| Other | 15,653 | 49 | 15,604 | |||||||||||||||||
| Total Realized Performance Income | $ | 265,297 | $ | 163,052 | $ | 102,245 | ||||||||||||||
| Three Months Ended | ||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | ||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Real Assets | ||||||||||||||||||||
| Real Estate Partners Americas II | $ | 624 | $ | — | $ | 624 | ||||||||||||||
| Global Infrastructure Investors II | — | 9,686 | (9,686) | |||||||||||||||||
| Total Realized Performance Income | $ | 624 | $ | 9,686 | $ | (9,062) | ||||||||||||||
Realized performance income includes (i) realized carried interest from our carry earning funds and (ii) incentive fees not included in Fee Related Performance Revenues. Incentive fees consist of performance fees earned from (i) our hedge fund partnerships, (ii) investment management agreements with KKR sponsored investment vehicles, and (iii) investment management agreements to provide KKR’s investment strategies to funds managed by a UK investment fund manager.
Realized performance income in our Private Equity business line for the three months ended March 31, 2024 consisted primarily of (i) realized proceeds from the sale of our investments in AppLovin Corporation (NASDAQ: APP) held by Americas Fund XII and Australian Venue Co. (consumer products sector) held by Asian Fund III and (ii) performance income from our core investment vehicles.
Realized performance income in our Private Equity business line for the three months ended March 31, 2023 consisted primarily of (i) realized performance income from our core investment vehicles and (ii) realized proceeds from the sale of our investment in KnowBe4, Inc. held by Global Impact Fund and Next Generation Technology Growth Fund.
Realized performance income in our Real Assets business line for the three months ended March 31, 2024 consisted primarily of realized proceeds from dividends received and sales of various investments held by Real Estate Partners Americas II.
Realized performance income in our Real Assets business line for the three months ended March 31, 2023 consisted primarily of realized proceeds from the sale of our investment in Telxius Telecom, S.A.U. (infrastructure: telecommunications infrastructure sector) held by Global Infrastructure Investors II.
Realized Performance Income Compensation
The increase in realized performance income compensation for the three months ended March 31, 2024 compared to the prior period was primarily due to (i) a higher level of compensation recorded in connection with the higher level of realized performance income and (ii) a higher percentage of realized performance income recorded as compensation in the current period as compared to the prior period. Effective as of the first quarter of 2024, KKR has increased the compensation range on realized performance income to a 70% to 80% range.
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Realized Investment Income
The following table presents realized investment income in our Principal Activities business line:
| Three Months Ended | ||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | ||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Realized Investment Income | ||||||||||||||||||||
| Net Realized Gains (Losses) | $ | 50,555 | $ | 112,042 | $ | (61,487) | ||||||||||||||
| Interest Income and Dividends, Net | 84,198 | 82,792 | 1,406 | |||||||||||||||||
| Total Realized Investment Income | $ | 134,753 | $ | 194,834 | $ | (60,081) | ||||||||||||||
The decrease in realized investment income is primarily due to a lower level of net realized gains. The amount of realized investment income depends on the transaction activity of our funds and balance sheet, which can vary from period to period.
For the three months ended March 31, 2024, net realized gains were comprised of realized gains primarily from the sale of our investments in AppLovin Corporation and Australian Venue Co. Partially offsetting these realized gains were realized losses, the most significant of which were (i) a realized loss on our infrastructure investment, Indus Towers Ltd. (NSE: INDUSTOW) and (ii) realized losses from the sales of various revolving credit facilities.
For the three months ended March 31, 2023, net realized gains were comprised of realized gains primarily from the sale of our investments in KnowBe4, Inc. and Flutter Entertainment PLC. Partially offsetting these realized gains were realized losses, the most significant of which was a realized loss on our alternative credit investment, Chembulk Group, and realized losses from the sales of various revolving credit facilities.
For the three months ended March 31, 2024, interest income and dividends, net were comprised of (i) interest income primarily from our investments in CLOs and (ii) dividend income primarily from our investments in Crescent Energy Company (NYSE: CRGY), KREST, and KREF.
For the three months ended March 31, 2023, interest income and dividends, net were comprised of (i) interest income primarily from our investments in CLOs, and (ii) dividend distributions primarily from our Americas real estate credit and equity investments, as well as a dividend distribution received from Resolution Life Holdings L.P. (financial services sector). See "—Analysis of Segment and Non-GAAP Performance Measures" and "—Segment Balance Sheet Measures."
Realized investment income includes the net income (loss) from KKR Capstone. For the three months ended March 31, 2024, total fees attributable to KKR Capstone were $18.5 million and total expenses attributable to KKR Capstone were $18.3 million. For KKR Capstone-related adjustments in reconciling asset management segment revenues to GAAP revenues see "—Segment Balance Sheet Measures—Reconciliations to GAAP Measures."
As of the date of this filing, we have transactions that are pending or that have closed after March 31, 2024, representing at least $400.0 million of realized carried interest and realized investment income, not all of which are expected to be realized in the second quarter 2024. Some of these transactions are not complete, and are subject to the satisfaction of closing conditions, including regulatory approvals; therefore, there can be no assurance if or when such transactions will be completed. In addition, we may realize gains or losses based on transactions or other events that occur after the date of filing this report, which could impact, positively or negatively, the total amount of our realized performance income from carried interest and realized investment income. Therefore, no assurance can be given for what our actual realized carried interest and realized investment income in the second quarter 2024 or future quarters will be.
Realized Investment Income Compensation
The decrease in realized investment income compensation for the three months ended March 31, 2024 compared to the prior period is primarily due to a lower level of compensation recorded in connection with the lower level of realized investment income. The compensation range on realized investment income did not change from the prior year and remains at its current range of 10% to 20%.
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Other Operating and Capital Metrics
The following table presents key operating and capital metrics as of March 31, 2024 and December 31, 2023:
| As of | ||||||||||||||||||||
| March 31, 2024 | December 31, 2023 | Change | ||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||
| Assets Under Management | $ | 577,633 | $ | 552,801 | $ | 24,832 | ||||||||||||||
| Fee Paying Assets Under Management | $ | 470,603 | $ | 446,408 | $ | 24,195 | ||||||||||||||
| Uncalled Commitments | $ | 97,508 | $ | 98,557 | $ | (1,049) | ||||||||||||||
The following table presents our key capital metrics for the three months ended March 31, 2024 and 2023:
| Three Months Ended | ||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | ||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||
| Capital Invested | $ | 14,104 | $ | 9,767 | $ | 4,337 | ||||||||||||||
Assets Under Management
Private Equity
The following table reflects the changes in the AUM of our Private Equity business line from December 31, 2023 to March 31, 2024:
| ($ in millions) | |||||
| December 31, 2023 | $ | 176,377 | |||
| New Capital Raised | 3,590 | ||||
| Distributions and Other | (1,917) | ||||
| Change in Value | 4,716 | ||||
| March 31, 2024 | $ | 182,766 | |||
AUM of our Private Equity business line was $182.8 billion at March 31, 2024, an increase of $6.4 billion, compared to $176.4 billion at December 31, 2023.
The increase was primarily attributable to (i) appreciation in investment value from Americas Fund XII, Asian Fund III, and North America Fund XIII, and, to a lesser extent, (ii) new capital raised from our private equity K-Series investment vehicle designed for investment by private wealth investors and Ascendant Fund. Partially offsetting the increase were distributions to fund investors primarily as a result of realized proceeds, most notably from Americas Fund XII and Asian Fund III.
For the three months ended March 31, 2024, the value of our traditional private equity investment portfolio increased 5%. This was comprised of a 11% increase in share prices of various publicly held investments and a 4% increase in value of our privately held investments. For the three months ended March 31, 2024, the value of our growth equity investment portfolio increased 4% and our core private equity investment portfolio increased 1%.
The most significant increases in share prices of our publicly held investments were increases in AppLovin Corporation, Kokusai Electric Corporation (TYO: 6525), and BrightView Holdings, Inc. (NYSE: BV). These increases were partially offset by decreases in share prices of other publicly held investments, the most significant of which was BrightSpring Health Services Inc. The prices of publicly held companies may experience volatile changes following the reporting period. See "Risk Factors" in our Annual Report and "—Business Environment" for more information about the factors, such as volatility, that may impact our business, financial performance, operating results and valuations.
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The most significant increases in the value of our privately held investments were increases in OneStream Software, LLC (technology sector), Söderberg & Partners, and BMC Software, Inc. (technology sector). These increases in value of our privately held investments were partially offset by decreases in the value of certain other privately held investments, the most significant of which were Accell Group N.V., Covenant Physician Partners, Inc. (health care sector), and Mills Fleet Farm Group LLC (retail sector). The increased valuations of these individual companies in our privately held investments, in the aggregate, generally related to (i) individual company performance and (ii) an increase in the value of market comparables. The decreased valuations of individual companies in our privately held investments, in the aggregate, generally related to an unfavorable business outlook.
Real Assets
The following table reflects the changes in the AUM of our Real Assets business line from December 31, 2023 to March 31, 2024:
| ($ in millions) | |||||
| December 31, 2023 | $ | 130,933 | |||
| New Capital Raised | 5,858 | ||||
| Distributions and Other | (1,730) | ||||
| Redemptions | (128) | ||||
| Change in Value | 429 | ||||
| March 31, 2024 | $ | 135,362 | |||
AUM of our Real Assets business line was $135.4 billion at March 31, 2024, an increase of $4.5 billion, compared to $130.9 billion at December 31, 2023.
The increase was primarily attributable to (i) new capital raised from Global Atlantic and (ii) an increase in assets managed by KJRM, and, to a lesser extent, (iii) appreciation in investment value in Global Infrastructure Investors IV and Global Infrastructure Investors III. Partially offsetting the increase were (i) payments to Global Atlantic policyholders, and (ii) distributions to fund investors as a result of realized proceeds, most notably from Diversified Core Infrastructure Fund and Asia Pacific Infrastructure Investors.
For the three months ended March 31, 2024, the value of our infrastructure investment portfolio increased 5% and the value of our opportunistic real estate equity investment portfolio increased 1%.
The most significant increases in value across our Real Assets portfolio were increases in Global Technical Realty L.P. (infrastructure: telecommunications infrastructure sector), ContourGlobal plc (infrastructure: energy and energy transition sector), and CyrusOne Inc. (infrastructure: telecommunications infrastructure sector). These increases in value of our privately held investments were partially offset by decreases in the value of certain other privately held investments, the most significant of which was Ritchies Transport (infrastructure: transportation sector). The increased valuations of individual companies or assets in the aggregate, generally related to individual company or asset performance. The decreased valuations of individual companies or assets in the aggregate, generally related to an increase in interest rates which increased the cost of capital in our discounted cash flow methodology for certain valuations for certain investments in our infrastructure portfolio.
Credit and Liquid Strategies
The following table reflects the changes in the AUM of our Credit and Liquid Strategies business line from December 31, 2023 to March 31, 2024:
| ($ in millions) | |||||
| December 31, 2023 | $ | 245,491 | |||
| New Capital Raised | 21,158 | ||||
| Distributions and Other | (6,059) | ||||
| Redemptions | (2,893) | ||||
| Change in Value | 1,808 | ||||
| March 31, 2024 | $ | 259,505 | |||
AUM of our Credit and Liquid Strategies business line was $259.5 billion at March 31, 2024, an increase of $14.0 billion compared to $245.5 billion at December 31, 2023.
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The increase was primarily attributable to (i) new capital raised from Global Atlantic, various private credit and leveraged credit funds, and, to a lesser extent, (ii) investment value appreciation on assets managed by Marshall Wace. Partially offsetting the increase were (i) payments to Global Atlantic policyholders, (ii) distributions to, and redemptions from, fund investors at certain leveraged credit funds, and (iii) redemptions at Marshall Wace.
See "Risk Factors" in our Annual Report and "—Business Environment" for more information about the factors that may impact our business, financial performance, operating results and valuations.
Fee Paying Assets Under Management
Private Equity
The following table reflects the changes in the FPAUM of our Private Equity business line from December 31, 2023 to March 31, 2024:
| ($ in millions) | |||||
| December 31, 2023 | $ | 107,726 | |||
| New Capital Raised | 9,475 | ||||
| Distributions and Other | (986) | ||||
| Change in Value | 72 | ||||
| March 31, 2024 | $ | 116,287 | |||
FPAUM of our Private Equity business line was $116.3 billion at March 31, 2024, an increase of $8.6 billion compared to $107.7 billion at December 31, 2023.
The increase was primarily attributable to (i) assets we manage and earn a fee on from our Strategic Holdings segment beginning with the first quarter of 2024 and (ii) new capital raised from private equity K-Series for private wealth investors and Ascendant Fund. Partially offsetting the increase was distributions to fund investors primarily as a result of realized proceeds, most notably from Asian Fund II and Asian Fund III.
