UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017~~

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER:814-00757

FS ~~Investment Corporation~~KKR Capital Corp.

(Exact name of registrant as specified in its charter)


Maryland		26-1630040
(State of Incorporation)		(I.R.S. Employer Identification Number)

201 Rouse Boulevard

Philadelphia, Pennsylvania

19112

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:(215) 495-1150

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☐ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company or an emerging growth company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer,” ~~“large accelerated filer”~~“smaller reporting company” and ~~“smaller reporting~~“emerging growth company” inRule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒.

Securities registered pursuant to Section 12(b) of the Act.

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.001

FSK

New York Stock Exchange

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

There were ~~245,725,416~~509,072,685 shares of the registrant’s common stock outstanding as of November ~~8, 2017.~~

6, 2019.

TABLE OF CONTENTS


			Page
PART I—FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS		~~FINANCIAL STATEMENTS~~			1

	Consolidated Balance Sheets as of September 30, ~~2017~~2019 (Unaudited) and December 31, ~~2016~~2018			1

	Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018			2

	Unaudited Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018			3

	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2017~~2019 and ~~2016~~2018			4

	Consolidated Schedules of Investments as of September 30, ~~2017~~2019 (Unaudited) and December 31, ~~2016~~2018			15
		5
	Notes to Unaudited Consolidated Financial Statements			24

~~ITEM 2.~~	35
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			48	70

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			64

~~ITEM 4.~~	84
ITEM 4.	CONTROLS AND PROCEDURES			65	85

PART II—OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		~~LEGAL PROCEEDINGS~~86
ITEM 1A.		66

~~ITEM 1A.~~RISK FACTORS	~~RISK FACTORS~~86
ITEM 2.		66

~~ITEM 2.~~	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			66

~~ITEM 3.~~	86
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES			66

~~ITEM 4.~~	86
ITEM 4.	MINE SAFETY DISCLOSURES			66

~~ITEM 5.~~	86
ITEM 5.	OTHER INFORMATION			66

~~ITEM 6.~~	~~EXHIBITS~~86
ITEM 6.		67 EXHIBITS
		87
	SIGNATURES			69	89

PART I—FINANCIAL INFORMATION

~~Item 1. Financial~~

~~Statements.~~

~~FS Investment Corporation~~

Item 1. Financial Statements.

FS KKR Capital Corp.

Consolidated Balance Sheets

(in ~~thousands,~~millions, except share and per share amounts)


	September 30, 2017 (Unaudited)			December 31, 2016			September 30, 2019 (Unaudited)			December 31, 2018
Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost—$3,514,012 and $3,509,899, respectively)	$	3,594,686		$	3,440,951
Non-controlled/affiliated investments (amortized cost—$173,626 and $153,167, respectively)		222,275			202,795
Controlled/affiliated investments (amortized cost—$85,201 and $80,874, respectively)		94,438			83,070
Non-controlled/unaffiliated investments (amortized cost—$6,009 and $6,457, respectively)							$	5,715		$	6,217
Non-controlled/affiliated investments (amortized cost—$598 and $382, respectively)								636			358
Controlled/affiliated investments (amortized cost—$979 and $917, respectively)								867			812

Total investments, at fair value (amortized cost—$3,772,839 and $3,743,940, respectively)		3,911,399			3,726,816
Total investments, at fair value (amortized cost—$7,586 and $7,756, respectively)							$	7,218		$	7,387
Cash		176,445			264,594			115			101
Foreign currency, at fair value (cost—$2,451 and $4, respectively)		2,546			4
Foreign currency, at fair value (cost—$11 and $3, respectively)								11			3
Receivable for investments sold and repaid		1,896			75,921			328			144
Income receivable		38,811			36,106			84			60
Unrealized appreciation on foreign currency forward contracts								9			3
Deferred financing costs		3,712			5,828			6			6
Prepaid expenses and other assets		654			802			3			1

Total assets	$	4,135,463		$	4,110,071		$	7,774		$	7,705


Liabilities
Payable for investments purchased	$	606		$	5,748		$	71		$	6
Credit facilities payable (net of deferred financing costs of $3,461 and $0, respectively)⁽¹⁾		637,669			619,932
Unsecured notes payable (net of deferred financing costs of $1,563 and $1,884, respectively)⁽¹⁾		1,072,714			1,070,701
Secured borrowing, at fair value (amortized proceeds of $2,835 and $2,831, respectively)⁽¹⁾		2,891			2,880
Debt (net of deferred financing costs of $9 and $3, respectively)⁽¹⁾								3,508			3,391
Unrealized depreciation on swap contracts								1			16
Unrealized depreciation on foreign currency forward contracts								0			0
Stockholder distributions payable		54,733			54,364			98			45
Management fees payable		18,038			18,022			28			20
Subordinated income incentive fees payable⁽²⁾		12,662			12,885			8			14
Administrative services expense payable		495			516			4			1
Interest payable		17,463			20,144			29			28
Directors’ fees payable		267			281			0			0
Other accrued expenses and liabilities		1,232			7,221			3			18

Total liabilities		1,818,770			1,812,694			3,750			3,539

Commitments and contingencies⁽³⁾		—			—

Stockholders’ equity
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding		—			—			—			—
Common stock, $0.001 par value, 450,000,000 shares authorized, 245,725,416 and 244,063,357 shares issued and outstanding, respectively		246			244
Common stock, $0.001 par value, 750,000,000 shares authorized, 512,262,372 and 531,478,739 shares issued and outstanding, respectively								1			1
Capital in excess of par value		2,276,946			2,261,040			4,117			4,235
Accumulated undistributed net realized gain/loss on investments and gain/loss on foreign currency⁽⁴⁾		(237,493	)		(104,274	)
Accumulated undistributed (distributions in excess of) net investment income⁽⁴⁾		133,899			148,026
Net unrealized appreciation (depreciation) on investments and secured borrowing and unrealized gain/loss on foreign currency		143,095			(7,659	)
Retained earnings (accumulated deficit)⁽⁴⁾								(94	)		(70	)

Total stockholders’ equity		2,316,693			2,297,377			4,024			4,166

Total liabilities and stockholders’ equity	$	4,135,463		$	4,110,071		$	7,774		$	7,705

Net asset value per share of common stock at period end	$	9.43		$	9.41		$	7.86		$	7.84

(1)	See Note 89 for a discussion of the Company’s financing arrangements.

(2)	See Note 2 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fees.

(3)	See Note 910 for a discussion of the Company’s commitments and contingencies.

(4)	See Note 5 for a discussion of the sources of distributions paid by the Company.

See notes to unaudited consolidated financial statements.

~~FS Investment Corporation~~

FS KKR Capital Corp.

Unaudited Consolidated Statements of Operations

(in ~~thousands,~~millions, except share and per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,						Nine Months Ended September 30,
	2017		2016		2017		2016		2019			2018			2019			2018
Investment income
Fromnon-controlled/unaffiliated investments:
Interest income	$	82,349	$	86,569	$	230,115	$	264,717	$	153		$	73		$	451		$	226
Paid-in-kind interest income		8,430		6,811		22,899		20,434		7			10			23			27
Fee income		5,005		4,214		34,081		21,191		7			4			26			10
Dividend income		21		—		21		—		5			1			9			8
Fromnon-controlled/affiliated investments:
Interest income		3,448		1,851		10,485		3,656		7			1			18			5
Paid-in-kind interest income		550		162		1,855		436		4			2			12			6
Fee income		1,232		—		1,263		633
Dividend income		—		—		—		224
From controlled/affiliated investments:
Interest income		966		100		3,407		134		3			1			8			3
Paid-in-kind interest income		1,690		850		4,324		2,406		—			3			4			7
Dividend income										13			—			42			—

Total investment income		103,691		100,557		308,450		313,831		199			95			593			292

Operating expenses
Management fees		18,038		17,872		54,772		53,258
Subordinated income incentive fees⁽¹⁾		12,662		12,250		37,426		38,945
Management fees⁽¹⁾										28			14			85			47
Subordinated income incentive fees⁽²⁾										8			—			57			23
Administrative services expenses		750		750		2,226		2,846		4			1			7			3
Accounting and administrative fees		254		243		774		706		0			1			1			1
Interest expense⁽²⁾		19,885		18,283		58,941		55,241
Interest expense⁽³⁾										42			21			126			62
Directors’ fees		277		277		822		780		1			0			1			1
Other general and administrative expenses		1,177		1,879		3,791		6,274		1			2			5			5

Total operating expenses		53,043		51,554		158,752		158,050		84			39			282			142
Management fee waiver⁽¹⁾										—			(0	)		—			(3	)

Net expenses										84			39			282			139

Net investment income		50,648		49,003		149,698		155,781		115			56			311			153

Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated investments		(24,767)		2,363		(87,361)		(19,064)		(17	)		23			(83	)		60
Non-controlled/affiliated investments		6,551		—		6,856		—		29			—			21			(10	)
Controlled/affiliated investments		—		(26)		(52,879)		(26)		5			0			2			0
Net realized gain (loss) on swap contracts										—			—			(10	)		—
Net realized gain (loss) on foreign currency forward contracts										2			—			6			—
Net realized gain (loss) on foreign currency		(19)		86		165		264		2			6			3			6
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated investments		29,820		64,039		149,622		96,258		(73	)		(104	)		(54	)		(203	)
Non-controlled/affiliated investments		16,951		(4,463)		(979)		3,823		(15	)		8			62			(19	)
Controlled/affiliated investments		7,408		4,354		7,041		6,692		12			6			(7	)		(12	)
Net change in unrealized appreciation (depreciation) on secured borrowing⁽²⁾		3		(33)		(7)		(33)
Net change in unrealized appreciation (depreciation) on swap contracts										1			—			15			—
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts										7			—			6			—
Net change in unrealized gain (loss) on foreign currency		(1,197)		(954)		(4,923)		(1,266)		3			(7	)		1			(5	)

Total net realized and unrealized gain (loss)		34,750		65,366		17,535		86,648	$	(44	)	$	(68	)	$	(38	)	$	(183	)

Net increase (decrease) in net assets resulting from operations	$	85,398	$	114,369	$	167,233	$	242,429	$	71		$	(12	)	$	273		$	(30	)

Per share information—basic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings per Share)	$	0.35	$	0.47	$	0.68	$	1.00	$	0.14		$	(0.05	)	$	0.52		$	(0.12	)

Weighted average shares outstanding		245,678,745		243,488,590		245,117,823		243,257,941		517,543,295			239,495,341			522,380,207			242,647,216

(1)	See Note 4 for a discussion of the waiver by FB Income Advisor, LLC, the Company’s former investment adviser, of certain management fees to which it was otherwise entitled during the applicable period.

(2)	See Note 2 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fee.

~~(2)~~(3)

See Note 89 for a discussion of the Company’s financing arrangements.

See notes to unaudited consolidated financial statements.

~~FS Investment Corporation~~

FS KKR Capital Corp.

Unaudited Consolidated Statements of Changes in Net Assets

(in ~~thousands)~~millions)


	Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2019			2018			2019			2018
Operations
Net investment income (loss)	$	149,698		$	155,781		$	115		$	56		$	311		$	153
Net realized gain (loss) on investments and foreign currency		(133,219	)		(18,826	)
Net change in unrealized appreciation (depreciation) on investments and secured borrowing⁽¹⁾		155,677			106,740
Net realized gain (loss) on investments, swap contracts and foreign currency								21			29			(61	)		56
Net change in unrealized appreciation (depreciation) on investments, swap contracts and foreign currency forward contracts⁽¹⁾								(68	)		(90	)		22			(234	)
Net change in unrealized gain (loss) on foreign currency		(4,923	)		(1,266	)		3			(7	)		1			(5	)

Net increase (decrease) in net assets resulting from operations		167,233			242,429			71			(12	)		273			(30	)

Stockholder distributions⁽²⁾
Distributions from net investment income		(163,825	)		(162,567	)
Distributions from net realized gain on investments		—			—
Distributions to stockholders								(98	)		(45	)		(297	)		(138	)

Net decrease in net assets resulting from stockholder distributions		(163,825	)		(162,567	)		(98	)		(45	)		(297	)		(138	)

Capital share transactions⁽³⁾
Reinvestment of stockholder distributions		15,908			5,665
Repurchases of common stock								(47	)		(11	)		(118	)		(50	)

Net increase (decrease) in net assets resulting from capital share transactions		15,908			5,665			(47	)		(11	)		(118	)		(50	)

Total increase (decrease) in net assets		19,316			85,527			(74	)		(68	)		(142	)		(218	)
Net assets at beginning of period		2,297,377			2,208,928			4,098			2,135			4,166			2,285

Net assets at end of period	$	2,316,693		$	2,294,455		$	4,024		$	2,067		$	4,024		$	2,067


Accumulated undistributed (distributions in excess of) net investment income⁽²⁾	$	133,899		$	141,160

(1)	See Note 87 for a discussion of ~~the Company’s financing arrangements.~~these financial instruments.

(2)	See Note 5 for a discussion of the sources of distributions paid by the Company.

(3)	See Note 3 for a discussion of the Company’s capital share transactions.

See notes to unaudited consolidated financial statements.

~~FS Investment Corporation~~

FS KKR Capital Corp.

Unaudited Consolidated Statements of Cash Flows

(in ~~thousands)~~millions)

   Nine Months Ended
September 30,
   2017 2016
Cash flows from operating activities

Net increase (decrease) in net assets resulting from operations
   $     167,233    $     242,429
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Purchases of investments
   (1,021,755 ) (662,756 )
Paid-in-kind interest
   (29,078 ) (23,276 )
Proceeds from sales and repayments of investments
   900,360 872,931
Net realized (gain) loss on investments
   133,384 19,090
Net change in unrealized (appreciation) depreciation on investments and secured borrowing⁽¹⁾
   (155,677 ) (106,740 )
Accretion of discount
   (11,810 ) (7,371 )
Amortization of deferred financing costs and discount
   3,911 2,907
Unrealized (gain)/loss on borrowings in foreign currency
   4,798 2,823
(Increase) decrease in receivable for investments sold and repaid
   74,025 (27,094 )
(Increase) decrease in income receivable
   (2,705 ) (14,414 )
(Increase) decrease in prepaid expenses and other assets
   148 45
Increase (decrease) in payable for investments purchased
   (5,142 ) 6,984
Increase (decrease) in management fees payable
   16 (543 )
Increase (decrease) in subordinated income incentive fees payable
   (223 ) (1,124 )
Increase (decrease) in administrative services expense payable
   (21 ) (232 )
Increase (decrease) in interest payable
   (2,681 ) (5,948 )
Increase (decrease) in directors’ fees payable
   (14 ) (78 )
Increase (decrease) in other accrued expenses and liabilities
   (5,989 ) (5,867 )


Net cash provided by (used in) operating activities
   48,780 291,766


Cash flows from financing activities

Reinvestment of stockholder distributions
   15,908 5,665
Stockholder distributions
   (163,456 ) (162,424 )
Borrowings under credit facilities⁽¹⁾
   247,265 262,000
Secured borrowing⁽¹⁾
   — 2,829
Repayments of credit facilities⁽¹⁾
   (230,865 ) (218,162 )
Repayments under repurchase agreement⁽¹⁾
   — (150,000 )
Deferred financing costs paid
   (3,239 ) —


Net cash provided by (used in) financing activities
   (134,387 ) (260,092 )


Total increase (decrease) in cash
   (85,607 ) 31,674
Cash and foreign currency at beginning of period
   264,598 81,987


Cash and foreign currency at end of period
   $ 178,991 $ 113,661


Supplemental disclosure

Local and excise taxes paid
   $ 5,892 $ 5,925


	Nine Months Ended September 30,
	2019			2018
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	273		$	(29	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments		(1,760	)		(541	)
Paid-in-kind interest		(39	)		(39	)
Proceeds from sales and repayments of investments		1,925			789
Net realized (gain) loss on investments		60			(50	)
Net change in unrealized (appreciation) depreciation on investments		(1	)		234
Net change in unrealized (appreciation) depreciation on swap contracts		(15	)		—
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts		(6	)		—
Accretion of discount		(16	)		(5	)
Amortization of deferred financing costs and discount		5			5
Unrealized (gain)/loss on borrowings in foreign currency		(4	)		(2	)
(Increase) decrease in receivable for investments sold and repaid		(184	)		(24	)
(Increase) decrease in income receivable		(24	)		7
(Increase) decrease in deferred merger costs		—			(3	)
(Increase) decrease in prepaid expenses and other assets		(2	)		1
Increase (decrease) in payable for investments purchased		65			(1	)
Increase (decrease) in management fees payable		8			(1	)
Increase (decrease) in subordinated income incentive fees payable		(6	)		(13	)
Increase (decrease) in administrative services expense		3			1
Increase (decrease) in interest payable		1			(5	)
Increase (decrease) in other accrued expenses and liabilities		(15	)		(6	)

Net cash provided by (used in) operating activities		268			318

Cash flows from financing activities
Repurchases of common stock		(118	)		(50	)
Stockholder distributions		(244	)		(139	)
Borrowings under financing arrangements⁽¹⁾		2,904			347
Repayments of financing arrangements⁽¹⁾		(2,775	)		(510	)
Deferred financing costs paid		(13	)		(5	)

Net cash provided by (used in) financing activities		(246	)		(357	)

Total increase (decrease) in cash		22			(39	)
Cash, and foreign currency at beginning of period		104			139

Cash, and foreign currency at end of period	$	126		$	100

Supplemental disclosure
Non-cash purchases of investments	$	(112	)	$	—

Non-cash sales of investments	$	112		$	—

Local and excise taxes paid	$	9		$	6

(1)

See Note 89 for a discussion of the Company’s financing arrangements. During the nine months ended September 30, ~~2017~~2019 and ~~2016,~~2018, the Company paid ~~$121~~$122 and ~~$0, respectively, in interest expense on its secured borrowing, and $57,590 and $39,942,~~$62, respectively, in interest expense on the ~~credit facilities and unsecured notes. During the nine months ended September 30, 2016, the Company paid $18,340 in interest expense pursuant to the repurchase agreement.~~financing arrangements.

See notes to unaudited consolidated financial statements.

~~FS Investment Corporation~~

FS KKR Capital Corp.

Unaudited Consolidated Schedule of Investments

As of September 30, ~~2017~~2019

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
Footnotes
Industry
Rate^(b) Floor Maturity Principal
Amount^(c) Amortized
Cost Fair
Value^(d)
Senior Secured Loans—First Lien—102.4%

5 Arch Income Fund 2, LLC
(g)(i)(n) Diversified Financials 10.5% 11/18/21 $ 21,274 $ 21,322 $ 21,274
5 Arch Income Fund 2, LLC
(g)(i)(n)(p) Diversified Financials 10.5% 11/18/21 16,726 16,726 16,726
A.P. Plasman Inc.
(e)(f)(g)(h)(i) Capital Goods L+900 1.0% 12/29/19 197,909 196,516 192,714
Actian Corp.
(e) Software & Services L+796 1.0% 6/30/22 11,429 11,429 11,514
AG Group Merger Sub, Inc.
(e)(g) Commercial & Professional Services L+750 1.0% 12/29/23 89,394 89,394 90,511
All Systems Holding LLC
(e)(f)(g)(h) Commercial & Professional Services L+770 1.0% 10/31/23 44,000 44,000 44,660
Altus Power America, Inc.
(g) Energy L+750 1.5% 9/30/21 2,866 2,866 2,905
Altus Power America, Inc.
(g)(p) Energy L+750 1.5% 9/30/21 884 884 896
Aspect Software, Inc.
(g)(s) Software & Services L+1000 1.0% 5/25/18 992 992 989
Aspect Software, Inc.
(g)(p)(s) Software & Services L+1000 1.0% 5/25/18 25 25 25
Aspect Software, Inc.
(g)(s) Software & Services L+1000 1.0% 5/25/20 684 684 684
Aspect Software, Inc.
(g)(p)(s) Software & Services L+1200 1.0% 5/25/18 361 361 361
Atlas Aerospace LLC
(g) Capital Goods L+802 1.0% 5/8/19 20,000 20,000 20,300
AVF Parent, LLC
(e)(h) Retailing L+725 1.3% 3/1/24 31,600 31,600 32,791
AVF Parent, LLC
(g)(p) Retailing L+725 1.3% 3/1/24 9,600 9,600 9,962
BenefitMall Holdings, Inc.
(e)(h) Commercial & Professional Services L+725 1.0% 11/24/20 14,100 14,100 14,100
Borden Dairy Co.
(e)(g)(h) Food, Beverage & Tobacco L+825 1.0% 7/6/23 70,000 70,000 69,682
Cadence Aerospace Finance, Inc.
(g) Capital Goods L+625 1.3% 5/9/18 73 73 70
ConnectiveRX, LLC
(e)(g)(h) Health Care Equipment & Services L+829 1.0% 11/25/21 30,000 30,000 29,987
Crestwood Holdings LLC
(g) Energy L+800 1.0% 6/19/19 4,203 4,195 4,197
CSafe Acquisition Co., Inc.
(g) Capital Goods L+725 1.0% 11/1/21 2,152 2,152 2,166
CSafe Acquisition Co., Inc.
(g)(p) Capital Goods L+725 1.0% 11/1/21 3,717 3,717 3,741
CSafe Acquisition Co., Inc.
(g)(h) Capital Goods L+725 1.0% 10/31/23 46,932 46,932 47,225
CSafe Acquisition Co., Inc.
(g)(p) Capital Goods L+725 1.0% 10/31/23 25,122 25,122 25,279
Dade Paper & Bag, LLC
(e)(g)(h) Capital Goods L+750 1.0% 6/10/24 83,815 83,815 84,863
Eastman Kodak Co.
(g) Consumer Durables & Apparel L+625 1.0% 9/3/19 10,415 10,335 10,291
Empire Today, LLC
(e)(g) Retailing L+800 1.0% 11/17/22 81,385 81,385 82,199
Greystone Equity Member Corp.
(g)(i) Diversified Financials L+1050 3/31/21 1,879 1,884 1,884
Greystone Equity Member Corp.
(g)(i) Diversified Financials L+1100 3/31/21 50,000 50,000 50,750
Greystone Equity Member Corp.
(g)(i) Diversified Financials L+1100 3/31/21 1,022 1,022 1,041
Greystone Equity Member Corp.
(g)(i)(p) Diversified Financials L+1100 3/31/21 1,099 1,099 1,120
H.M. Dunn Co., Inc.
(g) Capital Goods L+947 1.0% 3/26/21 1,071 1,071 1,082
Imagine Communications Corp.
(e)(g)(h) Media L+825 1.0% 4/29/20 75,725 75,725 76,672
Industrial Group Intermediate Holdings, LLC
(g) Materials L+800 1.3% 5/31/20 21,504 21,504 21,611
Industry City TI Lessor, L.P.
(g) Consumer Services 10.8%, 1.0% PIK
(1.0% Max PIK) 6/30/26 31,278 31,278 31,747
International Aerospace Coatings, Inc.
(e)(f)(h) Capital Goods L+750 1.0% 6/30/20 45,213 45,116 45,609
JMC Acquisition Merger Corp.
(g) Capital Goods L+854 1.0% 11/6/21 6,832 6,832 6,917
JSS Holdings, Inc.
(e)(g) Capital Goods L+800, 0.0% PIK
(2.5% Max PIK) 1.0% 3/31/23 110,775 109,736 110,847


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor^(b)	Maturity	Principal Amount^(c)		Amortized Cost		Fair Value^(d)
Senior Secured Loans—First Lien—91.0%
5 Arch Income Fund 2, LLC	(l)(q)	Diversified Financials	10.5%		11/18/23	$	42.3	$	42.3	$	42.2
5 Arch Income Fund 2, LLC	(l)(q)(v)	Diversified Financials	10.5%		11/18/23		35.3		35.3		35.3
A10 Capital LLC	(g)(h)	Diversified Financials	L+650	1.0%	5/1/23		30.3		30.0		29.9
A10 Capital LLC	(v)	Diversified Financials	L+650	1.0%	5/1/23		14.1		14.0		14.0
Abaco Systems, Inc	(e)(g)(h)(i)	Capital Goods	L+600	1.0%	12/7/21		61.4		60.1		61.3
ABB CONCISE Optical Group LLC	(g)(h)(x)	Retailing	L+500	1.0%	6/15/23		13.0		13.0		12.4
Accuride Corp	(g)(h)(i)(x)	Capital Goods	L+525	1.0%	11/17/23		18.0		17.7		15.2
Acosta Holdco Inc	(g)(n)(w)(x)	Commercial & Professional Services	L+325	1.0%	9/26/21		19.0		17.3		6.0
Advanced Lighting Technologies Inc	(g)(z)	Materials	L+750	1.0%	10/4/22		20.0		17.8		18.0
Advantage Sales & Marketing Inc	(g)(h)(x)	Commercial & Professional Services	L+325	1.0%	7/23/21		17.6		16.9		16.5
Alion Science & Technology Corp	(h)(x)	Capital Goods	L+450	1.0%	8/19/21		2.7		2.7		2.7
All Systems Holding LLC	(e)(f)(g)(h)	Commercial & Professional Services	L+625	1.0%	10/31/23		86.6		86.6		87.5
All Systems Holding LLC	(v)	Commercial & Professional Services	L+625	1.0%	10/31/23		35.4		35.4		35.7
AltEn, LLC	(g)(n)(w)(y)	Energy	L+400 PIK (L+400 Max PIK)		9/12/21		35.3		2.7		1.5
Altus Power America Inc	(g)	Energy	L+750	1.5%	9/30/21		3.7		3.7		3.6
AM General LLC	(e)(g)(h)(i)	Capital Goods	L+725	1.0%	12/28/21		151.8		151.3		153.1
American Tire Distributors Inc	(g)(k)(x)	Automobiles & Components	L+750	1.0%	9/2/24		23.3		22.0		20.6
Ammeraal Beltech Holding BV	(g)(l)(x)	Capital Goods	E+375		7/30/25	€	2.0		2.3		2.1
Amtek Global Technology Pte Ltd	(j)(l)(z)	Automobiles & Components	E+500		4/4/24		49.2		60.5		53.7
Apex Group Limited	(l)(v)	Diversified Financials	L+650	1.3%	6/15/23	$	1.9		1.8		1.9
Apex Group Limited	(g)(l)	Diversified Financials	L+650	1.3%	6/15/25		6.1		6.0		6.1
Apex Group Limited	(g)(l)	Diversified Financials	L+700	1.0%	6/15/25		41.7		41.6		41.7
Apex Group Limited	(g)(h)(l)	Diversified Financials	L+700	1.3%	6/15/25		12.7		12.4		12.7
Apex Group Limited	(g)(l)	Diversified Financials	L+700	1.5%	6/15/25	£	31.7		40.3		39.2
Aspect Software Inc	(v)	Software & Services	L+500	1.0%	7/15/23	$	0.7		0.7		0.7
Aspect Software Inc	(g)	Software & Services	L+500	1.0%	1/15/24		3.0		2.7		2.7
athenahealth Inc	(g)(x)	Health Care Equipment & Services	L+450		2/11/26		24.9		25.1		24.9
AVF Parent LLC	(g)(n)(w)	Retailing	L+725	1.3%	3/1/24		54.3		54.3		30.9
Berner Food & Beverage LLC	(g)(i)	Food & Staples Retailing	L+875	1.0%	2/2/23		62.0		61.5		62.2
Borden Dairy Co	(g)(h)	Food, Beverage & Tobacco	L+750	1.0%	7/6/23		70.0		70.0		61.0
Brand Energy & Infrastructure Services Inc	(h)(x)	Capital Goods	L+425	1.0%	6/21/24		3.0		3.0		2.9
Bugaboo International BV	(g)(l)	Consumer Durables & Apparel	E+700, 7.8% PIK (7.8% Max PIK)		3/20/25	€	0.1		0.2		0.2
CEPSA Holdco (Matador Bidco)	(g)(k)(l)(x)	Energy	L+475		6/19/26	$	2.0		2.0		2.0
CHS/Community Health Systems, Inc.	(g)(l)(x)	Health Care Equipment & Services	8.0%		3/15/26		2.6		2.6		2.6
Commercial Barge Line Co	(g)(x)	Transportation	L+875	1.0%	11/12/20		4.4		4.1		2.4
CSafe Global	(g)(h)	Capital Goods	L+650	1.0%	10/31/23		55.7		55.7		55.5
CSafe Global	(v)	Capital Goods	L+650	1.0%	10/31/23		11.7		11.7		11.7
CSafe Global	(g)	Capital Goods	L+650	1.0%	11/1/21		2.3		2.3		2.3
CSafe Global	(v)	Capital Goods	L+650	1.0%	11/1/21		3.5		3.5		3.5
CSM Bakery Products	(h)(x)	Food, Beverage & Tobacco	L+400	1.0%	7/3/20		1.1		1.1		1.0
CTI Foods Holding Co LLC	(g)	Food, Beverage & Tobacco	L+700	1.0%	5/3/24		3.0		3.0		2.9
Diamond Resorts International Inc	(h)(x)	Consumer Services	L+375	1.0%	9/2/23		6.8		6.5		6.6
Distribution International Inc	(g)(h)(x)	Retailing	L+575	1.0%	12/15/23		27.9		24.8		26.3
Eagle Family Foods Inc	(g)	Food, Beverage & Tobacco	L+650	1.0%	6/14/23		3.0		3.0		2.9

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~2019

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
Footnotes
Industry
Rate^(b) Floor Maturity Principal
Amount^(c) Amortized
Cost Fair
Value^(d)
JSS Holdings, Inc.
(g)(p) Capital Goods L+800, 0.0% PIK
(2.5% Max PIK) 1.0% 3/31/23 $ 20,182 $ 20,182 $ 20,195
Latham Pool Products, Inc.
(e)(h) Commercial & Professional Services L+775 1.0% 6/29/21 66,683 66,683 67,350
LEAS Acquisition Co Ltd.
(g)(i) Capital Goods L+750 1.0% 6/30/20 € 26,576 36,151 31,669
LEAS Acquisition Co Ltd.
(f)(i) Capital Goods L+750 1.0% 6/30/20 $ 9,323 9,323 9,404
MB Precision Holdings LLC
(g) Capital Goods L+725, 2.3% PIK
(2.3% Max PIK)
1.3% 1/23/21 13,569 13,569 12,552
Micronics Filtration, LLC
(e)(g)(h) Capital Goods L+850 1.3% 12/11/19 62,975 62,845 62,345
MORSCO, Inc.
(g) Capital Goods L+700 1.0% 10/31/23 2,703 2,607 2,730
Nobel Learning Communities, Inc.
(g) Consumer Services L+450 1.0% 5/5/21 24 24 24
Nobel Learning Communities, Inc.
(g)(p) Consumer Services L+450 1.0% 5/5/21 115 115 115
Nobel Learning Communities, Inc.
(g) Consumer Services L+436 4.5% 5/5/23 1,056 1,056 1,058
Nobel Learning Communities, Inc.
(g)(p) Consumer Services L+375 4.5% 5/5/23 621 621 622
North Haven Cadence Buyer, Inc.
(g)(p) Consumer Services L+500 1.0% 9/2/21 938 938 938
North Haven Cadence Buyer, Inc.
(e)(g) Consumer Services L+810 1.0% 9/2/22 27,171 27,171 27,579
North Haven Cadence Buyer, Inc.
(g)(p) Consumer Services L+750 1.0% 9/2/22 4,063 4,063 4,123
Nova Wildcat Amerock, LLC
(g) Consumer Durables & Apparel L+803 1.3% 9/10/19 17,312 17,312 17,226
PHRC License, LLC
(f)(g) Consumer Services L+850 1.5% 4/28/22 50,625 50,625 51,131
Polymer Additives, Inc.
(g) Materials L+888 1.0% 12/19/22 10,511 10,511 10,774
Polymer Additives, Inc.
(g) Materials L+834 1.0% 12/19/22 11,019 11,019 11,074
Polymer Additives, Inc.
(g) Materials L+875 1.0% 12/19/22 € 15,000 16,982 18,074
Power Distribution, Inc.
(e)(g) Capital Goods L+725 1.3% 1/25/23 $ 30,004 30,004 30,304
Roadrunner Intermediate Acquisition Co., LLC
(e)(g)(h) Health Care Equipment & Services L+725 1.0% 3/15/23 35,150 35,150 35,312
Rogue Wave Software, Inc.
(e)(g)(h) Software & Services L+860 1.0% 9/25/21 33,188 33,188 33,519
Safariland, LLC
(e)(g)(h) Capital Goods L+769 1.1% 11/18/23 126,107 126,107 127,684
Safariland, LLC
(g)(p) Capital Goods L+725 1.1% 11/18/23 33,282 33,282 33,698
Sequel Youth and Family Services, LLC
(e)(g)(h) Health Care Equipment & Services L+796 1.0% 9/1/22 80,000 80,000 79,976
Sequel Youth and Family Services, LLC
(g)(p) Health Care Equipment & Services L+700 1.0% 9/1/22 18,824 18,824 18,818
Sequential Brands Group, Inc.
(e)(g)(h) Consumer Durables & Apparel L+900 7/1/22 79,442 79,442 80,237
Sorenson Communications, Inc.
(e)(g)(h) Telecommunication Services L+575 2.3% 4/30/20 90,916 90,690 91,541
Sports Authority, Inc.
(g)(k)(q) Retailing L+600 1.5% 11/16/17 6,318 4,208 316
SSC (Lux) Limited S.à r.l.
(e)(g)(i) Health Care Equipment & Services L+750 1.0% 9/10/24 45,455 45,455 46,023
Staples Canada ULC
(g)(i) Retailing L+700 1.0% 9/12/23 C$ 20,987 17,333 16,860
SunGard Availability Services Capital, Inc.
(g) Software & Services L+700 1.0% 9/30/21 $ 4,382 4,340 4,141
Trace3, LLC
(e)(h) Software & Services L+775 1.0% 6/6/23 31,172 31,172 31,328
Transplace Texas, LP
(e)(g)(h) Transportation L+742 1.0% 9/16/21 24,486 24,486 24,486
U.S. Xpress Enterprises, Inc.
(e)(f)(h) Transportation L+1050, 0.0% PIK
(1.8% Max PIK) 1.5% 5/30/19 52,872 52,872 52,938
USI Senior Holdings, Inc.
(e)(g) Capital Goods L+780 1.0% 1/5/22 56,582 56,582 56,749
USI Senior Holdings, Inc.
(g)(p) Capital Goods L+725 1.0% 1/5/22 11,513 11,513 11,547


