Operator
Operator
Ladies and gentlemen, thank you for standing by. Welcome to KKR's First Quarter 2018 Earnings Conference Call. During today's presentation, all parties will be in a listen-only mode. Following management's prepared remarks, the conference will be open for your questions. And as a reminder, today's call is being recorded. I would now like to hand the call over to Craig Larson, Head of Investor Relations for KKR. Craig, please go ahead. Craig Larson - KKR & Co. LP: Thanks, Amanda. Welcome to our first quarter 2018 earnings call. Thank you, everyone, 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, which is available on the Investor Center section at kkr.com. This call will also contain forward-looking statements which do not guarantee future events or performance. So, please refer to our SEC filings for cautionary factors related to these statements. And importantly, like previous quarters, we've posted a supplementary presentation on our website that we'll be referring to over the course of the call. As you've likely seen in the press release, we've announced a change in our corporate structure from a partnership to a corporation effective July 1 of this year. On the call this morning, Scott will first walk you through the rationale behind the conversion and changes being made in conjunction with the conversion. Bill is then going to go through some details related to the transaction. And then, Bill and I will review our results for the first quarter of the year. And with that, I'll turn it over to Scott. Scott C. Nuttall - KKR & Co. LP: Thanks, Craig, and thanks, everybody, for being on our call today. I'm going to spend a few minutes on what we're doing and why. And because we think it is easy to overcomplicate these topics, I'm going to be brief. We like our strategy and our business model. We've been growing rapidly and we're generating attractive returns. Our stock price, however, has not performed in line with our fundamental performance. So we asked ourselves why. After a number of conversations internally and with many of you over the last couple of years, the answer became fairly simple. Our stock has been too challenging to buy and too challenging to own. So many investors go elsewhere. So we've decided to make a number of changes to address those two challenges. In short, we want to be easier to buy and easier to own. I'm on page 2 of the supplement. To become easier to buy, we're converting to a corporation. There are some technical things to do and we expect to be a C-Corp starting July 1. That means no more K-1s. It also means we'll be eligible for more ETFs and indices. We'll also be paying a dividend like any other company. Following the conversion, we expect to set the dividend at $0.50 per share per year, or about a 2.3% yield on our stock based on the current unit price. We expect to grow this dividend over time with performance and we'll revisit the level annually. We believe by being a C-Corp with a yield above the broader market, we should be easy to buy for a large percentage of the buying universe. To become easier to own, we're making three other changes. The main theme, as you will hear, is simplification. First, we're going to simplify the way we talk about ourselves and our results. Historically, in our effort to be helpful, we believe we have given out too many metrics, so many that it may have been hard to know what matters most. From our standpoint in running the business day to day, there are four metrics that really matter: AUM; management fees; total distributable earnings, which we will define as DE less equity-based compensation; and book value per share, which reflects the mark-to-market of our balance sheet and our portfolio. So, we're going to talk about those four metrics going forward. Page 3 shows what our results have looked like through that lens. This means we will not be discussing ENI going forward. ENI will show up in our book value per share, which will reflect our accrued carry and the marks on our balance sheet just as it does today, and it will be included in our 10-Ks and 10-Qs, but we will not be highlighting it on these calls. Instead, we will be focused on total distributable earnings, which is really our realized earnings. We get paid from our underlying fund investors and we pay our people when we generate cash outcomes. We do not get paid carry based on mark-to-market. We want the profit metric we discuss with you to be consistent with how we get paid by our fund investors and how we pay our people, hence, the focus on DE. We will also be discussing our AUM, our management fees, our returns in our funds, and our book value per share on a mark-to-market basis, all of which will reflect how our investments are performing and which are important drivers as you can consider the trajectory of distributable earnings. Second, we're going to give you DE detail through a quarter. We will periodically share with you what we have sold and the impact on that quarter's distributable earnings. We hope that will make DE easier to model. We know we have a lot going on and can be hard to cover. We want to do everything we can to fix that. This should result in fewer surprises and make us easier to understand. Third, we're going to simplify the way we talk about and accrue our compensation. Our approach today is complicated. We have a compensation ratio on fees, a separate compensation ratio on carry, plus stock grants and no explicit compensation attributed to balance sheet performance. So we're going to simplify compensation as well. In normal environments, we expect the compensation load in the low 40s as a