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EQUITY
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
EQUITY EQUITY
Stockholders' Equity
Common Stock

Our common stock is entitled to vote as provided by our certificate of incorporation, Delaware law and the rules of the NYSE. Subject to preferences that apply to shares of Series A Preferred Stock and Series B Preferred Stock and any other shares of preferred stock outstanding at the time on which dividends are payable, the holders of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to declare dividends and then only at the times and in the amounts that our board of directors may determine. Our 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 and Series II preferred stock do not have any economic rights to receive dividends. Series I preferred stock is entitled to vote on any matter that is submitted to vote of the stockholders. For matters on which our common stock is entitled to vote, so long as the ratio at which KKR Group Partnership Units are exchangeable for shares of common stock remains on a one-for-one basis, Series II preferred stock will vote together with common stock as a single class and on an equivalent basis, except Series II preferred stock will vote separately as a class on any amendment to the certificate of incorporation that changes certain terms, rights or preferences of Series II preferred stock. 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 and each holder of Series II preferred stock will be entitled to a payment equal to $0.000000001 per share of Series II Preferred Stock.


Series A and Series B Preferred Stock
The board of directors is authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers (including voting powers), preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by the stockholders (except as may be required by the terms of any preferred stock then outstanding).
KKR & Co. Inc. has outstanding 13,800,000 shares of Series A Preferred Stock and 6,200,000 shares of Series B Preferred Stock. Series A Preferred Stock and Series B Preferred Stock trade on the NYSE under the symbols "KKR PR A" and "KKR PR B", respectively, and were originally issued on March 17, 2016 and June 20, 2016, respectively. The terms of the preferred stock are set forth in our certificate of incorporation.
If declared, dividends on the Series A Preferred Stock and Series B Preferred Stock are payable quarterly on March 15, June 15, September 15 and December 15 of each year, at a rate per annum equal to 6.75%, in the case of Series A Preferred Stock, and 6.50%, in the case of Series B Preferred Stock. Dividends on the Series A Preferred Stock and Series B Preferred Stock are discretionary and non-cumulative. Holders of the Series A Preferred Stock and Series B Preferred Stock will only receive dividends on such shares when, as and if declared by the board of directors. KKR has no obligation to declare or pay any dividends for any dividend period, whether or not dividends on any series of preferred stock are declared or paid for any other dividend period.     
Unless dividends have been declared and paid (or declared and set apart for payment) on Series A Preferred Stock and Series B Preferred Stock for a quarterly distribution period, KKR & Co. Inc. may not declare or pay dividends on, or repurchase, any of its shares that are junior to Series A Preferred Stock and Series B Preferred Stock, including common stock, during such dividend period. A dividend period begins on a dividend payment date and extends to, but excludes, the next dividend payment date.
If KKR & Co. Inc. dissolves, then the holders of the Series A Preferred Stock and Series B Preferred Stock are entitled to receive payment of a $25.00 liquidation preference per share, plus declared and unpaid dividends, if any, to the extent that KKR has sufficient gross income (excluding any gross income attributable to the sale or exchange of capital assets) such that holders of such preferred stock have capital account balances equal to such liquidation preference, plus declared and unpaid dividends, if any.
The Series A Preferred Stock and Series B Preferred Stock do not have a maturity date. However, Series A Preferred Stock may be redeemed at KKR & Co. Inc.’s option, in whole or in part, at any time on or after June 15, 2021, at a price of $25.00 per share, plus declared and unpaid dividends, if any. Series B Preferred Stock may be redeemed at KKR & Co. Inc.’s option, in whole or in part, at any time on or after September 15, 2021, at a price of $25.00 per share, plus declared and unpaid dividends, if any. Holders of Series A Preferred Stock and Series B Preferred Stock have no right to require the redemption of such stock.
If a certain change of control event with a ratings downgrade occurs prior to June 15, 2021, in the case of Series A Preferred Stock, and September 15, 2021, in the case of Series B Preferred Stock, then Series A Preferred Stock or Series B Preferred Stock, as applicable, may be redeemed at KKR & Co. Inc.’s option, in whole but not in part, upon at least 30 days' notice, within 60 days of the occurrence of such change of control event, at a price of $25.25 per share, plus declared and unpaid dividends, if any. If such a change of control event occurs (whether before, on or after June 15, 2021, in the case of the Series A Preferred Stock, or September 15, 2021, in the case of the Series B Preferred Stock) and we do not give such notice, the dividend rate per annum on the applicable series of preferred stock will increase by 5.00%, beginning on the 31st day following such change of control event.
Series A Preferred Stock and Series B Preferred Stock are not convertible into common stock of KKR & Co. Inc. and have no voting rights, except that holders of Series A Preferred Stock and Series B Preferred Stock have certain voting rights in limited circumstances relating to the election of directors following the failure to declare and pay dividends, certain amendments to the terms of the preferred stock, and the creation of preferred stock that are senior to the Series A Preferred Stock and Series B Preferred Stock.
In connection with the issuance of the Series A Preferred Stock and Series B Preferred Stock, KKR Group Partnership issued for the benefit of KKR & Co. Inc. corresponding series of preferred units with economic terms that mirror those of the Series A Preferred Stock and Series B Preferred Stock, as applicable.
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.

