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.
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 2019 Equity Incentive Plan 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 2019 Equity Incentive Plan for which equity awards have not yet been granted.
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.
Series I Preferred Stock, $0.01 par value. 1 share authorized, 1 share issued and outstanding as of September 30, 2024 and December 31, 2023.
—
—
Common Stock, $0.01 par value. 3,500,000,000 shares authorized, 887,448,993 and 885,005,588 shares, issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.
8,874
8,850
Additional Paid-In Capital
18,266,988
17,549,157
Retained Earnings
11,312,398
9,818,336
Accumulated Other Comprehensive Income (Loss) ("AOCI")
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 September 30, 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 CFEs and certain investment funds, the following assets may only be used to settle obligations of these consolidated VIEs and the following liabilities are only the obligations of these consolidated VIEs and not generally to KKR. Additionally, KKR has no right to the benefits from, nor does KKR bear the risks associated with, the assets held by these VIEs beyond KKR's beneficial interest therein and any income generated from the VIEs. There are neither explicit arrangements nor does KKR hold implicit variable interests that would require KKR to provide any material ongoing financial support to the consolidated VIEs, beyond amounts previously committed to them, if any.
With respect to certain other VIEs consolidated by Global Atlantic, Global Atlantic has formed certain VIEs to either (i) hold investments, including fixed maturity securities, consumer and other loans, renewable energy, transportation and real estate, or (ii) to conduct certain reinsurance activities with third party commitments. These VIEs issue beneficial interests primarily to Global Atlantic’s insurance companies.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Amounts in Thousands, Except Share and Per Share Data)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Revenues
Asset Management and Strategic Holdings
Fees and Other
$
1,105,666
$
655,367
$
2,621,516
$
2,086,830
Capital Allocation-Based Income (Loss)
1,163,424
1,009,645
3,164,491
2,155,560
2,269,090
1,665,012
5,786,007
4,242,390
Insurance
Net Premiums
621,218
220,212
7,593,534
1,320,265
Policy Fees
375,371
314,016
1,038,218
943,200
Net Investment Income
1,701,826
1,412,130
4,802,226
4,023,882
Net Investment-Related Gains (Losses)
(235,971)
(338,230)
(780,077)
(579,613)
Other Income
60,162
42,341
180,436
119,357
2,522,606
1,650,469
12,834,337
5,827,091
Total Revenues
4,791,696
3,315,481
18,620,344
10,069,481
Expenses
Asset Management and Strategic Holdings
Compensation and Benefits
1,374,840
900,582
3,586,453
2,133,366
Occupancy and Related Charges
35,837
24,498
82,683
70,240
General, Administrative and Other
367,666
243,268
950,136
746,543
1,778,343
1,168,348
4,619,272
2,950,149
Insurance
Net Policy Benefits and Claims (including market risk benefit loss (gain) of $54,469, $(117,654), $(35,501) and $(46,631), respectively; remeasurement (gain) loss on policy liabilities: $(74,645), $18,433, $(74,645) and $18,433, respectively.)
2,421,695
747,238
11,881,924
4,010,306
Amortization of Policy Acquisition Costs
49,360
17,656
78,416
62,037
Interest Expense
78,508
44,724
198,825
124,817
Insurance Expenses
211,148
154,311
655,338
551,750
General, Administrative and Other
206,951
183,246
571,503
599,029
2,967,662
1,147,175
13,386,006
5,347,939
Total Expenses
4,746,005
2,315,523
18,005,278
8,298,088
Investment Income (Loss) - Asset Management and Strategic Holdings
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)
(Amounts in Thousands, Except Share and Per Share Data)
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
Amounts
Shares
Amounts
Shares
Series C Mandatory Convertible Preferred Stock
Beginning of Period
1,115,792
22,998,802
1,115,792
22,999,974
Conversion of Series C Mandatory Convertible Preferred Stock
(1,115,792)
(22,998,802)
(1,115,792)
(22,999,974)
End of Period
—
—
—
—
Series I Preferred Stock
Beginning of Period
—
1
—
1
End of Period
—
1
—
1
Common Stock
Beginning of Period
8,580
857,987,641
8,611
861,110,478
Net Delivery of Common Stock (Equity Incentive Plans)
—
—
20
1,981,928
Clawback of Transfer Restricted Shares
—
(2,180)
—
(21,957)
Conversion of Series C Mandatory Convertible Preferred Stock
269
26,908,552
269
26,909,918
Repurchases of Common Stock
(3)
(308,808)
(54)
(5,395,162)
End of Period
8,846
884,585,205
8,846
884,585,205
Additional Paid-In Capital
Beginning of Period (as previously reported for the prior period)
16,186,898
16,190,407
Adoption of New Accounting Standard
—
93,650
Beginning of Period (as revised for the prior period)
16,186,898
16,284,057
Conversion of Series C Mandatory Convertible Preferred Stock
1,115,523
1,115,523
Excise Tax on Share Repurchases
(1,349)
(1,349)
Net Delivery of Common Stock (Equity Incentive Plans)
—
(31,775)
Repurchases of Common Stock
(17,566)
(289,790)
Equity-Based Compensation
44,846
141,798
Change in KKR & Co. Inc.'s Ownership Interest (See Note 22)
—
107,241
Tax Effects of Changes in Ownership and Other
(867)
1,780
End of Period
17,327,485
17,327,485
Retained Earnings
Beginning of Period (as previously reported for the prior period)
7,592,571
6,315,711
Adoption of New Accounting Standard
—
385,396
Beginning of Period (as revised for the prior period)
7,592,571
6,701,107
Net Income (Loss) Attributable to KKR & Co. Inc.
1,490,126
2,691,832
Series C Mandatory Convertible Preferred Stock Dividends ($0.75 and $2.25 per share for the three and nine months ended September 30, 2023, respectively)
(17,248)
(51,747)
Common Stock Dividends $0.165 and $0.485 per share for the three and nine months ended September 30, 2023, respectively)
(141,516)
(417,259)
End of Period
8,923,933
8,923,933
Accumulated Other Comprehensive Income (Loss) (net of tax)
Beginning of Period (as previously reported for the prior period)
(4,922,274)
(5,901,701)
Adoption of New Accounting Standard
—
599,901
Beginning of Period (as revised for the prior period)
(4,922,274)
(5,301,800)
Other Comprehensive Income (Loss)
(930,217)
(556,571)
Change in KKR & Co. Inc.'s Ownership Interest (See Note 22)
(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 September 30, 2024, KKR & Co. Inc. held indirectly approximately 99.2% of the KKR Group Partnership Units. The remaining balance is held indirectly by KKR current and former 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.
18
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.
The “Sunset Date” will be the earlier of (i) December 31, 2026 and (ii) the six-month anniversary of the first date on which the death or permanent disability of both Mr. Henry Kravis and Mr. George Roberts (collectively, "Co-Founders") has occurred (or any earlier date consented to by KKR Management LLP in its sole discretion). In addition, KKR Management LLP agreed not to transfer its ownership of the sole share of Series I Preferred Stock, and, the changes to occur effective on the Sunset Date are unconditional commitments of the parties to the Reorganization Agreement.
19
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.
For a detailed discussion about KKR’s significant accounting policies and for further information on accounting updates adopted in the prior year, see Note 2 to the financial statements in the Annual Report. Other than the items listed below, during the nine months ended September 30, 2024, there were no significant updates to KKR’s significant accounting policies.
20
Goodwill and Intangible Assets
Goodwill represents the excess of acquisition cost over the fair value of net tangible and intangible assets acquired in connection with an acquisition. Goodwill is assessed for impairment annually in the third quarter of each fiscal year or more frequently if circumstances indicate impairment may have occurred. Goodwill and Intangible Assets are recorded in Other Assets in the accompanying consolidated statements of financial condition.
In accordance with GAAP, KKR has the option to either (i) perform a quantitative impairment test or (ii) first perform a qualitative assessment (commonly known as "step zero") to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, in which case the quantitative test would then be performed. When performing a quantitative impairment test, KKR compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying amount, the goodwill impairment loss is equal to the excess of the carrying value over the fair value, limited to the carrying amount of goodwill allocated to that reporting unit. The estimated fair values of the reporting units are derived based on valuation techniques KKR believes market participants would use for each respective reporting unit. The estimated fair values are generally determined by utilizing a discounted cash flow methodology and methodologies that incorporate market multiples of certain comparable companies.
KKR tests goodwill for impairment at the reporting unit level, which is generally at the level of or one level below its reportable segments, on an annual basis, or, when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Goodwill recorded as a result of the acquisition of Global Atlantic has been allocated to the insurance segment, and goodwill recorded as a result of the acquisition of KJR Management ("KJRM") has been allocated to the asset management segment. In the first quarter of 2024, the change in reportable segments required the identification of a new reporting unit related to the creation of the Strategic Holdings segment and the allocation of goodwill to this reporting unit based on the relative fair value approach.
During the third quarter of 2024, KKR performed its annual impairment analysis for the goodwill recorded at the asset management, strategic holdings and insurance reporting units.
KKR elected to perform step zero for the purposes of its impairment analysis for the goodwill recorded at its reporting units. Based upon these assessments, KKR determined that it is more likely than not that the fair value of the reporting unit exceeds its carrying value. Factors considered in the qualitative assessment included macroeconomic conditions, industry and market considerations, cost factors, current and projected financial performance, changes in management or strategy and market capitalization.
Additionally, during the third quarter of 2024, KKR performed its annual impairment analysis on KJRM’s investment management contracts recorded at KKR’s asset management business, which were determined to have indefinite useful lives and are not subject to amortization. KKR elected to perform a qualitative assessment for the purposes of its impairment analysis. Based upon this assessment, KKR determined that it is more likely than not that the fair value of the KJRM investment management contracts exceeded their carrying value. Factors considered in the qualitative assessment included macroeconomic conditions, industry and market considerations, cost factors, and current and projected financial performance.
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.
Certain events particular to each industry and country or region in which the portfolio companies conduct their operations, as well as general market, economic, political and geopolitical, regulatory and public health conditions, may have a significant negative impact on KKR’s investments and profitability. Such events are beyond KKR’s control, and the likelihood that they may occur and the effect on KKR's use of estimates cannot be predicted. Actual results could differ from those estimates, and such differences could be material to the financial statements.
21
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.
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.
22
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.
23
3. REVENUES - ASSET MANAGEMENT AND STRATEGIC HOLDINGS
For the three and nine months ended September 30, 2024 and 2023, respectively, Asset Management and Strategic Holdings revenues consisted of the following:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Management Fees
$
521,573
$
458,624
$
1,478,403
$
1,358,526
Fee Credits
(257,974)
(60,671)
(435,476)
(167,814)
Transaction Fees
732,129
180,794
1,267,204
660,049
Monitoring Fees
43,622
34,253
135,902
98,902
Incentive Fees
4,386
3,150
38,215
21,721
Expense Reimbursements
32,789
15,982
68,050
48,366
Consulting Fees
29,141
23,235
69,218
67,080
Fees and Other
1,105,666
655,367
2,621,516
2,086,830
Carried Interest
1,071,164
841,092
2,856,414
1,724,777
General Partner Capital Interest
92,260
168,553
308,077
430,783
Total Capital Allocation-Based Income (Loss)
1,163,424
1,009,645
3,164,491
2,155,560
Total Revenues
$
2,269,090
$
1,665,012
$
5,786,007
$
4,242,390
24
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 September 30, 2024
Three Months Ended September 30, 2023
Net Realized Gains (Losses)
Net Unrealized Gains (Losses)
Total
Net Realized Gains (Losses)
Net Unrealized Gains (Losses)
Total
Private Equity (1)
$
(100,037)
$
1,606,607
$
1,506,570
$
75,764
$
902,439
$
978,203
Credit (1)
(6,697)
16,244
9,547
(5,249)
(53,016)
(58,265)
Investments of Consolidated CFEs (1)
(71,668)
46,225
(25,443)
(46,266)
370,853
324,587
Real Assets (1)
342,196
(239,711)
102,485
(313,139)
486,868
173,729
Equity Method - Other (1)
84,461
261,934
346,395
130,634
51,227
181,861
Other Investments (1)
20,529
100,905
121,434
5,190
(84,446)
(79,256)
Foreign Exchange Forward Contracts and Options (2)
1,576
(440,759)
(439,183)
61,211
105,328
166,539
Securities Sold Short (2)
(7,171)
(5,406)
(12,577)
(938)
9,967
9,029
Other Derivatives (2)
(17,283)
(2,074)
(19,357)
(205)
11,621
11,416
Debt Obligations and Other (3)
6,623
(281,868)
(275,245)
23,989
(263,623)
(239,634)
Net Gains (Losses) From Investment Activities
$
252,529
$
1,062,097
$
1,314,626
$
(69,009)
$
1,537,218
$
1,468,209
Nine Months Ended September 30, 2024
Nine Months Ended September 30, 2023
Net Realized Gains (Losses)
Net Unrealized Gains (Losses)
Total
Net Realized Gains (Losses)
Net Unrealized Gains (Losses)
Total
Private Equity (1)
$
(75,157)
$
2,053,432
$
1,978,275
$
247,689
$
1,373,121
$
1,620,810
Credit (1)
61,597
(142,345)
(80,748)
(305,061)
368,744
63,683
Investments of Consolidated CFEs (1)
(68,378)
54,177
(14,201)
(96,148)
939,835
843,687
Real Assets (1)
291,310
(234,798)
56,512
(252,085)
(22,676)
(274,761)
Equity Method - Other (1)
288,450
405,124
693,574
188,670
314,010
502,680
Other Investments (1)
(250,458)
361,342
110,884
(317,609)
103,631
(213,978)
Foreign Exchange Forward Contracts and Options (2)
59,414
(225,344)
(165,930)
63,682
71,525
135,207
Securities Sold Short (2)
(23,920)
5,285
(18,635)
(1,894)
6,539
4,645
Other Derivatives (2)
(24,780)
6,694
(18,086)
13,743
17,532
31,275
Debt Obligations and Other (3)
27,601
(223,791)
(196,190)
100,084
(934,447)
(834,363)
Net Gains (Losses) From Investment Activities
$
285,679
$
2,059,776
$
2,345,455
$
(358,929)
$
2,237,814
$
1,878,885
(1)See Note 7 "Investments."
(2)See Note 8 "Derivatives" and Note 14 "Other Assets and Accrued Expenses and Other Liabilities."
(3)See Note 16 "Debt Obligations."
25
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 September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Fixed Maturity Securities – Interest and Other Income
$
1,428,699
$
1,128,962
$
4,173,336
$
3,265,774
Mortgage and Other Loan Receivables
725,463
491,922
1,914,700
1,423,142
Investments in Transportation and Other Leased Assets
87,321
81,365
249,827
236,280
Investments in Renewable Energy
24,044
41,061
49,446
78,990
Investments in Real Estate
86,491
42,447
184,729
121,908
Short-term and Other Investment Income
170,157
52,072
462,408
184,366
Income Assumed from Funds Withheld Receivable at Interest
20,717
23,765
61,433
71,547
Policy Loans
20,180
9,588
64,260
28,289
Income Ceded to Funds Withheld Payable at Interest
(640,254)
(331,691)
(1,746,618)
(950,174)
Gross Investment Income
1,922,818
1,539,491
5,413,521
4,460,122
Less Investment Expenses:
Investment Management and Administration
146,693
83,424
379,015
248,902
Transportation, Renewable Energy and Real-estate Asset Depreciation and Maintenance
51,797
45,931
151,716
152,319
Interest Expense on Derivative Collateral and Repurchase Agreements
22,502
(1,994)
80,564
35,019
Net Investment Income
$
1,701,826
$
1,412,130
$
4,802,226
$
4,023,882
26
6. NET INVESTMENT-RELATED GAINS (LOSSES) - INSURANCE
Net investment-related 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 losses were as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Realized Losses on Available-for-sale Fixed Maturity Debt Securities
$
(285,352)
$
(15,156)
$
(387,975)
$
(67,195)
Credit Loss Allowances on Available-for-sale Securities
(59,195)
24,916
(50,455)
(82,024)
Credit Loss Allowances on Mortgage and Other Loan Receivables
(92,293)
(29,824)
(263,749)
(124,515)
Allowances on Unfunded Commitments
(1,663)
(5,100)
25,598
26,494
Impairment of Available-for-sale Fixed Maturity Debt Securities Due to Intent to Sell
—
—
—
(26,741)
Unrealized Gains (Losses) on Fixed Maturity Securities Classified as Trading
1,056,483
(594,218)
471,647
(284,555)
Unrealized Gains (Losses) on Investments Recognized under the Fair-value Option and Equity Investments
20,589
(6,750)
(56,579)
(65,963)
Unrealized Losses on Real Estate Investments Recognized at Fair Value Under Investment Company Accounting
(26,503)
(26,442)
(133,280)
(6,621)
Net (Losses) Gains on Derivative Instruments
(877,533)
314,380
(451,747)
44,399
Realized (Losses) Gains on Funds Withheld at Interest Payable Portfolio
(20,158)
5,720
50,147
13,332
Realized (Losses) Gains on Funds Withheld at Interest Receivable Portfolio
(24,194)
(4,821)
(47,242)
892
Other Realized Gains (Losses)
73,848
(935)
63,558
(7,116)
Net Investment-Related Losses
$
(235,971)
$
(338,230)
$
(780,077)
$
(579,613)
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 September 30, 2024
Nine Months Ended September 30, 2024
Corporate
Structured
Total
Corporate
Structured
Total
Balance, as of Beginning of Period
$
64,610
$
150,604
$
215,214
$
49,008
$
219,704
$
268,712
Initial Credit Loss Allowance Recognized on Securities with No Previously Recognized Allowance
19,132
292
19,424
41,475
1,552
43,027
Accretion of Initial Credit Loss Allowance on PCD Securities
—
125
125
—
440
440
Reductions due to Sales (or Maturities, Pay Downs or Prepayments) During the Period of Securities with a Previously Recognized Credit Loss Allowance
(38)
(3,145)
(3,183)
(278)
(11,972)
(12,250)
Net Additions / Reductions for Securities with a Previously Recognized Credit Loss Allowance
105
39,666
39,771
17,233
(9,805)
7,428
Balances Charged Off
(22,840)
—
(22,840)
(46,469)
(12,377)
(58,846)
Balance, as of End of Period
$
60,969
$
187,542
$
248,511
$
60,969
$
187,542
$
248,511
27
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
Corporate
Structured
Total
Corporate
Structured
Total
Balance, as of beginning of period
$
22,951
$
206,347
$
229,298
$
1,298
$
127,034
$
128,332
Initial Credit Loss Allowance Recognized on Securities with No Previously Recognized Allowance
111
6,325
6,436
20,848
53,333
74,181
Accretion of Initial Credit Loss Allowance on PCD Securities
—
237
237
—
924
924
Reductions due to Sales (or Maturities, Pay Downs or Prepayments) During the Period of Securities with a Previously Recognized Credit Loss Allowance
(584)
(3,836)
(4,420)
(584)
(10,497)
(11,081)
Net Additions / Reductions for Securities with a Previously Recognized Credit Loss Allowance
(4,038)
(27,314)
(31,352)
(3,122)
10,965
7,843
Balance, as of End of Period
$
18,440
$
181,759
$
200,199
$
18,440
$
181,759
$
200,199
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 September 30, 2024
Nine Months Ended September 30, 2024
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
$
308,367
$
90,234
$
202,655
$
601,256
$
319,631
$
107,204
$
175,608
$
602,443
Net Provision (Release)
64,482
8,263
19,548
92,293
151,822
(5,925)
117,852
263,749
Charge-offs
(44,487)
(2,334)
(34,932)
(81,753)
(143,091)
(5,116)
(117,496)
(265,703)
Recoveries of Amounts Previously Charged-off
3,564
—
5,884
9,448
3,564
—
17,191
20,755
Balance, as of End of Period
$
331,926
$
96,163
$
193,155
$
621,244
$
331,926
$
96,163
$
193,155
$
621,244
Three Months Ended September 30, 2023
Nine Months Ended September 30, 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
$
239,866
$
139,936
$
198,247
$
578,049
$
227,315
$
125,824
$
207,089
$
560,228
Net Provision (Release)
21,725
(14,663)
22,762
29,824
48,276
2,871
73,368
124,515
Charge-offs
—
(2,648)
(41,520)
(44,168)
(14,000)
(6,070)
(111,468)
(131,538)
Recoveries of Amounts Previously Charged-off
—
—
5,334
5,334
—
—
15,834
15,834
Balance, as of End of Period
$
261,591
$
122,625
$
184,823
$
569,039
$
261,591
$
122,625
$
184,823
$
569,039
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 September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
AFS Fixed Maturity Securities:
Proceeds from Voluntary Sales
$
6,975,389
$
1,180,675
$
15,934,858
$
4,316,003
Gross Gains
$
51,468
$
15,152
$
95,192
$
45,717
Gross Losses
$
(334,092)
$
(27,499)
$
(453,105)
$
(108,355)
28
7. INVESTMENTS
Investments consist of the following:
September 30, 2024
December 31, 2023
Asset Management and Strategic Holdings
Private Equity
$
34,408,460
$
32,742,484
Credit
7,576,289
8,274,904
Investments of Consolidated CFEs
25,862,833
24,996,298
Real Assets
13,215,039
12,000,008
Equity Method - Other
8,297,044
8,163,831
Equity Method - Capital Allocation-Based Income
9,923,819
7,877,904
Other Investments
5,018,110
4,579,372
Investments - Asset Management and Strategic Holdings
$
104,301,594
$
98,634,801
Insurance
Fixed Maturity Securities, Available-for-sale, at Fair Value(1)
$
77,596,235
$
69,414,188
Mortgage and Other loan Receivables
51,671,539
39,177,927
Fixed Maturity Securities, Trading, at Fair Value(2)
24,152,244
18,805,470
Other Investments
14,597,929
9,683,326
Funds Withheld Receivable at Interest
2,554,196
2,713,645
Policy Loans
1,610,448
1,556,030
Equity Securities at Fair Value
194,517
19,737
Investments - Insurance
$
172,377,108
$
141,370,323
Total Investments
$
276,678,702
$
240,005,124
(1)Amortized cost of $84.8 billion and $78.7 billion, net of credit loss allowances of $248.5 million and $268.7 million, respectively.
(2)Amortized cost of $25.4 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 is ceded to third-party reinsurers.
As of September 30, 2024 and December 31, 2023, there were no investments which represented greater than 5% of total investments.
29
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 September 30, 2024
Gains
Losses
AFS Fixed Maturity Securities Portfolio by Type:
U.S. Government and Agencies
$
2,688,473
$
—
$
83,209
$
(68,842)
$
2,702,840
U.S. State, Municipal and Political Subdivisions
4,964,066
—
19,998
(836,307)
4,147,757
Corporate
47,673,807
(60,969)
434,723
(5,640,948)
42,406,613
Residential Mortgage-backed Securities, or “RMBS”
11,364,665
(119,582)
102,507
(532,564)
10,815,026
Commercial Mortgage-backed Securities, or “CMBS”
8,350,055
(48,661)
26,467
(428,662)
7,899,199
Collateralized Bond Obligations, or “CBOs”
2,627,101
(1,133)
—
(68,669)
2,557,299
CLOs
4,082,054
(8,704)
20,339
(22,647)
4,071,042
Asset-Backed Securities, or “ABSs”
3,065,839
(9,462)
29,624
(89,542)
2,996,459
Total AFS Fixed Maturity Securities
$
84,816,060
$
(248,511)
$
716,867
$
(7,688,181)
$
77,596,235
(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 $(8.0) 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
$
1,209,507
$
—
$
62,514
$
(68,929)
$
1,203,092
U.S. State, Municipal and Political Subdivisions
5,562,826
—
29,699
(985,133)
4,607,392
Corporate
46,378,337
(49,008)
211,570
(6,592,143)
39,948,756
RMBS
8,734,629
(152,067)
38,206
(674,550)
7,946,218
CMBS
7,491,743
(35,953)
4,195
(731,358)
6,728,627
CBOs
2,951,511
(1,214)
—
(143,818)
2,806,479
CLOs
3,493,731
(19,077)
6,483
(52,365)
3,428,772
ABSs
2,901,573
(11,393)
14,358
(159,686)
2,744,852
Total AFS Fixed Maturity Securities
$
78,723,857
$
(268,712)
$
367,025
$
(9,407,982)
$
69,414,188
(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.
30
The maturity distribution for AFS fixed maturity securities is as follows:
As of September 30, 2024
Cost or Amortized Cost (Net of Allowance)
Fair Value
Due in One Year or Less
$
1,484,829
$
1,471,191
Due After One Year Through Five Years
13,228,006
13,129,199
Due After Five Years Through Ten Years
8,101,805
7,882,628
Due After Ten Years
32,450,737
26,774,192
Subtotal
55,265,377
49,257,210
RMBS
11,245,083
10,815,026
CMBS
8,301,394
7,899,199
CBOs
2,625,968
2,557,299
CLOs
4,073,350
4,071,042
ABSs
3,056,377
2,996,459
Total AFS Fixed Maturity Securities
$
84,567,549
$
77,596,235
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 September 30, 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
$
280,737
$
(6,861)
$
219,387
$
(61,981)
$
500,124
$
(68,842)
U.S. State, Municipal and Political Subdivisions
30,826
(885)
3,648,599
(835,422)
3,679,425
(836,307)
Corporate
3,615,097
(149,370)
21,044,515
(5,491,578)
24,659,612
(5,640,948)
RMBS
1,105,274
(29,841)
4,136,740
(502,723)
5,242,014
(532,564)
CMBS
813,484
(5,241)
4,782,526
(423,421)
5,596,010
(428,662)
CBOs
1,181
(8)
2,556,117
(68,661)
2,557,298
(68,669)
CLOs
162,512
(536)
354,552
(22,111)
517,064
(22,647)
ABSs
221,232
(3,438)
1,497,399
(86,104)
1,718,631
(89,542)
Total AFS Fixed Maturity Securities in a Continuous Loss Position
$
6,230,343
$
(196,180)
$
38,239,835
$
(7,492,001)
$
44,470,178
$
(7,688,181)
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
$
94,807
$
(2,512)
$
198,750
$
(66,417)
$
293,557
$
(68,929)
U.S. State, Municipal and Political Subdivisions
112,468
(4,140)
3,829,447
(980,993)
3,941,915
(985,133)
Corporate
4,360,234
(189,026)
27,108,292
(6,403,117)
31,468,526
(6,592,143)
RMBS
1,371,230
(66,550)
4,354,902
(608,000)
5,726,132
(674,550)
CMBS
332,095
(4,535)
6,031,766
(726,823)
6,363,861
(731,358)
CBOs
1,867
(118)
2,804,612
(143,700)
2,806,479
(143,818)
CLOs
246,728
(868)
1,679,813
(51,497)
1,926,541
(52,365)
ABSs
553,438
(15,760)
1,742,373
(143,926)
2,295,811
(159,686)
Total AFS Fixed Maturity Securities in a Continuous Loss Position
$
7,072,867
$
(283,509)
$
47,749,955
$
(9,124,473)
$
54,822,822
$
(9,407,982)
31
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 $567.5 million and $694.6 million as of September 30, 2024 and December 31, 2023, respectively. The single largest unrealized loss on AFS fixed maturity securities was $46.6 million and $53.4 million as of September 30, 2024 and December 31, 2023, respectively. Global Atlantic had 4,792 and 5,886 securities in an unrealized loss position as of September 30, 2024 and December 31, 2023, respectively.
As of September 30, 2024, AFS fixed maturity securities in an unrealized loss position for 12 months or more consisted of 4,142 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:
September 30, 2024
December 31, 2023
Commercial Mortgage Loans(1)
$
24,892,488
$
21,861,245
Residential Mortgage Loans(1)
21,166,505
12,722,778
Consumer Loans
4,808,296
4,424,882
Other Loan Receivables(2)
1,425,494
771,465
Total Mortgage and Other Loan Receivables
52,292,783
39,780,370
Allowance for Credit Losses(3)
(621,244)
(602,443)
Total Mortgage and Other Loan Receivables, Net of Allowance for Credit Losses
$
51,671,539
$
39,177,927
(1)Includes $596.4 million and $697.4 million of loans carried at fair value using the fair value option as of September 30, 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 $665.1 million and $785.2 million as of September 30, 2024 and December 31, 2023, respectively.
(2)As of September 30, 2024, other loan receivables consisted primarily of renewable energy development loans, warehouse facility loans backed by agricultural mortgages, loans collateralized by aircraft and loans collateralized by residential mortgages of $501.8 million, $411.6 million, $306.4 million and $200.0 million, respectively. As of December 31, 2023, other loan receivables consisted primarily of loans collateralized by aircraft and loans collateralized by residential mortgages of $315.4 million and $200.0 million, respectively.
(3)Includes credit loss allowances on purchase-credit deteriorated mortgage and other loan receivables of $(70.9) million and $(91.7) million as of September 30, 2024 and December 31, 2023, respectively.
The maturity distribution for residential and commercial mortgage loans was as follows as of September 30, 2024:
Years
Residential
Commercial
Total Mortgage Loans
Remainder of 2024
$
30,659
$
924,578
$
955,237
2025
13,247
4,163,869
4,177,116
2026
641,891
7,228,224
7,870,115
2027
694,995
5,972,908
6,667,903
2028
127,673
1,651,147
1,778,820
2029
11,855
1,456,911
1,468,766
Thereafter
19,646,185
3,494,851
23,141,036
Total
$
21,166,505
$
24,892,488
$
46,058,993
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.
32
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
September 30, 2024
December 31, 2023
South Atlantic
$
12,745,571
27.7
%
$
9,653,955
27.9
%
Pacific
11,694,902
25.4
%
8,649,256
25.0
%
Middle Atlantic
5,521,793
12.0
%
4,436,129
12.8
%
West South Central
5,394,194
11.7
%
4,202,501
12.2
%
Mountain
4,143,364
9.0
%
3,262,801
9.4
%
New England
1,635,089
3.5
%
1,470,741
4.3
%
East North Central
1,512,154
3.3
%
1,166,460
3.4
%
East South Central
976,295
2.1
%
731,053
2.1
%
West North Central
466,544
1.0
%
358,609
1.0
%
Foreign and other regions
1,969,087
4.3
%
652,518
1.9
%
Total by Geographic Region
$
46,058,993
100.0
%
$
34,584,023
100.0
%
Mortgage Loans – Carrying Value by Property Type
September 30, 2024
December 31, 2023
Residential
$
21,166,505
46.0
%
$
12,722,778
36.8
%
Multi-family
12,816,018
27.8
%
11,495,638
33.2
%
Industrial
5,995,547
13.0
%
4,415,819
12.8
%
Office Building
4,362,688
9.5
%
4,586,277
13.3
%
Other Property Types
904,038
2.0
%
578,799
1.7
%
Retail
471,538
1.0
%
493,596
1.4
%
Warehouse
342,659
0.7
%
291,116
0.8
%
Total by Property Type
$
46,058,993
100.0
%
$
34,584,023
100.0
%
As of September 30, 2024 and December 31, 2023, Global Atlantic had $368.8 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.
33
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 September 30, 2024 and December 31, 2023:
By Year of Origination
Performance Status as of September 30, 2024
2024
2023
2022
2021
2020
Prior
Total
Commercial Mortgage Loans
Gross Charge-offs for the Nine Months Ended September 30, 2024
$
—
$
—
$
—
$
(80,798)
$
(10,695)
$
(51,598)
$
(143,091)
Current
$
3,785,908
$
3,577,384
$
6,277,362
$
6,427,647
$
621,858
$
4,000,782
$
24,690,941
30 to 59 Days Past Due
—
—
—
—
—
—
—
60 to 89 Days Past Due
—
—
—
—
—
62,586
62,586
90 days or More Past Due or in Process of Foreclosure
—
—
—
138,961
—
—
138,961
Total Commercial Mortgage Loans
$
3,785,908
$
3,577,384
$
6,277,362
$
6,566,608
$
621,858
$
4,063,368
$
24,892,488
Residential Mortgage Loans
Gross Charge-offs for the Nine Months Ended September 30, 2024
$
(15)
$
(7)
$
(1,308)
$
(2,565)
$
(524)
$
(697)
$
(5,116)
Current
$
7,450,608
$
4,245,179
$
1,907,434
$
4,191,686
$
1,255,271
$
1,569,854
$
20,620,032
30 to 59 Days Past Due
39,953
54,281
36,798
33,144
4,314
79,418
247,908
60 to 89 Days Past Due
10,834
15,298
6,204
8,513
1,238
26,644
68,731
90 days or More Past Due or in Process of Foreclosure
2,735
23,749
21,575
60,998
7,854
112,923
229,834
Total Residential Mortgage Loans
$
7,504,130
$
4,338,507
$
1,972,011
$
4,294,341
$
1,268,677
$
1,788,839
$
21,166,505
Consumer Loans
Gross Charge-offs for the Nine Months Ended September 30, 2024
$
(421)
$
(4,128)
$
(17,095)
$
(57,920)
$
(15,160)
$
(22,582)
$
(117,306)
Current
$
549,810
$
505,671
$
481,100
$
1,469,991
$
598,206
$
1,101,452
$
4,706,230
30 to 59 Days Past Due
449
2,436
5,072
23,537
4,145
15,623
51,262
60 to 89 Days Past Due
98
1,089
2,267
11,435
2,105
8,147
25,141
90 days or More Past Due or in Process of Foreclosure
172
2,282
3,067
10,022
2,899
7,221
25,663
Total Consumer Loans
$
550,529
$
511,478
$
491,506
$
1,514,985
$
607,355
$
1,132,443
$
4,808,296
Total Mortgage and Consumer Loan Receivables
$
11,840,567
$
8,427,369
$
8,740,879
$
12,375,934
$
2,497,890
$
6,984,650
$
50,867,289
34
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
$
—
$
—
$
—
$
—
$
(14,000)
$
(7,616)
$
(21,616)
Current
$
3,600,652
$
6,278,419
$
6,633,293
$
624,457
$
1,395,717
$
2,969,381
$
21,501,919
30 to 59 Days Past Due
—
—
—
—
—
—
—
60 to 89 Days Past Due
—
—
—
—
—
79,635
79,635
90 days or More Past Due or in Process of Foreclosure
—
—
182,069
36,859
—
60,763
279,691
Total Commercial Mortgage Loans
$
3,600,652
$
6,278,419
$
6,815,362
$
661,316
$
1,395,717
$
3,109,779
$
21,861,245
Residential Mortgage Loans
Gross Charge-offs for the Year Ended December 31, 2023
$
(6)
$
(1,228)
$
(2,244)
$
(913)
$
(1,412)
$
(2,373)
$
(8,176)
Current
$
2,794,600
$
1,981,373
$
4,518,357
$
1,358,200
$
221,566
$
1,365,231
$
12,239,327
30 to 59 Days Past Due
43,432
22,291
37,082
3,554
5,461
84,079
195,899
60 to 89 Days Past Due
8,467
8,520
9,991
1,437
1,389
26,565
56,369
90 days or More Past Due or in Process of Foreclosure
2,518
19,326
72,753
12,048
9,265
115,273
231,183
Total Residential Mortgage Loans
$
2,849,017
$
2,031,510
$
4,638,183
$
1,375,239
$
237,681
$
1,591,148
$
12,722,778
Consumer Loans
Gross Charge-offs for the Year Ended December 31, 2023
$
(185)
$
(18,117)
$
(83,147)
$
(23,273)
$
(15,740)
$
(19,783)
$
(160,245)
Current
$
109,393
$
497,113
$
1,726,280
$
701,655
$
610,988
$
656,270
$
4,301,699
30 to 59 Days Past Due
1,707
4,229
28,966
5,082
4,497
12,686
57,167
60 to 89 Days Past Due
1,193
2,548
14,872
3,298
2,561
6,756
31,228
90 days or More Past Due or in Process of Foreclosure
2,597
3,991
13,461
4,281
3,907
6,551
34,788
Total Consumer Loans
$
114,890
$
507,881
$
1,783,579
$
714,316
$
621,953
$
682,263
$
4,424,882
Total Mortgage and Consumer Loan Receivables
$
6,564,559
$
8,817,810
$
13,237,124
$
2,750,871
$
2,255,351
$
5,383,190
$
39,008,905
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 September 30, 2024 and December 31, 2023:
Loan-to-value as of September 30, 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
$
3,587,487
$
198,421
$
—
$
3,785,908
2023
3,577,384
—
—
3,577,384
2022
5,853,372
365,940
58,050
6,277,362
2021
4,732,051
1,552,684
281,873
6,566,608
2020
494,698
91,956
35,204
621,858
2019
1,166,505
54,667
38,696
1,259,868
Prior
2,605,402
53,654
144,444
2,803,500
Total Commercial Mortgage Loans
$
22,016,899
$
2,317,322
$
558,267
$
24,892,488
35
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
$
3,600,652
$
—
$
—
$
3,600,652
2022
5,912,623
365,796
—
6,278,419
2021
5,110,011
1,483,763
221,588
6,815,362
2020
496,085
93,210
72,021
661,316
2019
1,257,983
93,661
44,073
1,395,717
2018
881,620
52,640
114,989
1,049,249
Prior
1,991,780
—
68,750
2,060,530
Total Commercial Mortgage Loans
$
19,250,754
$
2,089,070
$
521,421
$
21,861,245
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 65% and 63% as of September 30, 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 nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30, 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
$
—
$
—
$
—
$
184,085
$
184,085
0.74
%
Residential Mortgage Loans(2)
4,061
—
—
10,909
14,970
0.07
%
Consumer Loans
2,161
778
27,268
45,525
75,732
1.58
%
Total
$
6,222
$
778
$
27,268
$
240,519
$
274,787
(1)Includes modifications involving a combination of deferral of amounts due, interest rate relief, or maturity extension.
(2)Certain loans that were modified in prior periods have since been repaid in full.
Nine Months Ended September 30, 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
$
—
$
—
$
—
$
224,761
$
224,761
1.10
%
Residential Mortgage Loans(2)
1,161
1,204
22,764
3,206
28,335
0.24
%
Consumer Loans
5,995
2,598
44,811
14,128
67,532
1.46
%
Total
$
7,156
$
3,802
$
67,575
$
242,095
$
320,628
(1)Includes modifications involving a combination of deferral of amounts due, interest rate relief, or maturity extension.
(2)Certain loans that were modified in the prior periods have since been repaid in full.
