Welcome to the KKR's Third Quarter 2020 Earnings Conference Call. During today’s presentation, all parties will be in a listen-only mode. Following the management's prepared remarks, the conference will be opened for questions. [Operator Instructions] I would now hand the call over to Craig Larson, Head of Investor Relations for KKR. Craig, please go ahead.

Thank you, good morning everybody and welcome to our third quarter 2020 earnings call. I'm joined by Scott Nuttall, our Co-President and Co-COO; and also by Rob Lewin our CFO. We'd like to remind everyone that we'll be 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 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 like previous quarters, we've also posted a supplementary deck on our website that we'll be referring to over the course of the call. We've all experienced volatility and disruption in many ways in 2020 across the globe. So we continue to hope that everyone is safe and healthy. But in terms of KKR, and our results this quarter, we've continued to see strong performance really across all of our metrics. Turning to Page 2 of our supplement to begin, you can see that our key metrics are performing nicely. Looking at the upper left hand part of the page, assets under management came in at $234 billion, representing a 12% increase from a year ago. And as fundraising and capital deployment momentum continued, our management fees of the past 12 months as you can see by the chart in the right hand top right hand corner grew by 13% to $1.3 billion. Looking at the bottom left, you can see our book value per share. So a meaningful increase this quarter. This is by strong investment performance. In the third quarter, book value per share grew from $17.73 as of 6/30, the $20.26, up 14%, and more broadly is up 11% from $18.22 per share a…

Thanks a lot, Craig. And good morning, everyone. Similar to last quarter, I want to start off by focusing on our year-to-date performance. We've clearly experienced some market volatility in 2020. And we believe our results over the past nine months highlight both the resilience of our business model and the high level of execution by our global teams. I'm going to start with the right hand side of Page 3, focusing initially on three major drivers of our revenue. First, our management fees are up 13% this year. Our ability to realize carry through different market environments also remained strong, bringing our realized performance fees to just under $1 billion year-to-date. And finally, our balance sheet is continued to perform with realized investment income up 8% continuing to demonstrate the important contribution of this revenue stream towards our overall financial performance. In aggregate, our revenues are up 7% through the first nine months of the year. Moving through our expenses, compensation margin has remained at 40% through the year. In terms of non-compensation related expenses, we have been deliberately prudent with expense management in 2020, and have obviously benefited from the limited amount of travel and office related expenses this year. Year-to-date, our other operating expenses together with occupancy are down 4%, compared to this period last year, despite making some very meaningful investments across our platform. As a result, our distributable operating margins are up 100 basis points, while our total operating earnings are up 9%. In addition, our after tax DE per share of $1.28 for the nine months ended September 2020, compares favorably to $1.23 in the same period in 2019. It is important to note here, that we have completed our financing related to Global Atlantic in Q3, which has already started to burden our…

Thank you, Rob. And thank you everyone for joining our call today. All of us at KKR hope you and your families are happy, safe and healthy. Our numbers speak for themselves this quarter. So I'm going to be brief. From my seat, there are a handful of things I thought I would highlight. First, we have invested and committed $42 billion so far this year around the world and across strategies. We were prepared to lean into dislocation coming into the spring, and our preparedness has paid off. Second, investment performance has been strong. And we see more upside in the portfolio from here. Third, fundraising momentum has continued. In the first three quarters, we have raised $32 billion. And we have three more flagship funds and over 20 other strategies in or coming to market over the next 18 months. Fourth, our model is working with our combination of AUM capital markets and balance sheet we have multiple ways to win. We have always felt our model is resilient. One silver lining of this year has been an opportunity for that resilience to shine through. And fifth, the Global Atlantic acquisition is on track. And as you heard from Rob, GA is winning in the marketplace, and will be larger at closing than we had anticipated with multiple ways to grow from here. It has been a busy year, but we have a lot more ahead of us. And with that, we're happy to take your questions.

[Operator Instructions] Our first question is from William Katz with Citi.

Thank you very much for taking the question. I think you guys answer a little bit of it in some of your prepared commentary. But Scott just sort of wondering rather you guys want to maybe to sort of step back and update us around Vista management fee walk up as you see it another sort of quarter under your belt, just given sort of the outsized economics this quarter and your commentary on the Global Atlantic transaction?