Uncalled capital commitments from private equity funds and other investment vehicles from which KKR is currently not earning management fees amounted to approximately $19.1 billion at March 31, 2024, which includes capital commitments reserved for follow-on investments for funds that have completed their investment periods. This capital will generally begin to earn management fees upon deployment of the capital or upon the commencement of the fund's investment period. The average annual management fee rate associated with this capital is approximately 0.9%. The date on which we begin to earn fees (as specified above) is not guaranteed to occur and may not occur for an extended period of time. If and when such management fees are earned, a portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion of any new management fees earned.
Real Assets
The following table reflects the changes in the FPAUM of our Real Assets business line from December 31, 2023 to March 31, 2024:
| ($ in millions) | |||||
| December 31, 2023 | $ | 112,254 | |||
| New Capital Raised | 6,277 | ||||
| Distributions and Other | (1,940) | ||||
| Redemptions | (128) | ||||
| Change in Value | (814) | ||||
| March 31, 2024 | $ | 115,649 | |||
FPAUM of our Real Assets business line was $115.6 billion at March 31, 2024, an increase of $3.3 billion, compared to $112.3 billion at December 31, 2023.
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The increase was primarily attributable to (i) new capital raised from Global Atlantic and Diversified Core Infrastructure Fund and (ii) an increase in assets managed by KJRM. Partially offsetting the increase were (i) payments to Global Atlantic policyholders, (ii) distributions to fund investors as a result of realized proceeds, most notably from Global Infrastructure Investors III and Diversified Core Infrastructure Fund and (iii) a decline in the value of the assets managed by KJRM due to the impact of the decline in the value of the Japanese Yen.
Uncalled capital commitments from real assets investment funds and other investment vehicles from which KKR is currently not earning management fees amounted to approximately $9.8 billion at March 31, 2024, which includes capital commitments reserved for follow-on investments for funds that have completed their investment periods. This capital will generally begin to earn management fees upon deployment of the capital or upon the commencement of the fund's investment period. The average annual management fee rate associated with this capital is approximately 1.2%. The date on which we begin to earn fees (as specified above) is not guaranteed to occur and may not occur for an extended period of time. If and when such management fees are earned, a portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion of any new management fees earned.
Credit and Liquid Strategies
The following table reflects the changes in the FPAUM of our Credit and Liquid Strategies business line from December 31, 2023 to March 31, 2024:
| ($ in millions) | |||||
| December 31, 2023 | $ | 226,428 | |||
| New Capital Raised | 19,891 | ||||
| Distributions and Other | (6,129) | ||||
| Redemptions | (2,893) | ||||
| Change in Value | 1,370 | ||||
| March 31, 2024 | $ | 238,667 | |||
FPAUM of our Credit and Liquid Strategies business line was $238.7 billion at March 31, 2024, an increase of $12.3 billion, compared to $226.4 billion at December 31, 2023.
The increase was primarily attributable to (i) new capital raised from Global Atlantic, various private credit and leveraged credit funds, and, to a lesser extent, (ii) investment value appreciation on assets managed by Marshall Wace. Partially offsetting the increase were (i) payments to Global Atlantic policyholders, (ii) distributions to, and redemptions from, fund investors at certain leveraged credit funds, and (iii) redemptions at Marshall Wace.
Uncalled capital commitments from credit investment funds from which KKR is currently not earning management fees amounted to approximately $14.7 billion at March 31, 2024, which includes capital commitments reserved for follow-on investments for funds that have completed their investment periods. This capital will generally begin to earn management fees upon deployment of the capital or upon the commencement of the fund's investment period. The average annual management fee rate associated with this capital is approximately 0.7%. The date on which we begin to earn fees is not guaranteed to occur and may not occur for an extended period of time. If and when such management fees are earned, a portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion of any new management fees earned.
See "Risk Factors" in our Annual Report and "—Business Environment" for more information about the factors that may impact our business, financial performance, operating results and valuations.
Uncalled Commitments
Private Equity
As of March 31, 2024, our Private Equity business line had $55.0 billion of remaining uncalled commitments that could be called for investments in new transactions as compared to $57.4 billion as of December 31, 2023. The decrease was primarily attributable to capital called from fund investors to make investments during the period, which was partially offset by new capital commitments from fund investors.
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Real Assets
As of March 31, 2024, our Real Assets business line had $24.3 billion of remaining uncalled commitments that could be called for investments in new transactions as compared to $24.7 billion as of December 31, 2023. The decrease was primarily attributable to capital called from fund investors to make investments during the period, which was partially offset by new capital commitments from fund investors.
Credit and Liquid Strategies
As of March 31, 2024, our Credit and Liquid Strategies business line had $18.2 billion of remaining uncalled commitments that could be called for investments in new transactions as compared to $16.5 billion as of December 31, 2023. The increase was primarily attributable to new capital commitments from fund investors, which was partially offset by capital called from fund investors to make investments during the period.
Capital Invested
Private Equity
For the three months ended March 31, 2024, our Private Equity business line had $1.2 billion of capital invested as compared to $2.9 billion for the three months ended March 31, 2023. The decrease was driven primarily by a $1.2 billion decrease in capital invested in our core private equity strategy and a $0.7 billion decrease in capital invested in our traditional private equity strategy. During the three months ended March 31, 2024, 62% of capital deployed in private equity (including core and growth equity investments which includes impact investments) was in transactions in North America, 22% was in the Asia-Pacific region, and 16% was in Europe. The number of large private equity investments made in any quarterly or year-to-date period is volatile and, consequently, a significant amount of capital invested in one period or a few periods may not be indicative of a similar level of capital deployment in future periods.
Real Assets
For the three months ended March 31, 2024, our Real Assets business line had $5.5 billion of capital invested as compared to $4.7 billion for the three months ended March 31, 2023. The increase was driven primarily by a $1.8 billion increase in capital invested in our real estate strategy, partially offset by a $1.0 billion decrease in our infrastructure strategy. During the three months ended March 31, 2024, 42% of capital deployed in real assets was in transactions in the Asia-Pacific region, 35% was in Europe, and 23% was in North America. The number of large real assets investments made in any quarterly or year-to-date period is volatile and, consequently, a significant amount of capital invested in one period or a few periods may not be indicative of a similar level of capital deployment in future periods.
Credit and Liquid Strategies
For the three months ended March 31, 2024, our Credit and Liquid Strategies business line had $7.5 billion of capital invested as compared to $2.2 billion for the three months ended March 31, 2023. The increase was driven primarily by a higher level of capital deployed across our various private credit strategies, most notably direct lending and asset-based finance. During the three months ended March 31, 2024, 89% of capital deployed was in transactions in North America, 9% was in Europe, and 2% was in the Asia-Pacific region.
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Analysis of Insurance Segment Operating Results
The following table sets forth information regarding KKR's insurance segment operating results for the three months ended March 31, 2024 and 2023:
| Three Months Ended | |||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | |||||||||||||||
| ($ in thousands) | |||||||||||||||||
| Net Investment Income | $ | 1,486,419 | $ | 1,271,255 | $ | 215,164 | |||||||||||
| Net Cost of Insurance | (1,003,327) | (750,612) | (252,715) | ||||||||||||||
| General, Administrative and Other | (210,252) | (196,714) | (13,538) | ||||||||||||||
| Pre-tax Operating Earnings | 272,840 | 323,929 | (51,089) | ||||||||||||||
| Pre-tax Operating Earnings Attributable to Noncontrolling Interests | — | (118,817) | 118,817 | ||||||||||||||
| Insurance Operating Earnings | $ | 272,840 | $ | 205,112 | $ | 67,728 | |||||||||||
Net Investment Income
Net investment income increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 primarily due to (i) increased average assets under management due to growth in assets in the institutional market channel as a result of recent reinsurance transactions and individual market channel sales from new business growth, and (ii) increases in portfolio yields due to higher market interest rates. Investment portfolio yields in the quarter reflect higher levels of cash and more liquid investments, treasuries and investment-grade corporate bonds transferred as part of recent block reinsurance transactions.
Net Cost of Insurance
Net cost of insurance increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 primarily due to (i) growth in reserves in the institutional market as a result of recent reinsurance transactions and in the individual market as a result of new business volumes, and (ii) higher average funding costs due to higher crediting rates and the routine run-off of older business originated in a lower interest rate environment.
General, Administrative and Other Expenses
General and administrative expenses increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 primarily due to an increase in interest expense on floating rate debt (i.e., Global Atlantic's fixed-to-floating swaps on its fixed rate debt) due to higher market interest rates and a net increase in total debt outstanding.
Insurance Operating Earnings
Insurance operating earnings increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 primarily due to (i) the acquisition of the remaining minority interests not already held by KKR on January 2, 2024, and (ii) higher net investment income, partially offset by higher net cost of insurance, as described above.
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Analysis of Strategic Holdings Segment Operating Results
The following table sets forth information regarding KKR's strategic holdings segment operating results for the three months ended March 31, 2024 and 2023:
| Three Months Ended | ||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | ||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Dividends, Net | $ | 20,720 | $ | — | $ | 20,720 | ||||||||||||||
| Strategic Holdings Operating Earnings | 20,720 | — | 20,720 | |||||||||||||||||
| Net Realized Investment Income | — | — | — | |||||||||||||||||
| Strategic Holdings Segment Earnings | $ | 20,720 | $ | — | $ | 20,720 | ||||||||||||||
Dividends, Net
For the three months ended March 31, 2024, dividends, net were comprised of dividend income from Exact Holding B.V. and FiberCop S.p.A. For the three months ended March 31, 2023 there were no dividends earned. Dividends earned in our Strategic Holdings segment are reduced by a management fee charged by our Asset Management segment. For the three months ended March 31, 2024, the management fee was $7.5 million.
Net Realized Investment Income
For the three months ended March 31, 2024 and 2023 there was no net realized investment income earned in our Strategic Holdings segment.
Strategic Holdings Segment Earnings
The increase in strategic holdings segment earnings for the three months ended March 31, 2024 compared to the prior period was due to the distribution of dividends by companies owned by the firm through our participation in the core private equity strategy.
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Analysis of Segment and Non-GAAP Performance Measures
The following is a discussion of our Segment and Non-GAAP performance measures for the three months ended March 31, 2024 and 2023:
| Three Months Ended | ||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change | ||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Fee Related Earnings | $ | 668,741 | $ | 548,578 | $ | 120,163 | ||||||||||||||
| Insurance Operating Earnings | 272,840 | 205,112 | 67,728 | |||||||||||||||||
| Strategic Holdings Operating Earnings | 20,720 | — | 20,720 | |||||||||||||||||
| Total Operating Earnings | 962,301 | 753,690 | 208,611 | |||||||||||||||||
| Net Realized Performance Income | 77,998 | 61,389 | 16,609 | |||||||||||||||||
| Net Realized Investment Income | 114,542 | 165,120 | (50,578) | |||||||||||||||||
| Total Investing Earnings | 192,540 | 226,509 | (33,969) | |||||||||||||||||
| Total Segment Earnings | 1,154,841 | 980,199 | 174,642 | |||||||||||||||||
| Interest Expense, Net and Other | (74,730) | (87,866) | 13,136 | |||||||||||||||||
| Income Taxes on Adjusted Earnings | (216,366) | (173,057) | (43,309) | |||||||||||||||||
| Adjusted Net Income | $ | 863,745 | $ | 719,276 | $ | 144,469 | ||||||||||||||
Total Operating Earnings
The increase in total operating earnings for the three months ended March 31, 2024 compared to the prior period was primarily due to a higher level of fee related earnings, insurance operating earnings, and strategic holdings operating earnings. For a discussion of fee related earnings, insurance operating earnings, and strategic holdings operating earnings, see "—Analysis of Asset Management Segment Operating Results", "—Analysis of Insurance Segment Operating Results", and "—Analysis of Strategic Holdings Segment Operating Results."
Total Investing Earnings
The decrease in total investing earnings for the three months ended March 31, 2024 compared to the prior period was primarily due to a lower level of net realized investment income, partially offset by an increase in net realized performance income. For a discussion of net realized performance income and net realized investment income, see "—Analysis of Asset Management Segment Operating Results" and "—Analysis of Strategic Holdings Segment Operating Results."
Total Segment Earnings
The increase in total segment earnings for the three months ended March 31, 2024 compared to the prior period was primarily due to an increase in total operating earnings, partially offset by a decrease in total investing earnings.
Adjusted Net Income
The increase in adjusted net income for the three months ended March 31, 2024 compared to the prior period was primarily due to a higher level of total segment earnings and, to a lesser extent, a decrease in interest expense, net, partially offset by an increase in income taxes on adjusted earnings.
Income Taxes on Adjusted Earnings
The increase in income taxes on adjusted earnings for the three months ended March 31, 2024 compared to the prior period was primarily due to a higher level of total segment earnings.
For the three months ended March 31, 2024 and 2023, the amount of the tax benefit from equity-based compensation included in income taxes on adjusted earnings was $26.2 million and $13.7 million, respectively. The inclusion of the tax benefit from equity-based compensation in Adjusted Net Income had the effect of increasing this measure by 3% and 2%, respectively, for three months ended March 31, 2024 and 2023.