36
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 4.7% and 3.4%, for the nine months ended September 30, 2024 and 2023, respectively. The maturity extensions for these loans added a weighted-average of 3.7 years and 2.9 years to the life of the loans, for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, Global Atlantic has commitments to lend additional funds of $9.3 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 September 30, 2024:
Performance Status as of September 30, 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
$
438,749
$
—
$
—
$
—
$
438,749
Residential Mortgage Loans
16,253
1,938
322
1,573
20,086
Consumer Loans
65,188
13,340
5,616
2,795
86,939
Total(1)
$
520,190
$
15,278
$
5,938
$
4,368
$
545,774
(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:
September 30, 2024
December 31, 2023
Investments in Real Estate(1)
$
7,923,039
$
4,778,431
Investments in Transportation and Other Leased Assets(2)
3,083,593
2,972,469
Other Investment Funds and Partnerships
1,875,370
179,469
Investments in Renewable Energy(3)
1,331,910
1,348,080
Federal Home Loan Bank (FHLB), Common Stock and Other Investments
384,017
404,877
Total Other Investments
$
14,597,929
$
9,683,326
(1)Primarily comprised of investments in real estate that are held in consolidated investment companies that use fair value accounting.
(2)Net of accumulated depreciation of $402.2 million and $313.6 million as of September 30, 2024 and December 31, 2023, respectively.
(3)Net of accumulated depreciation attributed to consolidated renewable energy assets of $182.2 million and $154.1 million as of September 30, 2024 and December 31, 2023, respectively.
The total amount of other investments accounted for using the equity method of accounting was $1.6 billion and $143.3 million as of September 30, 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 $196.8 million and $19.7 million as of September 30, 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 $466.4 million and $175.3 million as of September 30, 2024 and December 31, 2023, respectively.
Repurchase agreement transactions
As of September 30, 2024 and December 31, 2023, Global Atlantic participated in repurchase agreements with a notional value of $202.7 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.
37
The carrying value of assets pledged for repurchase agreements by type of collateral and remaining contractual maturity of the repurchase agreements as of September 30, 2024 and December 31, 2023 is presented in the following tables:
As of September 30, 2024
Overnight
<30 Days
30 - 90 Days
> 90 Days
Total
AFS Corporate Securities
$
—
$
—
$
—
$
—
$
—
Residential Mortgage Loans
—
2,374
80,199
128,063
210,636
Total Assets Pledged
$
—
$
2,374
$
80,199
$
128,063
$
210,636
As of December 31, 2023
Overnight
<30 Days
30 - 90 Days
> 90 Days
Total
AFS Corporate Securities
$
—
$
—
$
524,411
$
849,368
$
1,373,779
Residential Mortgage Loans
—
39,289
—
—
39,289
Total Assets Pledged
$
—
$
39,289
$
524,411
$
849,368
$
1,413,068
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 $127.1 million and $131.7 million (accounted for at cost basis) of stock in FHLBs as of September 30, 2024 and December 31, 2023, respectively. In addition, Global Atlantic insurance company subsidiaries have entered into funding agreements with the FHLB, which require that Global Atlantic pledge eligible assets, such as fixed maturity securities and mortgage loans, as collateral. Assets pledged as collateral for these funding agreements had a carrying value of $3.9 billion and $3.6 billion as of September 30, 2024 and December 31, 2023, respectively.
The capital stock of one of Global Atlantic’s equity method investments has been pledged as collateral security for the due payment and performance of the debt obligations of the investee. Global Atlantic’s investment subject to this pledge had a carrying value of $692.0 million as of September 30, 2024.
Insurance – statutory deposits
As of September 30, 2024 and December 31, 2023, the carrying value of the assets on deposit with various state and U.S. governmental authorities were $150.6 million and $148.5 million, respectively.
38
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 $174.7 million and $133.0 million as of September 30, 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
39
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 September 30, 2024
Notional Value
Derivative Assets
Derivative Liabilities
Asset Management and Strategic Holdings
Foreign Exchange Contracts and Options
$
17,514,755
$
180,689
$
575,940
Other Derivatives
580,500
2,442
3,595
Total Asset Management and Strategic Holdings
$
18,095,255
$
183,131
$
579,535
Insurance
Derivatives Designated as Hedge Accounting Instruments:
Interest Rate Contracts
$
12,815,742
$
53,742
$
291,866
Foreign Currency Contracts
2,474,065
7,805
82,336
Total Derivatives Designated as Hedge Accounting Instruments
$
15,289,807
$
61,547
$
374,202
Derivatives Not Designated as Hedge Accounting Instruments:
Equity Market Contracts
$
36,371,795
$
2,035,779
$
183,989
Interest Rate Contracts
29,981,843
248,933
258,875
Foreign Currency Contracts
2,795,486
80,328
154,179
Other Contracts
61,071
—
8,495
Total Derivatives Not Designated as Hedge Accounting Instruments
$
69,210,195
$
2,365,040
$
605,538
Impact of Netting(2)
—
(2,340,512)
(788,114)
Total Insurance(1)
$
84,500,002
$
86,075
$
191,626
Fair Value Included Within Total Assets and Liabilities
$
102,595,257
$
269,206
$
771,161
(1)Excludes embedded derivatives. The fair value of these embedded derivatives related to assets was $95.3 million and the fair value of these embedded derivatives related to liabilities was $4.2 billion as of September 30, 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
$
15,771,463
$
264,621
$
441,608
Other Derivatives
374,604
4,792
2,382
Total Asset Management and Strategic Holdings
$
16,146,067
$
269,413
$
443,990
Insurance
Derivatives Designated as Hedge Accounting Instruments:
Interest Rate Contracts
$
7,320,500
$
—
$
372,212
Foreign Currency Contracts
2,302,335
24,278
73,478
Total Derivatives Designated as Hedge Accounting Instruments
$
9,622,835
$
24,278
$
445,690
Derivatives Not Designated as Hedge Accounting Instruments:
Equity Market Contracts
$
35,203,206
$
1,480,875
$
248,127
Interest Rate Contracts
22,259,423
284,067
306,244
Foreign Currency Contracts
1,331,345
65,803
56,616
Other Contracts
60,000
—
600
Total Derivatives Not Designated as Hedge Accounting Instruments
$
58,853,974
$
1,830,745
$
611,587
Impact of Netting(2)
—
(1,809,329)
(911,080)
Total Insurance(1)
$
68,476,809
$
45,694
$
146,197
Fair Value Included Within Total Assets and Liabilities
$
84,622,876
$
315,107
$
590,187
(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.
40
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.
Fair value hedges
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 September 30, 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)
$
2,249,047
$
33,784
$
2,324,364
$
80,210
Debt
(2,413,581)
(98,292)
(1,608,294)
(165,817)
Policy Liabilities
(4,504,481)
(154,561)
(4,380,048)
(255,308)
(1)Includes $16.9 million and $27.8 million of hedging adjustments on discontinued hedging relationships as of September 30, 2024 and December 31, 2023, respectively.
(2)Carrying amount is the amortized cost for AFS debt securities.
Cash flow hedges
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 2029 and are expected to affect earnings until 2054. Regression analysis is used to assess the effectiveness of these hedges.
As of September 30, 2024 and December 31, 2023, there was a cumulative loss of $(109.1) 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 has designated interest rate swaps to hedge the interest rate risk associated with floating rate investments, including AFS fixed maturity securities and commercial mortgage loans. Regression analysis is used to assess the effectiveness of these hedges.
As of September 30, 2024, there was a cumulative gain (loss) of $12.1 million on the currently designated interest rate swaps recorded in accumulated other comprehensive loss. Amounts deferred in accumulated other comprehensive loss are reclassified to net investment income in the same period during which the hedged investments affect earnings.
For all cash flow hedges, 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.
41
Net investment hedges
Global Atlantic has designated cross currency swaps to hedge the foreign currency risk associated with foreign currency-denominated equity method investments in net investment hedges. The effectiveness of these hedges is assessed based on changes in spot rates.
Changes in the fair value of the swaps are recognized in other comprehensive income, consistent with the translation adjustment for the hedged investment. The component comprising the difference between forward rates and spot rates is amortized to net investment income over the life of the swaps. As of September 30, 2024, the cumulative foreign currency translation gain (loss) recorded in accumulated other comprehensive income related to net investment hedges was $(13.4) million.
42
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 September 30, 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
$
—
$
—
$
—
$
55,641
$
96,672
$
—
Foreign Currency Contracts
—
(91,222)
683
—
—
15,275
Total Gains (Losses) on Derivatives Designated as Hedge Instruments
$
—
$
(91,222)
$
683
$
55,641
$
96,672
$
15,275
Gains (Losses) on Hedged Items:
Interest Rate Contracts
$
—
$
—
$
—
$
(55,641)
$
(96,672)
$
—
Foreign Currency Contracts
—
88,474
—
—
—
—
Total Gains (Losses) on Hedged Items
$
—
$
88,474
$
—
$
(55,641)
$
(96,672)
$
—
Amortization for Gains (Losses) Excluded from Assessment of Effectiveness:
Foreign Currency Contracts
$
—
$
1,321
$
—
$
—
$
—
$
—
Total Amortization for Gains (Losses) Excluded from Assessment of Effectiveness
—
1,321
—
—
—
—
Total Gains (Losses) on Fair Value Hedges, Net of Hedged Items
$
—
$
(1,427)
$
683
$
—
$
—
$
15,275
Cash Flow Hedges
Interest Rate Contracts
$
—
$
887
$
(3,215)
$
—
$
—
$
79,725
Total Gains (Losses) on Cash Flow Hedges
$
—
$
887
$
(3,215)
$
—
$
—
$
79,725
Net Investment Hedges
Gains (Losses) on Derivatives Designated as Hedge Instruments
$
—
$
(106)
$
405
$
—
$
—
$
(4,149)
Total Gains (Losses) on Net Investment Hedges
$
—
$
(106)
$
405
$
—
$
—
$
(4,149)
Derivatives Not Designated as Hedge Accounting Instruments:
Asset Management and Strategic Holdings
Foreign Exchange Contracts and Options
$
(439,183)
$
—
$
—
$
—
$
—
$
—
Other Derivatives
(19,357)
—
—
—
—
—
Total included in Net Gains (Losses) from Investment Activities
$
(458,540)
$
—
$
—
$
—
$
—
$
—
Insurance
Embedded Derivatives - Funds Withheld Receivable
$
—
$
(19,012)
$
—
$
—
$
—
$
—
Embedded Derivatives - Funds Withheld Payable
—
(1,305,338)
—
—
—
—
Equity Index Options
—
231,926
—
—
—
—
Equity Future Contracts
—
(25,426)
—
—
—
—
Interest Rate Contracts
—
324,733
—
—
—
—
Foreign Exchange and Other Derivative Contracts
—
(83,770)
—
—
—
—
Total Gains (Losses) on Derivatives Not Designated as Hedge Accounting Instruments from Insurance Activities
$
—
$
(876,887)
$
—
$
—
$
—
$
—
Total
$
(458,540)
$
(877,533)
$
(2,127)
$
—
$
—
$
90,851
43
Nine Months Ended September 30, 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
$
—
$
—
$
—
$
(28,122)
$
14,469
$
—
Foreign Currency Contracts
—
(34,237)
2,678
—
—
8,857
Total Gains (Losses) on Derivatives Designated as Hedge Instruments
$
—
$
(34,237)
$
2,678
$
(28,122)
$
14,469
$
8,857
Gains (Losses) on Hedged Items:
Interest Rate Contracts
$
—
$
—
$
—
$
28,122
$
(14,469)
$
—
Foreign Currency Contracts
—
33,784
—
—
—
—
Total Gains (Losses) on Hedged Items
$
—
$
33,784
$
—
$
28,122
$
(14,469)
$
—
Amortization for Gains (Losses) Excluded from Assessment of Effectiveness:
Foreign Currency Contracts
$
—
$
14,035
$
—
$
—
$
—
$
—
Total Amortization for Gains (Losses) Excluded from Assessment of Effectiveness
—
$
14,035
$
—
$
—
$
—
$
—
Total Gains (Losses) on Fair Value Hedges, Net of Hedged Items
$
—
$
13,582
$
2,678
$
—
$
—
$
8,857
Cash Flow Hedges
Interest Rate Contracts
$
—
$
—
$
(4,935)
$
—
$
—
$
29,971
Total Gains (Losses) on Cash Flow Hedges
$
—
$
—
$
(4,935)
$
—
$
—
$
29,971
Net Investment Hedges
Gains (Losses) on Derivatives Designated as Hedge Instruments
$
—
$
—
$
405
$
—
$
—
$
(13,402)
Total Gains (Losses) on Net Investment Hedges
$
—
$
—
$
405
$
—
$
—
$
(13,402)
Derivatives Not Designated as Hedge Accounting Instruments:
Asset Management and Strategic Holdings
Foreign Exchange Contracts and Options
(165,930)
$
—
$
—
$
—
$
—
$
—
Other Derivatives
(18,086)
—
—
—
—
—
Total included in Net Gains (Losses) from Investment Activities
$
(184,016)
$
—
$
—
$
—
$
—
$
—
Insurance
Embedded Derivatives - Funds Withheld Receivable
$
—
$
6,592
$
—
$
—
$
—
$
—
Embedded Derivatives - Funds Withheld Payable
—
(852,165)
—
—
—
—
Equity Index Options
—
580,358
—
—
—
—
Equity Future Contracts
—
(96,312)
—
—
—
—
Interest Rate Contracts
—
(42,280)
—
—
—
—
Foreign Exchange and Other Derivative Contracts
—
(61,522)
—
—
—
—
Total Gains (Losses) on Derivatives Not Designated as Hedge Accounting Instruments from Insurance Activities
$
—
$
(465,329)
$
—
$
—
$
—
$
—
Total
$
(184,016)
$
(451,747)
$
(1,852)
$
—
$
—
$
25,426
44
Three Months Ended September 30, 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
$
—
$
—
$
—
$
(68,477)
$
(57,764)
$
—
Foreign Currency Contracts
—
70,209
—
—
—
318
Total Gains (Losses) on Derivatives Designated as Hedge Instruments
$
—
$
70,209
$
—
$
(68,477)
$
(57,764)
$
318
Gains (Losses) on Hedged Items:
Interest Rate Contracts
$
—
$
—
$
—
$
68,477
$
57,764
$
—
Foreign Currency Contracts
—
(69,155)
—
—
—
—
Total Gains (Losses) on Hedged Items
$
—
$
(69,155)
$
—
$
68,477
$
57,764
$
—
Amortization for Gains (Losses) Excluded from Assessment of Effectiveness:
Foreign Currency Contracts
$
—
$
7,150
$
—
$
—
$
—
$
—
Total Amortization for Gains (Losses) Excluded from Assessment of Effectiveness
$
—
$
7,150
$
—
$
—
$
—
—
Total Gains (Losses) on Fair Value Hedges, Net of Hedged Items
$
—
$
8,204
$
—
$
—
$
—
$
318
Cash Flow Hedges
Interest Rate Contracts
$
—
$
(279)
$
—
$
—
$
—
$
(160,607)
Total Gains (Losses) on Cash Flow Hedges
$
—
$
(279)
$
—
$
—
$
—
$
(160,607)
Derivatives Not Designated as Hedge Accounting Instruments:
Asset Management and Strategic Holdings
Foreign Exchange Contracts and Options
$
166,539
$
—
$
—
$
—
$
—
$
—
Other Derivatives
11,416
—
—
—
—
—
Total included in Net Gains (Losses) from Investment Activities
$
177,955
$
—
$
—
$
—
$
—
$
—
Insurance
Embedded Derivatives - Funds Withheld Receivable
$
—
$
75,929
$
—
$
—
$
—
$
—
Embedded Derivatives - Funds Withheld Payable
—
666,599
—
—
—
—
Equity Index Options
—
(191,382)
—
—
—
—
Equity Future Contracts
—
52,484
—
—
—
—
Interest Rate and Foreign Exchange Contracts
—
(297,107)
—
—
—
—
Other
—
(68)
—
—
—
—
Total Gains (Losses) on Derivatives Not Designated as Hedge Accounting Instruments from Insurance Activities
$
—
$
306,455
$
—
$
—
$
—
$
—
Total
$
177,955
$
314,380
$
—
$
—
$
—
$
(160,289)
45
Nine Months Ended September 30, 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
$
—
$
—
$
—
$
(119,815)
$
(78,152)
$
—
Foreign Currency Contracts
—
15,309
—
—
—
3,201
Total Gains (Losses) on Derivatives Designated as Hedge Instruments
$
—
$
15,309
$
—
$
(119,815)
$
(78,152)
$
3,201
Gains (Losses) on Hedged Items:
Interest Rate Contracts
$
—
$
—
$
—
$
119,815
$
78,152
$
—
Foreign Currency Contracts
—
(13,118)
—
—
—
—
Total Gains (Losses) on Hedged Items
$
—
$
(13,118)
$
—
$
119,815
$
78,152
$
—
Amortization for Gains (Losses) Excluded from Assessment of Effectiveness:
Foreign Currency Contracts
$
—
$
21,205
$
—
$
—
$
—
$
—
Total Amortization for Gains (Losses) Excluded from Assessment of Effectiveness
$
—
$
21,205
$
—
$
—
$
—
$
—
Total Gains (Losses) on Fair Value Hedges, Net of Hedged Items
$
—
$
23,396
$
—
$
—
$
—
$
3,201
Cash Flow Hedges
Interest Rate Contracts
$
—
$
(816)
$
—
$
—
$
—
$
(123,389)
Total Gains (Losses) on Cash Flow Hedges
$
—
$
(816)
$
—
$
—
$
—
$
(123,389)
Derivatives Not Designated as Hedge Accounting Instruments:
Asset Management and Strategic Holdings
Foreign Exchange Contracts and Options
$
135,207
$
—
$
—
$
—
$
—
$
—
Other Derivatives
31,275
—
—
—
—
—
Total included in Net Gains (Losses) from Investment Activities
$
166,482
$
—
$
—
$
—
$
—
$
—
Insurance
Embedded Derivatives - Funds Withheld Receivable
$
—
$
59,311
$
—
$
—
$
—
$
—
Embedded Derivatives - Funds Withheld Payable
—
269,206
—
—
—
—
Equity Index Options
—
123,107
—
—
—
—
Equity Future Contracts
—
(36,724)
—
—
—
—
Interest Rate and Foreign Exchange Contracts
—
(392,876)
—
—
—
—
Other
(205)
—
—
—
—
Total Gains (Losses) on Derivatives Not Designated as Hedge Accounting Instruments from Insurance Activities
$
—
$
21,819
$
—
$
—
$
—
$
—
Total
$
166,482
$
44,399
$
—
$
—
$
—
$
(120,188)
46
Collateral
The amount of Global Atlantic's net derivative assets and liabilities after consideration of collateral received or pledged were as follows:
As of September 30, 2024
Gross Amount Recognized
Gross Amounts Offset in the Statements of Financial Position(1)
Net Amounts Presented in the Statements of Financial Condition
(1)Represents netting of derivative exposures covered by qualifying master netting agreements.
47
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:
September 30, 2024
Level I
Level II
Level III
Total
Asset Management and Strategic Holdings
Private Equity
$
764,489
$
665,306
$
32,978,665
$
34,408,460
Credit
355,948
2,562,148
4,658,193
7,576,289
Investments of Consolidated CFEs
—
25,862,833
—
25,862,833
Real Assets
327,776
146,821
12,740,442
13,215,039
Equity Method - Other
195,341
281,216
1,425,236
1,901,793
Other Investments
171,023
41,751
4,805,336
5,018,110
Total Investments
$
1,814,577
$
29,560,075
$
56,607,872
$
87,982,524
Foreign Exchange Contracts and Options
—
180,689
—
180,689
Other Derivatives
—
2,442
—
2,442
Total Assets at Fair Value - Asset Management and Strategic Holdings
$
1,814,577
$
29,743,206
$
56,607,872
$
88,165,655
Insurance
AFS Fixed Maturity Securities:
U.S. Government and Agencies
$
167,809
$
2,535,031
$
—
$
2,702,840
U.S. State, Municipal and Political Subdivisions
—
4,147,757
—
4,147,757
Corporate
—
33,364,539
9,042,074
42,406,613
Structured Securities
—
26,097,694
2,241,331
28,339,025
Total AFS Fixed Maturity Securities
$
167,809
$
66,145,021
$
11,283,405
$
77,596,235
Trading Fixed Maturity Securities:
U.S. Government and Agencies
$
185,258
$
3,067,928
$
—
$
3,253,186
U.S. State, Municipal and Political Subdivisions
—
445,914
—
445,914
Corporate
—
12,324,320
961,994
13,286,314
Structured Securities
—
6,578,104
588,726
7,166,830
Total Trading Fixed Maturity Securities
$
185,258
$
22,416,266
$
1,550,720
$
24,152,244
Equity Securities
178,744
—
15,773
194,517
Mortgage and Other Loan Receivables
—
—
596,375
596,375
Other Investments
—
—
8,105,824
(1)
8,105,824
Funds Withheld Receivable at Interest
—
—
95,253
95,253
Reinsurance Recoverable
—
—
955,341
955,341
Derivative Assets:
Equity Market Contracts
2,165
2,033,614
—
2,035,779
Interest Rate Contracts
412
302,263
—
302,675
Foreign Currency Contracts
—
88,133
—
88,133
Impact of Netting
(2,509)
(2,338,003)
—
(2)
(2,340,512)
Total Derivative Assets
$
68
$
86,007
$
—
$
86,075
Separate Account Assets
4,134,173
—
—
4,134,173
Total Assets at Fair Value - Insurance
$
4,666,052
$
88,647,294
$
22,602,691
$
115,916,037
Total Assets at Fair Value
$
6,480,629
$
118,390,500
$
79,210,563
$
204,081,692
48
December 31, 2023
Level I
Level II
Level III
Total
Asset Management and Strategic Holdings
Private Equity
$
1,762,257
$
58,653
$
30,921,574
$
32,742,484
Credit
281,626
2,540,362
5,452,916
8,274,904
Investments of Consolidated CFEs
—
24,996,298
—
24,996,298
Real Assets
676,808
27,567
11,295,633
12,000,008
Equity Method - Other
418,791
326,835
1,537,962
2,283,588
Other Investments
218,151
95,453
4,265,768
4,579,372
Total Investments
$
3,357,633
$
28,045,168
$
53,473,853
$
84,876,654
Foreign Exchange Contracts and Options
—
264,621
—
264,621
Other Derivatives
—
4,792
—
4,792
Total Assets at Fair Value - Asset Management and Strategic Holdings
$
3,357,633
$
28,314,581
$
53,473,853
$
85,146,067
Insurance
AFS Fixed Maturity Securities:
U.S. Government and Agencies
$
1,082,421
$
120,671
$
—
$
1,203,092
U.S. State, Municipal and Political Subdivisions
—
4,607,392
—
4,607,392
Corporate
—
31,377,753
8,571,003
39,948,756
Structured Securities
—
21,824,948
1,830,000
23,654,948
Total AFS Fixed Maturity Securities
$
1,082,421
$
57,930,764
$
10,401,003
$
69,414,188
Trading Fixed Maturity Securities:
U.S. Government and Agencies
$
2,354,194
$
163,919
$
—
$
2,518,113
U.S. State, Municipal and Political Subdivisions
—
1,223,946
—
1,223,946
Corporate
—
9,815,909
656,923
10,472,832
Structured Securities
—
3,997,341
593,238
4,590,579
Total Trading Fixed Maturity Securities
$
2,354,194
$
15,201,115
$
1,250,161
$
18,805,470
Equity Securities
4,215
—
15,522
19,737
Mortgage and Other Loan Receivables
—
—
697,402
697,402
Other Investments
—
—
4,925,751
(1)
4,925,751
Funds Withheld Receivable at Interest
—
—
88,661
88,661
Reinsurance Recoverable
—
—
926,035
926,035
Derivative Assets:
Equity Market Contracts
1,669
1,479,206
—
1,480,875
Interest Rate Contracts
19,474
264,593
—
284,067
Foreign Currency Contracts
—
90,081
—
90,081
Impact of Netting
(23,522)
(1,785,807)
—
(2)
(1,809,329)
Total Derivative Assets
$
(2,379)
$
48,073
$
—
$
45,694
Separate Account Assets
4,107,000
—
—
4,107,000
Total Assets at Fair Value - Insurance
$
7,545,451
$
73,179,952
$
18,304,535
$
99,029,938
Total Assets at Fair Value
$
10,903,084
$
101,494,533
$
71,778,388
$
184,176,005
(1)Other investments excluded from the fair value hierarchy table include private equity funds for which fair value is measured at net asset value per share as a practical expedient. As of September 30, 2024 and December 31, 2023, the fair value of these investments was $57.7 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 September 30, 2024, there were $2.8 million of unfunded commitments associated with these investments.
(2)Represents netting of derivative exposures covered by qualifying master netting agreements.
49
Liabilities, at fair value:
September 30, 2024
Level I
Level II
Level III
Total
Asset Management and Strategic Holdings
Securities Sold Short
$
106,708
$
—
$
—
$
106,708
Foreign Exchange Contracts and Options
—
575,940
—
575,940
Unfunded Revolver Commitments
—
—
103,926
(1)
103,926
Other Derivatives
9
3,586
—
3,595
Debt Obligations of Consolidated CFEs
—
26,189,098
—
26,189,098
Total Liabilities at Fair Value - Asset Management and Strategic Holdings
Embedded Derivative – Interest-sensitive Life Products
—
—
458,302
458,302
Embedded Derivative – Annuity Products
—
—
3,587,371
3,587,371
Total Liabilities at Fair Value - Insurance
$
1,497
$
144,700
$
4,041,894
$
4,188,091
Total Liabilities at Fair Value
$
150,776
$
25,864,951
$
4,136,577
$
30,152,304
(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 $1.1 billion as of both September 30, 2024 and December 31, 2023.
51
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 September 30, 2024 and 2023, respectively.
Three Months Ended September 30, 2024
Balance, Beg. of Period
Transfers In / (Out) - Changes in Consolidation
Transfers In
Transfers Out
Net Purchases/Issuances/Sales/Settlements
Net Unrealized and Realized Gains (Losses)
Change in OCI
Balance, End of Period
Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date
Changes in Net Unrealized Gains (Losses) Included in OCI related to Level III Assets and Liabilities still held as of the Reporting Date
Assets
Asset Management and Strategic Holdings
Private Equity
$
32,816,612
$
(1,064,234)
$
—
$
(412,552)
$
334,095
$
1,304,744
$
—
$
32,978,665
$
1,237,010
$
—
Credit
4,817,048
—
26,833
—
(124,520)
(61,168)
—
4,658,193
55,711
—
Real Assets
12,782,172
—
—
—
(168,204)
126,474
—
12,740,442
101,569
—
Equity Method - Other
1,506,572
—
—
(60,900)
(33,923)
13,487
—
1,425,236
13,376
—
Other Investments
4,519,889
—
—
—
176,142
109,305
—
4,805,336
100,744
—
Total Assets - Asset Management and Strategic Holdings
$
56,442,293
$
(1,064,234)
$
26,833
$
(473,452)
$
183,590
$
1,492,842
$
—
$
56,607,872
$
1,508,410
$
—
Insurance
AFS Fixed Maturity Securities:
Corporate Fixed Maturity Securities
$
8,685,083
$
—
$
—
$
—
$
266,708
$
53,500
$
36,783
$
9,042,074
$
—
$
36,914
Structured Securities
2,101,668
—
—
—
91,634
10,103
37,926
2,241,331
—
37,932
Total AFS Fixed Maturity Securities
10,786,751
—
—
—
358,342
63,603
74,709
11,283,405
—
74,846
Trading Fixed Maturity Securities:
Corporate Fixed Maturity Securities
910,400
—
—
—
36,047
15,547
—
961,994
15,504
—
Structured Securities
600,422
—
—
—
(27,151)
15,455
—
588,726
16,253
—
Total Trading Fixed Maturity Securities
1,510,822
—
—
—
8,896
31,002
—
1,550,720
31,757
—
Equity Securities
15,279
—
—
—
—
494
—
15,773
494
—
Mortgage and Other Loan Receivables
603,200
—
—
—
(18,795)
11,970
—
596,375
11,872
—
Other Investments
7,549,543
—
—
—
562,255
(5,974)
—
8,105,824
(11,171)
—
Funds Withheld Receivable at Interest
114,265
—
—
—
—
(19,012)
—
95,253
—
—
Reinsurance Recoverable
926,695
—
—
—
(1,640)
30,286
—
955,341
—
—
Total Assets - Insurance
$
21,506,555
$
—
$
—
$
—
$
909,058
$
112,369
$
74,709
$
22,602,691
$
32,952
$
74,846
Total
$
77,948,848
$
(1,064,234)
$
26,833
$
(473,452)
$
1,092,648
$
1,605,211
$
74,709
$
79,210,563
$
1,541,362
$
74,846
52
Nine Months Ended September 30, 2024
Balance, Beg. of Period
Transfers In / (Out) - Changes in Consolidation
Transfers In
Transfers Out
Net Purchases/Issuances/Sales/Settlements
Net Unrealized and Realized Gains (Losses)
Change in OCI
Balance, End of Period
Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date
Changes in Net Unrealized Gains (Losses) Included in OCI related to Level III Assets and Liabilities still held as of the Reporting Date
Assets
Asset Management and Strategic Holdings
Private Equity
$
30,921,574
$
(1,064,234)
$
9,042
$
(412,552)
$
1,319,902
$
2,204,933
$
—
$
32,978,665
$
2,138,873
$
—
Credit
5,452,916
151,713
174,905
(105,080)
(844,989)
(171,272)
—
4,658,193
(36,417)
—
Real Assets
11,295,633
934,530
—
—
322,565
187,714
—
12,740,442
87,385
—
Equity Method - Other
1,537,962
—
—
(62,977)
(33,980)
(15,769)
—
1,425,236
(17,486)
—
Other Investments
4,265,768
—
—
(8,106)
422,279
125,218
177
4,805,336
122,196
177
Total Assets - Asset Management and Strategic Holdings
$
53,473,853
$
22,009
$
183,947
$
(588,715)
$
1,185,777
$
2,330,824
$
177
$
56,607,872
$
2,294,551
$
177
Insurance
AFS Fixed Maturity Securities:
Corporate Fixed Maturity Securities
$
8,571,003
$
—
$
—
$
(301)
$
333,979
$
(7,408)
$
144,801
$
9,042,074
$
—
$
86,625
Structured Securities
1,830,000
—
95,965
—
227,532
25,338
62,496
2,241,331
—
64,049
Total AFS Fixed Maturity Securities
10,401,003
—
95,965
(301)
561,511
17,930
207,297
11,283,405
—
150,674
Trading Fixed Maturity Securities:
Corporate Fixed Maturity Securities
656,923
—
1,416
—
244,628
59,027
—
961,994
21,991
—
Structured Securities
593,238
—
106,805
—
(151,768)
40,451
—
588,726
25,446
—
Total Trading Fixed Maturity Securities
1,250,161
—
108,221
—
92,860
99,478
—
1,550,720
47,437
—
Equity Securities
15,522
—
—
—
—
251
—
15,773
251
—
Mortgage and Other Loan Receivables
697,402
—
—
—
(117,920)
16,893
—
596,375
19,760
—
Other Investments
4,925,751
—
—
—
3,341,936
(161,863)
—
8,105,824
(165,016)
—
Funds Withheld Receivable at Interest
88,661
—
—
—
—
6,592
—
95,253
—
—
Reinsurance Recoverable
926,035
—
—
—
(7,989)
37,295
—
955,341
—
—
Total Assets - Insurance
$
18,304,535
$
—
$
204,186
$
(301)
$
3,870,398
$
16,576
$
207,297
$
22,602,691
$
(97,568)
$
150,674
Total
$
71,778,388
$
22,009
$
388,133
$
(589,016)
$
5,056,175
$
2,347,400
$
207,474
$
79,210,563
$
2,196,983
$
150,851
53
Three Months Ended September 30, 2023
Balance, Beg. of Period
Transfers In / (Out) - Changes in Consolidation
Transfers In
Transfers Out
Net Purchases/Issuances/Sales/Settlements
Net Unrealized and Realized Gains (Losses)
Change in OCI
Balance, End of Period
Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date
Changes in Net Unrealized Gains (Losses) Included in OCI related to Level III Assets and Liabilities still held as of the Reporting Date
Assets
Asset Management and Strategic Holdings
Private Equity
$
28,606,221
$
—
$
—
$
(29,417)
$
298,497
$
701,265
$
—
$
29,576,566
$
678,202
$
—
Credit
5,372,882
—
109,773
(19,717)
112,076
(44,837)
—
5,530,177
(38,343)
—
Real Assets
20,307,579
(208,748)
—
(628)
(190,681)
11,229
—
19,918,751
(22,971)
—
Equity Method - Other
1,695,170
—
—
—
(19,883)
47,794
—
1,723,081
44,146
—
Other Investments
3,670,330
—
—
—
97,979
(71,484)
—
3,696,825
(68,124)
—
Other Derivatives
—
—
—
—
—
—
—
—
—
—
Total Assets - Asset Management and Strategic Holdings
$
59,652,182
$
(208,748)
$
109,773
$
(49,762)
$
297,988
$
643,967
$
—
$
60,445,400
$
592,910
$
—
Insurance
AFS Fixed Maturity Securities:
Corporate Fixed Maturity Securities
$
8,392,560
$
—
$
42,050
$
—
$
28,531
$
(43,972)
$
(368)
$
8,418,801
$
—
$
(886)
Structured Securities
1,922,744
—
—
(12,292)
(96,937)
7,887
25,356
1,846,758
—
23,344
Total AFS Fixed Maturity Securities
10,315,304
—
42,050
(12,292)
(68,406)
(36,085)
24,988
10,265,559
—
22,458
Trading Fixed Maturity Securities:
Corporate Fixed Maturity Securities
636,764
—
—
(188)
(8,061)
(4,780)
—
623,735
(4,279)
—
Structured Securities
658,183
—
—
(5,131)
(6,765)
2,915
—
649,202
1,483
—
Total Trading Fixed Maturity Securities
1,294,947
—
—
(5,319)
(14,826)
(1,865)
—
1,272,937
(2,796)
—
Equity Securities
15,695
—
—
—
—
447
—
16,142
447
—
Mortgage and Other Loan Receivables
768,276
—
—
—
(25,040)
(5,127)
—
738,109
(5,294)
—
Other Investments
5,016,427
—
—
—
44,052
(41,001)
—
5,019,478
(32,115)
—
Funds Withheld Receivable at Interest
(3,833)
—
—
—
—
75,929
—
72,096
—
—
Reinsurance Recoverable
988,639
—
—
—
795
(25,764)
—
963,670
—
—
Total Assets - Insurance
$
18,395,455
$
—
$
42,050
$
(17,611)
$
(63,425)
$
(33,466)
$
24,988
$
18,347,991
$
(39,758)
$
22,458
Total
$
78,047,637
$
(208,748)
$
151,823
$
(67,373)
$
234,563
$
610,501
$
24,988
$
78,793,391
$
553,152
$
22,458
54
Nine Months Ended September 30, 2023
Balance, Beg. of Period
Transfers In / (Out) - Changes in Consolidation
Transfers In
Transfers Out
Net Purchases/Issuances/Sales/Settlements
Net Unrealized and Realized Gains (Losses)
Change in OCI
Balance, End of Period
Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date
Changes in Net Unrealized Gains (Losses) Included in OCI related to Level III Assets and Liabilities still held as of the Reporting Date
Assets
Asset Management and Strategic Holdings
Private Equity
$
25,336,957
$
—
$
—
$
(29,417)
$
3,195,060
$
1,073,966
$
—
$
29,576,566
$
1,115,397
$
—
Credit
5,786,026
—
127,401
(43,475)
(353,479)
13,704
—
5,530,177
63,854
—
Real Assets
17,015,112
(335,637)
—
(628)
3,578,420
(338,516)
—
19,918,751
(369,658)
—
Equity Method - Other
1,624,420
—
—
(2,335)
(11,383)
112,379
—
1,723,081
113,338
—
Other Investments
3,334,366
—
22,777
(22,376)
533,086
(171,028)
—
3,696,825
(171,116)
—
Other Derivatives
—
—
—
—
2,153
(2,153)
—
—
—
—
Total Assets - Asset Management and Strategic Holdings
$
53,096,881
$
(335,637)
$
150,178
$
(98,231)
$
6,943,857
$
688,352
$
—
$
60,445,400
$
751,815
$
—
Insurance
AFS Fixed Maturity Securities:
Corporate Fixed Maturity Securities
$
8,310,657
$
—
$
75,246
$
—
$
10,513
$
(5,711)
$
28,096
$
8,418,801
$
—
$
45,705
Structured Securities
1,419,441
—
275,347
(15,666)
87,917
10,982
68,737
1,846,758
—
63,376
Total AFS Fixed Maturity Securities
9,730,098
—
350,593
(15,666)
98,430
5,271
96,833
10,265,559
—
109,081
Trading Fixed Maturity Securities:
Corporate Fixed Maturity Securities
672,023
—
—
(188)
(32,845)
(15,255)
—
623,735
(13,350)
—
Structured Securities
643,811
—
11,971
(11,878)
6,229
(931)
—
649,202
(686)
—
Total Trading Fixed Maturity Securities
1,315,834
—
11,971
(12,066)
(26,616)
(16,186)
—
1,272,937
(14,036)
—
Equity Securities
16,286
—
—
—
—
(144)
—
16,142
(144)
—
Mortgage and Other Loan Receivables