percentage of total segment revenues, comprised of fees, realized carry and realized balance sheet income. This compensation ratio will include equity-based comp for our employees. Low 40s as a percentage of total segment revenues is about where we have been historically, so no overall change in compensation relative to where we have been. For example, in 2017 on this basis, we were at 42%. The new approach will be easier to model and discuss together. And over time, as we continue to scale, we expect this compensation ratio to come down. This should help you understand how to think about our compensation, which is by far our biggest expense, and we'll tie it to how we discuss and report DE. And as part of all this, we're also increasing our buyback program so that we're authorized to repurchase up to $500 million of our shares. We expect to use the buyback to help keep our share count stable and offset compensation-related equity grants. So, in summary, we're making the following changes: C-Corp conversion with a $0.50 annual dividend that we expect to grow over time; simplified reporting with a focus on AUM, management fees, total distributable earnings and book value per share; DE detail through a quarter; a simplified compensation accrual; and a larger buyback program. We have a great business culture and team. Our intention with all of the changes we're announcing today is to make us easier to understand, buy and own, so that over time our stock reflects that. And with that, I'm going to turn it over to Bill. William J. Janetschek - KKR & Co. LP: Thanks, Scott. I'm going to start by walking through some of the details related to the conversion. I'm on page 4 of the supplement. As Scott mentioned, the conversion is going to become effective July 1 and is structured to be a tax-free transaction. Our last day tax as a partnership will be June 30 and K-1s will be issued for the period January 1 through June 30. There will be one final distribution of $0.17 per common unit related to the second quarter that will be paid in mid-August. Starting in the third quarter, we expect to pay dividends totaling $0.50 annually per share. And instead of a scheduled K-1, shareholders will receive a Form 1099. In terms of the financial impact of the conversion, our fee-related earnings are, for the most part, already taxed at a corporate tax rate. So the change in our structure will impact our carried interest and investment income and whether these income streams are taxed at the corporate or unitholder level. To try to help frame the numbers, we expect our effective tax rate on distributable earnings to increase over time from 7% today to approximately 22% over the next five years. These estimates are based on assumptions described on page 14 of the supplemental deck. The lower tax rate we expect for the first few years is due to conversion creating a partial step-up in our balance sheet assets and accrued carry that will be realized as those assets are sold. In addition, we expect the conversion to create some goodwill which reduces cash taxes as it is amortized over 15 years. Finally, to effect all the changes that we discussed, you are going to see a couple of other items, both related to tax planning around the conversion to a C-Corp, neither has any meaningful economic impact on our company. First, in the second quarter, we expect to realize for DE purposes approximately $650 million of losses from some legacy balance sheet investments. These are largely old credit and energy investments that have already been mark-to-market through ENI and book value per share. Our definition of DE includes all realized gains and losses, and although these investments were marked down already, the losses have not yet been realized for tax purposes. We are realizing these losses prior to the conversion. To be clear, this has zero impact on our actual cash flow, book value per share or ENI, but it will save our unitholders' cash taxes that they currently pay on flow through income as we are still a partnership for the second quarter. The second change relates to a filing that you'd see in mid-May related to some of our senior management shares in the company. As part of the conversion to C-Corp, there is an opportunity for our management team to give shares to charitable (12:45) vehicles with an advantageous tax consequence. All proceeds from the ultimate sale of these shares will go to charity over time. Approximately 20 million shares are being earmarked for donation by our executive officers. This transfer will trigger a Form 4 filing in mid-May, so we don't want you to be surprised. Essentially, our management team is planning to give $400 million worth of shares based on our current unit price to charity over time. This transfer will happen prior to the conversion and we will have to make an SEC filing to report it, but none of these shares will be sold into the market in the near term. And to be clear, we have no near-term plans for the company to offer any primary shares. So let me repeat this, in mid-May, you will see a Form 4 filing for 20 million shares that will be donated to charity over time. None of these shares are being sold. None of the executive officers are selling shares anytime soon, and the company is not planning to offer any primary shares. Page 5 summarizes the key takeaways from changes we've announced today. We believe that these changes will make us easier to understand, buy and own. And one other announcement before I discuss first quarter results, we are going to be hosting an Investor Day on July 9 in New York. So, we will get back to you soon with details. Shifting