Operator
Operator
Ladies and gentlemen, thank you for standing by. Welcome to the KKR's Third Quarter 2017 Earnings Conference Call. During today's presentation, all parties will be in a listen-only mode. Following management's prepared remarks, conference will be open for questions. As a reminder, this conference call is being recorded. I will now hand the call over to Craig Larson, Head of Investor Relations for KKR. Craig, please go ahead. Craig Larson - KKR & Co. LP: Thank you, Daniel. Welcome to our third quarter 2017 earnings call. Thanks for joining us. As usual, I'm joined by Bill Janetschek, our CFO; and Scott Nuttall, our Co-President and Co-COO. We'd like to remind everyone that we'll refer to non-GAAP measures on the call, which are reconciled to GAAP figures in our press release and the supplementary presentation, which are available on the Investor Center section at kkr.com. The call will also contain forward-looking statements, which do not guarantee future events or performance. And please refer to our SEC filings for cautionary factors related to these statements. In terms of our progress this quarter, most significantly, we continue to increase the earnings power of the firm evidenced by the $7 billion of new strategic investor partnerships closed on in Q3. While the headline amount alone from these partnerships is meaningful, the opportunity for us is even greater because of two things. The first is recycling, where cost, together with the percentage of gains, will go back into the partnership to be invested again. And the second is the longer expected life of these partnerships. We expect them to be over 20 years in duration. As a result, there's the opportunity to see that $7 billion compound over a long period of time, and with performance for our total economics to be more than three times that, relative to capital committed to a traditional drawdown fund. It's very positive for us. And Scott's going to spend a few more minutes at the end of our prepared remarks to give some additional color. Let's now go to Page 2 of the supplement, with an overview of our performance. We reported after-tax economic net income of $308 million for the quarter, which translates into $0.36 of after-tax ENI for adjusted unit. And over the trailing 12 months, we've generated $1.9 billion of after-tax ENI. After-tax distributable earnings were $464 million for the quarter or $0.57 on a per adjusted unit basis; and we've generated over $1.5 billion of after-tax DE over the trailing 12 months. Also of note, we've had meaningful AUM and fee paying AUM growth over the last 12 months. And you're seeing this growth flow through to our financials. Management fees for the quarter were up 16% on a year-over-year basis; and fee-related earnings were up 35% year-over-year, driven both by the growth in management fees, as well as continued strong performance within capital markets. Cutting through it, there are five things that we need to do well: one, generate investment performance; two, raise capital; three, find attractive new investments; four, monetize existing investments; and finally, we need to use our model of AUM, capital markets, and balance sheet. I'll update you on our progress on the first two, and Bill's going to cover the remaining three. Please look at Page 3 of the supplement. We've had strong performance across our asset classes in the last 12 months. In private equity, our three flagship funds had appreciated 20% on a blended basis; and our real asset strategies are performing with our more mature real estate, infrastructure, and energy flagship funds, up 13%, 21%, and 29%, respectively. And in credit, we continue to see strong performance in our opportunistic credit and direct lending platforms, in particular. The second thing we need to do well is raise capital. And you can see our progress here on Page 4 of the supplement. We've had strong organically driven fundraising momentum with AUM and fee paying AUM, up 17% and 22%, respectively, in the last 12 months. And looking over a longer period of time, as you can see on the bottom half of the slide, our growth since 2010 has been significant, with AUM and fee paying AUM more than doubling. Turning to Page 5, you can see that not only have we become larger, but we've become meaningfully more diversified across strategies and geographies with a vast majority of our capital and funds that are not subject to redemption, and with a growing percentage of capital coming from longer-term strategic investor partnerships with recycling. In terms of the quarter, more specifically, our growth in AUM was driven by $8 billion of new capital raised that included the impacts of these strategic partnerships with recycling, the final close of our first Real Estate Credit Opportunity Partners Fund, and inflows in CLOs and alternative credit. And with that, I'll turn it over to Bill. William J. Janetschek - KKR & Co. LP: Thanks, Craig. I'll pick up on the third thing we need to do well: find new, compelling investment opportunities. This was an active deployment quarter for us across the firm with a total of $4.6 billion deployed across businesses and geographies. Public markets deployment was $1.6 billion, coming from investments made across our alternative credit vehicles, primarily with indirect lending. Deployment in these strategies contributed to the increase in Public Markets' fee paying AUM. On the Private Markets side, we invested $3 billion, driven by investments in private equity across all three geographies as well as infrastructure. The largest investment related to Internet Brands' acquisition of WebMD. Internet Brands has been an existing portfolio company of ours since 2014. So, we're effectively investing like it's strategic in a transaction with meaningful synergies. In total, the $4.6 billion in deployment across Private and Public Markets still leaves us with over $47 billion of dry powder across the firm as of September 30. And over $14 billion of that will begin to pay