Sure, thanks a lot, Bill. So nothing has changed in our view on management fee growth from here. We communicated a little bit while back that our expectation is that we'll be able to generate 50 plus percent management fee growth. On top of that, we believe there is an additional 200 plus million of net management fee that we would expect to generate from Global Atlantic. And so, I'd say we continue to be convicted on being able to achieve that.

Okay. And just a follow-up a big picture, maybe a little bit unanswerable today. But just to the extent that there will be any kind of shift in carried interest taxation. How might that impact the economics or the franchise either bottom line or from a sort of a comp perspective? And then the harder part is to the extent there is any kind of sort of administrative change next week. How might that influence institutional allocations and with the relative appeal of alternatives more broadly?

Sure, so as it relates to any changes or around carried interest taxation that won't have an impact on distributable earnings for us all forms of our income, our tax the same and so at the statutory rate. And as you know we benefit from a little bit of a tax step up that we had achieved at our C-Corp conversion, but other than that, any kind of new revenue that comes into the firm is taxed at the statutory rate all the same.

And Bill, just on the other parts of your question it’s Scott. So no impact on the DE, no impact on compensation or how we think about it and with respect to fundraising we do not expect any change in the tax code to have an impact. Remember a lot of the people that invest with us our tax exempts and regardless of what happens from a tax code standpoint. We believe the interest in alternatives will continue to grow.

Our next question is from Glenn Schorr with Evercore.

Thanks very much, wonder if you could talk a little bit more about alternative credit, you mentioned the performance and the stress is not the biggest piece. But I'm curious on what you see as temporary versus permanent impairments in that book and the outlook more importantly for distress. Because we keep thinking there is a good outlook but every time, every time it happens more stimulus comes and maybe you could tie in to dislocation fund what's going on in the distressed landscape? Thanks so much.

Yes, thanks a lot for the question Glenn, this is Rob, I'll start and I'm sure Scott will have some views here as well. I think the punch line is we continue to view a number of assets in our distressed portfolio that have taken some marks on an LTM basis quite favorably. And as you also know and you hit on this, we've shifted a number of our distressed oriented resources to our dislocation opportunity strategy. And an 8-week period and in spring, we raised $2.8 billion fund we have north of $4 billion of capital committed to that strategy and already through the first several months of that fund strategy. We either deployed or committed a little bit north of 40% of that fund already. And so, it's a big opportunity, we think for us and that's why we've diverted some of the team to be focused on those activities.

Yes, just - add on a couple of thoughts, Glenn. So first, we feel good about the underlying portfolio, we think a bunch of those marks are going to come back. Secondly, when you look at the page in the deck that shows kind of the LTM period, it's important to keep in mind that the convention in terms of how that page is put together means that what's dragging that number down is our Special Sits II fund, which is all of $2.1 billion of fair value and its $73 billion credit business. So our perspective is - a lot of that is going to come back over time and it's a very small part of the overall business and credit as a whole continues to perform. I think perhaps to your market opportunity question. We do think that there is going to continue to be an interesting opportunity, but what it's going to require is to be really nimble and kind of flexible as to how you deploy capital and that's why to your point we raised a dislocation vehicle, incentive vehicles. They have the ability to invest across asset classes. So we're investing not only in traditional distressed, but traded markets, real estate credit, corporate credit you got to be able to move quickly and actually some of the early investments we made there. We've already monetized. So I think you should expect us to continue to scale that dislocation platform over time. But that's how we're thinking about it. Its first control for just - control distress, then it is just being able to move quickly.

Our next question is from Alex Blostein with Goldman Sachs.

Great thanks, good morning, everybody. Thanks for the question. I was hoping you could talk a little bit about deployment dynamics and the implications that might have on both the fundraising and the capital markets business. So from what we could see, you guys have been quite active and the pipeline of deployment, just I guess and some of the public data looks really strong coming up? So I guess what does it mean for sort of timing of North America up 13, the next infra fund or the next European fund in terms of both kind of fundraising and when those fees could ultimately come online. And then I guess secondly, the outlook for the transaction revenues albeit I guess kind of lumpy and hard to predict, but just from a trajectory perspective, given the strong deployment pipeline, how should we think about that over the next 12 months? Thanks.