787,515
—
—
—
(51,906)
2,500
—
738,109
910
—
Other Investments
4,883,441
—
—
—
209,337
(73,300)
—
5,019,478
(65,760)
—
Funds Withheld Receivable at Interest
12,785
—
—
—
—
59,311
—
72,096
—
—
Reinsurance Recoverable
981,775
—
—
—
(9,795)
(8,310)
—
963,670
—
—
Total Assets - Insurance
$
17,727,734
$
—
$
362,564
$
(27,732)
$
219,450
$
(30,858)
$
96,833
$
18,347,991
$
(79,030)
$
109,081
Total
$
70,824,615
$
(335,637)
$
512,742
$
(125,963)
$
7,163,307
$
657,494
$
96,833
$
78,793,391
$
672,785
$
109,081
55
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
Purchases
Issuances
Sales
Settlements
Net Purchases/ Issuances/ Sales/ Settlements
Purchases
Issuances
Sales
Settlements
Net Purchases/ Issuances/ Sales/ Settlements
Assets
Asset Management and Strategic Holdings
Private Equity
$
537,627
$
—
$
(203,532)
$
—
$
334,095
$
1,858,430
$
—
$
(538,528)
$
—
$
1,319,902
Credit
229,527
—
(354,047)
—
(124,520)
742,877
—
(1,237,596)
(350,270)
(844,989)
Real Assets
844,660
—
(1,012,864)
—
(168,204)
1,726,310
—
(1,403,745)
—
322,565
Equity Method - Other
1,002
—
(34,925)
—
(33,923)
4,084
—
(38,064)
—
(33,980)
Other Investments
1,032,365
—
(856,223)
—
176,142
2,288,618
—
(1,801,569)
(64,770)
422,279
Total Assets - Asset Management and Strategic Holdings
$
2,645,181
$
—
$
(2,461,591)
$
—
$
183,590
$
6,620,319
$
—
$
(5,019,502)
$
(415,040)
$
1,185,777
Insurance
AFS Fixed Maturity Securities:
Corporate Fixed Maturity Securities
$
1,347,498
$
—
$
(522,817)
$
(557,973)
$
266,708
$
3,519,683
$
—
$
(1,193,197)
$
(1,992,507)
$
333,979
Structured Securities
249,404
—
—
(157,770)
91,634
591,942
—
(10,349)
(354,061)
227,532
Total AFS Fixed Maturity Securities
1,596,902
—
(522,817)
(715,743)
358,342
4,111,625
—
(1,203,546)
(2,346,568)
561,511
Trading Fixed Maturity Securities:
Corporate Fixed Maturity Securities
72,013
—
(1,227)
(34,739)
36,047
839,978
—
(224,710)
(370,640)
244,628
Structured Securities
17,271
—
—
(44,422)
(27,151)
124,887
—
(204,425)
(72,230)
(151,768)
Total Trading Fixed Maturity Securities
89,284
—
(1,227)
(79,161)
8,896
964,865
—
(429,135)
(442,870)
92,860
Mortgage and Other Loan Receivables
—
—
—
(18,795)
(18,795)
1,795
—
—
(119,715)
(117,920)
Other Investments
649,061
—
(4,073)
(82,733)
562,255
3,436,508
—
(11,839)
(82,733)
3,341,936
Reinsurance Recoverable
—
—
—
(1,640)
(1,640)
—
—
—
(7,989)
(7,989)
Total Assets - Insurance
$
2,335,247
$
—
$
(528,117)
$
(898,072)
$
909,058
$
8,514,793
$
—
$
(1,644,520)
$
(2,999,875)
$
3,870,398
Total
$
4,980,428
$
—
$
(2,989,708)
$
(898,072)
$
1,092,648
$
15,135,112
$
—
$
(6,664,022)
$
(3,414,915)
$
5,056,175
56
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
Purchases
Issuances
Sales
Settlements
Net Purchases/Issuances/Sales/Settlements
Purchases
Issuances
Sales
Settlements
Net Purchases/ Issuances/ Sales/ Settlements
Assets
Asset Management and Strategic Holdings
Private Equity
$
346,830
$
—
$
(48,333)
$
—
$
298,497
$
3,269,655
$
—
$
(74,595)
$
—
$
3,195,060
Credit
234,700
—
(99,753)
(22,871)
112,076
971,723
—
(1,202,822)
(122,380)
(353,479)
Real Assets
362,219
—
(552,900)
—
(190,681)
4,618,910
—
(1,039,451)
(1,039)
3,578,420
Equity Method - Other
1
—
(19,884)
—
(19,883)
10,124
—
(21,507)
—
(11,383)
Other Investments
276,832
—
(116,642)
(62,211)
97,979
952,411
—
(256,178)
(163,147)
533,086
Other Derivatives
—
—
—
—
—
2,153
—
—
—
2,153
Total Assets - Asset Management and Strategic Holdings
$
1,220,582
$
—
$
(837,512)
$
(85,082)
$
297,988
$
9,824,976
$
—
$
(2,594,553)
$
(286,566)
$
6,943,857
Insurance
AFS Fixed Maturity Securities:
Corporate Fixed Maturity Securities
$
272,983
$
—
$
(10)
$
(244,442)
$
28,531
$
723,970
$
—
$
(5,678)
$
(707,779)
$
10,513
Structured Securities
57,422
—
(1,020)
(153,339)
(96,937)
322,549
—
(1,020)
(233,612)
87,917
Total AFS Fixed Maturity Securities
330,405
—
(1,030)
(397,781)
(68,406)
1,046,519
—
(6,698)
(941,391)
98,430
Trading Fixed Maturity Securities:
Corporate Fixed Maturity Securities
3,864
—
—
(11,925)
(8,061)
18,727
—
(1,000)
(50,572)
(32,845)
Structured Securities
3,538
—
(2,380)
(7,923)
(6,765)
40,975
—
(3,074)
(31,672)
6,229
Total Trading Fixed Maturity Securities
7,402
—
(2,380)
(19,848)
(14,826)
59,702
—
(4,074)
(82,244)
(26,616)
Mortgage and Other Loan Receivables
657
—
—
(25,697)
(25,040)
1,291
—
(3,078)
(50,119)
(51,906)
Other Investments
49,995
—
(5,943)
—
44,052
227,629
—
(18,292)
—
209,337
Reinsurance Recoverable
—
—
—
795
795
—
—
—
(9,795)
(9,795)
Total Assets - Insurance
$
388,459
$
—
$
(9,353)
$
(442,531)
$
(63,425)
$
1,335,141
$
—
$
(32,142)
$
(1,083,549)
$
219,450
Total
$
1,609,041
$
—
$
(846,865)
$
(527,613)
$
234,563
$
11,160,117
$
—
$
(2,626,695)
$
(1,370,115)
$
7,163,307
57
Three Months Ended September 30, 2024
Balance, Beg. of Period
Transfers In / (Out) - Changes in Consolidation
Transfers In
Transfers Out
Net Purchases/Sales/Settlements/Issuances
Net Unrealized and Realized Gains (Losses)
Change in OCI
Balance, End of Period
Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date
Liabilities
Asset Management and Strategic Holdings
Unfunded Revolver Commitments
$
98,327
$
—
$
—
$
—
$
—
$
5,599
$
—
$
103,926
$
5,599
Total Liabilities - Asset Management and Strategic Holdings
$
98,327
$
—
$
—
$
—
$
—
$
5,599
$
—
$
103,926
$
5,599
Insurance
Policy Liabilities
$
1,320,498
$
—
$
—
$
—
$
19,896
$
50,366
$
38,711
$
1,429,471
$
—
Closed Block Policy Liabilities
970,844
—
—
—
(3,789)
32,187
1,507
1,000,749
—
Funds Withheld Payable at Interest
(2,900,476)
—
—
—
—
1,305,338
—
(1,595,138)
—
Embedded Derivative – Interest-sensitive Life Products
495,342
—
—
—
(25,069)
42,201
—
512,474
—
Embedded Derivative – Annuity Products
4,478,104
—
—
—
337,312
428,959
—
5,244,375
—
Total Liabilities - Insurance
$
4,364,312
$
—
$
—
$
—
$
328,350
$
1,859,051
$
40,218
$
6,591,931
$
—
Total
$
4,462,639
$
—
$
—
$
—
$
328,350
$
1,864,650
$
40,218
$
6,695,857
$
5,599
58
Nine Months Ended September 30, 2024
Balance, Beg. of Period
Transfers In / (Out) - Changes in Consolidation
Transfers In
Transfers Out
Net Purchases/Sales/Settlements/Issuances
Net Unrealized and Realized Gains (Losses)
Change in OCI
Balance, End of Period
Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date
Liabilities
Asset Management and Strategic Holdings
Unfunded Revolver Commitments
$
94,683
$
—
$
—
$
—
$
—
$
9,243
$
—
$
103,926
$
9,243
Total Liabilities - Asset Management and Strategic Holdings
$
94,683
$
—
$
—
$
—
$
—
$
9,243
$
—
$
103,926
$
9,243
Insurance
Policy Liabilities
$
1,474,970
$
—
$
—
$
—
$
28,174
$
(103,360)
$
29,687
$
1,429,471
$
—
Closed Block Policy Liabilities
968,554
—
—
—
1,126
32,776
(1,707)
1,000,749
—
Funds Withheld Payable at Interest
(2,447,303)
—
—
—
—
852,165
—
(1,595,138)
—
Embedded Derivative – Interest-sensitive Life Products
458,302
—
—
—
(71,974)
126,146
—
512,474
—
Embedded Derivative – Annuity Products
3,587,371
—
—
—
931,981
725,023
—
5,244,375
—
Total Liabilities - Insurance
$
4,041,894
$
—
$
—
$
—
$
889,307
$
1,632,750
$
27,980
$
6,591,931
$
—
Total
$
4,136,577
$
—
$
—
$
—
$
889,307
$
1,641,993
$
27,980
$
6,695,857
$
9,243
59
Three Months Ended September 30, 2023
Balance, Beg. of Period
Transfers In / (Out) - Changes in Consolidation
Transfers In
Transfers Out
Net Purchases/Sales/Settlements/Issuances
Net Unrealized and Realized Gains (Losses)
Change in OCI
Balance, End of Period
Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date
Liabilities
Asset Management and Strategic Holdings
Unfunded Revolver Commitments
$
110,106
$
—
$
—
$
—
$
—
$
(12,265)
$
—
$
97,841
$
(12,265)
Total Liabilities - Asset Management and Strategic Holdings
$
110,106
$
—
$
—
$
—
$
—
$
(12,265)
$
—
$
97,841
$
(12,265)
Insurance
Policy Liabilities
$
1,181,368
$
—
$
—
$
—
$
(693)
$
(118,986)
$
63,227
$
1,124,916
$
—
Closed Block Policy Liabilities
1,026,339
—
—
—
10,260
(30,782)
(3,540)
1,002,277
—
Funds Withheld Payable at Interest
(3,090,373)
—
—
—
—
(666,599)
—
(3,756,972)
—
Embedded Derivative – Interest-sensitive Life Products
447,005
—
—
—
(27,314)
(31,641)
—
388,050
—
Embedded Derivative – Annuity Products
2,815,783
—
—
—
172,129
(132,410)
—
2,855,502
—
Total Liabilities - Insurance
$
2,380,122
$
—
$
—
$
—
$
154,382
$
(980,418)
$
59,687
$
1,613,773
$
—
Total
$
2,490,228
$
—
$
—
$
—
$
154,382
$
(992,683)
$
59,687
$
1,711,614
$
(12,265)
60
Nine Months Ended September 30, 2023
Balance, Beg. of Period
Transfers In / (Out) - Changes in Consolidation
Transfers In
Transfers Out
Net Purchases/Sales/Settlements/Issuances
Net Unrealized and Realized Gains (Losses)
Change in OCI
Balance, End of Period
Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date
Liabilities
Asset Management and Strategic Holdings
Unfunded Revolver Commitments
$
137,315
$
—
$
—
$
—
$
—
$
(39,474)
$
—
$
97,841
$
(39,474)
Total Liabilities - Asset Management and Strategic Holdings
$
137,315
$
—
$
—
$
—
$
—
$
(39,474)
$
—
$
97,841
$
(39,474)
Insurance
Policy Liabilities
$
1,063,496
$
—
$
—
$
—
$
(3,066)
$
(93,338)
$
157,824
$
1,124,916
$
—
Closed Block Policy Liabilities
1,016,313
—
—
—
1,232
(9,821)
(5,447)
1,002,277
—
Funds Withheld Payable at Interest
(3,487,766)
—
—
—
—
(269,206)
—
(3,756,972)
—
Embedded Derivative – Interest-sensitive Life Products
337,860
—
—
—
(25,007)
75,197
—
388,050
—
Embedded Derivative – Annuity Products
1,851,381
—
—
—
722,097
282,024
—
2,855,502
—
Total Liabilities - Insurance
$
781,284
$
—
$
—
$
—
$
695,256
$
(15,144)
$
152,377
$
1,613,773
$
—
Total
$
918,599
$
—
$
—
$
—
$
695,256
$
(54,618)
$
152,377
$
1,711,614
$
(39,474)
61
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
Issuances
Settlements
Net Issuances/Settlements
Issuances
Settlements
Net Issuances/Settlements
Liabilities
Asset Management and Strategic Holdings
Unfunded Revolver Commitments
$
—
$
—
$
—
$
—
$
—
$
—
Total Liabilities - Asset Management and Strategic Holdings
$
—
$
—
$
—
$
—
$
—
$
—
Insurance
Policy Liabilities
$
23,505
$
(3,609)
$
19,896
$
38,754
$
(10,580)
$
28,174
Closed Block Policy Liabilities
—
(3,789)
(3,789)
1,126
—
1,126
Embedded Derivative – Interest-sensitive Life Products
—
(25,069)
(25,069)
—
(71,974)
(71,974)
Embedded Derivative – Annuity Products
409,892
(72,580)
337,312
1,125,910
(193,929)
931,981
Total Liabilities - Insurance
$
433,397
$
(105,047)
$
328,350
$
1,165,790
$
(276,483)
$
889,307
Total
$
433,397
$
(105,047)
$
328,350
$
1,165,790
$
(276,483)
$
889,307
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
Issuances
Settlements
Net Issuances/Settlements
Issuances
Settlements
Net Issuances/Settlements
Liabilities
Asset Management and Strategic Holdings
Unfunded Revolver Commitments
$
—
$
—
$
—
$
—
$
—
$
—
Total Liabilities - Asset Management and Strategic Holdings
$
—
$
—
$
—
$
—
$
—
$
—
Insurance
Policy Liabilities
$
910
$
(1,603)
$
(693)
$
817
$
(3,883)
$
(3,066)
Closed Block Policy Liabilities
1,232
9,028
10,260
1,232
—
1,232
Embedded Derivative – Interest-sensitive Life Products
—
(27,314)
(27,314)
—
(25,007)
(25,007)
Embedded Derivative – Annuity Products
212,276
(40,147)
172,129
804,887
(82,790)
722,097
Total Liabilities - Insurance
$
214,418
$
(60,036)
$
154,382
$
806,936
$
(111,680)
$
695,256
Total
$
214,418
$
(60,036)
$
154,382
$
806,936
$
(111,680)
$
695,256
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 September 30, 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 September 30, 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
$
32,978,665
Private Equity
$
30,403,822
Inputs to market comparables, discounted cash flow and transaction price
Illiquidity Discount
6.0%
5.0% - 15.0%
Decrease
Weight Ascribed to Market Comparables
27.8%
0.0% - 100.0%
(4)
Weight Ascribed to Discounted Cash Flow
68.4%
0.0% - 100.0%
(5)
Weight Ascribed to Transaction Price
3.8%
0.0% - 100.0%
(6)
Market comparables
Enterprise Value/LTM EBITDA Multiple
18.5x
5.9x - 29.8x
Increase
Enterprise Value/Forward EBITDA Multiple
16.8x
4.5x - 29.7x
Increase
Discounted cash flow
Weighted Average Cost of Capital
9.1%
6.1% - 14.3%
Decrease
Enterprise Value/EBITDA Exit Multiple
14.6x
6.0x - 27.6x
Increase
62
Level III Assets
Fair Value September 30, 2024
Valuation Methodologies & Inputs
Unobservable Input(s) (1)
Weighted
Average (2)
Range
Impact to
Valuation
from an
Increase in
Input (3)
Growth Equity
$
2,574,843
Inputs to market comparables, discounted cash flow and milestones
Illiquidity Discount
10.1%
10.0% - 15.0%
Decrease
Weight Ascribed to Market Comparables
34.6%
0.0% - 100.0%
(4)
Weight Ascribed to Discounted Cash Flow
3.2%
0.0% - 50.0%
(5)
Weight Ascribed to Transaction Price
13.9%
0.0% - 100.0%
(6)
Weight Ascribed to Milestones
48.3%
0.0% - 100.0%
(6)
Scenario Weighting
Base
75.3%
50.0% - 85.0%
Increase
Downside
12.2%
5.0% - 25.0%
Decrease
Upside
12.5%
10.0% - 25.0%
Increase
Market Comparables
Enterprise Value/Revenues Multiple
8.8x
3.0x - 24.4x
Increase
Credit
$
4,658,193
Yield Analysis
Yield
10.2%
5.2% - 19.5%
Decrease
Net Leverage
6.1x
1.3x -13.0x
Decrease
EBITDA Multiple
12.8x
6.0x - 30.5x
Increase
Real Assets
$
12,740,442
Energy
$
1,544,535
Inputs to market comparables, discounted cash flow and transaction price
Weight Ascribed to Market Comparables
44.8%
0.0% - 50.0%
(4)
Weight Ascribed to Discounted Cash Flow
55.2%
50.0% - 100.0%
(5)
Market comparables
Enterprise Value/LTM EBITDA Multiple
3.4x
0.0x - 5.0x
Increase
Enterprise Value/Forward EBITDA Multiple
6.2x
0.0x- 7.8x
Increase
Discounted cash flow
Weighted Average Cost of Capital
12.1%
12.0% - 12.3%
Decrease
Average Price Per BOE (8)
$45.88
$42.21 - $50.35
Increase
Infrastructure
$
994,481
Inputs to market comparables, discounted cash flow and transaction price
Illiquidity Discount
6.5%
5.0% - 10.0%
Decrease
Weight Ascribed to Market Comparables
10.7%
0.0% - 25.0%
(4)
Weight Ascribed to Discounted Cash Flow
89.3%
75.0% - 100.0%
(5)
Weight Ascribed to Transaction Price
0.0%
0.0% - 0.0%
(6)
Market comparables
Enterprise Value/LTM EBITDA Multiple
11.8x
11.8x - 11.8x
Increase
Enterprise Value/Forward EBITDA Multiple
19.1x
11.0x - 22.4x
Increase
Discounted cash flow
Weighted Average Cost of Capital
6.8%
5.5% - 8.9%
Decrease
Enterprise Value/EBITDA Exit Multiple
15.8x
10.0x - 22.0x
Increase
Real Estate
$
10,201,426
Inputs to direct income capitalization, discounted cash flow and transaction price
Weight Ascribed to Direct Income Capitalization
10.8%
0.0% - 100.0%
(7)
Weight Ascribed to Discounted Cash Flow
84.1%
0.0% - 100.0%
(5)
Weight Ascribed to Transaction Price
5.1%
0.0% - 100.0%
(6)
Direct income capitalization
Current Capitalization Rate
5.3%
1.8% - 7.6%
Decrease
Discounted cash flow
Exit Capitalization Rate
5.7%
3.1% - 8.9%
Decrease
Unlevered Discount Rate
7.3%
2.8% - 25.0%
Decrease
Equity Method - Other
$
1,425,236
Inputs to market comparables, discounted cash flow and transaction price
Illiquidity Discount
7.1%
5.0% - 10.0%
Decrease
Weight Ascribed to Market Comparables
47.9%
0.0% - 100.0%
(4)
Weight Ascribed to Discounted Cash Flow
46.4%
0.0% - 50.0%
(5)
Weight Ascribed to Transaction Price
5.7%
0.0% - 100.0%
(6)
Market comparables
Enterprise Value/LTM EBITDA Multiple
17.6x
5.0x - 32.3x
Increase
Enterprise Value/Forward EBITDA Multiple
14.6x
4.0x - 26.5x
Increase
Discounted cash flow
Weighted Average Cost of Capital
10.7%
7.0% - 16.4%
Decrease
Enterprise Value/EBITDA Exit Multiple
18.0x
9.5x - 38.0x
Increase
Other Investments
$
4,805,336
(9)
Inputs to market comparables, discounted cash flow and transaction price
Illiquidity Discount
8.8%
5.0% - 15.0%
Decrease
Weight Ascribed to Market Comparables
20.8%
0.0% - 100.0%
(4)
Weight Ascribed to Discounted Cash Flow
43.9%
0.0% - 100.0%
(5)
Weight Ascribed to Transaction Price
35.3%
0.0% - 100.0%
(6)
Market comparables
Enterprise Value/LTM EBITDA Multiple
12.2x
0.7x - 21.3x
Increase
Enterprise Value/Forward EBITDA Multiple
9.0x
13.3x - 19.1x
Increase
Discounted cash flow
Weighted Average Cost of Capital
12.3%
7.3% - 20.0%
Decrease
Enterprise Value/EBITDA Exit Multiple
13.0x
8.5x - 15.0x
Increase
63
Level III Assets
Fair Value September 30, 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
$
10,004,068
Discounted cash flow
Discount Spread
2.5%
0.4% - 5.1%
Decrease
Structured Securities
$
2,830,057
Discounted cash flow
Discount Spread
2.8%
1.5% - 5.1%
Decrease
Constant Prepayment Rate
12.0%
10.0% - 15.0%
Increase/Decrease
Constant Default Rate
0.4%
0.0% - 3.0%
Decrease
Loss Severity
9.3%
0.0% - 95.0%
Decrease
Other Investments
$
8,105,824
Discounted cash flow
Vacancy Rate
1.2%
0.0% - 2.7%
Decrease
Discount Rate
7.4%
6.8% - 8.3%
Decrease
Terminal Capitalization Rate
5.9%
5.0% - 7.3%
Decrease
Reinsurance Recoverable
$
955,341
Present value of expenses paid from the open block plus the cost of capital held in support of the liabilities.
Expense Assumption
$17.5
The average expense assumption is between $8.2 and $78.0 per policy, increased by inflation. The annual inflation rate was increased by 2.5%.
Increase
Unobservable inputs are a market participant’s view of the expenses, a risk margin on the uncertainty of the level of expenses and a cost of capital on the capital held in support of the liabilities.
Expense Risk Margin
9.4%
Decrease
Cost of Capital
9.7%
3.7% - 13.9%
Increase
Discounted cash flow
Mortality Rate
5.7%
Increase
Surrender Rate
2.0%
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.
64
(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 87% liquids and 13% 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 September 30, 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
$
103,926
Yield Analysis
Yield
8.9%
8.0% - 10.9%
Decrease
INSURANCE(4)
Policy Liabilities
$
1,429,471
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
0.6%
0.5% - 0.8%
Decrease
Policyholder behavior is also a significant unobservable input, including lapse, surrender and mortality.
Surrender Rate
6.3%
3.5% - 7.7%
Decrease
Mortality Rate
4.8%
3.5% - 9.1%
Increase
Market risk benefit:
Fair value using a non-option and option valuation approach
Instrument-specific Credit Risk (10 and 30 Year)
0.6% / 0.8%
Decrease
Policyholder behavior is also a significant unobservable input, including lapse, surrender, and mortality.
Mortality Rate
2.6%
0.5% - 27.8%
Decrease
Surrender Rate
4.2%
0.1% - 37.1%
Decrease
65
Level III Liabilities
Fair Value September 30, 2024
Valuation Methodologies
Unobservable Input(s) (1)
Weighted
Average (2)
Range
Impact to
Valuation
from an
Increase in
Input (3)
Closed Block Policy Liabilities
$
1,000,749
Present value of expenses paid from the open block plus the cost of capital held in support of the liabilities.
Expense Assumption
$17.5
The average expense assumption is between $8.2 and $78.0 per policy, increased by inflation. The annual inflation rate was increased by 2.5%.
Increase
Instrument-specific Credit Risk
0.7%
0.5% - 0.8%
Decrease
Unobservable inputs are a market participant’s view of the expenses, a risk margin on the uncertainty of the level of expenses and a cost of capital on the capital held in support of the liabilities.
Expense Risk Margin
9.4%
Decrease
Cost of Capital
9.7%
3.7% - 13.9%
Increase
Discounted cash flow
Mortality Rate
5.7%
Increase
Surrender Rate
2.0%
Increase
Embedded Derivative – Interest-Sensitive Life Products
$
512,474
Policy persistency is a significant unobservable input.
Lapse Rate
3.2%
Decrease
Mortality Rate
0.8%
Decrease
Future costs for options used to hedge the contract obligations
Option Budget Assumption
3.6%
Increase
Instrument-specific Credit Risk
0.7%
0.5% - 0.8%
Decrease
Embedded Derivative – Annuity Products
$
5,244,375
Policyholder behavior is a significant unobservable input, including utilization and lapse.
Utilization:
Fixed-Indexed Annuity
96.5%
Increase
Surrender Rate:
Retail FIA
13.7%
Increase
Institutional FIA
18.0%
Decrease
Mortality Rate:
Retail FIA
2.6%
Decrease
Institutional FIA
1.9%
Decrease
Future costs for options used to hedge the contract obligations
Option Budget Assumption:
Retail FIA
3.1%
Increase
Institutional FIA
3.7%
Increase
Instrument-specific Credit Risk
0.7%
0.5% - 0.8%
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.
66
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 September 30, 2024 and December 31, 2023:
The following table summarizes the financial instruments for which the fair value option has been elected:
September 30, 2024
December 31, 2023
Assets
Asset Management and Strategic Holdings
Credit
$
694,209
$
976,978
Investments of Consolidated CFEs
25,862,833
24,996,298
Real Assets
60,028
59,721
Equity Method - Other
1,901,793
2,283,588
Other Investments
120,439
153,597
Total Asset Management and Strategic Holdings
$
28,639,302
$
28,470,182
Insurance
Mortgage and Other Loan Receivables
$
596,375
$
697,402
Other Investments
510,570
232,877
Reinsurance Recoverable
955,341
926,035
Total Insurance
$
2,062,286
$
1,856,314
Total Assets
$
30,701,588
$
30,326,496
Liabilities
Asset Management and Strategic Holdings
Debt Obligations of Consolidated CFEs
$
26,189,098
$
25,276,404
Total Asset Management and Strategic Holdings
$
26,189,098
$
25,276,404
Insurance
Policy Liabilities
$
1,314,346
$
1,322,555
Total Insurance
$
1,314,346
$
1,322,555
Total Liabilities
$
27,503,444
$
26,598,959
69
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 September 30, 2024
Three Months Ended September 30, 2023
Net Realized Gains (Losses)
Net Unrealized Gains (Losses)
Total
Net Realized Gains (Losses)
Net Unrealized Gains (Losses)
Total
Assets
Asset Management and Strategic Holdings
Credit
$
(18,806)
$
34,420
$
15,614
$
(9,423)
$
(17,172)
$
(26,595)
Investments of Consolidated CFEs
(71,668)
46,225
(25,443)
(46,266)
370,853
324,587
Real Assets
—
2,159
2,159
—
(1,726)
(1,726)
Equity Method - Other
13,625
64,920
78,545
38,650
(14,738)
23,912
Other Investments
187
(1,956)
(1,769)
(41)
671
630
Total Asset Management and Strategic Holdings
$
(76,662)
$
145,768
$
69,106
$
(17,080)
$
337,888
$
320,808
Insurance
Mortgage and Other Loan Receivables
$
—
$
12,273
$
12,273
$
—
$
(4,711)
$
(4,711)
Other Investments
—
2,719
2,719
—
(9,462)
(9,462)
Total Insurance
$
—
$
14,992
$
14,992
$
—
$
(14,173)
$
(14,173)
Total Assets
$
(76,662)
$
160,760
$
84,098
$
(17,080)
$
323,715
$
306,635
Liabilities
Asset Management and Strategic Holdings
Debt Obligations of Consolidated CFEs
$
(1,625)
$
(38,405)
$
(40,030)
$
(36)
$
(306,057)
$
(306,093)
Total Asset Management and Strategic Holdings
$
(1,625)
$
(38,405)
$
(40,030)
$
(36)
$
(306,057)
$
(306,093)
Insurance
Policy Liabilities
$
—
$
(14,163)
$
(14,163)
$
—
$
12,318
$
12,318
Total Insurance
$
—
$
(14,163)
$
(14,163)
$
—
$
12,318
$
12,318
Total Liabilities
$
(1,625)
$
(52,568)
$
(54,193)
$
(36)
$
(293,739)
$
(293,775)
70
Nine Months Ended September 30, 2024
Nine Months Ended September 30, 2023
Net Realized Gains (Losses)
Net Unrealized Gains (Losses)
Total
Net Realized Gains (Losses)
Net Unrealized Gains (Losses)
Total
Assets
Asset Management and Strategic Holdings
Credit
$
(19,346)
$
32,454
$
13,108
$
(69,769)
$
39,123
$
(30,646)
Investments of Consolidated CFEs
(68,378)
54,177
(14,201)
(96,148)
939,835
843,687
Real Assets
—
307
307
51,637
(58,323)
(6,686)
Equity Method - Other
36,132
(109,483)
(73,351)
86,017
(31,038)
54,979
Other Investments
69
(1,093)
(1,024)
1,520
(1,090)
430
Total Asset Management and Strategic Holdings
$
(51,523)
$
(23,638)
$
(75,161)
$
(26,743)
$
888,507
$
861,764
Insurance
Mortgage and Other Loan Receivables
$
—
$
20,722
$
20,722
$
—
$
1,485
$
1,485
Other Investments
—
(50,282)
(50,282)
—
(65,130)
(65,130)
Total Insurance
$
—
$
(29,560)
$
(29,560)
$
—
$
(63,645)
$
(63,645)
Total Assets
$
(51,523)
$
(53,198)
$
(104,721)
$
(26,743)
$
824,862
$
798,119
Liabilities
Asset Management and Strategic Holdings
Debt Obligations of Consolidated CFEs
$
(5,149)
$
(28,114)
$
(33,263)
$
(36)
$
(941,210)
$
(941,246)
Total Asset Management and Strategic Holdings
$
(5,149)
$
(28,114)
$
(33,263)
$
(36)
$
(941,210)
$
(941,246)
Insurance
Policy Liabilities
$
—
$
43,535
$
43,535
$
—
$
58,810
$
58,810
Total Insurance
$
—
$
43,535
$
43,535
$
—
$
58,810
$
58,810
Total Liabilities
$
(5,149)
$
15,421
$
10,272
$
(36)
$
(882,400)
$
(882,436)
71
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 September 30, 2024 and December 31, 2023:
September 30,
December 31,
2024
2023
Deferred Acquisition Costs, or "DAC"
$
1,577,789
$
1,154,697
Value of Business Acquired
1,187,234
1,252,984
Cost-of-reinsurance Intangibles
2,327,885
2,043,143
Total Insurance Intangibles
$
5,092,908
$
4,450,824
Deferred acquisition costs
The following tables reflect the deferred acquisition costs roll-forward by product category for the nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30, 2024
Fixed Rate Annuities
Fixed Indexed Annuities
Interest Sensitive Life
Other
Total
Balance, as of the Beginning of the Period
$
373,863
$
481,970
$
132,079
$
166,785
$
1,154,697
Capitalizations
178,589
292,109
6,266
112,252
589,216
Amortization Expense
(78,606)
(67,183)
(6,486)
(13,849)
(166,124)
Balance, as of the End of the Period
$
473,846
$
706,896
$
131,859
$
265,188
$
1,577,789
Nine Months Ended September 30, 2023
Fixed Rate Annuities
Fixed Indexed Annuities
Interest Sensitive Life
Other
Total
Balance, as of the Beginning of the Period
$
221,679
$
367,813
$
116,021
$
115,457
$
820,970
Capitalizations
134,484
129,891
21,601
52,379
338,355
Amortization Expense
(45,989)
(43,608)
(5,357)
(10,985)
(105,939)
Balance, as of the End of the Period
$
310,174
$
454,096
$
132,265
$
156,851
$
1,053,386
Value of business acquired
The following tables reflect the value of business acquired, or “VOBA” asset roll-forward by product category for the nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30, 2024
Fixed Rate Annuities
Fixed Indexed Annuities
Interest Sensitive Life
Variable Annuities
Other
Total
Balance, as of the Beginning of the Period
$
44,922
$
621,372
$
262,942
$
245,042
$
78,706
$
1,252,984
Amortization Expense
(2,784)
(32,223)
(10,212)
(15,491)
(5,040)
(65,750)
Balance, as of the End of the Period
$
42,138
$
589,149
$
252,730
$
229,551
$
73,666
$
1,187,234
Nine Months Ended September 30, 2023
Fixed Rate Annuities
Fixed Indexed Annuities
Interest Sensitive Life
Variable Annuities
Other
Total
Balance, as of the Beginning of the Period
$
48,762
$
663,296
$
276,795
$
241,778
$
85,898
$
1,316,529
Amortization Expense
(2,893)
(31,020)
(10,338)
(18,414)
(5,448)
(68,113)
Balance, as of the End of the Period
$
45,869
$
632,276
$
266,457
$
223,364
$
80,450
$
1,248,416
72
The following tables reflect the negative value of business acquired, or “negative VOBA” liability roll-forward by product category for the nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30, 2024
Fixed Rate Annuities
Fixed Indexed Annuities
Interest Sensitive Life
Variable Annuities
Other
Total
Balance, as of the Beginning of the Period
$
65,966
$
106,538
$
421,213
$
91,295
$
182,920
$
867,932
Amortization Expense
(17,221)
(24,518)
(22,349)
(4,622)
(10,053)
(78,763)
Balance, as of the End of the Period
$
48,745
$
82,020
$
398,864
$
86,673
$
172,867
$
789,169
Nine Months Ended September 30, 2023
Fixed Rate Annuities
Fixed Indexed Annuities
Interest Sensitive Life
Variable Annuities
Other
Total
Balance, as of the Beginning of the Period
$
98,342
$
145,610
$
461,592
$
99,776
$
198,804
$
1,004,124
Amortization Expense
(24,725)
(29,519)
(26,634)
(6,897)
(12,420)
(100,195)
Balance, as of the End of the Period
$
73,617
$
116,091
$
434,958
$
92,879
$
186,384
$
903,929
Unearned revenue reserves and unearned front-end loads
Nine Months Ended September 30,
2024
2023
Preneed
Balance, as of the Beginning of the Period
$
178,053
$
118,186
Deferral
52,210
54,636
Amortized to Income during the Period
(12,010)
(8,480)
Balance, as of the End of the Period
$
218,253
$
164,342
Significant inputs, judgments, assumptions for DAC and related amortization amounts
Global Atlantic considers surrender rates, mortality rates, and other relevant policy decrements in determining the expected life of the contract. As a part of Global Atlantic's actual experience update for the nine months ended September 30, 2024, Global Atlantic concluded that there was no material change in relevant inputs, judgments, or assumptions requiring an update of the amortization rate for DAC and related amortization amounts. For the nine months ended September 30, 2023, Global Atlantic updated mortality and surrender rates. These updates reduced the amortization rate for DAC and related amortization amounts by $1.1 million per quarter.
73
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:
September 30, 2024
December 31, 2023
Policy Liabilities:
Direct
$
82,402,530
$
75,715,857
Assumed
101,647,880
84,342,414
Total Policy Liabilities
184,050,410
160,058,271
Ceded(1)
(46,042,433)
(35,773,958)
Net Policy Liabilities
$
138,007,977
$
124,284,313
(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 September 30, 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++
$
108,924
$
—
$
108,924
$
38,857
$
—
$
38,857
A+
1,764,620
—
1,764,620
1,801,954
—
1,801,954
A
2,149,024
—
2,149,024
2,212,800
—
2,212,800
A-
4,108,309
3,600,954
507,355
4,430,484
3,814,976
615,508
B++
700
—
700
589
—
589
B+
—
—
—
—
—
—
B
—
—
—
—
—
—
B-
—
—
—
—
—
—
C++/C+
(230)
—
—
(228)
—
—
Not Rated or Private Rating(4)
40,809,162
41,788,353
—
30,859,068
30,210,350
648,718
Total
$
48,940,509
$
45,389,307
$
4,530,623
$
39,343,524
$
34,025,326
$
5,318,426
(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 $23.2 million and $21.0 million as of September 30, 2024 and December 31, 2023, respectively, held against reinsurance recoverable and funds withheld receivable at interest.
(4)Includes $40.8 billion and $30.8 billion as of September 30, 2024 and December 31, 2023, respectively, associated with cessions to co-investment vehicles (the "sponsored reinsurance vehicles") that participate in qualifying reinsurance transactions sourced by Global Atlantic.
As of September 30, 2024 and December 31, 2023, Global Atlantic had $2.6 billion and $2.7 billion of funds withheld receivable at interest, respectively, with six counterparties related to modified coinsurance and funds withheld contracts. The assets supporting the funds withheld receivable at interest balance are held in trusts for the benefit of Global Atlantic.
74
The effects of reinsurance on the consolidated statements of operations were as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net Premiums:
Direct
$
128,276
$
26,153
$
293,649
$
92,061
Assumed
893,449
435,931
11,625,814
2,189,835
Ceded
(400,507)
(241,872)
(4,325,929)
(961,631)
Net Premiums
$
621,218
$
220,212
$
7,593,534
$
1,320,265
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Policy Fees:
Direct
$
235,567
$
229,351
$
691,415
$
686,251
Assumed
377,621
104,842
816,592
315,104
Ceded
(237,817)
(20,177)
(469,789)
(58,155)
Net Policy Fees
$
375,371
$
314,016
$
1,038,218
$
943,200
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net Policy Benefits and Claims:
Direct
$
1,340,829
$
302,553
$
3,137,429
$
2,035,840
Assumed
2,162,227
767,329
14,544,107
3,367,807
Ceded
(1,081,361)
(322,644)
(5,799,612)
(1,393,341)
Net Policy Benefits and Claims
$
2,421,695
$
747,238
$
11,881,924
$
4,010,306
Global Atlantic holds collateral for and provides collateral to its reinsurance clients. Global Atlantic held $46.9 billion and $36.7 billion of collateral in the form of funds withheld payable at interest on behalf of its reinsurers as of September 30, 2024 and December 31, 2023, respectively. As of both September 30, 2024 and December 31, 2023, reinsurers held collateral of $1.2 billion on behalf of Global Atlantic. A significant portion of the collateral that Global Atlantic provides to its reinsurance clients is provided in the form of assets held in a trust for the benefit of the counterparty. As of September 30, 2024 and December 31, 2023, these trusts held in excess of the $98.9 billion and $81.8 billion of assets they are required to hold in order to support reserves of $97.3 billion and $79.4 billion, respectively. Of the cash held in trust, Global Atlantic classified $186.1 million and $90.8 million as restricted as of September 30, 2024 and December 31, 2023, respectively.