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Segment Balance Sheet Measures
Asset Management Investment Portfolio
Beginning with the first quarter of 2024, we are reporting our investments from our core private equity strategy in our Strategic Holdings segment, and our investments from the investment strategies that we manage that are reported in the Asset Management segment excludes core private equity. To the extent our investments are realized at values above or below their cost in future periods, adjusted net income would be positively or negatively affected by the amount of any such gain or loss, respectively, during the period in which the realization event occurs. Our investments in Asset Management by asset class as of March 31, 2024 are as follows:
| As of March 31, 2024 | ||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
Asset Management Investments (1) | Cost | Fair Value | Fair Value as a Percentage of Total Asset Management Investments | |||||||||||||||||
| Traditional Private Equity | $ | 1,051,690 | $ | 2,733,070 | 25.9 | % | ||||||||||||||
| Growth Equity | 298,946 | 1,157,232 | 10.9 | % | ||||||||||||||||
| Private Equity Total | 1,350,636 | 3,890,302 | 36.8 | % | ||||||||||||||||
| Real Estate | 1,410,897 | 1,370,144 | 13.0 | % | ||||||||||||||||
| Energy | 628,712 | 673,842 | 6.4 | % | ||||||||||||||||
| Infrastructure | 317,411 | 583,531 | 5.5 | % | ||||||||||||||||
| Real Assets Total | 2,357,020 | 2,627,517 | 24.9 | % | ||||||||||||||||
| Leveraged Credit | 1,330,151 | 1,280,302 | 12.1 | % | ||||||||||||||||
| Alternative Credit | 671,996 | 828,174 | 7.8 | % | ||||||||||||||||
| Credit Total | 2,002,147 | 2,108,476 | 19.9 | % | ||||||||||||||||
| Other | 2,041,645 | 1,944,760 | 18.4 | % | ||||||||||||||||
| Total Asset Management Investments | $ | 7,751,448 | $ | 10,571,055 | 100.0 | % | ||||||||||||||
(1)Investments is a term used solely for purposes of financial presentation of a portion of KKR's balance sheet and includes majority ownership of subsidiaries that operate KKR's asset management and insurance businesses, including the general partner interests of KKR's investment funds. Investments presented are principally the assets measured at fair value that are held by KKR's asset management segment, which, among other things, does not include the underlying investments held by Global Atlantic and Marshall Wace. This table excludes investments in our Strategic Holdings and Insurance segments, about which additional information is available at Footnote 21 "Segment Reporting" in our financial statements.
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Global Atlantic's Investment Portfolio
As of March 31, 2024, 96% and 89% of Global Atlantic's available-for-sale ("AFS") fixed maturity securities were considered investment grade under ratings from the Securities Valuation Office of the NAIC and NRSROs, respectively. As of December 31, 2023, 96% and 88% of Global Atlantic's AFS fixed maturity securities were considered investment grade under ratings from NAIC and NRSROs, respectively. Securities where a rating by an NRSRO was not available are considered investment grade if they have an NAIC designation of “1” or “2.” The three largest asset categories in Global Atlantic's AFS fixed-maturity security portfolio as of March 31, 2024 were Corporate securities, residential mortgage-backed securities ("RMBS") and commercial mortgage-backed securities ("CMBS"), comprising 26%, 6% and 5% of Global Atlantic's investment portfolio, respectively. Within these categories, 96%, 97% and 94% of Global Atlantic's Corporate, RMBS and CMBS securities, respectively, were investment grade according to NAIC ratings and 96%, 69% and 57% of its Corporate, RMBS and CMBS securities, respectively, were investment grade according to NRSRO ratings as of March 31, 2024. The three largest asset categories in Global Atlantic's AFS fixed-maturity security portfolio as of December 31, 2023 were Corporate, RMBS and CMBS securities, comprising 28%, 6% and 5% of Global Atlantic's investment portfolio, respectively. Within these categories, 95%, 96% and 93% of Global Atlantic's Corporate, RMBS and CMBS securities, respectively, were investment grade according to NAIC ratings and 95%, 61% and 56% of its Corporate, RMBS and CMBS securities, respectively, were investment grade according to NRSRO ratings as of December 31, 2023. NRSRO and NAIC ratings have different methodologies. Global Atlantic believes the NAIC ratings methodology, which considers the likelihood of recovery of amortized cost as opposed to the recovery of all contractual payments including the principal at par, as the more appropriate way to view the ratings quality of its AFS fixed maturity portfolio since a large portion of its holdings were purchased at a significant discount to par value. The portion of Global Atlantic's investment portfolio consisting of floating rate assets was 25% and 27% as of March 31, 2024 and December 31, 2023, respectively.
Within the funds withheld receivable at interest portfolio, 96% and 97% of the fixed maturity securities were investment grade by NAIC designation as of both March 31, 2024 and December 31, 2023, respectively.
Trading fixed maturity securities back funds withheld payable at interest where the investment performance is ceded to reinsurers under the terms of the respective reinsurance agreements.
Credit quality of AFS fixed maturity securities
The Securities Valuation Office of the NAIC evaluates the AFS fixed maturity security investments of insurers for regulatory reporting and capital assessment purposes and assigns securities to one of six credit quality categories called “NAIC designations.” Using an internally developed rating is permitted by the NAIC if no rating is available. These designations are generally similar to the credit quality designations of NRSROs for marketable fixed maturity securities, except for certain structured securities as described below. NAIC designations of “1,” highest quality, and “2,” high quality, include fixed maturity securities generally considered investment grade by NRSROs. NAIC designations “3” through “6” include fixed maturity securities generally considered below investment grade by NRSROs.
Consistent with the NAIC Process and Procedures Manual, an NRSRO rating was assigned based on the following criteria: (i) the equivalent S&P rating where the security is rated by one NRSRO; (ii) the equivalent S&P rating of the lowest NRSRO when the security is rated by two NRSROs; and (iii) the equivalent S&P rating of the second lowest NRSRO if the security is rated by three or more NRSROs. If the lowest two NRSROs’ ratings are equal, then such rating will be the assigned rating. NRSROs’ ratings available for the periods presented were S&P, Fitch, Moody’s, DBRS, Inc. and Kroll Bond Rating Agency, Inc. If no rating is available from a rating agency, then an internally developed rating is used.
Substantially all of the AFS fixed maturity securities portfolio, 96% as of both March 31, 2024 and December 31, 2023, respectively, was invested in investment grade assets with a NAIC rating of 1 or 2.
The portion of the AFS fixed maturity securities portfolio that was considered below investment grade by NAIC designation was 4% as of both March 31, 2024 and December 31, 2023. Pursuant to Global Atlantic's investment guidelines, Global Atlantic actively monitors the percentage of its portfolio that is held in investments rated NAIC 3 or lower and must obtain an additional approval from Global Atlantic's management investment committee before making a significant investment in an asset rated NAIC 3 or lower.
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Corporate fixed maturity securities
Global Atlantic maintains a diversified portfolio of corporate fixed maturity securities across industries and issuers. As of March 31, 2024 and December 31, 2023, 54% and 58% of the AFS fixed maturity securities portfolio was invested in corporate fixed maturity securities, respectively. As of March 31, 2024 and December 31, 2023, approximately 5% and 6% of the portfolio is denominated in foreign currency, respectively.
As of March 31, 2024 and December 31, 2023, 96% and 95% of the total fair value of corporate fixed maturity securities is rated NAIC investment grade, respectively, and 96% and 95% is rated NRSROs investment grade, respectively.
Residential mortgage-backed securities
As of March 31, 2024 and December 31, 2023, 13% and 11% of the AFS fixed maturity securities portfolio was invested in RMBS, respectively. RMBS are securities constructed from pools of residential mortgages and backed by payments from those pools. Excluding limitations on access to lending and other extraordinary economic conditions, Global Atlantic would expect prepayments of principal on the underlying loans to accelerate with decreases in market interest rates and diminish with increases in market interest rates.
The NAIC designations for RMBS, including prime, sub-prime, alt-A, and adjustable rate mortgages with variable payment options ("Option ARM"), are based upon a comparison of the bond’s amortized cost to the NAIC’s loss expectation for each security. Accordingly, an investment in the same security at a lower cost may result in a higher quality NAIC designation in recognition of the lower likelihood the investment would result in a realized loss. Prime residential mortgage lending includes loans to the most creditworthy borrowers with high quality credit profiles. Alt-A is a classification of mortgage loans where the risk profile of the borrower is between prime and sub-prime, which also includes certain non-qualified mortgages. Sub-prime mortgage lending is the practice of originating residential mortgage loans to borrowers with weaker credit profiles.
As of both March 31, 2024 and December 31, 2023, 89% of RMBS securities that are below investment grade as rated by the NRSRO, carry an NAIC 1 ("highest quality") designation, respectively.
As of March 31, 2024, Alt-A, Agency, Option ARM, Sub-prime and Re-Performing represent 40%, 19%, 17%, 9% and 8% of the total RMBS portfolio ($9.7 billion), respectively. As of December 31, 2023, Alt-A, Option ARM, Re-Performing and Sub-prime represent 45%, 21%, 10% and 10% of the total RMBS portfolio ($7.9 billion), respectively.
Unrealized gains and losses for AFS fixed maturity securities
Global Atlantic's investments in AFS fixed maturity securities are reported at fair value with changes in fair value recorded in other comprehensive income as unrealized gains or losses, net of taxes and offsets. Unrealized gains and losses can be created by changes in interest rates or by changes in credit spreads.
As of March 31, 2024 and December 31, 2023, Global Atlantic had gross unrealized losses on below investment grade AFS fixed maturity securities of $668.6 million and $750.3 million based on NRSRO rating and $220.8 million and $267.2 million based on NAIC ratings, respectively. As of March 31, 2024, unrealized losses were not recognized in net income on these debt securities since Global Atlantic neither intends to sell the securities nor does it believe that it is more likely than not that it will be required to sell these securities before recovery of their cost or amortized cost basis.
Credit quality of mortgage and other loan receivables
Mortgage and other loan receivables consist of commercial and residential mortgage loans, consumer loans and other loan receivables. As of March 31, 2024 and December 31, 2023, 26% and 28% of Global Atlantic's total investments consisted of mortgage and other loan receivables, respectively.
Global Atlantic invests in U.S. mortgage loans, comprised of first lien and mezzanine commercial mortgage loans and first lien residential mortgage loans. For Global Atlantic’s commercial mortgage loan portfolio, the most prevalent property type is multi-family residential buildings, which represents over half of the portfolio as of both March 31, 2024 and December 31, 2023. Office and retail properties represent approximately 23% of the portfolio as of both March 31, 2024 and December 31, 2023.
Global Atlantic's commercial mortgage loans are assigned NAIC designations, with designations “CM1” and “CM2” considered to be investment grade. As of March 31, 2024 and December 31, 2023, 90% and 89% of the commercial mortgage loan portfolio were rated investment grade based on NAIC designation, respectively. The payment status of over 98% and over 98% of the commercial mortgage loan portfolio is current as of March 31, 2024 and December 31, 2023, respectively.
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The loan-to-value ratio is expressed as a percentage of the current amount of the loan relative to the value of the underlying collateral. As of March 31, 2024 and December 31, 2023, approximately 87% and 88%, respectively, of the commercial mortgage loans have a loan-to-value ratio of 70% or less and for March 31, 2024 and December 31, 2023, 3% and 2% have loan-to-value ratio over 90%, respectively.
Changing economic conditions and updated assumptions affect Global Atlantic’s assessment of the collectibility of commercial mortgage loans. Changing vacancies and rents are incorporated into the analysis that Global Atlantic performs to measure the allowance for credit losses. In addition, Global Atlantic continuously monitors its commercial mortgage loan portfolio to identify risk. Areas of emphasis are properties that have exposure to specific geographic events or have deteriorating credit.
As of March 31, 2024, the payment status of 96% of the residential mortgage loan portfolio is current, and approximately $238.0 million is 90 days or more past due or in process of foreclosure (representing 2% of the total residential mortgage portfolio). As of December 31, 2023, the payment status of 96% of the residential mortgage loan portfolio was current and approximately $231.2 million were 90 days or more past due or in process of foreclosure (representing 2% of the total residential mortgage portfolio).
The weighted average loan-to-value ratio for residential mortgage loans was 64% and 63% as of March 31, 2024 and December 31, 2023, respectively.
Global Atlantic's residential mortgage loan portfolio primarily includes mortgage loans backed by single family rental properties, prime loans and re-performing loans that were purchased at a discount after they were modified and returned to performing status. Global Atlantic has also extended financing to counterparties in the form of repurchase agreements secured by mortgage loans, including performing and non-performing mortgage loans.
Global Atlantic’s consumer loan portfolio is primarily comprised of home improvement loans, residential solar loans, student loans and auto loans. As of March 31, 2024, 97% of the consumer loan portfolio is in current status and approximately $32.5 million is 90 days or more past due or in process of foreclosure (representing 1% of the total consumer loan portfolio).