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor^(b)	Maturity	Principal Amount^(c)		Amortized Cost		Fair Value^(d)
Eagle Family Foods Inc	(v)	Food, Beverage & Tobacco	L+650	1.0%	6/14/23	$	4.1	$	4.1	$	4.0
Eagle Family Foods Inc	(g)(h)(i)	Food, Beverage & Tobacco	L+675	1.0%	6/14/24		47.0		46.6		45.2
Electronics For Imaging Inc	(g)(x)	Technology Hardware & Equipment	L+500		7/23/26		24.7		23.5		23.1
Empire Today LLC	(e)(g)(h)	Retailing	L+650	1.0%	11/17/22		79.7		79.7		79.8
Entertainment Benefits Group LLC	(g)	Media & Entertainment	L+575	1.0%	9/30/24		1.0		1.0		1.0
Entertainment Benefits Group LLC	(v)	Media & Entertainment	L+575	1.0%	9/30/24		4.1		4.1		4.1
Entertainment Benefits Group LLC	(g)	Media & Entertainment	L+575	1.0%	9/30/25		30.4		30.0		30.0
Frontline Technologies Group LLC	(g)(h)(i)	Software & Services	L+650	1.0%	9/18/23		78.7		78.0		78.2
Frontline Technologies Group LLC	(g)	Software & Services	L+650	1.0%	9/18/23		12.1		12.0		12.0
Greystone & Co Inc	(e)(g)(h)	Diversified Financials	L+800	1.0%	4/17/24		37.3		37.0		37.9
Greystone Equity Member Corp	(g)(l)	Diversified Financials	L+725	3.8%	4/1/26		55.9		55.9		55.4
Greystone Equity Member Corp	(l)(v)	Diversified Financials	L+725	3.8%	4/1/26		4.9		4.9		4.8
HM Dunn Co Inc	(g)(n)(w)(y)	Capital Goods	L+875 PIK (L+875 Max PIK)	1.0%	6/30/21		0.8		0.6		0.3
HM Dunn Co Inc	(g)(y)	Capital Goods	15.0% PIK (15.0% Max PIK)		6/30/21		—		—		—
HM Dunn Co Inc	(v)(y)	Capital Goods	15.0% PIK (15.0% Max PIK)		6/30/21		—		—		—
Hudson Technologies Co	(g)(l)	Commercial & Professional Services	L+1,025	1.0%	10/10/23		38.8		38.5		21.7
Hunt Mortgage	(e)(g)(h)	Diversified Financials	L+600	1.0%	2/14/23		79.2		78.6		79.0
Icynene Group Ltd	(e)(g)(h)	Materials	L+700	1.0%	11/30/24		29.5		29.4		29.6
ID Verde	(l)(v)	Commercial & Professional Services	E+210		3/29/24	€	4.8		5.5		5.3
Imagine Communications Corp	(g)(h)	Media & Entertainment	L+750	1.0%	4/29/20	$	14.0		14.0		14.0
Imagine Communications Corp	(g)(l)	Media & Entertainment	L+750	1.0%	4/29/20		2.1		2.1		2.1
Industria Chimica Emiliana Srl	(g)(l)	Pharmaceuticals, Biotechnology & Life Sciences	L+650		6/30/26	€	81.8		87.2		86.6
Industria Chimica Emiliana Srl	(l)(v)	Pharmaceuticals, Biotechnology & Life Sciences	L+650		6/30/26		11.6		12.7		12.3
Industry City TI Lessor LP	(g)	Consumer Services	10.8%, 1.0% PIK (1.0% Max PIK)		6/30/26	$	27.2		27.2		29.9
Integro Ltd/United States	(e)(h)(i)	Insurance	L+575	1.0%	10/31/22		25.4		25.3		25.4
J S Held LLC	(g)	Insurance	L+600	1.0%	7/1/25		0.4		0.4		0.4
J S Held LLC	(v)	Insurance	L+600	1.0%	7/1/25		5.8		5.7		5.7
J S Held LLC	(e)(g)	Insurance	L+600	1.0%	7/1/25		54.4		53.9		53.8
J S Held LLC	(v)	Insurance	L+600	1.0%	7/1/25		13.3		13.3		13.2
JHT Holdings Inc	(e)(g)(h)(i)	Capital Goods	L+850	1.0%	5/4/22		18.9		18.7		19.5
Jo-Ann Stores Inc	(h)(x)	Retailing	L+500	1.0%	10/20/23		8.8		8.7		6.1
JSS Holdings Ltd	(e)(g)(h)	Capital Goods	L+800, 0.0% PIK (2.5% Max PIK)	1.0%	3/31/23		110.9		110.2		114.3
Kodiak BP LLC	(g)(h)	Capital Goods	L+725	1.0%	12/1/24		57.2		57.0		56.6
Kodiak BP LLC	(v)	Capital Goods	L+725	1.0%	12/1/24		28.4		28.3		28.1
Lipari Foods LLC	(e)(g)(i)	Food & Staples Retailing	L+588	1.0%	1/6/25		105.2		104.4		105.1
Lipari Foods LLC	(v)	Food & Staples Retailing	L+588	1.0%	1/6/25		21.8		21.8		21.8
Matchesfashion Ltd	(e)(h)(l)	Consumer Durables & Apparel	L+463		10/16/24		12.7		11.9		11.6
MB Precision Holdings LLC	(g)(y)	Capital Goods	L+725, 2.3% PIK (2.3% Max PIK)	1.3%	1/23/21		4.6		4.5		4.6
Micronics Filtration Holdings Inc	(e)(g)	Capital Goods	L+800, 0.5% PIK (0.5% Max PIK)	1.3%	12/11/20		61.7		61.6		48.4
Multi-Color Corp	(g)(l)(x)	Commercial & Professional Services	6.8%		7/15/26		4.3		4.3		4.4
Murray Energy Corp	(g)	Energy	L+900	1.0%	2/12/21		18.9		18.8		18.9
NBG Home	(g)(h)(i)(x)	Consumer Durables & Apparel	L+550	1.0%	4/26/24		59.0		58.7		53.0
NCI Inc	(g)(h)(i)	Software & Services	L+750	1.0%	8/15/24		81.9		81.1		79.8
North Haven Cadence Buyer Inc	(v)	Consumer Services	L+500	1.0%	9/2/21		0.9		0.9		0.9
North Haven Cadence Buyer Inc	(g)	Consumer Services	L+650	1.0%	9/2/22		8.9		8.9		8.8

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~2019

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
Footnotes
Industry
Rate^(b) Floor Maturity Principal
Amount^(c) Amortized
Cost Fair
Value^(d)
VPG Metals Group LLC
(e)(g)(h) Materials L+1050 1.0% 12/30/20 $ 115,680 $ 115,600 $ 115,970
Warren Resources, Inc.
(f)(g) Energy
L+900, 1.0% PIK
(1.0% Max PIK)
1.0% 5/22/20 2,032 2,032 1,991
Warren Resources, Inc.
(g)(p) Energy
L+900, 1.0% PIK
(1.0% Max PIK)
1.0% 5/22/20 144 144 141
Waste Pro USA, Inc.
(e)(g)(h) Commercial & Professional Services L+750 1.0% 10/15/20 93,831 93,831 95,121
Zeta Interactive Holdings Corp.
(e)(g)(h) Software & Services L+750 1.0% 7/29/22 9,766 9,787 9,928
Zeta Interactive Holdings Corp.
(g)(r) Software & Services L+750 1.0% 7/29/22 2,857 2,835 2,884
Zeta Interactive Holdings Corp.
(g)(p) Software & Services L+750 1.0% 7/29/22 1,777 1,777 1,804
Zeta Interactive Holdings Corp.
(g)(p)(r) Software & Services L+750 1.0% 7/29/22 457 457 464

Total Senior Secured Loans—First Lien
2,516,400 2,522,155
Unfunded Loan Commitments
(149,450 ) (149,450 )

Net Senior Secured Loans—First Lien
2,366,950 2,372,705

Senior Secured Loans—Second Lien—8.2%

American Bath Group, LLC
(g) Capital Goods L+975 1.0% 9/30/24 18,000 17,565 18,045
Arena Energy, LP
(g) Energy
L+900, 4.0% PIK
(4.0% Max PIK)
1.0% 1/24/21 8,198 8,198 8,001
Brock Holdings III, Inc.
(g)(q) Energy Prime+725 3/16/18 6,923 6,910 3,652
Byrider Finance, LLC
(f)(g) Automobiles & Components
L+1000, 0.5% PIK
(4.0% Max PIK)
1.3% 8/22/20 13,548 13,548 13,565
Chisholm Oil and Gas Operating, LLC
(g) Energy L+800 1.0% 3/21/24 1,000 1,000 1,003
Compuware Corp.
(g) Software & Services L+825 1.0% 12/15/22 1,506 1,448 1,522
Gruden Acquisition, Inc.
(g) Transportation L+850 1.0% 8/18/23 15,000 14,440 14,281
JW Aluminum Co.
(e)(f)(g)(h)(t) Materials
L+850 PIK
(L+850 Max PIK)
0.8% 11/17/20 37,531 37,516 38,094
Logan’s Roadhouse, Inc.
(g)(s) Consumer Services
L+850 PIK
(L+850 Max PIK)
1.0% 11/23/20 21,393 21,252 14,475
LTI Holdings, Inc.
(e) Materials L+875 1.0% 5/16/25 6,482 6,358 6,506
Spencer Gifts LLC
(e)(h) Retailing L+825 1.0% 6/29/22 30,000 29,898 16,800
Stadium Management Corp.
(e)(g)(h) Consumer Services L+825 1.0% 2/27/21 55,689 55,689 55,550

Total Senior Secured Loans—Second Lien
213,822 191,494

Senior Secured Bonds—8.6%

Advanced Lighting Technologies, Inc.
(f)(g)(s) Materials
5.3%, 7.3% PIK
(7.3% Max PIK)

6/1/19 85,616 32,222 36,815
Black Swan Energy Ltd.
(e)(i) Energy 9.0% 1/20/24 6,000 6,000 5,925
Caesars Entertainment Resort Properties, LLC
(e)(g) Consumer Services 11.0% 10/1/21 24,248 24,060 25,830
FourPoint Energy, LLC
(e)(f)(h) Energy 9.0% 12/31/21 74,813 72,860 76,215
Global A&T Electronics Ltd.
(g)(i)(k)(q) Semiconductors & Semiconductor Equipment 10.0% 2/1/19 7,000 6,967 6,288


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor^(b)	Maturity	Principal Amount^(c)		Amortized Cost		Fair Value^(d)
North Haven Cadence Buyer Inc	(v)	Consumer Services	L+650	1.0%	9/2/22	$	6.4	$	6.4	$	6.3
North Haven Cadence Buyer Inc	(e)(g)(h)	Consumer Services	L+794	1.0%	9/2/22		18.3		18.3		18.2
One Call Care Management Inc	(g)(x)	Insurance	L+400	1.0%	11/27/20		0.6		0.5		0.5
One Call Care Management Inc	(g)(x)	Insurance	L+525	1.0%	11/27/22		13.9		11.9		11.0
Onvoy LLC	(g)(x)	Telecommunication Services	L+450	1.0%	2/10/24		1.1		1.1		0.9
PAE Holding Corp	(g)(x)	Capital Goods	L+550	1.0%	10/20/22		0.8		0.8		0.8
Peak 10 Holding Corp	(g)(x)	Telecommunication Services	L+350		8/1/24		4.6		4.3		4.0
Petroplex Acidizing Inc	(g)	Energy	L+725, 1.8% PIK (1.8% Max PIK)	1.0%	12/5/19		22.8		22.8		22.6
Petroplex Acidizing Inc	(g)(n)(w)	Energy	15.0% PIK (15.0% Max PIK)		12/5/19		26.8		13.8		6.2
PHRC License LLC	(f)(g)(h)	Consumer Services	L+850, 0.3% PIK (4.3% Max PIK)	1.5%	4/28/22		49.8		49.8		50.1
Power Distribution Inc	(g)(h)	Capital Goods	L+725	1.3%	1/25/23		28.0		28.0		25.1
Project Marron	(g)(l)	Consumer Services	L+625		7/3/25	A$	1.5		1.0		1.0
PSKW LLC	(e)(g)(h)	Health Care Equipment & Services	L+769	1.0%	11/25/21	$	43.2		43.2		43.2
PSKW LLC	(e)	Health Care Equipment & Services	L+769	1.0%	11/25/21		6.2		6.2		6.2
Qdoba Restaurant Corp	(g)(h)(x)	Consumer Services	L+700	1.0%	3/21/25		12.8		12.6		13.0
Reliant Rehab Hospital Cincinnati LLC	(e)(g)(h)(i)	Health Care Equipment & Services	L+675	1.0%	9/2/24		103.4		102.5		101.6
Revere Superior Holdings, Inc	(e)(g)(h)(i)	Software & Services	L+675	1.0%	11/21/22		92.5		91.8		93.5
Revere Superior Holdings, Inc	(v)	Software & Services	L+675	1.0%	11/21/22		5.0		5.0		5.1
Roadrunner Intermediate Acquisition Co LLC	(e)(g)(h)	Health Care Equipment & Services	L+675	1.0%	3/15/23		31.8		31.8		30.9
Safariland LLC	(g)(y)	Capital Goods	L+725	1.1%	11/18/23		11.5		11.5		11.0
Safariland LLC	(g)(h)(y)	Capital Goods	L+775	1.1%	11/18/23		114.6		114.6		110.1
Savers Inc	(g)(h)	Retailing	L+650, 0.8% PIK (0.8% Max PIK)	1.5%	3/28/24		43.7		43.2		43.3
Savers Inc	(g)	Retailing	L+700, 0.8% PIK (0.8% Max PIK)	1.0%	3/28/24	C$	60.7		44.7		46.2
Sequa Corp	(g)(h)(x)	Materials	L+500	1.0%	11/28/21	$	22.4		22.4		22.2
Sequel Youth & Family Services LLC	(g)	Health Care Equipment & Services	L+700	1.0%	9/1/23		13.9		13.9		14.0
Sequel Youth & Family Services LLC	(e)(g)(h)	Health Care Equipment & Services	L+800		9/1/23		80.0		80.0		80.8
Sequential Brands Group Inc.	(g)(h)	Consumer Durables & Apparel	L+875		2/7/24		59.4		58.5		58.9
Smart Foodservice	(g)(l)(x)	Food & Staples Retailing	L+475		6/20/26		2.7		2.7		2.7
SMART Global Holdings Inc	(g)(h)(l)	Semiconductors & Semiconductor Equipment	L+625	1.0%	8/9/22		19.7		19.7		19.8
Sorenson Communications LLC	(g)(h)(x)	Telecommunication Services	L+650		4/29/24		14.9		14.4		14.9
Staples Canada	(g)(l)	Retailing	L+700	1.0%	9/12/24	C$	10.0		7.7		7.6
Sungard Availability Services Capital Inc	(g)	Software & Services	L+750	1.0%	2/3/22	$	0.5		0.5		0.5
Sungard Availability Services Capital Inc	(v)	Software & Services	L+750	1.0%	2/3/22		0.5		0.5		0.5
Sutherland Global Services Inc	(h)(l)(x)	Software & Services	L+538	1.0%	4/23/21		4.6		4.5		4.5
Sweet Harvest Foods Management Co	(g)(i)	Food & Staples Retailing	L+775, 1.0% PIK (1.0% Max PIK)	1.0%	5/30/23		26.6		26.5		23.3
Tangoe LLC	(e)(g)(h)	Software & Services	L+650	1.0%	11/28/25		89.0		88.2		89.1
Team Health Inc	(g)(h)(x)	Health Care Equipment & Services	L+275	1.0%	2/6/24		12.5		12.2		10.4
ThermaSys Corp	(g)(y)	Capital Goods	L+600	1.0%	12/28/23		6.7		7.2		6.5
ThreeSixty Group	(e)(g)(h)(i)	Retailing	L+700	1.0%	3/1/23		100.4		99.4		86.4
Torrid Inc	(g)	Retailing	L+675	1.0%	12/14/24		32.0		31.6		31.6
Total Safety US Inc	(g)(x)	Capital Goods	L+600	1.0%	8/16/25		4.1		3.7		3.9
Trace3 Inc	(e)(g)(h)	Software & Services	L+675	1.0%	8/3/24		93.1		93.1		91.4
Utility One Source LP	(h)(x)	Capital Goods	L+550	1.0%	4/18/23		—		—		—
Versatile Processing Group Inc	(e)(g)	Materials	L+1,050	1.0%	12/30/20		41.0		41.0		41.1
Vertiv Group Corp	(g)(h)(x)	Technology Hardware & Equipment	L+400	1.0%	11/30/23		11.7		11.2		11.1

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~2019

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
Footnotes
Industry
Rate^(b) Floor Maturity Principal
Amount^(c) Amortized
Cost Fair
Value^(d)
Mood Media Corp.
(f)(g)(i)(s) Media L+600, 8.0% PIK
(8.0% Max PIK) 1.0% 6/28/24 $ 21,568 $ 21,568 $ 21,568
Ridgeback Resources Inc.
(f)(i) Energy 12.0% 12/29/20 132 130 132
Sorenson Communications, Inc.
(f) Telecommunication Services 9.0%, 0.0% PIK
(9.0% Max PIK) 10/31/20 19,898 19,443 19,923
Sunnova Energy Corp.
(g) Energy 6.0%, 6.0% PIK
(6.0% Max PIK) 10/24/18 1,042 1,042 1,042
Velvet Energy Ltd.
(g)(i) Energy 9.0% 10/5/23 5,000 5,000 4,964

Total Senior Secured Bonds
189,292 198,702

Subordinated Debt—24.0%

Ascent Resources Utica Holdings, LLC
(g) Energy 10.0% 4/1/22 40,000 40,000 43,150
Aurora Diagnostics, LLC
(e)(f)(h) Health Care Equipment & Services 10.8%, 1.5% PIK
(1.5% Max PIK) 1/15/20 14,966 13,578 13,831
Bellatrix Exploration Ltd.
(g)(i) Energy 8.5% 5/15/20 5,000 4,941 4,680
Brooklyn Basketball Holdings, LLC
(f)(g) Consumer Services L+725 10/25/19 19,873 19,873 20,171
CEC Entertainment, Inc.
(f) Consumer Services 8.0% 2/15/22 5,000 5,009 5,224
Ceridian HCM Holding, Inc.
(f)(g) Commercial & Professional Services 11.0% 3/15/21 17,393 17,863 18,463
DEI Sales, Inc.
(e)(g) Consumer Durables & Apparel 9.0%, 4.0% PIK
(4.0% Max PIK) 2/28/23 66,348 65,554 65,352
EV Energy Partners, L.P.
(f) Energy 8.0% 4/15/19 265 251 96
Global Jet Capital Inc.
(g) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK)
1/30/25 818 818 832
Global Jet Capital Inc.
(g) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK)
4/30/25 5,199 5,199 5,289
Global Jet Capital Inc.
(g) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK)
9/3/25 1,074 1,074 1,093
Global Jet Capital Inc.
(g) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK) 9/29/25 1,011 1,011 1,029
Global Jet Capital Inc.
(f)(g)(i) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK) 12/4/25 74,649 74,649 75,955
Global Jet Capital Inc.
(f)(g)(i) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK) 12/9/25 12,209 12,209 12,422
Global Jet Capital Inc.
(f)(i) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK) 1/29/26 6,393 6,393 6,505
Global Jet Capital Inc.
(g) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK) 4/14/26 13,069 13,069 13,298
Global Jet Capital Inc.
(g) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK) 12/2/26 12,828 12,828 13,052
Greystone Mezzanine Equity Member Corp.
(g)(i)(p) Diversified Financials L+650 4.5% 9/15/25 27,000 27,000 27,000


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor^(b)	Maturity	Principal Amount^(c)			Amortized Cost			Fair Value^(d)
Virgin Pulse Inc	(e)(g)(h)(i)	Software & Services	L+650	1.0%	5/22/25	$	137.2		$	136.3		$	136.3
Vivint Inc	(g)(h)(x)	Commercial & Professional Services	L+500		4/1/24		23.6			23.4			23.2
Warren Resources Inc	(h)	Energy	L+1,000, 1.0% PIK (1.0% Max PIK)	1.0%	5/22/20		0.7			0.7			0.7
Wheels Up Partners LLC	(g)	Transportation	L+855	1.0%	1/26/21		11.2			11.2			11.2
Wheels Up Partners LLC	(g)	Transportation	L+855	1.0%	8/26/21		6.0	��		6.0			6.0
Wheels Up Partners LLC	(g)	Transportation	L+710	1.0%	6/30/24		20.1			20.1			20.2
Wheels Up Partners LLC	(g)	Transportation	L+710	1.0%	11/1/24		8.3			8.3			8.3
Wheels Up Partners LLC	(g)	Transportation	L+710	1.0%	12/21/24		13.6			13.5			13.6
Wheels Up Partners LLC	(g)	Transportation	L+710	1.0%	12/21/24		4.3			4.2			4.3
Wheels Up Partners LLC	(g)	Transportation	L+710	1.0%	12/21/24		13.2			13.2			13.3
Zeta Interactive Holdings Corp	(e)(g)(h)	Software & Services	L+750	1.0%	7/29/22		14.6			14.6			14.8
Zeta Interactive Holdings Corp	(v)	Software & Services	L+750	1.0%	7/29/22		1.7			1.7			1.7

Total Senior Secured Loans—First Lien										4,000.4			3,880.4
Unfunded Loan Commitments										(217.3	)		(217.3	)

Net Senior Secured Loans—First Lien										3,783.1			3,663.1

Senior Secured Loans—Second Lien—30.5%
Abaco Systems, Inc	(e)(g)	Capital Goods	L+1,050	1.0%	6/7/22		63.4			62.7			63.4
Access CIG LLC	(g)(x)	Software & Services	L+775		2/27/26		0.6			0.6			0.6
Advantage Sales & Marketing Inc	(g)(x)	Commercial & Professional Services	L+650	1.0%	7/25/22		3.9			3.5			3.4
Agro Merchants Global LP	(g)	Transportation	L+800	1.0%	11/30/25		13.4			13.1			13.3
Albany Molecular Research Inc	(g)(x)	Pharmaceuticals, Biotechnology & Life Sciences	L+700	1.0%	8/30/25		8.3			8.3			8.2
Amtek Global Technology Pte Ltd	(j)(l)(z)	Automobiles & Components	E+500		4/4/24	€	32.8			40.3			35.8
Arena Energy LP	(g)	Energy	L+900, 4.0% PIK (4.0% Max PIK)	1.0%	1/24/21	$	8.9			8.9			8.8
athenahealth Inc	(g)	Health Care Equipment & Services	L+850		2/11/27		112.9			111.8			113.9
BCA Marketplace PLC	(g)(k)(l)	Retailing	L+825		9/4/27	£	48.0			58.4			58.4
Belk Inc	(g)	Retailing	10.5%		6/12/23	$	19.5			15.3			15.4
Belk Inc	(g)	Retailing	10.5%		6/12/25		99.6			98.4			72.2
Bellatrix Exploration Ltd	(g)(l)	Energy	8.5%		9/11/23		1.9			1.9			1.9
Bellatrix Exploration Ltd	(g)(l)(n)(w)	Energy	8.5%		9/11/23		4.5			4.1			1.5
Byrider Finance LLC	(f)(g)	Automobiles & Components	L+1,000, 0.5% PIK (4.0% Max PIK)	1.3%	6/7/22		17.9			17.9			17.8
Chisholm Oil & Gas Operating LLC	(g)	Energy	L+800	1.0%	3/21/24		16.1			16.1			16.2
CommerceHub Inc	(g)(h)	Software & Services	L+775		5/21/26		69.3			67.4			68.1
Culligan International Co	(g)(h)	Household & Personal Products	L+850	1.0%	12/13/24		85.0			84.3			84.7
EaglePicher Technologies LLC	(g)(x)	Capital Goods	L+725		3/8/26		3.0			3.0			2.9
Electronics For Imaging Inc	(g)(x)	Technology Hardware & Equipment	L+900		7/23/27		6.2			5.9			5.7
Emerald Performance Materials LLC	(g)(x)	Materials	L+775	1.0%	8/1/22		2.3			2.3			2.2
Excelitas Technologies Corp	(g)(x)	Technology Hardware & Equipment	L+750	1.0%	12/1/25		8.4			8.6			8.5
Gruden Acquisition Inc	(g)(x)	Transportation	L+850	1.0%	8/18/23		10.0			9.7			9.9
Integro Ltd/United States	(g)	Insurance	L+925	1.0%	10/30/23		4.8			4.7			4.8
Invictus	(g)(x)	Materials	L+675		3/30/26		1.1			1.1			1.0
LBM Borrower LLC	(g)(x)	Capital Goods	L+925	1.0%	8/20/23		21.3			21.2			20.9
MedAssets Inc	(e)(g)	Health Care Equipment & Services	L+975	1.0%	4/20/23		63.0			61.9			62.5

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~2019

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
Footnotes
Industry
Rate^(b) Floor Maturity Principal
Amount^(c) Amortized
Cost Fair
Value^(d)
Imagine Communications Corp.
(g) Media
12.5% PIK
(12.5% Max PIK)

8/4/18 $ 622 $ 622 $ 622
Jupiter Resources Inc.
(f)(g)(i) Energy 8.5% 10/1/22 6,425 5,594 4,614
NewStar Financial, Inc.
(g)(i) Diversified Financials
8.3%, 0.0% PIK
(8.8% Max PIK)
12/4/24 75,000 62,345 77,250
P.F. Chang’s China Bistro, Inc.
(f)(g) Consumer Services 10.3% 6/30/20 11,433 11,681 10,983
PriSo Acquisition Corp.
(g) Capital Goods 9.0% 5/15/23 10,155 10,054 10,821
S1 Blocker Buyer Inc.
(g) Commercial & Professional Services
10.0% PIK
(10.0% Max PIK)

10/31/22 127 127 139
Sorenson Communications, Inc.
(f) Telecommunication Services
13.9%, 0.0% PIK
(13.9% Max PIK)
10/31/21 15,122 14,408 14,366
SunGard Availability Services Capital, Inc.
(f)(g) Software & Services 8.8% 4/1/22 10,750 8,606 7,297
ThermaSys Corp.
(e)(f)(g) Capital Goods
6.5%, 5.0% PIK
(5.0% Max PIK)
5/3/20 143,409 143,409 127,096
VPG Metals Group LLC
(e)(g) Materials
11.0%, 2.0% PIK
(2.0% Max PIK)
6/30/18 2,166 2,166 2,155

Total Subordinated Debt
580,331 582,785
Unfunded Debt Commitments
(27,000 ) (27,000 )

Net Subordinated Debt
553,331 555,785

Collateralized Securities—2.5%

MP42013-2A Class Subord. B
(f)(g)(i) Diversified Financials 15.2% 10/25/25 21,000 11,176 12,751
NewStar Clarendon2014-1A Class D
(g)(i) Diversified Financials L+435 1/25/27 1,560 1,483 1,554
NewStar Clarendon2014-1A Class Subord. B
(g)(i) Diversified Financials 15.0% 1/25/27 17,900 13,405 14,845
Rampart CLO 2007 1A Class Subord.
(g)(i) Diversified Financials 8.5% 10/25/21 10,000 775 771
Wind River CLO Ltd. 2012 1A Class Subord. B
(g)(i) Diversified Financials 12.3% 1/15/26 42,504 21,632 27,588

Total Collateralized Securities
48,471 57,509


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor^(b)		Maturity	Principal Amount^(c)		Amortized Cost		Fair Value^(d)
Misys Ltd	(g)(k)(l)(x)	Software & Services	L+725		1.0%	6/13/25	$	6.2	$	6.2	$	6.0
NBG Home	(g)	Consumer Durables & Apparel	L+975		1.0%	9/30/24		34.2		33.8		31.4
NEP Broadcasting LLC	(g)(x)	Media & Entertainment	L+700			10/19/26		0.3		0.3		0.3
OEConnection LLC	(g)	Software & Services	L+825			9/25/27		34.1		33.7		33.7
One Call Care Management Inc	(e)(g)	Insurance	L+375, 6.0% PIK (6.0% Max PIK)		1.0%	4/11/24		31.2		31.0		25.5
P2 Energy Solutions, Inc.	(g)(x)	Software & Services	L+800		1.0%	4/30/21		71.3		70.7		69.4
Paradigm Acquisition Corp	(g)(x)	Health Care Equipment & Services	L+750			10/26/26		2.4		2.4		2.4
Peak 10 Holding Corp	(g)(x)	Telecommunication Services	L+725		1.0%	8/1/25		0.2		0.2		0.1
Petrochoice Holdings Inc	(e)(g)	Capital Goods	L+875		1.0%	8/21/23		65.0		63.8		64.1
Polyconcept North America Inc	(g)	Consumer Durables & Apparel	L+1,000		1.0%	2/16/24		29.4		28.9		29.7
Pure Fishing Inc	(g)	Consumer Durables & Apparel	L+838		1.0%	12/31/26		81.1		80.3		70.7
Rise Baking Company	(g)(h)	Food, Beverage & Tobacco	L+800		1.0%	8/9/26		31.1		30.9		30.6
Sequa Corp	(g)(h)(x)	Materials	L+900		1.0%	4/28/22		22.0		21.9		21.7
SIRVA Worldwide Inc	(g)(x)	Commercial & Professional Services	L+950			8/3/26		3.8		3.5		3.3
SMG/PA	(g)(x)	Consumer Services	L+700			1/23/26		1.3		1.3		1.3
Sorenson Communications LLC	(f)	Telecommunication Services	11.5% PIK (11.5% Max PIK)			4/30/25		15.1		14.7		15.1
Sparta Systems Inc	(g)	Software & Services	L+825		1.0%	7/27/25		35.1		34.6		31.4
Vestcom International Inc	(g)(h)	Consumer Services	L+825		1.0%	12/19/24		70.5		70.0		70.3
WireCo WorldGroup Inc	(g)(h)(x)	Capital Goods	L+900		1.0%	9/30/24		13.7		13.7		13.6
Z Gallerie LLC	(g)(y)	Retailing	12.0%			6/20/21		2.9		2.9		2.8

Total Senior Secured Loans—Second Lien										1,276.2		1,225.4

Other Senior Secured Debt—6.8%
Advanced Lighting Technologies Inc	(g)(n)(w)(z)	Materials	L+1,700 PIK (L+1,700 Max PIK)		1.0%	10/4/23		30.5		23.6		—
Angelica Corp	(t)	Health Care Equipment & Services	10.0% PIK (10.0% Max PIK)			12/30/22		41.7		41.2		30.1
Artesyn Embedded Technologies Inc	(g)(x)	Technology Hardware & Equipment	9.8%			10/15/20		21.0		20.8		21.1
Black Swan Energy Ltd	(e)(l)	Energy	9.0%			1/20/24		6.0		6.0		6.0
Cleaver-Brooks Inc	(g)(x)	Capital Goods	7.9%			3/1/23		9.4		9.5		8.9
Enterprise Development Authority	(g)(x)	Consumer Services	12.0%			7/15/24		3.6		3.7		3.9
FourPoint Energy LLC	(e)(f)(g)	Energy	9.0%			12/31/21		74.8		73.6		73.7
Frontier Communications Corp	(g)(l)(x)	Telecommunication Services	8.5%			4/1/26		6.3		6.1		6.3
JW Aluminum Co	(e)(g)(x)(y)	Materials	10.3%			6/1/26		36.5		36.5		38.6
Lycra	(g)(l)(x)	Consumer Durables & Apparel	7.5%			5/1/25		5.4		5.4		4.9
Mood Media Corp	(f)(g)(y)	Media & Entertainment	L+1,400 PIK (L+1,400 Max PIK)			12/31/23		37.9		36.8		37.2
MultiPlan Inc	(g)(x)	Health Care Equipment & Services	7.1%			6/1/24		1.7		1.8		1.6
PAREXEL International Corp	(g)(x)	Pharmaceuticals, Biotechnology & Life Sciences	6.4%			9/1/25		0.1		0.1		0.1
Pattonair Holdings Ltd	(g)(l)(x)	Capital Goods	9.0%			11/1/22		8.3		8.4		8.7
Ply Gem Holdings Inc	(g)(x)	Capital Goods	8.0%			4/15/26		7.7		7.6		7.6
Rockport (Relay)	(g)(n)(w)	Consumer Durables & Apparel	15.0% PIK (15.0% Max PIK)			7/31/22		25.8		22.0		0.1
Sungard Availability Services Capital Inc	(g)	Software & Services	L+400, 2.5% PIK (2.5% Max PIK)		1.0%	11/3/22		2.0		2.0		2.0
Velvet Energy Ltd	(g)(l)	Energy	9.0%			10/5/23		7.5		7.5		7.7
Vivint Inc	(g)(x)	Commercial & Professional Services	7.9%			12/1/22		4.2		4.0		4.2
Vivint Inc	(g)(x)	Commercial & Professional Services	7.6%			9/1/23		12.6		12.9		11.3

Total Other Senior Secured Debt										329.5		274.0

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~2019

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
Footnotes
Industry
Number of
Shares Amortized
Cost Fair
Value^(d)
Equity/Other—23.1%^(j)