75
13. NET INCOME (LOSS) ATTRIBUTABLE TO KKR & CO. INC. PER SHARE OF COMMON STOCK
For the three and nine months ended September 30, 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 September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net Income (Loss) Available to KKR & Co. Inc. Common Stockholders - Basic
$
600,550
$
1,472,878
$
1,950,690
$
2,640,085
(+) Series C Mandatory Convertible Preferred Dividend (if dilutive)
—
17,248
—
51,747
Net Income (Loss) Available to KKR & Co. Inc. Common Stockholders - Diluted
$
600,550
$
1,490,126
$
1,950,690
$
2,691,832
Basic Net Income (Loss) Per Share of Common Stock
Weighted Average Shares of Common Stock Outstanding - Basic
887,444,991
862,123,088
886,618,138
861,598,674
Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Common Stock - Basic
$
0.68
$
1.71
$
2.20
$
3.06
Diluted Net Income (Loss) Per Share of Common Stock
Weighted Average Shares of Common Stock Outstanding - Basic
887,444,991
862,123,088
886,618,138
861,598,674
Incremental Common Shares:
Assumed vesting of dilutive equity awards (1)
54,522,488
24,412,604
46,461,239
24,720,901
Assumed conversion of Series C Mandatory Convertible Preferred Stock
—
22,521,288
—
25,397,130
Weighted Average Shares of Common Stock Outstanding - Diluted
941,967,479
909,056,980
933,079,377
911,716,705
Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Common Stock - Diluted
$
0.64
$
1.64
$
2.09
$
2.95
(1)For the three and nine months ended September 30, 2024 and 2023, Weighted Average Shares of Common Stock Outstanding – Diluted includes unvested equity awards, including certain equity awards that have met their market price-based vesting condition but have not satisfied their service-based vesting condition. Vesting of these equity awards dilute equity holders of KKR Group Partnership, including KKR & Co. Inc. and holders of exchangeable securities pro rata in accordance with their respective ownership interests in KKR Group Partnership.
Exchangeable Securities
For the three and nine months ended September 30, 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 September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Weighted Average Vested Restricted Holdings Units
7,000,723
3,909,477
6,584,764
3,495,802
Market Condition Awards
For the three months ended September 30, 2024 and 2023, 16.6 million and 26.8 million, respectively, and for the nine months ended September 30, 2024 and 2023, 25.3 million and 23.9 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.
76
14. OTHER ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES
Other Assets consist of the following:
September 30, 2024
December 31, 2023
Asset Management and Strategic Holdings
Unsettled Investment Sales (1)
$
462,971
$
271,544
Receivables
293,465
55,602
Due from Broker (2)
103,350
76,075
Deferred Tax Assets, net
49,474
48,580
Interest Receivable
300,983
351,999
Fixed Assets, net (3)
866,805
863,096
Foreign Exchange Contracts and Options (4)
180,689
264,621
Goodwill (5)
549,800
558,279
Intangible Assets (6)
1,595,252
1,624,648
Derivative Assets
2,442
4,792
Prepaid Taxes
97,727
211,966
Prepaid Expenses
73,033
56,828
Operating Lease Right of Use Assets (7)
693,181
358,684
Deferred Financing Costs
20,776
19,213
Other
262,270
209,296
Total Asset Management and Strategic Holdings
$
5,552,218
$
4,975,223
Insurance
Deferred Tax Assets, net
$
2,579,891
$
2,273,757
Accrued Investment Income
1,491,638
1,220,781
Goodwill
501,496
501,496
Intangible Assets and Deferred Sales Inducements(8)
333,373
258,529
Premiums and Other Account Receivables
241,840
188,136
Other
222,729
152,486
Operating Lease Right of Use Assets(7)
167,824
172,955
Unsettled Investment Sales(1) and Derivative Collateral Receivables
139,468
27,562
Derivative Assets
86,075
45,694
Prepaid Taxes
49,748
42,294
Market Risk Benefit Asset
377
17
Total Insurance
$
5,814,459
$
4,883,707
Total Other Assets
$
11,366,677
$
9,858,930
(1)Primarily includes 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 $309.9 million and $257.4 million as of September 30, 2024 and December 31, 2023, respectively. Depreciation and amortization expense of $18.4 million and $18.3 million for the three months ended September 30, 2024 and 2023, respectively, and $54.3 million and$50.7 million, for the nine months ended September 30, 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 September 30, 2024, the carrying value of goodwill is recorded and assessed for impairment at the reporting unit. As of September 30, 2024, there are approximately $(42.7) 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 September 30, 2024, there are approximately $(145.7) 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 $25.8 million and $17.6 million for the three months ended September 30, 2024 and 2023, respectively, and $59.0 million and$51.0 million for the nine months ended September 30, 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 September 30, 2024 and 2023, the operating lease cost was $5.0 million and $7.0 million, respectively, and for the nine months ended September 30, 2024 and 2023, the operating lease cost was $14.9 million and $20.6 million, respectively.
77
(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 13 years. The indefinite life intangible assets are not subject to amortization. The amortization expense of definite life intangible assets was $4.7 million and $4.4 million for the three months ended September 30, 2024 and 2023, respectively, and $13.5 million and $13.2 million for the nine months ended September 30, 2024 and 2023, respectively.
Accrued Expenses and Other Liabilities consist of the following:
September 30, 2024
December 31, 2023
Asset Management and Strategic Holdings
Amounts Payable to Carry Pool (1)
$
4,710,805
$
2,664,694
Unsettled Investment Purchases (2)
1,250,848
574,986
Securities Sold Short (3)
106,708
149,136
Derivative Liabilities
3,595
2,382
Accrued Compensation and Benefits
384,923
210,625
Interest Payable
491,225
492,501
Foreign Exchange Contracts and Options (4)
575,940
441,608
Accounts Payable and Accrued Expenses
508,589
221,851
Taxes Payable
167,272
39,255
Uncertain Tax Positions
26,433
23,579
Unfunded Revolver Commitments
103,926
94,683
Operating Lease Liabilities (5)
705,583
360,852
Deferred Tax Liabilities, net
2,707,971
2,370,118
Other Liabilities
175,867
72,145
Total Asset Management and Strategic Holdings
$
11,919,685
$
7,718,415
Insurance
Accrued Expenses
$
567,668
$
607,262
Unsettled Investment Purchases(2) and Derivative Collateral Liabilities
592,023
205,669
Insurance Operations Balances in Course of Settlement
241,481
250,367
Securities Sold Under Agreements to Repurchase
202,688
1,358,434
Derivative Liabilities
191,626
146,197
Operating Lease Liabilities(5)
188,643
193,566
Accrued Employee Related Expenses
122,243
370,984
Interest Payable
64,665
15,894
Tax Payable to Former Parent Company
48,932
62,545
Accounts and Commissions Payable
36,117
32,104
Other Tax Related Liabilities
19,974
12,984
Total Insurance
$
2,276,060
$
3,256,006
Total Accrued Expenses and Other Liabilities
$
14,195,745
$
10,974,421
(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)Primarily includes 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 16 years, some of which include options to extend the leases from 5 years to 10 years. The weighted average remaining lease terms were 13.3 years and 10.3 years as of September 30, 2024 and December 31, 2023, respectively. The weighted average discount rates were 3.6% and 2.9% as of September 30, 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 yearsas of September 30, 2024 and December 31, 2023, respectively. The weighted average discount rates were 4.7% and 4.4% as of September 30, 2024 and December 31, 2023, respectively. The weighted average remaining lease terms for land were 42.7 years and 43.7 years as of September 30, 2024 and December 31, 2023, respectively.
78
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 either (i) hold investments, including fixed maturity securities, consumer and other loans, renewable energy, transportation and real estate, or (ii) to conduct certain reinsurance activities with third party commitments.
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 September 30, 2024, KKR's commitments to these unconsolidated investment funds were $3.1 billion. KKR has not provided any financial support other than its obligated amount as of September 30, 2024. Additionally, Global Atlantic also has unfunded commitments of $25.8 million in relation to other investment partnership interests as of September 30, 2024.
As of September 30, 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
September 30, 2024
December 31, 2023
Investments
$
9,923,819
$
7,877,904
Due from (to) Affiliates, net
1,623,889
1,097,939
Maximum Exposure to Loss
$
11,547,708
$
8,975,843
Insurance
Other Investment Partnerships
$
761,013
$
169,265
Investment in Renewable Energy
44,762
55,485
Maximum Exposure to Loss
$
805,775
$
224,750
Total Maximum Exposure to Loss
$
12,353,483
$
9,200,593
79
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's Asset Management and Strategic Holdings debt obligations consisted of the following:
September 30, 2024
December 31, 2023
By remaining maturity at period end date
Financing Available
Principal
Carrying Value
Fair Value
Financing Available
Principal
Carrying Value
Fair Value
Revolving Credit Facilities: (1)
Under 1 Year
750,000
—
—
—
750,000
—
—
—
1-5 Years
3,468,644
—
—
—
2,236,492
—
—
—
After 5 Years
—
—
—
—
—
—
—
—
Subtotal
4,218,644
—
—
—
2,986,492
—
—
—
KKR USD Senior Notes: (2)(3)(6)(8)
Under 1 Year
—
—
—
—
—
—
—
—
1-5 Years
—
750,000
745,778
727,988
—
—
—
—
After 5 Years
—
4,250,000
4,164,904
3,649,462
—
5,000,000
4,890,919
4,181,595
Subtotal
—
5,000,000
4,910,682
4,377,450
—
5,000,000
4,890,919
4,181,595
KKR Yen Senior Notes: (2)(3)(6)
Under 1 Year
—
34,804
34,750
34,751
—
—
—
—
1-5 Years
—
909,091
905,522
904,937
—
610,552
608,047
606,447
After 5 Years
—
648,058
641,011
628,480
—
363,069
357,986
337,097
Subtotal
—
1,591,953
1,581,283
1,568,168
—
973,621
966,033
943,544
KKR Euro Senior Notes: (2)(3)(6)
Under 1 Year
—
—
—
—
—
—
—
—
1-5 Years
—
723,750
719,373
679,022
—
717,400
712,331
646,248
After 5 Years
—
—
—
—
—
—
—
—
Subtotal
—
723,750
719,373
679,022
—
717,400
712,331
646,248
KKR Subordinated Notes: (2)(3)(7)
Under 1 Year
—
—
—
—
—
—
—
—
1-5 Years
—
—
—
—
—
—
—
—
After 5 Years
—
500,000
487,022
407,800
—
500,000
486,755
377,400
Subtotal
—
500,000
487,022
407,800
—
500,000
486,755
377,400
KFN USD Senior Notes: (2)(3)(4)(9)
Under 1 Year
—
—
—
—
—
—
—
—
1-5 Years
—
—
—
—
—
—
—
—
After 5 Years
—
690,000
684,555
630,845
—
690,000
684,032
624,018
Subtotal
—
690,000
684,555
630,845
—
690,000
684,032
624,018
KFN Junior Subordinated Notes:(2)(4)(5)(9)
Under 1 Year
—
—
—
—
—
—
—
—
1-5 Years
—
—
—
—
—
—
—
—
After 5 Years
—
258,517
239,800
208,246
—
258,517
238,801
208,902
Subtotal
—
258,517
239,800
208,246
—
258,517
238,801
208,902
Total KKR & KFN Notes
4,218,644
8,764,220
8,622,715
7,871,531
2,986,492
8,139,538
7,978,871
6,981,707
Other Debt Obligations: (1)(8)
6,600,393
37,469,365
37,018,854
36,949,425
6,618,692
37,274,503
36,907,999
36,699,920
Total
10,819,037
46,233,585
45,641,569
44,820,956
9,605,184
45,414,041
44,886,870
43,681,627
80
(1)Financing available is reduced by the dollar amounts specified in any issued letters of credit.
(2)Carrying value 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.
(3)Interest rates of the notes are fixed and the weighted average interest rates are the following:
September 30, 2024
December 31, 2023
KKR USD Senior Notes
4.23%
4.23%
KKR Yen Senior Notes
1.67%
1.46%
KKR Euro Senior Notes
1.63%
1.63%
KKR Subordinated Notes
4.63%
4.63%
KFN USD Senior Notes
5.44%
5.44%
(4)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.
(5)Interest rates of the notes are floating and the weighted average interest rate is 8.0% and 8.1% and the weighted average years to maturity is 12.0 years and 12.8 years as of September 30, 2024 and December 31, 2023, respectively.
(6)The notes are classified as Level II within the fair value hierarchy and fair value is determined by third party broker quotes.
(7)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.
(8)As of September 30, 2024 and December 31, 2023, the principal value, carrying value and fair value reflects the elimination for the portion of applicable debt obligations that are held by Global Atlantic
(9)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.
Third Amended and Restated Credit Agreement
On July 3, 2024, KKR Group Partnership L.P. and Kohlberg Kravis Roberts & Co. L.P. (collectively, the “Borrowers”), entered into a Third Amended and Restated Credit Agreement (the “Corporate Credit Agreement”) by and among the Borrowers, the guarantors from time to time party thereto (together with the Borrowers, the “Loan Parties”), the lending institutions from time to time party thereto and HSBC Bank USA, National Association, as administrative agent (the “Administrative Agent”), which amends and restates in its entirety the Second Amended and Restated Credit Agreement, dated as of August 4, 2021 (as amended by the First Amendment and Lender Joiner Agreement, dated as of September 2, 2022), by and among the Loan Parties, the lending institutions from time to time party thereto and the Administrative Agent.
The Corporate Credit Agreement provides the Borrowers with a senior unsecured multicurrency revolving credit facility (the “Corporate Credit Facility”) in an aggregate principal amount of $2.75 billion, as of July 3, 2024, with the option to request an increase in the facility amount of up to an additional $750 million, for an aggregate principal amount of $3.50 billion, subject to certain conditions. The Corporate Credit Facility is a five-year facility, scheduled to mature on July 3, 2029, with the Borrowers’ option to extend the maturity date, subject to the consent of the applicable lenders, and the Borrowers may prepay, terminate or reduce the commitments under the Corporate Credit Facility at any time without penalty. Borrowings under the Corporate Credit Facility are available for general corporate purposes and available in U.S. dollars and other currencies. Interest on borrowings in U.S. dollars under the Corporate Credit Facility will be based on either term Secured Overnight Financing Rate (SOFR) or alternate base rate, with the applicable margin per annum based on a corporate ratings-based grid. The Borrowers have agreed to pay a facility fee on the total commitments at a rate per annum also based on a corporate ratings-based grid. Borrowings under the Corporate Credit Facility are guaranteed by KKR & Co. Inc. and any entity (other than the Borrowers) that guarantees certain specified senior notes of KKR & Co. Inc.’s financing subsidiaries.
Certain other terms of the Corporate Credit Agreement include: (i) financial covenants that require KKR & Co. Inc. and its subsidiaries to maintain a maximum leverage ratio (excluding the indebtedness of KKR Financial Holdings LLC and The Global Atlantic Financial Group LLC and their respective subsidiaries) of not greater than 4.0x covenant EBITDA and to maintain at least $150 billion in fee paying assets under management; (ii) customary affirmative covenants and certain negative covenants, including a limitation on the ability of the Borrowers and the guarantors to, among other things, pledge the stock of their subsidiaries; and (iii) customary events of default, upon the occurrence of which the lenders will have the ability to accelerate all outstanding loans thereunder and terminate the commitments.
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KKR Group Finance Co. XI LLC May 2024 Notes Offering
On May 30, 2024, KKR Group Finance Co. XI LLC, an indirect subsidiary of KKR & Co. Inc., completed the offering of (i) ¥44,600,000,000 aggregate principal amount of its 1.559% Senior Notes due 2029 (the “2029 Notes”), (ii) ¥1,000,000,000 aggregate principal amount of its 1.762% Senior Notes due 2031 (the “2031 Notes”), (iii) ¥26,200,000,000 aggregate principal amount of its 2.083% Senior Notes due 2034 (the “2034 Notes”), (iv) ¥10,000,000,000 aggregate principal amount of its 2.719% Senior Notes due 2044 (the “2044 Notes”) and (v) ¥9,600,000,000 aggregate principal amount of its 3.008% Senior Notes due 2054 (the “2054 Notes” and, together with the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2044 Notes, the “Yen Notes”). The Yen Notes are guaranteed by KKR & Co. Inc. and KKR Group Partnership L.P.
Interest on the Yen Notes accrues from May 30, 2024 and is payable semi-annually in arrears on May 30 and November 30 of each year, commencing on November 30, 2024 and ending on the applicable maturity date unless earlier redeemed. The Yen Notes are unsecured and unsubordinated obligations of KKR Group Finance Co. XI LLC. The Yen Notes are fully and unconditionally guaranteed, jointly and severally, by each of the guarantors. The guarantees are unsecured and unsubordinated obligations of the guarantors.
The Yen Notes were issued pursuant to an indenture dated as of April 26, 2022, among KKR Group Finance Co. XI LLC, KKR Group Co. Inc. (formerly known as KKR & Co. Inc.), KKR Group Partnership and The Bank of New York Mellon Trust Company, N.A., as trustee (as supplemented, the “Indenture”). The Indenture includes covenants, including limitations on KKR Group Finance Co. XI LLC’s and the guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or convey all or substantially all of their assets. The Indenture also provides for events of default and further provides that the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Yen Notes may declare the Yen Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Yen Notes and any accrued and unpaid interest on the Yen Notes automatically become due and payable. If a change of control repurchase event occurs, the Yen Notes are subject to repurchase by KKR Group Finance Co. XI LLC at a repurchase price in cash equal to 101% of the aggregate principal amount of the Yen Notes repurchased plus any accrued and unpaid interest on the Yen Notes repurchased to, but not including, the date of repurchase.
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.
82
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.
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
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.
As of September 30, 2024, other debt obligations consisted of the following:
Financing Available
Principal
Carrying Value
Fair Value
Weighted Average Interest Rate
Weighted Average Remaining Maturity in Years
Financing Facilities of Consolidated Funds and Other (1)
$
6,600,393
$
10,849,643
$
10,829,756
$
10,760,327
6.2%
4.4
Debt Obligations of Consolidated CFEs
—
26,619,722
26,189,098
26,189,098
(2)
10.0
$
6,600,393
$
37,469,365
$
37,018,854
$
36,949,425
(1)Includes borrowings collateralized by fund investments, fund co-investments and other assets held by levered investment vehicles of $2.8 billion.
(2)The senior notes of the consolidated CFEs had a weighted average interest rate of 6.7%. 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.
83
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 September 30, 2024, the fair value of the consolidated CLO assets was $28.8 billion. This collateral consisted of Cash and Cash Equivalents, Investments, and Other Assets.
Global Atlantic's debt obligations consisted of the following:
September 30, 2024
December 31, 2023
By remaining maturity at period end date
Financing Available
Principal
Carrying Value(1)
Fair Value(2)
Financing Available
Principal
Carrying Value(1)
Fair Value(2)
Revolving Credit Facilities:
Under 1 Year
—
—
—
—
—
—
—
—
1-5 Years
1,000,000
—
—
—
800,000
200,000
200,000
200,000
After 5 Years
—
—
—
—
—
—
—
—
Subtotal
1,000,000
—
—
—
800,000
200,000
200,000
200,000
Senior Notes:(4)
Under 1 Year
—
—
—
—
—
—
—
—
1-5 Years
—
—
—
—
—
—
—
—
After 5 Years
—
2,550,000
2,449,420
2,594,710
—
1,800,000
1,648,467
1,715,155
Subtotal
—
2,550,000
2,449,420
2,594,710
—
1,800,000
1,648,467
1,715,155
Subordinated Notes:(4)
Under 1 Year
—
—
—
—
—
—
—
—
1-5 Years
—
—
—
—
—
—
—
—
After 5 Years
—
1,350,000
1,329,498
1,345,980
—
750,000
739,390
643,575
Subtotal
—
1,350,000
1,329,498
1,345,980
—
750,000
739,390
643,575
Debt Obligations of Consolidated Special Purpose Vehicles(3)
307,700
32,300
32,300
32,300
—
—
—
—
Total
1,307,700
3,932,300
3,811,218
3,972,990
800,000
2,750,000
2,587,857
2,558,730
(1)Carrying value of debt as of September 30, 2024 and December 31, 2023, includes purchase accounting adjustments of $35.8 million and $40.2 million, respectively, net debt issuance costs of $(58.6) million and $(36.5) million, respectively, and cumulative fair value loss on hedged debt obligations of $(98.3) million and $(165.8) million, respectively. The amortization of the purchase accounting adjustments was $1.8 million and $0.8 millionfor the three months ended September 30, 2024 and 2023, respectively, and $4.3 million and $2.3 million for the nine months ended September 30, 2024 and 2023, respectively.
(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.
(3)These debt obligations primarily include debt obligations of consolidated sponsored reinsurance vehicles that are not guaranteed by KKR or Global Atlantic.
(4)Interest rates of the notes are fixed and the weighted average interest rates are the following:
September 30, 2024
December 31, 2023
Senior Notes
5.67%
5.22%
Subordinated Notes
6.14%
4.70%
Senior Notes Due2054
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 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
84
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 Subordinated Notes Due 2054
On June 11 2024, GA FinCo issued $600 million of 7.950% fixed-to-fixed rate subordinated debentures maturing on October 15, 2054 (the “GA 2054 Subordinated Debentures.”) The GA 2054 Subordinated Debentures were issued pursuant to the Subordinated Indenture, dated as of July 6, 2021 among GA FinCo, as issuer, GALD, as guarantor, and U.S. Bank National Association, as trustee, as supplemented by the Second Supplemental Indenture thereto, dated as of June 11, 2024.
The GA 2054 Subordinated Debentures will bear interest (i) from, and including, June 11, 2024 to, but not including, the initial interest reset date of October 15, 2029 at an annual rate of 7.95% and (ii) from and including October 15, 2029, during each interest reset period, at an annual rate equal to the five-year Treasury rate as of the most recent reset interest determination date, plus 3.608%. Interest on the GA 2054 Subordinated Debentures is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2024, and on the maturity date.
GA FinCo has the right on one or more occasions to defer the payment of interest on the GA 2054 Subordinated Debentures for up to five consecutive years. During an optional deferral period, interest will continue to accrue at the interest rate on the GA 2054 Subordinated Debentures, compounded semi-annually as of each interest payment date.
If GA FinCo has exercised its right to defer interest payments on the GA 2054 Subordinated Debentures, GA FinCo and GALD generally may not (1) make payments on or redeem or purchase (A) GA FinCo or GALD common stock, or (B) with respect to GA FinCo, any indebtedness ranking on parity with or junior to the GA 2054 Subordinated Debentures, and with respect to GALD, any indebtedness ranking on parity with or junior to the guarantee or (2) make any guarantee payments with respect to any guarantee by GA FinCo or GALD of any securities or any of their respective subsidiaries if such guarantee ranks equally with or junior to the GA 2054 Subordinated Debentures.
GA FinCo may elect to redeem the GA 2054 Subordinated Debentures either (1) in whole at any time or in part from time to time during the three-month period prior to, and including, October 15, 2029, or the three month period prior to, and including, each subsequent interest reset date, in each case at 100% of the principal amount of the GA 2054 Subordinated Debentures being redeemed, plus accrued and unpaid interest (including compounded interest, if any) to, but excluding, the redemption date; (2) in whole, but not in part, at any time within 90 days after the occurrence of a tax event at 100% of the principal amount of the GA 2054 Subordinated Debentures being redeemed, plus accrued and unpaid interest (including compounded interest, if any) to, but excluding, the redemption date; (3) in whole, but not in part, at any time within 90 days after the occurrence of a rating agency event at 102% of the principal amount of the GA 2054 Subordinated Debentures being redeemed, plus accrued and unpaid interest (including compounded interest, if any) to, but excluding, the redemption date; or (4) in whole, but not in part, at any time within 90 days after the occurrence of a regulatory capital event at 100% of the principal amount of the GA 2054 Subordinated Debentures being redeemed, plus accrued and unpaid interest (including compounded interest, if any) to, but excluding, the redemption date.
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.
85
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 September 30, 2024. KKR (including Global Atlantic) was in compliance with such debt covenants in all material respects as of September 30, 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 September 30, 2024 and December 31, 2023:
September 30, 2024
December 31, 2023
Policyholders’ Account Balances
$
135,579,783
$
125,187,354
Liability for Future Policy Benefits
28,106,885
17,823,750
Additional Liability for Annuitization, Death, or Other Insurance Benefits
7,419,341
7,129,785
Market Risk Benefit Liability
1,115,874
1,120,968
Other Policy-related Liabilities(1)
11,828,527
8,796,414
Total Policy Liabilities
$
184,050,410
$
160,058,271
(1)Other policy-related liabilities as of September 30, 2024 and December 31, 2023 primarily consist of embedded derivatives associated with contractholder deposit funds ($5.8 billion and $4.0 billion, respectively), cost-of-reinsurance liabilities ($3.1 billion and $1.8 billion, respectively), policy liabilities accounted under a fair value option (both $1.2 billion), negative VOBA ($789.2 million and $867.9 million, respectively) and outstanding claims ($290.2 million and $235.1 million, respectively).
Policyholders’ account balances
The following reflects the policyholders’ account balances roll-forward for the nine months ended September 30, 2024 and 2023, and the policyholders’ account balances weighted average interest rates, net amount at risk, and cash surrender value as of those dates:
Nine Months Ended September 30, 2024
Fixed Rate Annuities
Fixed Indexed Annuities
Interest Sensitive Life
Funding Agreements
Other(1)
Total
Balance as of Beginning of Period
$
56,762,736
$
30,168,445
$
21,969,053
$
7,015,998
$
9,271,122
$
125,187,354
Issuances and Premiums Received
13,924,032
6,120,454
1,712,807
1,773,969
1,523,900
25,055,162
Benefit Payments, Surrenders, and Withdrawals
(8,265,350)
(4,080,626)
(1,089,002)
(2,373,374)
(1,182,147)
(16,990,499)
Interest(2)
1,667,342
549,373
539,900
211,621
254,998
3,223,234
Other Activity(3)
(313,286)
80,432
(832,586)
95,765
74,207
(895,468)
Balance as of End of Period
$
63,775,474
$
32,838,078
$
22,300,172
$
6,723,979
$
9,942,080
$
135,579,783
Less: Reinsurance Recoverable
(11,675,265)
(3,103,296)
(7,555,530)
—
(3,644,612)
(25,978,703)
Balance as of End of Period, Net of Reinsurance Recoverable
$
52,100,209
$
29,734,782
$
14,744,642
$
6,723,979
$
6,297,468
$
109,601,080
Average Interest Rate
3.98
%
2.66
%
3.29
%
4.11
%
3.31
%
3.50
%
Net Amount at Risk, Gross of Reinsurance(4)
$
—
$
—
$
113,736,372
$
—
$
1,148,025
$
114,884,397
Cash Surrender Value(5)
$
48,733,309
$
32,359,977
$
14,005,363
$
—
$
4,506,174
$
99,604,823
(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.
86
Nine Months Ended September 30, 2023
Fixed Rate Annuities
Fixed Indexed Annuities
Interest Sensitive Life
Funding Agreements
Other(1)
Total
Balance as of Beginning of Period
$
48,510,703
$
29,123,926
$
17,398,883
$
7,535,489
$
9,712,883
$
112,281,884
Issuances and Premiums Received
7,719,059
3,720,623
576,427
200,000
313,270
12,529,379
Benefit Payments, Surrenders, and Withdrawals
(7,070,479)
(3,066,108)
(657,435)
(346,127)
(1,167,495)
(12,307,644)
Interest(2)
1,071,539
381,062
359,604
166,168
222,925
2,201,298
Other Activity(3)
(211,077)
(151,866)
(621,701)
41,007
143,141
(800,496)
Balance as of End of Period
$
50,019,745
$
30,007,637
$
17,055,778
$
7,596,537
$
9,224,724
$
113,904,421
Less: Reinsurance Recoverable
(7,060,751)
(3,202,249)
(3,458,434)
—
(2,932,309)
(16,653,743)
Balance as of End of Period, Net of Reinsurance Recoverable
$
42,958,994
$
26,805,388
$
13,597,344
$
7,596,537
$
6,292,415
$
97,250,678
Average Interest Rate
3.04
%
2.01
%
3.11
%
2.96
%
2.70
%
2.72
%
Net Amount at Risk, Gross of Reinsurance(4)
$
—
$
—
$
81,855,191
$
—
$
1,176,374
$
83,031,565
Cash Surrender Value(5)
$
40,146,309
$
28,002,031
$
12,637,209
$
—
$
4,733,449
$
85,518,998
(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.
The following table presents the account values by range of guaranteed minimum crediting rates and the related range of differences, 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 September 30, 2024
Account Values with Adjustable Crediting Rates Subject to Guaranteed Minimums:
Range of guaranteed minimum crediting rates:
At Guaranteed Minimum
1 - 49 bps Above Guaranteed Minimum
50 - 99 bps Above Guaranteed Minimum
100 - 150 bps Above Guaranteed Minimum
Greater Than 150 bps Above Guaranteed Minimum
Total
Less Than 1.00%
$
3,365,317
$
36,644
$
384,982
$
1,145,256
$
32,188,291
$
37,120,490
1.00% - 1.99%
1,312,708
793,703
839,310
1,899,975
10,548,229
15,393,925
2.00% - 2.99%
795,039
40,639
57,227
86,052
2,949,913
3,928,870
3.00% - 4.00%
10,539,375
1,583,309
492,946
1,221,043
1,663,767
15,500,440
Greater Than 4.00%
11,395,632
1,433,289
128,178
98,594
279,093
13,334,786
Total
$
27,408,071
$
3,887,584
$
1,902,643
$
4,450,920
$
47,629,293
$
85,278,511
Percentage of Total
32
%
5
%
2
%
5
%
56
%
100
%
As of December 31, 2023
Account Values with Adjustable Crediting Rates Subject to Guaranteed Minimums:
Range of guaranteed minimum crediting rates:
At Guaranteed Minimum
1 - 49 bps Above Guaranteed Minimum
50 - 99 bps Above Guaranteed Minimum
100 - 150 bps Above Guaranteed Minimum
Greater Than 150 bps Above Guaranteed Minimum
Total
Less Than 1.00%
$
2,706,701
$
25,839
$
660,189
$
3,546,450
$
25,940,436
$
32,879,615
1.00% - 1.99%
1,471,320
1,013,423
999,852
1,968,519
6,603,795
12,056,909
2.00% - 2.99%
896,276
44,850
55,874
109,411
1,310,234
2,416,645
3.00% - 4.00%
12,494,439
1,186,572
414,111
953,560
1,067,325
16,116,007
Greater Than 4.00%
12,095,647
1,385,538
138,112
117,561
298,493
14,035,351
Total
$
29,664,383
$
3,656,222
$
2,268,138
$
6,695,501
$
35,220,283
$
77,504,527
Percentage of Total
38
%
5
%
3
%
9
%
45
%
100
%
87
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 nine months ended September 30, 2024 and 2023:
Nine Months Ended
September 30, 2024
September 30, 2023
Payout Annuities(1)
Other(2)
Total
Payout Annuities(1)
Other(2)
Total
Present Value of Expected Net Premiums
Balance as of Beginning of Period
$
—
$
(208,370)
$
(208,370)
$
—
$
(255,401)
$
(255,401)
Balance at Original Discount Rate
$
—
$
(241,058)
$
(241,058)
$
—
$
(303,610)
$
(303,610)
Effect of Changes in Cash Flow Assumptions
—
—
—
—
43,842
43,842
Effect of Actual Variances from Expected Experience
—
(100,965)
(100,965)
—
1,980
1,980
Adjusted Beginning of Period Balance
—
(342,023)
(342,023)
—
(257,788)
(257,788)
Issuances
—
(1,178,303)
(1,178,303)
—
—
—
Interest
—
(32,446)
(32,446)
—
(3,347)
(3,347)
Net Premiums Collected
—
118,970
118,970
—
24,732
24,732
Flooring Impact
—
—
—
3
—
3
Ending Balance at Original Discount Rate
—
(1,433,802)
(1,433,802)
3
(236,403)
(236,400)
Effect of Changes in Discount Rate Assumptions
—
1,729
1,729
—
41,702
41,702
Balance as of End of Period
$
—
$
(1,432,073)
$
(1,432,073)
$
3
$
(194,701)
$
(194,698)
Present Value of Expected Future Policy Benefits
Balance as of Beginning of Period
$
17,427,353
$
604,767
$
18,032,120
$
14,021,514
$
679,807
$
14,701,321
Balance at Original Discount Rate
$
20,040,000
$
701,655
$
20,741,655
$
17,180,626
$
806,555
$
17,987,181
Effect of Changes in Cash Flow Assumptions
(28,430)
—
(28,430)
(1,563)
(46,438)
(48,001)
Effect of Actual Variances from Expected Experience
8,066
(36,177)
(28,111)
21,595
4,259
25,854
Adjusted Beginning of Period Balance
20,019,636
665,478
20,685,114
17,200,658
764,376
17,965,034
Issuances
2,885,218
8,910,288
11,795,506
1,971,968
354
1,972,322
Interest
467,604
231,123
698,727
311,936
7,079
319,015
Benefit Payments
(1,395,141)
(455,771)
(1,850,912)
(1,213,734)
(68,821)
(1,282,555)
Ending Balance at Original Discount Rate
21,977,317
9,351,118
31,328,435
18,270,828
702,988
18,973,816
Effect of Changes in Discount Rate Assumptions
(2,073,656)
284,179
(1,789,477)
(3,806,449)
(117,105)
(3,923,554)
Balance as of End of Period
19,903,661
9,635,297
29,538,958
14,464,379
585,883
15,050,262
Net Liability for Future Policy Benefits
19,903,661
8,203,224
28,106,885
14,464,382
391,182
14,855,564
Less: Reinsurance Recoverable(3)
(10,072,105)
(6,373,295)
(16,445,400)
(7,403,232)
(3,063)
(7,406,295)
Net Liability for Future Policy Benefits, Net of Reinsurance Recoverables
$
9,831,556
$
1,829,929
$
11,661,485
$
7,061,150
$
388,119
$
7,449,269
(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 $395.5 million and $(339.3) million for the nine months ended September 30, 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 nine months ended September 30, 2024 and 2023:
88
Gross Premiums
Nine Months Ended September 30,
2024
2023
Payout Annuities
$
3,113,638
$
2,194,414
Other
8,771,185
50,193
Total Products
$
11,884,823
$
2,244,607
The following table reflects the weighted-average duration and weighted-average interest rates of the future policy benefit liability as of September 30, 2024 and December 31, 2023:
As of September 30, 2024
Payout Annuities
Other
Weighted-Average Interest Rates, Original Discount Rate
3.74
%
4.86
%
Weighted-Average Interest Rates, Current Discount Rate
4.78
%
4.91
%
Weighted-Average Liability Duration (Years, Current Rates)
8.67
9.69
As of December 31, 2023
Payout Annuities
Other
Weighted-Average Interest Rates, Original Discount Rate
3.37
%
2.57
%
Weighted-Average Interest Rates, Current Discount Rate
4.95
%
4.95
%
Weighted-Average Liability Duration (Years, Current Rates)
8.58
9.03
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 September 30, 2024 and December 31, 2023:
Significant inputs, judgments and assumptions used in measuring future policyholder benefits
Significant policyholder behavior and other assumption inputs to the calculation of the liability for future policy benefits include discount rates, mortality and, for life insurance, lapse rates. Global Atlantic reviews its assumptions at least annually, and more frequently if necessary. Accordingly, as part of the annual assumption review conducted during the nine months ended September 30, 2024, mortality assumptions were revised for payout annuities, which resulted in a $28.4 million increase to net income before taxes.
89
For the nine months ended September 30, 2024 and 2023, Global Atlantic recognized $(463.9) million and $306.0 million in other comprehensive income (loss) (gross of the impact of reinsurance), respectively, due to changes in the future policy benefits estimate from updating discount rates. During the nine months ended September 30, 2024 and 2023, there were no changes to the methods used to determine the discount rates.
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 nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30,
2024
2023
Balance as of Beginning of Period
$
7,251,266
$
5,104,810
Effect of Changes in Cash Flow Assumptions
(7,760)
13,773
Effect of Changes in Experience
(30,523)
(26,485)
Adjusted Balance as of Beginning of Period
7,212,983
5,092,098
Issuances
17,695
20,054
Assessments
517,859
352,623
Benefits Paid
(383,297)
(292,067)
Interest
179,790
104,393
Balance as of End of Period
7,545,030
5,277,101
Less: Impact of Unrealized Investment Gains and Losses
125,689
138,587
Less: Reinsurance Recoverable, End of Period
1,540,118
—
Balance, End of Period, Net of Reinsurance Recoverable and Impact of Unrealized Investment Gains and Losses
$
5,879,223
$
5,138,514
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 nine months ended September 30, 2024 and 2023:
Gross Assessments
Nine Months Ended September 30,
2024
2023
Total Amount Recognized Within Revenue in the Consolidated Statements of Operations
$
530,138
$
342,419
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 September 30, 2024 and December 31, 2023:
As of
September 30, 2024
December 31, 2023
Weighted-Average Interest, Current Discount Rate
3.28
%
3.09
%
Weighted-Average Liability Duration (Years)
26.92
27.64
Significant inputs, judgments and assumptions used in measuring the additional liabilities for annuitization, death, or other insurance benefits
Significant policyholder behavior assumption inputs to the calculation of the additional liability for annuitization, death, or other insurance benefits include mortality, lapse rates, investment yields and interest margin. Global Atlantic reviews its assumptions at least annually, and more frequently if necessary. Accordingly, as part of the annual assumption review conducted during the nine months ended September 30, 2024, assumptions for lapse rates, investment yields, and interest margin were updated, which resulted in a $7.8 million decrease in the additional liability for annuitization, death, and other insurance benefits. During the nine months ended September 30, 2023, assumptions for lapse rates, investment yields, and option budget costs were updated, which resulted in a $13.8 million increase in the additional liability for annuitization, death, or other insurance benefits.