Additional Information
To provide supplemental information to stockholders about the net assets of KKR on a segment basis, KKR’s book value was $28.3 billion as of March 31, 2024, which included cash and short-term investments of $4.0 billion. This amount includes KKR’s net investment in Global Atlantic, KKR’s investments in the Asset Management and Strategic Holdings segments, and the net impact of KKR’s tax and other assets and liabilities, and it excludes the net assets allocable to investors in KKR’s investment funds and other noncontrolling interest holders.
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Reconciliations to GAAP Measures
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with GAAP to KKR's non-GAAP financial measures:
Revenues
| Three Months Ended | |||||||||||
| March 31, 2024 | March 31, 2023 | ||||||||||
| ($ in thousands) | |||||||||||
| Total GAAP Revenues | $ | 9,656,738 | $ | 3,127,482 | |||||||
| Impact of Consolidation and Other | 283,823 | 209,778 | |||||||||
| Asset Management Adjustments: | |||||||||||
| Capital Allocation-Based Income (Loss) (GAAP) | (1,262,942) | (449,018) | |||||||||
| Realized Carried Interest | 250,268 | 172,689 | |||||||||
| Realized Investment Income - Asset Management | 134,753 | 194,834 | |||||||||
| Capstone Fees | (18,514) | (19,805) | |||||||||
| Expense Reimbursements | (8,093) | (15,544) | |||||||||
| Strategic Holdings Adjustments: | |||||||||||
| Strategic Holdings Segment Management Fees | 7,484 | — | |||||||||
| Insurance Adjustments: | |||||||||||
| Net Premiums | (6,036,522) | (473,624) | |||||||||
| Policy Fees | (328,947) | (313,802) | |||||||||
| Other Income | (56,385) | (37,158) | |||||||||
(Gains) Losses from Investments (1) | 258,483 | 260,507 | |||||||||
| Non-operating Changes in Policy Liabilities and Derivatives | 19,803 | (112,776) | |||||||||
Total Segment Revenues (2) | $ | 2,899,949 | $ | 2,543,563 | |||||||
(1)Includes (gains) losses on funds withheld receivables and payables embedded derivatives.
(2)Total Segment Revenues is comprised of (i) Management Fees, (ii) Transaction and Monitoring Fees, Net, (iii) Fee Related Performance Revenues, (iv) Realized Performance Income, (v) Realized Investment Income, (vi) Net Investment Income, and (vii) Dividends, Net.
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Net Income (Loss) Attributable to KKR & Co. Inc. Common Stockholders
| Three Months Ended | |||||||||||
| March 31, 2024 | March 31, 2023 | ||||||||||
| ($ in thousands) | |||||||||||
| Net Income (Loss) - KKR Common Stockholders (GAAP) | $ | 682,214 | $ | 322,744 | |||||||
| Preferred Stock Dividends | — | 17,250 | |||||||||
| Net Income (Loss) Attributable to Noncontrolling Interests | 411,636 | (80,306) | |||||||||
| Income Tax Expense (Benefit) | 269,201 | 148,747 | |||||||||
| Income (Loss) Before Tax (GAAP) | $ | 1,363,051 | $ | 408,435 | |||||||
| Impact of Consolidation and Other | (191,519) | 93,511 | |||||||||
| Income Taxes on Adjusted Earnings | (216,366) | (173,057) | |||||||||
| Asset Management Adjustments: | |||||||||||
| Unrealized (Gains) Losses | (399,078) | 119,934 | |||||||||
| Unrealized Carried Interest | (946,816) | (202,659) | |||||||||
| Unrealized Carried Interest Compensation | 757,452 | 83,830 | |||||||||
| Strategic Corporate Related Charges and Other | 61,675 | 6,807 | |||||||||
| Equity-based Compensation | 73,777 | 59,017 | |||||||||
| Equity-based Compensation - Performance based | 80,568 | 67,273 | |||||||||
| Strategic Holdings Adjustments: | |||||||||||
| Unrealized (Gains) Losses | (73,257) | (20,607) | |||||||||
Insurance Adjustments:(1) | |||||||||||
(Gains) Losses from Investments(1)(2) | 246,917 | 131,114 | |||||||||
Non-operating Changes in Policy Liabilities and Derivatives(1) | 73,863 | 106,491 | |||||||||
Equity-based and Other Compensation(1) | 29,066 | 36,393 | |||||||||
Amortization of Acquired Intangibles(1) | 4,412 | 2,794 | |||||||||
| Adjusted Net Income | $ | 863,745 | $ | 719,276 | |||||||
| Interest Expense, Net | 72,807 | 82,240 | |||||||||
| Net Income Attributable to Noncontrolling Interests | 1,923 | 5,626 | |||||||||
| Income Taxes on Adjusted Earnings | 216,366 | 173,057 | |||||||||
| Total Segment Earnings | $ | 1,154,841 | $ | 980,199 | |||||||
| Net Realized Performance Income | (77,998) | (61,389) | |||||||||
| Net Realized Investment Income | (114,542) | (165,120) | |||||||||
| Total Operating Earnings | $ | 962,301 | $ | 753,690 | |||||||
| Total Investing Earnings | 192,540 | 226,509 | |||||||||
| Depreciation and Amortization | 12,503 | 10,434 | |||||||||
| Adjusted EBITDA | $ | 1,167,344 | $ | 990,633 | |||||||
(1)For the three months ended March 31, 2023, amounts represent the portion allocable to KKR & Co. Inc.
(2)Includes (gains) losses on funds withheld receivables and payables embedded derivatives.
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KKR & Co. Inc. Stockholders' Equity - Common Stock
| As of | |||||
| March 31, 2024 | |||||
| ($ in thousands) | |||||
| KKR & Co. Inc. Stockholders' Equity - Common Stock | $ | 21,421,193 | |||
Impact of Consolidation and Other(1) | 391,128 | ||||
| Exchangeable Securities | 257,664 | ||||
| Accumulated Other Comprehensive Income (AOCI) and Other (Insurance) | 6,202,692 | ||||
| Book Value | $ | 28,272,677 | |||
Cash and Cash Equivalents - Asset Management and Strategic Holdings - GAAP
| As of | |||||
| March 31, 2024 | |||||
| ($ in thousands) | |||||
| Cash and Cash Equivalents - Asset Management and Strategic Holdings - GAAP | $ | 7,083,931 | |||
Impact of Consolidation and Other(1) | (3,563,677) | ||||
| Short-term Investments | 494,891 | ||||
| Cash and Short-term Investments | $ | 4,015,145 | |||
Investments - Asset Management and Strategic Holdings - GAAP
| As of | |||||
| March 31, 2024 | |||||
| ($ in thousands) | |||||
| Investments - Asset Management and Strategic Holdings - GAAP | $ | 100,693,987 | |||
Impact of Consolidation and Other(1) | (89,628,041) | ||||
| Short-term Investments | (494,891) | ||||
| Investments - Asset Management Segment | $ | 10,571,055 | |||
(1)The purpose of this adjustment is to present these non-GAAP measures without giving effect to the consolidation of the investment vehicles and collateralized financing entities that KKR manages. We believe that providing these non-GAAP measures on a supplemental basis to our GAAP results is helpful to stockholders in assessing the overall financial condition of KKR.
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Liquidity
We manage our liquidity and capital requirements by (a) focusing on our cash flows before the consolidation of our funds and CFEs and the effect of changes in short term assets and liabilities, which we anticipate will be settled for cash within one year, and (b) seeking to maintain access to sufficient liquidity through various sources. The overall liquidity framework and cash management approach of our insurance business are also based on seeking to build an investment portfolio that is cash flow matched, providing cash inflows from insurance assets that meet our insurance companies' expected cash outflows to pay their liabilities. Our primary cash flow activities typically involve: (i) generating cash flow from operations; (ii) generating income from investment activities, by investing in investments that generate yield (namely interest and dividends), as well as through the sale of investments and other assets; (iii) funding capital commitments that we have made to, and advancing capital to, our funds and CLOs; (iv) developing and funding new investment strategies, investment products, and other growth initiatives, including acquisitions of other investments, assets, and businesses; (v) underwriting and funding capital commitments in our capital markets business; (vi) distributing cash flow to our stockholders and any holders of our preferred stock, if any; and (vii) paying borrowings, interest payments, and repayments under credit agreements, our senior and subordinated notes, and other borrowing arrangements. See "—Liquidity," "—Liquidity Needs" and "—Dividends and Stock Repurchases."
See "Risk Factors" in our Annual Report and "—Business Environment" for more information on factors that may impact our business, financial performance, operating results and valuations.
Sources of Liquidity
Our primary sources of liquidity consist of amounts received from: (i) our operating activities, including the fees earned from our funds, portfolio companies, and capital markets transactions; (ii) realizations on carried interest from our investment funds; (iii) interest and dividends from investments that generate yield, including our investments in CLOs; (iv) in our insurance business, cash inflows in respect of new premiums, policyholder deposits, reinsurance transactions and funding agreements, including through memberships in FHLBs; (v) realizations on and sales of investments and other assets, including the transfers of investments or other assets for fund formations (including CLOs and other investment vehicles); and (vi) borrowings, including advances under our revolving credit facilities, debt offerings, repurchase agreements, and other borrowing arrangements. In addition, we may generate cash proceeds from issuances of our or our subsidiaries' equity securities.
Many of our investment funds like our private equity and real assets funds provide for carried interest. With respect to our carry-paying investment funds, carried interest is eligible to be distributed to the general partner of the fund only after all of the following are met: (i) a realization event has occurred (e.g., sale of a portfolio company, dividend, etc.); (ii) the vehicle has achieved positive overall investment returns since its inception, in excess of performance hurdles where applicable, and is accruing carried interest; and (iii) with respect to investments with a fair value below cost, cost has been returned to fund investors in an amount sufficient to reduce remaining cost to the investments' fair value. Even after all of the preceding conditions are met, the general partner of the fund may, in its sole discretion, decide to defer the distribution of carried interest to it to a later date. In addition, these funds generally include what is called a “clawback” provision, which provides that the general partner must return any carried interest that is paid in excess of what the general partner is entitled to receive at the end of the term of the fund, as discussed further below.
As of March 31, 2024, certain of our investment funds had met the first and second criteria, as described above, but did not meet the third criteria. In these cases, carried interest accrues on the consolidated statement of operations, but will not be distributed in cash to us as the general partner of an investment fund upon a realization event. For a fund that has a fair value above cost, overall, and is otherwise accruing carried interest, but has one or more investments where fair value is below cost, the shortfall between cost and fair value for such investments is referred to as a "netting hole." When netting holes are present, realized gains on individual investments that would otherwise allow the general partner to receive carried interest distributions are instead used to return invested capital to our funds' limited partners in an amount equal to the netting hole. Once netting holes have been filled with either (a) return of capital equal to the netting hole for those investments where fair value is below cost or (b) increases in the fair value of those investments where fair value is below cost, then realized carried interest will be distributed to the general partner upon a realization event. A fund that is in a position to pay cash carry refers to a fund for which carried interest is expected to be paid to the general partner upon the next material realization event, which includes funds with no netting holes as well as funds with a netting hole that is sufficiently small in size such that the next material realization event would be expected to result in the payment of carried interest. Strategic investor partnerships with fund investors may require netting across the various funds in which they invest, which may reduce the carried interest we otherwise would have earned if such fund investors were to have invested in our funds without the existence of the strategic investor partnership.
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As of March 31, 2024, netting holes in excess of $50 million existed at European Fund V and Health Care Strategic Growth Fund in the amounts of $102 million, and $72 million, respectively. In accordance with the criteria set forth above, other funds currently have and may in the future develop netting holes, and netting holes for those and other funds may otherwise increase or decrease in the future. There are also investment funds that are not accruing carried interest and do not have a netting hole although they may be in a clawback position. If the investment fund has distributed carried interest, but subsequently does not have sufficient value to provide for the distribution of carried interest at the end of the life of the investment fund, the general partner is typically required to return previously distributed carried interest to the fund investors. Although our current and former employees who received distributions of carried interest subject to clawback are required to return them to KKR, it is KKR’s obligation to return carried interest subject to clawback to the fund investors. As of March 31, 2024, approximately $550 million of carried interest was subject to this clawback obligation, assuming that all applicable carry-paying funds and their alternative investment vehicles were liquidated at their March 31, 2024 fair values. As of March 31, 2024, Asian Fund II is the only investment fund with a clawback obligation in excess of $50 million. See Note 24 "Commitments and Contingencies—Contingent Repayment Guarantees" in our financial statements included elsewhere in this report for further information. See also the negative amounts included in the Carried Interest column in the table included in this Item 2 in “Asset Management—Private Equity” for further information on clawback obligations.
We have access to funding under various credit facilities, other borrowing arrangements and other sources of liquidity that we have entered into with major financial institutions or which we receive from the capital markets.
For a discussion of our debt obligations, including our debt securities, revolving credit agreements and loans, see Note 16 "Debt Obligations" in our financial statements.