5 Arches, LLC, Common Equity
(g)(i)(m) Diversified Financials 20,000 $ 500 $ 500
Advanced Lighting Technologies, Inc., Preferred Equity
(g)(k)(s) Materials 3,652 — 285
Altus Power America Holdings, LLC, Common Equity
(g)(k) Energy 462,008 462 439
Altus Power America Holdings, LLC, Preferred Equity
(g)(o) Energy 955,284 955 956
AP Exhaust Holdings, LLC, Class A1 Common Units
(g)(k)(m) Automobiles & Components 8 — —
AP Exhaust Holdings, LLC, Class A1 Preferred Units
(g)(k)(m) Automobiles & Components 803 895 895
APP Holdings, LP, Warrants, 5/25/2026
(g)(i)(k) Capital Goods 698,482 2,545 3,178
Aquilex Corp., Common Equity, Class A Shares
(g)(k)(m) Commercial & Professional Services 15,128 1,087 4,085
Aquilex Corp., Common Equity, Class B Shares
(g)(k)(m) Commercial & Professional Services 32,637 1,690 8,812
Ascent Resources Utica Holdings, LLC, Common Equity
(g)(k)(l) Energy 96,800,082 29,100 24,200
ASG Everglades Holdings, Inc., Common Equity
(g)(k)(s) Software & Services 1,689,767 36,422 72,829
ASG Everglades Holdings, Inc., Warrants, 6/27/2022
(g)(k)(s) Software & Services 229,541 6,542 4,901
Aspect Software Parent, Inc., Common Equity
(g)(k)(s) Software & Services 428,935 20,197 13,597
Aurora Diagnostics Holdings, LLC, Warrants, 5/25/2027
(e)(f)(g)(k) Health Care Equipment & Services 229,489 1,671 1,638
Burleigh Point, Ltd., Warrants, 7/16/2020
(g)(i)(k) Retailing 3,451,216 1,898 —
Chisholm Oil and Gas, LLC, Series A Units
(g)(k)(m) Energy 58,533 59 57
CSF Group Holdings, Inc., Common Equity
(g)(k) Capital Goods 391,300 391 333
Eastman Kodak Co., Common Equity
(g)(k) Consumer Durables & Apparel 61,859 1,203 455
Escape Velocity Holdings, Inc., Common Equity
(g)(k) Software & Services 19,312 193 207
FourPoint Energy, LLC, Common Equity,Class C-II-A Units
(g)(k)(m) Energy 21,000 21,000 7,245
FourPoint Energy, LLC, Common Equity, Class D Units
(g)(k)(m) Energy 3,937 2,601 1,368
FourPoint Energy, LLC, Common Equity,Class E-II Units
(g)(k)(m) Energy 87,400 21,850 29,279
FourPoint Energy, LLC, Common Equity,Class E-III Units
(g)(k)(m) Energy 70,875 17,719 24,275
Fronton Investor Holdings, LLC, Class B Units
(g)(k)(m)(s) Consumer Services 14,943 15,011 26,747
Global Jet Capital Holdings, LP, Preferred Equity
(f)(g)(i)(k) Commercial & Professional Services 42,281,308 42,281 48,624
H.I.G. Empire Holdco, Inc., Common Equity
(g)(k) Retailing 375 1,118 1,296
Harvey Holdings, LLC, Common Equity
(g)(k) Capital Goods 2,333,333 2,333 5,133
Imagine Communications Corp., Common Equity, Class A Units
(g)(k) Media 33,034 3,783 3,072
Industrial Group Intermediate Holdings, LLC, Common Equity
(g)(k)(m) Materials 441,238 441 684
International Aerospace Coatings, Inc., Common Equity
(f)(k) Capital Goods 4,401 464 79
International Aerospace Coatings, Inc., Preferred Equity
(f)(k) Capital Goods 1,303 1,303 1,303
JMC Acquisition Holdings, LLC, Common Equity
(g)(k) Capital Goods 483 483 650
JSS Holdco, LLC, Net Profits Interest
(g)(k) Capital Goods — — 493
JW Aluminum Co., Common Equity
(f)(g)(k)(t) Materials 972 — 541
JW Aluminum Co., Preferred Equity
(f)(g)(t) Materials 4,499 47,685 55,803
MB Precision Investment Holdings LLC,Class A-2 Units
(g)(k)(m) Capital Goods 490,213 490 —
Micronics Filtration Holdings, Inc., Common Equity
(g)(k) Capital Goods 53,073 553 —
Micronics Filtration Holdings, Inc., Preferred Equity, Series A
(g)(k) Capital Goods 55 553 832
Micronics Filtration Holdings, Inc., Preferred Equity, Series B
(g)(k) Capital Goods 23 229 246


Portfolio Company^(a)	Footnotes		Industry	Rate^(b)		Floor^(b)		Maturity		Principal Amount^(c)		Amortized Cost		Fair Value^(d)
Subordinated Debt—9.7%
Alion Science & Technology Corp		(e)(g)	Capital Goods		11.0%				8/1/22	$	68.6	$	68.1	$	68.5
Alion Science & Technology Corp		(g)	Capital Goods		11.0%				8/31/22		22.2		21.9		22.1
All Systems Holding LLC		(g)	Commercial & Professional Services		10.0% PIK (10.0% Max PIK)				10/31/22		0.1		0.1		0.1
athenahealth Inc		(g)	Health Care Equipment & Services		L+1,125 PIK (L+1,125 Max PIK)				2/11/27		56.5		56.4		56.8
Byrider Finance LLC		(g)	Automobiles & Components		20.0% PIK (20.0% Max PIK)				3/31/22		1.1		1.1		1.1
ClubCorp Club Operations Inc		(g)(x)	Consumer Services		8.5%				9/15/25		23.4		23.1		19.7
Craftworks Rest & Breweries Group Inc		(g)	Consumer Services						11/1/24		7.3		7.2		6.5
DEI Sales Inc		(e)(g)	Consumer Durables & Apparel		13.0% PIK (13.0% Max PIK)				2/28/23		74.1		73.6		67.3
Diamond Resorts International Inc		(g)(x)	Consumer Services		10.8%				9/1/24		1.2		1.1		1.2
GFL Environmental Inc		(g)(l)(x)	Commercial & Professional Services		8.5%				5/1/27		6.1		6.2		6.8
Hilding Anders		(g)(l)(n)(w)(z)	Consumer Durables & Apparel		13.0% PIK (13.0% Max PIK)				6/30/21	€	120.7		129.3		72.8
Hilding Anders		(g)(l)(n)(w)(z)	Consumer Durables & Apparel		12.0% PIK (12.0% Max PIK)				12/31/22		3.4		0.5		0.3
Hilding Anders		(g)(l)(n)(w)(z)	Consumer Durables & Apparel		12.0% PIK (12.0% Max PIK)				12/31/23		28.0		0.9		—
Hilding Anders		(g)(l)(n)(w)(z)	Consumer Durables & Apparel		18.0% PIK (18.0% Max PIK)				12/31/24		48.6		12.9		4.3
Hub International Ltd		(g)(x)	Insurance		7.0%				5/1/26	$	3.7		3.7		3.8
Imagine Communications Corp		(g)	Media & Entertainment		12.5% PIK (12.5% Max PIK)				10/29/20		0.8		0.8		0.8
Kenan Advantage Group Inc		(g)(x)	Transportation		7.9%				7/31/23		5.1		5.1		4.6
LifePoint Hospitals Inc		(g)(x)	Health Care Equipment & Services		9.8%				12/1/26		8.4		8.4		9.0
Nouryon (fka Akzo Nobel Specialty Chemicals)		(g)(l)(x)	Materials		8.0%				10/1/26		1.5		1.5		1.5
Plastipak Holdings Inc		(g)(x)	Materials		6.3%				10/15/25		1.0		1.0		0.9
Quorum Health Corp		(g)(x)	Health Care Equipment & Services		11.6%				4/15/23		4.0		4.0		3.6
SRS Distribution Inc		(g)(x)	Capital Goods		8.3%				7/1/26		7.0		6.9		7.2
Team Health Inc		(g)(x)	Health Care Equipment & Services		6.4%				2/1/25		2.8		2.6		2.0
Versatile Processing Group Inc		(g)	Materials		13.0% PIK (13.0% Max PIK)				12/30/20		2.8		2.8		2.5
Vertiv Group Corp		(g)(x)	Technology Hardware & Equipment		9.3%				10/15/24		22.8		22.9		22.0
Vivint Inc		(g)(x)	Commercial & Professional Services		8.8%				12/1/20		4.9		4.9		4.9
Z Gallerie LLC		(g)(y)	Retailing		L+650		1.0%		6/20/22		1.8		1.5		1.4

Total Subordinated Debt													468.5		391.7


Portfolio Company^(a)	Footnotes		Industry	Rate^(b)	Floor^(b)	Maturity		Principal Amount^(c)/ Shares		Amortized Cost		Fair Value^(d)
Asset Based Finance—17.5%
Abacus JV, Private Equity		(g)(l)	Insurance						20,312,960	$	20.3	$	20.3
Accelerator Investments Aggregator LP, Private Equity		(g)(l)(n)	Diversified Financials						3,303,010		3.8		3.6
Altavair NewCo, Private Equity		(g)(l)	Capital Goods						9,162,480		9.2		10.2
Altus Power America Inc, Preferred Stock		(r)	Energy	9.0%, 5.0% PIK (5.0% Max PIK)			10/3/23		1,107,723		1.1		1.1
AMPLIT JV LP, Limited Partnership Interest		(g)(l)(n)	Diversified Financials						N/A		4.8		0.8
Australis Maritime, Common Stock		(g)(l)(n)	Transportation						9,430,576		9.4		9.4
Bank of Ireland, Class B Credit Linked Floating Rate Note		(j)(l)	Banks	L+1,185			12/4/27	$	15.1		15.1		15.4
Global Jet Capital LLC, Structured Mezzanine		(g)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)			1/30/25	$	1.1		1.0		1.1
Global Jet Capital LLC, Structured Mezzanine		(g)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)			4/30/25	$	7.0		6.6		6.9
Global Jet Capital LLC, Structured Mezzanine		(g)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)			9/3/25	$	1.4		1.4		1.4

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~2019

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
Footnotes
Industry
Number of
Shares Amortized
Cost Fair
Value^(d)
Mood Media Corp., Common Equity
(g)(i)(k)(s) Media 16,243,967 $ 11,804 $ 29,385
NewStar Financial, Inc., Warrants, 11/4/2024
(g)(i)(k) Diversified Financials 3,000,000 15,058 —
North Haven Cadence TopCo, LLC, Common Equity
(g)(k) Consumer Services 1,041,667 1,042 1,406
PDI Parent LLC, Common Equity
(g)(k) Capital Goods 1,384,615 1,385 1,454
PSAV Holdings LLC, Common Equity
(f) Technology Hardware & Equipment 10,000 10,000 36,000
Ridgeback Resources Inc., Common Equity
(f)(i)(k) Energy 324,954 1,997 1,883
Roadhouse Holding Inc., Common Equity
(g)(k)(s) Consumer Services 6,672,036 6,932 —
S1 Blocker Buyer Inc., Common Equity
(g) Commercial & Professional Services 59 587 513
Safariland, LLC, Common Equity
(f)(k) Capital Goods 25,000 2,500 9,428
Safariland, LLC, Warrants, 7/27/2018
(f)(k) Capital Goods 2,263 246 854
Safariland, LLC, Warrants, 9/20/2019
(f)(k) Capital Goods 2,273 227 857
SandRidge Energy, Inc., Common Equity
(g)(i)(k) Energy 421,682 9,413 8,472
Sequel Industrial Products Holdings, LLC, Common Equity
(f)(g)(k) Commercial & Professional Services 33,306 3,400 12,546
Sequel Industrial Products Holdings, LLC, Preferred Equity
(f)(g) Commercial & Professional Services 8,000 13,065 13,068
Sequel Industrial Products Holdings, LLC, Warrants, 9/28/2022
(g)(k) Commercial & Professional Services 1,293 1 331
Sequel Industrial Products Holdings, LLC, Warrants, 5/10/2022
(f)(k) Commercial & Professional Services 19,388 12 5,365
Sequential Brands Group, Inc., Common Equity
(g)(k) Consumer Durables & Apparel 206,664 2,790 618
Sorenson Communications, Inc., Common Equity
(f)(k) Telecommunication Services 46,163 — 35,837
SSC Holdco Limited, Common Equity
(g)(i)(k) Health Care Equipment & Services 113,636 2,273 2,591
Sunnova Energy Corp., Common Equity
(g)(k) Energy 192,389 722 1,002
Sunnova Energy Corp., Preferred Equity
(g)(k) Energy 18,182 97 97
The Stars Group Inc., Warrants, 5/15/2024
(g)(i)(k) Consumer Services 2,000,000 16,832 20,520
ThermaSys Corp., Common Equity
(f)(k) Capital Goods 51,813 1 —
ThermaSys Corp., Preferred Equity
(f)(k) Capital Goods 51,813 5,181 —
Viper Holdings, LLC, Series I Units
(g)(k) Consumer Durables & Apparel 308,948 509 479
Viper Holdings, LLC, Series II Units
(g)(k)(m) Consumer Durables & Apparel 316,770 522 491
Viper Parallel Holdings LLC, Class A Units
(g)(k) Consumer Durables & Apparel 649,538 1,070 1,007
VPG Metals Group LLC,Class A-2 Units
(f)(k) Materials 3,637,500 3,638 1,637
Warren Resources, Inc., Common Equity
(f)(g)(k) Energy 113,515 534 386
Zeta Interactive Holdings Corp., Preferred Equity, SeriesE-1
(g)(k) Software & Services 215,662 1,714 �� 2,051
Zeta Interactive Holdings Corp., Preferred Equity, Series F
(g)(k) Software & Services 196,151 1,714 1,784
Zeta Interactive Holdings Corp., Warrants, 4/20/2027
(g)(k) Software & Services 29,422 — 105

Total Equity/Other
400,973 535,204

TOTAL INVESTMENTS—168.8%
$ 3,772,839 3,911,399

LIABILITIES IN EXCESS OF OTHER ASSETS—(68.8%)
(1,594,706 )

NET ASSETS—100%
$ 2,316,693


Portfolio Company^(a)	Footnotes		Industry	Rate^(b)		Floor^(b)	Maturity		Principal Amount^(c)/ Shares		Amortized Cost			Fair Value^(d)
Global Jet Capital LLC, Structured Mezzanine		(g)	Commercial & Professional Services		15.0% PIK (15.0% Max PIK)			9/29/25	$	1.4	$	1.3		$	1.3
Global Jet Capital LLC, Structured Mezzanine		(f)(g)	Commercial & Professional Services		15.0% PIK (15.0% Max PIK)			12/4/25	$	82.3		77.7			81.1
Global Jet Capital LLC, Structured Mezzanine		(f)(g)(l)	Commercial & Professional Services		15.0% PIK (15.0% Max PIK)			12/4/25	$	18.3		17.3			18.0
Global Jet Capital LLC, Structured Mezzanine		(f)(g)	Commercial & Professional Services		15.0% PIK (15.0% Max PIK)			12/9/25	$	1.9		1.8			1.9
Global Jet Capital LLC, Structured Mezzanine		(f)(g)(l)	Commercial & Professional Services		15.0% PIK (15.0% Max PIK)			12/9/25	$	14.6		13.8			14.3
Global Jet Capital LLC, Structured Mezzanine		(f)	Commercial & Professional Services		15.0% PIK (15.0% Max PIK)			1/29/26	$	7.0		6.7			6.9
Global Jet Capital LLC, Structured Mezzanine		(f)(l)	Commercial & Professional Services		15.0% PIK (15.0% Max PIK)			1/29/26	$	1.6		1.5			1.5
Global Jet Capital LLC, Structured Mezzanine		(g)	Commercial & Professional Services		15.0% PIK (15.0% Max PIK)			4/14/26	$	17.6		16.6			17.4
Global Jet Capital LLC, Structured Mezzanine		(g)	Commercial & Professional Services		15.0% PIK (15.0% Max PIK)			12/2/26	$	17.3		16.3			17.0
Global Jet Capital LLC, Preferred Stock		(f)(g)(n)	Commercial & Professional Services							52,722,941		52.7			4.0
Home Partners JV, Structured Mezzanine		(g)(l)(y)	Real Estate		11.0% PIK (11.0% Max PIK)			3/25/29	$	21.7		21.7			21.7
Home Partners JV, Structured Mezzanine		(l)(v)(y)	Real Estate		11.0% PIK (11.0% Max PIK)			3/25/29	$	21.7		21.7			21.7
Home Partners JV, Common Stock		(g)(l)(n)(y)	Real Estate							10,859,445		10.9			11.2
Home Partners JV, Private Equity		(g)(l)(n)(x)(y)	Real Estate							585,960		0.6			—
KKR Central Park Leasing Aggregator L.P., Partnership Interest		(g)(l)	Capital Goods		29.9%			5/31/23		N/A		42.9			56.6
KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest		(g)(l)	Capital Goods							18,328,729		18.3			22.8
Lenovo Group Ltd, Structured Mezzanine		(g)(l)	Technology Hardware & Equipment		8.0%			6/22/22	€	7.4		8.4			8.0
Lenovo Group Ltd, Structured Mezzanine		(g)(l)	Technology Hardware & Equipment		8.0%			6/22/22	$	15.5		15.5			15.5
Lenovo Group Ltd, Structured Mezzanine		(g)(l)	Technology Hardware & Equipment		12.0%			6/22/22	€	4.7		5.3			5.1
Lenovo Group Ltd, Structured Mezzanine		(g)(l)	Technology Hardware & Equipment		12.0%			6/22/22	$	9.8		9.8			9.8
Orchard Marine Limited, Class B Common Stock		(g)(l)(n)(y)	Transportation							1,964		3.1			—
Orchard Marine Limited, Series A Preferred Stock		(g)(l)(n)(y)	Transportation							58,920		58.0			22.5
Pretium Partners LLC P2, Structured Mezzanine		(g)(l)	Real Estate		9.5%			5/29/25	$	23.5		23.5			23.8
Rampart CLO 2007 1A Class Subord.		(g)(l)	Diversified Financials					10/25/21	$	10.0		0.1			0.5
Sofi Lending Corp,2019-C R1		(g)(l)	Diversified Financials					11/16/48	$	21.2		12.0			12.0
Star Mountain Diversified Credit Income Fund III, LP, Private Equity		(l)(p)	Diversified Financials							5,000,000		5.0			8.2
Toorak Capital Funding LLC, Membership Interest		(g)(l)(z)	Diversified Financials							288,831		0.3			0.3
Toorak Capital LLC, Membership Interest		(g)(z)	Diversified Financials							N/A		184.5			237.6
Wind River CLO Ltd. 2012 1A Class Subord. B		(g)(l)	Diversified Financials					1/15/26	$	42.5		18.6			13.9

Total Asset Based Finance												738.6			724.8
Unfunded commitments												(21.7	)		(21.7	)

Net Asset Based Finance												716.9			703.1

Portfolio Company^(a)

Footnotes

Industry

Rate^(b)

Floor^(b)

Maturity

Principal
Amount^(c)

Amortized
Cost

Fair
Value^(d)

Strategic Credit Opportunities, LLC—10.6%

Strategic Credit Opportunities Partners, LLC

(g)(l)(z)

Diversified Financials

425.3

425.7

Total Strategic Credit Opportunities Partners

425.3

425.7

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~2019

(in ~~thousands,~~millions, except share amounts)



Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor^(b)	Maturity		Number of Shares		Amortized Cost		Fair Value^(d)
Equity/Other—13.3%^(m)
Advanced Lighting Technologies Inc, Common Stock	(g)(n)(z)	Materials						587,637	$	16.5	$	—
Advanced Lighting Technologies Inc, Warrant	(g)(n)(z)	Materials				10/4/27		9,262		0.1		—
Alion Science & Technology Corp, Class A Membership Interest	(g)(n)	Capital Goods						N/A		7.4		11.2
All Systems Holding LLC, Common Stock	(g)(n)	Commercial & Professional Services						586,763		0.6		0.7
AltEn, LLC, Membership Units	(n)(s)(y)	Energy						2,384		3.0		—
Amtek Global Technology Pte Ltd, Ordinary Shares	(j)(l)(n)(z)	Automobiles & Components						5,735,799,959		30.7		15.3
Amtek Global Technology Pte Ltd, Trade Claim	(j)(l)(n)(z)	Automobiles & Components						3,590,032		3.0		2.0
Angelica Corp, Limited Partnership Interest	(n)(t)	Health Care Equipment & Services						877,044		47.6		—
Ap Plasman Inc, Warrant	(g)(l)(n)	Capital Goods				5/25/26		6,985		2.5		1.1
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock	(n)(o)	Energy						10,193		9.7		2.3
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim	(o)	Energy						86,607,143		19.4		19.8
ASG Technologies, Common Stock	(g)(n)(y)	Software & Services						1,149,421		23.4		63.8
ASG Technologies, Warrant	(g)(n)(y)	Software & Services				6/27/22		229,541		6.5		7.8
Aspect Software Inc, Common Stock	(g)(n)	Software & Services						161,261		0.3		0.2
Aspect Software Inc, Warrant	(g)(n)	Software & Services				1/15/24		161,008		—		—
Belk Inc, Units	(g)(n)	Retailing						1,642		7.8		2.8
Bellatrix Exploration Ltd, Warrant	(g)(l)(n)	Energy				9/11/23		127,489		—		—
Byrider Finance LLC, Common Stock	(g)(n)	Automobiles & Components						833		—		—
Cengage Learning, Inc, Common Stock	(g)(n)	Media & Entertainment						227,802		7.5		4.0
Charlotte Russe Inc, Common Stock	(g)(n)(y)	Retailing						22,575		12.5		—
Chisholm Oil & Gas Operating LLC, Series A Units	(n)(p)	Energy						75,000		0.1		0.1
CSafe Global, Common Stock	(g)(n)	Capital Goods						391,300		0.4		0.7
CTI Foods Holding Co LLC, Common Stock	(g)(n)	Food, Beverage & Tobacco						5,836		0.7		0.7
DEI Sales Inc, Class A Units	(g)(n)	Consumer Durables & Apparel						649,538		1.1		0.2
DEI Sales Inc, Series I Units	(g)(n)	Consumer Durables & Apparel						308,948		0.5		0.1
DEI Sales Inc, Series II Units	(n)(p)	Consumer Durables & Apparel						316,770		0.5		0.1
Directed LLC, Warrant	(g)(n)	Consumer Durables & Apparel				12/31/25		649,538		—		—
Empire Today LLC, Common Stock	(g)(n)	Retailing						375		1.1		2.0
FourPoint Energy LLC, Common Stock, Class C—II—A Units	(n)(p)	Energy						21,000		21.0		3.1
FourPoint Energy LLC, Common Stock, Class D Units	(n)(p)	Energy						3,937		2.6		0.6
FourPoint Energy LLC, Common Stock, Class E—II Units	(n)(p)	Energy						48,025		12.0		7.0
FourPoint Energy LLC, Common Stock, Class E—III Units	(n)(p)	Energy						70,875		17.7		10.4
Fronton BV, Common Stock	(n)(p)(y)	Consumer Services						14,943		—		1.4
Genesys Telecommunications Laboratories Inc, Class A Shares	(g)(n)	Technology Hardware & Equipment						40,529		—		—
Genesys Telecommunications Laboratories Inc, Class A1—A5 Shares	(g)(n)	Technology Hardware & Equipment						3,463,150		0.1		0.9
Genesys Telecommunications Laboratories Inc, Ordinary Shares	(g)(n)	Technology Hardware & Equipment						2,810,145		—		—
Genesys Telecommunications Laboratories Inc, Preferred Stock	(g)(n)	Technology Hardware & Equipment						1,050,465		—		—
Harvey Industries Inc, Common Stock	(g)(n)	Capital Goods						2,333,333		2.3		8.1
Hilding Anders, ARLE PIK Interest	(g)(l)(n)(w)(z)	Consumer Durables & Apparel	12.0% PIK (12.0% Max PIK)			12/31/22		4,300,103		—		—
Hilding Anders, Class A Common Stock	(g)(l)(n)(z)	Consumer Durables & Apparel						4,503,411		0.1		—
Hilding Anders, Class B Common Stock	(g)(l)(n)(z)	Consumer Durables & Apparel						574,791		—		—
Hilding Anders, Class C Common Stock	(g)(l)(n)(z)	Consumer Durables & Apparel						213,201		—		—

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, 2019

(in millions, except share amounts)



Portfolio Company^(a)	Footnotes	Industry	Rate^(b)		Floor^(b)	Maturity		Number of Shares		Amortized Cost		Fair Value^(d)
Hilding Anders, Equity Options	(g)(l)(n)(z)	Consumer Durables & Apparel					12/31/20		236,160,807	$	15.0	$	1.6
HM Dunn Co Inc, Preferred Stock, Series A	(g)(n)(y)	Capital Goods							214		—		—
HM Dunn Co Inc, Preferred Stock, Series B	(g)(n)(y)	Capital Goods							214		—		—
Home Partners of America Inc, Common Stock	(g)(n)(y)	Real Estate							81,625		83.6		133.0
Home Partners of America Inc, Warrant	(g)(n)(y)	Real Estate					8/7/24		2,675		0.3		2.0
Imagine Communications Corp, Common Stock	(g)(n)	Media & Entertainment							33,034		3.8		4.1
JHC Acquisition LLC, Common Stock	(g)(n)	Capital Goods							483		0.5		0.6
Jones Apparel Holdings, Inc., Common Stock	(g)(n)	Consumer Durables & Apparel							5,451		0.9		—
JSS Holdings Ltd, Net Profits Interest	(g)(n)	Capital Goods							40		—		1.2
JW Aluminum Co, Common Stock	(f)(g)(n)(y)	Materials							1,474		—		—
JW Aluminum Co, Preferred Stock	(f)(g)(y)	Materials		12.5% PIK			2/15/28		8,404		86.6		116.9
Keystone Australia Holdings Pty Limited, Residual Claim	(g)(l)(n)	Consumer Services							N/A		6.5		0.1
KKR BPT Holdings Aggregator LLC, Membership Interest	(g)(l)(n)(z)	Diversified Financials							N/A		17.6		—
MB Precision Holdings LLC, Class A—2 Units	(g)(n)(p)(y)	Capital Goods							1,426,110		0.5		—
MB Precision Holdings LLC, Preferred Stock	(g)(n)(y)	Capital Goods							8,952,623		1.9		1.1
Micronics Filtration Holdings Inc, Common Stock	(g)(n)	Capital Goods							53,073		0.6		—
Micronics Filtration Holdings Inc, Preferred Stock, Series A	(g)(n)	Capital Goods							55		0.6		—
Micronics Filtration Holdings Inc, Preferred Stock, Series B	(g)(n)	Capital Goods							23		0.2		—
Mood Media Corp, Common Stock	(g)(n)(y)	Media & Entertainment							16,243,967		11.8		1.7
NBG Home, Common Stock	(g)(n)	Consumer Durables & Apparel							1,903		2.6		0.2
Nine West Holdings Inc, Common Stock	(g)(n)	Consumer Durables & Apparel							5,451		6.5		—
North Haven Cadence Buyer Inc, Common Stock	(g)(n)	Consumer Services							1,041,667		1.0		2.4
Petroplex Acidizing Inc, Warrant	(g)(n)	Energy					12/15/26		8		—		—
Polyconcept North America Inc, Class A—1 Units	(g)(n)	Consumer Durables & Apparel							29,376		2.9		5.1
Power Distribution Inc, Common Stock	(g)(n)	Capital Goods							1,941,431		1.7		0.2
Proserv Acquisition LLC, Class A Common Units	(g)(l)(n)(y)	Energy							2,635,005		33.5		14.1
Proserv Acquisition LLC, Class A Preferred Units	(g)(l)(n)(y)	Energy							837,780		5.4		9.5
Ridgeback Resources Inc, Common Stock	(f)(l)(n)	Energy							324,954		2.0		1.6
Rockport (Relay), Warrant	(g)(n)	Consumer Durables & Apparel					8/2/28		1,215,682		—		—
Safariland LLC, Common Equity	(f)(n)(y)	Capital Goods							29,536		3.0		6.3
Sequential Brands Group Inc., Common Stock	(g)(n)(x)	Consumer Durables & Apparel							206,664		2.8		—
Sorenson Communications LLC, Common Stock	(f)(n)	Telecommunication Services							46,163		—		35.0
SSC (Lux) Limited S.a r.l., Common Stock	(g)(l)(n)	Health Care Equipment & Services							113,636		2.3		3.2
Stuart Weitzman Inc, Common Stock	(g)(n)	Consumer Durables & Apparel							5,451		—		—
Sungard Availability Services Capital Inc, Common Stock	(f)(g)(n)	Software & Services							44,857		3.1		2.9
Sunnova Energy International Inc, Common Stock	(g)(n)(x)	Energy							97,515		1.1		1.0
ThermaSys Corp, Common Stock	(e)(f)(g)(n)(y)	Capital Goods							17,383,026		10.2		7.2
ThermaSys Corp, Preferred Stock	(g)(n)(y)	Capital Goods							1,529		1.7		1.5
Towergate, Ordinary Shares	(g)(l)(n)	Insurance							133,264		0.2		0.2
Towergate, Preferred Stock	(g)(l)(n)	Insurance							6,113,719		9.1		9.7
Trace3 Inc, Common Stock	(g)(n)	Software & Services							19,312		0.2		0.5
Versatile Processing Group Inc, Class A—2 Units	(f)(n)	Materials							3,637,500		3.6		0.4
Warren Resources Inc, Common Stock	(g)(n)	Energy							113,515		0.5		0.3

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, 2019

(in millions, except share amounts)



Portfolio Company^(a)	Footnotes		Industry	Rate^(b)	Floor^(b)	Maturity		Number of Shares		Amortized Cost		Fair Value^(d)
Z Gallerie LLC, Common Stock		(g)(n)(y)	Retailing						1,862,460	$	0.7	$	0.7
Zeta Interactive Holdings Corp, Preferred Stock, Series E—1		(g)(n)	Software & Services						215,662		1.7		2.4
Zeta Interactive Holdings Corp, Preferred Stock, Series F		(g)(n)	Software & Services						196,151		1.7		2.2
Zeta Interactive Holdings Corp, Warrant		(g)(n)	Software & Services				4/20/27		29,422		—		0.1

Total Equity/Other											586.6		535.4

TOTAL INVESTMENTS—179.4%										$	7,586.1		7,218.4

LIABILITIES IN EXCESS OF OTHER ASSETS—(79.4%)													(3,194.4	)

NET ASSETS—100%												$	4,024.0

Foreign currency forward contracts


Foreign Currency	Settlement Date		Counterparty	Amount and Transaction		US$ Value at Settlement Date			US$ Value at September 30, 2019			Unrealized Appreciation (Depreciation)
AUD		10/10/2019	JP Morgan Chase Bank	A$	0.5 Bought	$	(0.3	)	$	(0.3	)	$	—
AUD		10/10/2019	JP Morgan Chase Bank	A$	0.5 Sold		0.3			0.3			—
CAD		10/10/2019	JP Morgan Chase Bank	C$	4.4 Bought		(3.3	)		(3.3	)		—
CAD		10/10/2019	JP Morgan Chase Bank	C$	4.4 Sold		3.3			3.3			—
EUR		10/2/2019	JP Morgan Chase Bank	€	11.6 Bought		(12.8	)		(12.7	)		(0.1	)
EUR		10/2/2019	JP Morgan Chase Bank	€	92.5 Sold		106.1			100.9			5.2
EUR		10/10/2019	JP Morgan Chase Bank	€	37.0 Bought		(40.4	)		(40.4	)		—
EUR		10/10/2019	JP Morgan Chase Bank	€	37.0 Sold		42.1			40.4			1.7
EUR		7/17/2023	JP Morgan Chase Bank	€	1.3 Sold		1.7			1.5			0.2
GBP		10/13/2021	JP Morgan Chase Bank	£	3.4 Sold		4.6			4.3			0.3
GBP		1/11/2023	JP Morgan Chase Bank	£	7.0 Sold		9.4			8.8			0.6
GBP		1/11/2023	JP Morgan Chase Bank	£	1.9 Sold		2.9			2.5			0.4
GBP		1/11/2023	JP Morgan Chase Bank	£	1.7 Sold		2.6			2.2			0.4
GBP		1/11/2023	JP Morgan Chase Bank	£	3.4 Sold		4.8			4.3			0.5
GBP		1/11/2023	JP Morgan Chase Bank	£	1.4 Sold		1.9			1.8			0.1

Total						$	122.9		$	113.6		$	9.3

Cross currency swaps

Counterparty

Company Receives Fixed Rate

Company Pays Fixed Rate

Termination Date

Unrealized Appreciation
(Depreciation)

JP Morgan Chase Bank

2.20% on USD notional amount of $22.2

0.00% on EUR notional amount of €21.0

12/31/2019

)

Total

)

(a)	Security may be an obligation of one or more entities affiliated with the named company.

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, 2019

(in millions, except share amounts)

(b)

Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of September 30, ~~2017,~~2019, the three-month London Interbank Offered Rate, or LIBOR or “L”, was ~~1.33%~~2.09%, the Euro Interbank Offered Rate, or EURIBOR, was ~~(0.33)~~(0.42)%, Canadian Dollar Offer Rate, or CDOR, was 1.97% and the U.S. Prime Lending Rate, or Prime, was ~~4.25%~~5.00%. PIK meanspaid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment. Variable rate securities with no floor rate use the respective benchmark rate in all cases.

(c)	Denominated in U.S. dollars unless otherwise noted.

(d)	Fair value determined by the Company’s board of directors (see Note 7)8).

(e)	Security or portion thereof held within Locust Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the term loan facility with JPMorgan Chase Bank, N.A. (see Note 8)9).

(f)	Security or portion thereof held within Race Street Funding ~~LLC and~~LLC. Security is ~~pledged~~available as collateral ~~supporting~~to support the amounts outstanding under the ~~revolving credit facility with ING Capital LLC~~Senior Secured Revolving Credit Facility (see Note 8)9).

(g)	Security or portion thereof is pledged as collateral supporting the amounts outstanding under the ~~revolving credit facility with ING Capital LLC~~Senior Secured Revolving Credit Facility (see Note 8)9).