Alex, it's Craig, why don't I give a beginning part answer there as it relates to deployment, and then as well as fundraising and then Scott and Rob may want to add on. I think you're right as it relates to deployment it's been a really busy period for us as you heard from Rob, private markets in particular in the third quarter was a really healthy figure for us. I think that reflects a number of things. One, the overall growing platforms for us certainly also reflects the decisions that we had to lean into dislocation earlier in the year. As Rob had mentioned, the activity that closed in Q3, largely reflects transactions that were announced in the spring. And I think the third thing you see, reflects the geographic breadth that we have in our presence in Asia. Asia within private equity was a business busiest geography for us deployment wise in PE in the quarter as well as year-to-date. And as you'll remember, we do run a very localized model in Asia. So I think as it - that approach is very helpful for us, as it relates to sourcing and executing opportunities. I do think as it relates to fundraising the main dynamic is that things are on track. So as, it relates to the three additional flagship funds for us in addition to the fundraising continued for our Asia private equity strategy. And then when you layer on the 20 plus additional strategies. As we look forward, I think everything is on pace for us. And important in that is only 25% of those strategies that we see coming to market our first time for us. So I think, we have predecessors that are performing and real benefits as it relates to maturation. I do think as it relates to that overall deployment dynamic. One of the things that is correct that as it relates to accelerated deployment finding attractive risk reward, if anything that can move the overall timing as we try and think things more forward. But the overall message is one that we're on pace.

Alex, it's Rob maybe a couple of points to add on. In terms of the geographic breadth of our deployment, as we've looked at where we're likely to wind up in the year from a private equity perspective, it's actually close to a third, a third, a third, Americas, Europe and Asia in terms of deployment. And so that's really that geographic breadth and diversification has really helped us be able to lean into different opportunities on a global basis. Then, as it relates to the second part of your question, in terms of the impact this can have on transaction fees. Our pipeline remains healthy for investment, the remainder of the year of course, we got a couple months left in 2020. And some of the deals in our pipeline might slip to Q1. So it's a little bit hard to predict our transaction fees for the quarter, but certainly our deployment levels have helped those figures on a year-to-date basis. And if our deployment continues to be robust over the coming quarters, then you should see a similar level of transaction fees play out.

Our next question is from Jeremy Campbell with Barclays.

Just quick point of clarification before I ask the question, relative to the $200 million plus fee revenue opportunity from Global Atlantic you guys highlighted back in the summertime. Just curious if these recent block deals were baked into that or incremental to that?

The short answer Jeremy is they're incremental to that.

And then, I guess bigger picture on Global Atlantic. Can you remind us what the typical organic growth looks like? I think the summer slide deck is something like $9 billion, and then maybe how you envision the growth algorithm going forward between organic flow and inorganic blocks?

Yes sure Jeremy, it’s Scott, I'll take that. So, I think the way to think about it is Global Atlantic, in our view, is just multiple ways to grow. So there is the retail business where they have relationships with over 200 banks and broker dealers. There is the institutional business and it's really although it could be thought of as organic or in organic I suppose. There is a lot of aspects of that that are fairly recurring and somewhat predictable. For example, they have flow reinsurance arrangements with a number of counterparties. There in the pension risk transfer business. And then on top of that, you've got these reinsurance blocks that you referenced, that although they are transaction like, there is actually been a very steady stream and that’s a very consistent flow for the business over the last several years. So there is opportunities to grow from what they've done - group that together, and we call the institutional business. And then third, there is potential acquisitions of other companies, which is truly the inorganic. As you can see from the slide deck from July, the company has by virtue of really that retail and institutional approach grown quite significantly and a very steady pace over time. I think with the addition of, hopefully, our help in terms of access to capital and investment returns. Our expectation is that we can continue to see attractive growth. We're not going to put out a forecast per se, but we're happy to share with you what we're seeing over time. And as you've noted, we do expect to be larger at closing than we had expected, partially because the organic growth frankly has been better than we thought on the retail channel so far. And the blocks are on top of that, but we'll keep you updated along the way.

Our next question is from Patrick Davitt with Autonomous Research.