Liquidity Needs
We expect that our primary liquidity needs will consist of cash required to meet various obligations, including, without limitation, to:
•continue to support and grow our asset management business, including seeding new investment strategies, supporting capital commitments made by our vehicles to existing and future funds, co-investments and any net capital requirements of our capital markets companies and otherwise supporting the investment vehicles that we sponsor;
•continue to support and grow our insurance business;
•grow and expand our businesses generally, including by acquiring or launching new, complementary or adjacent businesses;
•warehouse investments in portfolio companies or other investments for the benefit of one or more of our funds, accounts or CLOs or other investment vehicles pending the contribution of committed capital by the fund investors in such vehicles, and advancing capital to them for operational or other needs;
•service debt obligations including the payment of obligations at maturity, on interest payment dates or upon redemption, as well as any contingent liabilities, including from litigation, that may give rise to future cash payments, including funding requirements to levered investment vehicles or structured transactions;
•fund cash operating expenses and contingencies, including for litigation matters and guarantees;
•pay corporate income taxes and other taxes;
•pay policyholders and amounts in our insurance business related to investment, reinvestment, reinsurance or funding agreement activity;
•pay amounts that may become due under our tax receivable agreement;
•pay cash dividends in accordance with our dividend policy for our common stock or the terms of our preferred stock, if any;
•underwrite commitments, advance loan proceeds and fund syndication commitments within our capital markets business;
•post or return collateral in respect of derivative contracts;
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•acquire other assets (including businesses, investments and other assets) for our businesses, some of which may be required to satisfy regulatory requirements for our capital markets business or risk retention requirements for CLOs (to the extent they may apply);
•address capital needs of regulated subsidiaries as well as non-regulated subsidiaries; and
•repurchase shares of our common stock or retire equity awards pursuant to the share repurchase program or repurchase or redeem other securities issued by us.
For a discussion of KKR's share repurchase program, see Note 22 "Equity" in our financial statements.
Capital Commitments
The agreements governing our active investment funds generally require the general partners of the funds to make minimum capital commitments to such funds, which generally range from 2% to 8% of a fund's total capital commitments at final closing, but may be greater for certain funds (i) where we are pursuing newer strategies, (ii) where third party investor demand is limited, and (iii) where a larger commitment is consistent with the asset allocation strategy in our Principal Activities business line, including exposure to the Asia-Pacific region, and in our Strategic Holdings segment.
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The following table presents our uncalled commitments to our active investment funds and other vehicles as of March 31, 2024:
| Uncalled Commitments | |||||
| Private Equity | ($ in millions) | ||||
| Core Investment Vehicles | $ | 3,098 | |||
| Ascendant Fund | 312 | ||||
| European Fund VI | 126 | ||||
| Health Care Strategic Growth Fund II | 89 | ||||
| Asian Fund IV | 69 | ||||
| North America Fund XIII | 62 | ||||
| Next Generation Technology Growth Fund III | 7 | ||||
| Other Private Equity Vehicles | 803 | ||||
| Total Private Equity Commitments | 4,566 | ||||
| Real Assets | |||||
| Asia Pacific Infrastructure Investors II | 241 | ||||
| Real Estate Partners Americas III | 78 | ||||
| Asia Real Estate Partners | 54 | ||||
| Real Estate Partners Europe II | 53 | ||||
| Global Infrastructure Investors IV | 16 | ||||
| Other Real Assets Vehicles | 1,779 | ||||
| Total Real Assets Commitments | 2,221 | ||||
| Credit and Liquid Strategies | |||||
| Asia Credit | 93 | ||||
| Opportunities Fund II | 91 | ||||
| Asset-Based Finance Partners | 60 | ||||
| Dislocation Opportunities Fund | 60 | ||||
| Lending Partners IV | 16 | ||||
| Lending Partners Europe II | 16 | ||||
| Private Credit Opportunities Partners II | 6 | ||||
| Other Credit and Liquid Strategies Vehicles | 819 | ||||
| Total Credit and Liquid Strategies Commitments | 1,161 | ||||
| Total Uncalled Commitments | $ | 7,948 | |||
Other Commitments
In addition to the uncalled commitments to our investment funds as shown above, KKR has entered into contractual commitments primarily with respect to underwriting transactions, debt financing, revolving credit facilities, and equity syndications in our Capital Markets business line. As of March 31, 2024, these commitments amounted to $0.5 billion. Whether these amounts are actually funded, in whole or in part, depends on the contractual terms of such commitments, including the satisfaction or waiver of any conditions to closing or funding. From time to time, we fund these various commitments noted above in our capital markets business by drawing all or substantially all of our availability for borrowings under our available credit facilities. We generally expect these borrowings by our capital markets business to be repaid promptly as these commitments are syndicated to third parties or otherwise fulfilled or terminated, although we may in some instances elect to retain a portion of the commitments for our own investment. These arrangements with third parties reduce our risk under certain circumstances when underwriting certain debt transactions. As a result, our unfunded commitments as of March 31, 2024 have been reduced to reflect the amount to be funded by such third parties. For more information about our Capital Markets business line's risks, see "Risk Factors—Risks Related to Our Business—Our capital markets activities expose us to material risks" in our Annual Report.
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Tax Receivable Agreement
On May 30, 2022, KKR terminated the tax receivable agreement with KKR Holdings other than with respect to exchanges of KKR Holdings Units completed prior to such date. As of March 31, 2024, an undiscounted payable of $381.1 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. As of March 31, 2024, approximately $103.9 million of cumulative cash payments have been made under the tax receivable agreement since inception.
Dividends and Stock Repurchases
A dividend of $0.175 per share of our common stock has been declared and will be paid on May 28, 2024 to holders of record of our common stock as of the close of business on May 13, 2024.
When KKR & Co. Inc. receives distributions from KKR Group Partnership, holders of exchangeable securities receive their pro rata share of such distributions from KKR Group Partnership.
The declaration and payment of dividends to our common stockholders will be at the sole discretion of our Board of Directors, and our dividend policy may be changed at any time. We announced on February 6, 2024 that our current dividend policy will be to pay dividends to holders of our common stock in an annual aggregate amount of $0.70 per share (or a quarterly dividend of $0.175 per share) beginning with the dividend announced with the results of the quarter ended March 31, 2024. The declaration of dividends is subject to the discretion of our Board of Directors based on a number of factors, including KKR’s future financial performance and other considerations that the Board of Directors deems relevant, and compliance with the terms of KKR & Co. Inc.'s certificate of incorporation and applicable law. For U.S. federal income tax purposes, any dividends we pay (including dividends on our preferred stock) generally will be treated as qualified dividend income for U.S. individual stockholders to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. There can be no assurance that future dividends will be made as intended or at all or that any particular dividend policy for our common stock will be maintained. Furthermore, the declaration and payment of distributions by KKR Group Partnership and our other subsidiaries may also be subject to legal, contractual and regulatory restrictions, including restrictions contained in our debt agreements.
Since 2015, KKR has repurchased, or retired equity awards representing, a total of 92.8 million shares of common stock for $2.6 billion, which equates to an average price of $28.05 per share. For further information, see "Part II—Item 2—Unregistered Sales of Equity Securities and Use of Proceeds."
Contractual Obligations, Commitments and Contingencies
In the ordinary course of business, we and our consolidated funds and CFEs enter into contractual arrangements that may require future cash payments. Contractual arrangements include (1) commitments to fund the purchase of investments or other assets (including obligations to fund capital commitments as the general partner of our investment funds) or to fund collateral for derivative transactions or otherwise, (2) obligations arising under our senior notes, subordinated notes, and other indebtedness, (3) commitments by our capital markets business to underwrite transactions or to lend capital, (4) obligations arising under insurance policies written, (5) other contractual obligations, including servicing agreements with third-party administrators for insurance policy administration, and (6) commitments to fund the business, operations or investments of our subsidiaries. In addition, we may incur contingent liabilities for claims that may be made against us in the future. For more information about these contingent liabilities, please see Note 24 "Commitments and Contingencies" in our financial statements.
Off Balance Sheet Arrangements
We do not have any off-balance sheet financings or liabilities other than contractual commitments and other legal contingencies incurred in the normal course of our business.
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Critical Accounting Policies and Estimates
The preparation of our financial statements in accordance with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of fees, capital allocation-based income (loss), expenses, investment income, and income taxes. Our management bases these estimates and judgments on available information, historical experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates, judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or changes in our analyses. If actual amounts are ultimately different from those estimated, judged or assumed, revisions are included in the financial statements in the period in which the actual amounts become known. We believe our critical accounting policies could potentially produce materially different results if we were to change underlying estimates, judgments or assumptions.
For a further discussion about our critical accounting policies, see Note 2 "Summary of Significant Accounting Policies" in our financial statements included in this report.
Basis of Accounting
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 CFEs.
When an entity is consolidated, we reflect the accounts of the consolidated entity, including its assets, liabilities, revenues, expenses, investment income, cash flows and other amounts, on a gross basis. While the consolidation of an investment fund or entity does not have an effect on the amounts of Net Income Attributable to KKR or KKR's stockholders' equity that KKR reports, the consolidation does significantly impact the financial statement presentation under GAAP. This is due to the fact that the accounts of the consolidated entities are reflected on a gross basis while the allocable share of those amounts that are attributable to third parties are reflected as single line items. The single line items in which the accounts attributable to third parties are recorded are presented as noncontrolling interests on the consolidated statements of financial condition and net income (loss) attributable to noncontrolling interests on the consolidated statements of operations.
The presentations in the consolidated statement of financial condition and consolidated statement of operations reflect the significant industry diversification of KKR by its acquisition of Global Atlantic. Global Atlantic operates an insurance business, and KKR operates an asset management business, which manages the operations of the newly-formed Strategic Holdings segment (see Note 21 - "Segment Reporting"), each of which possess distinct characteristics. As a result, KKR developed a two-tiered approach for the financial statements presentation, where Global Atlantic's insurance operations are presented separately from KKR's asset management business. KKR believes that these separate presentations provide a more informative view of the consolidated financial position and results of operations than traditional aggregated presentations and that reporting Global Atlantic’s insurance operations separately is appropriate given, among other factors, the relative significance of Global Atlantic’s policy liabilities, which are not obligations of KKR (other than the insurance companies that issued them). If a traditional aggregate presentation were to be used, KKR would expect to eliminate or combine several identical or similar captions, which would condense the presentations, but would also reduce the level of information presented. KKR also believes that using a traditional aggregate presentation would result in no new line items compared to the two-tier presentation included in the financial statements in this report.
In the ordinary course of business, KKR’s Asset Management business, Strategic Holdings segment and Global Atlantic enter into transactions with each other, which may include transactions pursuant to their investment management agreements and financing arrangements. The borrowings from these financing arrangements are non-recourse to KKR beyond the assets pledged to support such borrowings. All the investment management and financing arrangements amongst KKR segments are eliminated in consolidation.
All intercompany transactions and balances have been eliminated.
Consolidation
KKR consolidates all entities that it controls either through a majority voting interest or as the primary beneficiary of variable interest entities (“VIEs”). The following discussion is intended to provide supplemental information about how the application of consolidation principles impact our financial results, and management’s process for implementing those principles including areas of significant judgment. For a detailed description of our accounting policy on consolidation, see Note 2 "Summary of Significant Accounting Policies" in our financial statements included in this report.
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As part of its consolidation procedures, KKR evaluates: (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3) whether the KKR’s involvement would make it the primary beneficiary. The determination that KKR holds a controlling financial interest in an investment vehicle significantly changes the presentation of our consolidated financial statements.
The assessment of whether we consolidate an investment vehicle we manage requires the application of significant judgment. These judgments are applied both at the time we become involved with an investment vehicle and on an ongoing basis and include, but are not limited to:
•Determining whether our management fees, carried interests or incentive fees represent variable interests - We make judgments as to whether the fees we earn are commensurate with the level of effort required for those fees and at market rates. In making this judgment, we consider, among other things, the extent of third party investment in the entity and the terms of any other interests we hold in the VIE.
•Determining whether a legal entity qualifies as a VIE - For those entities where KKR holds a variable interest, management determines whether each of these entities qualifies as a VIE and, if so, whether or not KKR is the primary beneficiary. The assessment of whether the entity is a VIE is generally performed qualitatively, which requires judgment. These judgments include: (a) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic performance of the entity, (c) determining whether two or more parties’ equity interests should be aggregated, and (d) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity. Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities. Under the voting interest entity model, KKR consolidates those entities it controls through a majority voting interest.
•Concluding whether KKR has an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE - As there is no explicit threshold in GAAP to define “potentially significant,” we must apply judgment and evaluate both quantitative and qualitative factors to conclude whether this threshold is met.
Changes to these judgments could result in a change in the consolidation conclusion for a legal entity.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.
GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Investments and other financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I
Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.
Level II
Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies.
Level III
Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. The valuation of our Level III investments at March 31, 2024 represents management's best estimate of the amounts that we would anticipate realizing on the sale of these investments in an orderly transaction at such date.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.