(h)	Security or portion thereof held within ~~Hamilton Street~~FS KKR MM CLO 1 LLC (see Note 9).

(i)	Security or portion thereof held within CCT Tokyo Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with ~~HSBC Bank USA, N.A.~~Sumitomo Mitsui Banking Corporation (see Note 8)9).

~~(i)~~(j)

Security or portion thereof held within CCT Dublin Funding Limited.

(k)	Position or portion thereof unsettled as of September 30, 2019.

(l)

The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of September 30, ~~2017, 81.4%~~2019, 81.3% of the Company’s total assets represented qualifying assets.

~~(j)~~(m)

Listed investments may be treated as debt for GAAP or tax purposes.

~~(k)~~(n)

Security isnon-income producing.

~~(l)~~(o)

Security held within IC American Energy Investments, Inc., a wholly-owned subsidiary of the Company.

~~(m)~~(p)

Security held within FSIC Investments, Inc., a wholly-owned subsidiary of the Company.

~~(n)~~(q)

Security held within IC Arches Investments, LLC, a wholly-owned subsidiary of the Company.

~~(o)~~(r)

Security held within IC Altus Investments, LLC, a wholly-owned subsidiary of the Company.

~~(p)~~(s)

Security held within CCT Holdings, LLC, a wholly-owned subsidiary of the Company.

(t)	Security held within CCT Holdings II, LLC, a wholly-owned subsidiary of the Company.

(u)

Not used.

(v)	Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding.

~~(q)~~

~~Asset is onnon-accrual~~ ~~status.~~

~~(r)~~

~~The transfer of a portion of this loan does not qualify for sale accounting under Accounting Standards Codification Topic 860,~~~~Transfers and Servicing~~~~, and therefore, the entire senior secured loan remains in the unaudited consolidated schedule of investments as of September 30, 2017 (see Note 8).~~

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~2019

(in ~~thousands,~~millions, except share amounts)

~~(s)~~(w)

Asset is onnon-accrual status.

(x)	Security is classified as Level 1 or Level 2 in the Company’s fair value hierarchy (see Note 8).

(y)

Under the Investment Company Act of 1940, as amended, the Company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of September 30, ~~2017,~~2019, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control”. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person for the nine months ended September 30, ~~2017:~~2019:

Portfolio Company
Fair Value at
December 31,
2016 Transfers
In or Out Purchases and
Paid-in- kind
Interest Sales and
Repayments Accretion of
Discount Net Realized
Gain (Loss) Net Change in
Unrealized
Appreciation
(Depreciation) Fair Value at
September 30,
2017 Interest
Income⁽⁴⁾ PIK
Income⁽⁴⁾ Fee
Income⁽⁴⁾
Senior Secured Loans—First Lien

ASG Technologies Group, Inc.
$ 54,766 $ — $ 11,832 $ (65,789 ) $ 49 $ 295 $ (1,153 ) $ — $ 3,203 $ 356 $ —
Aspect Software, Inc.⁽¹⁾⁽²⁾
— 634 536 (178 ) — — (3 ) 989 61 — 17
Aspect Software, Inc.⁽²⁾
— 697 — (13 ) — — — 684 59 — 3
Aspect Software, Inc.⁽³⁾
— — — — — — — — — — 12
Senior Secured Loans—Second Lien

ASG Technologies Group, Inc.
23,872 — — (24,611 ) 549 5,529 (5,339 ) — 2,286 — 1,231
Logan’s Roadhouse, Inc.
15,415 — 5,115 — 23 — (6,078 ) 14,475 (3 ) 1,499 —
Senior Secured Bonds

Advanced Lighting Technologies, Inc.
— 32,222 — — — — 4,593 36,815 3,667 — —
Mood Media Corp.
— 21,568 — — — — — 21,568 780 — —
Subordinated Debt

Mood Media Corp.⁽²⁾
— 5,689 — (6,460 ) 44 727 — — 432 — —
Equity/Other

Advanced Lighting Technologies, Inc., Preferred Equity
— — — — — — 285 285 — — —
ASG Everglades Holdings, Inc., Common Equity
79,673 — — — — — (6,844 ) 72,829 — — —
ASG Everglades Holdings, Inc., Warrants, 6/27/2022
5,830 — — — — — (929 ) 4,901 — — —
Aspect Software, Inc.⁽²⁾
— 19,792 100 — — 305 (6,600 ) 13,597 — — —
Fronton Investor Holdings, LLC, Class B Units
15,092 — — — — — 11,655 26,747 — — —
Mood Media Corp.
— 6,662 5,142 — — — 17,581 29,385 — — —
Roadhouse Holding Inc., Common Equity
8,147 — — — — — (8,147 ) — — — —

Total
$ 202,795 $ 87,264 $ 22,725 $ (97,051 ) $ 665 $ 6,856 $ (979 ) $ 222,275 $ 10,485 $ 1,855 $ 1,263


Portfolio Company	Fair Value at December 31, 2018		Gross Additions⁽¹⁾		Gross Reductions⁽²⁾			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Fair Value at September 30, 2019		Interest Income⁽³⁾		PIK Income⁽³⁾
Senior Secured Loans—First Lien
AltEn, LLC	$	2.9	$	—	$	—		$	—		$	(1.4	)	$	1.5	$	—	$	—
Aspect Software Inc⁽⁴⁾		2.7		—		(3.7	)		—			1.0			—		—		—
Aspect Software Inc⁽⁴⁾		0.5		—		(0.7	)		—			0.2			—		—		—
Charlotte Russe Inc		3.5		—		(1.2	)		(8.2	)		5.9			—		—		—
HM Dunn Co Inc		0.1		—		—			—			0.2			0.3		—		—
HM Dunn Co Inc		—		—		—			—			—			—		—		—
MB Precision Holdings LLC		4.6		0.3		(0.1	)		—			(0.2	)		4.6		0.5		0.1
Safariland LLC⁽⁶⁾		—		11.5		—			—			(0.5	)		11.0		0.2		—
Safariland LLC⁽⁶⁾		—		123.3		(8.7	)		—			(4.5	)		110.1		9.6		—
ThermaSys Corp		6.7		0.5		—			—			(0.7	)		6.5		0.4		—
Senior Secured Loans—Second Lien
Z Gallerie LLC		—		2.9		—			—			(0.1	)		2.8		0.1		—
Other Senior Secured Debt
JW Aluminum Co⁽⁵⁾		—		36.5		—			—			2.1			38.6		2.8		—
Mood Media Corp		26.6		44.2		(33.9	)		—			0.3			37.2		2.7		1.1
Rockport (Relay)⁽⁴⁾		9.9		—		(30.9	)		—			21.0			—		—		—
Subordinated Debt
Z Gallerie LLC		—		1.5		—			—			(0.1	)		1.4		0.1		—
Asset Based Finance
Home Partners JV, Structured Mezzanine		—		21.7		—			—			—			21.7		1.1		—
Home Partners JV, Private Equity		—		10.9		—			—			0.3			11.2		—		—
Home Partners JV, Swaption		—		0.6		—			—			(0.6	)		—		—		—
Orchard Marine Limited, Class B Common Stock		—		—		—			—			—			—		—		—
Orchard Marine Limited, Series A Preferred Stock		32.1		—		—			—			(9.6	)		22.5		—		—
Equity/Other
AltEn, LLC, Membership Units		—		—		—			—			—			—		—		—
ASG Technologies, Common Stock		85.8		—		(30.0	)		17.0			(9.0	)		63.8		—		—
ASG Technologies, Warrant		6.7		—		—			—			1.1			7.8		—		—
Aspect Software Inc, Common Stock⁽⁴⁾		—		—		(10.5	)		—			10.5			—		—		—
Charlotte Russe Inc, Common Stock		—		—		—			—			—			—		—		—
Fronton BV, Common Stock		—		—		—			—			1.4			1.4		—		—
HM Dunn Co Inc, Preferred Stock, Series A		—		—		—			—			—			—		—		—

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, 2019

(in millions, except share amounts)


Portfolio Company	Fair Value at December 31, 2018		Gross Additions⁽¹⁾		Gross Reductions⁽²⁾			Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Fair Value at September 30, 2019		Interest Income⁽³⁾		PIK Income⁽³⁾
HM Dunn Co Inc, Preferred Stock, Series B	$	—	$	—	$	—		$	—	$	—		$	—	$	—	$	—
Home Partners of America Inc, Common Stock		129.8		—		(30.0	)		11.7		21.5			133.0		—		—
Home Partners of America Inc, Warrant		1.1		—		—			—		0.9			2.0		—		—
JW Aluminum Co, Common Stock⁽⁵⁾		—		—		—			—		—			—		—		—
JW Aluminum Co, Preferred Stock⁽⁵⁾		—		86.6		—			—		30.3			116.9		0.8		10.3
MB Precision Holdings LLC, Class A—2 Units		—		—		—			—		—			—		—		—
MB Precision Holdings LLC, Preferred Stock		1.2		0.1		—			—		(0.2	)		1.1		—		—
Mood Media Corp, Common Stock		14.8		—		—			—		(13.1	)		1.7		—		—
Proserv Acquisition LLC, Class A Common Units		8.8		—		—			—		5.3			14.1		—		—
Proserv Acquisition LLC, Class A Preferred Units		9.5		—		—			—		—			9.5		—		—
Rockport (Relay), Class A Units⁽⁴⁾		—		—		—			—		—			—		—		—
Safariland LLC, Common Equity⁽⁶⁾		—		3.0		—			—		3.3			6.3		—		—
ThermaSys Corp, Common Stock		9.4		0.8		—			—		(3.0	)		7.2		—		—
ThermaSys Corp, Preferred Stock		1.5		0.2		—			—		(0.2	)		1.5		—		—
Z Gallerie LLC, Common Stock		—		0.7		—			—		—			0.7		—		—

Total	$	358.2	$	345.3	$	(149.7	)	$	20.5	$	62.1		$	636.4	$	18.3	$	11.5

(1)

~~Security includes~~

Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a ~~partially unfunded commitment with an amortized cost of $25 and a fair value of $25.~~different category.

(2)

Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

(3)	Interest and PIK income presented for the full nine months ended September 30, 2019.

(4)	The Company held this investment as of ~~December 31, 2016~~September 30, 2019 but it was not deemed to be an “affiliated person” of the portfolio company as of September 30, 2019. Transfers in or out have been presented at amortized cost.

(5)	The Company held this investment as of December 31, 2018 but it was deemed to “control” the portfolio company as of December 31, ~~2016.~~2018. Transfers in or out have been presented at amortized cost.

~~(3)~~(6)

~~Security is~~

The Company held this investment as of December 31, 2018 but it was not deemed to be an ~~unfunded commitment with an~~“affiliated person” of the portfolio company as of December 31, 2018. Transfers in or out have been presented at amortized ~~cost of $361 and a fair value of $361.~~

cost.

~~See notes to unaudited consolidated financial statements.~~

~~FS Investment Corporation~~

~~Unaudited Consolidated Schedule of Investments (continued)~~

~~As of September 30, 2017~~

~~(in thousands, except share amounts)~~

~~(4)~~

~~Interest, PIK, fee and dividend income presented for the full nine months ended September 30, 2017.~~

~~(t)~~(z)

Under the Investment Company Act of 1940, as amended, the Company generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of September 30, ~~2017,~~2019, the Company held investments in ~~one~~ portfolio ~~company~~companies of which it is deemed to be an “affiliated person” and deemed to “control”. During the nine months ended September 30, ~~2017,~~2019, the Company disposed of investments in ~~one~~ portfolio ~~company~~companies of which it was deemed to be an “affiliated person” and deemed to “control”. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person and deemed to control for the nine months ended September 30, ~~2017:~~2019:

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, 2019

(in millions, except share amounts)


Portfolio Company	Fair Value at December 31, 2018			Gross Additions⁽¹⁾		Gross Reductions⁽²⁾			Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Fair Value at September 30, 2019		Interest Income⁽³⁾		PIK Income⁽³⁾		Dividend Income⁽³⁾
Senior Secured Loans—First Lien
Advanced Lighting Technologies Inc	$	20.2		$	0.5	$	(0.2	)	$	—	$	(2.5	)	$	18.0	$	1.9	$	—	$	—
Amtek Global Technology Pte Ltd		56.4			—		—			—		(2.7	)		53.7		2.1		—		—
Senior Secured Loans—Second Lien
Amtek Global Technology Pte Ltd		37.6			—		—			—		(1.8	)		35.8		1.4		—		—
Other Senior Secured Debt
Advanced Lighting Technologies Inc		8.0			—		—			—		(8.0	)		—		—		—		—
JW Aluminum Co⁽⁴⁾		36.4			—		(36.5	)		—		0.1			—		—		—		—
Subordinated Debt
Hilding Anders		81.0			4.3		—			—		(12.5	)		72.8		—		4.2		—
Hilding Anders		0.5			—		—			—		(0.2	)		0.3		—		—		—
Hilding Anders		—			—		—			—		—			—		—		—		—
Hilding Anders		7.2			—		—			—		(2.9	)		4.3		—		—		—
Asset Based Finance
Comet Aircraft S.a.r.l., Common Stock		32.4			—		(36.0	)		1.5		2.1			—		2.7		—		—
Toorak Capital Funding LLC, Membership Interest		—			0.3		—			—		—			0.3		—		—		—
Toorak Capital LLC, Membership Interest		127.4			70.7		—			—		39.5			237.6		—		—		9.1
Strategic Credit Opportunities Partners, LLC
Strategic Credit Opportunities Partners, LLC		299.3			131.3		—			—		(4.9	)		425.7		—		—		33.1
Equity/Other
Advanced Lighting Technologies Inc, Common Stock		—			—		—			—		—			—		—		—		—
Advanced Lighting Technologies Inc, Warrant		—			—		—			—		—			—		—		—		—
Amtek Global Technology Pte Ltd, Ordinary Shares		26.4			—		—			—		(11.1	)		15.3		—		—		—
Amtek Global Technology Pte Ltd, Trade Claim		2.6			—		—			—		(0.6	)		2.0		—		—		—
Hilding Anders, ARLE PIK Interest		—			—		—			—		—			—		—		—		—
Hilding Anders, Class A Common Stock		—			—		—			—		—			—		—		—		—
Hilding Anders, Class B Common Stock		—			—		—			—		—			—		—		—		—
Hilding Anders, Class C Common Stock		—			—		—			—		—			—		—		—		—
Hilding Anders, Equity Options		2.6			—		—			—		(1.0	)		1.6		—		—		—
JW Aluminum Co, Common Stock⁽⁴⁾		—			—		—			—		—			—		—		—		—
JW Aluminum Co, Preferred Stock⁽⁴⁾		75.8			—		(75.7	)		—		(0.1	)		—		—		—		—
KKR BPT Holdings Aggregator LLC, Membership Interest		(1.4	)		1.4		—			—		—			—		—		—		—

Total	$	812.4		$	208.5	$	(148.4	)	$	1.5	$	(6.6	)	$	867.4	$	8.1	$	4.2	$	42.2

(1)

~~The Company held this investment as~~

Gross additions include increases in the cost basis of ~~December 31, 2016 but it was not deemed to be~~investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an ~~“affiliated person” of the~~existing portfolio company ~~or deemed to “control” the portfolio company as of December 31, 2016. Transfers in or out have been presented at amortized cost.~~into this category from a different category.

(2)

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, 2019

(in millions, except share amounts)

(3)	Interest, PIK ~~fee~~ and dividend income presented for the full nine months ended September 30, ~~2017.~~2019.

(4)	The Company held this investment as of September 30, 2019 but it was not deemed to “control” the portfolio company as of September 30, 2019. Transfers in or out have been presented at amortized cost.

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Consolidated Schedule of Investments

As of December 31, ~~2016~~2018

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
   Footnotes
Industry
Rate^(b) Floor Maturity Principal
Amount^(c) Amortized
Cost Fair
Value^(d)
Senior Secured Loans—First Lien—84.2%

5 Arch Income Fund 2, LLC
   (g)(j)(o) Diversified Financials 10.5% 11/18/21 $ 19,561 $ 19,611 $ 19,561
5 Arch Income Fund 2, LLC
   (g)(j)(o)(q) Diversified Financials 10.5% 11/18/21 18,439 18,439 18,439
A.P. Plasman Inc.
   (e)(f)(g)(h)(j) Capital Goods L+850 1.0% 12/29/19 202,235 200,358 199,707
Aeneas Buyer Corp.
   (g) Health Care Equipment & Services L+500 1.0% 12/18/21 916 916 916
Aeneas Buyer Corp.
   (e)(g)(h) Health Care Equipment & Services L+815 1.0% 12/18/21 77,220 77,220 78,378
AG Group Merger Sub, Inc.
   (e)(g) Commercial & Professional Services L+750 1.0% 12/29/23 62,500 62,500 62,500
AG Group Merger Sub, Inc.
   (g)(q) Commercial & Professional Services L+750 1.0% 12/29/23 27,500 27,500 27,500
All Systems Holding LLC
   (e)(f)(g)(h) Commercial & Professional Services L+770 1.0% 10/31/23 44,000 44,000 44,370
Altus Power America, Inc.
   (g) Energy L+750 1.5% 9/30/21 2,665 2,665 2,715
Altus Power America, Inc.
   (g)(q) Energy L+750 1.5% 9/30/21 1,085 1,085 1,106
AP Exhaust Acquisition, LLC
   (f)(g) Automobiles & Components L+775 1.5% 1/16/21 15,811 15,811 14,309
ASG Technologies Group, Inc.
   (e)(g)(h)(t) Software & Services L+786, 1.2% PIK
(1.2% Max PIK) 1.0% 4/30/20 53,957 53,613 54,766
Aspect Software, Inc.
   (g) Software & Services L+1000 1.0% 5/25/18 634 634 634
Aspect Software, Inc.
   (g)(q) Software & Services L+1000 1.0% 5/25/18 22 22 22
Aspect Software, Inc.
   (g) Software & Services L+1000 1.0% 5/25/20 697 697 705
Atlas Aerospace LLC
   (g) Capital Goods L+804 1.0% 5/8/19 20,000 20,000 20,300
BenefitMall Holdings, Inc.
   (e)(h) Commercial & Professional Services L+725 1.0% 11/24/20 14,700 14,700 14,847
Cadence Aerospace Finance, Inc.
   (g) Capital Goods L+575 1.3% 5/9/18 73 73 71
Caesars Entertainment Operating Co., Inc.
   (e)(g)(j)(l) Consumer Services L+575 3/1/17 9,294 9,231 9,414
Caesars Entertainment Operating Co., Inc.
   (e)(j)(l) Consumer Services L+675 3/1/17 851 847 872
Caesars Entertainment Operating Co., Inc.
   (e)(g)(j)(l) Consumer Services L+875 1.0% 3/1/17 11,852 11,839 12,334
Corner Investment PropCo, LLC
   (e)(g)(h) Consumer Services L+975 1.3% 11/2/19 42,303 42,404 42,725
Crestwood Holdings LLC
   (g) Energy L+800 1.0% 6/19/19 5,021 5,009 4,926
CSafe Acquisition Co., Inc.
   (g) Capital Goods L+725 11/1/21 783 783 783
CSafe Acquisition Co., Inc.
   (g)(q) Capital Goods L+725 11/1/21 5,087 5,087 5,087
CSafe Acquisition Co., Inc.
   (g)(h) Capital Goods L+725 10/31/23 45,000 45,000 45,000
CSafe Acquisition Co., Inc.
   (g)(q) Capital Goods L+725 10/31/23 27,391 27,391 27,391
Eastman Kodak Co.
   (g) Consumer Durables & Apparel L+625 1.0% 9/3/19 10,438 10,331 10,503
Empire Today, LLC
   (e)(g) Retailing L+800 1.0% 11/17/22 82,000 82,000 82,726
Greystone Equity Member Corp.
   (g)(j) Diversified Financials L+1050 3/31/21 3,308 3,321 3,337
Greystone Equity Member Corp.
   (g)(j) Diversified Financials L+1100 3/31/21 14,646 14,646 14,920
Greystone Equity Member Corp.
   (g)(j)(q) �� Diversified Financials L+1100 3/31/21 36,047 36,047 36,716
H.M. Dunn Co., Inc.
   (g) Capital Goods L+955 1.0% 3/26/21 1,071 1,071 1,083
H.M. Dunn Co., Inc.
   (g)(q) Capital Goods L+775 1.0% 3/26/21 357 357 361
Imagine Communications Corp.
   (e)(g)(h) Media L+825 1.0% 4/29/20 75,655 75,655 76,601
Imagine Communications Corp.
   (g)(q) Media L+825 1.0% 4/29/20 28,600 28,600 28,958
Industrial Group Intermediate Holdings, LLC
   (g) Materials L+800 1.3% 5/31/20 20,757 20,757 21,069
Industry City TI Lessor, L.P.
   (g) Consumer Services 10.8%, 1.0% PIK
(1.0% Max PIK) 6/30/26 32,613 32,613 33,102


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor		Maturity		Principal Amount^(c)		Amortized Cost		Fair Value^(d)
Senior Secured Loans—First Lien—96.0%
5 Arch Income Fund 2, LLC	(l)(q)	Diversified Financials	9.0%				11/18/23	$	53.9	$	53.9	$	53.9
5 Arch Income Fund 2, LLC	(l)(q)(v)	Diversified Financials	9.0%				11/18/23		23.7		23.7		23.7
A10 Capital LLC	(g)	Diversified Financials	L+650		1.0%		5/1/23		30.3		30.0		29.9
A10 Capital LLC	(g)(v)	Diversified Financials	L+650		1.0%		5/1/23		14.1		14.0		14.0
Abaco Systems, Inc	(g)(h)(i)	Capital Goods	L+600		1.0%		12/7/21		61.8		60.3		60.7
ABB CONCISE Optical Group LLC	(g)(x)	Retailing	L+500		1.0%		6/15/23		13.1		13.1		12.5
Accuride Corp	(g)(i)(x)	Capital Goods	L+525		1.0%		11/17/23		18.1		17.8		17.4
Acosta Holdco Inc	(g)(x)	Commercial & Professional Services	L+325		1.0%		9/26/21		19.2		17.6		11.8
Addison Holdings	(e)(g)	Commercial & Professional Services	L+675		1.0%		12/29/23		119.7		119.8		120.0
Advanced Lighting Technologies Inc	(g)(z)	Materials	L+750		1.0%		10/4/22		20.2		17.5		20.2
Advantage Sales & Marketing Inc	(g)(x)	Commercial & Professional Services	L+325		1.0%		7/23/21		17.7		16.8		15.7
Aleris International Inc	(g)(x)	Materials	L+475				2/27/23		3.4		3.4		3.4
Alion Science & Technology Corp	(g)(x)	Capital Goods	L+450		1.0%		8/19/21		2.7		2.7		2.7
All Systems Holding LLC	(e)(f)(g)	Commercial & Professional Services	L+767		1.0%		10/31/23		52.8		52.8		53.3
AltEn, LLC	(g)(n)(w)(y)	Energy	L+400 (L+400 Max PIK)				9/12/21		33.6		2.7		2.9
Altus Power America Inc	(g)	Energy	L+750		1.5%		9/30/21		3.2		3.2		3.1
Altus Power America Inc	(g)(v)	Energy	L+750		1.5%		9/30/21		0.1		0.1		0.1
AM General LLC	(g)(h)(i)	Capital Goods	L+725		1.0%		12/28/21		165.3		164.6		166.7
Ammeraal Beltech Holding BV	(g)(l)(x)	Capital Goods	E+375				7/30/25	€	2.0		2.3		2.3
Amtek Global Technology Pte Ltd	(j)(l)(z)	Automobiles & Components	E+500				4/4/24		49.2		60.5		56.4
AP Plasman Inc	(e)(f)(g)(l)	Capital Goods	L+950		1.0%		12/29/19	$	190.7		190.0		176.4
Apex Group Limited	(g)(l)(v)	Diversified Financials	L+650				6/15/23		1.9		1.8		1.6
Apex Group Limited	(g)(l)	Diversified Financials	L+650		1.0%		6/15/25		12.7		12.5		12.3
Apex Group Limited	(g)(l)(v)	Diversified Financials	L+650		1.0%		6/15/25		6.1		6.0		5.9
Apex Group Limited	(g)(l)	Diversified Financials	L+650		1.0%		6/15/25		2.0		2.0		2.0
Apex Group Limited	(g)(l)(v)	Diversified Financials	L+650		1.0%		6/15/25		3.1		3.0		3.0
Aspect Software Inc	(g)(n)(w)(y)	Software & Services	L+400, 6.5% PIK (6.5% Max PIK)				5/25/20		3.7		3.7		2.7
Aspect Software Inc	(g)(n)(w)(y)	Software & Services	L+1100		1.0%		5/25/20		0.7		0.7		0.5
AVF Parent LLC	(e)(g)	Retailing	L+725		1.3%		3/1/24		55.4		55.4		51.8
Berner Food & Beverage LLC	(g)(h)(i)	Food & Staples Retailing	L+675		1.0%		2/2/23		62.6		62.2		60.6
Blackhawk Mining LLC	(g)(k)	Energy	L+1050				3/1/22		3.1		3.0		3.0
Blackhawk Mining LLC	(g)(k)	Energy	L+1050				10/5/22		3.0		3.0		3.0
Borden Dairy Co	(e)(g)	Food, Beverage & Tobacco	L+808		1.0%		7/6/23		70.0		70.0		63.7
Caprock Midstream LLC	(g)(x)	Energy	L+475				11/3/25		5.6		5.5		5.2
Charlotte Russe Inc	(g)(n)(w)(y)	Retailing	8.5%				2/2/23		9.4		9.4		3.5
Commercial Barge Line Co	(g)(x)	Transportation	L+875		1.0%		11/12/20		4.6		4.1		3.3
CSafe Global	(g)	Capital Goods	L+725		1.0%		11/1/21		0.6		0.6		0.6
CSafe Global	(g)(v)	Capital Goods	L+725		1.0%		11/1/21		5.3		5.3		5.3
CSafe Global	(g)	Capital Goods	L+725		1.0%		10/31/23		50.2		50.2		50.8
CSM Bakery Products	(g)(x)	Food, Beverage & Tobacco	L+400		1.0%		7/3/20		1.1		1.1		1.0
CTI Foods Holding Co LLC	(g)(x)	Food, Beverage & Tobacco	L+350		1.0%		6/29/20		3.8		3.6		2.9
Dade Paper and Bag Co Inc	(e)	Capital Goods	L+700		1.0%		6/10/24		10.5		10.5		10.1

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, ~~2016~~2018

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
   Footnotes
Industry
Rate^(b) Floor Maturity Principal
Amount^(c) Amortized
Cost Fair
Value^(d)
JMC Acquisition Merger Corp.
   (g) Capital Goods L+857 1.0% 11/6/21 $ 6,332 $ 6,332 $ 6,332
Latham Pool Products, Inc.
   (e)(h) Commercial & Professional Services L+775 1.0% 6/29/21 70,000 70,000 70,700
Leading Edge Aviation Services, Inc.
   (e)(f)(h) Capital Goods L+875 1.5% 6/30/19 30,254 30,119 30,254
LEAS Acquisition Co Ltd.
   (g)(j) Capital Goods L+875 1.5% 6/30/19 € 27,188 36,988 28,692
LEAS Acquisition Co Ltd.
   (f)(j) Capital Goods L+875 1.5% 6/30/19 $ 9,538 9,538 9,538
MB Precision Holdings LLC
   (g) Capital Goods L+725, 1.5% PIK
(1.5% Max PIK) 1.3% 1/23/20 12,853 12,853 12,355
Micronics, Inc.
   (e)(g)(h) Capital Goods L+800 1.3% 12/11/19 63,461 63,271 63,461
MMM Holdings, Inc.
   (g) Health Care Equipment & Services L+825 1.5% 6/30/19 6,698 6,665 6,546
MORSCO, Inc.
   (g) Capital Goods L+700 1.0% 10/31/23 15,000 14,413 15,150
MSO of Puerto Rico, Inc.
   (g) Health Care Equipment & Services L+825 1.5% 6/30/19 4,869 4,846 4,759
Nobel Learning Communities, Inc.
   (g) Consumer Services L+450 1.0% 4/27/20 52 52 52
Nobel Learning Communities, Inc.
   (g)(q) Consumer Services L+450 1.0% 4/27/20 87 87 87
Nobel Learning Communities, Inc.
   (g) Consumer Services L+841 1.0% 4/27/21 1,056 1,056 1,072
North Haven Cadence Buyer, Inc.
   (g)(q) Consumer Services L+500 1.0% 9/2/21 938 938 938
North Haven Cadence Buyer, Inc.
   (e)(g) Consumer Services L+813 1.0% 9/2/22 26,771 26,771 26,771
North Haven Cadence Buyer, Inc.
   (g)(q) Consumer Services L+750 1.0% 9/2/22 4,479 4,479 4,479
Nova Wildcat Amerock, LLC
   (g) Consumer Durables & Apparel L+859 1.3% 9/10/19 17,269 17,269 16,751
PHRC License, LLC
   (f)(g) Consumer Services L+900 1.5% 8/14/20 43,879 43,879 44,318
Polymer Additives, Inc.
   (g) Materials L+888 1.0% 12/20/21 10,511 10,511 10,564
Polymer Additives, Inc.
   (g) Materials L+875 1.0% 12/20/21 € 15,000 16,982 15,830
PSKW, LLC
   (e)(g)(h) Health Care Equipment & Services L+839 1.0% 11/25/21 $ 30,000 30,000 29,189
Roadrunner Intermediate Acquisition Co., LLC
   (e)(g)(h) Health Care Equipment & Services L+800 1.0% 9/22/21 35,844 35,844 36,381
Rogue Wave Software, Inc.
   (e)(g)(h) Software & Services L+802 1.0% 9/25/21 33,188 33,188 33,188
Safariland, LLC
   (e)(g)(h) Capital Goods L+769 1.0% 11/18/23 126,107 126,107 125,792
Safariland, LLC
   (g)(q) Capital Goods L+725 1.0% 11/18/23 33,282 33,282 33,199
Sequential Brands Group, Inc.
   (e)(g)(h)(j) Consumer Durables & Apparel L+900 7/1/22 80,652 80,652 81,459
Sorenson Communications, Inc.
   (e)(g)(h) Telecommunication Services L+575 2.3% 4/30/20 91,621 91,339 90,933
Sports Authority, Inc.
   (g)(l)(r) Retailing L+600 1.5% 11/16/17 6,318 5,108 1,287
SunGard Availability Services Capital, Inc.
   (g) Software & Services L+500 1.0% 3/29/19 4,382 4,210 4,253
Sunnova Asset Portfolio 5 Holdings, LLC
   (g) Energy 12.0%, 0.0% PIK
(12.0% Max PIK) 11/14/21 4,703 4,633 4,750
Swiss Watch International, Inc.
   (g)(l)(r) Consumer Durables & Apparel L+825 1.3% 11/8/18 12,185 12,185 4,875
Swiss Watch International, Inc.
   (e)(g)(l)(r) Consumer Durables & Apparel L+825 1.3% 11/8/18 42,611 42,301 —
Transplace Texas, LP
   (e)(g)(h) Transportation L+744 1.0% 9/16/21 24,486 24,486 24,486
Transplace Texas, LP
   (g)(q) Transportation L+700 1.0% 9/16/21 541 541 541
U.S. Xpress Enterprises, Inc.
   (e)(f)(h) Transportation L+1000, 0.0% PIK
(1.8% Max PIK) 1.5% 5/30/19 53,435 53,435 53,435
Vertellus Performance Chemicals LLC
   (f)(g) Materials L+950 1.0% 1/30/20 38,000 38,000 35,693
VPG Group Holdings LLC
   (e)(g)(h) Materials L+900 1.0% 6/30/18 61,795 61,629 61,331
Warren Resources, Inc.
   (f)(g) Energy L+900, 1.0% PIK
(1.0% Max PIK) 1.0% 5/22/20 2,016 2,016 2,016