management fees as it's invested at a blended rate of approximately 100 basis points. The fourth thing we need to do well is monetize our existing investments. We are continuing to see significant monetization activity across our PE business. In total, realization events in several portfolio companies drove a 58% increase in cash carry compared to last quarter. The PE exits were diversified between strategic and secondary activity; and on a blended basis, PE exits were down at 2.7 times our cost. The last thing we need to do well is use our model of AUM, capital markets, and balance sheet to capture greater economics for our investors and the firm from all of our activities. The power of our model is evident in our results. Over the last 12 months, our book value per unit is up 15%; and we generated a 19% ROE on an after-tax ENI basis. Please turn to page 6 of the supplement, which summarizes our core fundamentals across the five categories. We are pleased with our progress and the momentum we're seeing across the firm. Now, let me go into segment financials in more detail. Management, monitoring and transaction fees were $356 million in total, up 29% year-over-year, with a 16% year-to-year increase in management fees, as Craig touched on earlier. In terms of transaction fees, we reported $179 million of fees this quarter driven by equity investments into two large North America private equity deals and our continued momentum within our Capital Markets segment. Page 7 of the supplement profiles the growth of the KCM segment. Year-to-date, we've executed over 140 transactions generating revenues at $300 million, more than double the same period last year. On the bottom half of the page, you can see that KCM has continued to be active in all geographies, in debt and equity, and in financing and syndication for KKR-led and third-party investments. And as we said here today, KCM's momentum and overall level activity is continuing into the fourth quarter. Turning to performance income. We reported $364 million, which was anchored by a robust level of realization activity with over $400 million of realized carried interest in the quarter. Investment income came in at $50 million, with $76 million of realized gains, including our first secondary at First Data. Bringing it all together, on a total segment basis, fee-related earnings came in at $192 million; our after-tax distributable earnings were $464 million, and after-tax ENI of $308 million. And with that, I'll turn it over to Scott. Scott C. Nuttall - KKR & Co. LP: Thanks Bill. Hi, everybody. I just want to hit on two topics today. The first is some background and an update on our work with a handful of LPs to create long-term recycling strategic investor partnerships. The second is some detail on how we're using our balance sheet to grow our firm, in particular, our AUM and fee-related profits. Let's start with the strategic partnerships with our LPs. By way of background, a lot of the capital we manage is in long-term fund or separate account format, not subject to redemption. Most of these vehicles have a contractual three to six-year investment period and an expected life of 6 to 12 years. As such, we have long-term visibility on our management fees and AUM from the vast majority of the capital that we manage. As we've grown, we've evolved our thinking strategically, with a view of supplementing our traditional long-term fund capital to the development of even longer-term partnerships, plus permanent capital. On the permanent capital front, today, we have our REIT, which went public earlier this year; and our BDC, which has begun its listing process. Combined, they account for more than $5 billion of permanent capital, from which we derive management fees and incentive fees. We're focused on growing that $5 billion figure. We've also been focused on creating strategic partnerships with a small group of limited partners. These partnerships are all customized, but have some common characteristics. They have longer lives than traditional fund structures. Most have an expected life of 20 to 30 years. They invest across multiple asset classes, many encompass private equity, credit, and real assets. They have recycling provisions that allow us to recycle cost, plus a percentage of the profits that we generate. As a result, the better we perform, the more capital we have to redeploy for a very long period of time. They're large scale. So far, we generally target these partnerships for $3 billion or more each. And they have discounted pricing for the partner in return for them committing large-scale capital for a long time. From KKR's standpoint, these partnerships are accretive, given the aggregate economics we generate from the sizable commitments and the visibility of funding we have across multiple asset classes and fundraising cycles. Overall, these partnerships give us the opportunity to more than triple the economics relative to a traditional fund. In Q3, we signed two new strategic partnerships with these attributes and upsized an existing partnership for a combined $7.5 billion. $2.4 billion of this was already in our AUM last quarter; and $1.7 billion was in our fee paying AUM. The rest is additional capital that's new AUM this quarter. The entire $7.5 billion is subject to recycling provisions, which will grow with performance and will be invested in our strategies over time. So, this brings us to over $12 billion of recycling strategic investor partnership capital, and we're focused on growing that figure over time as well. Given this progress, we have more visibility on our revenues and capital base now than ever before. And we have more line of sight to capital, not just for the next 10 years, which is typical for us, but for the next 20 to 30 years. We'll keep you posted as we continue to raise more permanent and long-term recycling capital. But we wanted to make sure you know that this is a strategic priority for us, and that we're making progress. The second topic I want