If KKR's acquisition of Global Atlantic has not closed on or prior to May 7, 2021 (or any later date as extended pursuant to the merger agreement relating to the acquisition), or if such merger agreement is terminated or KKR determines in its reasonable judgment that the acquisition will not occur, KKR & Co. Inc. will have the right, but not the obligation, to redeem the Series C Mandatory Convertible Preferred Stock, in whole but not in part, at a redemption amount equal to $50.00 per share of the Series C Mandatory Convertible Preferred Stock plus accumulated and unpaid dividends (whether or not declared) to, but excluding, the date of redemption (or, where the average of the volume-weighted average price per share for each trading day in the relevant measurement period exceeds $35.00, at a redemption amount that includes a make-whole adjustment for the lost option value and lost dividends as a result of the redemption), each as more fully described in the certificate of designations.

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
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 remaining amount available under the repurchase program is $462.0 million as of October 23, 2020.
The following table presents KKR & Co. Inc. common stock that has been repurchased or equity awards retired under the repurchase program:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2020
 
2019
 
2020
 
2019
Shares of common stock repurchased

 

 
10,209,673

 
1,370,289

Equity Awards for common stock retired

 

 
1,728,914

 
2,273,112


Noncontrolling Interests
Noncontrolling interests represent (i) noncontrolling interests in consolidated entities and (ii) noncontrolling interests held by KKR Holdings.
Noncontrolling Interests in Consolidated Entities
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 principals and 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; and
(v)
third parties in KKR's capital markets business line.

Noncontrolling Interests held by KKR Holdings
Noncontrolling interests held by KKR Holdings include economic interests held by principals indirectly in KKR Group Partnership Units. Such principals receive 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 are not paid by KKR & Co. Inc. and are borne by KKR Holdings.
The following tables present the calculation of total noncontrolling interests:
 
Three Months Ended September 30, 2020
 
Noncontrolling Interests in Consolidated Entities
 
Noncontrolling Interests Held by KKR Holdings
 
Total Noncontrolling Interests
Balance at the beginning of the period
$
14,217,950

 
$
5,221,844

 
$
19,439,794

Net income (loss) attributable to noncontrolling interests (1)
1,217,728

 
691,730

 
1,909,458

Other comprehensive income (loss), net of tax (2)
2,121

 
7,121

 
9,242

Exchange of KKR Holdings Units to Common Stock (3)  

 
(140,794
)
 
(140,794
)
Equity-based and other non-cash compensation

 
21,802

 
21,802

Capital contributions
3,486,352

 
25

 
3,486,377

Capital distributions
(2,531,637
)
 
(85,652
)
 
(2,617,289
)
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
$
16,153,256

 
$
5,692,718

 
$
21,845,974


 
Nine Months Ended September 30, 2020
 
Noncontrolling Interests in Consolidated Entities
 
Noncontrolling Interests Held by KKR Holdings
 
Total 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)
(95,721
)
 
301,946

 
206,225

Other comprehensive income (loss), net of tax (2)
(5,053
)
 