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor	Maturity	Principal Amount^(c)		Amortized Cost		Fair Value^(d)
Dade Paper and Bag Co Inc	(e)(g)	Capital Goods	L+750	1.0%	6/10/24	$	82.8	$	82.8	$	81.1
Distribution International Inc	(g)(x)	Retailing	L+500	1.0%	12/15/21		28.1		24.2		25.0
Eagle Family Foods Inc	(g)(h)(v)	Food, Beverage & Tobacco	L+650	1.0%	6/14/23		7.1		7.1		6.1
Eagle Family Foods Inc	(g)(h)(i)	Food, Beverage & Tobacco	L+650	1.0%	6/14/24		47.4		46.9		46.6
Eagleclaw Midstream Ventures LLC	(g)(x)	Energy	L+425	1.0%	6/24/24		1.0		1.0		1.0
Empire Today LLC	(e)(g)	Retailing	L+700	1.0%	11/17/22		80.4		80.4		80.5
Frontline Technologies Group LLC	(g)(h)(v)	Software & Services	L+650	1.0%	9/18/23		12.1		12.0		12.2
Frontline Technologies Group LLC	(g)(h)(i)	Software & Services	L+650	1.0%	9/18/23		61.1		60.4		61.2
Greystone & Co Inc	(g)(h)	Diversified Financials	L+800	1.0%	4/17/24		37.6		37.3		38.2
HM Dunn Co Inc	(g)(n)(w)(y)	Capital Goods	L+875 PIK (L+875 Max PIK)		6/30/21		0.7		0.6		0.1
Hudson Technologies Co	(g)(k)(l)	Commercial & Professional Services	L+1025	1.0%	10/10/23		39.4		39.1		28.2
Hunt Mortgage	(g)(h)	Diversified Financials	L+750	1.0%	2/14/23		60.6		59.9		59.4
Icynene Group Ltd	(e)(g)	Materials	L+700	1.0%	11/30/24		29.7		29.7		28.9
Imagine Communications Corp	(e)(g)	Media	L+825	1.0%	4/29/20		33.5		33.5		33.5
Imagine Communications Corp	(e)(g)(l)	Media	L+825	1.0%	4/29/20		13.7		13.7		13.7
Industrial Group Intermediate Holdings LLC	(g)	Materials	L+800	1.3%	5/31/20		19.6		19.6		19.5
Industry City TI Lessor LP	(g)	Consumer Services	10.8%, 1.0% PIK (1.0% Max PIK)		6/30/26		28.8		28.8		28.8
Integro Ltd/United States	(h)(i)	Insurance	L+575		10/30/22		25.6		25.5		25.6
JAKKS Pacific Inc	(g)	Consumer Durables & Apparel	L+900	1.5%	6/14/21		4.8		4.8		4.9
JHC Acquisition LLC	(e)(g)	Capital Goods	L+750	1.0%	1/29/24		54.9		54.9		54.9
JHC Acquisition LLC	(e)(g)(v)	Capital Goods	L+750	1.0%	1/29/24		2.9		2.9		2.9
JHT Holdings Inc	(g)(h)(i)	Capital Goods	L+850	1.0%	5/4/22		24.7		24.3		25.9
Jo-Ann Stores Inc	(g)(x)	Retailing	L+500	1.0%	10/20/23		16.1		15.9		15.4
Jostens Inc	(k)(x)	Consumer Services	L+550		12/19/25		5.6		5.4		5.4
JSS Holdings Ltd	(e)(g)	Capital Goods	L+800, 0.0% PIK (2.5% Max PIK)	1.0%	3/31/23		110.5		109.7		113.9
Kodiak BP LLC	(g)	Capital Goods	L+725	1.0%	12/1/24		31.4		31.4		30.8
Kodiak BP LLC	(g)(v)	Capital Goods	L+725	1.0%	12/1/24		54.4		54.2		53.2
Lazard Global Compounders Fund	(g)(l)	Diversified Financials	L+725	3.8%	4/1/26		51.8		51.8		52.2
Lazard Global Compounders Fund	(g)(l)(v)	Diversified Financials	L+725	3.8%	4/1/26		9.0		9.0		9.0
Leading Edge Aviation Services Inc	(e)(f)(g)(k)	Capital Goods	L+750	1.0%	6/28/19		43.5		43.5		43.4
Leading Edge Aviation Services Inc	(f)(l)	Capital Goods	L+750	1.0%	6/30/20		9.0		9.0		9.0
Leading Edge Aviation Services Inc	(g)(k)(l)	Capital Goods	L+750	1.0%	6/30/20	€	25.6		34.8		29.2
Matchesfashion Ltd	(h)(l)	Consumer Durables & Apparel	L+463		10/16/24	$	12.7		11.9		12.1
MB Precision Holdings LLC	(g)(n)(w)(y)	Capital Goods	L+725, 2.3% PIK (2.3% Max PIK)	1.3%	1/23/21		4.6		4.3		4.6
Micronics Filtration Holdings Inc	(e)(g)	Capital Goods	L+800, 0.5% PIK (0.5% Max PIK)	1.3%	12/11/20		62.2		62.1		60.1
Misys Ltd	(g)(k)(l)(x)	Software & Services	L+350	1.0%	6/13/24		0.6		0.6		0.6
Mitel US Holdings Inc	(g)(k)(x)	Technology Hardware & Equipment	L+450		11/30/25		3.0		3.0		3.0
Murray Energy Corp	(g)	Energy	L+900	1.0%	2/12/21		18.9		18.7		18.8
National Debt Relief LLC	(h)(i)	Diversified Financials	L+675	1.0%	5/31/23		18.8		18.7		19.0
NaviHealth Inc.	(g)(x)	Health Care Equipment & Services	L+500		8/1/25		12.2		11.5		11.5
NBG Home	(g)(i)(x)	Consumer Durables & Apparel	L+550	1.0%	4/26/24		25.2		24.8		24.6
NCI Inc	(g)(h)(i)	Software & Services	L+750	1.0%	8/15/24		83.5		82.6		82.8
Nine West Holdings	(g)	Consumer Durables & Apparel	10.0%		3/31/19		2.6		2.5		2.6
Nine West Holdings	(g)(x)	Consumer Durables & Apparel	L+375	1.0%	10/8/19		6.2		5.7		6.0

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, ~~2016~~2018

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
   Footnotes
Industry
Rate^(b) Floor Maturity Principal
Amount^(c) Amortized
Cost Fair
Value^(d)
Warren Resources, Inc.
   (g)(q) Energy L+900, 1.0% PIK
(1.0% Max PIK) 1.0% 5/22/20 $ 144 $ 144 $ 144
Waste Pro USA, Inc.
   (e)(g)(h) Commercial & Professional Services L+750 1.0% 10/15/20 94,553 94,553 96,326
Zeta Interactive Holdings Corp.
   (e)(g)(h) Software & Services L+750 1.0% 7/29/22 9,766 9,792 9,863
Zeta Interactive Holdings Corp.
   (g)(s) Software & Services L+750 1.0% 7/29/22 2,857 2,831 2,876
Zeta Interactive Holdings Corp.
   (g)(q) Software & Services L+750 1.0% 7/29/22 1,777 1,777 1,793
Zeta Interactive Holdings Corp.
   (g)(q)(s) Software & Services L+750 1.0% 7/29/22 457 457 461


Total Senior Secured Loans—First Lien
   2,178,392 2,121,674
Unfunded Loan Commitments
   (186,233 ) (186,233 )


Net Senior Secured Loans—First Lien
   1,992,159 1,935,441


Senior Secured Loans—Second Lien—26.1%

Alison US LLC
   (g)(j) Capital Goods L+850 1.0% 8/29/22 4,444 4,303 4,310
AP Exhaust Acquisition, LLC
   (f) Automobiles & Components 12.0% PIK
(12.0% Max PIK)
9/28/21 3,763 3,763 3,279
Arena Energy, LP
   (g) Energy L+900, 4.0% PIK
(4.0% Max PIK) 1.0% 1/24/21 7,955 7,955 7,994
Ascent Resources—Utica, LLC
   (e)(f)(g)(h) Energy L+950 1.5% 9/30/18 186,037 185,553 187,665
ASG Technologies Group, Inc.
   (g)(t) Software & Services L+1100, 0.0% PIK
(6.0% Max PIK) 1.0% 6/27/22 24,611 18,533 23,872
Brock Holdings III, Inc.
   (g) Energy L+825 1.8% 3/16/18 6,923 6,893 6,611
Byrider Finance, LLC
   (f)(g) Automobiles & Components L+1000, 0.5% PIK
(0.5% Max PIK) 1.3% 8/22/20 10,047 10,047 9,896
Compuware Corp.
   (g) Software & Services L+825 1.0% 12/15/22 6,550 5,982 6,582
DEI Sales, Inc.
   (e)(f)(g)(h) Consumer Durables & Apparel L+900 1.5% 1/15/18 64,654 64,431 62,229
EagleView Technology Corp.
   (g) Software & Services L+825 1.0% 7/14/23 11,538 11,394 11,520
Gruden Acquisition, Inc.
   (g) Transportation L+850 1.0% 8/18/23 15,000 14,371 11,874
JW Aluminum Co.
   (e)(f)(g)(h)(u) Materials L+850 PIK
(L+850 Max PIK) 0.8% 11/17/20 37,385 37,367 38,039
Logan’s Roadhouse, Inc.
   (g)(t) Consumer Services L+850 PIK
(L+850 Max PIK) 1.0% 11/23/20 16,114 16,114 15,415
National Surgical Hospitals, Inc.
   (e)(h) Health Care Equipment & Services L+900 1.0% 6/1/23 30,000 30,000 30,014
Nielsen & Bainbridge, LLC
   (g) Consumer Durables & Apparel L+925 1.0% 8/15/21 16,675 16,481 16,341
Paw Luxco II Sarl
   (f)(j) Consumer Durables & Apparel EURIBOR+950 1/29/19 € 16,364 20,914 2,055
PSAV Acquisition Corp.
   (e)(g)(h) Technology Hardware & Equipment L+825 1.0% 1/24/22 $ 80,000 79,130 80,000
Spencer Gifts LLC
   (e)(h) Retailing L+825 1.0% 6/29/22 30,000 29,885 24,825
Stadium Management Corp.
   (e)(g)(h) Consumer Services L+825 1.0% 2/27/21 56,776 56,776 56,634


Total Senior Secured Loans—Second Lien
   619,892 599,155


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor	Maturity	Principal Amount^(c)		Amortized Cost		Fair Value^(d)
North Haven Cadence Buyer Inc	(g)	Consumer Services	L+650	1.0%	9/2/24	$	1.5	$	1.5	$	1.4
North Haven Cadence Buyer Inc	(g)(v)	Consumer Services	L+650	1.0%	9/2/24		3.8		3.8		3.7
North Haven Cadence Buyer Inc	(g)(v)	Consumer Services	L+500	1.0%	9/2/21		0.9		0.9		0.9
North Haven Cadence Buyer Inc	(g)	Consumer Services	L+777	1.0%	9/2/24		3.8		3.8		3.8
North Haven Cadence Buyer Inc	(e)(g)	Consumer Services	L+798	1.0%	9/2/24		18.3		18.3		18.1
Onvoy LLC	(g)(x)	Telecommunication Services	L+450	1.0%	2/10/24		1.1		1.1		1.0
Pacific Union Financial LLC	(g)	Diversified Financials	L+750	1.0%	4/21/22		71.2		70.7		71.3
PAE Holding Corp	(g)(x)	Capital Goods	L+550	1.0%	10/20/22		2.5		2.5		2.4
Patriot Well Solutions LLC	(g)	Energy	L+875	1.0%	5/1/21		4.3		4.3		4.3
Patriot Well Solutions LLC	(g)	Energy	L+875	1.0%	5/1/21		2.1		2.1		2.1
Payless Inc	(g)	Retailing	L+870	1.0%	8/10/22		7.0		6.9		7.0
Petroplex Acidizing Inc	(g)	Energy	L+725, 1.8% PIK (1.8% Max PIK)	1.0%	12/5/19		22.7		22.7		22.7
Petroplex Acidizing Inc	(g)(n)(w)	Energy	15.0% PIK (15.0% Max PIK)		12/5/19		23.0		13.8		13.9
PHRC License LLC	(f)(g)	Consumer Services	L+850, 0.3% PIK (0.3% Max PIK)	1.5%	4/28/22		50.1		50.1		51.2
Power Distribution Inc	(e)(g)	Capital Goods	L+725	1.3%	1/25/23		29.3		29.3		29.3
PSKW LLC	(e)(g)	Health Care Equipment & Services	L+850	1.0%	11/25/21		49.4		49.4		49.5
Qdoba Restaurant Corp	(g)(x)	Consumer Services	L+700	1.0%	3/21/25		12.9		12.7		12.8
Reliant Rehab Hospital Cincinnati LLC	(e)(h)(i)(k)	Health Care Equipment & Services	L+675	1.0%	8/30/24		95.2		94.3		94.9
Revere Superior Holdings, Inc	(g)(h)(i)	Software & Services	L+675	1.0%	11/21/22		67.3		66.8		67.5
Revere Superior Holdings, Inc	(g)	Software & Services	L+675	1.0%	11/21/22		5.0		5.0		4.4
Revere Superior Holdings, Inc	(g)	Software & Services	L+675	1.0%	11/21/22		17.8		17.7		17.8
Revere Superior Holdings, Inc	(g)(v)	Software & Services	L+675	1.0%	11/21/22		5.5		5.5		5.5
Roadrunner Intermediate Acquisition Co LLC	(e)(g)	Health Care Equipment & Services	L+675	1.0%	3/15/23		33.1		33.1		30.9
Rogue Wave Software Inc	(e)(g)	Software & Services	L+843	1.0%	9/25/21		73.3		73.3		73.2
Safariland LLC	(e)(g)	Capital Goods	L+765	1.1%	11/18/23		126.1		126.1		113.0
Savers Inc	(g)(x)	Retailing	L+375	1.3%	7/9/19		11.5		11.3		11.1
Sequa Corp	(g)(x)	Materials	L+500	1.0%	11/28/21		27.5		27.5		26.3
Sequel Youth & Family Services LLC	(e)(g)	Health Care Equipment & Services	L+700	1.0%	9/1/23		14.0		14.0		14.2
Sequel Youth & Family Services LLC	(e)(g)	Health Care Equipment & Services	L+800		9/1/23		80.0		80.0		81.4
Sequential Brands Group Inc.	(e)(g)	Consumer Durables & Apparel	L+875		2/7/24		60.2		59.2		60.2
SI Group Inc	(g)(x)	Materials	L+475		10/15/25		2.1		2.0		2.0
SIRVA Worldwide Inc	(g)(x)	Commercial & Professional Services	L+550		8/2/25		4.2		4.2		4.1
SMART Global Holdings Inc	(g)(k)(l)	Semiconductors & Semiconductor Equipment	L+625	1.0%	8/9/22		19.7		19.7		19.9
Sorenson Communications LLC	(e)(k)(x)	Telecommunication Services	L+575	2.3%	4/30/20		29.4		29.3		29.3
SSC (Lux) Limited S.a r.l.	(e)(g)(l)	Health Care Equipment & Services	L+750	1.0%	9/10/24		59.5		59.5		60.1
Staples Canada	(g)(k)(l)	Retailing	L+700	1.0%	9/12/24	C$	11.5		9.0		8.5
Sungard Availability Services Capital Inc	(g)(x)	Software & Services	L+700	1.0%	9/30/21	$	4.2		4.2		3.6
Sungard Availability Services Capital Inc	(g)(x)	Software & Services	L+1000	1.0%	10/1/22		1.9		1.8		1.9
Sutherland Global Services Inc	(g)(l)(x)	Software & Services	L+538	1.0%	4/23/21		7.0		6.8		6.6
Sutherland Global Services Inc	(g)(l)(x)	Software & Services	L+538	1.0%	4/23/21		1.6		1.6		1.5
Sweet Harvest Foods Management Co	(h)(i)	Food & Staples Retailing	L+675	1.0%	5/30/23		26.8		26.6		19.6
Tangoe LLC	(g)	Software & Services	L+650	1.0%	11/28/25		90.0		89.2		89.1
Team Health Inc	(g)(x)	Health Care Equipment & Services	L+275	1.0%	2/6/24		12.6		12.2		11.3

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, ~~2016~~2018

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
   Footnotes
Industry
Rate^(b) Floor Maturity Principal
Amount^(c) Amortized
Cost Fair
Value^(d)
Senior Secured Bonds—6.9%

Advanced Lighting Technologies, Inc.
   (f)(g) Materials 10.5% 6/1/19 $ 78,500 $ 77,670 $ 28,103
Caesars Entertainment Resort Properties, LLC
   (e)(g)(h) Consumer Services 11.0% 10/1/21 24,248 24,026 26,497
FourPoint Energy, LLC
   (e)(f)(h) Energy 9.0% 12/31/21 74,813 72,520 76,589
Global A&T Electronics Ltd.
   (g)(j) Semiconductors & Semiconductor Equipment 10.0% 2/1/19 7,000 6,955 5,328
Ridgeback Resources Inc.
   (f)(j) Energy 12.0% 12/29/20 132 129 132
Sorenson Communications, Inc.
   (f) Telecommunication Services 9.0%, 0.0% PIK
(9.0% Max PIK) 10/31/20 19,898 19,357 17,709
Velvet Energy Ltd.
   (g)(j) Energy 9.0% 10/5/23 5,000 5,000 5,112


Total Senior Secured Bonds
   205,657 159,470


Subordinated Debt—19.8%

Aurora Diagnostics, LLC
   (e)(f)(h) Health Care Equipment & Services 10.8% 1/15/18 14,935 14,944 12,881
Bellatrix Exploration Ltd.
   (g)(j) Energy 8.5% 5/15/20 5,000 4,928 4,922
Brooklyn Basketball Holdings, LLC
   (f)(g) Consumer Services L+725 10/25/19 19,873 19,873 19,972
CEC Entertainment, Inc.
   (f) Consumer Services 8.0% 2/15/22 5,000 5,010 5,117
Ceridian HCM Holding, Inc.
   (f)(g) Commercial & Professional Services 11.0% 3/15/21 21,800 22,555 22,509
EV Energy Partners, L.P.
   (f) Energy 8.0% 4/15/19 265 245 188
Global Jet Capital Inc.
   (g) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK)
1/30/25 732 732 727
Global Jet Capital Inc.
   (g) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK)
4/30/25 4,649 4,649 4,620
Global Jet Capital Inc.
   (g) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK)
9/3/25 961 961 955
Global Jet Capital Inc.
   (g) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK)
9/29/25 904 904 899
Global Jet Capital Inc.
   (f)(g)(j) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK)
12/4/25 66,763 66,763 66,346
Global Jet Capital Inc.
   (f)(g)(j) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK)
12/9/25 10,919 10,919 10,851
Global Jet Capital Inc.
   (f)(j) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK)
1/29/26 5,718 5,718 5,682
Global Jet Capital Inc.
   (g) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK)
4/14/26 11,688 11,688 11,615
Global Jet Capital Inc.
   (g) Commercial & Professional Services 15.0% PIK
(15.0% Max PIK)
12/2/26 11,473 11,473 11,473
Imagine Communications Corp.
   (g) Media 12.5% PIK
(12.5% Max PIK)
8/4/18 585 585 585
Jupiter Resources Inc.
   (f)(g)(j) Energy 8.5% 10/1/22 6,425 5,505 5,579
Mood Media Corp.
   (g)(i)(j) Media 10.0% 8/6/23 6,460 5,689 5,976
Mood Media Corp.
   (f)(g)(j) Media 9.3% 10/15/20 43,135 42,402 26,744


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor	Maturity	Principal Amount^(c)		Amortized Cost			Fair Value^(d)
ThermaSys Corp	(n)(w)(y)	Capital Goods	L+600	1.0%	12/28/23	$	6.7	$	6.7		$	6.7
ThreeSixty Group	(g)(h)(i)	Retailing	L+700	1.0%	3/1/23		50.8		50.2			46.9
ThreeSixty Group	(g)(h)(i)	Retailing	L+700	1.0%	3/1/23		50.5		49.9			46.6
Trace3 Inc	(e)(g)(k)	Software & Services	L+675	1.0%	8/5/24		93.9		93.9			93.0
Utility One Source LP	(g)(k)(x)	Capital Goods	L+550	1.0%	4/18/23		—		—			—
Versatile Processing Group Inc	(e)(g)	Materials	L+1050	1.0%	12/30/20		105.4		105.3			107.0
Virgin Pulse Inc	(e)(g)(h)(i)(k)	Software & Services	L+650	1.0%	5/22/25		138.3		137.2			134.0
Vivint Inc	(g)(x)	Commercial & Professional Services	L+500		4/1/24		27.8		27.7			27.1
Warren Resources Inc	(f)(g)	Energy	L+1000, 1.0% PIK (1.0% Max PIK)	1.0%	5/22/20		0.7		0.7			0.7
Wheels Up Partners LLC	(g)	Transportation	L+855	1.0%	1/26/21		13.1		13.1			13.1
Wheels Up Partners LLC	(g)	Transportation	L+855	1.0%	8/26/21		6.7		6.7			6.7
Wheels Up Partners LLC	(g)	Transportation	L+710	1.0%	6/30/24		22.0		22.0			22.1
Wheels Up Partners LLC	(g)	Transportation	L+710	1.0%	8/1/24		14.6		14.4			14.6
Wheels Up Partners LLC	(g)	Transportation	L+710	1.0%	11/1/24		9.1		9.1			9.1
Wheels Up Partners LLC	(g)	Transportation	L+710	1.0%	12/21/24		14.3		14.3			14.3
Wheels Up Partners LLC	(g)	Transportation	L+710	1.0%	12/21/24		4.6		4.6			4.7
WireCo WorldGroup Inc	(g)(k)(x)	Capital Goods	L+500	1.0%	9/29/23		0.5		0.5			0.4
Z Gallerie LLC	(g)(n)(w)	Retailing	L+650, 2.0% PIK (2.0% Max PIK)	1.0%	10/8/21		31.9		30.2			11.3
Zeta Interactive Holdings Corp	(e)(g)	Software & Services	L+750	1.0%	7/29/22		12.9		12.9			13.0
Zeta Interactive Holdings Corp	(e)(g)(v)	Software & Services	L+750	1.0%	7/29/22		2.3		2.3			2.3

Total Senior Secured Loans—First Lien									4,256.4			4,152.2
Unfunded Loan Commitments									(151.6	)		(151.6	)

Net Senior Secured Loans—First Lien									4,104.8			4,000.6

Senior Secured Loans—Second Lien—26.8%
Abaco Systems, Inc	(g)(h)	Capital Goods	L+1050	1.0%	6/7/22		63.4		62.6			62.3
Access CIG LLC	(g)(x)	Software & Services	L+775		2/27/26		0.6		0.6			0.6
Advantage Sales & Marketing Inc	(g)(x)	Commercial & Professional Services	L+650	1.0%	7/25/22		3.9		3.5			3.1
Agro Merchants Global LP	(g)	Transportation	L+800	1.0%	11/30/25		15.0		14.7			14.7
Albany Molecular Research Inc	(g)(x)	Pharmaceuticals, Biotechnology & Life Sciences	L+700	1.0%	8/28/25		8.3		8.3			8.2
Ammeraal Beltech Holding BV	(g)(l)	Capital Goods	L+800		7/27/26		40.7		39.9			39.8
Amtek Global Technology Pte Ltd	(j)(l)(z)	Automobiles & Components	E+500		4/4/24	€	32.8		40.3			37.6
Arena Energy LP	(g)	Energy	L+900, 4.0% PIK (4.0% Max PIK)	1.0%	1/24/21	$	8.6		8.6			8.6
Belk Inc	(g)(h)	Retailing	10.5%		6/12/23		119.1		112.9			94.7
Bellatrix Exploration Ltd	(g)(l)	Energy	8.5%		7/26/23		4.5		4.1			4.0
Bellatrix Exploration Ltd	(g)(l)	Energy	8.5%		7/26/23		1.9		1.9			1.9
Bellatrix Exploration Ltd	(g)(l)(v)	Energy	8.5%		7/26/23		0.6		0.6			0.6
Byrider Finance LLC	(f)(g)	Automobiles & Components	L+1000, 0.5% PIK (4.0% Max PIK)	1.3%	8/22/20		17.8		17.8			17.5
Chisholm Oil & Gas Operating LLC	(g)	Energy	L+800	1.0%	3/21/24		16.0		16.0			15.8
CommerceHub Inc	(g)	Software & Services	L+775		5/21/26		69.3		67.3			64.8
CTI Foods Holding Co LLC	(g)(n)(w)(x)	Food, Beverage & Tobacco	L+725	1.0%	6/28/21		23.2		23.1			2.5
Culligan International Co	(g)	Household & Personal Products	L+850	1.0%	12/13/24		66.0		65.4			66.1

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, ~~2016~~2018

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
   Footnotes
Industry
Rate^(b) Floor Maturity Principal
Amount^(c) Amortized
Cost Fair
Value^(d)
NewStar Financial, Inc.
   (g)(j) Diversified Financials 8.3%, 0.0% PIK
(8.8% Max PIK) 12/4/24 $ 75,000 $ 61,615 $ 65,250
P.F. Chang’s China Bistro, Inc.
   (f)(g) Consumer Services 10.3% 6/30/20 11,433 11,743 11,223
PriSo Acquisition Corp.
   (g) Capital Goods 9.0% 5/15/23 10,155 10,044 10,206
S1 Blocker Buyer Inc.
   (g) Commercial & Professional Services 10.0% PIK
(10.0% Max PIK)
10/31/22 127 127 129
SandRidge Energy, Inc.
   (g)(j)(l) Energy —% 10/4/20 4,405 5,871 5,530
Sequel Industrial Products Holdings, LLC
   (f) Commercial & Professional Services 14.5%, 2.5% PIK
(2.5% Max PIK) 9/30/19 7,044 6,999 7,203
Sorenson Communications, Inc.
   (f) Telecommunication Services 13.9%, 0.0% PIK
(13.9% Max PIK) 10/31/21 15,122 14,314 13,913
SunGard Availability Services Capital, Inc.
   (f)(g) Software & Services 8.8% 4/1/22 10,750 8,363 7,404
ThermaSys Corp.
   (e)(f)(g) Capital Goods 9.0%, 1.8% PIK
(5.0% Max PIK) 5/3/20 138,106 138,106 110,312
VPG Group Holdings LLC
   (e)(g) Materials 11.0%, 2.0% PIK
(2.0% Max PIK) 6/30/18 5,355 5,355 5,234


Total Subordinated Debt
   498,080 454,045


Collateralized Securities—3.1%

ACASC2013-2A Class Subord. B
   (f)(g)(j) Diversified Financials 12.5% 10/25/25 30,500 17,799 20,270
NewStar Clarendon2014-1A Class D
   (g)(j) Diversified Financials L+435 1/25/27 1,560 1,477 1,472
NewStar Clarendon2014-1A Class Subord. B
   (g)(j) Diversified Financials 16.4% 1/25/27 17,900 14,272 14,300
Rampart CLO 2007 1A Class Subord.
   (g)(j) Diversified Financials 17.6% 10/25/21 10,000 741 1,105
Stone Tower CLO VI Class Subord.
   (f)(j) Diversified Financials 23.6% 4/17/21 5,000 1,636 2,434
Wind River CLO Ltd. 2012 1A Class Subord. B
   (g)(j) Diversified Financials 19.9% 1/15/26 42,504 23,300 32,477


Total Collateralized Securities
   59,225 72,058


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor	Maturity	Principal Amount^(c)		Amortized Cost			Fair Value^(d)
Direct ChassisLink Inc	(g)(x)	Transportation	L+600		6/15/23	$	1.3	$	1.3		$	1.3
EaglePicher Technologies LLC	(g)(x)	Capital Goods	L+725		3/8/26		3.0		2.9			2.9
Emerald Performance Materials LLC	(g)(x)	Materials	L+775	1.0%	8/1/22		2.0		2.0			2.0
Excelitas Technologies Corp	(g)(x)	Technology Hardware & Equipment	L+750	1.0%	12/1/25		7.3		7.5			7.0
Grocery Outlet Inc	(g)(x)	Food & Staples Retailing	L+725		10/22/26		3.5		3.4			3.5
Gruden Acquisition Inc	(g)(x)	Transportation	L+850	1.0%	8/18/23		15.0		14.6			15.0
Higginbotham Insurance Agency Inc	(g)	Insurance	L+725	1.0%	12/19/25		18.7		18.5			18.7
Integro Ltd/United States	(g)	Insurance	L+925		10/30/23		4.8		4.7			4.8
Invictus	(g)(x)	Materials	L+675		3/30/26		3.4		3.4			3.4
iParadigms Holdings LLC	(g)(x)	Software & Services	L+725	1.0%	7/29/22		21.9		21.8			21.8
Jo-Ann Stores Inc	(g)(x)	Retailing	L+925	1.0%	5/21/24		0.6		0.6			0.6
LBM Borrower LLC	(g)(k)(x)	Capital Goods	L+925	1.0%	8/20/23		21.2		21.2			20.8
MedAssets Inc	(g)(h)	Health Care Equipment & Services	L+975	1.0%	4/20/23		63.0		61.7			63.9
Misys Ltd	(g)(k)(l)(x)	Software & Services	L+725	1.0%	6/13/25		5.7		5.7			5.3
NBG Home	(g)	Consumer Durables & Apparel	L+975	1.0%	9/30/24		34.2		33.8			34.5
One Call Care Management Inc	(e)(g)	Insurance	L+375, 6.0% PIK (6.0% Max PIK)		4/11/24		29.9		29.6			28.7
P2 Energy Solutions, Inc.	(g)(x)	Software & Services	L+800	1.0%	4/30/21		71.3		70.5			68.5
Paradigm Acquisition Corp	(g)(x)	Health Care Equipment & Services	L+750		10/26/26		2.4		2.4			2.4
Peak 10 Holding Corp	(g)(x)	Telecommunication Services	L+725	1.0%	8/1/25		0.2		0.2			0.2
Petrochoice Holdings Inc	(g)(h)	Capital Goods	L+875	1.0%	8/21/23		65.0		63.7			65.0
Polyconcept North America Inc	(g)	Consumer Durables & Apparel	L+1000	1.0%	2/16/24		29.4		28.8			30.3
Pure Fishing Inc	(g)	Consumer Durables & Apparel	L+838	1.0%	12/31/26		81.0		80.2			80.2
Rise Baking Company	(g)	Food, Beverage & Tobacco	L+800	1.0%	8/9/26		31.1		30.8			30.8
Sequa Corp	(g)(x)	Materials	L+900	1.0%	4/28/22		22.0		21.9			20.9
SIRVA Worldwide Inc	(g)(x)	Commercial & Professional Services	L+950		8/2/26		3.8		3.5			3.4
SMG/PA	(g)(x)	Consumer Services	L+700		1/23/26		1.3		1.3			1.2
Sparta Systems Inc	(g)(h)	Software & Services	L+825	1.0%	7/27/25		35.1		34.6			30.2
Spencer Gifts LLC	(e)(g)(x)	Retailing	L+825	1.0%	6/29/22		30.0		29.9			25.6
Vestcom International Inc	(g)	Consumer Services	L+825	1.0%	12/31/24		70.5		69.9			69.0
WireCo WorldGroup Inc	(g)(x)	Capital Goods	L+900	1.0%	9/30/24		13.7		13.7			13.8

Total Senior Secured Loans—Second Lien									1,171.7			1,118.5
Unfunded Loan Commitments									(0.6	)		(0.6	)

Net Senior Secured Loans—Second Lien									1,171.1			1,117.9

Other Senior Secured Debt—8.1%
Advanced Lighting Technologies Inc	(g)(n)(w)(z)	Materials	L+700, 10.0% PIK (10.0% Max PIK)	1.0%	10/4/23		25.1		23.6			8.0
Angelica Corp	(t)	Health Care Equipment & Services	10.0%, 10.0% PIK (10.0% Max PIK)		12/30/22		37.8		37.2			32.8
Artesyn Embedded Technologies Inc	(g)(x)	Technology Hardware & Equipment	9.8%		10/15/20		21.0		20.6			19.4
Avantor Inc	(g)(x)	Materials	6.0%		10/1/24		8.3		8.4			8.1
Black Swan Energy Ltd	(e)(l)	Energy	9.0%		1/20/24		6.0		6.0			5.8
Cleaver-Brooks Inc	(g)(x)	Capital Goods	7.9%		3/1/23		9.4		9.5			9.2
Cornerstone Chemical Co	(g)(x)	Materials	6.8%		8/15/24		11.1		11.2			9.8
Direct ChassisLink Inc	(g)(x)	Transportation	10.0%		6/15/23		14.0		14.8			13.5

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, ~~2016~~2018

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
Footnotes
Industry
Number of
Shares Amortized
Cost Fair
Value^(d)
Equity/Other—22.1%^(k)

5 Arches, LLC, Common Equity
(g)(j)(l)(n) Diversified Financials 9,475 $ 250 $ 250
A.P. Plasman Inc., Warrants, 5/25/2026
(g)(j)(l) Capital Goods 698,482 2,545 3,073
Altus Power America Holdings, LLC, Common Equity
(g)(l) Energy 462,008 462 462
Altus Power America Holdings, LLC, Preferred Equity
(g) Energy 888,211 888 888
Amaya Inc., Warrants, 5/15/2024
(g)(j)(l) Consumer Services 2,000,000 16,832 13,360
AP Exhaust Holdings, LLC, Common Equity
(g)(l)(n) Automobiles & Components 811 811 41
Aquilex Corp., Common Equity, Class A Shares
(g)(l)(n) Commercial & Professional Services 15,128 1,087 4,529
Aquilex Corp., Common Equity, Class B Shares
(g)(l)(n) Commercial & Professional Services 32,637 1,690 9,772
Ascent Resources Utica Holdings, LLC, Common Equity
(g)(l)(m) Energy 96,800,082 29,100 21,683
ASG Technologies Group, Inc., Common Equity
(g)(l)(t) Software & Services 1,689,767 36,422 79,673
ASG Technologies Group, Inc., Warrants, 6/27/2022
(g)(l)(t) Software & Services 229,541 6,542 5,830
Aspect Software, Inc., Common Equity
(g)(l) Software & Services 409,967 19,792 22,384
Burleigh Point, Ltd., Warrants, 7/16/2020
(g)(j)(l) Retailing 3,451,216 1,898 276
CSF Group Holdings, Inc., Common Equity
(g)(l) Capital Goods 391,300 391 391
Eastman Kodak Co., Common Equity
(g)(l) Consumer Durables & Apparel 61,859 1,203 959
FourPoint Energy, LLC, Common Equity,Class C-II-A Units
(g)(l)(n) Energy 21,000 21,000 10,133
FourPoint Energy, LLC, Common Equity, Class D Units
(g)(l)(n) Energy 3,937 2,601 1,919
FourPoint Energy, LLC, Common Equity,Class E-II Units
(g)(l)(n) Energy 87,400 21,850 39,986
FourPoint Energy, LLC, Common Equity,Class E-III Units
(g)(l)(n) Energy 70,875 17,719 34,197
Fronton Investor Holdings, LLC, Class B Units
(g)(n)(t) Consumer Services 14,943 15,011 15,092
Global Jet Capital Holdings, LP, Preferred Equity
(f)(g)(j)(l) Commercial & Professional Services 42,281,308 42,281 42,281
H.I.G. Empire Holdco, Inc., Common Equity
(g)(l) Retailing 375 1,118 1,148
Harvey Holdings, LLC, Common Equity
(g)(l) Capital Goods 2,333,333 2,333 5,367
Imagine Communications Corp., Common Equity, Class A Units
(g)(l) Media 33,034 3,783 3,191
Industrial Group Intermediate Holdings, LLC, Common Equity
(g)(l)(n) Materials 441,238 441 772
JMC Acquisition Holdings, LLC, Common Equity
(g)(l) Capital Goods 483 483 539
JW Aluminum Co., Common Equity
(f)(g)(l)(u) Materials 972 — —
JW Aluminum Co., Preferred Equity
(f)(g)(u) Materials 4,499 43,507 45,031
Leading Edge Aviation Services, Inc., Common Equity
(f)(l) Capital Goods 4,401 464 137
Leading Edge Aviation Services, Inc., Preferred Equity
(f)(l) Capital Goods 1,303 1,303 1,303
MB Precision Investment Holdings LLC,Class A-2 Units
(g)(l)(n) Capital Goods 490,213 490 98
Micronics, Inc., Common Equity
(g)(l) Capital Goods 53,073 553 403
Micronics, Inc., Preferred Equity
(g)(l) Capital Goods 55 553 740
NewStar Financial, Inc., Warrants, 11/4/2024
(g)(j)(l) Diversified Financials 3,000,000 15,058 8,310
North Haven Cadence Buyer, Inc., Common Equity
(g)(l) Consumer Services 1,041,667 1,042 1,094
PSAV Holdings LLC, Common Equity
(f) Technology Hardware & Equipment 10,000 10,000 28,500
Ridgeback Resources Inc., Common Equity
(f)(j)(l) Energy 324,954 1,997 1,997
Roadhouse Holding Inc., Common Equity
(g)(l)(t) Consumer Services 6,672,036 6,932 8,147
S1 Blocker Buyer Inc., Common Equity
(g) Commercial & Professional Services 59 587 571