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Level III Valuation Methodologies
Our investments and financial instruments 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 carried interest and investment income we realize. Additionally, a change in interest rates could have a significant impact on valuations.
Across the total Level III private equity investment portfolio (including core private equity investments), and including investments in both consolidated and unconsolidated investment funds, approximately 60% of the fair value is derived from investments that are valued based exactly 50% on market comparables and 50% on a discounted cash flow analysis. Less than 2% of the fair value of this Level III private equity investment portfolio (including core private equity investments) is derived from investments that are valued either based 100% on market comparables or 100% on a discounted cash flow analysis. As of March 31, 2024, the overall weights ascribed to the market comparables methodology, the discounted cash flow methodology, and a methodology based on pending sales for this portfolio of Level III private equity investments were 38%, 55%, and 7%, respectively.
There is inherent uncertainty involved in the valuation of Level III investments, and there is no assurance that, upon liquidation, KKR will realize the values reflected in our valuations. Our valuations may differ significantly from the values that would have been used had an active market for the investments existed, and it is reasonably possible that the difference could be material. See "Risk Factors" in our Annual Report and "—Business Environment" for more information on factors that may impact our business, financial performance, operating results and valuations.
Key unobservable inputs that have a significant impact on our Level III valuations as described above are included in Note 9 "Fair Value Measurements" in our financial statements.
Level III Valuation Process
The valuation process involved for Level III measurements is completed on a quarterly basis and is designed to subject the valuation of Level III investments to an appropriate level of consistency, oversight, and review.
For private equity and real asset investments classified as Level III, investment professionals prepare preliminary valuations based on their evaluation of financial and operating data, company specific developments, market valuations of comparable companies and other factors. KKR begins its procedures to determine the fair values of its Level III assets approximately one month prior to the end of a reporting period, and KKR follows additional procedures to ensure that its determinations of fair value for its Level III assets are appropriate as of the relevant reporting date. These preliminary valuations are reviewed by an independent valuation firm engaged by KKR to perform certain procedures in order to assess the reasonableness of KKR's valuations annually for all Level III private equity and real asset investments and quarterly for investments other than certain investments, which have values less than preset value thresholds and which in the aggregate comprise less than 1% of the total value of KKR's Level III private equity and real asset investments. The valuations of certain real asset investments are determined solely by independent valuation firms without the preparation of preliminary valuations by our investment professionals, and instead such independent valuation firms rely on valuation information available to it as a broker or valuation firm. For credit investments, an independent valuation firm is generally engaged by KKR to assist with the valuations of most investments classified as Level III. The valuation firm either provides a value, provides a valuation range from which KKR's investment professionals select a point in the range to determine the valuation, or performs certain procedures in order to assess the reasonableness of KKR's valuations. After reflecting any input from the independent valuation firm, the valuation proposals are submitted for review and approval by KKR's valuation committees. As of March 31, 2024, less than 4% of the total value of our Level III credit investments were not valued with the engagement of an independent valuation firm.
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For Level III investments in Asset Management, KKR has a global valuation committee that is responsible for coordinating and implementing the firm's valuation process to ensure consistency in the application of valuation principles across portfolio investments and between periods. The global valuation committee is assisted by the asset class-specific valuation committees that exist for private equity (including core equity investments and certain impact investments), growth equity (including certain impact investments), real estate, energy, infrastructure and credit. The asset class-specific valuation committees are responsible for the review and approval of all preliminary Level III valuations in their respective asset classes on a quarterly basis. The members of these valuation committees are comprised of investment professionals, including the heads of each respective strategy, and professionals from business operations functions such as legal, compliance and finance, who are not primarily responsible for the management of the investments. All Level III valuations for investments in Asset Management are also subject to approval by the global valuation committee, which is comprised of senior employees including investment professionals and professionals from business operations functions, and includes KKR's Chief Financial Officer, Chief Legal Officer and General Counsel, and Chief Compliance Officer. When valuations are approved by the global valuation committee after reflecting any input from it, the valuations of Level III investments, as well as the valuations of Level I and Level II investments, are presented to the Audit Committee of the Board of Directors of KKR & Co. Inc. and are then reported to the Board of Directors.
Level III investments held by Global Atlantic are valued on the basis of pricing services, broker-dealers or internal models. Global Atlantic performs a quantitative and qualitative analysis and review of the information and prices received from independent pricing services as well as broker-dealers to verify that it represents a reasonable estimate of fair value. As of March 31, 2024, approximately 95% of these investments were priced via external sources, while approximately 5% were valued on the basis of internal models. For all the internally developed models, Global Atlantic seeks to verify the reasonableness of fair values by analyzing the inputs and other assumptions used. These preliminary valuations are reviewed, based on certain thresholds, by an independent valuation firm engaged by Global Atlantic to perform certain procedures in order to assess the reasonableness of Global Atlantic's valuations. When valuations are approved by Global Atlantic's management, the valuations of its Level III investments, as well as the valuations of Level I and Level II investments, are presented to the Audit Committee of the Board of Directors of KKR & Co. Inc. and are then reported to the Board of Directors.
As of March 31, 2024, upon completion by, where applicable, independent valuation firms of certain limited procedures requested to be performed by them on certain Level III investments, the independent valuation firms concluded that the fair values, as determined by KKR (including Global Atlantic), of those investments reviewed by them were reasonable. The limited procedures did not involve an audit, review, compilation or any other form of examination or attestation under generally accepted auditing standards and were not conducted on all Level III investments. We are responsible for determining the fair value of investments in good faith, and the limited procedures performed by an independent valuation firm are supplementary to the inquiries and procedures that we are required to undertake to determine the fair value of the commensurate investments.
As described above, Level II and Level III investments were valued using internal models with significant unobservable inputs, and our determinations of the fair values of these investments may differ materially from the values that would have resulted if readily observable inputs had existed. Additional external factors may cause those values, and the values of investments for which readily observable inputs exist, to increase or decrease over time, which may create volatility in our earnings and the amounts of assets and stockholders' equity that we report from time to time.
Changes in the fair value of investments impacts the amount of carried interest that is recognized as well as the amount of investment income that is recognized for investments held directly in Asset Management and through our consolidated funds as described below. We estimate that an immediate 10% decrease in the fair value of investments held directly and through consolidated investment funds generally would result in a commensurate change in the amount of net gains (losses) from investment activities for investments held directly and through investment funds and a more significant impact to the amount of carried interest recognized, regardless of whether the investment was valued using observable market prices or management estimates with significant unobservable pricing inputs. With respect to consolidated investment funds, the impact that the consequential decrease in investment income would have on net income attributable to KKR would generally be significantly less than the amount described above, given that a majority of the change in fair value of our consolidated funds would be attributable to noncontrolling interests and therefore we are only impacted to the extent of our carried interest and our balance sheet investments. With respect to Insurance, a decrease in investment income for certain assets where investment gains and losses are recognized through the statement of operations would impact KKR only to the extent of our economic ownership interest in Global Atlantic.
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As of March 31, 2024, there were no investments (including in our new Strategic Holdings segment) which represented greater than 5% of total investments on a GAAP basis. Our investment income on a GAAP basis and our asset management segment assets can be impacted by volatility in the public markets related to our holdings of publicly traded securities, including our holdings of equity securities of Crescent Energy Holdings and BridgeBio Pharma, Inc. See "Risk Factors" in our Annual Report and "—Business Environment" for a discussion of factors that may impact the valuations of our investments, financial results, operating results and valuations, and "—Segment Balance Sheet Measures" for additional information regarding our largest holdings on a segment basis.
Business Combinations
KKR accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date.
Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and may incorporate management’s own assumptions and involve a significant degree of judgment. We use our best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets. Examples of critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful life, discount rates and income tax rates. Our estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying assets acquired. We estimate the useful lives of the intangible assets based on the expected period over which we anticipate generating economic benefit from the asset. We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual result.
Income Taxes
Significant judgment is required in estimating the provision for (benefit from) income taxes, current and deferred tax balances (including valuation allowance), accrued interest or penalties and uncertain tax positions. In evaluating these judgments, we consider, among other items, projections of taxable income (including the character of such income), beginning with historic results and incorporating assumptions of the amount of future pretax operating income. These assumptions about future taxable income require significant judgment and are consistent with the plans and estimates that KKR uses to manage its business. A portion of the deferred tax assets are not considered to be more likely than not to be realized. For that portion of the deferred tax assets for Global Atlantic, a valuation allowance has been recorded. Revisions in estimates or actual costs of a tax assessment may ultimately be materially different from the recorded accruals and unrecognized tax benefits, if any. Please see Note 18 "Income Taxes" in our financial statements in this report for further details.
Critical Accounting Policies and Estimates - Asset Management and Strategic Holdings
Revenues
Fees and Other
Fees and other consist primarily of (i) management and incentive fees from providing investment management services to unconsolidated funds, CLOs, other vehicles, and separately managed accounts; (ii) transaction fees earned in connection with successful investment transactions and from capital markets activities; (iii) monitoring fees from providing services to portfolio companies; (iv) expense reimbursements from certain investment funds and portfolio companies; and (v) consulting fees. These fees are based on the contractual terms of the governing agreements and are recognized when earned, which coincides with the period during which the related services are performed and in the case of transaction fees, upon closing of the transaction. Monitoring fees may provide for a termination payment following an initial public offering or change of control. These termination payments are recognized in the period when the related transaction closes.
Transaction fee calculations and management fee calculations based on committed capital or invested capital typically do not require discretion and therefore do not require the use of significant estimates or judgments. Management fee calculations based on net asset value depend on the fair value of the underlying investments within the investment vehicles. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used as well as economic conditions.
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Capital Allocation-Based Income (Loss)
Capital allocation-based income (loss) is earned from those arrangements whereby KKR serves as general partner and includes income or loss from KKR's capital interest as well as "carried interest" which entitles KKR to a disproportionate allocation of investment income or loss from an investment fund's limited partners.
Carried interest is recognized upon appreciation of the funds’ investment values above certain return hurdles set forth in their partnership agreement. KKR recognizes revenues attributable to capital allocation-based income based upon the amount that would be due pursuant to the fund partnership agreement at each period end as if the funds were terminated at that date. Accordingly, the amount recognized reflects KKR’s share of the gains and losses of the associated funds’ underlying investments measured at their then-current fair values relative to the fair values as of the end of the prior period. Because of the inherent uncertainty in measuring the fair value of investments in the absence of observable market prices as previously discussed, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
Expenses
Compensation and Benefits
Compensation and Benefits expense includes (i) base cash compensation consisting of salaries and wages, (ii) benefits, (iii) carry pool allocations, (iv) equity-based compensation and (v) discretionary cash bonuses.
To supplement base cash compensation, benefits, carry pool allocations, and equity-based compensation, we typically pay discretionary cash bonuses, which are included in Compensation and Benefits expense in the consolidated statements of operations, based principally on the level of (i) management fees and other fee revenues (including incentive fees), (ii) realized carried interest and (iii) realized investment income earned during the year. The amounts paid as discretionary cash bonuses, if any, are at our sole discretion and vary from individual to individual and from period to period, including having no cash bonus. We accrue discretionary cash bonuses when payment becomes probable and reasonably estimable which is generally in the period when we make the decision to pay discretionary cash bonuses and is based upon a number of factors, including the recognition of fee revenues, realized carried interest, realized investment income and other factors determined during the year.
Beginning in 2021, we expect to pay our employees by assigning a percentage range to each component of asset management segment revenues. Prior to January 1, 2024, based on the current components and blend of our asset management segment revenues on an annual basis, we expected to use approximately: (i) 20‐25% of fee related revenues, (ii) 60‐70% of realized carried interest and incentive fees not included in fee related performance revenues or earned from our hedge fund partnerships, and (iii) 10‐20% of realized investment income and hedge fund partnership incentive fees, to pay our asset management employees. Beginning in January 2024, we expect to use approximately: (i) 15%-20% of fee related revenues, (ii) 70%-80% of realized carried interest and incentive fees not included in fee related performance revenues or earned from our hedge fund partnerships, and (iii) 10%-20% of realized investment income and hedge fund partnership incentive fees, to pay our asset management employees. Because these ranges are applied to applicable asset management segment revenue components independently, and on an annual basis, the amount paid as a percentage of total 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 occurrence of the realization event. There is no contractual or other binding obligation that requires us to pay a discretionary cash bonus to the asset management employees, except in limited circumstances.
Carry Pool Allocation
With respect to our funds that provide for carried interest, we allocate a portion of the realized and unrealized carried interest that we earn to Associates Holdings, which we refer to as the carry pool, from which our asset management employees and certain other carry pool participants are eligible to receive a carried interest allocation. The allocation is determined based upon a fixed arrangement between Associates Holdings and us, and we do not exercise discretion on whether to make an allocation to the carry pool upon a realization event. We refer to the portion of carried interest that we allocate to the carry pool as the carry pool percentage.