You mentioned the Epicor sale which looks fairly punchy. So could you just give us an update on kind of the announced pipeline of carry and investment income as it sits right now?

Yes sure, hi Patrick it's Rob. And just to clarify, that was - that Craig mentioned was a dividend for Epicor in Q3, the announced sale closing in Q4, which I could lead in to your question. So as it relates to Q4 revenue, as of now we have more than $250 million of performance and balance sheet revenue that we've got line of sight on. And so this is from deals that are already closed or have been signed up and we expect to close as well as from booked incentive fee that have already been crystallized. And so, we're only one month into the quarter. And hopefully, we'll have some things break in our direction, November and December to elevate that number, but our line of sales by 250, a little bit north of 250 right now, which is similar to where we were at this point last quarter.

Our next question is from Mike Carrier with Bank of America.

Thanks for taking the question. Just given the strength given in private equity, on the performance side just wanted to get maybe some color on what you're seeing maybe across some of the different industries regions, because it was obviously pretty broad based. But when we look at obviously the economic activity, it's pretty kind of start difference. So just any color in terms of what the drivers and - is this broad based as it looks? Thanks.

Mike it’s Craig. Why don't I start and Scott may add in. I think the answers are really situation specific so, businesses that are in troubled sectors or have seen real impacts from COVID. Obviously, you see that, I think on the flip side, we have seen real strength in companies focused in areas that have been given tailwinds from COVID. So that's ecommerce, gaming, mobile gaming, software, housing related themes, health and wellness and the like. And I think given the conviction that we've had around several of those themes, we were better positions as a result of that. And so that's really what you see across the performance statistics for the year. And I think it is worth, mentioning Asia again as part of that, as we've a large business in Asia in our geographic focus again it's helped. It helped us learn in the spring, as these economies recovered first. And currently, it should help as most Asian economies haven't seen the recent spike in COVID trends that we've seen across several states in the U.S. and European countries.

Yes Mike, the only thing I'd add, just put some numbers around that. So just to give you a sense - it really is about portfolio construction. And the fact that we've been focused to Craig's point on a number of investment themes for the last several years that we think have long-term durability. And that actually the pandemic has probably accelerated the development of those themes. So big part of the answer to your question, why you're seeing the performance is we've been meaningfully underweight. The sector has most dramatically impacted. So if you aggregate, hotels and leisure, retail and energy, it's a sum total of about 8% of our total exposure, even within real estate. It's a very small piece in the hotel side. So we've had very little exposure to the most impacted sectors. And we all can tell from the markets, it's a really bifurcated story. Where we have been more exposed – has been tech media telecom to Craig's point that's been 25%. So where we've had our exposure, and then Asia has been, about a third of our total PE portfolio 30% or so. So the answer really is around portfolio construction, and leading into these themes that we think are just being accelerated.

Our next question is from Gerry O'Hara with Jefferies.

My question is sort of runs balance sheet and the allocations there so clearly that the allocation is certainly kind of changed with the addition of global pandemic. I think in the past, you talked about kind of diversifying the exposure across asset classes. But perhaps you can give us an update on how you're thinking about that post insurance assets coming into the mix or if that's even really a focus right now?

Gerry, it's Rob. Thanks for the question. And so Global [indiscernible] are the largest single investment in our balance sheet, it's not going to show up in our investment table, per se since it's really going to be a consolidated operating asset of KKR’s like our other operating businesses. In terms of diversification of our balance sheet holdings you look at the chart in our earnings release. And while it does show about 70% exposure, private equity, inside of that, we've got meaningful exposure to core private equity it’s about 20% of our portfolio a little bit north of that today – on a growing exposure, growth equity. And so, we do certainly want to have a greater exposure to these types of assets on our balance sheet, and I wouldn't expect, dramatic changes from here around how we've allocated our balance sheet to-date.

Our next question is from Chris Kotowski with Oppenheimer.

Yes, good morning thank you. I know these numbers bounce around quite a bit. But normally, your realized carry is like four or five times the level of realized balance sheet gains. And this quarter, they were almost equal. And I'm just wondering, is that – did that I was trying to figure out where that came from and why that is? And should we expect to see a kind of shift towards more realizations in the coming quarters?