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor	Maturity	Principal Amount^(c)		Amortized Cost		Fair Value^(d)
FourPoint Energy LLC	(e)(f)(g)	Energy	9.0%		12/31/21	$	74.8	$	72.9	$	73.5
Genesys Telecommunications Laboratories Inc	(g)(x)	Technology Hardware & Equipment	10.0%		11/30/24		18.9		20.8		19.8
JW Aluminum Co	(e)(g)(x)(z)	Materials	10.3%		6/1/26		36.5		36.5		36.4
Maxim Crane Works LP / Maxim Finance Corp	(g)(x)	Capital Goods	10.1%		8/1/24		0.9		1.0		0.9
Mood Media Corp	(f)(g)(k)(y)	Media	L+1400 PIK (L+1400 Max PIK)	1.0%	6/28/24		26.6		26.5		26.6
PAREXEL International Corp	(g)(x)	Pharmaceuticals, Biotechnology & Life Sciences	6.4%		9/1/25		1.3		1.3		1.2
Pattonair Holdings Ltd	(g)(l)(x)	Capital Goods	9.0%		11/1/22		8.4		8.5		8.4
Ply Gem Holdings Inc	(g)(x)	Capital Goods	8.0%		4/15/26		5.2		5.2		4.8
RedPrairie Corp	(g)(x)	Software & Services	7.4%		10/15/24		1.0		1.1		1.0
Rockport (Relay)	(g)(n)(w)(y)	Consumer Durables & Apparel	15.0% PIK (15.0% Max PIK)		7/31/22		34.8		30.9		9.9
Sorenson Communications LLC	(f)(x)	Telecommunication Services	9.0%, 0.0% PIK (9.0% Max PIK)		10/31/20		19.9		19.6		19.7
Sunnova Energy Corp	(g)	Energy	6.0%, 6.0% PIK (6.0% Max PIK)		7/31/19		0.6		0.6		0.6
Surgery Partners Holdings LLC	(g)(x)	Health Care Equipment & Services	8.9%		4/15/21		0.5		0.5		0.5
Velvet Energy Ltd	(g)(l)	Energy	9.0%		10/5/23		7.5		7.5		7.6
Vivint Inc	(g)(x)	Commercial & Professional Services	7.9%		12/1/22		8.8		8.7		8.3
Vivint Inc	(g)(x)	Commercial & Professional Services	7.6%		9/1/23		12.6		13.0		10.3

Total Other Senior Secured Debt									385.9		336.1

Subordinated Debt—10.3%
Alion Science & Technology Corp	(g)(h)	Capital Goods	11.0%		8/1/22		68.6		68.0		67.1
Alion Science & Technology Corp	(g)	Capital Goods	11.0%		8/31/22		22.1		21.8		21.7
All Systems Holding LLC	(g)	Commercial & Professional Services	10.0% PIK (10.0% Max PIK)		10/31/22		0.1		0.1		0.1
Aurora Diagnostics Holdings LLC / Aurora Diagnostics Financing Inc	(e)(f)(g)(x)	Health Care Equipment & Services	12.3%, 1.5% PIK (1.5% Max PIK)		1/15/20		15.2		14.5		15.2
Byrider Finance LLC	(g)	Automobiles & Components	20.0% PIK (20.0% Max PIK)		3/31/22		0.9		0.9		0.9
ClubCorp Club Operations Inc	(g)(x)	Consumer Services	8.5%		9/15/25		23.4		23.1		21.0
DEI Sales Inc	(e)(g)	Consumer Durables & Apparel	9.0%, 4.0% PIK (4.0% Max PIK)		2/28/23		70.3		69.7		69.5
Hilding Anders	(g)(l)(z)	Consumer Durables & Apparel	13.0% PIK (13.0% Max PIK)		6/30/21	€	113.3		125.0		81.0
Hilding Anders	(g)(l)(n)(w)(z)	Consumer Durables & Apparel	12.0% PIK (12.0% Max PIK)		12/31/22		3.4		0.5		0.5
Hilding Anders	(g)(l)(n)(w)(z)	Consumer Durables & Apparel	12.0% PIK (12.0% Max PIK)		12/31/23		28.0		0.9		—
Hilding Anders	(g)(l)(n)(w)(z)	Consumer Durables & Apparel	18.0% PIK (18.0% Max PIK)		12/31/24		48.6		12.9		7.2
Home Partners of America Inc	(g)(y)	Real Estate	L+625	1.0%	10/8/22	$	42.9	$	42.3	$	42.7
Hub International Ltd	(g)(x)	Insurance	7.0%		5/1/26		1.8		1.8		1.6
Imagine Communications Corp	(g)	Media	12.5% PIK (12.5% Max PIK)		10/29/20		0.7		0.7		0.7
Ken Garff Automotive LLC	(g)(x)	Retailing	7.5%		8/15/23		5.4		5.4		5.4
Kenan Advantage Group Inc	(g)(x)	Transportation	7.9%		7/31/23		5.1		5.1		4.9
Lazard Global Compounders Fund	(g)(l)(v)	Diversified Financials	L+650	4.5%	9/15/25		20.2		20.2		19.8
LifePoint Hospitals Inc	(g)(x)	Health Care Equipment & Services	9.8%		12/1/26		8.4		8.4		8.0
Logan’s Roadhouse Inc	(g)(y)	Consumer Services			11/1/24		7.3		7.2		7.2
Quorum Health Corp	(g)(x)	Health Care Equipment & Services	11.6%		4/15/23		4.3		4.3		4.1
Sorenson Communications LLC	(f)(x)	Telecommunication Services	13.9%, 0.0% PIK (13.9% Max PIK)		10/31/21		15.1		14.6		15.5
SRS Distribution Inc	(g)(x)	Capital Goods	8.3%		7/1/26		17.1		16.9		15.7
Sungard Availability Services Capital Inc	(f)(g)(x)	Software & Services	8.8%		4/1/22		10.7		9.1		2.4
Surgery Partners Holdings LLC	(g)(x)	Health Care Equipment & Services	6.8%		7/1/25		8.4		8.0		7.3

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, ~~2016~~2018

(in ~~thousands,~~millions, except share amounts)

Portfolio Company^(a)
Footnotes
Industry
Number of
Shares Amortized
Cost Fair
Value^(d)
Safariland, LLC, Common Equity
(f)(l) Capital Goods 25,000 $ 2,500 $ 11,535
Safariland, LLC, Warrants, 7/27/2018
(f)(l) Capital Goods 2,263 246 1,044
Safariland, LLC, Warrants, 9/20/2019
(f)(l) Capital Goods 2,273 227 1,049
SandRidge Energy, Inc., Common Equity
(g)(j)(l) Energy 186,853 4,671 4,400
Sequel Industrial Products Holdings, LLC, Common Equity
(f)(g)(l) Commercial & Professional Services 33,306 3,400 9,682
Sequel Industrial Products Holdings, LLC, Preferred Equity
(f)(g) Commercial & Professional Services 8,000 12,174 12,179
Sequel Industrial Products Holdings, LLC, Warrants, 9/28/2022
(g)(l) Commercial & Professional Services 1,293 1 219
Sequel Industrial Products Holdings, LLC, Warrants, 5/10/2022
(f)(l) Commercial & Professional Services 19,388 12 3,697
Sequential Brands Group, Inc., Common Equity
(g)(j)(l) Consumer Durables & Apparel 206,664 2,790 967
Sorenson Communications, Inc., Common Equity
(f)(l) Telecommunication Services 46,163 — 38,989
Sunnova Energy Corp., Common Equity
(g)(l) Energy 192,389 722 1,045
Sunnova Energy Corp., Preferred Equity
(g)(l) Energy 18,182 97 99
SWI Holdco LLC, Common Equity
(g)(l) Consumer Durables & Apparel 950 — 2,613
ThermaSys Corp., Common Equity
(f)(l) Capital Goods 51,813 1 —
ThermaSys Corp., Preferred Equity
(f)(l) Capital Goods 51,813 5,181 —
VPG Group Holdings LLC,Class A-2 Units
(f)(l) Materials 3,637,500 3,638 2,183
Warren Resources, Inc., Common Equity
(f)(g)(l) Energy 113,515 534 488
Zeta Interactive Holdings Corp., Preferred Equity
(g)(l) Software & Services 215,662 1,714 1,931

Total Equity/Other
368,927 506,647

TOTAL INVESTMENTS—162.2%
$ 3,743,940 3,726,816

LIABILITIES IN EXCESS OF OTHER ASSETS—(62.2%)
(1,429,439 )

NET ASSETS—100%
$ 2,297,377


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor	Maturity	Principal Amount^(c)		Amortized Cost			Fair Value^(d)
Team Health Inc	(g)(x)	Health Care Equipment & Services	6.4%		2/1/25	$	2.8	$	2.5		$	2.3
Versatile Processing Group Inc	(e)(g)	Materials	13.0% PIK (13.0% Max PIK)		12/30/20		2.5		2.6			2.1
Vertiv Group Corp	(g)(x)	Technology Hardware & Equipment	9.3%		10/15/24		23.3		23.5			20.7
Vivint Inc	(g)(x)	Commercial & Professional Services	8.8%		12/1/20		5.1		4.9			4.9

Total Subordinated Debt									514.9			449.5
Unfunded Debt Commitments									(20.2	)		(20.2	)

Net Subordinated Debt									494.7			429.3


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor	Maturity	Principal Amount^(c)/ Shares		Amortized Cost			Fair Value^(d)
Asset Based Finance—16.0%
Accelerator Investments Aggregator LP	(g)(l)	Diversified Financials					2,318,242	$	2.7		$	2.7
Altus Power America Inc, Preferred Stock	(r)	Energy	9.0%, 5.0% PIK		10/3/23		1,060,975		1.1			1.0
Altus Power America Inc, Preferred Stock	(r)(v)	Energy	9.0%, 5.0% PIK		10/3/23		46,748		0.1			—
AMPLIT JV LP, Limited Partnership Interest	(g)(l)(n)	Diversified Financials					NA		7.6			3.4
Australis Maritime, Private Equity	(g)(l)(n)	Transportation					1,966,278		2.0			2.0
Bank of Ireland	(j)(l)	Banks	L+1185		12/4/27	$	15.1		15.1			15.2
Comet Aircraft S.a.r.l., Common Stock	(g)(l)(z)	Capital Goods	7.1%		2/28/22		34,517,963		34.5			32.4
Global Jet Capital LLC, Structured Mezzanine	(g)(k)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		1/30/25	$	1.0		1.0			1.0
Global Jet Capital LLC, Structured Mezzanine	(g)(k)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		4/30/25	$	6.3		6.2			6.3
Global Jet Capital LLC, Structured Mezzanine	(g)(k)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		9/3/25	$	1.3		1.3			1.3
Global Jet Capital LLC, Structured Mezzanine	(g)(k)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		9/29/25	$	1.2		1.2			1.2
Global Jet Capital LLC, Structured Mezzanine	(f)(g)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		12/4/25	$	73.6		72.5			73.6
Global Jet Capital LLC, Structured Mezzanine	(f)(g)(l)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		12/4/25	$	16.4		16.1			16.4
Global Jet Capital LLC, Structured Mezzanine	(f)(g)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		12/9/25	$	1.7		1.7			1.7
Global Jet Capital LLC, Structured Mezzanine	(f)(g)(l)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		12/9/25	$	13.0		12.8			13.0
Global Jet Capital LLC, Structured Mezzanine	(f)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		1/29/26	$	6.3		6.2			6.3
Global Jet Capital LLC, Structured Mezzanine	(f)(l)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		1/29/26	$	1.4		1.4			1.4
Global Jet Capital LLC, Structured Mezzanine	(g)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		4/14/26	$	15.8		15.5			15.8
Global Jet Capital LLC, Structured Mezzanine	(g)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		12/2/26	$	15.5		15.2			15.5
Global Jet Capital LLC, Preferred Stock	(f)(g)(n)	Commercial & Professional Services					42,281,308		42.3			5.9
KKR Central Park Leasing Aggregator L.P., Partnership Interest	(g)(l)	Capital Goods	29.4%		5/31/23		NA		42.9			62.5
KKR Zeno Aggregator LP (K2 Aviation)	(g)(l)(n)	Capital Goods					39,609,179		39.6			39.6
LSF IX Java Investments Ltd, Term Loan	(g)(l)(n)	Diversified Financials	E+365		12/3/19	€	56.4		59.0			63.8
Montgomery Credit Holdings LP, Membership Interest	(g)(l)	Diversified Financials					NA		7.5			6.6
MP42013-2A Class Subord. B	(f)(g)(k)(l)	Diversified Financials	16.1%		7/25/29	$	21.0		12.3			9.8
NewStar Clarendon2014-1A Class D	(g)(k)(l)	Diversified Financials	13.2%		1/25/27	$	17.9		11.4			12.8
NewStar Clarendon2014-1A Class Subord. B	(g)(l)	Diversified Financials	L+435		1/25/27	$	1.6		1.5			1.5
Orchard Marine Limited, Class B Common Stock	(g)(l)(n)(y)	Transportation					1,964		3.1			—
Orchard Marine Limited, Series A Preferred Stock	(g)(l)(n)(y)	Transportation					58,920		58.0			32.1
Rampart CLO 2007 1A Class Subord.	(g)(k)(l)(n)	Diversified Financials	0.0%		10/25/21	$	10.0		0.2			0.6

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2018

(in millions, except share amounts)


Portfolio Company^(a)	Footnotes		Industry	Rate^(b)		Floor	Maturity		Principal Amount^(c)/ Shares		Amortized Cost		Fair Value^(d)
Star Mountain SMB Multi-Manager Credit Platform LP, Limited Partnership Interest		(l)(u)	Diversified Financials						$	NA	$	59.6	$	73.6
Toorak Capital LLC, Membership Interest		(g)(l)(z)	Diversified Financials							NA		96.9		108.5
Toorak Capital LLC, Membership Interest		(g)(l)(n)(z)	Diversified Financials							NA		16.9		18.9
Wind River CLO Ltd. 2012 1A Class Subord. B		(g)(k)(l)	Diversified Financials		7.5%			1/15/26	$	42.5		20.4		20.5

Total Asset Based Finance												685.8		666.9


Portfolio Company^(a)	Footnotes		Industry	Rate^(b)		Floor	Maturity		Principal Amount^(c)		Amortized Cost		Fair Value^(d)
Strategic Credit Opportunities, LLC—7.2%
Strategic Credit Opportunities Partners, LLC		(g)(l)(z)	Diversified Financials						$	294.0	$	294.0	$	299.3

Total Strategic Credit Opportunities Partners												294.0		299.3


Portfolio Company^(a)	Footnotes		Industry	Rate^(b)		Floor	Maturity		Number of Shares		Amortized Cost		Fair Value^(d)
Equity/Other—12.9%^(k)
5 Arch Income Fund 2, LLC, Common Stock		(l)(p)	Diversified Financials							16,000	$	0.4	$	0.8
Advanced Lighting Technologies Inc, Common Stock		(g)(n)(z)	Materials							484,607		13.6		—
Advanced Lighting Technologies Inc, Warrant		(g)(n)(z)	Materials					10/4/27		112,292		3.0		—
Alion Science & Technology Corp, Class A Membership Interest		(g)(n)	Capital Goods							NA		7.4		6.8
All Systems Holding LLC, Common Stock		(g)	Commercial & Professional Services							586,763	$	0.6	$	0.6
AltEn, LLC, Membership Units		(n)(s)(y)	Energy							2,384		3.0		—
Altus Power America Inc, Common Stock		(g)(n)	Energy							462,008		0.5		0.1
Amtek Global Technology Pte Ltd, Ordinary Shares		(j)(l)(n)(z)	Automobiles & Components							5,735,799,959		30.7		26.4
Amtek Global Technology Pte Ltd, Trade Claim		(j)(l)(z)	Automobiles & Components							3,590,032		3.0		2.6
Angelica Corp, Limited Partnership Interest		(n)(t)	Health Care Equipment & Services							877,044		47.6		0.8
AP Plasman Inc, Warrant		(g)(l)(n)	Capital Goods					5/25/26		6,985		2.5		—
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock		(n)(o)	Energy							10,193		9.7		2.8
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim		(n)(o)	Energy							86,607,143		19.4		24.1
ASG Technologies, Common Stock		(g)(n)(y)	Software & Services							1,689,767		36.4		85.8
ASG Technologies, Warrants		(g)(n)(y)	Software & Services					6/27/22		229,541		6.5		6.7
Aspect Software Inc, Common Stock		(g)(n)(y)	Software & Services							428,935		10.5		—
Aurora Diagnostics Holdings LLC / Aurora Diagnostics Financing Inc, Warrant		(e)(f)(g)(n)	Health Care Equipment & Services					5/25/27		229,489		1.7		0.3
Belk Inc, Units		(g)(n)	Retailing							1,642		7.8		6.2
Brock Group LLC, Common Stock		(g)(n)	Energy							183,826		3.7		—
Byrider Finance LLC, Common Stock		(g)(n)	Automobiles & Components							833		—		—

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2018

(in millions, except share amounts)


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor	Maturity	Number of Shares		Amortized Cost		Fair Value^(d)
Cengage Learning, Inc, Common Stock	(g)(n)	Media				$	227,802	$	7.5	$	3.4
Charlotte Russe Inc, Common Stock	(g)(n)(y)	Retailing					22,575		12.5		—
Chisholm Oil & Gas Operating LLC, Series A Units	(n)(p)	Energy					75,000		0.1		—
CSafe Global, Common Stock	(g)(n)	Capital Goods					391,300		0.4		0.5
DEI Sales Inc, Class A Units	(g)(n)	Consumer Durables & Apparel					649,538		1.1		1.5
DEI Sales Inc, Series I Units	(g)(n)	Consumer Durables & Apparel					308,948		0.5		0.7
DEI Sales Inc, Series II Units	(n)(p)	Consumer Durables & Apparel					316,770		0.5		0.7
Eastman Kodak Co, Common Stock	(g)(n)(x)	Consumer Durables & Apparel					12,075		0.2		—
Empire Today LLC, Common Stock	(g)(n)	Retailing					375		1.1		1.1
FourPoint Energy LLC, Common Stock, Class C—II—A Units	(n)(p)	Energy					21,000		21.0		4.7
FourPoint Energy LLC, Common Stock, Class D Units	(n)(p)	Energy					3,937		2.6		0.9
FourPoint Energy LLC, Common Stock, Class E—II Units	(n)(p)	Energy					48,025		12.0		10.7
FourPoint Energy LLC, Common Stock, Class E—III Units	(n)(p)	Energy					70,875		17.7		15.8
Genesys Telecommunications Laboratories Inc, Class A Shares	(g)(n)	Technology Hardware & Equipment					40,529		—		—
Genesys Telecommunications Laboratories Inc, Class A1—A5 Shares	(g)(n)	Technology Hardware & Equipment					3,463,150		0.1		0.9
Genesys Telecommunications Laboratories Inc, Ordinary Shares	(g)(n)	Technology Hardware & Equipment					2,768,806		—		—
Genesys Telecommunications Laboratories Inc, Ordinary Shares	(g)(n)	Technology Hardware & Equipment					41,339		—		—
Genesys Telecommunications Laboratories Inc, Preferred Stock	(g)(n)	Technology Hardware & Equipment					1,050,465		—		0.1
Harvest Oil & Gas Corp, Common Stock	(f)(n)(x)	Energy					7,327		0.2		0.1
Harvey Industries Inc, Common Stock	(g)(n)	Capital Goods					2,333,333		2.3		4.7
Hilding Anders, ARLE PIK Interest	(g)(l)(n)(w)(z)	Consumer Durables & Apparel	12.0% PIK (12.0% Max PIK)		12/31/22		4,300,103		—		—
Hilding Anders, Class A Common Stock	(g)(l)(n)(z)	Consumer Durables & Apparel					4,503,411		0.1		—
Hilding Anders, Class B Common Stock	(g)(l)(n)(z)	Consumer Durables & Apparel					574,791		—		—
Hilding Anders, Class C Common Stock	(g)(l)(n)(z)	Consumer Durables & Apparel					213,201		—		—
Hilding Anders, Equity Options	(g)(l)(n)(z)	Consumer Durables & Apparel			12/31/20		236,160,807		15.0		2.6
HM Dunn Co Inc, Preferred Stock, Series A	(g)(n)(y)	Capital Goods					214		—		—
HM Dunn Co Inc, Preferred Stock, Series B	(g)(n)(y)	Capital Goods					214		—		—
Home Partners of America Inc, Common Stock	(g)(n)(y)	Real Estate					100,044		101.9		129.8
Home Partners of America Inc, Warrant	(g)(n)(y)	Real Estate			8/7/24		2,675		0.3		1.1
Imagine Communications Corp, Common Stock	(g)(n)	Media	9.5% PIK		11/10/18		33,034		3.8		1.8
Industrial Group Intermediate Holdings LLC, Common Stock	(n)(p)	Materials					441,238		0.4		0.3
JHC Acquisition LLC, Common Stock	(g)(n)	Capital Goods					483		0.5		0.6
Jones Apparel Holdings, Inc., Common Stock	(g)	Consumer Durables & Apparel					5,451		0.9		—
JSS Holdings Ltd, Net Profits Interest	(g)(n)	Capital Goods					40		—		0.7
JW Aluminum Co, Common Stock	(f)(g)(n)(z)	Materials					1,474		—		—
JW Aluminum Co, Preferred Stock	(f)(g)(z)	Materials	12.5%		11/17/25		106,700,471		75.7		75.8
Keystone Australia Holdings Pty Limited, Residual Claim	(g)(l)(n)	Consumer Services					NA		7.7		0.4
KKR BPT Holdings Aggregator LLC, Membership Interest	(g)(l)(n)(z)	Diversified Financials					NA		16.2		(1.4	)
Leading Edge Aviation Services Inc, Common Stock	(f)(n)	Capital Goods					4,401		0.5		—
Leading Edge Aviation Services Inc, Preferred Stock	(f)(n)	Capital Goods			8/9/19		1,303		1.3		0.5
MB Precision Holdings LLC, Class A—2 Units	(g)(n)(p)(y)	Capital Goods					1,426,110		0.5		—
MB Precision Holdings LLC, Preferred Stock	(g)(n)(y)	Capital Goods					8,775,667		1.8		1.2

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2018

(in millions, except share amounts)


Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor	Maturity		Number of Shares		Amortized Cost		Fair Value^(d)
Micronics Filtration Holdings Inc, Common Stock	(g)(n)	Capital Goods					$	53,073	$	0.6	$	—
Micronics Filtration Holdings Inc, Preferred Stock, Series A	(g)(n)	Capital Goods						55		0.6		0.3
Micronics Filtration Holdings Inc, Preferred Stock, Series B	(g)(n)	Capital Goods						23		0.2		0.3
Mood Media Corp, Common Stock	(g)(n)(y)	Media						16,243,967		11.8		14.8
NBG Home, Common Stock	(g)(n)	Consumer Durables & Apparel						1,903		2.6		2.9
Nine West Holdings Inc, Common Stock	(g)(n)	Consumer Durables & Apparel						5,451		6.5		—
North Haven Cadence Buyer Inc, Common Equity	(g)(n)	Consumer Services						1,041,667		1.0		1.6
Petroplex Acidizing Inc, Warrant	(g)(n)	Energy				12/15/26		8		—		—
Polyconcept North America Inc, Class A—1 Units	(g)(n)	Consumer Durables & Apparel						29,376		2.9		4.3
Power Distribution Inc, Common Stock	(g)(n)	Capital Goods						1,384,615		1.4		0.7
Proserv Acquisition LLC, Class A Common Units	(g)(l)(n)(y)	Energy						2,635,005		33.5		8.8
Proserv Acquisition LLC, Class A Preferred Units	(g)(l)(n)(y)	Energy						837,780		5.4		9.5
Ridgeback Resources Inc, Common Stock	(f)(l)(n)	Energy						324,954		2.0		1.6
Rockport (Relay), Class A Units	(g)(n)(y)	Consumer Durables & Apparel						219,349		—		—
Safariland LLC, Common Equity	(f)(n)	Capital Goods						27,263		2.7		2.1
Safariland LLC, Warrant	(f)(n)	Capital Goods						2,273		0.2		0.2
Sequential Brands Group Inc., Common Stock	(g)(n)(x)	Consumer Durables & Apparel						206,664		2.8		0.2
Sorenson Communications LLC, Common Stock	(f)(n)	Telecommunication Services						46,163		—		38.0
SSC (Lux) Limited S.a r.l., Common Stock	(g)(l)(n)	Health Care Equipment & Services						113,636		2.3		2.8
Stuart Weitzman Inc, Common Stock	(g)(n)	Consumer Durables & Apparel						5,451		—		—
Sunnova Energy Corp, Common Stock	(g)(n)	Energy						192,389		0.7		—
Sunnova Energy Corp, Preferred Stock	(g)(n)	Energy						35,115		0.2		0.2
ThermaSys Corp, Common Stock	(n)(y)	Capital Goods						17,383,026		9.4		9.4
ThermaSys Corp, Preferred Stock	(n)(y)	Capital Goods						1,529		1.5		1.5
Towergate, Ordinary Shares	(g)(l)(n)	Insurance						16,450		—		—
Towergate, Ordinary Shares	(g)(l)(n)	Insurance						116,814		0.2		0.2
Towergate, Preferred Stock	(g)(l)(n)	Insurance						6,113,719		9.1		9.2
Trace3 Inc, Common Stock	(g)(n)	Software & Services						19,312		0.2		0.4
Versatile Processing Group Inc, Class A—2 Units	(f)(n)	Materials						3,637,500		3.6		0.4
Warren Resources Inc, Common Stock	(g)(n)	Energy						113,515		0.5		0.3
Zeta Interactive Holdings Corp, Preferred Stock, Series E—1	(g)(n)	Software & Services						215,662		1.7		2.3
Zeta Interactive Holdings Corp, Preferred Stock, Series F	(g)(n)	Software & Services						196,151		1.7		2.0
Zeta Interactive Holdings Corp, Warrant	(g)(n)	Software & Services				4/20/27		29,422		—		0.1

Total Equity/Other										619.7		537.3

TOTAL INVESTMENTS—177.3%									$	7,756.0		7,387.4

LIABILITIES IN EXCESS OF OTHER ASSETS—(77.3%)												(3,221.4	)

NET ASSETS—100%											$	4,166.0

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2018

(in millions, except share amounts)

Foreign currency forward contracts


Foreign Currency	Settlement Date		Counterparty	Amount and Transaction		US$ Value at Settlement Date		US$ Value at December 31, 2018		Unrealized Appreciation (Depreciation)
AUD		1/14/2019	JP Morgan Chase Bank	A$	0.6 Sold	$	0.4	$	0.4	$	—
CAD		10/10/2019	JP Morgan Chase Bank	C$	4.4 Sold		3.3		3.2		0.1
EUR		1/14/2019	JP Morgan Chase Bank	€	84.0 Sold		98.0		96.3		1.7
EUR		7/8/2019	JP Morgan Chase Bank	€	5.6 Sold		6.4		6.6		(0.2	)
EUR		7/8/2019	JP Morgan Chase Bank	€	22.3 Sold		26.3		26.0		0.3
EUR		7/17/2023	JP Morgan Chase Bank	€	1.3 Sold		1.7		1.6		0.1
GBP		4/9/2019	JP Morgan Chase Bank	£	3.4 Sold		4.4		4.4		—
GBP		1/11/2023	JP Morgan Chase Bank	£	7.0 Sold		9.4		9.3		0.1
GBP		1/11/2023	JP Morgan Chase Bank	£	1.9 Sold		2.9		2.6		0.3
GBP		1/11/2023	JP Morgan Chase Bank	£	1.7 Sold		2.6		2.3		0.3
GBP		1/11/2023	JP Morgan Chase Bank	£	3.4 Sold		4.8		4.6		0.2

Total						$	160.2	$	157.3	$	2.9

Cross currency swaps


Counterparty	Company Receives Fixed Rate	Company Pays Fixed Rate	Termination Date		Unrealized Appreciation (Depreciation)
JP Morgan Chase Bank	2.20% on USD notional amount of $188.1	0.00% on EUR notional amount of €177.5		12/31/2019	$	(16	)

					$	(16	)

(a)	Security may be an obligation of one or more entities affiliated with the named company.

(b)

Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of December 31, ~~2016,~~2018, the three-month London Interbank Offered Rate, or LIBOR or “L”, was ~~1.00%~~2.81%, the Euro Interbank Offered Rate, or EURIBOR, was ~~(0.32)~~(0.31)% and the U.S. Prime Lending Rate, or Prime, was ~~3.75%~~5.50%. PIK meanspaid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.

(c)	Denominated in U.S. dollars unless otherwise noted.

(d)	Fair value determined by the Company’s board of directors (see Note 7)8).

(e)	Security or portion thereof held within Locust Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the term loan facility with JPMorgan Chase Bank, N.A. (see Note 8)9).

(f)	Security or portion thereof held within Race Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with ING Capital LLC (see Note 8)9).

(g)	Security or portion thereof is pledged as collateral supporting the amounts outstanding under the ~~revolving credit facility with ING Capital LLC~~Senior Secured Revolving Credit Facility (see Note 8)9).

(h)	Security or portion thereof was held within ~~Hamilton Street~~CCT New York Funding LLC and iswas pledged as collateral supporting the amounts outstanding under the revolving credit facility with ~~HSBC~~JPMorgan Chase Bank ~~USA, N.A.~~ (see Note 8)9).

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2018

(in millions, except share amounts)

(i)	Security or portion thereof was held within CCT Tokyo Funding LLC and was pledged as collateral supporting the amounts outstanding under the revolving credit facility with Sumitomo Mitsui Banking Corporation (see Note 9).

~~(i)~~(j)

Security or portion thereof was held within CCT Dublin Funding Limited

(k)	Position or portion thereof unsettled as of December 31, ~~2016.~~2018.

~~See notes to unaudited consolidated financial statements.~~

~~FS Investment Corporation~~

~~Consolidated Schedule of Investments (continued)~~

~~As of December 31, 2016~~

~~(in thousands, except share amounts)~~

~~(j)~~(l)

The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of December 31, ~~2016, 81.8%~~2018, 78.9% of the Company’s total assets represented qualifying assets.

~~(k)~~(m)

Listed investments may be treated as debt for GAAP or tax purposes.

~~(l)~~(n)

Security isnon-income producing.

~~(m)~~(o)

Security held within IC American Energy Investments, Inc., a wholly-owned subsidiary of the Company.

~~(n)~~(p)

Security held within FSIC Investments, Inc., a wholly-owned subsidiary of the Company.

~~(o)~~(q)

Security held within IC Arches Investments LLC, a wholly-owned subsidiary of the Company.

~~(p)~~(r)

Security held within IC Altus Investments, LLC, a wholly-owned subsidiary of the Company.

~~(q)~~(s)

Security held within CCT Holdings, LLC, a wholly-owned subsidiary of the Company.

(t)	Security held within CCT Holdings II, LLC, a wholly-owned subsidiary of the Company.

(u)

Not used.

(v)	Security is an unfunded commitment. Reflects the stated spread at the time of commitment, but may not be the actual rate received upon funding.

~~(r)~~(w)

Asset is onnon-accrual status.

~~(s)~~(x)

Security is classified as Level 1 or 2 in the ~~consolidated schedule of investments as of December 31, 2016~~Company’s fair value hierarchy (see Note 8).