90
Market risk benefits
The following table presents the balances of, and changes in, market risk benefits:
Nine months ended
September 30, 2024
September 30, 2023
Fixed-indexed Annuity
Variable- and Other Annuities
Total
Fixed-indexed Annuity
Variable- and Other Annuities
Total
Balance as of Beginning of Period
$
868,268
$
252,683
$
1,120,951
$
548,536
$
120,322
$
668,858
Balance as of Beginning of Period, Before Impact of Changes in Instrument-specific Credit Risk
$
790,616
$
225,593
$
1,016,209
$
656,880
$
150,633
$
807,513
Issuances
38,762
(8)
38,754
847
(30)
817
Interest
32,306
7,800
40,106
29,734
6,548
36,282
Attributed Fees Collected
78,896
67,198
146,094
77,685
62,925
140,610
Benefit Payments
(5,279)
(5,301)
(10,580)
(2,781)
(1,102)
(3,883)
Effect of Changes in Interest Rates
(25,023)
(2,924)
(27,947)
(184,971)
(89,899)
(274,870)
Effect of Changes in Equity Markets
(28,621)
(75,864)
(104,485)
(8,098)
(16,848)
(24,946)
Effect of Actual Experience Different from Assumptions
23,108
(11,710)
11,398
138,788
(32,820)
105,968
Effect of Changes in Other Future Expected Assumptions
(126,523)
(2,145)
(128,668)
(93,298)
55,657
(37,641)
Balance as of End of Period Before Impact of Changes in Instrument-Specific Credit Risk
778,242
202,639
980,881
614,786
135,064
749,850
Effect of Changes in Instrument-specific Credit Risk
98,839
35,777
134,616
13,178
6,117
19,295
Balance as of End of Period
877,081
238,416
1,115,497
627,964
141,181
769,145
Less: Reinsurance Recoverable as of the End of the Period
—
(13,312)
(13,312)
—
(13,169)
(13,169)
Balance as of End of Period, Net of Reinsurance Recoverable
$
877,081
$
225,104
$
1,102,185
$
627,964
$
128,012
$
755,976
Net Amount at Risk
$
4,535,978
$
1,226,221
$
5,762,199
$
4,200,773
$
1,312,724
$
5,513,497
Weighted-average Attained Age of Contract holders (Years)
71
70
71
70
69
70
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 September 30, 2024, and December 31, 2023:
As of September 30, 2024
As of December 31, 2023
Asset
Liability
Net
Asset
Liability
Net
Fixed-indexed Annuities
$
377
$
877,458
$
(877,081)
$
—
$
868,268
$
(868,268)
Variable- and Other Annuities
—
238,416
(238,416)
17
252,700
(252,683)
Total
$
377
$
1,115,874
$
(1,115,497)
$
17
$
1,120,968
$
(1,120,951)
Significant inputs, judgments, and assumptions used in measuring market risk benefits
Significant policyholder behavior and other assumption inputs to the calculation of the market risk benefits include interest rates, instrument-specific credit risk, mortality rates, surrender rates, and utilization rates. Global Atlantic reviews its assumptions at least annually, and more frequently if evidence suggests. Accordingly, as part of the annual assumption review conducted during the nine months ended September 30, 2024, assumptions for fixed-indexed annuities mortality, surrenders, and utilization, and variable annuity activations were updated, which resulted in a $128.7 million increase to net income before taxes. During the nine months ended September 30, 2023, assumptions for fixed-indexed annuity surrender and partial withdrawals, and variable annuity surrender and activations were updated, which resulted in a $37.6 million increase to net income before taxes.
91
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:
September 30, 2024
September 30, 2023
Variable Annuities
Interest-Sensitive Life
Total
Variable Annuities
Interest-Sensitive Life
Total
Balance as of Beginning of Period
$
3,565,029
$
541,971
$
4,107,000
$
3,627,769
$
503,025
$
4,130,794
Premiums and Deposits
18,817
9,544
28,361
26,449
10,337
36,786
Surrenders, Withdrawals and Benefit Payments
(414,727)
(18,600)
(433,327)
(357,330)
(16,590)
(373,920)
Investment Performance
463,798
88,738
552,536
190,354
45,362
235,716
Other
(86,983)
(33,414)
(120,397)
(92,798)
(36,675)
(129,473)
Balance as of End of Period
$
3,545,934
$
588,239
$
4,134,173
$
3,394,444
$
505,459
$
3,899,903
Cash Surrender Value as of End of Period(1)
$
3,545,934
$
588,239
$
4,134,173
$
3,394,444
$
505,459
$
3,899,903
(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:
September 30, 2024
December 31, 2023
Asset Type:
Managed Volatility Equity/Fixed Income Blended Fund
$
2,045,045
$
2,131,149
Equity
1,720,114
1,596,467
Fixed Income
149,902
152,398
Money Market
218,490
226,387
Alternative
622
599
Total Assets Supporting Separate Account Liabilities
$
4,134,173
$
4,107,000
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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.
For the three months ended September 30, 2024 and 2023, the effective tax rates were 12.8% and 15.5%, respectively, and for the nine months ended September 30, 2024 and 2023, the effective tax rates were 16.5% and 19.5%, 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 September 30, 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 September 30, 2024.
During the nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 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.
On December 27, 2023, the Government of Bermuda enacted the Bermuda Corporate Income Tax (“Bermuda CIT”). Commencing on January 1, 2025, the Bermuda CIT generally will impose a 15% corporate income tax on in-scope entities that are resident in Bermuda or have a Bermuda permanent establishment, without regard to any assurances pursuant to the Exempted Undertakings Tax Protection Act 1966. Global Atlantic reviewed the potential impact and does not expect that the Bermuda CIT will have a material impact on income taxes for 2024.
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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 and nine months ended September 30, 2024 and 2023, respectively.
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Asset Management
$
149,575
$
119,603
$
453,505
$
354,808
Insurance
35,093
26,340
99,482
121,128
Total
$
184,668
$
145,943
$
552,987
$
475,936
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 Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan (the "2019 Equity Incentive Plan") became effective. Following the effectiveness of the 2019 Equity Incentive Plan, KKR no longer makes further grants under 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 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 September 30, 2024, 49,678,122 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 three 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 September 30, 2024, there was approximately $855 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.
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A summary of the status of unvested Service-Vesting Awards granted from January 1, 2024 through September 30, 2024 is presented below:
Shares (1)
Weighted Average Grant Date Fair Value
Balance, January 1, 2024
23,228,671
$
53.22
Granted
4,644,817
79.28
Vested
(5,470,039)
47.59
Forfeitures
(724,297)
58.15
Balance, September 30, 2024
21,679,152
$
60.06
(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 five 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
$30.62
$19.87 - $79.94
Closing KKR share price as of valuation date
$51.74
$37.93 - $98.62
Risk Free Rate
2.21%
0.41% - 4.41%
Volatility
30.04%
28.00% - 38.00%
Dividend Yield
1.27%
0.71% - 1.53%
Expected Cost of Equity
10.74%
9.13% - 11.80%
As of September 30, 2024, there was approximately $602 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 2.8 years.
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A summary of the status of unvested Market Condition Awards granted from January 1, 2024 through September 30, 2024 is presented below:
Shares (1)
Weighted Average Grant Date Fair Value
Balance, January 1, 2024
36,497,589
$
29.59
Granted
2,278,830
58.31
Vested
(231,064)
21.70
Forfeitures
(498,960)
30.79
Balance, September 30, 2024
38,046,395
$
31.34
(1)Unvested Market Condition Awards include restricted holdings units granted to Global Atlantic employees.
As of September 30, 2024, 34.2 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% of the Co-CEOs Awards are eligible to vest at each of the following KKR common stock prices targets: $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
$48.91
Closing KKR share price as of valuation date
$75.76
Risk Free Rate
1.42
%
Volatility
28.0
%
Dividend Yield
0.77
%
Expected Cost of Equity
9.36
%
As of September 30, 2024, there was approximately $326 million of total estimated unrecognized expense related to these unvested Co-CEO Awards, which is expected to be recognized ratably from October 1, 2024 to December 31, 2026. As of September 30, 2024, 9.0 million units of these Co-CEO awards have met their market price based vesting condition.
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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.
Due to the existence of the service requirement, the vesting period for the Market Condition 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 4% annually based upon expected turnover. The fair value of the awards granted are based on a Monte Carlo simulation valuation model.
97
20. RELATED PARTY TRANSACTIONS
Due from Affiliates consists of:
September 30, 2024
December 31, 2023
Amounts due from unconsolidated investment funds
$
1,713,504
$
1,229,308
Amounts due from portfolio companies
321,160
217,544
Due from Affiliates
$
2,034,664
$
1,446,852
Due to Affiliates consists of:
September 30, 2024
December 31, 2023
Amounts due to current and former employees under the tax receivable agreement
$
381,076
$
406,730
Amounts due to unconsolidated investment funds
89,615
131,369
Due to Affiliates
$
470,691
$
538,099
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21. SEGMENT REPORTING
KKR operates through three reportable segments which are presented below and reflect how its chief operating decision-makers allocate resources and assess performance:
•Asset Management - The asset management business offers a broad range of investment management services to investment funds, vehicles and accounts (including Global Atlantic and 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, and (iii) transaction-related and non-operating items, if any. Transaction-related and non-operating items arise from corporate actions and non-operating items, which consist of : (i) impairments, (ii) transaction costs from acquisitions, (iii) depreciation on real estate that KKR owns and occupies, (iv) contingent liabilities, net of any recoveries, and (v) other gains or charges that affect period-to-period comparability and are not reflective of KKR's ongoing operational performance. 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) lossesat 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.
99
•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 no longer is 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 includes 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 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.
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Segment Presentation
The following tables set forth information regarding KKR's segment results:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Asset Management
Management Fees (1)(2)
$
892,629
$
758,700
$
2,555,263
$
2,245,744
Transaction and Monitoring Fees, Net
467,145
124,014
842,087
456,421
Fee Related Performance Revenues
56,655
20,436
112,901
70,529
Fee Related Compensation
(247,875)
(203,209)
(614,294)
(623,987)
Other Operating Expenses
(167,881)
(142,416)
(471,146)
(440,295)
Fee Related Earnings
1,000,673
557,525
2,424,811
1,708,412
Realized Performance Income (3)
391,920
329,266
1,145,774
653,998
Realized Performance Income Compensation
(289,994)
(213,816)
(843,011)
(424,910)
Realized Investment Income (4)
151,546
216,727
424,845
529,583
Realized Investment Income Compensation
(22,732)
(34,679)
(63,725)
(81,576)
Asset Management Segment Earnings
$
1,231,413
$
855,023
$
3,088,694
$
2,385,507
Insurance
Net Investment Income (1) (4)
$
1,636,300
$
1,356,407
$
4,660,765
$
3,911,456
Net Cost of Insurance
(1,166,891)
(820,014)
(3,240,834)
(2,382,303)
General, Administrative and Other
(230,889)
(204,701)
(655,358)
(604,700)
Pre-tax Operating Earnings
238,520
331,692
764,573
924,453
Pre-tax Operating Earnings Attributable to Noncontrolling Interests
—
(121,665)
—
(339,090)
Insurance Operating Earnings
$
238,520
$
210,027
$
764,573
$
585,363
Strategic Holdings
Dividends, Net (2)
$
6,828
$
—
$
68,400
$
—
Strategic Holdings Operating Earnings
6,828
—
68,400
—
Net Realized Investment Income (3)
87,693
—
87,693
—
Strategic Holdings Segment Earnings
$
94,521
$
—
$
156,093
$
—
Total Segment Earnings
$
1,564,454
$
1,065,050
$
4,009,360
$
2,970,870
(1) Includes intersegment management fees of $144.9 million and $112.1 million between Asset Management and Insurance segments for the three months ended September 30, 2024 and 2023, respectively, and $384.4 million and $331.0 million for the nine months ended September 30, 2024 and 2023, respectively.
(2) Includes intersegment management fees of $8.2 million between the Asset Management and the Strategic Holdings segments for the three months ended September 30, 2024 and $23.9 million for the nine months ended September 30, 2024.
(3) Includes intersegment performances fees of $15.5 million between the Asset Management and the Strategic Holdings segments for the three and nine months ended September 30, 2024.
(4) Includes intersegment interest expense of $2.1 million and $49.7 million for the three months ended September 30, 2024 and 2023, respectively, and $7.4 million and $137.9 million for the nine months ended September 30, 2024 and 2023, respectively.
As of September 30,
2024
2023
Segment Assets:
Asset Management
$
27,264,016
$
26,522,206
Insurance
244,991,087
174,054,907
Strategic Holdings
7,290,413
6,482,608
Total Segment Assets
$
279,545,516
$
207,059,721
Three Months Ended September 30,
Nine Months Ended September 30,
Non-cash expenses excluded from Segment Earnings
2024
2023
2024
2023
Equity Based Compensation and Other
Asset Management
$
149,575
$
119,603
$
453,505
$
354,808
Insurance (1)
35,093
16,678
99,482
76,969
Total Non-cash expenses
$
184,668
$
136,281
$
552,987
$
431,777
(1)Amounts include the portion allocable to KKR & Co. Inc.
101
Reconciliations of Total Segment Amounts
The following tables reconcile Segment Revenues, Segment Earnings, and Segment Assets to their equivalent GAAP measure:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Total GAAP Revenues
$
4,791,696
$
3,315,481
$
18,620,344
$
10,069,481
Impact of Consolidation and Other
335,048
218,495
865,898
613,048
Asset Management Adjustments:
Capital Allocation-Based Income (Loss) (GAAP)
(1,163,424)
(1,009,645)
(3,164,491)
(2,155,560)
Realized Carried Interest
336,016
327,195
1,044,843
646,116
Realized Investment Income
151,546
216,727
424,845
529,583
Capstone Fees
(29,141)
(23,235)
(69,218)
(67,080)
Expense Reimbursements
(32,789)
(15,982)
(68,050)
(48,366)
Strategic Holdings Adjustments:
Realized Investment Income and Dividends
118,162
—
195,400
—
Insurance Adjustments:
Net Premiums
(621,218)
(220,212)
(7,593,534)
(1,320,265)
Policy Fees
(375,371)
(314,016)
(1,038,218)
(943,200)
Other Income
(60,162)
(42,341)
(180,436)
(119,357)
(Gains) Losses from Investments(1)
687,170
(75,064)
1,254,170
379,213
Non-operating Changes in Policy Liabilities and Derivatives
(446,817)
428,147
(393,825)
284,118
Total Segment Revenues (2)
$
3,690,716
$
2,805,550
$
9,897,728
$
7,867,731
(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 September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Income (Loss) Before Tax (GAAP)
$
1,644,564
$
2,819,190
$
4,217,820
$
4,678,638
Impact of Consolidation and Other
(823,034)
(883,896)
(1,161,554)
(1,036,007)
Interest Expense, Net
80,709
74,960
230,617
252,557
Asset Management Adjustments:
Unrealized (Gains) Losses
89,805
(445,477)
(385,448)
(561,064)
Unrealized Carried Interest
(850,638)
(616,963)
(1,987,597)
(1,255,117)
Unrealized Carried Interest Compensation
644,881
310,917
1,555,336
590,108
Transaction-related and Non-operating Items
90,716
8,038
153,699
22,037
Equity-based compensation
66,549
46,782
206,861
151,060
Equity-based compensation - Performance based
83,026
72,821
246,644
203,748
Strategic Holdings Adjustments:
Unrealized (Gains) Losses
(226,319)
(265,092)
(644,285)
(508,489)
Insurance Adjustments:(1)
(Gains) Losses from Investments(1)(2)
692,422
(33,337)
1,251,953
223,260
Non-operating Changes in Policy Liabilities and Derivatives(1)
12,589
(42,364)
192,917
121,590
Transaction-related and Non-operating Items(1)
19,679
—
19,679
3,199
Equity-based and Other Compensation(1)
35,093
16,678
99,482
76,969
Amortization of Acquired Intangibles(1)
4,412
2,793
13,236
8,381
Total Segment Earnings
$
1,564,454
$
1,065,050
$
4,009,360
$
2,970,870
(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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As of
September 30, 2024
September 30, 2023
Total GAAP Assets
$
360,655,876
$
288,732,956
Impact of Consolidation and Reclassifications
(76,399,555)
(84,135,828)
Carry Pool Reclassifications
(4,710,805)
2,462,593
Total Segment Assets
$
279,545,516
$
207,059,721
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 2019 Equity Incentive Plan 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 October 18, 2024, there was approximately $69 million remaining under the program. In April 2024, the share repurchase program was amended such that when the remaining available amount under the share repurchase program becomes $50 million or less, the total available amount under the share repurchase program will automatically add an additional $500 million to the then remaining available amount of $50 million or less.
The following table presents the shares of KKR & Co. Inc. common stock that have been repurchased or equity awards retired under the repurchase program:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Shares of common stock repurchased
—
308,808
—
5,395,162
Equity awards for common stock retired
696
—
924,559
604,281
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Change in KKR & Co. Inc.'s Ownership Interest
Vesting of restricted holdings units results in a change in ownership in KKR Group Partnership, 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 certain of Global Atlantic's consolidated entities.
The following table presents total noncontrolling interests:
Three Months Ended September 30,
2024
2023
Balance at the beginning of the period
$
35,565,377
$
40,429,454
Net Income (Loss) Attributable to Noncontrolling Interests
838,916
895,539
Other Comprehensive Income (Loss), net of tax
(10,477)
(503,289)
Equity-Based Compensation (Non Cash Contribution)
107,078
78,493
Change in KKR & Co. Inc.'s Ownership Interest
(54,299)
—
Capital Contributions
2,580,370
1,886,326
Capital Distributions
(2,729,479)
(1,822,724)
Changes in Consolidation
95,131
(195,271)
Balance at the end of the period
$
36,392,617
$
40,768,528
Nine Months Ended September 30,
2024
2023
Beginning of Period (as previously reported for the prior period)
$
34,904,791
$
35,778,000
Adoption of New Accounting Standard
—
632,858
Balance at the beginning of the period (as revised for the prior period)
34,904,791
36,410,858
Net Income (Loss) Attributable to Noncontrolling Interests
1,513,518
1,088,622
Other Comprehensive Income (Loss), net of tax
(15,315)
(213,251)
Compensation Modification - Issuance of Holdings III Units (See Note 19)
53,623
—
Equity-Based Compensation (Non Cash Contribution)
319,137
226,169
2024 GA Acquisition - Cash consideration (See Note 1)
(2,622,230)
—
2024 GA Acquisition - Issuance of Holdings III Units (See Note 1)
40,789
—
Change in KKR & Co. Inc.'s Ownership - 2024 GA Acquisition
2,169,300
—
Change in KKR & Co. Inc.'s Ownership Interest
(342,811)
(113,121)
Capital Contributions
5,976,650
9,290,719
Capital Distributions
(6,767,940)
(5,560,590)
Changes in Consolidation
1,163,105
(360,878)
Balance at the end of the period
$
36,392,617
$
40,768,528
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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) During the quarter, Global Atlantic acquired the remaining outstanding redeemable noncontrolling interests in certain renewable energy entities. Global Atlantic had redeemable noncontrolling interests related to a renewable energy entity of approximately $47.8 million as of December 31, 2023, as determined by the hypothetical liquidation at book value ("HLBV") method.
The following table presents the calculation of Redeemable Noncontrolling Interests:
Three Months Ended September 30,
2024
2023
Balance at the beginning of the period
$
1,291,487
$
183,413
Net Income (Loss) Attributable to Redeemable Noncontrolling Interests
(4,798)
(3,685)
Capital Contributions
47,409
242,359
Capital Distributions
(10,027)
(213)
Change in KKR & Co. Inc.'s Ownership Interest
(1,763)
—
Balance at the end of the period
$
1,322,308
$
421,874
Nine Months Ended September 30,
2024
2023
Balance at the beginning of the period
$
615,427
$
152,065
Net Income (Loss) Attributable to Redeemable Noncontrolling Interests
57,546
(12,728)
Capital Contributions
671,530
312,356
Capital Distributions
(20,432)
(1,998)
Change in KKR & Co. Inc.'s Ownership Interest
(1,763)
—
Changes in Consolidation
—
(27,821)
Balance at the end of the period
$
1,322,308
$
421,874
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24. COMMITMENTS AND CONTINGENCIES
Funding Commitments and Others
As of September 30, 2024, KKR had unfunded commitments consisting of $8.2 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 $67.5 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 September 30, 2024, these commitments amounted to $0.2 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. 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 September 30, 2024 have been reduced to reflect the amount to be funded by such third parties. As of September 30, 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 September 30, 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 $22.1 million for current expected credit losses as of September 30, 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.
Global Atlantic has certain contingent funding obligations related to development-stage renewable energy projects in the amount of $329.7 million, as of September 30, 2024, with expiration dates occurring between November 2024 and September 2027. For accounting purposes, these contingent funding obligations are considered guarantees of the obligations of the development-stage renewable energy projects. Global Atlantic monitors the likelihood of these funding obligations being drawn upon.
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.
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As of September 30, 2024, approximately $569 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 September 30, 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 $230 million of that amount from Associates Holdings, which is not a KKR subsidiary. As of September 30, 2024, Associates Holdings had access to cash reserves sufficient to reimburse the full $230 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 $4.3 billion, and KKR would be entitled to seek reimbursement of approximately $1.8 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.
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).
In addition, KKR has agreed to tender to one of its consolidated investment vehicles up to a fixed number of shares that KKR owns in it if the net asset value of such shares is less than an agreed upon value on June 1, 2027.
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.
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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 September 30, 2024, the present value of the remaining amount to be paid is $48.9 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.
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. These motions were denied, and the trial court consolidated the 2020 AG Action with the 2024 AG Action. On June 17, 2024, KKR & Co. Inc., Messrs. Kravis and Roberts and other defendants filed new motions to dismiss the consolidated 2020 AG Action and 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
108
the Second Tier 3 Action filed by KKR & Co. Inc. and Messrs. Kravis and Roberts. On July 3, 2024, KKR & Co. Inc., Messrs. Kravis and Roberts and other defendants filed a writ of prohibition asking the Kentucky Court of Appeals to order the trial court to dismiss the Second Tier 3 Action. The Second Tier 3 Action is stayed pending the outcome of this petition.
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. On August 14, 2024, the Kentucky Supreme Court granted discretionary review in the Kentucky AG’s declaratory judgment case of both personal jurisdiction over KKR & Co. Inc. and the enforceability and constitutionality of the indemnification provisions.
KKR intends to continue to vigorously defend against these claims against KKR and Messrs. Kravis and Roberts.
Shareholder Derivative Litigation
On July 30, 2024, a shareholder derivative complaint was filed in Delaware Chancery Court and was subsequently amended on August 7, 2024. The amended complaint claims, among other matters, that the Co-Founders and various current and former executive officers and directors of KKR & Co. Inc. breached fiduciary duties and wasted corporate assets in connection with transactions contemplated by the Reorganization Agreement pursuant to which, among other things, the Co-Founders, certain current and former executive officers, and other senior executives of KKR received common stock from KKR. The suit seeks to recover on behalf of KKR & Co. Inc. a cancellation of shares issued in the reorganization, monetary damages, injunctive relief, restitution, and other remedies. KKR & Co. Inc. intends to move to dismiss the amended complaint.
Regulatory Matters
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 (“HSR”) for certain transactions in 2021 and 2022. KKR has been cooperating with the DOJ in connection with these investigations and has been engaged in discussions with the DOJ about a possible resolution of these investigations. There can be no assurance that a settlement will be reached. If a settlement were to be reached regarding the civil and criminal investigations, the terms of such settlement would be expected to require KKR to make certain admissions about the completeness and accuracy of certain prior HSR filings and related HSR filing process, agree to certain remedial measures including a third-party monitor for its HSR compliance program, and pay significant monetary penalties. In the absence of a settlement, the DOJ may initiate one or more civil or criminal proceedings or take other actions against KKR, its employees or portfolio companies, which could include further antitrust investigations into past HSR filings or transactions or filing a complaint. There can be no certainty as to the possible outcome of any such proceedings or other actions, any of which could result in a range of adverse financial and non‐financial consequences to KKR. In addition, KKR is currently subject to other investigations by the Antitrust Division of the DOJ related to antitrust matters, including restrictions on interlocking directorates under Section 8 of the Clayton Act. KKR is currently cooperating with the DOJ in connection with these other investigations. 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.
109
KKR is continuing to cooperate with the SEC in connection with this investigation and is currently engaged in discussions with the SEC about a potential resolution of this investigation, but there can be no assurance that these discussions will result in a resolution.
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.
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 $3.2 million and $5.1 million for the three months ended September 30, 2024 and 2023, respectively, and $13.3 million and $15.2 million for the nine months ended September 30, 2024 and 2023, respectively, and are included in insurance expenses in the consolidated statements of operations. As of September 30, 2024 and December 31, 2023, the total capacity of the financing arrangements with third parties was $2.4 billion and $2.3 billion, respectively.
Other than the matters disclosed above, there were no outstanding or unpaid balances from the financing arrangements with unaffiliated third parties as of both September 30, 2024 and December 31, 2023.
25. SUBSEQUENT EVENTS
Common Stock Dividend
A dividend of $0.175 per share of common stock of KKR & Co. Inc. has been declared and was announced on October 24, 2024. This dividend will be paid on November 19, 2024 to common stockholders of record as of the close of business on November 4, 2024.
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 765 private equity investments in portfolio companies with a total transaction value in excess of $735 billion as of September 30, 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 September 30, 2024, Global Atlantic served over three million policyholders.
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 September 30, 2024, our Private Equity business line had $190.2 billion of AUM, consisting of $134.7 billion in traditional private equity, $37.0 billion in core private equity and $18.5 billion in growth equity, which includes $4.6 billion of impact investments.
The table below presents information as of September 30, 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 September 30, 2024.
(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.
(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 accrue. For funds that initially charge management fees on the basis of committed capital, the end date is generally the date on or after which the management fees begin to be calculated instead on the basis of invested capital and may, for certain funds, begin to be calculated using a lower rate.
(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 September 30, 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.
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 September 30, 2024, our Real Assets business line had $162.8 billion of AUM, consisting of $79.6 billion in real estate (of which $41.9 billion is real estate credit and $37.7 billion is real estate equity), $77.5 billion in infrastructure, $4.1 billion in energy, and $1.6 billion of unallocated commitments from a strategic investment partnership.
The table below presents information as of September 30, 2024, relating to our current real asset and other vehicles reported in our Real Assets business line for which we have the ability to earn carried interest. This data does not reflect acquisitions or disposals of investments, changes in investment values, or distributions occurring after September 30, 2024.
Investment Period
Amount ($ 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 V
7/2024
7/2030
$
10,314
$
10,314
$
—
$
—
$
—
$
—
$
—
Global Infrastructure Investors IV
8/2021
6/2024
16,603
5,434
11,540
371
11,283
14,290
505
Global Infrastructure Investors III
7/2018
6/2021
7,168
991
6,529
3,508
4,692
6,845
321
Global Infrastructure Investors II
12/2014
6/2018
3,040
130
3,166
5,415
711
1,221
50
Global Infrastructure Investors
9/2010
10/2014
1,040
—
1,050
2,228
—
—
—
Asia Pacific Infrastructure Investors II
9/2022
9/2028
6,348
4,545
1,836
33
1,759
2,172
54
Asia Pacific Infrastructure Investors
1/2020
9/2022
3,792
602
3,475
1,209
2,689
3,442
196
Diversified Core Infrastructure Fund
12/2020
(5)
10,723
1,795
9,055
852
8,978
9,776
—
Global Climate Fund(6)
7/2024
7/2030
2,257
2,257
—
—
—
—
—
Real Estate Partners Americas IV
(7)
(8)
1,928
1,928
—
—
—
—
—
Real Estate Partners Americas III
1/2021
9/2024
4,253
1,051
3,415
319
3,189
3,282
—
Real Estate Partners Americas II
5/2017
12/2020
1,921
235
1,970
2,767
427
374
3
Real Estate Partners Americas
5/2013
5/2017
1,229
135
1,024
1,438
16
7
(4)
Real Estate Partners Europe II
3/2020
12/2023
2,063
372
1,896
431
1,585
1,602
—
Real Estate Partners Europe
8/2015
12/2019
708
98
690
777
201
202
(10)
Asia Real Estate Partners
7/2019
7/2023
1,682
391
1,321
207
1,209
1,328
—
Property Partners Americas
12/2019
(5)
2,571
48
2,523
159
2,523
2,179
—
Real Estate Credit Opportunity Partners II
8/2019
6/2023
950
—
976
322
976
916
21
Real Estate Credit Opportunity Partners
2/2017
4/2019
1,130
122
1,008
572
1,008
1,001
4
Energy Related Vehicles
Various
Various
4,385
62
4,195
1,975
1,171
1,718
47
Co-Investment Vehicles and Other
Various
Various
10,728
2,922
7,844
1,811
7,429
7,697
25
Unallocated Commitments(9)
N/A
N/A
1,668
1,668
—
—
—
—
—
Total Real Assets
$
96,501
$
35,100
$
63,513
$
24,394
$
49,846
$
58,052
$
1,212
(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.
(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 accrue. For funds that initially charge management fees on the basis of committed capital, the end date is generally the date on or after which the management fees begin to be calculated instead on the basis of invested capital and may, for certain funds, begin to be calculated using a lower rate.
(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 September 30, 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.
(6)Includes another climate strategy vehicle with different fund terms and whose investment period has not yet begun as of September 30, 2024. This vehicle's investment period start date and end date will be determined based upon the date of the close of its first investment.
(7)Upon the date of the close of the first investment.
(8)Four years after the start of the investment period.
(9)"Unallocated Commitments" represent commitments received from our strategic investor partnerships that have yet to be allocated to a particular investment strategy.
Private Equity and Real Asset Performance
The table below presents information as of September 30, 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 September 30, 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.
Next Generation Technology Growth Fund III (2022) (3)
2,740
502
—
585
585
—
—
—
Ascendant Fund (2022) (3)
4,328
—
—
—
—
—
—
—
Global Infrastructure Investors V (2024) (3)
10,314
—
—
—
—
—
—
—
Global Climate Fund (2024) (3)
2,257
—
—
—
—
—
—
—
Real Estate Partners Americas IV (2024) (3)
1,928
—
—
—
—
—
—
—
Subtotal - Included Funds
245,506
180,572
174,424
149,415
323,839
16.1
%
12.4
%
1.8
All Funds
$
261,981
$
197,047
$
224,693
$
149,415
$
374,108
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 September 30, 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 September 30, 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.
(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 September 30, 2024, our Credit and Liquid Strategies business line had $271.4 billion of AUM, comprised of $128.6 billion of assets managed in our leveraged credit strategies, $105.8 billion of assets managed in our private credit strategy, $7.9 billion of assets managed in our strategic investments group (“SIG”) strategy, and $29.1 billion of assets managed through our hedge fund platform. We manage $140.4 billion of credit investments for our Global Atlantic insurance companies. Our BDCs have approximately $15.5 billion in assets under management, which is reflected in the AUM of our 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.
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 September 30, 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 September 30, 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
$
2,361
$
1,278
$
1,083
$
37
$
1,082
$
1,217
$
18
Dislocation Opportunities Fund
8/2019
11/2021
2,967
402
2,565
1,642
1,459
1,676
81
Special Situations Fund II
2/2015
3/2019
3,525
284
3,241
2,440
939
936
—
Special Situations Fund
1/2013
1/2016
2,274
1
2,273
1,899
337
177
—
Mezzanine Partners
7/2010
3/2015
1,023
33
990
1,166
184
37
(20)
Asset-Based Finance Partners II
3/2024
3/2028
2,833
2,833
—
—
—
—
—
Asset-Based Finance Partners
10/2020
7/2025
2,059
893
1,166
163
1,166
1,316
45
Private Credit Opportunities Partners II
12/2015
12/2020
2,245
347
1,898
910
1,233
1,206
—
Lending Partners IV
3/2022
9/2026
1,150
518
632
86
633
673
8
Lending Partners III
4/2017
11/2021
1,498
540
958
894
701
674
45
Lending Partners II
6/2014
6/2017
1,336
157
1,179
1,198
151
92
—
Lending Partners
12/2011
12/2014
460
40
420
458
23
12
—
Lending Partners Europe II
5/2019
9/2023
837
210
627
452
401
433
8
Lending Partners Europe
3/2015
3/2019
848
184
662
470
184
194
—
Asia Credit
1/2021
5/2025
1,084
493
591
45
591
706
21
Other Alternative Credit Vehicles
Various
Various
14,949
6,460
8,900
6,535
4,689
5,428
18
Total Credit and Liquid Strategies
$
41,449
$
14,673
$
27,185
$
18,395
$
13,773
$
14,777
$
224
(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.
(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 accrue. For funds that initially charge management fees on the basis of committed capital, the end date is generally the date on or after which the management fees begin to be calculated instead on the basis of invested capital and may, for certain funds, begin to be calculated using a lower rate.
(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 September 30, 2024.
(4)The remaining cost represents the initial investment of the general partner and limited partners, reduced for returns of capital.
The following table presents information regarding larger leveraged credit strategies managed by KKR from inception to September 30, 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
7.19
%
6.50
%
50% S&P/LSTA Loan Index, 50% BoAML HY Master II Index (2)
5.82%
Opportunistic Credit (3)
May 2008
10.72
%
9.16
%
50% S&P/LSTA Loan Index, 50% BoAML HY Master II Index (3)
6.01%
Bank Loans
Apr 2011
5.84
%
5.27
%
S&P/LSTA Loan Index (4)
4.78%
High-Yield
Apr 2011
6.27
%
5.69
%
BoAML HY Master II Index (5)
5.63%
European Leveraged Loans (6)
Sep 2009
4.90
%
4.38
%
CS Inst West European Leveraged Loan Index (7)
3.94%
European Credit Opportunities (6)
Sept 2007
6.94
%
5.72
%
S&P European Leveraged Loans (All Loans) (8)
4.45%
(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.
The following table presents information regarding our alternative credit investment funds where investors have capital commitments from inception to September 30, 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
$
2,361
$
1,083
$
37
$
1,217
$
1,254
25.8
%
18.5
%
1.2
Dislocation Opportunities Fund
Aug 2019
2,967
2,565
1,642
1,676
3,318
11.9
%
9.5
%
1.3
Special Situations Fund II
Feb 2015
3,525
3,241
2,440
936
3,376
1.0
%
(0.9)
%
1.0
Special Situations Fund
Jan 2013
2,274
2,273
1,899
177
2,076
(2.7)
%
(4.5)
%
0.9
Mezzanine Partners
July 2010
1,023
990
1,166
37
1,203
7.2
%
3.6
%
1.2
Asset-Based Finance Partners II
Mar 2024
2,833
—
—
—
—
N/A
N/A
N/A
Asset-Based Finance Partners
Oct 2020
2,059
1,166
163
1,316
1,479
16.2
%
12.0
%
1.3
Private Credit Opportunities Partners II
Dec 2015
2,245
1,898
910
1,206
2,116
2.9
%
1.2
%
1.1
Lending Partners IV
Mar 2022
1,150
632
86
673
759
23.8
%
19.1
%
1.2
Lending Partners III
Apr 2017
1,498
958
894
674
1,568
14.8
%
12.1
%
1.6
Lending Partners II
Jun 2014
1,336
1,179
1,198
92
1,290
3.1
%
1.6
%
1.1
Lending Partners
Dec 2011
460
420
458
12
470
3.5
%
2.6
%
1.1
Lending Partners Europe II
May 2019
837
627
452
433
885
17.2
%
13.5
%
1.4
Lending Partners Europe
Mar 2015
848
662
470
194
664
(0.2)
%
(2.2)
%
1.0
Asia Credit
Jan 2021
1,084
591
45
706
751
16.4
%
12.2
%
1.3
Other Alternative Credit Vehicles
Various
14,949
8,900
6,535
5,428
11,963
N/A
N/A
N/A
All Funds
$
41,449
$
27,185
$
18,395
$
14,777
$
33,172
(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.
The table below presents information as of September 30, 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)
$
100,070
$
96,886
0.15% - 1.30%
Various (2)
Various (2)
Subject to redemptions
CLOs
28,675
28,675
0.40% - 0.50%
Various (2)
Various (2)
10-14 Years (3)
Total Leveraged Credit
128,745
125,561
Alternative Credit: (4)
Private Credit (1)
90,054
75,105
0.25% - 1.50% (5)
10.00 - 20.00%
5.00 - 8.00%
8-15 Years (3)
SIG
7,993
3,986
0.50% - 1.75%
10.00 - 20.00%
7.00 - 12.00%
7-15 Years (3)
Total Alternative Credit
98,047
79,091
Hedge Funds (6)
29,134
29,134
0.50% - 2.00%
Various (2)
Various (2)
Subject to redemptions
BDCs (7)
15,511
15,511
0.60% - 0.75%
8.75% - 10.00%
7.00%
Indefinite
Total
$
271,437
$
249,297
(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.
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"), 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, and KKR Capital Markets Asia Limited II, which is a Hong Kong licensed broker dealer licensed by the Securities and Futures Commission in Hong Kong to carry on dealing in, and advising on, securities.
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.
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. Starting with the first quarter of 2024 , 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 September 30, 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.
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 September 30, 2024, Global Atlantic served over three million policyholders.
Global Atlantic also sponsors co-investment vehicles (the "sponsored reinsurance 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 vehicles provide third-party capital to support reinsurance transactions and generally do not get consolidated into our financial statements. As of September 30, 2024, third parties have committed capital to the sponsored reinsurance vehicles of approximately $3.5 billion, of which $2.9 billion has been deployed.
The following table represents Global Atlantic’s new business volumes by business and product for the three and nine months ended September 30, 2024 and 2023:
(1)New business volumes in individual markets are referred to as sales. In Global Atlantic's individual market channel, sales of annuities include all money paid into new and existing contracts. Individual market channel sales of life insurance products are based on commissionable premium and individual market channel sales for preneed life are based on the face amount of insurance. Life insurance product sales do not include the recurring premiums that policyholders may pay over time. New business volumes from individual markets channel products typically occurs throughout the year.
(2)Funding agreements new business volumes represent funding agreements issued in connection with the funding agreement backed note ("FABN") program only.
(3)Global Atlantic expects block reinsurance transactions to be episodic rather than steady quarter over quarter. Similarly, funding agreements issued in the FABN program are subject to capital markets conditions and not expected to be consistent quarter over quarter. Flow and pension risk transfer new business volumes typically occurs throughout the year.
(4)New business volumes from Global Atlantic’s institutional market channel are based on the assets assumed, net of any ceding commission, and is gross of any retrocessions to investment vehicles that participate in qualifying reinsurance transactions sourced by Global Atlantic and to other third party reinsurers.
The table below represents a breakdown of Global Atlantic’s policy liabilities by business and product type as of September 30, 2024, separated by reserves originated through its individual and institutional markets.
Reserves as of September 30, 2024
Individual Market
Institutional Market(4)
Total
Ceded
Total, net
Percentage of Total
($ in thousands, except percentages, if applicable)
Fixed-rate Annuities(1)
$
28,541,886
$
35,390,884
$
63,932,770
$
(10,381,276)
$
53,551,494
34.0
%
Fixed-indexed Annuities(1)
27,978,545
11,063,385
39,041,930
(4,447,594)
34,594,336
20.8
%
Payout Annuities(1)
553,107
23,154,992
23,708,099
(12,239,088)
11,469,011
12.6
%
Variable Annuities
2,409,928
5,602,765
8,012,693
(2,238,344)
5,774,349
4.3
%
Interest Sensitive Life(1)
13,750,656
19,086,577
32,837,233
(9,095,101)
23,742,132
17.4
%
Other Life Insurance(2)
3,624,162
4,399,513
8,023,675
(3,102,549)
4,921,126
4.3
%
Funding Agreements(3)
1,974,386
4,749,593
6,723,979
—
6,723,979
3.6
%
Closed Block and Other Corporate Products
—
1,047,670
1,047,670
(991,861)
55,809
0.6
%
Other(5)
—
4,856,534
4,856,534
(3,619,247)
1,237,287
2.4
%
Total Reserves
$
78,832,670
$
109,351,913
$
188,184,583
$
(46,115,060)
$
142,069,523
100.0
%
Total General Account
$
76,717,156
$
107,333,254
$
184,050,410
$
(46,115,060)
$
137,935,350
97.8
%
Total Separate Account
2,115,514
2,018,659
4,134,173
—
4,134,173
2.2
%
Total Reserves
$
78,832,670
$
109,351,913
$
188,184,583
$
(46,115,060)
$
142,069,523
100.0
%
(1)As of September 30, 2024, 81% of the account value in Global Atlantic's general account associated with its fixed-rate and fixed-indexed annuity products, and 43% 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 September 30, 2024, reserves sourced through block, flow and PRT transactions were $65.6 billion, $29.6 billion and $6.4 billion, respectively.
