XML 62 R33.htm IDEA: XBRL DOCUMENT v3.22.4
EQUITY
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
EQUITY 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 NYSE. Subject to preferences that apply to shares of Series C Mandatory Convertible Preferred Stock and any other 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 and Series II 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.
The Series II preferred stock was eliminated upon the closing of the Reorganization Mergers. Prior to the Reorganization Mergers, for matters on which common stock was entitled to vote, so long as the ratio at which KKR Group Partnership Units was exchangeable for shares of common stock remains on a one-for-one basis, Series II preferred stock was entitled to vote together with common stock as a single class and on an equivalent basis, except Series II preferred stock was entitled to vote separately as a class on any amendment to the certificate of incorporation that changed certain terms, rights or preferences of Series II preferred stock. Prior to the Reorganization Mergers, each holder of Series II preferred stock was entitled to a payment equal to $0.000000001 per share of Series II preferred stock upon a dissolution event.
Series C Mandatory Convertible Preferred Stock
On August 14, 2020, KKR & Co. Inc. issued 23,000,000 shares, or $1.15 billion aggregate liquidation preference, of its 6.00% Series C Mandatory Convertible Preferred Stock (the "Series C Mandatory Convertible Preferred Stock").
Unless converted or redeemed earlier in accordance with the terms of the Series C Mandatory Convertible Preferred Stock, each share of Series C Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be September 15, 2023, into between 1.1662 shares and 1.4285 shares of common stock, in each case, subject to customary anti-dilution adjustments described in the certificate of designations related to the Series C Mandatory Convertible Preferred Stock. The number of shares of common stock issuable upon conversion will be determined based on the average volume weighted average price per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to September 15, 2023.
Dividends on the Series C Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee thereof, at an annual rate of 6.00% on the liquidation preference of $50.00 per share of Series C Mandatory Convertible Preferred Stock, and may be paid in cash or, subject to certain limitations, in shares of common stock or, subject to certain limitations, any combination of cash and shares of common stock. If declared, dividends on the Series C Mandatory Convertible Preferred Stock will be payable quarterly on March 15, June 15, September 15 and December 15 of each year to, and including, September 15, 2023, commencing on December 15, 2020.
Upon KKR & Co. Inc.’s voluntary or involuntary liquidation, winding-up or dissolution, each holder of the Series C Mandatory Convertible Preferred Stock would be entitled to receive a liquidation preference in the amount of $50.00 per share of Series C Mandatory Convertible Preferred Stock, plus an amount equal to accumulated and unpaid dividends on such shares, whether or not declared, to, but excluding, the date fixed for liquidation, winding-up or dissolution, to be paid out of KKR & Co. Inc.’s assets legally available for distribution to its stockholders after satisfaction of debt and other liabilities owed to KKR & Co. Inc.’s creditors and holders of shares of its stock ranking senior to the Series C Mandatory Convertible Preferred Stock and before any payment or distribution is made to holders of any stock ranking junior to the Series C Mandatory Convertible Preferred Stock, including, without limitation, common stock.
In connection with the issuance of the Series C Mandatory Convertible Preferred Stock, the limited partnership agreement of KKR Group Partnership was amended to provide for preferred units with economic terms designed to mirror those of the Series C Mandatory Convertible Preferred Stock.
Share Repurchase Program
On February 7, 2023, KKR announced an increase to the total available amount under its repurchase program to $500 million. Prior to this increase, there was approximately $78 million remaining under the program.
Under KKR's repurchase program, shares of common stock of KKR & Co. Inc. may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing, manner, price and amount of any repurchases will be determined by KKR in its discretion and will depend on a variety of factors, including legal requirements, price and economic and market conditions. In addition to the repurchases of common stock, the repurchase program will be used for the retirement (by cash settlement or the payment of tax withholding amounts upon net settlement) of equity awards granted pursuant to our Equity Incentive Plans representing the right to receive common stock. KKR expects that the program, which has no expiration date, will be in effect until the maximum approved dollar amount has been used. The program does not require KKR to repurchase or retire any specific number of shares of common stock or equity awards, respectively, and the program may be suspended, extended, modified or discontinued at any time.