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2018

(in millions, except share amounts)

~~(t)~~(y)

Under the Investment Company Act of 1940, as amended, the Company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, ~~2016,~~2018, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control”. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person for the year ended December 31, ~~2016:~~2018:


Portfolio Company		Fair Value at December 31, 2015		Purchases and Paid-in-kind Interest		Sales and Repayments			Accretion of Discount		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Fair Value at December 31, 2016		Interest Income		Fee Income		Dividend Income			Fair Value at December 31, 2017			Gross Additions⁽¹⁾		Gross Reductions⁽²⁾			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Fair Value at December 31, 2018		Interest Income⁽³⁾		PIK Income⁽³⁾
Senior Secured Loans—First Lien	Senior Secured Loans—First Lien																							Senior Secured Loans—First Lien
ASG Technologies Group, Inc.		$	38,321	$	15,628		—		$	44		—	$	773		$	54,766	$	4,841		—		—
Advanced Lighting Technologies Inc																									$	20.4		$	—	$	(17.2	)	$	—		$	(3.2	)	$	—	$	—	$	—
AltEn, LLC																										—			2.7		—			—			0.2			2.9		—		—
Aspect Software Inc																										—			3.7		—			—			(1.0	)		2.7		0.1		0.1
Aspect Software Inc																										1.0			—		(1.0	)		—			—			—		0.1		—
Aspect Software Inc																										0.6			—		—			—			(0.1	)		0.5		0.1		—
Aspect Software Inc																										(0.4	)		0.4		(0.4	)		—			0.4			—		—		—
Aspect Software Inc																										—			0.1		(0.1	)		—			—			—		—		—
Charlotte Russe Inc																										—			9.4		—			—			(5.9	)		3.5		0.1		—
HM Dunn Co Inc⁽⁴⁾																										—			1.1		—			(0.5	)		(0.5	)		0.1		—		—
Logan’s Roadhouse, Inc.																										6.9			—		(7.0	)		—			0.1			—		—		—
Logan’s Roadhouse, Inc.																										—			—		—			—			—			—		—		—
MB Precision Holdings LLC⁽⁴⁾																										—			14.0		(2.8	)		(6.9	)		0.3			4.6		0.5		0.2
ThermaSys Corp																										—			6.7		—			—			—			6.7		—		—
Senior Secured Loans—Second Lien	Senior Secured Loans—Second Lien																							Senior Secured Loans—Second Lien
ASG Technologies Group, Inc.			—	$	18,069		—		$	464		—	$	5,339		$	23,872	$	1,818	$	738		—
Logan’s Roadhouse, Inc.			—	$	16,114		—			—		—	$	(699	)	$	15,415	$	165	$	14		—			10.1			—		(21.8	)		—			11.7			—		—		—
Other Senior Secured Debt
Advanced Lighting Technologies Inc																										22.7			—		(22.7	)		—			—			—		—		—
Mood Media Corp																										21.7			4.9		—			—			—			26.6		2.3		1.8
Rockport (Relay)																										—			30.9		—			—			(21.0	)		9.9		—		—
Asset Based Finance
Orchard Marine Limited, Class B Common Stock																										—			3.1		—			—			(3.1	)		—		—		—
Orchard Marine Limited, Series A Preferred Stock																										—			58.0		—			—			(25.9	)		32.1		—		—
Equity/Other
ASG Technologies Group, Inc., Common Equity		$	77,898		—		—			—		—	$	1,775		$	79,673		—		—		—
ASG Technologies Group, Inc., Warrants, 6/27/2022			—	$	6,542		—			—		—	$	(712	)	$	5,830		—		—		—
Advanced Lighting Technologies Inc, Common Stock																										13.0			—		(16.5	)		—			3.5			—		—		—
Advanced Lighting Technologies Inc, Warrant																										0.1			—		(0.1	)		—			—			—		—		—
AltEn, LLC, Membership Units																										—			3.0		—			—			(3.0	)		—		—		—
ASG Technologies, Common Stock																										83.1			—		—			—			2.7			85.8		—		—
ASG Technologies, Warrants																										6.3			—		—			—			0.4			6.7		—		—
Aspect Software Inc, Common Stock																										—			—		—			(9.7	)		9.7			—		—		—
Charlotte Russe Inc, Common Stock																										—			12.5		—			—			(12.5	)		—		—		—
Fronton Investor Holdings, LLC, Class B Units		$	16,138		—	$	(1,874	)		—		—	$	828		$	15,092		—		—	$	224			17.8			—		(20.5	)		13.5			(10.8	)		—		—		—
Roadhouse Holding Inc., Common Equity			—	$	6,932		—			—		—	$	1,215		$	8,147		—		—		—
HM Dunn Co Inc, Preferred Stock, Series A																										—			—		—			—			—			—		—		—
HM Dunn Co Inc, Preferred Stock, Series B																										—			—		—			—			—			—		—		—
Home Partners of America Inc, Common Stock																										—			101.9		—			—			27.9			129.8		—		—
Home Partners of America Inc, Warrant																										—			0.3		—			—			0.8			1.1		—		—

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, ~~2016~~2018

(in ~~thousands,~~millions, except share amounts)


Portfolio Company	Fair Value at December 31, 2017		Gross Additions⁽¹⁾		Gross Reductions⁽²⁾			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Fair Value at December 31, 2018		Interest Income⁽³⁾		PIK Income⁽³⁾
MB Precision Holdings LLC, Class A—2 Units⁽²⁾	$	—	$	0.5	$	—		$	—		$	(0.5	)	$	—	$	—	$	—
MB Precision Holdings LLC, Preferred Stock		—		1.8		—			—			(0.6	)		1.2		—		—
Mood Media Corp, Common Stock		26.8		—		—			—			(12.0	)		14.8		—		—
Proserv Acquisition LLC, Class A Common Units		—		33.5		—			—			(24.7	)		8.8		—		—
Proserv Acquisition LLC, Class A Preferred Units		—		5.4		—			—			4.1			9.5		—		—
Roadhouse Holding Inc., Common Equity		—		—		(6.9	)		—			6.9			—		—		—
Rockport (Relay), Class A Units		—		—		—			—			—			—		—		—
ThermaSys Corp, Common Stock		—		9.4		—			—			—			9.4		—		—
ThermaSys Corp, Preferred Stock		—		6.7		—			(5.2	)		—			1.5		—		—

Total	$	230.1	$	310.0	$	(117.0	)	$	(8.8	)	$	(56.1	)	$	358.2	$	3.2	$	2.1

~~(u)~~(1)

(2)

(3)	Interest and PIK income presented for the full year ended December 31, 2018.

(4)	The Company held this investment as of December 31, 2017 but it was not deemed to be an “affiliated person” of the portfolio company or deemed to “control” the portfolio company as of December 31, 2017. Transfers in or out have been presented at amortized cost.

(z)

Under the Investment Company Act of 1940, as amended, the Company generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, ~~2016,~~2018, the Company held investments in one portfolio company of which it is deemed to be an “affiliated person” and deemed to “control”. During the year ended December 31, 2018, the Company disposed of investments in one portfolio of which it was deemed to be an “affiliated person” and deemed to “control”. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person and deemed to control for the year ended December 31, ~~2016:~~2018:

Portfolio Company
   Fair Value at
December 31,
2015    Purchases and
Paid-in-kind
Interest    Sales and
Repayments    Accretion of
Discount    Net Realized
Gain (Loss)    Net Change in
Unrealized
Appreciation
(Depreciation)    Fair Value at
December 31,
2016    Interest
Income    Fee
Income    Dividend
Income
Senior Secured Loans—Second Lien

JW Aluminum Co.
   $ 32,887    $ 4,478    —    $ 2    —    $ 672    $ 38,039    $ 3,338    —    —
Senior Secured Bonds

JW Aluminum Co.
   —    $ 8,060    $ (8,141)    $ 107    $ (26)    —    —    $ 210    —    —
Equity/Other

JW Aluminum Co., Common Equity
   —    —    —    —    —    —    —    —    —    —
JW Aluminum Co., Preferred Equity
   $ 43,844    $ 406    —    —    —    $ 781    $ 45,031    $ 35    —    —


Portfolio Company	Fair Value at December 31, 2017		Gross Additions⁽¹⁾		Gross Reductions⁽²⁾			Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Fair Value at December 31, 2018		Interest Income⁽³⁾		PIK Income⁽³⁾		Dividend Income⁽³⁾
Senior Secured Loans—First Lien
Advanced Lighting Technologies Inc⁽⁴⁾	$	—	$	17.7	$	(0.2	)	$	—	$	2.7		$	20.2	$	2.5	$	—	$	—
Amtek Global Technology Pte Ltd		—		60.5		—			—		(4.1	)		56.4		0.1		—		—
Senior Secured Loans—Second Lien
Amtek Global Technology Pte Ltd		—		40.3		—			—		(2.7	)		37.6		0.1		—		—
JW Aluminum		38.0		—		(37.4	)		—		(0.6	)		—		1.6		—		—
Other Senior Secured Debt
Advanced Lighting Technologies Inc⁽⁴⁾		—		24.2		(0.6	)		—		(15.6	)		8.0		1.2		1.4		—
JW Aluminum Co		—		36.5		—			—		(0.1	)		36.4		2.2		—		—

See notes to unaudited consolidated financial statements.

FS ~~Investment Corporation~~KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2018

(in millions, except share amounts)


Portfolio Company	Fair Value at December 31, 2017		Gross Additions⁽¹⁾		Gross Reductions⁽²⁾			Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Fair Value at December 31, 2018			Interest Income⁽³⁾		PIK Income⁽³⁾		Dividend Income⁽³⁾
Subordinated Debt
Hilding Anders	$	—	$	125.0	$	—		$	—	$	(44.0	)	$	81.0		$	0.1	$	7.9	$	—
Hilding Anders		—		0.5		—			—		—			0.5			—		—		—
Hilding Anders		—		0.9		—			—		(0.9	)		—			—		—		—
Hilding Anders		—		12.9		—			—		(5.7	)		7.2			—		—		—
Asset Based Finance
Comet Aircraft S.a.r.l., Common Stock		—		34.5		—			—		(2.1	)		32.4			0.1		—		—
Toorak Capital LLC, Membership Interest		—		96.9		—			—		11.6			108.5			—		—		0.2
Toorak Capital LLC, Membership Interest		—		16.9		—			—		2.0			18.9			—		—		—
Strategic Credit Opportunities Partners, LLC
Strategic Credit Opportunities Partners, LLC		—		294.0		—			—		5.3			299.3			—		—		1.1
Equity/Other
Advanced Lighting Technologies Inc, Common Stock⁽⁴⁾		—		16.5		(2.9	)		—		(13.6	)		—			—		—		—
Advanced Lighting Technologies Inc, Warrant⁽⁴⁾		—		3.0		—			—		(3.0	)		—			—		—		—
Amtek Global Technology Pte Ltd, Ordinary Shares		—		30.7		—			—		(4.3	)		26.4			—		—		—
Amtek Global Technology Pte Ltd, Trade Claim		—		3.0		—			—		(0.4	)		2.6			—		—		—
Hilding Anders, ARLE PIK Interest		—		—		—			—		—			—			—		—		—
Hilding Anders, Class A Common Stock		—		0.1		—			—		(0.1	)		—			—		—		—
Hilding Anders, Class B Common Stock		—		—		—			—		—			—			—		—		—
Hilding Anders, Class C Common Stock		—		—		—			—		—			—			—		—		—
Hilding Anders, Equity Options		—		15.0		—			—		(12.4	)		2.6			—		—		—
JW Aluminum Co, Common Stock		—		—		—			—		—			—			—		—		—
JW Aluminum Co, Preferred Stock		57.3		26.3		—			—		(7.8	)		75.8			1.2		10.1		—
KKR BPT Holdings Aggregator LLC, Membership Interest		—		16.2		—			—		(17.6	)		(1.4	)		—		—		—

Total	$	95.3	$	871.6	$	(41.1	)	$	—	$	(113.4	)	$	812.4		$	9.1	$	19.4	$	1.3

(1)

(2)

(3)	Interest, PIK and dividend income presented for the full year ended December 31, 2018.

(4)	The Company held this investment as of December 31, 2017 but it was not deemed to “control” the portfolio company as of December 31, 2017. Transfers in or out have been presented at amortized cost.

See notes to unaudited consolidated financial statements.

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in ~~thousands,~~millions, except share and per share amounts)

Note 1. Principal Business and Organization

FS ~~Investment Corporation~~KKR Capital Corp. (NYSE: ~~FSIC)~~FSK), or the Company, was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed,non-diversified,closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, the Company has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company, or RIC, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As of September 30, ~~2017,~~2019, the Company had ~~two~~various wholly-owned subsidiaries, including special-purpose financing subsidiaries and ~~five wholly-owned~~ subsidiaries through which it holds interests in portfolio companies. The unaudited consolidated financial statements include both the Company’s accounts and the accounts of its wholly-owned subsidiaries as of September 30, ~~2017.~~2019. All significant intercompany transactions have been eliminated in consolidation. Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state income taxes.

The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital ~~appreciation by investing~~appreciation. The Company’s portfolio is comprised primarily of investments in senior secured loans and second lien secured loans of private middle-market U.S. ~~companies. The Company seeks~~companies and, to ~~generate superior risk-adjusted returns by focusing on debt investments in~~ a ~~broad array~~lesser extent, subordinated loans of private U.S. companies, including middle market companies, which the Company defines as companies with annual revenues of $50 million to $2.5 billion at the time of investment. The Company may purchase interests in loans or make other debt investments, including investments in senior secured bonds, through secondary market transactions in the~~“over-the-counter”~~ market or directly from the Company’s target companies as primary market or directly originated investments. In connection with the Company’s debt investments, the Company may on occasion receive equity interests such as warrants or options as additional consideration. The Company may also purchase or otherwise acquire interests in the form of common or preferred equity or equity-related securities, such as rights and warrants that may be converted into or exchanged for common stock or other equity or the cash value of common stock or other equity, in the Company’s target companies, generally in conjunction with one of the Company’s debt investments, including through the restructuring of such investments, or through a~~co-investment~~ ~~with a financial sponsor, such as an institutional investor or private equity firm.~~companies. In addition, a portion of the Company’s portfolio may be comprised of equity and equity-related securities, corporate bonds, ~~collateralized loan obligations, or CLOs,~~structured products, other debt securities and derivatives, including total return swaps and credit default swaps.

The ~~Company’s~~Company is externally managed by FS/KKR Advisor, LLC, or the Advisor, pursuant to an investment ~~adviser,~~advisory agreement, dated as of December 20, 2018, or the investment advisory agreement. On April 9, 2018, GSO / Blackstone Debt Funds Management LLC, or GDFM, resigned as the investmentsub-adviser to the Company and terminated the investmentsub-advisory agreement, or the investmentsub-advisory agreement, between FB Income Advisor, LLC, or FB Advisor, ~~will seek~~and GDFM, effective April 9, 2018. In connection with GDFM’s resignation as the investmentsub-adviser to ~~tailor the Company’s investment focus as market conditions evolve. Depending on market conditions,~~ the Company, ~~may increase~~on April 9, 2018, the Company entered into an investment advisory agreement, or ~~decrease~~the prior investment advisory agreement, with the Advisor. The prior investment advisory agreement replaced the amended and restated investment advisory agreement, dated July 17, 2014, or the FB Advisor investment advisory agreement, by and between the Company and FB Advisor.

On December 19, 2018, the Company completed its ~~exposure~~acquisition, or the Merger, of Corporate Capital Trust, Inc., or CCT, pursuant to ~~less senior portions~~that certain Agreement and Plan of Merger, or the Merger Agreement, dated as of July 22, 2018, by and among the Company, CCT, IC Acquisition, Inc., a former wholly-owned subsidiary of the ~~capital structure~~Company, or ~~otherwise make opportunistic investments.~~Merger Sub, and the Advisor.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation: The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with ~~U.S.~~accounting principles generally accepted ~~accounting principles,~~in the United States of America, or GAAP, for interim financial information and with the instructions for Form10-Q and Article 10 of RegulationS-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For a more complete discussion of significant accounting policies and certain other information, the Company’s interim unaudited consolidated financial statements should be read in conjunction with its audited consolidated financial statements as of and for the year ended December 31, ~~2016~~2018 included in the Company’s annual report on Form10-K for the year ended December 31, ~~2016.~~2018. Operating results for the three and nine months ended September 30, ~~2017~~2019 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2017.~~2019. The December 31, ~~2016~~2018 consolidated balance sheet and consolidated schedule of investments are derived from the Company’s audited consolidated financial statements as of and for the year ended December 31, ~~2016.~~2018. The Company is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies under Accounting Standards Codification Topic 946,Financial Services—Investment Companies. ~~The Company has evaluated the impact of subsequent events through the date the consolidated financial statements were issued and filed with the U.S. Securities and Exchange Commission, or the SEC.~~

Use of Estimates: The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 2. Summary of Significant Accounting Policies (continued)~~

contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. ~~Many of the amounts have been rounded, and all amounts are~~

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in ~~thousands,~~millions, except share and per share ~~amounts.~~amounts)

Note 2. Summary of Significant Accounting Policies (continued)

Capital Gains Incentive Fee:Pursuant to the terms of the ~~amended and restated~~ investment advisory agreement, ~~dated July 17, 2014, or the investment advisory agreement, by and between the Company and FB Advisor,~~ the incentive fee on capital gains is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement). This fee equals 20.0% of the Company’s incentive fee capital gains, ~~(i.e.,~~which shall equal both CCT’s and the Company’s realized capital gains (without duplication) on a cumulative basis from inception, calculated as of the end of ~~the applicable period,~~each calendar year, computed net of all realized capital losses and unrealized capital depreciation (without duplication) on a cumulative ~~basis),~~basis, less the aggregate amount of any capital gain incentive fees previously paid ~~capital gains incentive fees.~~by CCT and the Company. On a quarterly basis, the Company accrues for the capital gains incentive fee by calculating such fee as if it were due and payable as of the end of such period.

The Company includes unrealized gains in the calculation of the capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to FBthe Advisor if the Company’s entire portfolio was liquidated at its fair value as of the balance sheet date even though FBthe Advisor is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.

Subordinated Income Incentive Fee: Pursuant to the terms of the investment advisory agreement, FBthe Advisor may also be entitled to receive a subordinated incentive fee on income. The subordinated incentive fee on income under the investment advisory agreement, which is calculated and payable quarterly in arrears, equals 20.0% of theCompany’s~~“pre-incentive~~ “pre-incentive fee ~~fee~~ net investment income” for the immediately preceding quarter and is subject to a hurdle rate, expressed as a rate of return on the value of the Company’s net assets, equal to ~~1.875%~~1.75% per quarter, or an annualized hurdle rate of ~~7.5%~~7.0%. As a result, FBthe Advisor will not earn this incentive fee for any quarter until theCompany’spre-incentive fee ~~fee~~ net investment income for such quarter exceeds the hurdle rate of ~~1.875%~~1.75%. Once theCompany’spre-incentive fee ~~fee~~ net investment income in any quarter exceeds the hurdle rate, FBthe Advisor will be entitled toa~~“catch-up”~~ “catch-up” fee ~~fee~~ equal to the amount ofthepre-incentive fee ~~fee~~ net investment income in excess of the hurdle rate, until theCompany’spre-incentive fee ~~fee~~ net investment income for such quarter equals ~~2.34375%~~2.1875%, or ~~9.375%~~8.75% annually, of net assets. Thereafter, FBthe Advisor will be entitled to receive 20.0%ofpre-incentive fee ~~fee~~ net investment income.

The subordinated incentive fee on income is subject to a ~~total return requirement, which provides that no incentive fee in respect of the Company’spre-incentive~~ ~~fee net investment income will be payable except~~cap equal to ~~the extent that~~(i) 20.0% of the ~~cumulative net increase in net assets resulting from operations over~~“pershare pre-incentive fee return” for the then-current and eleven preceding calendar quarters ~~exceeds~~minus the cumulative “per share incentive ~~fees~~fees” accrued and/or ~~paid~~payable for the eleven preceding calendar ~~quarters. Accordingly,~~quarters multiplied by (ii) the weighted average number of shares outstanding during the calendar quarter (or any portion thereof) for which the subordinated incentive fee on income ~~that~~ is ~~payable in~~being calculated. The definitions of “pershare pre-incentive fee return” and “per share incentive fees” under the investment advisory agreement take into account the historic pershare pre-incentive fee return of both the Company and CCT, together with the historic per share incentive fees paid by both the Company and CCT. For the purpose of calculating the “pershare pre-incentive fee return,” any unrealized appreciation or depreciation recognized as a ~~calendar quarter will be limited to the lesser of (i) 20.0%~~result of the ~~amount by which the Company’spre-incentive~~ ~~fee net investment income for such calendar quarter exceeds the applicable quarterly hurdle rate, subject to the“catch-up”~~ ~~provision, and (ii) (x) 20.0% of the cumulative net increase in net assets resulting from operations~~purchase accounting for the ~~then-current and eleven preceding calendar quarters~~~~minus~~ ~~(y) the cumulative incentive fees accrued and/or paid for the eleven preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations”~~Merger is ~~the sum ofpre-incentive~~excluded. fee net investment income, base management fees, realized gains and losses and unrealized appreciation and depreciation of the Company for the then-current and eleven preceding calendar quarters. There will be no accumulation of amounts on the hurdle rate from quarter to quarter and, accordingly, there will be no clawback of amounts previously paid if subsequent quarters are below the applicable quarterly hurdle rate and there will be no delay of payment if prior quarters are below the applicable quarterly hurdle rate.

~~Partial Loan Sales:~~~~The Company follows the guidance in Accounting Standards Codification Topic 860,~~~~Transfers and~~~~Servicing~~, or ASC Topic 860, when accounting for loan participations and other partial loan sales. This guidance requires a participation or other partial loan sale to meet the definition of a participating interest, as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain on the Company’s consolidated balance sheets and the proceeds are recorded as a secured borrowing until the

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 2. Summary of Significant Accounting Policies (continued)~~

participation or other partial loan sale meets the definition. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value. See Note 8 for additional information regarding the Company’s secured borrowing.

Reclassifications:Certain amounts in the unaudited consolidated financial statements as of and for the three and nine months ended September 30, ~~2016~~2018 and the audited consolidated financial statements as of and for the year ended December 31, ~~2016~~2018 may have been reclassified to conform to the classifications used to prepare the unaudited consolidated financial statements as of and for the three and nine months ended September 30, ~~2017. These reclassifications had no material impact~~2019.

Revenue Recognition:Security transactions are accounted for on the trade date. The Company records interest income on an accrual basis to the extent that it expects to collect such amounts. The Company records dividend income on theex-dividend date. Distributions received from limited liability company (“LLC”) and limited partnership (“LP”) investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. The Company does not accrue as a receivable interest or dividends on loans and securities if it has reason to doubt its ability to collect such income. The Company’s policy is to place investments onnon-accrual status when there is reasonable doubt that interest income will be collected. The Company considers many factors relevant to an investment when placing it on or removing it fromnon-accrual status including, but not limited to, the delinquency status of the investment, economic and business conditions, the overall financial condition of

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

the underlying investment, the value of the underlying collateral, bankruptcy status, if any, and any other facts or circumstances relevant to the investment. If there is reasonable doubt that the Company will receive any previously accrued interest, then the interest income will bewritten-off. Payments received onnon-accrual investments may be recognized as income or applied to principal depending upon the collectability of the remaining principal and interest.Non-accrual investments may be restored to accrual status when principal and interest become current and are likely to remain current based on the Company’s judgment.

Loan origination fees, original issue discount and market discount are capitalized and the Company amortizes such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. Structuring and othernon-recurring upfront fees are recorded as fee income when earned. For the nine months ended September 30, 2019, the Company recognized $11 in structuring fee revenue. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.

Derivative Instruments:The Company’s derivative instruments include foreign currency forward contracts and cross currency swaps. The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial ~~position, results~~statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result, the Company presents changes in fair value through net change in unrealized appreciation (depreciation) on derivative instruments in the consolidated statements of ~~operations~~operations. Realized gains and losses of the derivative instruments are included in net realized gains (losses) on derivative instruments in the consolidated statements of operations.

Recent Accounting Pronouncements: In August 2018, the Financial Accounting Standards Board, or ~~cash flows as previously reported.~~

~~Revenue Recognition:~~~~In May 2014, the~~ FASB, issued ~~ASU~~Accounting Standards Update~~No. 2014-09,~~2018-13, Fair Value Measurement (Topic 820)—~~Revenue from Contracts with Customers~~Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, ~~which provides~~or ASU2018-13. ASU2018-13 introduces new fair value disclosure requirements and eliminates and modifies certain existing fair value disclosure requirements. ASU2018-13 is effective for revenue recognition based on the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. When it becomes effective, the new revenue recognition guidance in ASU~~No. 2014-09~~ ~~will replace most revenue recognition guidance under existing GAAP. In 2016, the FASB issued additional guidance that clarified, amended~~fiscal years, and technically corrected prior revenue recognition guidance. The new revenue recognition guidance applies to all entities and all contracts with customers to provide goods or services in the ordinary course of business, excluding, among other things, financial instruments as well as certain other contractual rights and obligations. For public entities, the new standards are effective during the interim ~~and annual~~ periods within those fiscal years, beginning after December 15, ~~2017, with early adoption permitted. The standards permit the use of either the retrospective or cumulative effect transition method.~~2019. The Company is currently evaluating the ~~applicability of the new revenue recognition guidance to the Company’s revenue recognition policies and assessing the~~ impact of ~~this guidance~~ASU2018-13 on ~~the Company’s consolidated~~its financial statements.

Note 3. Share Transactions

Below is a summary of transactions with respect to shares of the Company’s common stock during the nine months ended September 30, ~~2017~~2019 and ~~2016:~~2018:


	Nine Months Ended September 30,								Nine Months Ended September 30,
	2017				2016				2019						2018
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount
Reinvestment of Distributions		1,662,059	$	15,908		641,574	$	5,665
Share Repurchase Program										(19,216,367	)	$	(118	)		(6,571,347	)	$	(50	)

Net Proceeds from Share Transactions		1,662,059	$	15,908		641,574	$	5,665		(19,216,367	)	$	(118	)		(6,571,347	)	$	(50	)

During the nine months ended September 30, ~~2016,~~2019, the administrator for the Company’s distribution reinvestment plan, or DRP, purchased ~~1,232,012~~3,025,035 shares of common stock in the open market at an average price per share of ~~$9.10~~$6.07 (totaling ~~$11,216)~~$18) pursuant to the ~~Company’s~~ DRP, and distributed such shares to participants in the ~~Company’s~~ DRP. During the ~~period from October 1, 2017 to November 8, 2017,~~nine months ended September 30, 2018, the administrator for the ~~Company’s~~ DRP purchased ~~611,141~~1,550,162 shares of common stock in the open market at an average price per share of ~~$8.65~~$7.64 (totaling ~~$5,284)~~$12) pursuant to the ~~Company’s~~ DRP, and distributed such shares to participants in the ~~Company’s~~DRP. During the period from October 1, 2019 to November 6, 2019, the administrator for the DRP purchased 1,253,852 shares of common stock in the open market at an average price per share of $5.77 (totaling $7) pursuant to the DRP, and distributed such shares to participants in the DRP. For additional information regarding the terms of the DRP, see Note 5.

February 2018 Share Repurchase Program

In February 2018, the Company’s board of directors authorized a stock repurchase program. Under the program, the Company was permitted to repurchase up to $50 in the aggregate of its outstanding common stock in the open market at prices below the then-current net asset value per share. During the nine months ended September 30, 2018, the Company repurchased

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 3. Share Transactions (continued)

6,571,347 shares of common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $7.61 (totaling $50). The program has terminated since the aggregate repurchase amount that was approved by the Company’s board of directors has been expended.

December 2018 Share Repurchase Program

In December 2018, the Company’s board of directors authorized a stock repurchase program. Under the program, the Company is permitted to repurchase up to $200 in the aggregate of its outstanding common stock in the open market at prices below the then-current net asset value per share. The timing, manner, price and amount of any share repurchases will be determined by the Company, based upon the evaluation of economic and market conditions, the Company’s stock price, applicable legal and regulatory requirements and other factors. The program will be in effect through December 19, 2019, unless extended, or until the aggregate repurchase amount that has been approved by the Company’s board of directors has been expended. The program may be suspended, extended, modified or discontinued at any time.

During the nine months ended September 30, 2019, the Company repurchased 19,216,367 shares of common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $6.11 (totaling $118). During the period from October 1, 2019 to November 6, 2019, the Company repurchased 3,189,687 shares of common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $5.78 (totaling $18).

Note 4. Related Party Transactions

Compensation of the Investment Adviser

Pursuant to the investment advisory agreement, the Advisor is entitled to a base management fee calculated at an annual rate of 1.50% of the average weekly value of the Company’s gross assets excluding cash and cash equivalents (gross assets equal the total assets of the Company as set forth on the Company’s consolidated balance sheets) and an incentive fee based on the Company’s performance. Effective June 15, 2019, in connection with stockholder approval of the modification of the asset coverage requirement applicable to senior securities from 200% to 150%, the Advisor reduced (by permanent waiver) the annual base management fee payable under the investment advisory agreement from 1.5% to 1.0% on all assets financed using leverage over 1.0xdebt-to-equity. The base management fee is payable quarterly in arrears. All or any part of the base management fee not taken as to any quarter will be deferred without interest and may be taken in such other quarter as the Advisor determines. The prior investment advisory agreement had substantially similar terms, except that cash and cash equivalents were not excluded from gross assets. See Note 2 for a discussion of the capital gains and subordinated income incentive fees that the Advisor may be entitled to under the investment advisory agreement.

Pursuant to the FB Advisor isinvestment advisory agreement, which was in effect until April 9, 2018, FB Advisor was entitled to an annual base management fee equal to 1.75% of the average value of the Company’s gross assets (gross assets equal the total assets of the Company as set forth on the Company’s consolidated balance sheets) and an incentive fee based on the Company’s performance. ~~Base management fees are paid on a quarterly basis in arrears.~~ FB Advisor ~~has~~had agreed, effective October 1, 2017, ~~and through September 30, 2018,~~ to (a) waive a portion of the base management fee to which it iswas entitled under the FB Advisor investment advisory agreement so that the fee received ~~equals~~

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 4. Related Party Transactions (continued)~~

equaled 1.50% of the average value of the Company’s gross assets and (b) continue to calculate the subordinated incentive fee on income to which it iswas entitled under the FB Advisor investment advisory agreement as if the base management fee was 1.75% of the average value of the Company’s gross assets. ~~See Note 2 for a discussion of the capital gains and subordinated income incentive fees that FB Advisor may be entitled to under the investment advisory agreement.~~

Pursuant to ~~an investmentsub-advisory~~ ~~agreement, or~~ the investmentsub-advisory agreement, ~~between FB Advisor and GSO / Blackstone Debt Funds Management LLC, or~~ GDFM ~~GDFM will~~was entitled to receive 50% of all management and incentive fees payable to FB Advisor under the FB Advisor investment advisory agreement with respect to each year.

On April ~~16, 2014,~~9, 2018, the Company entered into an administration agreement with FBthe Advisor, or the administration agreement, which ~~governs~~replaced an administration agreement with FB Advisor, or the FB Advisor administration agreement. Pursuant to the administration agreement, the Advisor oversees the Company’sday-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities, and other administrative services. The Advisor also performs, or oversees the performance of, the Company’s corporate operations

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 4. Related Party Transactions (continued)

and required administrative services, ~~provided~~which includes being responsible for the financial records that the Company is required to maintain and preparing reports for the Company’s stockholders and reports filed with the SEC. In addition, the Advisor assists the Company in calculating its net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to the Company’s stockholders, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by ~~FB Advisor.~~ others.

Pursuant to the administration agreement, the Company reimburses FBthe Advisor for expenses necessary to perform services related to ~~the Company’s~~its administration and operations, including FBthe Advisor’s allocable portion of the compensation and related expenses of certain personnel of Franklin Square Holdings, L.P. ~~(which~~, which does business as FS ~~Investments),~~Investments, or FS Investments, and KKR Credit Advisors (US), LLC, or KKR Credit, providing administrative services to the Company on behalf of FBthe Advisor. The Company reimburses FBthe Advisor no less than quarterly for all costs and expenses incurred by FBthe Advisor in performing its obligations and providing personnel and facilities under the administration agreement. FBThe Advisor allocates the cost of such services to the Company based on factors such as total assets, revenues, time allocations and/or other reasonable metrics. The Company’s board of directors reviews the methodology employed in determining how the expenses are allocated to the Company and the proposed allocation of administrative expenses among the Company and certain affiliates of FBthe Advisor. The Company’s board of directors then assesses the reasonableness of such reimbursements for expenses allocated to ~~the Company~~it based on the breadth, depth and quality of such services as compared to the estimated cost to the Company of obtaining similar services from third-party service providers known to be available. In addition, the Company’s board of directors considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the Company’s board of directors compares the total amount paid to FBthe Advisor for such services as a percentage of the Company’s net assets to the same ratio as reported by other comparable BDCs. The FB Advisor administration agreement was substantially similar to the administration agreement.

The following table describes the fees and expenses accrued under the investment advisory agreement, the FB Advisor investment advisory agreement, the administration agreement and the FB Advisor administration agreement, as applicable, during the three and nine months ended September 30, ~~2017~~2019 and ~~2016:~~2018:

Three Months Ended
September 30,   Nine Months Ended
September 30,
Related Party

Source Agreement

Description
2017 2016 2017 2016
FB Advisor

Investment Advisory Agreement

Base Management Fee⁽¹⁾
$     18,038    $     17,872    $     54,772    $     53,258
FB Advisor

Investment Advisory Agreement

Subordinated Incentive Fee on Income⁽²⁾
$ 12,662 $ 12,250 $ 37,426 $ 38,945
FB Advisor

Administration Agreement

Administrative Services Expenses⁽³⁾
$ 750 $ 750 $ 2,226 $ 2,846


			Three Months Ended September 30,		Nine Months Ended September 30,
Related Party	Source Agreement	Description	2019	2018	2019	2018
FB Advisor and the Advisor	Investment advisory agreement, prior investment advisory agreement and FB Advisor investment advisory agreement	Base Management Fee⁽¹⁾	$28	$14	$85	$44
FB Advisor and the Advisor	Investment advisory agreement, prior investment advisory agreement and FB Advisor investment advisory agreement	Subordinated Incentive Fee on Income⁽²⁾	$8	$—	$57	$23
FB Advisor and the Advisor	Administration agreement and FB Advisor administration agreement	Administrative Services Expenses⁽³⁾	$4	$1	$7	$3

(1)

FB Advisor agreed, effective October 1, 2017, to waive a portion of the base management fee to which it was entitled under the FB Advisor investment advisory agreement so that the fee received equaled 1.50% of the average value of the Company’s gross assets. For the nine months ended September 30, 2018, the amount shown is net of waivers of $3. During the nine months ended September 30, ~~2017~~2019 and ~~2016, $54,756~~2018, $77 and ~~$53,801,~~$46, respectively, in base management fees were paid to the Advisor and/or FB Advisor. As of September 30, ~~2017, $18,038~~2019, $28 in base management fees were payable to FBthe Advisor.