gears, let's turn to page 7 of the supplement and review this quarter's results. We reported after-tax distributable earnings of $304 million for the quarter, or $0.37 on a per adjusted unit basis. And over the trailing 12 months, after-tax DE came in at $1.5 billion or $1.85 per adjusted unit. First quarter and trailing 12-month after-tax economic net income was $365 million and $1.8 billion, which translates into $0.42 and $2.15 of after-tax ENI per unit, respectively. Management fees for the quarter were up 21% on a year-over-year basis, contributing to another strong fee-related earnings quarter with $223 million of fee-related earnings. That brings LTM fee-related earnings to $868 million, up over 40% from the comparable prior period. Continued strong performance within capital markets was a key driver. In terms of other metrics we track closely, we experienced growth in both AUM and fee-paying AUM, as well as book value per unit, all of which were up nicely on both a quarter-over-quarter and year-over-year basis. We continue to believe that our overall performance is ultimately driven by the five things that we need to do well: generate investment performance, raise capital, find attractive new investments, monetize existing investments, and use our model to capture more economics from everything that we do. Craig will now touch on all five of these drivers. Craig? Craig Larson - KKR & Co. LP: Thanks, Bill. In terms of investment performance, let's start there. Please take a look at page 8 of the supplement that profiles our performance on an LTM basis across our flagship funds. In private equity, our three flagship funds appreciated 24% on a blended basis, that's approximately 1,000 basis points ahead of the S&P 500 and the MSCI World Indices over this timeframe. Our real asset strategies are performing as well, with our more mature Real Estate, Infrastructure, and Energy flagship funds up 10%, 20% and 13%, respectively. And in credit, we saw strong performance in our Mezzanine and Special Sits II funds in particular. The HFRX Special Sits Index has declined over the last 12 months compared to the plus 9% figure for Special Sits II you see on page 8, and our Mezz fund has appreciated 30% over the trailing 12 months. And in terms of our balance sheet, the investment portfolio was up 3% in the quarter, and it's up 10% on an LTM basis. Turning to fundraising, in the first quarter, we raised $11 billion of new capital and over the trailing 12 months have raised over $40 billion of new capital. The largest contributor this quarter was our infrastructure strategy where we raised an initial $6 billion in connection with our next flagship infrastructure fund. This is a great example of a platform that's continued to scale. The $6 billion we've raised is already two times the size of our most recent infra fund in a strategy where we see continued long-term secular growth opportunities. In public markets, inflows from our strategic partnerships as well as a number of leverage credit SMAs were the key contributors. This quarter's figures do not reflect the impact of the FS transaction which closed on April 9, and that's going to result in over $13 billion of additional fee-paying AUM in next quarter's results. Also, capital inflows in the quarter contributed to $59 billion of dry powder at quarter end, which is up from Q4 despite a healthy level of deployment of activity. And we have $25 billion of capital commitments that become fee-paying on an as-invested basis at a weighted average rate of approximately 100 basis points. Shifting to new investments, we invested $3.7 billion across businesses and geographies in the first quarter. Private markets deployment was $2.4 billion, anchored by a sizable investment out of our core strategy. And we're also active in Asia private equity with approximately $900 million invested across a number of opportunities. In public markets, we invested $1.4 billion, coming primarily from investments made both in direct lending as well as in special sits. Moving to monetizations, we've continued to see a healthy level of exit activity across our private equity business. For the quarter, we completed a number of secondaries which coupled with several strategic sales resulted in over $200 million in cash carry in Q1. On a blended basis, the PE exits were done at approximately two times our cost. As Scott mentioned, we will give additional DE detail through the quarter. As we stand here today, the after-tax DE impact of monetizations that are closed or that we expect to close in the second quarter is approximately $250 million or $0.30 per distributable unit. And finally, 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. Our capital markets business has continued to remain active to start the year. In Q1, the team executed approximately 50 transactions, and activity was broad-based. Approximately 80% of activity was debt-related with the largest revenue components coming from financings related to our investments in Air Medical as well as PetVet. Page 9 of the supplement summarizes our core fundamentals across the five categories that Bill mentioned earlier. The power of our model is again evident in our results, and we're pleased with the progress and the momentum we're seeing across the firm. And with that, we're ready for your questions. Since the number of people in the queue is actually pretty sizable, we'd ask that you limit yourself to one question as well as a follow-up, if necessary, and then return to the queue if there are any other items that would be helpful for us to address. And with that, Amanda, we're ready for the first question.