(5)“Other” includes long-term care insurance where we have ceded all mortality and morbidity risk to a third-party reinsurance company.
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 September 30, 2024, our Strategic Holdings segment consisted of our ownership stakes in 18 companies. Based on certain information made available to management as of September 30, 2024, approximately 67% of these companies are based in the Americas, 27% in Europe, and 6% 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 Business Services, 30% in Consumer, 14% in technology-media-telecommunications (TMT), 14% in Healthcare, and 10% in Infrastructure,
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 charges 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.
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 third quarter of 2024, the United States continued to experience accelerating economic growth. The U.S. Federal Reserve Board decided in September to lower the target range for the federal funds rate by 50 basis points to 4.75-5.00%.In Europe, the European Central Bank lowered the deposit rate by 25 basis points to 3.50% from 3.75%.GDP growth in the Eurozone was positive in the third quarter of 2024. Meanwhile, Eurozone inflation slowed as compared to the prior quarter albeit remaining slightly above the European Central Bank’s 2% inflation target. In Asia, the two largest economies continued to experience divergent economic conditions during the third quarter of 2024. Japan’s economy is expected to have experienced positive growth in the third quarter of 2024. In China, the economy grew slightly in the third quarter of 2024, but Chinese growth remains subject to various headwinds including stresses in the property sector.
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”) expanded by 2.8% for the quarter ended September 30, 2024, compared to an expansion of 3.0% for the quarter ended June 30, 2024. Euro Area real GDP increased by 0.4% for the quarter ended September 30, 2024, up from 0.2% growth for the quarter ended June 30, 2024. In Japan, real GDP is estimated to have increased by 1.6% for the quarter ended September 30, 2024, down from 2.9% expansion for the quarter ended June 30, 2024. Real GDP in China increased by 0.9% for the quarter ended September 30, 2024, compared to growth of 0.5% reported for the quarter ended June 30, 2024.
•Interest Rates. The effective federal funds rate set by the U.S. Federal Reserve Board was 4.83% as of September 30, 2024, down from 5.33% as of June 30, 2024. The short-term benchmark interest rate set by the European Central Bank was 3.50% as of September 30, 2024, down from 3.75% as of June 30, 2024. The short-term benchmark interest rate set by the Bank of Japan was 0.2% as of September 30, 2024, up from 0.1% as of June 30, 2024. The short-term benchmark interest rate set by The People's Bank of China was 3.35% as of September 30, 2024, down from 3.45% as of June 30, 2024.
•Inflation. The U.S. core consumer price index rose 3.3% on a year-over-year basis as of September 30, 2024, unchanged from 3.3% on a year-over-year basis as of June 30, 2024. Euro Area core inflation was 2.7% as of September 30, 2024, down from 2.9% as of June 30, 2024. In Japan, core inflation fell to 1.7% on a year-over-year basis as of September 30, 2024, down from 1.9% on a year-over-year basis as of June 30, 2024. Core inflation in China was 0.1% on a year-over-year basis as of September 30, 2024, down from 0.6% as of June 30, 2024.
•Unemployment. The U.S. unemployment rate was 4.1% as of September 30, 2024, unchanged from 4.1% as of June 30, 2024. Euro Area unemployment was 6.4% as of September 30, 2024, down from 6.5% as of June 30, 2024. The unemployment rate in Japan was 2.5% as of September 30, 2024, unchanged from 2.5% as of June 30, 2024. The unemployment rate in China was 5.1% as of September 30, 2024, up from 4.9% as of June 30, 2024.
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 September 30, 2024, the S&P 500 was up 5.9%, the MSCI Europe Index was up 7.0%, the MSCI Asia Index was up 9.2% and the MSCI World Index was up 6.5% on a total return basis including dividends. Equity market volatility as evidenced by the Chicago Board Options Exchange Market Volatility Index (VIX), a measure of volatility, ended at 16.7 as of September 30, 2024, increasing from 12.4 as of June 30, 2024.
•Credit Markets. During the quarter ended September 30, 2024, U.S. investment grade corporate bond spreads (BofA Merrill Lynch US Corporate Index) tightened by 4 basis points. The non-investment grade credit indices were up during the quarter ended September 30, 2024 with the S&P/LSTA Leveraged Loan Index up 2.0% and the BofAML HY Master II Index up 5.3%. During the quarter ended September 30, 2024, the 10-year government bond yields fell 62 basis points in the United States, fell 38 basis points in Germany, fell 20 basis points in Japan, fell 17 basis points in the UK and fell 4 basis points in China.
•Commodity Markets. During the quarter ended September 30, 2024, the 3-year forward price of WTI crude oil decreased approximately 4.1%, and the 3-year forward price of natural gas increased from approximately $3.48 per MMBtu to $3.49 per MMBtu as of June 30, 2024 and September 30, 2024. The Japan spot LNG import price increased to approximately $12.86 per MMBtu as of September 30, 2024 from approximately $10.35 per MMBtu as of June 30, 2024.
•Foreign Exchange Rates. For the quarter ended September 30, 2024, the euro rose 3.9%, the British pound rose 5.8%, the Japanese yen rose 12.0%, and the Chinese renminbi rose 3.5%, 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.
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 no longer is 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 includes 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 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.
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, and (iii) transaction-related and non-operating items, if any. Transaction-related and non-operating items arise from corporate actions and non-operating items, which consist of: (i) impairments, (ii) transaction costs from acquisitions, (iii) depreciation on real estate that KKR owns and occupies, (iv) contingent liabilities, net of any recoveries, and (v) other gains or charges that affect period-to-period comparability and are not reflective of KKR's ongoing operational performance. 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.
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.
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 shares granted in connection with equity incentive awards that have not vested.
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.
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 September 30, 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. Please see "Part II—Item 5—Other Information" for information regarding the difference between the consolidated results presented in this report to the amounts previously reported in our earnings release issued on October 24, 2024.
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Revenues
Asset Management and Strategic Holdings
Fees and Other
$
1,105,666
$
655,367
$
450,299
Capital Allocation-Based Income (Loss)
1,163,424
1,009,645
153,779
2,269,090
1,665,012
604,078
Insurance
Net Premiums
621,218
220,212
401,006
Policy Fees
375,371
314,016
61,355
Net Investment Income
1,701,826
1,412,130
289,696
Net Investment-Related Gains (Losses)
(235,971)
(338,230)
102,259
Other Income
60,162
42,341
17,821
2,522,606
1,650,469
872,137
Total Revenues
4,791,696
3,315,481
1,476,215
Expenses
Asset Management and Strategic Holdings
Compensation and Benefits
1,374,840
900,582
474,258
Occupancy and Related Charges
35,837
24,498
11,339
General, Administrative and Other
367,666
243,268
124,398
1,778,343
1,168,348
609,995
Insurance
Net Policy Benefits and Claims (including market risk benefit loss (gain) of $54,469 and $(117,654), respectively; remeasurement (gain) loss on policy liabilities: $(74,645) and $18,433, respectively.)
2,421,695
747,238
1,674,457
Amortization of Policy Acquisition Costs
49,360
17,656
31,704
Interest Expense
78,508
44,724
33,784
Insurance Expenses
211,148
154,311
56,837
General, Administrative and Other
206,951
183,246
23,705
2,967,662
1,147,175
1,820,487
Total Expenses
4,746,005
2,315,523
2,430,482
Investment Income (Loss) - Asset Management and Strategic Holdings
Net Income (Loss) Attributable to Redeemable Noncontrolling Interests
(4,798)
(3,685)
(1,113)
Net Income (Loss) Attributable to Noncontrolling Interests
838,916
895,539
(56,623)
Net Income (Loss) Attributable to KKR & Co. Inc.
600,550
1,490,126
(889,576)
Series C Mandatory Convertible Preferred Stock Dividends
—
17,248
(17,248)
Net Income (Loss) Attributable to KKR & Co. Inc. Common Stockholders
$
600,550
$
1,472,878
$
(872,328)
Condensed Consolidated Results of Operations (GAAP Basis - Unaudited) - Asset Management and Strategic Holdings
Revenues
For the three months ended September 30, 2024 and 2023, revenues consisted of the following:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Management Fees
$
521,573
$
458,624
$
62,949
Fee Credits
(257,974)
(60,671)
(197,303)
Transaction Fees
732,129
180,794
551,335
Monitoring Fees
43,622
34,253
9,369
Incentive Fees
4,386
3,150
1,236
Expense Reimbursements
32,789
15,982
16,807
Consulting Fees
29,141
23,235
5,906
Total Fees and Other
1,105,666
655,367
450,299
Carried Interest
1,071,164
841,092
230,072
General Partner Capital Interest
92,260
168,553
(76,293)
Total Capital Allocation-Based Income (Loss)
1,163,424
1,009,645
153,779
Total Revenues
$
2,269,090
$
1,665,012
$
604,078
Fees and Other
Total Fees and Other for the three months ended September 30, 2024 increased compared to the three months ended September 30, 2023 primarily as a result of the increase in transaction fees and management 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 commencing at Global Infrastructure Investors V in the current period, (ii) management fees earned on new capital raised over the past twelve months at our private equity and infrastructure K-series vehicles, and (iii) management fees earned on new capital raised over the past twelve months at Ascendant Fund (a U.S. middle market traditional private equity strategy fund). The increase was partially offset by (i) management fees earned on new capital raised for Global Impact Fund II in the third quarter of 2023 that was retroactive to the start of the fund's investment period, (ii) a lower level of management fees from Asian Fund III due to a step-down in the management fee rate in the current period and a decrease in invested capital and (iii) a decrease in management fees earned from Global Infrastructure Investors IV as a result of entering its post-investment period, and now earns fees based on invested capital rather than capital committed.
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 a higher level of transaction fees in our Private Equity, Real Assets, and Credit and Liquid Strategies business lines in the current 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 September 30, 2024 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, North America Fund XIII, and Global Infrastructure Fund IV. Capital Allocation-Based Income (Loss) for the three months ended September 30, 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, Asian Fund III, and Asian Fund IV.
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 September 30, 2024
The net gains from investment activities for the three months ended September 30, 2024 were comprised of net realized gains of $252.5 million and net unrealized gains of $1,062.1 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 September 30, 2024, net realized gains related primarily to realized gains from the sale of FiberCop S.p.A. (infrastructure: telecommunications infrastructure sector), BridgeBio Pharma, Inc. (NASDAQ: BBIO) and Gamma Biosciences L.P. (healthcare sector). Partially offsetting these realized gains were realized losses on our investments in Unzer GmbH (financial services sector) and Qoo10 SG (technology sector).
Unrealized Gains and Losses from Investment Activities
For the three months ended September 30, 2024, net unrealized gains were driven by (i) mark-to-market gains primarily relating to OneStream, Inc. (NASDAQ: OS), Exact Holding B.V. (technology sector), and April SA (financial services sector) and (ii) the reversal of previously recognized unrealized losses relating to the realized losses described above. These unrealized gains were partially offset by (i) unrealized losses on certain foreign exchange derivative contracts, (ii) mark-to-market losses at certain of our consolidated credit funds, and (iii) the reversal of previously recognized unrealized gains relating to the realization activity described above.
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 September 30, 2024, net gains were primarily generated in the following asset classes:
•Private equity (including Core Private Equity), which were primarily impacted by (i) overall positive operating performance of its portfolio companies, and (ii) 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
•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.
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 September 30, 2023
The net gains from investment activities for the three months ended September 30, 2023 were comprised of net realized losses of $(69.0) million and net unrealized gains of $1,537.2 million.
Realized Gains and Losses from Investment Activities
For the three months ended September 30, 2023, net realized losses related primarily to the (i) realized losses from the distribution of certain assets to third-party fund investors in certain of our consolidated energy funds and (ii) realized losses from certain investments held in our consolidated CLOs. Partially offsetting these realized losses were realized gains on the sale of ForgeRock, Inc. (NYSE: FORG) and realized gains on certain foreign exchange forward contracts.
Unrealized Gains and Losses from Investment Activities
For the three months ended September 30, 2023, net unrealized gains were driven by mark-to-market gains primarily relating to (i) USI, Inc. (financial services sector), BridgeBio Pharma, Inc., and Arnott's Biscuits Limited (consumer product sector), 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 (i) PetVet Care Centers, LLC (health care sector), certain real estate and credit consolidated funds, and debt obligations of 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.
During the three months ended September 30, 2024, dividend income was primarily from (i) certain of our consolidated opportunistic real estate equity funds and (ii) our investments in Exact Holding B.V., Arnott's Biscuits Limited and Atlantic Aviation FBO Inc. (infrastructure: transportation sector), each held through our consolidated core investment vehicles. During the three months ended September 30, 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 funds, and (iii) from FS KKR Capital Corp. (NYSE: FSK) ("FSK") (our business development company).
For a discussion of other factors that affected KKR's dividend income, see "—Analysis of Asset Management Segment Operating Results."
Interest Income
The decrease in interest income during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 was primarily due to the impact of lower interest rates during the period on floating rate investments held in consolidated CLOs and certain of our consolidated private credit funds. The decrease in interest income was partially offset by the impact of closing CLOs that are consolidated subsequent to September 30, 2023. For a discussion of other factors that affected KKR's interest income, see "—Analysis of Asset Management Segment Operating Results."
Interest Expense
The decrease in interest expense during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 was primarily due to the impact of lower interest rates during the period on floating rate debt obligations held in consolidated CLOs and from certain consolidated funds and other vehicles. This decrease was partially offset by (i) the impact of closing CLOs that are consolidated subsequent to September 30, 2023 and (ii) an increase in the amount of borrowings outstanding from certain consolidated funds and other vehicles. 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 September 30, 2024 compared to the three months ended September 30, 2023 was primarily due to a higher level of accrued carried interest compensation in the current period. Additionally, the number of equity-based compensation awards granted in 2023 is higher than in 2022, which resulted in higher equity-based compensation in the current period.
Occupancy and Related Charges
The increase in occupancy and related charges during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, was primarily due to the commencement of new office leases in the current period.
General, Administrative and Other
The increase in general, administrative and other expenses during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 was primarily due to (i) a provision for legal reserves in the current period, (ii) issuance costs from newly formed consolidated CLOs in the current period and (iii) a higher level of expenses reimbursable by our unconsolidated investment funds and broken-deal expenses.
The level of broken-deal expenses can vary significantly period to period based upon a number of factors, the most significant of which are the number of potential investments being pursued for our investment funds, the size and complexity of investments being pursued, and the number of investment funds currently in their investment period.
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.
The assumptions on which reserves, deferred revenue and expenses are based are intended to represent an estimation of the benefits that are expected to be payable to, and fees or premiums that are expected to be collectible from, policyholders in future periods. Global Atlantic reviews the adequacy of its reserves, deferred revenue and expenses and the assumptions underlying those items at least annually, usually in the third quarter. As Global Atlantic analyzes its assumptions, to the extent Global Atlantic chooses to update one or more of those assumptions, there may be an “unlocking” impact. Generally, favorable unlocking means the change in assumptions required a reduction in reserves, or in deferred revenue liabilities, and unfavorable unlocking means the change in assumptions required an increase in reserves or in deferred revenue liabilities, or a reduction in deferred expenses.
The following table reflects the impact on net income before taxes and to insurance segment adjusted operating earnings from Global Atlantic’s assumption review:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Total assumption review impact on income before taxes
$
74,645
$
(18,433)
$
93,078
Assumption review impact on adjustments to derive insurance segment adjusted operating earnings
(87,955)
18,709
(106,664)
Non-controlling interests' share of assumption review impact
—
(101)
101
Total assumption review impact on insurance segment adjusted operating earnings
$
(13,310)
$
175
$
(13,485)
For the three months ended September 30, 2024, the net favorable impact on income before taxes was primarily due to (i) higher assumed mortality rates for guaranteed income riders on income fixed-indexed annuities, and (ii) higher assumed interest rate margins on certain interest-sensitive life products due to higher reinvestment rates and flat crediting rates. These favorable impacts were partially offset by (i) lower assumed surrender rates on interest-sensitive life products without secondary guarantees, (ii) an increase in the option budget assumptions for certain fixed-indexed annuities and interest sensitive life products, and (iii) higher surrender rate assumption for certain assumed flow annuity business.
For the three months ended September 30, 2023, the net unfavorable impact on income before taxes was primarily due to (i) an increase in option cost assumptions for indexed products (net of the impact of reducing caps), (ii) an increase in mortality assumptions related to certain annuity products, and (iii) a decrease in expected surrenders on income annuities and life insurance products. These unfavorable impacts were partially offset by a favorable impact of lower expected surrenders on accumulation annuities.
The assumption review impact on adjustments to derive insurance segment adjusted operating earnings primarily reflect the net impact of assumptions changes related to market risk benefits and other policy liabilities measured at fair value.
Revenues
For the three months ended September 30, 2024 and 2023, revenues consisted of the following:
Net premiums increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily due to (i) an increase in premiums assumed from flow reinsurance transactions with life contingencies or morbidity risk during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and (ii) new preneed premiums originated from a new distribution partner. The increase was partially offset by higher retrocessions to third party reinsurers during the three months ended September 30, 2024 as compared to the three months ended September 30, 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 September 30, 2024 as compared to the three months ended September 30, 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. The growth in portfolio yields during the three months ended September 30, 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
The components of net investment-related losses were as follows:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Funds Withheld Payable Embedded Derivatives
$
(1,305,338)
$
666,599
$
(1,971,937)
Equity Future Contracts
(25,426)
52,484
(77,910)
Foreign Exchange and Other Derivative Contracts
(84,416)
7,857
(92,273)
Equity Index Options
231,926
(191,382)
423,308
Interest Rate Contracts
324,733
(297,107)
621,840
Funds Withheld Receivable Embedded Derivatives
(19,012)
75,929
(94,941)
Net Gains on Derivative Instruments
(877,533)
314,380
(1,191,913)
Net Other Investment Gains (Losses)
641,562
(652,610)
1,294,172
Net Investment-related Losses
$
(235,971)
$
(338,230)
$
102,259
Net gains on derivative instruments
The decrease in the fair value of embedded derivatives on funds withheld at interest payable was driven primarily by the change in fair value of the underlying investments in the funds withheld payable at interest 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 increased in value during the three months ended September 30, 2024, primarily due to a decrease in market interest rates, as compared to a decrease in value in the three months ended September 30, 2023, due to an increase in market interest rates.
The decrease in the fair value of embedded derivatives on funds withheld at interest receivable was primarily due to a decrease in market interest rates during the three months ended September 30, 2024 as compared to an increase in market interest rates during the three months ended September 30, 2023.
The decrease in the fair value of foreign exchange and other derivative contracts was primarily driven by a combination of an increase in the notional amount of foreign exchange derivatives, and a weakening of the U.S. dollar (primarily against the euro and British Pound) during the three months ended September 30, 2024.
The increase in the fair value of interest rate contracts was primarily driven by a decrease in market interest rates during the three months ended September 30, 2024, as compared to an increase in market interest rates during the three months ended September 30, 2023, resulting in a gain and a loss on interest rate contracts, in each of the respective periods.
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 increased during the three months ended September 30, 2024, as compared to a decrease during the three months ended September 30, 2023.
Net other investment (losses) gains
The components of net other investment (losses) gains were as follows:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Realized (Losses) Gains on Investments Not Supporting Asset-liability Matching Strategies
$
6,626
$
—
$
6,626
Realized Losses on Available-for-sale Fixed Maturity Debt Securities
(285,352)
(15,156)
(270,196)
Credit Loss Allowances
(153,151)
(10,008)
(143,143)
Unrealized Gains (Losses) on Fixed Maturity Securities Classified as Trading
1,056,483
(594,218)
1,650,701
Unrealized Gains (Losses) on Investments Accounted Under a Fair-value Option and Equity Investments
20,589
(6,750)
27,339
Unrealized Losses on Real Estate Investments Recognized at Fair Value Under Investment Company Accounting
(26,503)
(26,442)
(61)
Realized (Losses) Gains on Funds Withheld at Interest Payable Portfolio
(20,158)
5,720
(25,878)
Realized Losses on Funds Withheld at Interest Receivable Portfolio
(24,194)
(4,821)
(19,373)
Other
67,222
(935)
68,157
Net Other Investment-related Gains (Losses)
$
641,562
$
(652,610)
$
1,294,172
The increase in net other investment gains for the three months ended September 30, 2024 as compared to net other investment losses for the three months ended September 30, 2023, were primarily due to (i) an increase in unrealized gains on fixed maturity securities classified as trading primarily as a result of the growth in the trading portfolio and a decrease in market interest rates during the three months ended September 30, 2024 as compared to an increase in market interest rates during the three months ended September 30, 2023, and (ii) an increase in unrealized gains on investments accounted under a fair-value option and equity investments.
Partially offsetting these increases in net other investment gains were (i) an increase in realized losses on available-for-sale fixed maturity debt securities due to strategic optimization of yields by selling lower-yielding older vintages of available-for-sale debt securities to be replaced with more recent vintages of similar credit quality with higher expected yields, as well as the ongoing rotation of investments acquired from recent reinsurance transactions into asset classes with higher expected yields (referred to as portfolio optimization and asset rotation in this report) and (ii) an increase in credit loss allowances due to a decrease in credit quality of certain commercial mortgage loan and available-for-sale fixed maturity debt securities, and an increase in initial allowances due to new residential mortgage loan originations in the quarter.
Net policy benefits and claims increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily due to (i) an increase in net flows from both individual and institutional market channel sales, (ii) higher initial reserves assumed related to new reinsurance transactions with life contingencies or morbidity risk in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, (iii) 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, (iv) an increase in market risk benefits liabilities due to a decrease in market interest rates for the three months ended September 30, 2024 as compared to an increase during the three months ended September 30, 2023, and (v) an increase in the value of embedded derivatives in Global Atlantic's fixed indexed annuity products, as a result of higher equity market gains for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 (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).
These increases were offset in part by (i) favorable impacts related to the assumption review described above under “—Notable Items—Assumption Review” above, and (ii) a decrease in market risk benefits liabilities due to an increase in equity markets for the three months ended September 30, 2024 as compared to a decrease for the three months ended September 30, 2023.
Amortization of policy acquisition costs
Amortization of policy acquisition costs increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily due to growth in Global Atlantic’s individual market and institutional market channels.
Interestexpense
Interest expense increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily due to an increase in total debt outstanding with higher coupon rates, and the impact of new debt issuances in the prior quarter.
Insurance expenses
Insurance expenses increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily due to an increase in commission expenses and reinsurance expense allowances as result of higher volumes of new business in the institutional markets channel.
General, administrative and other expenses
General, administrative and other expenses increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily due to an increase in employee compensation expenses, offset in part by a decrease in professional and consulting fees.
Other Condensed Consolidated Results of Operations (GAAP Basis - Unaudited)
Income Tax Expense (Benefit)
Income taxes decreased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily driven by the lower level of income before taxes attributable to common stockholders. 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 September 30, 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 September 30, 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. decreased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily due to a higher level of net policy benefits and claims expense recognized by Global Atlantic and higher compensation expense on the carry pool allocation from our asset management operations, partially offset by a higher level of fees and capital allocation-based income from our asset management operations and higher investment-related income recognized by Global Atlantic, as described above.
Consolidated Results of Operations (GAAP Basis - Unaudited)
The following is a discussion of our consolidated results of operations on a GAAP basis for the nine months ended September 30, 2024 and 2023. You should read this discussion in conjunction with the financial statements and related notes included elsewhere in this report. See also "Risk Factors" in our Annual Report and "—Business Environment" for more information about factors that may affect our business, financial performance, operating results and valuations. Please see "Part II—Item 5—Other Information" for information regarding the difference between the consolidated results presented in this report to the amounts previously reported in our earnings release issued on October 24, 2024.
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Revenues
Asset Management and Strategic Holding
Fees and Other
$
2,621,516
$
2,086,830
$
534,686
Capital Allocation-Based Income (Loss)
3,164,491
2,155,560
1,008,931
5,786,007
4,242,390
1,543,617
Insurance
Net Premiums
7,593,534
1,320,265
6,273,269
Policy Fees
1,038,218
943,200
95,018
Net Investment Income
4,802,226
4,023,882
778,344
Net Investment-Related Gains (Losses)
(780,077)
(579,613)
(200,464)
Other Income
180,436
119,357
61,079
12,834,337
5,827,091
7,007,246
Total Revenues
18,620,344
10,069,481
8,550,863
Expenses
Asset Management and Strategic Holding
Compensation and Benefits
3,586,453
2,133,366
1,453,087
Occupancy and Related Charges
82,683
70,240
12,443
General, Administrative and Other
950,136
746,543
203,593
4,619,272
2,950,149
1,669,123
Insurance
Net Policy Benefits and Claims (including market risk benefit loss (gain) of $(35,501) and $(46,631), respectively; remeasurement (gain) loss on policy liabilities: $(74,645) and $18,433, respectively.)
11,881,924
4,010,306
7,871,618
Amortization of Policy Acquisition Costs
78,416
62,037
16,379
Interest Expense
198,825
124,817
74,008
Insurance Expenses
655,338
551,750
103,588
General, Administrative and Other
571,503
599,029
(27,526)
13,386,006
5,347,939
8,038,067
Total Expenses
18,005,278
8,298,088
9,707,190
Investment Income (Loss) - Asset Management and Strategic Holding
Net Income (Loss) Attributable to Redeemable Noncontrolling Interests
57,546
(12,728)
70,274
Net Income (Loss) Attributable to Noncontrolling Interests
1,513,518
1,088,622
424,896
Net Income (Loss) Attributable to KKR & Co. Inc.
1,950,690
2,691,832
(741,142)
Series C Mandatory Convertible Preferred Stock Dividends
—
51,747
(51,747)
Net Income (Loss) Attributable to KKR & Co. Inc. Common Stockholders
$
1,950,690
$
2,640,085
$
(689,395)
Consolidated Results of Operations (GAAP Basis - Unaudited) - Asset Management and Strategic Holdings
Revenues
For the nine months ended September 30, 2024 and 2023, revenues consisted of the following:
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Management Fees
$
1,478,403
$
1,358,526
$
119,877
Fee Credits
(435,476)
(167,814)
(267,662)
Transaction Fees
1,267,204
660,049
607,155
Monitoring Fees
135,902
98,902
37,000
Incentive Fees
38,215
21,721
16,494
Expense Reimbursements
68,050
48,366
19,684
Consulting Fees
69,218
67,080
2,138
Total Fees and Other
2,621,516
2,086,830
534,686
Carried Interest
2,856,414
1,724,777
1,131,637
General Partner Capital Interest
308,077
430,783
(122,706)
Total Capital Allocation-Based Income (Loss)
3,164,491
2,155,560
1,008,931
Total Revenues - Asset Management
$
5,786,007
$
4,242,390
$
1,543,617
Fees and Other
Total Fees and Other for the nine months ended September 30, 2024 increased compared to the nine months ended September 30, 2023 primarily as a result of an increase in transaction fees and management fees, which were 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 and our private equity and infrastructure K-Series vehicles and (ii) management fees commencing at Global Infrastructure Investors V in the current period. The increase was partially offset by (i) a lower level of management fees from Americas Fund XII and Asian Fund III due to a step-down in each fund's management fee rate and a decrease in invested capital over the past twelve months and (ii) a decrease in management fees earned from Global Infrastructure Investors IV as a result of entering its post-investment period, and now earns fees based on invested capital rather than capital committed.
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 a higher level of transaction fees in our Private Equity, Real Assets, and Credit and Liquid Strategies business lines in the current 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 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 KKR portfolio companies are not eliminated upon consolidation because those fees are earned from companies which are not consolidated. Furthermore, transaction fees earned in our capital markets business 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 nine months ended September 30, 2024 was positive primarily due to the net appreciation of the underlying investments in many of our unconsolidated carry-earning investment funds, most notably Americas Fund XII, North America Fund XIII, and Global Infrastructure Investors IV. Capital Allocation-Based Income (Loss) for the nine months ended September 30, 2023 was positive primarily due to the net appreciation of the underlying investments in many of our unconsolidated carry-earning investment funds, most notably Americas Fund XII, Asian Fund III, and Asian Fund IV.
KKR generally calculates the carried interest that would be due to KKR for each investment fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realized as of 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) - Asset Management
Net Gains (Losses) from Investment Activities for the nine months ended September 30, 2024
The net gains from investment activities for the nine months ended September 30, 2024 were comprised of net realized gains of $285.7 million and net unrealized gains of $2,059.8 million.
Investment gains and losses relating to our general partner capital interest in our unconsolidated funds are not reflected in our discussion and analysis of Net Gains (Losses) from Investment Activities. Our economics associated with these gains and losses are reflected in Capital Allocation-Based Income (Loss) as described above.
Realized Gains and Losses from Investment Activities
For the nine months ended September 30, 2024, net realized gains related primarily to the (i) realized gains on the sale of FiberCop S.p.A.and BridgeBio Pharma, Inc. and (ii) realized gains on certain foreign exchange forward contracts. Partially offsetting these realized gains were (i) realized losses on our investments in Unzer GmbH, Qoo10 SG, and 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.
Unrealized Gains and Losses from Investment Activities
For the nine months ended September 30, 2024, net unrealized gains were driven primarily by mark-to-market gains primarily relating to our investments in Exact Holding B.V., OneStream, Inc. and USI, Inc. These unrealized gains were partially offset by (i) mark-to-market losses primarily relating to our investment in Accell Group N.V. (consumer products sector), (ii) the reversal of previously recognized unrealized gains relating to the realization activity described above, and (iii) unrealized losses on certain foreign exchange forward contracts.
The factors that affect each investment strategy vary depending on the nature of the asset class and the valuation methodology employed. For the nine months ended September 30, 2024, net gains were primarily generated in the following asset classes:
•Private Equity (including Core private equity), which were primarily impacted by (i) overall positive operating performance of its portfolio companies, and (ii) 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
•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.
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 nine months ended September 30, 2023
The net gains from investment activities for the nine months ended September 30, 2023 were comprised of net realized losses of $(358.9) million and net unrealized gains of $2,237.8 million.
Realized Gains and Losses from Investment Activities
For the nine months ended September 30, 2023, net realized losses related primarily to (i) a realized loss on our investment in Envision Healthcare Corporation (healthcare sector), (ii) realized losses on our alternative credit investments, Hilding Anders International AB (consumer products sector) and Chembulk Group (transportation sector), and (iii) realized losses from the distribution of certain assets to third-party investors in certain of our consolidated energy funds. Partially offsetting these realized losses were realized gains primarily relating to the sale of our investment in (i) KnowBe4, Inc. (NASDAQ: KNBE), (ii) Flutter Entertainment PLC (LON: FLTR), and (iii) ForgeRock, Inc.
Unrealized Gains and Losses from Investment Activities
For the nine months ended September 30, 2023, net unrealized gains were driven primarily by (i) mark-to-market gains primarily relating to BridgeBio Pharma, Inc., USI, Inc., and Exact Holding B.V., (ii) the reversal of previously recognized unrealized losses relating to the realization activity described above, and (iii) certain investments held in our consolidated CLOs. These unrealized gains were partially offset by mark-to-market losses primarily relating to (i) GenesisCare Pty Ltd. (healthcare sector) and PetVet Care Centers, LLC and (ii) debt obligations of our consolidated CLOs.
For a discussion of other factors that affected KKR's realized investment income, see "-Analysis of Asset Management Segment Operating Results."
Dividend Income
During the nine months ended September 30, 2024, dividend income was primarily from (i) our investments in 1-800 Contacts Inc. (healthcare sector), Exact Holdings B.V., Viridor Limited (infrastructure: energy and energy transition sector), and FiberCop S.p.A., held through our consolidated core investment vehicles, (ii) our investment in MásOrange (telecommunications sector), held through our consolidated European Fund V, and (iii) certain of our consolidated opportunistic real estate equity funds. During the nine months ended September 30, 2023, dividend income was primarily from (i) certain investments held in our consolidated open-ended core infrastructure fund, Diversified Core Infrastructure Fund, (ii) certain of our consolidated opportunistic real estate equity funds, and (iii) Atlantic Aviation FBO Inc., which is held in our consolidated core private equity funds.
Significant dividends from portfolio companies and consolidated funds are generally not recurring quarterly dividends, and while they may occur in the future, their size and frequency are variable. For a discussion of other factors that affected KKR's dividend income, see "—Analysis of Asset Management Segment Operating Results."
Interest Income
The increase in interest income during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily due to (i) the impact of closing CLOs that are consolidated subsequent to September 30, 2023, (ii) the impact of higher interest rates during the period 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 nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily due to (i) the increase in the amount of borrowings outstanding from certain consolidated funds and other vehicles, (ii) the impact of closing CLOs that are consolidated subsequent to September 30, 2023, (iii) the impact of higher interest rates during the current period on floating rate debt obligations held in consolidated CLOs, and (iv) the impact of issuances of KKR senior notes after September 30, 2023. For a discussion of other factors that affected KKR's interest expense, see "—Analysis of Non-GAAP Performance Measures."
Expenses - Asset Management
Compensation and Benefits
The increase in compensation and benefits during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily due to a higher level of accrued carried interest compensation in the current period. Additionally, the number of equity-based compensation awards granted in 2023 is higher than in 2022, which resulted in higher equity-based compensation in the current period.
Occupancy and Related Charges
The increase in occupancy and related charges during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, was primarily due to the commencement of new office leases in the current period.
General, Administrative and Other
The increase in general, administrative and other during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily due to (i) a provision for legal reserves in the current period, (ii) issuance costs from newly formed consolidated CLOs in the current period and (iii) a higher level of expenses reimbursable by our unconsolidated investment funds.
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 are expected to increase accordingly.
Consolidated Results of Operations (GAAP Basis - Unaudited) - Insurance
Assumption review
The following table reflects the impact on net income before taxes and to insurance segment adjusted operating earnings from Global Atlantic’s annual assumption review completed in the third quarter (which as a result, is identical to the table presented above for the three months ended September 30, 2024 and 2023):
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Total assumption review impact on income before taxes
$
74,645
$
(18,433)
$
93,078
Assumption review impact on adjustments to derive insurance segment adjusted operating earnings
(87,955)
18,709
(106,664)
Non-controlling interests' share of assumption review impact
—
(101)
101
Total assumption review impact on insurance segment adjusted operating earnings
$
(13,310)
$
175
$
(13,485)
For the nine months ended September 30, 2024, the net favorable impact on income before taxes was primarily due to (i) higher assumed mortality rates for guaranteed income riders on fixed-indexed annuities, and (ii) higher assumed interest rate margins on certain interest-sensitive life products due to an increase in assumed reinvestment rates and flat crediting rates. These favorable impacts were partially offset by (i) lower assumed surrender rates on interest-sensitive life products without secondary guarantees, (ii) an increase in the option budget assumptions for certain fixed-indexed annuities and interest sensitive life products, and (iii) higher surrender rate assumption for certain assumed flow annuity business.
For the nine months ended September 30, 2023, the net unfavorable impact on income before taxes was primarily due to (i) an increase in option cost assumptions for indexed products (net of the impact of reducing caps), (ii) an increase in mortality assumptions related to certain annuity products, and (iii) a decrease in expected surrenders on income annuities and life insurance products. These unfavorable impacts were partially offset by a favorable impact of lower expected surrenders on accumulation annuities.
The assumption review impact on adjustments to derive insurance segment adjusted operating earnings primarily reflect the net impact of assumption changes related to market risk benefits and other policy liabilities measured at fair value.
Revenues
For the nine months ended September 30, 2024 and 2023, revenues consisted of the following:
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Net Premiums
$
7,593,534
$
1,320,265
$
6,273,269
Policy Fees
1,038,218
943,200
95,018
Net Investment Income
4,802,226
4,023,882
778,344
Net Investment-Related Gains (Losses)
(780,077)
(579,613)
(200,464)
Other Income
180,436
119,357
61,079
Total Insurance Revenues
$
12,834,337
$
5,827,091
$
7,007,246
Net Premiums
Net premiums increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to an increase in initial premiums assumed from reinsurance transactions with life contingencies or morbidity risk during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was partially offset by higher retrocessions to third party reinsurers during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 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 increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 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 portfolio optimization and asset rotation.
Net investment-related losses
The components of net investment-related losses were as follows:
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Funds Withheld Payable Embedded Derivatives
$
(852,165)
$
269,206
$
(1,121,371)
Equity Future Contracts
(96,312)
(36,724)
(59,588)
Foreign Exchange and Other Derivative Contracts
(47,940)
22,375
(70,315)
Equity Index Options
580,358
123,107
457,251
Interest Rate Contracts
(42,280)
(392,876)
350,596
Funds Withheld Receivable Embedded Derivatives
6,592
59,311
(52,719)
Net Gains (Losses) on Derivative Instruments
(451,747)
44,399
(496,146)
Net Other Investment Gains (Losses)
(328,330)
(624,012)
295,682
Net Investment-related Losses
$
(780,077)
$
(579,613)
$
(200,464)
Net gains on derivative instruments
The decrease in the fair value of embedded derivatives on funds withheld at interest payable for the nine months ended September 30, 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 increased in value during the nine months ended September 30, 2024 and decreased during the nine months ended September 30, 2023 primarily due to a decrease in market interest rates for the nine months ended September 30, 2024 as compared to an increase in the nine months ended September 30, 2023.
The decrease in the fair value of foreign exchange and other derivative contracts was primarily driven by a combination of an increase in the notional amount of foreign exchange derivatives and a weakening of the U.S. dollar (primarily against the euro and British Pound) during the nine months ended September 30, 2024.
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 increased during both the nine months ended September 30, 2024 and the nine months ended September 30, 2023.
The increase in the fair value of interest rate contracts was primarily driven by a decrease in market interest rates during the nine months ended September 30, 2024 and an increase in market interest rates during the nine months ended September 30, 2023, resulting in a smaller loss on interest rate contracts for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.