Hey, Chris, thanks for the question. No, I don't think that's a fundamental shift. I think that's just looking one quarter time, we had meaningful balance sheet realization through – our stake in the Hut Group, and while that was invested across our broader platform, it was certainly weighted towards our balance sheet. And so, I would not expect this to be necessarily a trend on a go forward basis. At least in the near term as our balance sheet continues the evolution into one that is going to be compounding in nature at some point in time in the future. As we've completed, I would say that evolution of moving from a balance sheet that is generating cash to one that is compounding over time, that compounded balance sheet will mature to the point where it's generating meaningfully more cash. But that's sort of in the next stage of our growth profile here for the foreseeable future. I think the expectation would continue to be carried – be it elevated gains to balance sheet income.

Okay, great.

That’s a segment I would add it's always felt to me like we have multiple ways to win and this was a quarter where I think you're right investment income and balance sheet performance contributed to DE while we still saw significant book value compounding. And capital markets in addition had a very strong quarter so it's always – we've talked about how we think the business model is really wonderfully resilient. And I think – this quarter those items were both great examples.

Yes and then I was also curious, if you can discuss it. Just why the odd kind of like two part exit from Epicor are with first the dividend recap and then a sale process, is that tax driven or if you are going to sell something, why would one to do a dividend recap immediately in front of that?

Chris and it was not tax driven and without commenting too much any specific situation, we were able to get something done that drove liquidity back to the firm with a capital structure that was portable for a new buyer. And it just so happened that we were able to exit it a couple months later on so there is nothing that was specifically unusual, about that transaction.

Our next question is from Chris Harris with Wells Fargo.

So with the news out there that Aries is bidding for A&P. I was hoping you could give us your updated thoughts on how you guys are thinking about M&A at this point. Are you open to deals, are you looking at deals or is the main focus right now primarily Global Atlantic?

Chris it’s Scott, thanks for the question. We do have a lot of work to do on the Global Atlantic front, but the answer to your question as we continue to look for new opportunities. You know the bar remains very high, but we were continued to focus on some of the areas we talked about in the past, growth areas for us, like real estate, some of the other kind of adjacent parts of the space around well as secondary's or co-invest. And then over time, you should continue to expect us to be thinking about through and with Global Atlantic whether this more things to do in insurance. So we're continuing to look, and we'll keep you posted, but we're definitely still out there.

Our next question is from Robert Lee with KBW.

I'm just curious - actually I questioned Marshall Wace. I know there is a slide in your Investor Deck from September that shows pretty phenomenal growth. Can you maybe just update us on maybe what its contribution was this quarter, and is there still kind of how you're working with them. And then maybe there's still an opportunity for you to increase your stake in Marshall Wace?

Rob, I'll take the first part of that, and I think Scott going to take how we're working together. So our punch line is, the business is performing very well north of $45 billion of AUM today. We have a 40% share in that. And you're seeing that flow through our financial results in a couple of ways. Through most of the year, you're seeing it flow through on our pro rata share of management fees. What you'll see and a little bit of incentive fees along the way, their performance year end is the end of September. And so what you'll see in our financials in Q4 is an elevated level of incentive fees, which is our pro rata share of Marshall Wace incentive fees. And that was in the 250 plus million number that I gave earlier on this call around our pipeline of visibility.

The only thing I would add Rob, is and thanks for the comment. I think, the Marshall Wace management team has done a fantastic job growing the business navigating this environment and continuing to grow the firm. We have continued to work together on a number of different fronts. But it's just been a great partnership and it's been satisfying in terms of the discussions we have about markets and continue to explore ways to do more strategically together. But, it's also been a partnership through which, it's had a very nice economic return for the investment that we've made off the balance sheet. In terms of the question about raising the stake, the initial phase of the transaction was for us to invest 24.9% that as scheduled went up to where we are now, which is about 40%. There's no near term plan to change that, that may always change over time.

And then maybe just a follow-up question. I guess you can have a conference call that ESG coming up I guess. But, and thinking about you had the announcement today about in India, the [indiscernible] platform you had your impact on. But just more broadly, how do you think of, the firm's positioning to whether it's - or how are you incorporating some of the principles within kind of within your strategies? And on the private investment side, private equity side, you feel like - it’s more important or similar to what you're seeing on the public investment side in terms of LPs really focusing on those capabilities and how you're incorporating into your process?