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As of December 31, 2023, the carry pool percentage was fixed at 40%, 43% or 65% by investment fund, depending on the fund’s vintage. For funds that closed after December 31, 2020 but before December 31, 2023, the carry pool percentage was fixed at 65%. For funds that closed after June 30, 2017 but before December 31, 2020, the carry pool percentage was fixed at 43%, and the carry pool percentage was fixed at 40% for older funds that contributed to KKR's carry pool. Effective January 2, 2024, KKR is authorized to apply a carry pool percentage in excess of these fixed percentages of up to 80% for all funds.
This increase to the carry pool percentage was approved by a majority of KKR's independent directors, and the carry pool percentage may not be increased above 80% without the further approval of a majority of KKR's independent directors. For funds that closed after December 31, 2023, the carry pool percentage is fixed at 80%. For funds that closed prior to December 31, 2023, the carry pool percentage is calculated at a fixed percentage of 40%, 43% or 65% (depending on the fund’s vintage) for carried interest realized up to a high water mark, which was established based on the unrealized carried interest balance that existed on January 2, 2024, plus an additional percentage amount up to 80% based on a formulaic allocation, only if the unrealized carried interest balance at any period end exceeds the high water mark. This imposes a limitation of the carry pool allocation for such funds based on the amount of cumulative unrealized carried interest income earned subsequent to December 31, 2023.
For funds that closed before December 31, 2023, if the cumulative carried interest subsequent to December 31, 2023 is not sufficient to fund this formulaic allocation, the allocation of earnings reverts to the carry pool percentage in effect before this modification. As such, upon modification of the carry pool percentage effective on January 2, 2024, the cumulative unrealized carried interest was not sufficient to fund the additional formulaic allocation percentage in excess of the pre-existing 40%, 43% and 65% carry pool percentages, and therefore no incremental expense was recognized as of such date. The carry pool percentage applicable for all funds that closed prior to December 31, 2023 will not be less than their applicable carry pool percentages of 40%, 43% or 65% prior to December 31, 2023, and will not be more than 80%. The intent of this modification is that for all funds that closed prior to January 2, 2024, upon the final liquidation of each fund, realized carried interest distributed will equal the historical fund carry pool allocations up to the high water mark and only distributions of realized carried interest in excess of the high water mark will be distributed at 80 percent if and only if the unrealized carried interest balance at any period end exceeds the high water mark. Under no circumstance would a distribution of carried interest exceed 80% of the total allocable carried interest at any time.
KKR accounts for the carry pool as a compensatory profit-sharing arrangement in Accrued Expenses and Other Liabilities within the accompanying consolidated statements of financial condition in conjunction with the related carried interest income and it is recorded as compensation expense. The liability that is recorded in each period reflects the legal entitlement of Associates Holdings at each point in time should the total unrealized carried interest be realized at the value recorded at each reporting date. Upon a reversal of carried interest income, the related carry pool allocation, if any, is also reversed. Accordingly, such compensation expense is subject to both positive and negative adjustments.
As disclosed above, we record compensation for our asset management employees in an amount that equates to 70‐80% of realized carried interest and incentive fees which are not included in fee related performance revenues or earned from our hedge fund partnerships. The amounts recorded as compensation for the three months ended March 31, 2024 and certain prior periods are greater than the amounts allocated to the carry pool for those periods. Any amounts recorded as compensation that are higher than the amounts allocated in accordance with the percentages referenced above represent discretionary cash bonus compensation to our asset management employees. The amounts paid as discretionary cash bonuses, if any, are at our discretion and vary from individual to individual and from period to period, including having no cash bonus at all for certain employees. See "—Revenues—Capital Allocation-Based Income (Loss)" and "—Compensation and Benefits" above.
On the Sunset Date (which will not be later than December 31, 2026), KKR will acquire control of Associates Holdings and will commence making decisions regarding the allocation of the carry proceeds pursuant to the limited partnership agreement of Associates Holdings. Until the Sunset Date, our Co-Founders will continue to make decisions regarding the allocation of the carry proceeds to themselves and others, pursuant to the limited partnership agreement of Associates Holdings, provided that any allocation of carry proceeds to the Co-Founders will be on a percentage basis consistent with past practice. For additional information about the Sunset Date and the Reorganization Agreement, see Note 1 "Organization" in our financial statements included in this report.
Equity-based Compensation
In addition to the cash-based compensation and carry pool allocations as described above, employees receive equity awards under our Equity Incentive Plans, most of which are subject to service-based vesting typically over a three to five-year period from the date of grant, and some of which are also subject to the achievement of market-based conditions. Certain of these awards are subject to post-vesting transfer restrictions and minimum retained ownership requirements.
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Compensation expense relating to the issuance of equity-based awards is measured at fair value on the grant date. In determining the aggregate fair value of any award grants, we make judgments as to the grant-date fair value, particularly for certain restricted units with a vesting condition based upon market conditions, whose grant date fair values are based on a probability distributed Monte-Carlo simulation. See Note 19 "Equity Based Compensation,” in our financial statements included in this report for further discussion and activity of these awards.
Investment Income (Loss) -Net Gains (Losses) from Investment Activities
Net gains (losses) from investment activities consist of realized and unrealized gains and losses arising from our investment activities as well as income earned from certain equity method investments. Fluctuations in net gains (losses) from investment activities between reporting periods is driven primarily by changes in the fair value of our investment portfolio as well as the realization of investments. The fair value of, as well as the ability to recognize gains from, our investments is significantly impacted by the global financial markets, which, in turn, affects the net gains (losses) from investment activities recognized in any given period. Upon the disposition of an investment, previously recognized unrealized gains and losses are reversed and an offsetting realized gain or loss is recognized in the current period. Since our investments are carried at fair value, fluctuations between periods could be significant due to changes to the inputs to our valuation process over time. For a further discussion of our fair value measurements and fair value of investments, see above "—Critical Accounting Policies and Estimates—Fair Value Measurements."
Critical Accounting Policies and Estimates – Insurance
Policy liabilities
Policy liabilities, or collectively, “reserves,” are the portion of past premiums or assessments received that are set aside to meet future policy and contract obligations as they become due. Interest accrues on the reserves and on future premiums, which may also be available to pay for future obligations. Global Atlantic establishes reserves to pay future policy benefits, claims, and certain expenses for its life policies and annuity contracts.
Global Atlantic's reserves are estimated based on models that include many actuarial assumptions and projections. These assumptions and projections, which are inherently uncertain, involve significant judgment, including assumptions as to the levels and/or timing of premiums, benefits, claims, expenses, interest credits, investment results (including equity market returns), mortality, longevity, and persistency.
The assumptions on which reserves are based are intended to represent an estimation of experience for the period that policy benefits are payable. Global Atlantic reviews the adequacy of its reserves and the assumptions underlying those reserves at least annually. Global Atlantic cannot, however, determine with precision the amount or the timing of actual benefit payments. If actual experience is better than or equal to the assumptions, then reserves would be adequate to provide for future benefits and expenses. If experience is worse than the assumptions, additional reserves may be required to meet future policy and contract obligations. This would result in a charge to Global Atlantic's net income during the period in which excess benefits are paid or an increase in reserves occurs.
For a majority of Global Atlantic's in-force policies, including its interest-sensitive life policies and most annuity contracts, the base policy reserve is equal to the account value. For these products, the account value represents Global Atlantic's obligation to repay to the policyholder the amounts held with Global Atlantic on deposit. However, there are several significant blocks of business where policy reserves, in addition to the account value, are explicitly calculated, including variable annuities, fixed-indexed annuities, interest-sensitive life products (including those with secondary guarantees), and preneed policies.
Market risk benefits
Market risk benefits are contracts or contract features that both provide protection to the policyholder from other-than-nominal capital market risk and expose Global Atlantic to other-than-nominal capital market risk. Market risk benefits include certain contract features on fixed annuity and variable annuity products, including minimum guarantees to policyholders, such as guaranteed minimum death benefits (GMDBs), guaranteed minimum withdrawal benefits (GMWBs), and long-term care benefits (which are capped at the return of account value plus one or two times the account value).
Some of Global Atlantic's variable annuity and fixed-indexed annuity contracts contain a GMDB feature that provides a guarantee that the benefit received at death will be no less than a prescribed minimum amount, even if the account balance is reduced to zero. This amount is based on either the net deposits paid into the contract, the net deposits accumulated at a specified rate, the highest historical account value on a contract anniversary, or sometimes a combination of these values. If the GMDB is higher than the current account value at the time of death, Global Atlantic incurs a cost equal to the difference.
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Global Atlantic issues fixed-indexed annuity and variable annuity contracts with a guaranteed minimum withdrawal feature. GMWB are an optional benefit where the contract owner is entitled to withdraw a maximum amount of their benefit base each year.
Once exercised, living benefit features provide annuity policyholders with a minimum guaranteed stream of income for life. A policyholder’s annual income benefit is generally based on an annual withdrawal percentage multiplied by the benefit base. The benefit base is defined in the policy and is generally the initial premium, reduced by any partial withdrawals and increased by a defined percentage, formula or index credits. Any living benefit payments are first deducted from the account value. Global Atlantic is responsible for paying any excess guaranteed living benefits still owed after the account value has reached zero.
The ultimate cost of these benefits will depend on the level of market returns and the level of contractual guarantees, as well as policyholder behavior, including surrenders, withdrawals, and benefit utilization. For Global Atlantic's fixed-indexed annuity products, costs also include certain non-guaranteed terms that impact the ultimate cost, such as caps on crediting rates that Global Atlantic can, in its discretion, reset annually.
See Note 17 — “Policy liabilities” in our financial statements for additional information.
As of March 31, 2024, the net market risk liability balance totaled $1.0 billion. As of March 31, 2024, the liability balances for market risk benefits were $836.2 million for fixed-indexed annuities and $174.0 million for variable and other annuities. The increase (decrease) to the net market risk benefit liability balance as a result of hypothetical changes in interest rates, instrument-specific credit risk, equity market prices, expected mortality, and expected surrenders are summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of such balances.
| As of March 31, 2024 | ||||||||||||||
| Fixed-indexed annuity | Other | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Balance | $ | 836,182 | $ | 174,020 | ||||||||||
| Hypothetical change: | ||||||||||||||
| +50 bps interest rates | (127,909) | (46,500) | ||||||||||||
| -50 bps interest rates | 143,032 | 51,822 | ||||||||||||
| +50 bps instrument-specific credit risk | (122,803) | (23,852) | ||||||||||||
| -50 bps instrument-specific credit risk | 136,906 | 26,283 | ||||||||||||
| +10% equity market prices | (50,777) | (48,996) | ||||||||||||
| -10% equity market prices | 33,558 | 55,898 | ||||||||||||
| 95% of expected mortality | 40,248 | 5,623 | ||||||||||||
| 105% of expected mortality | (37,938) | (4,967) | ||||||||||||
| 90% of expected surrenders | 22,943 | 2,622 | ||||||||||||
| 110% of expected surrenders | (21,837) | (2,533) | ||||||||||||
Note: Hypothetical changes to the market risk benefits liability balance do not reflect the impact of related hedges.
Policy liabilities accounted for under a fair value option
Variable annuity contracts offered and assumed by Global Atlantic provide the contractholder with a GMDB. The liabilities for these benefits are included in policy liabilities. Global Atlantic elected the fair value option to measure the liability for certain of these variable annuity contracts valued at $314.5 million as of March 31, 2024. Fair value is calculated as the present value of the estimated death benefits less the present value of the GMDB fees, using 1,000 risk neutral scenarios. Global Atlantic discounts the cash flows using the U.S. Treasury rates plus an adjustment for instrument-specific credit risk in the consolidated statement of financial condition. The change in the liabilities for these benefits is included in policy benefits and claims in the consolidated statement of operations.
As of March 31, 2024, variable annuities accounted for using the fair value option totaled $314.5 million. The increase (decrease) in the reserves for variable annuities accounted for using the fair value option as a result of hypothetical changes in interest rates, instrument-specific credit risk, equity market prices, expected mortality, and expected surrenders are summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of such balances.
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| As of March 31, 2024 | ||||||||
| Variable annuities | ||||||||
| ($ in thousands) | ||||||||
| Balance | $ | 314,510 | ||||||
| Hypothetical change: | ||||||||
| +50 bps interest rates | (20,606) | |||||||
| -50 bps interest rates | 22,343 | |||||||
| +50 bps instrument-specific credit risk | (13,312) | |||||||
| -50 bps instrument-specific credit risk | 13,809 | |||||||
| +10% equity market prices | (16,126) | |||||||
| -10% equity market prices | 18,753 | |||||||
| 95% of expected mortality | (5,231) | |||||||
| 105% of expected mortality | 4,996 | |||||||
| 90% of expected surrenders | 676 | |||||||
| 110% of expected surrenders | (670) | |||||||
Note: Hypothetical changes to the liability balances do not reflect the impact of related hedges.
Liability for future policyholder benefits
A liability for future policy benefits, which is the present value of estimated future policy benefits to be paid to or on behalf of policyholders and certain related expenses less the present value of estimated future net premiums to be collected from policyholders, is accrued as premium revenue is recognized. The liability is estimated using current assumptions that include mortality, morbidity, lapses, and expenses. These current assumptions are based on judgments that consider Global Atlantic’s historical experience, industry data, and other factors, and are updated quarterly and the current period change in the liability is recognized as a separate component of benefit expense in the consolidated income statement.