The components of net other investment (losses) gains were as follows:
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Realized Gains on Investments Not Supporting Asset-liability Matching Strategies
$
16,698
$
2,103
$
14,595
Realized Losses on Available-for-sale Fixed Maturity Debt Securities
(387,975)
(67,195)
(320,780)
Credit Loss Allowances
(288,606)
(180,045)
(108,561)
Impairment of Available-for-sale Fixed Maturity Debt Securities Due to Intent to Sell
—
(26,741)
26,741
Unrealized Gains (Losses) on Fixed Maturity Securities Classified as Trading
471,647
(284,555)
756,202
Unrealized Losses on Investments Accounted Under a Fair-value Option and Equity Investments
(56,579)
(65,963)
9,384
Unrealized Losses on Real Estate Investments Recognized at Fair Value Under Investment Company Accounting
(133,280)
(6,621)
(126,659)
Realized Gains on Funds Withheld at Interest Payable Portfolio
50,147
13,332
36,815
Realized (Losses) Gains on Funds Withheld at Interest Receivable Portfolio
(47,242)
892
(48,134)
Other
46,860
(9,219)
56,079
Net Other Investment-related Losses
$
(328,330)
$
(624,012)
$
295,682
The decrease in net other investment losses for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, was primarily due to (i) a decrease in unrealized losses on fixed maturity securities classified as trading primarily as a result of a decrease in market interest rates during the nine months ended September 30, 2024 as compared to an increase in market interest rates during the nine months ended September 30, 2023, and (ii) an increase in realized gains on funds withheld at interest payable portfolio.
Offsetting these decreases in net other investment losses were (i) an increase in realized losses on available-for-sale fixed maturity securities as result of portfolio optimization and asset rotation, (ii) an increase in unrealized losses on real estate investments at fair-value under investment company accounting primarily due to higher discount rates and capitalization rates during the nine months ended September 30, 2024, and (iii) an increase in credit loss allowances on mortgage and other loan receivables in the current period primarily due to a decrease in credit quality of certain commercial mortgage loan and available-for-sale fixed maturity debt securities, and an increase in initial allowances due to new residential mortgage loan originations in the quarter.
Expenses
Net policy benefits and claims
Net policy benefits and claims increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to (i) an increase in net flows from both individual and institutional market channel sales, (ii) higher initial reserves assumed related to new reinsurance transactions with life contingencies or morbidity risk in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, (iii) an increase in the value of embedded derivatives in Global Atlantic’s fixed indexed annuity products, as a result of lower equity market gains for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 (as discussed above under "–Consolidated Results of Operations (GAAP Basis)–Revenues–Net investment-related gains (losses)," 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), (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, and (v) a decrease in market risk benefits gains due to a smaller increase in interest rates for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.
These increases were offset in part by favorable impacts related to the assumption review described above under “—Notable Items—Assumption Review” above.
Amortization of policy acquisition costs increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to growth in Global Atlantic’s individual market and institutional market channels.
Interest expense
Interest expense increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to an increase in total debt outstanding.
Insurance expenses
Insurance expenses increasedfor the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to an increase in commission expenses and reinsurance expense allowances as result of higher volumes of new business in the institutional markets channel.
General, administrative and other expenses
General, administrative and other expenses decreased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to decreased employee compensation expenses.
Other Consolidated Results of Operations (GAAP Basis - Unaudited)
Income Tax Expense (Benefit)
Income tax expense decreased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily driven by the lower level of income before taxes attributable to common stockholders. 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 nine months ended September 30, 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 attributable to noncontrolling interests for the nine months ended September 30, 2024 was primarily related to net gains from investment activities at our consolidated investment funds.
Net Income (Loss) Attributable to KKR & Co. Inc.
Net income attributable to KKR & Co. Inc. decreased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to a higher level of net policy benefits and claims expense recognized by Global Atlantic and higher compensation expense on the carry pool allocation from our asset management operations, partially offset by a higher level of fees and capital allocation-based income from our asset management operations and higher investment-related income recognized by Global Atlantic and our asset management and strategic holdings operations, as described above.
Condensed Consolidated Statements of Financial Condition (GAAP Basis - Unaudited)
The following table provides our condensed consolidated statements of financial condition on a GAAP basis as of September 30, 2024 and December 31, 2023.
(Amounts in thousands, except per share amounts)
As of
As of
September 30, 2024
December 31, 2023
Assets
Asset Management and Strategic Holding
Cash and Cash Equivalents
$
8,602,477
$
8,393,892
Investments
104,301,594
98,634,801
Other Assets
7,701,167
6,538,674
120,605,238
113,567,367
Insurance
Cash and Cash Equivalents
5,857,308
11,954,675
Investments
172,377,108
141,370,323
Other Assets
61,816,222
50,401,829
240,050,638
203,726,827
Total Assets
$
360,655,876
$
317,294,194
Liabilities and Equity
Asset Management and Strategic Holdings
Debt Obligations
$
45,641,569
$
44,886,870
Other Liabilities
12,390,376
8,256,514
58,031,945
53,143,384
Insurance
Debt Obligations
3,811,218
2,587,857
Other Liabilities
237,014,103
203,184,041
240,825,321
205,771,898
Total Liabilities
$
298,857,266
$
258,915,282
Redeemable Noncontrolling Interests
$
1,322,308
$
615,427
Stockholders' Equity
Stockholders' Equity - Common Stock
$
24,083,685
$
22,858,694
Noncontrolling Interests
36,392,617
34,904,791
Total Equity
60,476,302
57,763,485
Total Liabilities and Equity
$
360,655,876
$
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. However, this decrease was more than offset by (i) net income attributable to KKR & Co. Inc. common stockholders and (ii) appreciation in the Global Atlantic available-for-sale portfolio (recorded in Other Comprehensive Income), resulting in an increase in Stockholder's Equity - Common Stock compared to December 31, 2023.
Consolidated Statements of Cash Flows (GAAP Basis - Unaudited)
The following is a discussion of our consolidated cash flows for the nine months ended September 30, 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 $6.8 billion and $(2.6) billion during the nine months ended September 30, 2024 and 2023, respectively. Our operating activities primarily included: (i) investments purchased (asset management and strategic holdings), net of proceeds from investments (asset management and strategic holdings) of $0.5 billion and $(7.5) billion, during the nine months ended September 30, 2024 and 2023, respectively, (ii) net realized gains (losses) on investments (asset management and strategic holdings) of $0.3 billion and $(0.4) billion during the nine months ended September 30, 2024 and 2023 respectively, (iii) change in unrealized gains (losses) on investments (asset management and strategic holdings) of $2.1 billion and $2.2 billion during the nine months ended September 30, 2024 and 2023, respectively, (iv) capital allocation-based income (loss) (asset management and strategic holdings) of $3.2 billion and $2.2 billion during the nine months ended September 30, 2024 and 2023, respectively, (v) net investment and policy liability-related gains (losses) (insurance) of $(2.5) billion and $(1.7) billion during the nine months ended September 30, 2024 and 2023, respectively, and (vi) interest credited to policyholder account balances (net of policy fees) (insurance) of $3.0 billion and $2.0 billion during the nine months ended September 30, 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 $(16.8) billion and $(4.7) billion during the nine months ended September 30, 2024 and 2023, respectively. Our investing activities primarily included: (i) investments purchased (insurance), net of proceeds from investments (insurance), of $(16.7) billion and $(4.7) billion during the nine months ended September 30, 2024 and 2023, respectively, and (ii) the purchase of fixed assets of $(88.4) million and $(79.2) million during the nine months ended September 30, 2024 and 2023, respectively.
Net Cash Provided (Used) by Financing Activities
Our net cash provided (used) by financing activities was $4.2 billion and $5.6 billion during the nine months ended September 30, 2024 and 2023, respectively. Our financing activities primarily included: (i) contributions from, net of distributions to, our noncontrolling and redeemable noncontrolling interests of $(174.5) million and $4.3 billion during the nine months ended September 30, 2024 and 2023, respectively, (ii) proceeds received, net of repayment of debt obligations, of $2.4 billion and $2.9 billion during the nine months ended September 30, 2024 and 2023, respectively, (iii) additions to, net of withdrawals from, contractholder deposit funds (insurance) of $6.2 billion and $(0.4) billion during the nine months ended September 30, 2024 and 2023, respectively, (iv) cash consideration for the 2024 GA Acquisition of $(2.6) billion during the nine months ended September 30, 2024, (v) reinsurance transactions, net of cash provided (insurance) of $47.8 million and $79.9 million during the nine months ended September 30, 2024 and 2023, respectively, (vi) common stock dividends of $(456.6) million and $(417.3) million during the nine months ended September 30, 2024 and 2023, respectively, and (vii) Series C Mandatory Convertible Preferred Stock dividends of $(51.7) million during the nine months ended September 30, 2023.
The following is a discussion of the results of our business on a segment basis for the three and nine months ended September 30, 2024 and 2023. You should read this discussion in conjunction with the information included under "—Analysis of Non-GAAP Performance Measures" and the financial statements and related notes included elsewhere in this report. See "Risk Factors" in our Annual Report and "—Business Environment" for more information about factors that may impact our business, financial performance, operating results and valuations.
Analysis of Asset Management Segment Operating Results
The following tables set forth information regarding KKR's asset management segment operating results for the three months ended September 30, 2024 and 2023:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Management Fees
$
892,629
$
758,700
$
133,929
Transaction and Monitoring Fees, Net
467,145
124,014
343,131
Fee Related Performance Revenues
56,655
20,436
36,219
Fee Related Compensation
(247,875)
(203,209)
(44,666)
Other Operating Expenses
(167,881)
(142,416)
(25,465)
Fee Related Earnings
1,000,673
557,525
443,148
Realized Performance Income
391,920
329,266
62,654
Realized Performance Income Compensation
(289,994)
(213,816)
(76,178)
Realized Investment Income
151,546
216,727
(65,181)
Realized Investment Income Compensation
(22,732)
(34,679)
11,947
Asset Management Segment Earnings
$
1,231,413
$
855,023
$
376,390
Management Fees
The following table presents management fees by business line:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Management Fees
Private Equity
$
346,675
$
318,424
$
28,251
Real Assets
265,912
213,863
52,049
Credit and Liquid Strategies
280,042
226,413
53,629
Total Management Fees
$
892,629
$
758,700
$
133,929
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 (a U.S. middle market traditional private equity strategy fund) and our private equity K-Series vehicles and (ii) management fees earned from our Strategic Holdings segment in the current period. The increase was partially offset by (i) management fees earned on new capital raised for Global Impact Fund II in the third quarter of 2023 that was retroactive to the start of the fund's investment period and (ii) a lower level of management fees from Asian Fund III due to a step-down in the management fee rate in the current period and a decrease in invested capital. During the third quarter of 2024, approximately $13.4 million of management fees were earned on new capital raised that is retroactive to the start of the relevant fund's investment period. As of the date of this filing, no management fees are expected to be earned in the fourth quarter 2024 as a result of new capital raised that is retroactive to the start of a fund's investment period.
The increase in Real Assets management fees was primarily attributable to (i) management fees commencing at Global Infrastructure Investors V in the current period, (ii) management fees earned on new capital raised over the past twelve months at our infrastructure K-series vehicles, and (iii) a higher level of management fees earned from Global Atlantic due to the growth in assets from inflows. The increase was partially offset by a decrease in management fees earned from Global Infrastructure Investors IV as a result of entering its post-investment period, and now earns fees based on invested capital rather than capital committed. During the third quarter of 2024, approximately $3.2 million of management fees were earned on new capital raised that is retroactive to the start of the relevant fund's investment period.
The increase in Credit and Liquid Strategies management fees was primarily attributable to (i) a higher level of management fees earned from Global Atlantic due to the growth in assets from inflows, (ii) a higher level of management fees earned from FSK and (iii) an increase in capital invested in certain alternative credit strategy accounts, which resulted in an increase in its fee base. The increase was partially offset by a lower level of management fees from certain leveraged credit strategy accounts primarily due to a decrease in the funds' fee base from distributions to, and redemptions by, fund investors.
Transaction and Monitoring Fees, Net
The following table presents transaction and monitoring fees, net by business line:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Transaction and Monitoring Fees, Net
Private Equity
$
29,306
$
17,837
$
11,469
Real Assets
11,631
4,352
7,279
Credit and Liquid Strategies
2,559
1,620
939
Capital Markets
423,649
100,205
323,444
Total Transaction and Monitoring Fees, Net
$
467,145
$
124,014
$
343,131
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 in our transaction and monitoring fees. 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. 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 September 30, 2024, compared to the three months ended September 30, 2023, reflecting increased levels of issuance activity across the global equity and leveraged loan markets.Overall, we completed 101 capital markets transactions for the three months ended September 30, 2024, of which 19 represented equity offerings and 82 represented debt offerings, as compared to 60 capital markets transactions for the three months ended September 30, 2023, of which 9 represented equity offerings and 51 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 September 30, 2024 approximately 10% of our transaction fees in our Capital Markets business line were earned from unaffiliated third parties as compared to 15% for the three months ended September 30, 2023. Our transaction fees are comprised of fees earned in North America, Europe, and the Asia-Pacific region. For the three months ended September 30, 2024, approximately 48% of our transaction fees were generated outside of North America as compared to approximately 32% for the three months ended September 30, 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.
See "—Analysis of Asset Management Segment Operating Results—Capital Invested" for more information about capital invested by business line.
The following table presents fee related performance revenues by business line:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Fee Related Performance Revenues
Private Equity
$
—
$
—
$
—
Real Assets
34,387
1,493
32,894
Credit and Liquid Strategies
22,268
18,943
3,325
Total Fee Related Performance Revenues
$
56,655
$
20,436
$
36,219
Fee related performance revenues represent performance fees that are (i) expected to be received from our investment funds, vehicles and accounts on a more 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) FSK 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), KJR Management ("KJRM") (our Japanese real estate investment trust asset manager), and our infrastructure K-Series vehicles in our Real Assets business line.
Fee related performance revenues were higher for the three months ended September 30, 2024 compared to the prior period primarily due to a performance fee being earned from one of our infrastructure K-Series vehicles in our Real Assets business line in the current period.
Fee Related Compensation
The increase in fee related compensation for the three months ended September 30, 2024 compared to the prior period was primarily due to a higher level of compensation recorded in connection with the higher level of fee related revenues partially offset by 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 reduced the compensation range on fee related revenues to a 15% to 20% range.
Other Operating Expenses
The increase in other operating expenses for the three months ended September 30, 2024 compared to the prior period was primarily due to a higher level of professional fees and occupancy related costs compared to the prior period.
Fee Related Earnings
The increase in fee related earnings for the three months ended September 30, 2024 compared to the prior period was primarily due to (i) a higher level of transaction fees earned in our Capital Markets business line and (ii) a higher level of management fees across our Private Equity, Real Assets, and Credit and Liquid Strategies business lines, partially offset by a higher level of fee related compensation and other operating expenses, as described above.
The following table presents realized performance income by business line:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Realized Performance Income
Private Equity
$
283,626
$
298,707
$
(15,081)
Real Assets
93,354
28,488
64,866
Credit and Liquid Strategies
14,940
2,071
12,869
Total Realized Performance Income
$
391,920
$
329,266
$
62,654
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Private Equity
Asian Fund III
$
219,679
$
18,439
$
201,240
Private Equity K-Series
54,601
—
54,601
Strategic Holdings Segment
15,475
—
15,475
Americas Fund XII
—
249,998
(249,998)
European Fund IV
—
7,353
(7,353)
Next Generation Technology Growth Fund
—
4,178
(4,178)
Other
(6,129)
18,739
(24,868)
Total Realized Performance Income
$
283,626
$
298,707
$
(15,081)
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Real Assets
Global Infrastructure Investors III
$
77,194
$
—
$
77,194
Real Estate Partners Americas II
9,684
22,983
(13,299)
Global Infrastructure Investors II
—
4,231
(4,231)
Other
6,476
1,274
5,202
Total Realized Performance Income
$
93,354
$
28,488
$
64,866
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Credit and Liquid Strategies
Alternative Credit Funds
$
2,971
$
—
$
2,971
Other
11,969
2,071
9,898
Total Realized Performance Income
$
14,940
$
2,071
$
12,869
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 primarily 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 September 30, 2024 consisted primarily of (i) realized proceeds from the sale of our investment in Kokusai Electric Corporation (TYO: 6525) held by Asian Fund III and (ii) performance income from one of our private equity K-Series vehicles and our Strategic Holdings segment.
Realized performance income in our Private Equity business line for the three months ended September 30, 2023 consisted primarily of realized proceeds from the sale of our investments in AppLovin Corporation (NASDAQ: APP) and RBmedia (media sector), which were both held by Americas Fund XII, and Kokusai Electric Corporation held by Asian Fund III.
Realized performance income in our Real Assets business line for the three months ended September 30, 2024 consisted primarily of realized proceeds from the sale of our investment in FiberCop S.p.A. held by Global Infrastructure Investors III.
Realized performance income in our Real Assets business line for the three months ended September 30, 2023, 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 Credit & Liquid Strategies business line for the three months ended September 30, 2024 consisted primarily of performance fees earned from Marshall Wace and certain leveraged credit investment funds.
Realized performance income in our Credit and Liquid Strategies business line for the three months ended September 30, 2023 consisted primarily of performance fees earned from certain leveraged credit investment funds.
Realized Performance Income Compensation
The increase in realized performance income compensation for the three months ended September 30, 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 increased the compensation range on realized performance income to a 70% to 80% range.
Realized Investment Income
The following table presents realized investment income in our Principal Activities business line:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Realized Investment Income
Net Realized Gains (Losses)
$
70,383
$
108,827
$
(38,444)
Interest Income and Dividends, Net
81,163
107,900
(26,737)
Total Realized Investment Income
$
151,546
$
216,727
$
(65,181)
The decrease in realized investment income is primarily due to a lower level of net realized gains and interest income and dividends, net. The amount of realized investment income depends on the transaction activity of our funds and Asset Management segment balance sheet, which can vary from period to period.
For the three months ended September 30, 2024, net realized gains were comprised of realized gains primarily from the sale of our investments in Kokusai Electric Corporation and BridgeBio Pharma, Inc. Partially offsetting these realized gains were realized losses, the most significant of which were (i) a realized loss on our private equity investment, Qoo10 SG and (ii) realized losses from the sales of various revolving credit facilities.
For the three months ended September 30, 2023, net realized gains were comprised of realized gains primarily from the sale of our investments in AppLovin Corporation, RBmedia, and ForgeRock, Inc. Partially offsetting these realized gains were realized losses from the sale of revolving credit facilities and the sale of our interest in our leveraged credit open-ended fund.
For the three months ended September 30, 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) ("Crescent") and KREST.
For the three months ended September 30, 2023, interest income and dividends, net were comprised of (i) interest income, primarily from our investments in CLOs and (ii) dividend income primarily from our Americas real estate credit and equity investments, our investment in Diversified Core Infrastructure Fund and Crescent. 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 September 30, 2024, total fees attributable to KKR Capstone were $29.1 million and total expenses attributable to KKR Capstone were $20.2 million. For KKR Capstone-related adjustments in reconciling asset management segment revenues to GAAP revenues see "—Segment Balance Sheet Measures—Reconciliations to GAAP Measures."
Realized Investment Income Compensation
The decrease in realized investment income compensation for the three months ended September 30, 2024 compared to the prior period is primarily due to a lower level of compensation recorded in connection with the lower level of realized investment income. The compensation range on realized investment income did not change from the prior year and remains at its current range of 10% to 20%.
Operating and Capital Metrics
The following tables present our key Asset Management segment operating and capital metrics:
As of
September 30, 2024
June 30, 2024
Change
($ in millions)
Assets Under Management
$
624,396
$
601,341
$
23,055
Fee Paying Assets Under Management
$
505,703
$
487,320
$
18,383
Uncalled Commitments
$
107,592
$
107,707
$
(115)
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in millions)
Capital Invested
$
24,094
$
9,044
$
15,050
Assets Under Management
Private Equity
The following table reflects the changes in the AUM of our Private Equity business line from June 30, 2024 to September 30, 2024:
($ in millions)
June 30, 2024
$
185,265
New Capital Raised
2,490
Distributions and Other
(3,826)
Redemptions
(6)
Change in Value
6,227
September 30, 2024
$
190,150
AUM of our Private Equity business line was $190.2 billion at September 30, 2024, an increase of $4.9 billion, compared to $185.3 billion at June 30, 2024.
The increase was primarily attributable to (i) appreciation in investment value from Americas Fund XII, our core private equity strategy, and North America Fund XIII, and, to a lesser extent, (ii) new capital raised from our private equity K-Series vehicles and Ascendant Fund. Partially offsetting the increase were distributions to fund investors primarily as a result of realized proceeds, most notably from Asian Fund III, Asian Fund IV, and our core private equity strategy.
For the three months ended September 30, 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 September 30, 2024, the value of our growth equity investment portfolio increased 4% and our core private equity investment portfolio increased 3%.
The most significant increases in share prices of our publicly held investments were increases in OneStream, Inc., BrightSpring Health Services Inc. (NASDAQ: BTSG), and AppLovin Corporation. These increases were partially offset by decreases in share prices of other publicly held investments, the most significant of which were Kokusai Electric Corporation and HD Hyundai Marine Solution Co. Ltd. (KRX: 443060). 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.
The most significant increases in the value of our privately held investments were increases in USI, Inc., GeoStabilization International (industrials sector), and Omnissa, LLC (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. and Inkling Holdings LLC (media sector). The increased valuations of 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 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 June 30, 2024 to September 30, 2024:
($ in millions)
June 30, 2024
$
151,549
New Capital Raised
10,463
Distributions and Other
(3,056)
Redemptions
(64)
Change in Value
3,917
September 30, 2024
$
162,809
AUM of our Real Assets business line was $162.8 billion at September 30, 2024, an increase of $11.3 billion, compared to $151.5 billion at June 30, 2024.
The increase was primarily attributable to new capital raised from Global Atlantic, Global Infrastructure Investors V, and a new strategic investor partnership, and to a lesser extent, the increase of the value of the assets managed by KJRM due to the impact of the appreciation in the value of the Japanese Yen and appreciation in investment value from Global Infrastructure Investors IV. Partially offsetting the increase were (i) payments to Global Atlantic policyholders and (ii) distributions to fund investors as a result of realized proceeds, most notably from Global Infrastructure Investors III.
For the three months ended September 30, 2024, the value of our infrastructure investment portfolio increased 6% and the value of our opportunistic real estate equity investment portfolio increased 2%.
The most significant increases in value across our Real Assets portfolio were increases in CyrusOne Inc. (infrastructure: telecommunications infrastructure sector), Atlantic Aviation FBO Inc., and Albioma SA (infrastructure: energy and energy transition sector). These increases in value across our real assets portfolio were partially offset by decreases in the value of certain other investments, the most significant of which were Rocky Mountain Midstream LLC (infrastructure: midstream sector) and Namsan Square (real estate). The increased valuations across our real assets portfolio, in the aggregate, generally related to individual company or asset performance. The decreased valuations across our real assets portfolio, in the aggregate, generally related to an unfavorable business outlook.
The following table reflects the changes in the AUM of our Credit and Liquid Strategies business line from June 30, 2024 to September 30, 2024:
($ in millions)
June 30, 2024
$
264,527
New Capital Raised
10,940
Distributions and Other
(5,446)
Redemptions
(1,405)
Change in Value
2,821
September 30, 2024
$
271,437
AUM of our Credit and Liquid Strategies business line was $271.4 billion at September 30, 2024, an increase of $6.9 billion compared to $264.5 billion at June 30, 2024.
The increase was primarily attributable to (i) new capital raised from Global Atlantic and various private credit investment funds, (ii) the issuance of CLOs, and, to a lesser extent, (iii) investment value appreciation on assets managed by Marshall Wace and across our leveraged credit and private credit investment funds. Partially offsetting the increases were (i) payments to Global Atlantic policyholders, (ii) investor redemptions at Marshall Wace, and (iii) distributions to, and redemptions from, fund investors at certain leveraged credit and private credit funds.
See "Risk Factors" in our Annual Report and "—Business Environment" for more information about the factors that may impact our business, financial performance, operating results and valuations.
Fee Paying Assets Under Management
Private Equity
The following table reflects the changes in the FPAUM of our Private Equity business line from June 30, 2024 to September 30, 2024:
($ in millions)
June 30, 2024
$
118,240
New Capital Raised
2,679
Distributions and Other
(1,978)
Redemptions
(6)
Change in Value
667
September 30, 2024
$
119,602
FPAUM of our Private Equity business line was $119.6 billion at September 30, 2024, an increase of $1.4 billion compared to $118.2 billion at June 30, 2024.
The increase was primarily attributable to new capital raised from private equity K-Series vehicles and Ascendant Fund. Partially offsetting the increase was (i) distributions to fund investors primarily as a result of realized proceeds, most notably from our core private equity strategy and Asian Fund III and (ii) a reduction in FPAUM for realized losses on our investments in Unzer GmbH and Qoo10 SG.
Uncalled capital commitments from private equity funds and other investment vehicles from which KKR is currently not earning management fees amounted to approximately $18.7 billion at September 30, 2024, which includes capital commitments reserved for follow-on investments for funds that have completed their investment periods. This capital will generally begin to earn management fees upon deployment of the capital or upon the commencement of the fund's investment period. The average annual management fee rate associated with this capital is approximately 0.9%. The date on which we begin to earn fees (as specified above) is not guaranteed to occur and may not occur for an extended period of time. If and when such management fees are earned, a portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion of any new management fees earned.
The following table reflects the changes in the FPAUM of our Real Assets business line from June 30, 2024 to September 30, 2024:
($ in millions)
June 30, 2024
$
126,574
New Capital Raised
11,147
Distributions and Other
(2,297)
Redemptions
(64)
Net Changes in Fee Base of Certain Funds
(669)
Change in Value
2,113
September 30, 2024
$
136,804
FPAUM of our Real Assets business line was $136.8 billion at September 30, 2024, an increase of $10.2 billion, compared to $126.6 billion at June 30, 2024.
The increase was primarily attributable to new capital raised from Global Atlantic, Global Infrastructure Investors V, and Real Estate Partners Americas IV, and to a lesser extent, an increase in the value of the assets managed by KJRM due to the impact of the appreciation in the value of the Japanese Yen. Partially offsetting the increase were (i) payments to Global Atlantic policyholders, (ii) a change in fee base for Real Estate Partners Americas III as a result of the fund entering its post-investment period, during which we earn fees on invested capital rather than remaining commitment and invested capital, and (iii) distributions to fund investors primarily as a result of realized proceeds, most notably from Global Infrastructure Investors III.
Uncalled capital commitments from real assets investment funds and other investment vehicles from which KKR is currently not earning management fees amounted to approximately $17.6 billion at September 30, 2024, which includes capital commitments reserved for follow-on investments for funds that have completed their investment periods. This capital will generally begin to earn management fees upon deployment of the capital or upon the commencement of the fund's investment period. The average annual management fee rate associated with this capital is approximately 1.2%. The date on which we begin to earn fees (as specified above) is not guaranteed to occur and may not occur for an extended period of time. If and when such management fees are earned, a portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion of any new management fees earned.
Credit and Liquid Strategies
The following table reflects the changes in the FPAUM of our Credit and Liquid Strategies business line from June 30, 2024 to September 30, 2024:
($ in millions)
June 30, 2024
$
242,506
New Capital Raised
11,169
Distributions and Other
(5,504)
Redemptions
(1,405)
Change in Value
2,531
September 30, 2024
$
249,297
FPAUM of our Credit and Liquid Strategies business line was $249.3 billion at September 30, 2024, an increase of $6.8 billion, compared to $242.5 billion at June 30, 2024.
The increase was primarily attributable to (i) new capital raised from Global Atlantic and various private credit investment funds, (ii) the issuance of CLOs, and, to a lesser extent, (iii) investment value appreciation on assets managed by Marshall Wace and across our leveraged credit and private credit investment funds. Partially offsetting the increase were (i) payments to Global Atlantic policyholders, (ii) investor redemptions at Marshall Wace, and (iii) distributions to, and redemptions from, fund investors at certain leveraged credit and private credit funds.
Uncalled capital commitments from credit investment funds from which KKR is currently not earning management fees amounted to approximately $16.3 billion at September 30, 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 0.6%. 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 September 30, 2024, our Private Equity business line had $52.3 billion of remaining uncalled commitments that could be called for investments in new transactions as compared to $54.9 billion as of June 30, 2024. The decrease was primarily attributable to capital called from fund investors to make investments during the period, which was offset by new capital commitments from fund investors.
Real Assets
As of September 30, 2024, our Real Assets business line had $35.6 billion of remaining uncalled commitments that could be called for investments in new transactions as compared to $33.1 billion as of June 30, 2024. 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.
Credit and Liquid Strategies
As of September 30, 2024 and June 30, 2024, our Credit and Liquid Strategies business line had $19.7 billion of remaining uncalled commitments that could be called for investments in new transactions. Remaining uncalled commitments remained flat as new capital commitments from fund investors was offset by capital called from fund investors to make investments during the period.
Capital Invested
Private Equity
For the three months ended September 30, 2024, our Private Equity business line had $6.0 billion of capital invested as compared to $1.6 billion for the three months ended September 30, 2023. The increase was driven primarily by a $3.4 billion increase in capital invested in our traditional private equity strategy and a $0.9 billion increase in capital invested in our growth equity strategy. During the three months ended September 30, 2024, 61% of capital deployed in private equity (including core and growth equity investments which includes impact investments) was in transactions in North America, 24% was in Europe, and 15% was in the Asia-Pacific region. 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 September 30, 2024, our Real Assets business line had $7.8 billion of capital invested as compared to $4.2 billion for the three months ended September 30, 2023. The increase was driven primarily by a $2.1 billion increase in capital invested in our infrastructure strategy and a $1.6 billion increase in our real estate strategy. During the three months ended September 30, 2024, 61% of capital deployed in real assets was in transactions in North America, 37% was in Europe, and 2% was in the Asia-Pacific region. 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.
For the three months ended September 30, 2024, our Credit and Liquid Strategies business line had $10.2 billion of capital invested as compared to $3.3 billion for the three months ended September 30, 2023. The increase was driven primarily by a higher level of capital deployed across our various private credit strategies, most notably asset-based finance and direct lending. During the three months ended September 30, 2024, 89% of capital deployed was in transactions in North America, 8% was in Europe, and 3% was in the Asia-Pacific region.
Analysis of Insurance Segment Operating Results
The following table sets forth information regarding KKR's insurance segment operating results for the three months ended September 30, 2024 and 2023:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Net Investment Income
$
1,636,300
$
1,356,407
$
279,893
Net Cost of Insurance
(1,166,891)
(820,014)
(346,877)
General, Administrative and Other
(230,889)
(204,701)
(26,188)
Pre-tax Operating Earnings
238,520
331,692
(93,172)
Pre-tax Operating Earnings Attributable to Noncontrolling Interests
—
(121,665)
121,665
Insurance Operating Earnings(1)
$
238,520
$
210,027
$
28,493
(1)Please see "Part II—Item 5—Other Information" for information regarding the difference between the insurance segment operating earnings presented in this report to the amounts previously reported in our earnings release issued on October 24, 2024.
Net Investment Income
Net investment income increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 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 in part to portfolio optimization and asset rotation.
Net Cost of Insurance
Net cost of insurance increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily due to (i) growth in reserves in the institutional market channel as a result of recent reinsurance transactions and in the individual market channel 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, administrative and other expenses increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily due to (i) an increase in interest expense due to a net increase in total debt outstanding and (ii) higher compensation expense.
Insurance Operating Earnings
Insurance operating earnings increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily due to the acquisition of the remaining minority interests of Global Atlantic not already held by KKR on January 2, 2024.
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 September 30, 2024 and 2023:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Dividends, Net
$
6,828
$
—
$
6,828
Strategic Holdings Operating Earnings
6,828
—
6,828
Net Realized Investment Income
87,693
—
87,693
Strategic Holdings Segment Earnings
$
94,521
$
—
$
94,521
Dividends, Net
For the three months ended September 30, 2024, dividends, net were comprised of dividend income from Exact Holding B.V., Arnott's Biscuits Limited and Atlantic Aviation FBO Inc. For the three months ended September 30, 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 September 30, 2024, the management fee was $8.2 million.
Net Realized Investment Income
For the three months ended September 30, 2024 net realized investment income was comprised of a realized gain from the sale of FiberCop S.p.A. For the three months ended September 30, 2023, there was no net realized investment income earned in our Strategic Holdings segment. Realized investment income earned in our Strategic Holdings segment is reduced by a contractual performance fee charged by our Asset Management segment. For the three months ended September 30, 2024, the performance fee was $15.5 million.
Strategic Holdings Segment Earnings
Strategic Holdings segment earnings for the three months ended September 30, 2024 was driven by net realized investment income from the sale of FiberCop S.p.A and the distribution of dividends by companies owned by the firm through our participation in the core private equity strategy.
The following is a discussion of our Non-GAAP performance measures for the three months ended September 30, 2024 and 2023:
Three Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Fee Related Earnings
$
1,000,673
$
557,525
$
443,148
Insurance Operating Earnings(1)
238,520
210,027
28,493
Strategic Holdings Operating Earnings
6,828
—
6,828
Total Operating Earnings
1,246,021
767,552
478,469
Net Realized Performance Income
101,926
115,450
(13,524)
Net Realized Investment Income
216,507
182,048
34,459
Total Investing Earnings
318,433
297,498
20,935
Total Segment Earnings
1,564,454
1,065,050
499,404
Interest Expense, Net and Other
(88,101)
(80,679)
(7,422)
Income Taxes on Adjusted Earnings
(294,850)
(204,640)
(90,210)
Adjusted Net Income
$
1,181,503
$
779,731
$
401,772
(1)Please see "Part II—Item 5—Other Information" for information regarding the difference between the insurance segment operating earnings presented in this report to the amounts previously reported in our earnings release issued on October 24, 2024.
Total Operating Earnings
The increase in total operating earnings for the three months ended September 30, 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. The higher level of insurance operating earnings was primarily due to the acquisition of the remaining minority interests of Global Atlantic not already held by KKR on January 2, 2024. 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 increase in total investing earnings for the three months ended September 30, 2024 compared to the prior period was primarily due to a higher level of net realized investment income, partially offset by a lower level of 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 September 30, 2024 compared to the prior period was primarily due to an increase in total operating earnings and total investing earnings.
Adjusted Net Income
The increase in adjusted net income for the three months ended September 30, 2024 compared to the prior period was primarily due to a higher level of total segment earnings, partially offset by an increase in income taxes on adjusted earnings.
The increase in income taxes on adjusted earnings for the three months ended September 30, 2024 compared to the prior period was primarily due to a higher level of total segment earnings.
For the three months ended September 30, 2024 and 2023, the amount of the tax benefit from equity-based compensation included in income taxes on adjusted earnings was $35.3 million and $12.2 million, respectively. The inclusion of the tax benefit from equity-based compensation in Adjusted Net Income had the effect of increasing this measure by 3% and 2%, respectively, for three months ended September 30, 2024 and 2023.
Analysis of Asset Management Segment Operating Results
The following tables set forth information regarding KKR's asset management segment operating results for the nine months ended September 30, 2024 and 2023.
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Management Fees
$
2,555,263
$
2,245,744
$
309,519
Transaction and Monitoring Fees, Net
842,087
456,421
385,666
Fee Related Performance Revenues
112,901
70,529
42,372
Fee Related Compensation
(614,294)
(623,987)
9,693
Other Operating Expenses
(471,146)
(440,295)
(30,851)
Fee Related Earnings
2,424,811
1,708,412
716,399
Realized Performance Income
1,145,774
653,998
491,776
Realized Performance Income Compensation
(843,011)
(424,910)
(418,101)
Realized Investment Income
424,845
529,583
(104,738)
Realized Investment Income Compensation
(63,725)
(81,576)
17,851
Asset Management Segment Earnings
$
3,088,694
$
2,385,507
$
703,187
Management Fees
The following table presents management fees by business line:
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Management Fees
Private Equity
$
1,039,810
$
954,846
$
84,964
Real Assets
716,084
608,818
107,266
Credit and Liquid Strategies
799,369
682,080
117,289
Total Management Fees
$
2,555,263
$
2,245,744
$
309,519
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 our private equity K-Series vehicles 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 and Asian Fund III due to a step-down in each funds' management fee rate and a decrease in invested capital over the past twelve months. During the nine months ended September 30, 2024, approximately $40.2 million of management fees were earned on new capital raised that were 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) management fees commencing at Global Infrastructure Investors V in the current period, and (iii) management fees earned on new capital raised over the past twelve months at our infrastructure K-series vehicles. The increase was partially offset by a decrease in management fees earned from Global Infrastructure Investors IV as a result of entering its post-investment period, and now earns fees based on invested capital rather than capital committed. During the nine months ended September 30, 2024, approximately $3.7 million of management fees were earned on new capital raised that is retroactive to the start of the relevant fund's investment period.
The increase in Credit and Liquid Strategies management fees was primarily attributable to (i) a higher level of management fees earned from Global Atlantic due to the growth in assets from inflows, (ii) a higher level of management fees earned from FSK, and (iii) an increase in capital invested in certain alternative credit strategy accounts, which resulted in an increase in its fee base. The increase was partially offset by (i) a lower level of management fees from certain leveraged credit strategy accounts primarily due to a decrease in the funds' fee base from distributions to, and redemptions from, fund investors, and (ii) a lower level of management fees from certain SIG funds primarily due to a decrease in the funds' fee base from the sale of investments and certain SIG funds which no longer pay management fees as a result of an agreement to waive such fees.
Transaction and Monitoring Fees, Net
The following table presents transaction and monitoring fees, net by business line:
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Transaction and Monitoring Fees, Net
Private Equity
$
61,751
$
85,253
$
(23,502)
Real Assets
40,756
15,265
25,491
Credit and Liquid Strategies
8,113
3,397
4,716
Capital Markets
731,467
352,506
378,961
Total Transaction and Monitoring Fees, Net
$
842,087
$
456,421
$
385,666
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. 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. The increase in capital markets transaction fees was primarily due to an increase in the number of capital markets transactions for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, reflecting increased levels of capital markets issuance activity across the global equity and leveraged loan markets. Overall, we completed 285 capital markets transactions for the nine months ended September 30, 2024, of which 43 represented equity offerings and 242 represented debt offerings, as compared to 162 transactions for the nine months ended September 30, 2023, of which 32 represented equity offerings and 130 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 nine months ended September 30, 2024 and September 30, 2023, approximately 15% of our transaction fees in our Capital Markets business line were earned from unaffiliated third parties. Our transaction fees are comprised of fees earned from North America, Europe, and the Asia-Pacific region. For the nine months ended September 30, 2024, approximately 42% of our transaction fees were generated outside of North America as compared to approximately 46% for the nine months ended September 30, 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.