Bob, its Craig Larson, I think there are two things to understand first, we as a firm have been focused on ESG since 2008. So at this point, we have over a decade of experience in driving and protecting value through ESG management. And we believe we've established ourselves as a clear leader in these areas. And what it means at this point is within our firm like ESG considerations are integrated within the decision making that's taking place every day within our deal teams and our investment committees on a global basis. So these are one off items, one off projects is part of the mindset of our teams as we evaluate opportunities, and look to execute and create value. And I think the second point is really, as a result of all of this work. We were finding good investment opportunities through the work that everyone was doing but there were cases when we didn't have a home for these investments. So you're right, we've created a business around this. That's our impact business. That's a strategy that's focused on opportunities to generate private equity like returns while driving positive impact at the same time. That's the opportunity. Though, earlier this year, we held our final close, I think it was February on our impact funds. And we're off to a very good start. And I think as it relates to trends and dynamics from a public shareholder standpoint, from an LP standpoint, et cetera. All these considerations and dynamics are only increasing I think in importance and increasing in terms of focus from third party constituents, consistent with what I expect you're hearing from others.

Our next question is from Mike Cyprys with Morgan Stanley.

I wanted to follow-up on the strong investment returns that you guys posted today and touched on earlier. I was just hoping you could elaborate a bit more on your views on the investment return outlook on both the existing investments there that are in the ground, and also the new capital that you're putting to work today. In terms of what sort of returns are you expecting to generate across the different types of strategies that you're managing? And how is the attribution of those returns evolving?

Mike, it’s Scott. Thanks for question. Look, I think the short answer to the first part of the question is that we continue to see a lot of upside in the portfolio. And as you can tell from the amount of deployment we've had this year $42 billion in total terms of closed and announced transactions, we've been deploying more capital into those investment themes that we think have a lot of legs. So the opportunity to continue to generate attractive returns from here we think is very attractive. We believe that it's, you know, going to continue to be driven by having the exposures to the parts of the economy globally, where we see those long-term trends playing out. And we think our globality is going to help. The fact to Rob's point that the deployments and about a third, a third, a third, U.S., Europe, Asia we think also will help the returns to a go forward basis. And most investors, I think look at us and how we're performing relative to the public markets, when they look at our private markets returns. And that's, I think our expectation is, we can continue to outperform nicely, and hopefully meet and beat their hurdles. And in terms of the go forward opportunity, we continue to stay focused on a number of those themes, and continue to involve them all the time. And it kind of the meta level, there's the investment themes. But the other thing we probably should talk about more on these calls is our growing real assets businesses, where we are seeing real opportunities to invest in real assets with yield. And that's part of the reason you're seeing such growth in our infrastructure, and real estate businesses in particular.

Our next question is a follow-up from Patrick Davitt with Autonomous Research.

Thanks for the follow-up. I have a quick follow-up on the tax question. I think, obviously, public shareholders the changes - towards the change in the corporate rate that impacts us, but as you think about a potential change in the capital gains tax rate, would that cause any kind of rethink of how the balance sheet growth strategy works for you kind of internally or not?

No change in how we would - short answer no change and how we would evaluate opportunities in our balance sheet strategy.

And we have a follow-up question for Mike Cyprys with Morgan Stanley.

Thanks for taking the follow-up. I just wanted to ask about the balance sheet, if you guys gave are able to share with us the amount of capital that was deployed off the balance sheet in the quarter and also how much was monetized from the balance sheet? Thanks.

Yes, sure. No problem. In the quarter, we deployed a little bit more than $800 million of capital to balance sheet and we realized about $360 million.

Ladies and gentlemen, we've reached the end of the question-and-answer session. I would like to turn the call back to Craig Larson for closing remarks.

Just would like to thank everybody for joining us. If you have any follow-ups, we look forward to following up with you directly, please reach out directly. And thank you once again. Bye, bye.

Thank you. This concludes today's conference. Thank you for your participation. You may disconnect your lines at this time.