As of March 31, 2024, the liability for future policy benefits totaled $9.8 billion, net of reinsurance, split between $8.1 billion associated with payout annuity products, and $1.7 billion of life and other insurance products (including assumed long-term care insurance where we retroceded mortality and morbidity risks to a third-party reinsurer.) The increase (decrease) as a result of hypothetical changes in interest rates, credit spreads, expected mortality, and expected surrenders and lapses are summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of such balances.
| As of March 31, 2024 | ||||||||||||||
| Payout annuities | Other | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Balance | $ | 8,138,775 | $ | 1,691,519 | ||||||||||
| Hypothetical change: | ||||||||||||||
| +50 bps interest rates | (162,767) | (329,112) | ||||||||||||
| -50 bps interest rates | 175,488 | 355,580 | ||||||||||||
| +50 bps credit spreads | (135,548) | (331,732) | ||||||||||||
| -50 bps credit spreads | 140,878 | 352,680 | ||||||||||||
95% of expected mortality(1) | 61,576 | 32,312 | ||||||||||||
105% of expected mortality(1) | (58,383) | (30,745) | ||||||||||||
| 90% of expected surrenders/lapses | — | (2,132) | ||||||||||||
| 110% of expected surrenders/lapses | — | 1,728 | ||||||||||||
Note: Hypothetical changes to the liability for future policy benefits balance do not reflect the impact of related hedges.
(1)Includes decrements for terminations of disability insurance
Additional liability for annuitization, death, or other insurance benefits: no-lapse guarantees
Global Atlantic has in-force interest-sensitive life contracts where it provides a secondary guarantee to the policyholder. The policy can remain in-force, even if the base policy account value is zero, as long as contractual secondary guarantee requirements have been met. The primary risk to Global Atlantic is that the premium collected under these policies, together with the investment return Global Atlantic earns on that premium, is ultimately insufficient to pay the policyholder’s benefits and the expenses associated with issuing and administering these policies. Global Atlantic holds an additional reserve in connection with these guarantees.
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The additional reserves related to interest-sensitive life products with secondary guarantees are calculated using methods similar to those described above under “—Critical Accounting Policies and Estimates - Insurance—Policy liabilities—Market risk benefits.” The costs related to these secondary guarantees are recognized over the life of the contracts through the accrual and subsequent release of a reserve which is revalued each period. The reserve is calculated based on assessments, over a range of economic scenarios to incorporate the variability in the obligation that may occur under different environments. The change in the reserve is included in policy benefits and claims in the consolidated statements of operations.
As of March 31, 2024, the additional liability balance of primarily interest-sensitive life totaled $5.8 billion, net of reinsurance. The increase (decrease) to the additional liability balance, as a result of hypothetical changes in interest rates, equity market prices, annual equity growth, expected mortality, and expected surrenders are summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of the interest-sensitive life no-lapse guarantee liability balance.
| As of March 31, 2024 | ||||||||
| Interest-sensitive life | ||||||||
| ($ in thousands) | ||||||||
| Balance | $ | 5,753,043 | ||||||
| Hypothetical change: | ||||||||
| +50 bps interest rates | 488 | |||||||
| -50 bps interest rates | (504) | |||||||
| +10% equity market prices | (624) | |||||||
| -10% equity market prices | (54) | |||||||
| 1% lower annual equity growth | (3,710) | |||||||
| 95% of expected mortality | (33,279) | |||||||
| 105% of expected mortality | 32,850 | |||||||
| 90% of expected surrenders | 23,913 | |||||||
| 110% of expected surrenders | (22,763) | |||||||
Note: Hypothetical changes to the interest-sensitive life additional liability for annuitization, death, or other insurance benefits balance do not reflect the impact of related hedges.
Embedded derivatives in policy liabilities and funds withheld
Global Atlantic's fixed-indexed annuity, variable annuity and indexed universal life products contain equity-indexed features, which are considered embedded derivatives and are required to be measured at fair value.
Global Atlantic calculates the embedded derivative as the present value of future projected benefits in excess of the projected guaranteed benefits, using an option budget as the indexed account value growth rate. In addition, the fair value of the embedded derivative is reduced to reflect instrument specific credit risk on Global Atlantic's obligation (i.e. Global Atlantic's own credit risk).
Changes in interest rates, future index credits, instrument-specific credit risk, projected withdrawal and surrender activity, and mortality on fixed-indexed annuity and interest-sensitive life products can have a significant impact on the value of the embedded derivative.
Valuation of embedded derivatives – Fixed-indexed annuities
Fixed-indexed annuity contracts allow the policyholder to elect a fixed interest rate of return or a market indexed strategy where interest credited is based on the performance of an index, such as the S&P 500 Index, or other indexes. The market indexed strategy is an embedded derivative, similar to a call option. The fair value of the embedded derivative is computed as the present value of benefits attributable to the excess of the projected policy contract values over the projected minimum guaranteed contract values. The projections of policy contract values are based on assumptions for future policy growth, which include assumptions for expected index credits, future equity option costs, volatility, interest rates, and policyholder behavior. The projections of minimum guaranteed contract values include the same assumptions for policyholder behavior as are used to project policy contract values. The embedded derivative cash flows are discounted using a risk-free interest rate increased by instrument-specific credit risk tied to Global Atlantic's own credit rating.
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Valuation of embedded derivatives – Interest-sensitive life products
Interest-sensitive life products allow a policyholder’s account value to grow based on the performance of certain equity indexes, which results in an embedded derivative similar to a call option. The embedded derivative related to the index is bifurcated from the host contract and measured at fair value. The valuation of the embedded derivative is the present value of future projected benefits in excess of the projected guaranteed benefits, using the option budget as the indexed account value growth rate and the guaranteed interest rate as the guaranteed account value growth rate. Present values are based on discount rate curves determined at the valuation date or issue date as well as assumed lapse and mortality rates. The discount rate equals the forecast treasury rate increased by instrument-specific credit risk tied to Global Atlantic’s own credit rating. Changes in discount rates and other assumptions such as spreads and/or option budgets can have a substantial impact on the embedded derivative.
Valuation of embedded derivatives in modified coinsurance or funds withheld
Global Atlantic's reinsurance agreements include modified coinsurance and coinsurance with funds withheld arrangements that include terms that require payment by the ceding company of a principal amount plus a return that is based on a proportion of the ceding company’s return on a designated portfolio of assets. Because the return on the funds withheld receivable or payable is not clearly and closely related to the host insurance contract, these contracts are deemed to contain embedded derivatives, which are measured at fair value. Global Atlantic is exposed to both the interest rate and credit risk of the assets. Changes in discount rates and other assumptions can have a significant impact on this embedded derivative. The fair value of the embedded derivatives is included in the funds withheld receivable at interest and funds withheld payable at interest line items on our consolidated statement of financial condition. The change in the fair value of the embedded derivatives is recorded in net investment-related gains (losses) in the consolidated statement of operations.
As of March 31, 2024, the embedded derivative liability balance totaled $4.1 billion for fixed-indexed annuities, and $486.2 million for interest-sensitive life. The increase (decrease) to the embedded derivatives on fixed-indexed annuity and indexed universal life as a result of hypothetical changes in interest rates, credit spreads, and equity market prices are summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of such balances.
| As of March 31, 2024 | ||||||||||||||
| Fixed-indexed annuities | Interest sensitive life | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Balance | $ | 4,051,405 | $ | 486,199 | ||||||||||
| Hypothetical change: | ||||||||||||||
| +50 bps interest rates | (74,733) | (4,446) | ||||||||||||
| -50 bps interest rates | 77,826 | 4,632 | ||||||||||||
| +50 bps credit spreads | (94,256) | (4,446) | ||||||||||||
| -50 bps credit spreads | 97,847 | 4,632 | ||||||||||||
| +10% equity market prices | 459,728 | 24,997 | ||||||||||||
| -10% equity market prices | (371,267) | (64,568) | ||||||||||||
Note: Hypothetical changes to the market risk benefits liability balance do not reflect the impact of related hedges.
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As of March 31, 2024, the embedded derivative balance for modified coinsurance or funds withheld arrangements was a $2.7 billion net asset ($114.0 million in funds withheld receivables at interest, and $(2.5) billion in funds withheld payable at interest). The increase (decrease) to the embedded derivatives on fixed-indexed annuity and interest-sensitive life products as a result of hypothetical changes in interest rates and investment credit spreads are summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of such balances.
| As of March 31, 2024 | ||||||||||||||
| Embedded derivative on funds withheld receivable | Embedded derivative on funds withheld payable | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Balance | $ | 113,991 | $ | (2,542,744) | ||||||||||
| Hypothetical change: | ||||||||||||||
| +50 bps interest rates | (12,724) | (1,370,569) | ||||||||||||
| -50 bps interest rates | 18,214 | 1,476,541 | ||||||||||||
| +50 bps investment credit spreads | (37,395) | (1,043,461) | ||||||||||||
| -50 bps investment credit spreads | 37,395 | 1,149,433 | ||||||||||||
Note: Hypothetical changes to the funds withheld receivable and payable embedded derivative balances do not reflect the impact of related hedges or trading assets which back the funds withheld at interest.
Recently Issued Accounting Pronouncements
For a full discussion of recently issued accounting pronouncements, see Note 2 "Summary of Significant Accounting Policies" in our financial statements included in this report.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There was no material change to our market risks during the three months ended March 31, 2024. 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, 2023. In addition, for a discussion of current market conditions and uncertainties, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Business Environment."
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that the information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and such information is accumulated and communicated to management, including the Co-Chief Executive Officers and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives.
We carried out an evaluation, under the supervision and with the participation of our management, including the Co-Chief Executive Officers and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. Based upon that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that, as of March 31, 2024, 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 quarter ended March 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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.
ITEM 1A. RISK FACTORS.
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.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchases in the First Quarter of 2024
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 awards issued pursuant to our Equity Incentive Plans representing the right to receive shares of common stock.
As of April 26, 2024, there is approximately $101 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 first quarter of 2024, no shares of common stock were repurchased, and no equity awards were retired.
| Issuer Purchases of Common Stock | |||||||||||||||||||||||
| (amounts in thousands, except share and per share amounts) | |||||||||||||||||||||||
| Total Number of Shares Purchased | Average Price Paid Per Share | 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 (January 1, 2024 to January 31, 2024) | — | $ | — | — | $ | 193,999 | |||||||||||||||||
| Month #2 (February 1, 2024 to February 29, 2024) | — | $ | — | — | $ | 193,999 | |||||||||||||||||
| Month #3 (March 1, 2024 to March 31, 2024) | — | $ | — | — | $ | 193,999 | |||||||||||||||||
| Total through March 31, 2024 | — | — | $ | 193,999 | |||||||||||||||||||
(1)Subsequent to March 31, 2024, the share repurchase program has been 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 add an additional $500 million to the then remaining available amount of $50 million or less.
Unregistered Sales of Equity Securities
On March 27, 2024, we issued 5,379 shares of our common stock to one of our fund investors in connection with an arrangement related to the fees paid by such fund investor with respect to its investment. The shares were issued pursuant to Section 4(a)(2) of the Securities Act, exempting issuances by an issuer not involving a public offering.
On January 2, 2024, 2,631,212 restricted holdings units were issued through KKR Holdings III L.P. to certain Global Atlantic employees who previously owned equity interests in TGAFG pursuant to which each unit is exchangeable into one share of our common stock, in accordance with the terms of the applicable agreement and the Company’s policies on exchanges. A majority of these units are subject to vesting provisions, and a portion of these units are subject to forfeiture provisions. These units were issued pursuant to Section 4(a)(2) of the Securities Act, exempting issuances by an issuer not involving a public offering.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS.
The following is a list of all exhibits filed or furnished as part of this report:
| Exhibit No. | Description of Exhibit | |||||||
| 2.1 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1 † | ||||||||
| 10.2 † | ||||||||
| 10.3 † | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 31.3 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 32.3 | ||||||||
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Financial Condition as of March 31, 2024 and December 31, 2023, (ii) the Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and March 31, 2023, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2024 and March 31, 2023; (iv) the Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2024 and March 31, 2023, (v) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and March 31, 2023, and (vi) the Notes to the Condensed Consolidated Financial Statements. | |||||||
| 104 | Cover page interactive data file, formatted in Inline XBRL and contained in Exhibit 101. | |||||||
† Certain information contained in this agreement has been omitted because it is not material and is the type that the registrant treats as private or confidential.
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.
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SIGNATURES
Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| KKR & CO. INC. | |||||||||||
| By: | /s/ ROBERT H. LEWIN | ||||||||||
| Robert H. Lewin | |||||||||||
| Chief Financial Officer | |||||||||||
| (principal financial and accounting officer) | |||||||||||
| DATE: | May 9, 2024 | ||||||||||
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