The following table presents fee related performance revenues by business line:
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Fee Related Performance Revenues
Private Equity
$
—
$
—
$
—
Real Assets
51,993
14,252
37,741
Credit and Liquid Strategies
60,908
56,277
4,631
Total Fee Related Performance Revenues
$
112,901
$
70,529
$
42,372
Fee related performance revenues represent performance fees that are (i) expected to be received from our investment funds, vehicles and accounts on a more recurring basis, and (ii) not dependent on a realization event involving investments held by the investment fund, vehicle or account.
Fee related performance revenues were higher for the nine months ended September 30, 2024 compared to the prior period primarily due to a performance fee being earned from our infrastructure K-Series vehicles in our Real Assets business line in the current period.
Fee Related Compensation
The decrease in fee related compensation for the nine months ended September 30, 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 partially offset by a higher level of compensation recorded in connection with the higher level of fee related revenues. Effective as of the first quarter of 2024, KKR reduced the compensation range on fee related revenues to a 15% to 20% range.
Other Operating Expenses
The increase in other operating expenses for the nine months ended September 30, 2024 compared to the prior period was primarily due to a higher level of professional fees, corporate travel, information technology, and occupancy related costs compared to the prior period.
Fee Related Earnings
The increase in fee related earnings for the nine months ended September 30, 2024 compared to the prior period was primarily due to (i) a higher level of transaction fees earned in our Capital Markets business line and (ii) higher level of management fees across our Private Equity, Real Assets, and Credit and Liquid Strategies business lines partially offset by a higher level of other operating expenses, as described above.
Realized Performance Income
The following table presents realized performance income by business line:
Realized performance income includes (i) realized carried interest from our carry earning funds and (ii) incentive fees not included in Fee Related Performance Revenues.
Realized performance income in our Private Equity business line for the nine months ended September 30, 2024 consisted primarily of (i) realized proceeds from the sale of our investment in AppLovin Corporation held by Americas Fund XII and Kokusai Electric Corporation held by Asian Fund III and (ii) performance income from our core investment vehicles and our private equity K-Series vehicles.
Realized performance income in our Private Equity business line for the nine months ended September 30, 2023 consisted primarily of (i) realized proceeds from the sale of our investments in AppLovin Corporation and RBmedia, which were both held by Americas Fund XII, Kokusai Electric Corporation held by Asian Fund III, and (ii) performance income from our core investment vehicles.
Realized performance income in our Real Assets business line for the nine months ended September 30, 2024 consisted primarily of realized proceeds from the sale of our investment in FiberCop S.p.A. and ADNOC Oil Pipelines (infrastructure: midstream sector), both held by Global Infrastructure Investors III.
Realized performance income in our Real Assets business line for the nine months ended September 30, 2023 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 Credit & Liquid Strategies business line for the nine months ended September 30, 2024 consisted primarily of performance fees earned from our subadvisory agreement with a UK investment fund manager, Marshall Wace, and certain leveraged credit investment funds.
Realized performance income in our Credit and Liquid Strategies business line for the nine months ended September 30, 2023 consisted primarily of performance fees earned from our subadvisory agreement with a UK investment fund manager.
Realized Performance Income Compensation
The increase in realized performance income compensation for the nine months ended September 30, 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 increased the compensation range on realized performance income to a 70% to 80% range.
Realized Investment Income
The following table presents realized investment income from our Principal Activities business line:
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Realized Investment Income
Net Realized Gains (Losses)
$
149,715
$
236,211
$
(86,496)
Interest Income and Dividends, Net
275,130
293,372
(18,242)
Total Realized Investment Income
$
424,845
$
529,583
$
(104,738)
The decrease in realized investment income is primarily due to a lower level of net realized gains and interest income and dividends, net. The amount of realized investment income depends on the transaction activity of our funds and Asset Management segment balance sheet, which can vary from period to period.
For the nine months ended September 30, 2024, net realized gains were comprised of realized gains primarily from the sale of our investments in AppLovin Corporation, Kokusai Electric Corporation, BridgeBio Inc. and Darktrace Limited (LSE: DARK). Partially offsetting these realized gains were realized losses, the most significant of which were (i) realized losses from the sales of various revolving credit facilities, (ii) a realized loss on our infrastructure investment, Indus Towers Limited (NSE: INDUSTOW), and (iii) a realized loss on our private equity investment, Acteon Group Ltd. (energy sector).
For the nine months ended September 30, 2023, net realized gains were comprised of realized gains primarily from the sale of our investments in AppLovin Corporation, Pembina Gas Infrastructure Inc. (infrastructure: midstream sector), KnowBe4, Inc., and Flutter Entertainment PLC. Partially offsetting these realized gains were realized losses, the most significant of which were (i) a realized loss on our private equity investment, Envision Healthcare Corporation, (ii) realized losses from the sales of various revolving credit facilities, and (iii) realized losses on our alternative credit investments, Hilding Anders International AB and Chembulk Group.
For the nine months ended September 30, 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 and KREST.
For the nine months ended September 30, 2023, interest income and dividends, net were comprised of (i) interest income primarily from our investments in CLOs, and (ii) dividend income primarily from our Americas real estate credit and equity investments, our investment in Diversified Core Infrastructure Fund and Resolution Life Holdings L.P. (financial services sector).
Realized investment income includes the net income (loss) from KKR Capstone. For the nine months ended September 30, 2024, total fees attributable to KKR Capstone were $69.2 million and total expenses attributable to KKR Capstone were $57.8 million. For KKR Capstone-related adjustments in reconciling asset management segment revenues to GAAP revenues see "—Non-GAAP 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 September 30, 2024, representing approximately $500 million of realized performance income and realized investment income, which are expected to be realized in the fourth quarter of 2024. Approximately 60% of the realizations are driven by revenues that correspond to a 10-20% compensation rate, including Marshall Wace’s annual incentive fee crystallization. Some of these transactions are not complete, and are subject to the satisfaction of closing conditions, including regulatory approvals; therefore, there can be no assurance if or when such transactions will be completed. In addition, we may realize gains or losses based on transactions or other events that occur after the date of filing this report, which could impact, positively or negatively, the total amount of our realized performance income and realized investment income. Therefore, no assurance can be given for what our actual realized performance income and realized investment income in the fourth quarter 2024 or future quarters will be.
Realized Investment Income Compensation
The decrease in realized investment income compensation for the nine months ended September 30, 2024 compared to the prior period is primarily due to a lower level of compensation recorded in connection with the lower level of realized investment income. The compensation range on realized investment income did not change from the prior year and remains at its current range of 10% to 20%.
Operating and Capital Metrics
The following tables present our key Asset Management segment operating and capital metrics:
As of
September 30, 2024
December 31, 2023
Change
($ in millions)
Assets Under Management
$
624,396
$
552,801
$
71,595
Fee Paying Assets Under Management
$
505,703
$
446,408
$
59,295
Uncalled Commitments
$
107,592
$
98,557
$
9,035
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in millions)
Capital Invested
$
60,931
$
28,401
$
32,530
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 September 30, 2024:
($ in millions)
December 31, 2023
$
176,377
New Capital Raised
8,151
Distributions and Other
(9,137)
Redemptions
(8)
Change in Value
14,767
September 30, 2024
$
190,150
AUM of our Private Equity business line was $190.2 billion at September 30, 2024, an increase of $13.8 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, our core private equity strategy, and Asian Fund IV, and, to a lesser extent, (ii) new capital raised from our private equity K-Series vehicles 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, Asian Fund III, and our core private equity strategy.
For the nine months ended September 30, 2024, the value of our traditional private equity investment portfolio increased by 14%. This was comprised of a 31% increase in share prices of publicly held investments and a 10% increase in value of our privately held investments. For the nine months ended September 30, 2024, the value of our growth equity investment portfolio increased by 10% and our core private equity investment portfolio increased by 8%.
The most significant increases in share prices of our publicly held investments were increases in AppLovin Corporation, OneStream, Inc., and HD Hyundai Marine Solution Co. Ltd. These increases were partially offset by decreases in share prices of other publicly held investments, the most significant of which were BrightSpring Health Services Inc. and PHC Holdings Corporation (TYO: 6523). 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.
The most significant increases in the value of our privately held investments were increases in Seiyu Group (consumer products sector), USI, Inc., and Cloudera, 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., PetVet Care Centers, LLC, and A-Gas Limited (services sector). The increased valuations of 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 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 September 30, 2024:
($ in millions)
December 31, 2023
$
130,933
New Capital Raised
34,344
Distributions and Other
(6,944)
Redemptions
(257)
Change in Value
4,733
September 30, 2024
$
162,809
AUM of our Real Assets business line was $162.8 billion at September 30, 2024, an increase of $31.9 billion, compared to $130.9 billion at December 31, 2023.
The increase was primarily attributable to (i) new capital raised from Global Atlantic, Global Infrastructure Investors V, and our infrastructure K-Series vehicles and, to a lesser extent, (ii) appreciation in investment value from Global Infrastructure Investors IV. Partially offsetting the increase were (i) payments to Global Atlantic policyholders and (ii) distributions to fund investors as a result of realized proceeds, most notably from Global Infrastructure Investors III and Asia Pacific Infrastructure Investors.
For the nine months ended September 30, 2024, the value of our infrastructure investment portfolio increased 13% and the value of our opportunistic real estate equity investment portfolio increased by 4%.
The most significant increases in value across our Real Assets portfolio were increases in CyrusOne Inc., Atlantic Aviation FBO Inc., and Metronet Holdings, LLC (infrastructure: telecommunications infrastructure sector). These increases in value across our real assets portfolio were partially offset by decreases in the value across our real assets portfolio, the most significant of which was Ritchies Transport Limited (infrastructure: transportation sector) and Namsan Square. The increased valuations across our real assets portfolio, in the aggregate, generally related to individual company or asset performance. The decreased valuations of across our real assets portfolio, in the aggregate, generally related to an unfavorable business outlook.
The following table reflects the changes in the AUM of our Credit and Liquid Strategies business line from December 31, 2023 to September 30, 2024:
($ in millions)
December 31, 2023
$
245,491
New Capital Raised
44,436
Distributions and Other
(18,660)
Redemptions
(6,044)
Change in Value
6,214
September 30, 2024
$
271,437
AUM of our Credit and Liquid Strategies business line totaled $271.4 billion at September 30, 2024, an increase of $25.9 billion compared to AUM of $245.5 billion at December 31, 2023.
The increase was primarily attributable to (i) new capital raised from Global Atlantic and various private credit investment funds, (ii) the issuance of CLOs, and, to a lesser extent, (iii) investment value appreciation on assets managed by Marshall Wace and across our leveraged credit and private credit investment funds. Partially offsetting the increase were (i) payments to Global Atlantic policyholders, (ii) investor redemptions at Marshall Wace, and (iii) distributions to, and redemptions from, fund investors at certain leveraged credit and private credit funds.
See also "—Business Environment" for more information about the factors that may impact our business, financial performance, operating results and valuations.
Fee Paying Assets Under Management
Private Equity
The following table reflects the changes in the FPAUM of our Private Equity business line from December 31, 2023 to September 30, 2024:
($ in millions)
December 31, 2023
$
107,726
New Capital Raised
14,596
Distributions and Other
(3,547)
Redemptions
(8)
Change in Value
835
September 30, 2024
$
119,602
FPAUM of our Private Equity business line was $119.6 billion at September 30, 2024, an increase of $11.9 billion, compared to $107.7 billion at December 31, 2023.
The increase was primarily attributable to (i) new capital raised from private equity K-Series vehicles and Ascendant Fund and (ii) assets we manage and earn a fee on from our Strategic Holdings segment beginning with the first quarter of 2024. Partially offsetting the increase was distributions to fund investors primarily as a result of realized proceeds, most notably from Asian Fund III, North America Fund XI, and Americas Fund XII.
The following table reflects the changes in the FPAUM of our Real Assets business line from December 31, 2023 to September 30, 2024:
($ in millions)
December 31, 2023
$
112,254
New Capital Raised
32,696
Distributions and Other
(5,829)
Redemptions
(257)
Net Changes in Fee Base of Certain Funds
(2,806)
Change in Value
746
September 30, 2024
$
136,804
FPAUM of our Real Assets business line was $136.8 billion at September 30, 2024, an increase of $24.5 billion, compared to $112.3 billion at December 31, 2023.
The increase was primarily attributable to (i) new capital raised from Global Atlantic, Global Infrastructure Investors V, and our infrastructure K-Series vehicles. Partially offsetting the increase were (i) payments to Global Atlantic policyholders (ii) a change in fee base for Global Infrastructure Investors IV as a result of entering its post-investment period, during which we earn fees on invested capital rather than committed capital, and (iii) distributions to fund investors primarily as a result of realized proceeds, primarily from Global Infrastructure Investors III.
Credit and Liquid Strategies
The following table reflects the changes in the FPAUM of our Credit and Liquid Strategies business line from December 31, 2023 to September 30, 2024:
($ in millions)
December 31, 2023
$
226,428
New Capital Raised
42,531
Distributions and Other
(18,974)
Redemptions
(6,044)
Change in Value
5,356
September 30, 2024
$
249,297
FPAUM of our Credit and Liquid Strategies business line was $249.3 billion at September 30, 2024, an increase of $22.9 billion compared to $226.4 billion at December 31, 2023.
The increase was primarily attributable to (i) new capital raised from Global Atlantic and various private credit investment funds, (ii) the issuance of CLOs, and, to a lesser extent, (iii) investment value appreciation on assets managed by Marshall Wace and across our leveraged credit and private credit investment funds. Partially offsetting the increase were (i) payments to Global Atlantic policyholders, (ii) investor redemptions at Marshall Wace, and (iii) distributions to, and redemptions from, fund investors at certain leveraged credit and private credit investment funds.
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 September 30, 2024, our Private Equity business line had $52.3 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.
As of September 30, 2024, our Real Assets business line had $35.6 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 increase was primarily attributable to new capital commitments from fund investors, partially offset by capital called from fund investors to make investments during the period.
Credit and Liquid Strategies
As of September 30, 2024, our Credit and Liquid Strategies business line had $19.7 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 nine months ended September 30, 2024, $9.8 billion of capital was invested by our Private Equity business line, as compared to $7.7 billion for the nine months ended September 30, 2023. The increase was driven primarily by a $4.3 billion increase in capital invested in our traditional private equity strategy and a $1.0 billion increase in capital invested in our growth equity strategy, partially offset by a $3.0 billion decrease in capital invested in our core private equity strategy. During the nine months ended September 30, 2024, 67% of capital deployed in private equity was in transactions in North America, 18% was in Europe and 15% was in the Asia-Pacific region. 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 nine months ended September 30, 2024, $21.5 billion of capital was invested by our Real Assets business line, as compared to $12.1 billion for the nine months ended September 30, 2023. The increase was driven primarily by a $7.0 billion increase in capital invested in our real estate strategy and a $2.4 billion increase in capital invested in our infrastructure strategy. During the nine months ended September 30, 2024, 55% of capital deployed in real assets was in transactions in North America, 30% was in Europe, and 15% was in the Asia-Pacific region. 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 nine months ended September 30, 2024, $29.6 billion of capital was invested by our Credit and Liquid Strategies business line, as compared to $8.6 billion for the nine months ended September 30, 2023. The increase was driven primarily by a higher level of capital deployed across our various private credit strategies, most notably asset-based finance and direct lending. During the nine months ended September 30, 2024, 89% of capital deployed was in transactions in North America, 9% was in Europe, and 2% was in the Asia-Pacific region.
The following table sets forth information regarding KKR's insurance segment operating results for the nine months ended September 30, 2024 and September 30, 2023:
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Net Investment Income
$
4,660,765
$
3,911,456
$
749,309
Net Cost of Insurance
(3,240,834)
(2,382,303)
(858,531)
General, Administrative and Other
(655,358)
(604,700)
(50,658)
Pre-tax Operating Earnings
764,573
924,453
(159,880)
Pre-tax Operating Earnings Attributable to Noncontrolling Interests
—
(339,090)
339,090
Insurance Operating Earnings(1)
$
764,573
$
585,363
$
179,210
(1)Please see "Part II—Item 5—Other Information" for information regarding the difference between the insurance segment operating earnings presented in this report to the amounts previously reported in our earnings release issued on October 24, 2024.
Net Investment Income
Net investment income increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 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 portfolio optimization and asset rotation.
Net Cost of Insurance
Net cost of insurance increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to (i) growth in reserves in the institutional market channel as a result of recent reinsurance transactions and in the individual market channel 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, administrative and other expenses increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to an increase in interest expense due to a net increase in total debt outstanding.
Insurance Operating Earnings
Insurance operating earnings increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to the acquisition of the remaining minority interests of Global Atlantic not already held by KKR on January 2, 2024.
Analysis of Strategic Holdings Segment Operating Results
The following table sets forth information regarding KKR's strategic holdings segment operating results for the nine months ended September 30, 2024 and 2023:
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Dividends, Net
$
68,400
$
—
$
68,400
Strategic Holdings Operating Earnings
68,400
—
68,400
Net Realized Investment Income
87,693
—
87,693
Strategic Holdings Segment Earnings
$
156,093
$
—
$
156,093
Dividends, Net
For the nine months ended September 30, 2024, dividends, net were comprised of dividend income from 1-800 Contacts Inc., Exact Holdings B.V., Viridor Limited, FiberCop S.p.A., Arnott's Biscuits Limited and Atlantic Aviation FBO Inc. For the nine months ended September 30, 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 nine months ended September 30, 2024, the management fee was $23.9 million.
Net Realized Investment Income
For the nine months ended September 30, 2024 net realized investment income was comprised of a realized gain from the sale of FiberCop S.p.A. For the nine months ended September 30, 2023, there was no net realized investment income earned in our Strategic Holdings segment. Realized investment income earned in our Strategic Holdings segment is reduced by a contractual performance fee charged by our Asset Management segment. For the nine months ended September 30, 2024, the performance fee was $15.5 million.
Strategic Holdings Segment Earnings
Strategic Holdings segment earnings for the nine months ended September 30, 2024 was driven by net realized investment income from the sale of FiberCop S.p.A and the distribution of dividends by companies owned by the firm through our participation in the core private equity strategy.
The following is a discussion of our Non-GAAP performance measures for the nine months ended September 30, 2024 and 2023:
Nine Months Ended
September 30, 2024
September 30, 2023
Change
($ in thousands)
Fee Related Earnings
$
2,424,811
$
1,708,412
$
716,399
Insurance Operating Earnings (1)
764,573
585,363
179,210
Strategic Holdings Operating Earnings
68,400
—
68,400
Total Operating Earnings
3,257,784
2,293,775
964,009
Net Realized Performance Income
302,763
229,088
73,675
Net Realized Investment Income
448,813
448,007
806
Total Investing Earnings
751,576
677,095
74,481
Total Segment Earnings
4,009,360
2,970,870
1,038,490
Interest Expense, Net and Other
(242,783)
(270,020)
27,237
Income Taxes on Adjusted Earnings
(749,460)
(549,239)
(200,221)
Adjusted Net Income
$
3,017,117
$
2,151,611
$
865,506
(1)Please see "Part II—Item 5—Other Information" for information regarding the difference between the insurance segment operating earnings presented in this report to the amounts previously reported in our earnings release issued on October 24, 2024.
Total Operating Earnings
The increase in total operating earnings for the nine months ended September 30, 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. The higher level of insurance operating earnings was primarily due to the acquisition of the remaining minority interests of Global Atlantic not already held by KKR on January 2, 2024. 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 increase in total investing earnings for the nine months ended September 30, 2024 compared to the prior period was primarily due to a higher level of 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 nine months ended September 30, 2024 compared to the prior period was primarily due to an increase in total operating earnings and, to a lesser extent, total investing earnings.
Adjusted Net Income
The increase in adjusted net income for the nine months ended September 30, 2024 compared to the prior period was primarily due to a higher level of total segment earnings, partially offset by an increase in income taxes on adjusted earnings.
The increase in income taxes on adjusted earnings for the nine months ended September 30, 2024 compared to the prior period was primarily due to a higher level of total segment earnings.
For the nine months ended September 30, 2024 and 2023, the amount of the tax benefit from equity-based compensation included in income taxes on adjusted earnings was $90.9 million and $36.4 million, respectively. The inclusion of the tax benefit from equity-based compensation in Adjusted Net Income had the effect of increasing this measure by 3% and 2%, respectively, for nine months ended September 30, 2024 and 2023.
Segment Balance Sheet Measures
Asset Management Investment Portfolio
Beginning with the first quarter of 2024, we are reporting our investments from our core private equity strategy in our Strategic Holdings segment, and our investments from the investment strategies that we manage that are reported in the Asset Management segment excludes core private equity. To the extent our investments are realized at values above or below their cost in future periods, adjusted net income would be positively or negatively affected by the amount of any such gain or loss, respectively, during the period in which the realization event occurs.
Our investments in the Asset Management segment by asset class as of September 30, 2024 are as follows:
As of September 30, 2024
($ in thousands)
Asset Management Segment Investments (1)
Cost
Fair Value
Fair Value as a Percentage of Total Asset Management Investments
Traditional Private Equity
$
1,647,672
$
3,578,105
32.1
%
Growth Equity
370,240
1,169,486
10.5
%
Private Equity Total
2,017,912
4,747,591
42.6
%
Real Estate
1,512,068
1,426,743
12.8
%
Infrastructure
453,213
775,623
7.0
%
Energy
636,447
678,053
6.1
%
Real Assets Total
2,601,728
2,880,419
25.9
%
Leveraged Credit
1,488,286
1,482,329
13.3
%
Alternative Credit
702,178
844,942
7.6
%
Credit Total
2,190,464
2,327,271
20.9
%
Other
1,357,008
1,194,124
10.6
%
Total Asset Management Segment Investments
$
8,167,112
$
11,149,405
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.
As of September 30, 2024, 95% and 88% 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 September 30, 2024 were Corporate securities, residential mortgage-backed securities ("RMBS") and commercial mortgage-backed securities ("CMBS"), comprising 25%, 6% and 5% of Global Atlantic's investment portfolio, respectively. Within these categories, 93%, 98% and 95% of Global Atlantic's Corporate, RMBS and CMBS securities, respectively, were investment grade according to NAIC ratings and 93%, 75% and 58% of its Corporate, RMBS and CMBS securities, respectively, were investment grade according to NRSRO ratings as of September 30, 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 September 30, 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 September 30, 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, 95% and 96% as of September 30, 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 5% and 4% as of September 30, 2024 and December 31, 2023, respectively. 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.
Global Atlantic maintains a diversified portfolio of corporate fixed maturity securities across industries and issuers. As of September 30, 2024 and December 31, 2023, 55% and 58% of the AFS fixed maturity securities portfolio was invested in corporate fixed maturity securities, respectively. As of September 30, 2024 and December 31, 2023, approximately 5% and 6% of the portfolio is denominated in foreign currency, respectively.
As of September 30, 2024 and December 31, 2023, 93% and 95% of the total fair value of corporate fixed maturity securities is rated NAIC investment grade, respectively, and 93% and 95% is rated NRSROs investment grade, respectively.
Residential mortgage-backed securities
As of September 30, 2024 and December 31, 2023, 14% 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 September 30, 2024 and December 31, 2023, 90% and 89% of RMBS securities that are below investment grade as rated by the NRSRO, carry an NAIC 1 ("highest quality") designation, respectively.
As of September 30, 2024, Alt-A, Agency, Option ARM, Sub-prime and Re-Performing represent 43%, 22%, 15%, 7% and 6% of the total RMBS portfolio ($10.8 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 September 30, 2024 and December 31, 2023, Global Atlantic had gross unrealized losses on below investment grade AFS fixed maturity securities of $591.9 million and $750.3 million based on NRSRO rating and $200.9 million and $267.2 million based on NAIC ratings, respectively. As of September 30, 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 September 30, 2024 and December 31, 2023, 30% 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 approximately half of the portfolio as of September 30, 2024 and over half of the portfolio as of December 31, 2023. Office and retail properties represent approximately 19% and 23% of the portfolio as of September 30, 2024 and December 31, 2023, respectively.
Global Atlantic's commercial mortgage loans are assigned NAIC designations, with designations “CM1” and “CM2” considered to be investment grade. As of September 30, 2024 and December 31, 2023, 92% and 89% of the commercial mortgage loan portfolio were rated investment grade based on NAIC designation, respectively. The payment status of over 99% and over 98% of the commercial mortgage loan portfolio is current as of September 30, 2024 and December 31, 2023, respectively.
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 both September 30, 2024 and December 31, 2023, approximately 88% of the commercial mortgage loans have a loan-to-value ratio of 70% or less and 2% have loan-to-value ratio over 90%.
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 September 30, 2024, the payment status of 97% of the residential mortgage loan portfolio is current, and approximately $229.8 million is 90 days or more past due or in process of foreclosure (representing 1% 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 65% and 63% as of September 30, 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 September 30, 2024, 98% of the consumer loan portfolio is in current status and approximately $25.7 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 $30.1 billion as of September 30, 2024, which included cash and short-term investments of $5.1 billion. KKR's book value includes its net investment in Global Atlantic, investments in the Asset Management and Strategic Holdings segments, and the net impact of tax and other assets and liabilities. KKR's book value excludes the net assets allocable to investors in KKR’s investment funds and other noncontrolling interest holders.
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with GAAP to KKR's non-GAAP financial measures:
Revenues
Three Months Ended
Nine Months Ended
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
($ in thousands)
Total GAAP Revenues
$
4,791,696
$
3,315,481
$
18,620,344
$
10,069,481
Impact of Consolidation and Other
335,048
218,495
865,898
613,048
Asset Management Adjustments:
Capital Allocation-Based Income (Loss) (GAAP)
(1,163,424)
(1,009,645)
(3,164,491)
(2,155,560)
Realized Carried Interest
336,016
327,195
1,044,843
646,116
Realized Investment Income
151,546
216,727
424,845
529,583
Capstone Fees
(29,141)
(23,235)
(69,218)
(67,080)
Expense Reimbursements
(32,789)
(15,982)
(68,050)
(48,366)
Strategic Holdings Adjustments:
Realized Investment Income and Dividends
118,162
—
195,400
—
Insurance Adjustments:
Net Premiums
(621,218)
(220,212)
(7,593,534)
(1,320,265)
Policy Fees
(375,371)
(314,016)
(1,038,218)
(943,200)
Other Income
(60,162)
(42,341)
(180,436)
(119,357)
(Gains) Losses from Investments (1)
687,170
(75,064)
1,254,170
379,213
Non-operating Changes in Policy Liabilities and Derivatives
(446,817)
428,147
(393,825)
284,118
Total Segment Revenues (2)
$
3,690,716
$
2,805,550
$
9,897,728
$
7,867,731
(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.
KKR & Co. Inc. Stockholders' Equity - Common Stock
As of
September 30, 2024
($ in thousands)
KKR & Co. Inc. Stockholders' Equity - Common Stock (GAAP)
$
24,083,685
Impact of Consolidation and Other(1)
612,232
Exchangeable Securities
316,611
Accumulated Other Comprehensive Income (AOCI) and Other (Insurance)
5,057,876
KKR Book Value
$
30,070,404
Cash and Cash Equivalents - Asset Management and Strategic Holdings
As of
September 30, 2024
($ in thousands)
Cash and Cash Equivalents - Asset Management and Strategic Holdings (GAAP)
$
8,602,477
Impact of Consolidation and Other(1)
(3,979,961)
Short-term Investments
514,616
Cash and Short-term Investments
$
5,137,132
Investments - Asset Management and Strategic Holdings
As of
September 30, 2024
($ in thousands)
Investments - Asset Management and Strategic Holdings (GAAP)
$
104,301,594
Impact of Consolidation and Other(1)
(92,637,573)
Short-term Investments
(514,616)
Investments - Asset Management Segment
$
11,149,405
The following table provides a reconciliation of KKR's Weighted Average GAAP Shares of Common Stock Outstanding - Basic to Weighted Average Adjusted Shares:
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
Weighted Average GAAP Shares of Common Stock Outstanding - Basic
887,444,991
886,618,138
Adjustments:
Weighted Average Exchangeable Securities
7,000,723
6,584,764
Weighted Average Adjusted Shares(2)
894,445,714
893,202,902
(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.
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 September 30, 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.
As of September 30, 2024, netting holes in excess of $50 million existed at North America Fund XI and Health Care Strategic Growth Fund in the amounts of $100 million and $64 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 September 30, 2024, approximately $569 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 September 30, 2024 fair values. As of September 30, 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;
•continue to support and grow our strategic holdings 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, including funding loans at KKR's sole discretion;
•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;
•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, and in our Strategic Holdings segment.
The following table presents our uncalled commitments to our active investment funds and other vehicles as of September 30, 2024:
Uncalled Commitments
Private Equity
($ in millions)
Core Investment Vehicles
$
3,045
European Fund VI
125
Health Care Strategic Growth Fund II
79
Asian Fund IV
66
North America Fund XIII
46
Ascendant Fund
15
Next Generation Technology Growth Fund III
7
Other Private Equity Vehicles
874
Total Private Equity Commitments
4,257
Real Assets
Global Infrastructure Investors V
600
Global Climate Fund
525
Real Estate Partners Americas IV
241
Asia Pacific Infrastructure Investors II
198
Asia Real Estate Partners
53
Real Estate Partners Europe II
40
Other Real Assets Vehicles
1,161
Total Real Assets Commitments
2,818
Credit and Liquid Strategies
Asset-Based Finance Partners II
95
Asia Credit
93
Opportunities Fund II
72
Dislocation Opportunities Fund
53
Lending Partners IV
16
Lending Partners Europe II
16
Private Credit Opportunities Partners II
6
Other Credit and Liquid Strategies Vehicles
769
Total Credit and Liquid Strategies Commitments
1,120
Total Uncalled Commitments
$
8,195
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 September 30, 2024, these commitments amounted to $0.2 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 September 30, 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.
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 September 30, 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 September 30, 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 November 19, 2024 to holders of record of our common stock as of the close of business on November 4, 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 93.1 million shares of common stock for $2.6 billion, which equates to an average price of $28.32 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.
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.
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 September 30, 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.
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 September 30, 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 September 30, 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.
For Level III investments in Asset Management and Strategic Holdings, 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 and Strategic Holdings 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 using either pricing services, broker-dealers, third-party asset managers, or internal models. Global Atlantic's valuation committee performs a quantitative and qualitative analysis over all pricing sources used to verify that it represents a reasonable estimate of fair value. As of September 30, 2024, less than 5% of the total value of Global Atlantic's Level III investments were not valued with the engagement of an independent valuation firm. Once valuations are approved by Global Atlantic's valuation committee, the valuations of its Level III investments, as well as the valuations of its 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 September 30, 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, Strategic Holdings 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 ownership in the consolidated investment funds and vehicles. With respect to Insurance, a decrease in investment income for certain assets where investment gains and losses are recognized through the statement of operations would impact KKR only to the extent of our economic ownership interest in Global Atlantic.
As of September 30, 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 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.
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.
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.
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.
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.
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 September 30, 2024, the net market risk liability balance totaled $1.1 billion. As of September 30, 2024, the liability balances for market risk benefits were $877.1 million for fixed-indexed annuities and $225.1 million for variable and other annuities. The increase (decrease) to the net market risk benefit liability balance as a result of hypothetical changes in interest rates, instrument-specific credit risk, equity market prices, expected mortality, and expected surrenders are summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of such balances.
As of September 30, 2024
Fixed-indexed Annuity
Other
($ in thousands)
Balance
$
877,081
$
225,104
Hypothetical Change:
+50 bps Interest Rates
(129,073)
(46,335)
-50 bps Interest Rates
144,263
51,394
+50 bps Instrument-specific Credit Risk
(128,619)
(24,291)
-50 bps Instrument-specific Credit Risk
143,165
26,667
+10% Equity Market Prices
(53,363)
(47,504)
-10% Equity Market Prices
41,913
53,963
95% of Expected Mortality
50,152
5,988
105% of Expected Mortality
(47,087)
(5,301)
90% of Expected Surrenders
23,480
2,808
110% of Expected Surrenders
(22,243)
(2,718)
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 $313.6 million as of September 30, 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 September 30, 2024, variable annuities accounted for using the fair value option totaled $313.6 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.
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 September 30, 2024, the liability for future policy benefits totaled $11.7 billion, net of reinsurance, split between $9.8 billion associated with payout annuity products, and $1.8 billion of life and other insurance products (including assumed long-term care insurance where Global Atlantic retroceded mortality and morbidity risks to a third-party reinsurer.) The increase (decrease) as a result of hypothetical changes in interest rates, credit spreads, expected mortality, and expected surrenders and lapses are summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of such balances.
As of September 30, 2024
Payout Annuities
Other
($ in thousands)
Balance
$
9,831,556
$
1,829,929
Hypothetical Change:
+50 bps Interest Rates
(195,728)
(364,307)
-50 bps Interest Rates
211,107
400,483
+50 bps Credit Spreads
(151,370)
(224,885)
-50 bps Credit Spreads
157,243
248,573
95% of Expected Mortality(1)
70,094
30,960
105% of Expected Mortality(1)
(66,484)
(28,833)
90% of Expected Surrenders/Lapses
—
(7,993)
110% of Expected Surrenders/Lapses
—
(16,459)
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.
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 September 30, 2024, the additional liability balance of primarily interest-sensitive life totaled $5.9 billion, net of reinsurance. The increase (decrease) to the additional liability balance, as a result of hypothetical changes in interest rates, equity market prices, annual equity growth, expected mortality, and expected surrenders are summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of the interest-sensitive life no-lapse guarantee liability balance.
As of September 30, 2024
Interest-sensitive Life
($ in thousands)
Balance
$
5,879,223
Hypothetical Change:
+50 bps Interest Rates
1,605
-50 bps Interest Rates
(1,609)
+10% Equity Market Prices
(1,349)
-10% Equity Market Prices
758
1% Lower Annual Equity Growth
3,777
95% of Expected Mortality
(36,840)
105% of Expected Mortality
36,338
90% of Expected Surrenders
18,560
110% of Expected Surrenders
(18,224)
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 (that is, 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.
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 September 30, 2024, the embedded derivative liability balance totaled $5.2 billion for fixed-indexed annuities, and $512.5 million for interest-sensitive life. The increase (decrease) to the embedded derivatives on fixed-indexed annuity and indexed universal life as a result of hypothetical changes in interest rates, credit spreads, and equity market prices are summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of such balances.
As of September 30, 2024
Fixed-indexed Annuities
Interest Sensitive Life
($ in thousands)
Balance
$
5,244,375
$
512,474
Hypothetical Change:
+50 bps Interest Rates
(98,927)
(4,851)
-50 bps Interest Rates
105,955
5,068
+50 bps Credit Spreads
(118,479)
(4,851)
-50 bps Credit Spreads
123,238
5,068
+10% Equity Market Prices
544,551
25,738
-10% Equity Market Prices
(502,614)
(58,685)
Note: Hypothetical changes to the market risk benefits liability balance do not reflect the impact of related hedges.
As of September 30, 2024, the embedded derivative balance for modified coinsurance or funds withheld arrangements was a $1.7 billion net asset ($95.3 million in funds withheld receivables at interest, and $(1.6) billion in funds withheld payable at interest). The increase (decrease) to the embedded derivatives on fixed-indexed annuity and interest-sensitive life products as a result of hypothetical changes in interest rates and investment credit spreads are summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items considered in the measurement of such balances.
As of September 30, 2024
Embedded Derivative on Funds Withheld Receivable
Embedded Derivative on Funds Withheld Payable
($ in thousands)
Balance
$
95,253
$
(1,595,138)
Hypothetical Change:
+50 bps Interest Rates
(13,250)
(1,451,610)
-50 bps Interest Rates
18,932
1,568,715
+50 bps Investment Credit Spreads
(37,574)
(1,244,630)
-50 bps Investment Credit Spreads
37,574
1,361,735
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There was no material change to our market risks during the three months ended September 30, 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 September 30, 2024. Based upon that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that, as of September 30, 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 September 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchases in the Third 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 Plan representing the right to receive shares of common stock.
As of October 18, 2024, there is approximately $69 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 third quarter of 2024, no shares of common stock were repurchased, and 696 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 (July 1, 2024 to July 31, 2024)
—
$
—
—
$
101,067
Month #2 (August 1, 2024 to August 31, 2024)
—
$
—
—
$
101,038
Month #3 (September 1, 2024 to September 30, 2024)
—
$
—
—
$
100,993
Total through September 30, 2024
—
—
$
100,993
(1)In April 2024, the share repurchase program was amended such that when the remaining available amount under the share repurchase program becomes $50 million or less, the total available amount under the share repurchase program will automatically add an additional $500 million to the then remaining available amount of $50 million or less.
As described above under “Management's Discussion and Analysis of Financial Condition and Results of Operations—Consolidated results of operations (GAAP basis - unaudited)—Notable Items—Assumption Review,” Global Atlantic reviews the assumptions underlying the adequacy of its reserves, deferred revenue and expenses at least annually and usually in the third quarter. In our earnings release for the third quarter 2024, we reported that insurance operating earnings had a benefit of approximately $50 million primarily related to the impact of Global Atlantic's annual actuarial assumption review. After further analysis, it was determined that this benefit should have instead been a charge of approximately $20 million, which resulted in insurance segment operating earnings being revised to $239 million for the third quarter 2024. This adjustment does not impact the core financial results of our insurance business unrelated to this annual actuarial assumption review process. This adjustment resulted in corresponding changes to KKR’s previously announced total operating earnings and adjusted net income for the third quarter 2024, and KKR’s GAAP income (loss) and stockholders’ equity financial measures. The adjusted per share measures for total operating earnings and adjusted net income for the three months and nine months ended September 30, 2024 are set forth below. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Segment Balance Sheet Measures—Reconciliations to GAAP Measures."
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
Total Operating Earnings Per Share
$
1.39
$
3.65
Adjusted Net Income Per Share
$
1.32
$
3.38
ITEM 6. EXHIBITS.
The following is a list of all exhibits filed or furnished as part of this report:
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 September 30, 2024 and December 31, 2023, (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and September 30, 2023, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and September 30, 2023; (iv) the Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2024 and September 30, 2023, (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and September 30, 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.
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.
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.