The following table presents KKR & Co. Inc. common stock that has been repurchased or equity awards retired under the repurchase program:
For the Years Ended December 31,
202220212020
Shares of common stock repurchased5,191,174 4,462,533 10,209,673 
Equity awards for common stock retired 1,308,501 3,350,874 2,850,094 
Change in KKR & Co. Inc.'s Ownership Interest
Vesting of restricted holdings units into KKR common stock results in a change in ownership in KKR Group Partnership L.P., while KKR retains a controlling interest, and is accounted for as an equity transaction between the controlling and noncontrolling interests. Additionally, in December 2022, Global Atlantic completed a $500 million equity raise. KKR contributed approximately $423 million, increasing its ownership in Global Atlantic from 61.5% to 63.3%. The change in ownership interest in Global Atlantic, while KKR retained its controlling interest, was accounted for as an equity transaction, which resulted in (i) a reduction in the amount recorded as a noncontrolling interest and a corresponding increase in additional paid-in-capital of approximately $34 million and (ii) an increase in the participation of KKR to the accumulated other comprehensive loss balance for approximately $172 million. The impact of (i) the vesting of restricted holdings units and (ii) the change in ownership in Global Atlantic are included within "Change in KKR & Co. Inc.'s Ownership Interest."
Noncontrolling Interests
Noncontrolling interests represent (i) noncontrolling interests in consolidated entities and (ii) noncontrolling interests held by KKR Holdings before the closing of the Reorganization Mergers described in Note 1 "Organization."
Noncontrolling Interests in Consolidated Entities and Other
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 entitled to up to 1% of the carried interest received by certain general partners of KKR's funds that have made investments on or prior to December 31, 2015;
(iii)certain former principals and their designees representing a portion of the carried interest received by the general partners of KKR's private equity funds that was allocated to them with respect to private equity investments made during such former principals' tenure with KKR prior to October 1, 2009;
(iv)certain former principals representing all of the capital invested by or on behalf of the general partners of KKR's private equity funds prior to October 1, 2009 and any returns thereon;
(v)third parties in KKR's Capital Markets business line;
(vi)certain current and former employees who hold exchangeable securities; and
(vii)third parties in KKR's insurance business including GA Rollover Investors, GA Co-Investors and third party investors in Global Atlantic's consolidated renewable energy entities and certain other entities.

Noncontrolling Interests held by KKR Holdings
Noncontrolling interests held by KKR Holdings prior to the Reorganization Mergers consisted of economic interests held by principals indirectly in KKR Group Partnership Units. Such principals received financial benefits from KKR's business in the form of distributions received from KKR Holdings and through their direct and indirect participation in the value of KKR Group Partnership Units held by KKR Holdings. These financial benefits were not paid by KKR & Co. Inc. and were borne by KKR Holdings. As described in Note 1 "Organization," KKR completed the Reorganization Mergers on May 31, 2022 and acquired KKR Holdings and all of the KKR Group Partnership Units held by it.
The following tables present the calculation of total noncontrolling interests:
 For the Year Ended December 31, 2022
Noncontrolling Interests in Consolidated Entities and OtherNoncontrolling Interests Held by KKR HoldingsTotal Noncontrolling Interests
Balance at the beginning of the period$32,043,699 $8,430,866 $40,474,565 
Net income (loss) attributable to noncontrolling interests (1)
127,829 (313,019)(185,190)
Other comprehensive income (loss), net of tax (2)
(3,355,059)(1,074,414)(4,429,473)
Exchange of KKR Holdings Units to Common Stock (3)  
— (12,865)(12,865)
Equity-based and other non-cash compensation263,891 100,334 364,225 
Capital contributions13,706,821 — 13,706,821 
Capital distributions(6,868,334)(171,580)(7,039,914)
Holdings Merger (4)
— (6,959,322)(6,959,322)
Change in KKR & Co. Inc.'s Ownership Interest(140,847)— (140,847)
Balance at the end of the period$35,778,000 $— $35,778,000 
For the Year Ended December 31, 2021
Noncontrolling Interests in Consolidated Entities and OtherNoncontrolling Interests Held by KKR HoldingsTotal Noncontrolling Interests
Balance at the beginning of the period$20,570,716 $6,512,382 $27,083,098 
Net income (loss) attributable to noncontrolling interests (1)
4,910,003 2,714,640 7,624,643 
Other comprehensive income (loss), net of tax (2)
(151,806)(91,595)(243,401)
Exchange of KKR Holdings Units to Common Stock(3)  
— (522,474)(522,474)
Equity-based and other non-cash compensation104,838 161,283 266,121 
Capital contributions14,693,564 25 14,693,589 
Capital distributions(7,141,225)(343,395)(7,484,620)
Impact of Acquisition (5)
190,405 — 190,405 
Changes in consolidation(1,132,796)— (1,132,796)
Balance at the end of the period$32,043,699 $8,430,866 $40,474,565 
 For the Year Ended December 31, 2020
Noncontrolling Interests in Consolidated Entities and OtherNoncontrolling Interests Held by KKR HoldingsTotal Noncontrolling Interests
Balance at the beginning of the period$13,966,250 $5,728,634 $19,694,884 
Net income (loss) attributable to noncontrolling interests (1)
1,907,155 1,207,934 3,115,089 
Other comprehensive income (loss), net of tax (2)
(4,092)12,191 8,099 
Exchange of KKR Holdings Units to Common Stock (3)  
— (291,525)(291,525)
Equity-based and other non-cash compensation52,645 80,739 133,384 
Capital contributions9,860,609 98 9,860,707 
Capital distributions(4,950,763)(209,776)(5,160,539)
Transfer of interests under common control (6)
(21,830)7,445 (14,385)
Transfer of Oil and Gas Interests (See Note 2)— (23,358)(23,358)
Changes in consolidation(239,258)— (239,258)
Balance at the end of the period$20,570,716 $6,512,382 $27,083,098 
(1)Refer to the table below for calculation of net income (loss) attributable to noncontrolling interests formerly held by KKR Holdings.