to discuss is how we're using our balance sheet to scale our AUM and fees. I'm going to walk through three examples of how we've used the balance sheet to accelerate growth and diversify our business. Take a look at page 8 of the deck for the first example. We've been using our balance sheet aggressively to create and scale new businesses. You can see on the left-hand side of the slide all the businesses the balance sheet has helped create, including strategies across real assets, like real estate equity and credit, and infrastructure. The balance sheet's also been part of creating businesses across our credit and growth platforms and is a driver of our Capital Markets business. In short, we've used the balance sheet to scale our business and diversify the revenue of the firm. The aggregate impact of this repositioning is shown on the right-hand side of the slide. You can see how the split of our AUM has evolved since we've had the balance sheet. In 2010, we were 72% private equity and 28% non-private equity. Today, the majority of our AUM is outside of private equity. The bottom right of the slide shows the picture on a fee basis. Not only are we seeing significant aggregate growth since 2010, but also a significant diversification of our fees across asset classes and activities in both AUM-related management fees and fees from our Capital Markets business. The balance sheet has allowed us to create and begin to scale virtually all of the businesses we've shown here, driving meaningful AUM and fee growth, diversifying our business and positioning us for further growth. Now, please take a look at page 9. We've also used the balance sheet to create a strategic partnership with another asset manager. Two years ago we acquired 24.9% of Marshall Wace and we expect to increase our ownership to 29.9% this year. The results of Marshall Wace and our other strategic investments show up in our AUM and fee results. As you can see on the left-hand side of the slide, Marshall Wace has significantly grown its assets, 57% growth over the last two years, from $22 billion to $34 billion. This growth results from capitalizing on its competitive advantages in systems, process and controls to generate strong investment performance. Marshall Wace is already a meaningful contributor to our AUM and fee-related earnings, and has made us a real player in the direct hedge fund space. As important, the team at Marshall Wace have been fantastic partners and are making us better investors and more thoughtful business builders. We mention this for a couple of reasons. First, we haven't talked in detail about Marshall Wace, and given its importance to us, we wanted everyone to know that it's going well. And second, it's a great example of us using the balance sheet to scale our AUM and fee earnings. Marshall Wace does not show up in our balance sheet investments or investment income, but it does show up in our AUM and fee related earnings, driving our fee growth and diversity. Finally, in addition to creating and scaling businesses and creating AUM and fee-enhancing partnerships, we've also used our balance sheet to facilitate new investments and capture more economics from those investments. For an illustration of this, please turn to page 10 of the deck. Earlier this month, we closed an infrastructure investment in Europe in a company called Q-Park, which is one of the largest parking operators in Europe. As you can see in this slide, this was a €3 billion transaction, requiring €1.8 billion of equity and €1.2 billion of debt. The process was competitive and being able to move quickly was a critical component of our success. The only challenge was that while the deal needed €1.8 billion of equity, our Infrastructure II fund is only $3 billion in total size. To keep the fund properly diversified, our team was comfortable with about a €300 million fund position, meaning we were €1.5 billion in equity short of what was required. With our balance sheet plus Capital Markets model, we were able to syndicate most of the excess equity to co-investors before signing, and we underwrote a portion of the debt as well, ultimately submitting a fully-financed offer that allowed us to prevail in the process. By using, our model we were able to lock down the entire deal quickly and win the asset for our Infrastructure II fund. We were able to have a pro forma board which is largely governed by us without other firms or third parties involved, in effect, we control the company. And we were able to deliver significant co-invest opportunity to our infrastructure investors, allowing us to highlight our strong sourcing capabilities and demonstrate that our infrastructure platform can support even larger fund sizes in the future. The model is powerful. It allowed us to move quickly and win the asset on behalf of our limited partners, while allowing the firm to create more economics for facilitating the transaction. None of this indicated equity or debt shows up in our AUM. But the fee economics are meaningful and the carry opportunity from owning the asset in the fund is significant. Part of the reason for our growth the last several years is that we're using this model of AUM, Capital Markets and balance sheet with greater effectiveness and frequency in multiple asset classes on a global basis. In effect, we're giving ourselves a competitive advantage by using our model more, which allows us to make more money from ideas we're pursuing and scale our businesses faster. In summary, our model is not just about investing more in what we do. That's part of our strategy. But the more significant part is that the model allows us to have a competitive advantage in the market by using our culture, capital and syndication capabilities to aggressively pursue investments we like, which allows us to generate better returns and more profit from every investment we make. In short, and as shown on page 11, we're growing rapidly and have real momentum. With that, we're happy to take your questions.