249

 
(4,804
)
Exchange of KKR Holdings Units to Common Stock(3)  

 
(221,548
)
 
(221,548
)
Equity-based and other non-cash compensation

 
63,596

 
63,596

Capital contributions
5,796,607

 
73

 
5,796,680

Capital distributions
(3,247,739
)
 
(164,319
)
 
(3,412,058
)
Transfer of interests under common control (4)
(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
$
16,153,256

 
$
5,692,718

 
$
21,845,974

 
 
Three Months Ended September 30, 2019
 
 
Noncontrolling Interests in Consolidated Entities
 
Noncontrolling Interests Held by KKR Holdings
 
Total Noncontrolling Interests
Balance at the beginning of the period
 
$
13,050,893

 
$
5,355,692

 
$
18,406,585

Net income (loss) attributable to noncontrolling interests (1)
 
(88,173
)
 
175,231

 
87,058

Other comprehensive income (loss), net of tax (2)
 
(3,877
)
 
(6,481
)
 
(10,358
)
Exchange of KKR Holdings Units to Common Stock (3)  
 

 
(22,237
)
 
(22,237
)
Equity-based and other non-cash compensation
 

 
22,539

 
22,539

Capital contributions
 
713,166

 
23

 
713,189

Capital distributions
 
(692,224
)
 
(37,109
)
 
(729,333
)
Balance at the end of the period
 
$
12,979,785

 
$
5,487,658

 
$
18,467,443

 
 
Nine Months Ended September 30, 2019
 
 
Noncontrolling Interests in Consolidated Entities
 
Noncontrolling Interests Held by KKR Holdings
 
Total Noncontrolling Interests
Balance at the beginning of the period
 
$
10,984,910

 
$
4,625,448

 
$
15,610,358

Net income (loss) attributable to noncontrolling interests (1)
 
825,954

 
1,017,827

 
1,843,781

Other comprehensive income (loss), net of tax (2)
 
(2,966
)
 
(6,645
)
 
(9,611
)
Exchange of KKR Holdings Units to Common Stock (3)  
 

 
(59,014
)
 
(59,014
)
Equity-based and other non-cash compensation
 

 
68,460

 
68,460

Capital contributions
 
3,362,478

 
1,619

 
3,364,097

Capital distributions
 
(2,190,591
)
 
(160,037
)
 
(2,350,628
)
Balance at the end of the period
 
$
12,979,785

 
$
5,487,658

 
$
18,467,443

(1)
Refer to the table below for calculation of net income (loss) attributable to noncontrolling interests held by KKR Holdings.
(2)
With respect to noncontrolling interests held by KKR Holdings, calculated on a pro rata basis based on the weighted average KKR Group Partnership Units 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 provides for the exchange of KKR Group Partnership Units held by KKR Holdings for KKR & Co. Inc. common stock.
(4)
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 the KKR Group Partnership 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 and KKR Holdings, 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 KKR & Co. Inc. and KKR Holdings, each of which directly or indirectly hold the equity of the KKR Group Partnership. However, primarily because of the (i) contribution of certain expenses borne entirely by KKR Holdings, (ii) the periodic exchange of KKR Holdings units for KKR & Co. Inc. common stock pursuant to the exchange agreement 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:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2020
 
2019
 
2020
 
2019
Net income (loss)
$
2,974,301

 
$
336,612

 
$
697,513

 
$
3,325,388

(-) Net income (loss) attributable to Noncontrolling Interests
in consolidated entities
1,217,728

 
(88,173
)
 
(95,721
)
 
825,954

(-) Series A and B Preferred Stock Dividends
8,341

 
8,341

 
25,023

 
25,023

(+) Income tax expense (benefit) attributable to KKR & Co. Inc.
319,717

 
81,970

 
159,855

 
387,255

Net income (loss) attributable to KKR & Co. Inc.
Common Stockholders and KKR Holdings
$
2,067,949


$
498,414

 
$
928,066

 
$
2,861,666

 
 
 
 
 
 
 
 
Net income (loss) attributable to Noncontrolling Interests
held by KKR Holdings
$
691,730

 
$
175,231

 
$
301,946

 
$
1,017,827