(2)With respect to noncontrolling interests formerly held by KKR Holdings, calculated on a pro rata basis based on the weighted average KKR Group Partnership Units formerly held by KKR Holdings during the reporting period. 
(3)Calculated based on the proportion of KKR Holdings Units exchanged for KKR & Co. Inc. common stock. The exchange agreement with KKR Holdings provided for the exchange of KKR Group Partnership Units held by KKR Holdings for KKR & Co. Inc. common stock.
(4)Refer to Note 1 "Organization" for further information on the Reorganization Mergers that closed on May 31, 2022, pursuant to which KKR acquired KKR Holdings and all of the KKR Group Partnership Units held by it, and all outstanding KKR Holdings Units were exchanged for KKR & Co. Inc. common stock.
(5)Represents other noncontrolling interests at the GA Acquisition Date.
(6)KKR acquired KKR Capstone on January 1, 2020. KKR Capstone was consolidated prior to January 1, 2020 and consequently, this transaction was accounted for as an equity transaction. This transaction resulted in an increase to KKR Group Partnership's equity. Accordingly, both KKR's equity and noncontrolling interests held by KKR Holdings increased for their proportionate share of the KKR Capstone equity based on their ownership in KKR Group Partnership on January 1, 2020.
Net income (loss) attributable to each of KKR & Co. Inc. common stockholders, KKR Holdings prior to the Reorganization Mergers, and holders of exchangeable securities, with the exception of certain tax assets and liabilities that are directly allocable to KKR & Co. Inc., is attributed based on the percentage of the weighted average KKR Group Partnership Units directly or indirectly held by them. However, primarily because of the (i) contribution of certain expenses borne entirely by KKR Holdings prior to the Reorganization Mergers and holders of exchangeable securities, (ii) the periodic exchange of KKR Holdings Units for KKR & Co. Inc. common stock pursuant to the exchange agreement prior to the Reorganization Mergers and (iii) the contribution of certain expenses borne entirely by KKR associated with the Equity Incentive Plans, equity allocations shown in the consolidated statement of changes in equity differ from their respective pro rata ownership interests in KKR's net assets.
The following table presents net income (loss) attributable to noncontrolling interests held by KKR Holdings:
 For the Years Ended December 31,
 202220212020
Net income (loss)$(1,023,528)$12,295,179 $5,117,598 
(-) Net income (loss) attributable to Redeemable Noncontrolling Interests2,792 4,060 — 
(-) Net income (loss) attributable to Noncontrolling Interests in consolidated entities and other 127,829 4,910,003 1,907,155 
(-) Series A and B Preferred Stock Dividends— 36,647 33,364 
(-) Series C Mandatory Convertible Preferred Stock Dividends69,000 69,000 23,191 
(+) Income tax expense (benefit) attributable to KKR & Co. Inc.(233,752)1,227,492 545,546 
Net income (loss) attributable to KKR & Co. Inc.
Common Stockholders and KKR Holdings		$(1,456,901)$8,502,961 $3,699,434 
Net income (loss) attributable to Noncontrolling Interests held by KKR Holdings$(313,019)$2,714,640 $1,207,934