(2)

During the nine months ended September 30, ~~2017~~2019 and ~~2016, $37,649~~2018, $63 and ~~$40,069,~~$36, respectively, of subordinated incentive fees on income were paid to the Advisor and/or FB Advisor. ~~As of September 30, 2017, a subordinated incentive fee on income of $12,662 was payable to FB Advisor.~~

(3)

During the nine months ended September 30, ~~2017~~2019 and ~~2016, $2,017~~2018, $4 and ~~$2,633,~~$2, respectively, of administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by FB Advisor and the Advisor and the remainder related to other reimbursable ~~expenses.~~expenses, including reimbursement of fees related to transactional expenses for prospective investments, such as fees and expenses associated with performing due diligence reviews of investments that do not close, often referred to as “broken deal” costs. Broken deal costs were $0.6 for the nine months ended September 30, 2019. The Company paid ~~$2,247~~$4 and ~~$3,078,~~$2, respectively, in administrative services expenses to the Advisor and/or FB Advisor during the nine months ended September 30, ~~2017~~2019 and ~~2016.~~2018.

~~Potential Conflicts of Interest~~

~~FB Advisor’s senior management team is comprised of substantially the same personnel as the senior management teams of the investment advisers to certain other BDCs, open- andclosed-end management~~ ~~investment companies and a real estate investment trust sponsored by FS Investments, or the Fund Complex. As a result, such personnel provide or expect to provide~~

FS ~~Investment Corporation~~KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in ~~thousands,~~millions, except share and per share amounts)

Note 4. Related Party Transactions (continued)

Potential Conflicts of Interest

The members of the senior management and investment ~~advisory services to certain other funds~~teams of the Advisor serve or may serve as officers, directors or principals of entities that operate in the ~~Fund Complex~~same or a related line of business as the Company does, or of investment vehicles managed by the same personnel. For example, the Advisor is the investment adviser to FS Investment Corporation II, FS Investment Corporation III, FS Investment Corporation IV, and ~~such~~Corporate Capital Trust II, and the officers, managers and other personnel of the Advisor may serve in similar or other capacities for the investment advisers to future investment vehicles affiliated with FS Investments or KKR Credit. In serving in ~~the Fund Complex. While none of the investment advisers are currently providing investment advisory services to clients~~these multiple and other ~~than the funds in the Fund Complex, any, or all,~~capacities, they may ~~do so in the future. In the event that FB Advisor or its management team undertakes to provide investment advisory services~~have obligations to other clients or investors in those entities, the fulfillment of which may not be in the ~~future, it intends to allocate investment opportunities~~Company’s best interests or in ~~a fair and equitable manner consistent with~~ the best interest of the Company’s stockholders. The Company’s investment objectives ~~and strategies, if necessary, so that~~may overlap with the ~~Company will not be disadvantaged in relation to any~~investment objectives of such investment funds, accounts or other ~~client of FB Advisor or its management team.~~investment vehicles. For additional information regarding potential conflicts of interest, see the Company’s annual report on Form10-K for the year ended December 31, ~~2016.~~2018.

Exemptive Relief

As a BDC, the Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are not permittedtoco-invest with ~~with~~ certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, and may,simultaneouslyco-invest in in transactions where price is the only negotiated term.

In an order dated June 4, 2013, or the FS Order, the SEC granted exemptive relief permitting the Company, subject to the satisfaction of certain conditions,toco-invest in in certain privately negotiated investment transactions with certain affiliates of FB Advisor, including FS Energy and Power Fund, FS Investment Corporation II, FS Investment Corporation III, FS Investment Corporation IV and any future BDCs that are advised by FB Advisor or its affiliated investment ~~advisers, or collectively the Company’sco-investment~~ affiliates. The Company believes this relief has and may continue to enhance its ability to further its investment objectives and strategy. The Company believes this relief may also increase favorable investment opportunities for it, in part, by allowing the Company to participate in larger investments, together with its~~co-investment~~ ~~affiliates, than would be available to the Company if such relief had not been obtained. Because the Company did not seek exemptive relief to engage inco-investment~~ ~~transactions with GDFM and its affiliates, the Company is permitted toco-invest~~ ~~with GDFM and its affiliates only in accordance with existing regulatory guidance (e.g., where price is the only negotiated term).~~

~~Trademark License Agreement~~

~~On April 16, 2014,~~advisers. However, in connection with the ~~listing~~investment advisory relationship with the Advisor, and in an effort to mitigate potential future conflicts of ~~its common stock on~~interest, the ~~NYSE,~~Company’s board of directors authorized and directed that the Company ~~entered into a trademark license agreement, or~~(i) withdraw from the ~~trademark license agreement, with~~ FS ~~Investments. Pursuant to the trademark license agreement, FS Investments granted the Company anon-exclusive,~~ nontransferable, royalty-free right and license to use the name “FS Investment Corporation” and certain other trademarks, or the licensed marks, as a component of the Company’s name (and in connection with marketing the investment advisory and other services that FB Advisor may provide to the Company). Other thanOrder, except with respect to ~~this limited license,~~any transaction in which the Company ~~has no other rights~~participated in reliance on the FS Order prior to April 9, 2018, and (ii) rely on an exemptive relief order, dated April 3, 2018, that permits the Company, subject to the ~~licensed marks. The trademark license agreement may be terminated~~satisfaction of certain conditions,to co-invest in certain privately negotiated investment transactions, including investments originated and directly negotiated by ~~FS Investments or~~ the ~~Company on sixty days’ prior written notice and expires if FB~~ Advisor or ~~one of FS Investments’~~KKR Credit, with certain affiliates ceases to serve as investment adviser to the Company. Furthermore, FS Investments may terminate the trademark license agreement at any time and in its sole discretion in the event that FS Investments or the Company receives notice of any third-party claim arising out of the Company’s use of the licensed marks or if the Company attempts to assign or sublicense the trademark license agreement or any of the Company’s rights or duties under the trademark license agreement without the prior written consent of FS Investments. FB Advisor is a third-party beneficiary of the trademark license agreement.

Advisor.

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

Note 5. Distributions

The following table reflects the cash distributions per share that the Company has declared on its common stock during the nine months ended September 30, ~~2017~~2019 and ~~2016:~~2018:

   Distribution
For the Three Months Ended
   Per Share Amount
Fiscal 2016

March 31, 2016
   $ 0.22275    $ 54,093
June 30, 2016
   0.22275 54,238
September 30, 2016
   0.22275 54,236


Total
   $     0.66825 $     162,567


Fiscal 2017

March 31, 2017
   $ 0.22275 $ 54,485
June 30, 2017
   0.22275 54,607
September 30, 2017
   0.22275 54,733


Total
   $ 0.66825 $ 163,825


	Distribution
For the Three Months Ended	Per Share		Amount
Fiscal 2018
March 31, 2018	$	0.19000	$	47
June 30, 2018		0.19000		46
September��30, 2018		0.19000		45

Total	$	0.57000	$	138

Fiscal 2019
March 31, 2019	$	0.19000	$	100
June 30, 2019		0.19000		99
September 30, 2019		0.19000		98

Total	$	0.57000	$	297

On ~~November 1, 2017,~~October 30, 2019, the Company’s board of directors declared a regular quarterly cash distribution of $0.19 per share, which will be paid on or about January 3, ~~2018~~2020 to stockholders of record as of the close of business on December ~~20, 2017.~~18, 2019. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of the Company’s board of directors.

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 5. Distributions (continued)

Pursuant to the ~~Company’s~~ DRP, the Company will reinvest all cash dividends or distributions declared by the Company’s board of directors on behalf of stockholders who do not elect to receive their distributions in cash. As a result, if the Company’s board of directors declares a distribution, then stockholders who have not elected to “opt out” of the DRP will have their distributions automatically reinvested in additional shares of the Company’s common stock.

With respect to each distribution pursuant to the DRP, the Company reserves the right to either issue new shares of common stock or purchase shares of common stock in the open market in connection with implementation of the DRP. Unless the Company, in its sole discretion, otherwise directs the plan administrator, (A) if the per share market price (as defined in the DRP) is equal to or greater than the estimated net asset value per share (rounded up to the nearest whole cent) of the Company’s common stock on the payment date for the distribution, then the Company will issue shares of common stock at the greater of (i) net asset value per share of common stock or (ii) 95% of the market price; or (B) if the market price is less than the net asset value per share, then, in the sole discretion of the Company, (i) shares of common stock will be purchased in open market transactions for the accounts of participants to the extent practicable, or (ii) the Company will issue shares of common stock at net asset value per share. Pursuant to the terms of the DRP, the number of shares of common stock to be issued to a participant will be determined by dividing the total dollar amount of the distribution payable to a participant by the price per share at which the Company issues such shares; provided, however, that shares purchased in open market transactions by the plan administrator will be allocated to a participant based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.

If a stockholder receives distributions in the form of common stock pursuant to the DRP, such stockholder generally will be subject to the same federal, state and local tax consequences as if it elected to receive distributions in cash. If the Company’s common stock is trading at or below net asset value, a stockholder receiving distributions in the form of additional common stock will be treated as receiving a distribution in the amount of cash that they would have received if they had elected to receive the distribution in cash. If the Company’s common stock is trading above net asset value, a stockholder receiving distributions in the form of additional common stock will be treated as receiving a distribution in the amount of the fair market value of the Company’s common stock. The stockholder’s basis for determining gain or loss upon the sale of common stock received in a distribution will be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a distribution will have a holding period for tax purposes commencing on the day following the day on which the shares of common stock are credited to the stockholder’s account.

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 5. Distributions (continued)~~

The Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including proceeds from the sale of shares of the Company’s common stock, borrowings, net investment income from operations, capital gains proceeds from the sale of assets,non-capital gains proceeds from the sale of assets, and dividends or other distributions paid to the Company on account of preferred and common equity investments in portfolio companies. The Company has not established limits on the amount of funds it may use from available sources to make distributions. During certain periods, the Company’s distributions may exceed its earnings. As a result, it is possible that a portion of the distributions the Company makes may represent a return of capital. A return of capital generally is a return of a stockholder’s investment rather than a return of earnings or gains derived from the Company’s investment activities. Each year a statement on Form1099-DIV identifying the sources of the distributions (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of capital, which is a nontaxable distribution) will be mailed to the Company’s stockholders. There can be no assurance that the Company will be able to pay distributions at a specific rate or at all.

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 5. Distributions (continued)

The following table reflects the sources of the cash distributions on a tax basis that the Company has paid on its common stock during the nine months ended September 30, ~~2017~~2019 and ~~2016:~~2018:


	Nine Months Ended September 30,										Nine Months Ended September 30,
	2017					2016					2019					2018
Source of Distribution	Distribution Amount		Percentage			Distribution Amount		Percentage			Distribution Amount		Percentage			Distribution Amount		Percentage
Offering proceeds	$	—		—		$	—		—		$	—		—		$	—		—
Borrowings		—		—			—		—			—		—			—		—
Net investment income⁽¹⁾		163,825		100	%		162,567		100	%		297		100	%		138		100	%
Short-term capital gains proceeds from the sale of assets		—		—			—		—			—		—			—		—
Long-term capital gains proceeds from the sale of assets		—		—			—		—			—		—			—		—
Non-capital gains proceeds from the sale of assets		—		—			—		—			—		—			—		—
Distributions on account of preferred and common equity		—		—			—		—			—		—			—		—

Total	$	163,825		100	%	$	162,567		100	%	$	297		100	%	$	138		100	%

(1)

During the nine months ended September 30, ~~2017~~2019 and ~~2016, 89.4%~~2018, 91.5% and ~~90.6%~~85.1%, respectively, of the Company’s gross investment income was attributable to cash income earned, ~~1.2%~~1.9% and ~~2.0%~~1.4%, respectively, was attributable tonon-cash accretion of discount and ~~9.4%~~6.6% and ~~7.4%~~13.5%, respectively, was attributable to PIK interest.

The Company’s net investment income on a tax basis for the nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 was ~~$146,571~~$308 and ~~$156,642,~~$159, respectively. As of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had ~~$133,656~~$202 and ~~$150,910~~$191 of undistributed net investment income, respectively, and ~~$180,020~~$464 and ~~$73,555,~~$421, respectively, of accumulated capital losses on a tax basis.

The difference between the Company’s GAAP-basis net investment income and itstax-basis net investment income is primarily due to the reclassification of unamortized original issue discount and prepayment fees recognized upon prepayment of loans from income for GAAP purposes to realized gains or deferred to future periods for tax purposes, the impact of consolidating certain subsidiaries for purposes of computing GAAP-basis net investment income but not for purposes of computingtax-basis net investment income and income recognized for tax purposes on certain transactions but not recognized for GAAP purposes.

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 5. Distributions (continued)~~

The following table sets forth a reconciliation between GAAP-basis net investment income andtax-basis net investment income during the nine months ended September 30, ~~2017~~2019 and ~~2016:~~2018:


	Nine Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2019			2018
GAAP-basis net investment income	$	149,698		$	155,781		$	311		$	153
Income subject to tax not recorded for GAAP		(305	)		—			(1	)		2
GAAP versustax-basis impact of consolidation of certain subsidiaries		9,041			—			3			9
Reclassification or deferral of unamortized original issue discount and prepayment fees		(11,996	)		(9,434	)
Reclassification or deferral of unamortized original issue discount, prepayment fees and other income								(14	)		(5	)
Other miscellaneous differences		133			10,295			9			0

Tax-basis net investment income	$	146,571		$	156,642		$	308		$	159

The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s fiscal year based upon the Company’s taxable income for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of the Company’s distributions for a full year. The actual tax characteristics of distributions to stockholders are reported to stockholders annually on Form1099-DIV.

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 5. Distributions (continued)

As of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the components of accumulated earnings on a tax basis were as follows:


	September 30, 2017 (Unaudited)			December 31, 2016			September 30, 2019 (Unaudited)			December 31, 2018
Distributable ordinary income	$	133,656		$	150,910		$	202		$	191
Distributable realized gains (accumulated capital losses)⁽¹⁾		(180,020	)		(73,555	)		(464	)		(421	)
Other temporary differences		3,614			3,580			(1	)		(1	)
Net unrealized appreciation (depreciation) on investments and secured borrowing and gain/loss on foreign currency⁽²⁾		91,208			(44,842	)		203			190

Total	$	48,458		$	36,093		$	(60	)	$	(41	)

________________

(1)

Net capital losses may be carried forward indefinitely, and their character is retained as short-term or long-term losses. As of September 30, ~~2017,~~2019, the Company had short-term and long-term capital loss carryforwards available to offset future realized capital gains of ~~$30,088~~$31 and ~~$149,932,~~$433, respectively. $85 of such losses were carried over from CCT due to the Merger, and $177 of such losses were carried over from losses generated by the Company prior to the Merger. Because of the loss limitation rules of the Code, some of the tax basis losses may be limited in their use. Any unused balances resulting from such limitations may be carried forward into future years indefinitely.

(2)

As of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the gross unrealized appreciation on the Company’s investments and ~~secured borrowing and~~ gain on foreign currency was ~~$281,629~~$1,077 and ~~$226,121,~~$978, respectively. As of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the gross unrealized depreciation on the Company’s investments and ~~secured borrowing and~~ loss on foreign currency was ~~$190,421~~$874 and ~~$270,134,~~$788, respectively.

The aggregate cost of the Company’s investments for U.S. federal income tax purposes totaled ~~$3,824,726~~$7,744 and ~~$3,780,294~~$7,902 as of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively. The aggregate net unrealized appreciation (depreciation) on investments on a tax basis was ~~$86,673~~$(526) and ~~$(53,478)~~$(515) as of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively. The aggregate net unrealized appreciation (depreciation) on investments on a tax basis excludes net unrealized appreciation (depreciation) from merger accounting, cross currency swaps, foreign currency forward contracts and foreign currency transactions.

As of September 30, ~~2017,~~2019, the Company had a deferred tax liability of ~~$17,434~~$7 resulting from unrealized appreciation on investments held by the Company’s wholly-owned taxable subsidiaries and a deferred tax asset of ~~$23,698~~$45 resulting from net operating losses of the Company’s wholly-owned taxable subsidiaries and unrealized depreciation on investments held by the Company’s wholly-owned taxable subsidiaries. As of September 30, ~~2017,~~2019, certain wholly-owned taxable subsidiaries anticipated that they would be unable to fully utilize their generated net operating losses and capital losses, therefore the deferred tax asset was offset by a valuation allowance of ~~$6,264.~~$38. For the nine months ended September 30, ~~2017,~~2019, the Company did not record a provision for taxes related to wholly-owned taxable subsidiaries.

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

Note 6. Investment Portfolio

The following table summarizes the composition of the Company’s investment portfolio at cost and fair value as of September 30, ~~2017~~2019 and December 31, ~~2016:~~2018:


	September 30, 2017 (Unaudited)						December 31, 2016						September 30, 2019 (Unaudited)							December 31, 2018
	Amortized Cost⁽¹⁾		Fair Value		Percentage of Portfolio		Amortized Cost⁽¹⁾		Fair Value		Percentage of Portfolio		Amortized Cost⁽¹⁾		Fair Value		Percentage of Portfolio			Amortized Cost⁽¹⁾		Fair Value		Percentage of Portfolio
Senior Secured Loans—First Lien	$	2,366,950	$	2,372,705		61%	$	1,992,159	$	1,935,441		52%	$	3,783	$	3,663		50.8	%	$	4,105	$	4,001		54.2	%
Senior Secured Loans—Second Lien		213,822		191,494		5%		619,892		599,155		16%		1,276		1,225		17.0	%		1,171		1,118		15.1	%
Senior Secured Bonds		189,292		198,702		5%		205,657		159,470		4%
Other Senior Secured Debt														329		274		3.8	%		386		336		4.6	%
Subordinated Debt		553,331		555,785		14%		498,080		454,045		12%		469		392		5.4	%		495		429		5.8	%
Collateralized Securities		48,471		57,509		1%		59,225		72,058		2%
Asset Based Finance														717		703		9.7	%		686		667		9.0	%
Strategic Credit Opportunities Partners, LLC														425		426		5.9	%		294		299		4.0	%
Equity/Other		400,973		535,204		14%		368,927		506,647		14%		587		535		7.4	%		619		537		7.3	%

Total	$	3,772,839	$	3,911,399		100%	$	3,743,940	$	3,726,816		100%	$	7,586	$	7,218		100.0	%	$	7,756	$	7,387		100.0	%

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)

(1)	Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.

In general, under the 1940 Act, the Company would be presumed to “control” a portfolio company if it owned more than 25% of its voting securities or it had the power to exercise control over the management or policies of such portfolio company, and would be an “affiliated person” of a portfolio company if it owned 5% or more of its voting securities.

As of September 30, ~~2017,~~2019, the Company held investments in ~~one~~seven portfolio ~~company~~companies of which it is deemed to “control.” As of September 30, ~~2017,~~2019, the Company held investments in ~~six~~fifteen portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” For additional information with respect to such portfolio companies, see footnotes ~~(s)~~(y) and ~~(t)~~(z) to the unaudited consolidated schedule of investments as of September 30, ~~2017~~2019 in this quarterly report on Form10-Q.

As of December 31, ~~2016,~~2018, the Company held investments in ~~one~~eight portfolio ~~company~~companies of which it is deemed to “control.” As of December 31, ~~2016,~~2018, the Company held investments in ~~three~~twelve portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” For additional information with respect to such portfolio companies, see footnotes ~~(t)~~(y) and ~~(u)~~(z) to the consolidated schedule of investments as of December 31, ~~2016~~2018 in this quarterly report on Form10-Q.

The Company’s investment portfolio may contain loans and other unfunded arrangements that are in the form of lines of credit, revolving credit facilities, delayed draw credit facilities or other investments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. As of September 30, ~~2017,~~2019, the Company had ~~twenty~~ unfunded debt investments with aggregate unfunded commitments of ~~$176,450, one~~$271.1, unfunded ~~commitment to purchase up to $295 in shares~~equity/other commitments of ~~preferred stock~~$270.2 and unfunded commitments of ~~Altus Power America Holdings, LLC and one unfunded commitment to purchase up to $16 in shares~~$450.8 of ~~common stock of Chisholm Oil and Gas,~~Strategic Credit Opportunities Partners, LLC. As of December 31, ~~2016,~~2018, the Company had ~~seventeen~~ unfunded debt investments with aggregate unfunded commitments of ~~$186,233~~$172.4, unfunded equity commitments of $386.7 and ~~one~~ unfunded ~~commitment to purchase up to $362 in shares~~commitments of ~~preferred stock~~$143.5 of ~~Altus Power America Holdings,~~Strategic Credit Opportunities Partners, LLC. The Company maintains sufficient cash on hand and available borrowings to fund such unfunded commitments should the need arise. For additional details regarding the Company’s unfunded debt investments, see the Company’s unaudited consolidated schedule of investments as of September 30, ~~2017~~2019 and the Company’s audited consolidated schedule of investments as of December 31, ~~2016.~~2018.

FS ~~Investment Corporation~~KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in ~~thousands,~~millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)

The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of September 30, ~~2017~~2019 and December 31, ~~2016:~~2018:


	September 30, 2017 (Unaudited)					December 31, 2016					September 30, 2019 (Unaudited)					December 31, 2018
Industry Classification	Fair Value		Percentage of Portfolio			Fair Value		Percentage of Portfolio			Fair Value		Percentage of Portfolio			Fair Value		Percentage of Portfolio
Automobiles & Components	$	14,460		0	%	$	27,525		1	%	$	146		2.0	%	$	141		1.9	%
Banks												15		0.2	%		15		0.2	%
Capital Goods		1,026,676		26	%		708,946		19	%		1,112		15.4	%		1,588		21.5	%
Commercial & Professional Services		553,163		14	%		514,682		14	%		367		5.1	%		450		6.1	%
Consumer Durables & Apparel		176,156		5	%		198,752		5	%		413		5.7	%		436		5.9	%
Consumer Services		292,506		8	%		343,211		9	%		234		3.2	%		222		3.0	%
Diversified Financials		210,229		6	%		184,355		5	%		621		8.6	%		660		8.9	%
Energy		262,235		7	%		432,047		12	%		242		3.4	%		279		3.8	%
Food & Staples Retailing												193		2.7	%		84		1.1	%
Food, Beverage & Tobacco		69,682		2	%		—		—			144		2.0	%		146		2.0	%
Health Care Equipment & Services		209,352		5	%		199,064		5	%		600		8.3	%		494		6.7	%
Household & Personal Products												85		1.2	%		66		0.9	%
Insurance												155		2.1	%		89		1.2	%
Materials		320,023		8	%		263,849		7	%		297		4.1	%		374		5.1	%
Media		131,319		3	%		113,455		3	%
Media & Entertainment												95		1.3	%		95		1.3	%
Pharmaceuticals, Biotechnology & Life Sciences												95		1.3	%		9		0.1	%
Real Estate												192		2.7	%		174		2.4	%
Retailing		150,624		4	%		110,262		3	%		526		7.3	%		454		6.1	%
Semiconductors & Semiconductor Equipment		6,288		0	%		5,328		0	%		20		0.3	%		20		0.3	%
Software & Services		199,314		5	%		265,501		7	%		894		12.4	%		946		12.8	%
Strategic Credit Opportunities Partners, LLC												426		5.9	%		299		4.0	%
Technology Hardware & Equipment		36,000		1	%		108,500		3	%		131		1.8	%		71		1.0	%
Telecommunication Services		161,667		4	%		161,544		4	%		76		1.1	%		104		1.4	%
Transportation		91,705		2	%		89,795		3	%		139		1.9	%		171		2.3	%

Total	$	3,911,399		100	%	$	3,726,816		100	%	$	7,218		100.0	%	$	7,387		100.0	%

Strategic Credit Opportunities Partners, LLC

Strategic Credit Opportunities Partners, LLC, or SCJV, is a joint venture between the Company and South Carolina Retirement Systems Group Trust, or SCRS. SCRS purchased its interests in SCJV from Conway Capital, LLC, an affiliate of Guggenheim Life and Annuity Company and Delaware Life Insurance Company, in June 2019, which had no impact on the significant terms governing SCJV other than an increase in the aggregate capital commitment (but not the percentage of the aggregate capital committed by each member) to the SCJV. SCJV’s amended and restated limited liability company agreement, or the SCJV Agreement, requires the Company and SCRS to provide capital to SCJV of up to $1,000 in the aggregate where the Company and SCRS would provide 87.5% and 12.5%, respectively, of the committed capital. Pursuant to the terms of the SCJV Agreement, the Company and SCRS each have 50% voting control of SCJV and are required to agree on all investment decisions as well as certain other significant actions for SCJV. SCJV invests its capital in a range of investments, including senior secured loans (both first lien and second lien) to middle market companies, broadly syndicated loans, equity, warrants and other investments. As administrative agent of SCJV, the Company performs certainday-to-day management responsibilities on behalf of SCJV and is entitled to a fee of 0.25% of SCJV’s assets under administration, calculated and payable quarterly in arrears. As of September 30, 2019, the Company and SCRS have funded approximately $484.8 to SCJV, of which $425.3 was from the Company.

Jersey City Funding LLC, or Jersey City Funding, a wholly-owned subsidiary of SCJV, has a revolving credit facility with Goldman Sachs Bank, or as amended, the Jersey City Funding Credit Facility, which provides for up to $400 of borrowings as of

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)

September 30, 2019. The Jersey City Funding Credit Facility provides loans in U.S. dollars, Australian dollars, Euros and pounds sterling. U.S. dollar loans bear interest at the rate of LIBOR plus 2.25%. Foreign currency loans bear interest at the floating rate plus the spread applicable to the specified currency. Jersey City Funding also pays a commitment fee of up to 0.50% on undrawn commitments. The Jersey City Funding Credit Facility matures on September 29, 2021. As of September 30, 2019, total outstanding borrowings under the Jersey City Funding Credit Facility were $307.2. Borrowings under the Jersey City Funding Credit Facility are secured by substantially all of the assets of Jersey City Funding.

On September 18, 2019, Chestnut Street Funding LLC, or Chestnut Street Funding, a wholly-owned subsidiary of SCJV, entered into a revolving credit facility, or the Chestnut Street Funding Credit Facility, with Citibank, N.A., or Citi bank, as administrative agent and lender, and Wells Fargo Bank, National Association, as collateral agent. The Chestnut Street Funding Credit Facility provides loans in U.S. dollars, Australian dollars, Canadian dollars, Euros and pounds sterling. U.S. dollar loans bear interest at the rate of three-month LIBOR plus 2.25%. Foreign currency loans bear interest at the applicable floating rate plus 2.25%. Chestnut Street Funding also pays a commitment fee of up to 0.50% on undrawn commitments. The Chestnut Street Funding Credit Facility matures on September 18, 2024. As of September 30, 2019, total outstanding borrowings under the Chestnut Street Funding Credit Facility were $274.2.

During the nine months ended September 30, 2019, the Company sold investments with a cost of $244.2 for proceeds of $274.3 to SCJV and recognized a net realized gain (loss) of $30.1 in connection with the transactions. As of September 30, 2019, $274.3 of these sales to SCJV are included in receivable for investments sold in the consolidated statements of assets and liabilities.

As of September 30, 2019 and December 31, 2018, SCJV had total investments with a fair value of $1,250.2 and $580.5, respectively. As of September 30, 2019 and December 31, 2018, SCJV had one investment onnon-accrual status.

Below is a summary of SCJV’s portfolio, followed by a listing of the individual loans in SCJV’s portfolio as of September 30, 2019 and December 31, 2018:


	As of
	September 30, 2019			December 31, 2018
Total debt investments⁽¹⁾	$	1,125.3		$	537.7
Weighted average current interest rate on debt investments⁽²⁾		8.1	%		8.8	%
Number of portfolio companies in SCJV		63			33
Largest investment in a single portfolio company⁽¹⁾	$	72.5		$	69.5
Unfunded commitments⁽¹⁾	$	39.7		$	22.5

(1)

At cost.

(2)	Computed as the (a) annual stated interest rate on accruing debt, divided by (b) total debt at par amount.

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)

Strategic Credit Opportunities Partners, LLC Portfolio

As of September 30, 2019 (in millions)


Company^(a)	Footnotes	Industry	Interest Rate^(b)	Base Rate Floor^(b)	Maturity Date	No. Shares/ Principal Amount^(c)		Cost		Fair Value
Senior Secured Loans—First Lien—175.0%
1a Smart Start LLC	(d)	Technology Hardware & Equipment	L+450	1.0%	2/21/22	$	26.9	$	26.8	$	26.8
1a Smart Start LLC	(d)(e)	Technology Hardware & Equipment	L+450	1.0%	2/21/22		1.7		1.7		1.6
Acosta Holdco Inc	(f)	Commercial & Professional Services	L+325	1.0%	9/26/21		3.9		3.8		1.3
Apex Group Limited	(d)(e)	Diversified Financials	L+650	1.3%	6/15/23		2.1		1.7		2.2
Apex Group Limited	(d)	Diversified Financials	L+650	1.3%	6/15/25		6.8		6.7		6.8
Apex Group Limited	(d)	Diversified Financials	L+700	1.0%	6/15/25		5.7		5.6		5.7
Apex Group Limited	(d)	Diversified Financials	L+700	1.3%	6/15/25		14.1		13.9		14.1
Arrotex Australia Group Pty Ltd	(d)	Pharmaceuticals, Biotechnology & Life Sciences	B+525	1.0%	7/10/24	A$	75.4		50.2		50.1
BearCom Acquisition Corp	(d)	Technology Hardware & Equipment	C+450	1.0%	7/5/24	C$	1.3		0.9		1.0
BearCom Acquisition Corp	(d)(e)	Technology Hardware & Equipment	C+450	1.0%	7/5/24		—		—		—
BearCom Acquisition Corp	(d)	Technology Hardware & Equipment	C+450	1.0%	7/5/24		14.8		10.7		11.1
BearCom Acquisition Corp	(d)(e)	Technology Hardware & Equipment	C+450	1.0%	7/5/24		7.2		5.3		5.4
BearCom Acquisition Corp	(d)	Technology Hardware & Equipment	L+450	1.0%	7/5/24	$	2.3		2.2		2.3
Belk Inc		Retailing	L+475	1.0%	12/12/22		4.1		3.8		3.0
Big Bus Tours Ltd	(d)	Consumer Services	E+700		3/18/24	€	9.8		10.9		10.7
Big Bus Tours Ltd	(d)	Consumer Services	L+700		3/18/24	$	13.9		13.9		13.9
Brand Energy & Infrastructure Services Inc		Capital Goods	L+425	1.0%	6/21/24		17.6		17.7		17.3
Bugaboo International BV	(d)	Consumer Durables & Apparel	E+700, 7.8% PIK (7.8% Max PIK)		3/20/25	€	32.2		37.4		34.6
Casual Dining Group Ltd	(d)	Consumer Services	L+725, 0.8% PIK (0.8% Max PIK)		12/10/22	£	22.2		23.9		27.4
Catapult Learning LLC	(d)(e)	Consumer Services	L+453	1.0%	4/24/23	$	4.4		4.4		4.4
Catapult Learning LLC	(d)	Consumer Services	L+453	1.0%	4/24/23		15.8		15.8		15.8
Catapult Learning LLC	(d)(e)	Consumer Services	L+453	1.0%	4/24/23		1.5		1.5		1.5

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)


Company^(a)	Footnotes	Industry	Interest Rate^(b)	Base Rate Floor^(b)	Maturity Date	No. Shares/ Principal Amount^(c)		Cost		Fair Value
Catapult Learning LLC	(d)	Consumer Services	L+1061	1.0%	4/24/23	$	5.2	$	5.2	$	5.2
Catapult Learning LLC	(d)(e)	Consumer Services	L+1061	1.0%	4/24/23		0.5		0.5		0.5
Child Development Schools Inc	(d)	Consumer Services	L+425		5/21/23		10.0		10.0		10.0
Child Development Schools Inc	(d)(e)	Consumer Services	L+425		5/21/23		2.5		2.5		2.5
CommerceHub Inc		Software & Services	L+350		5/21/25		2.1		2.1		2.1
Commercial Barge Line Co		Transportation	L+875	1.0%	11/12/20		4.1		4.0		2.3
DB Datacenter Holdings Inc		Software & Services	L+425	1.0%	10/3/24		25.5		25.2		25.4
Dentix	(d)	Health Care Equipment & Services	E+825		12/1/22	€	21.0		24.8		21.7
Eacom Timber Corp	(d)	Materials	L+650	1.0%	11/30/23	$	66.8		66.8		64.4
Harbor Freight Tools USA Inc		Retailing	L+250	0.8%	8/18/23		2.6		2.6		2.5
HealthChannels LLC		Health Care Equipment & Services	L+450		4/3/25		24.6		24.4		24.2
Highline Aftermarket Acquisition LLC	(d)(e)	Automobiles & Components	L+350	1.0%	4/26/25		2.8		2.2		2.6
Highline Aftermarket Acquisition LLC	(d)	Automobiles & Components	L+350	1.0%	4/26/25		19.0		14.7		17.5
Huws Gray Ltd	(d)	Materials	L+525	0.5%	4/11/25	£	20.7		27.4		25.4
Huws Gray Ltd	(d)(e)	Materials	L+525	0.5%	4/11/25		7.6		10.0		10.2
ID Verde	(d)	Commercial & Professional Services	E+700		3/29/24	€	3.1		3.6		3.4
ID Verde	(d)	Commercial & Professional Services	E+700		3/29/24	£	1.3		1.7		1.7
ID Verde	(d)	Commercial & Professional Services	E+700		3/29/25	€	15.9		18.5		17.5
ID Verde	(d)	Commercial & Professional Services	L+725		3/29/25	£	5.8		7.7		7.3
Imagine Communications Corp	(d)	Media & Entertainment	L+750	1.0%	4/29/20	$	31.1		31.1		31.1
Imagine! Print Solutions Inc		Media & Entertainment	L+475	1.0%	6/21/22		13.6		10.7		9.3
Kettle Cuisine LLC		Food, Beverage & Tobacco	L+375	1.0%	8/25/25		16.8		16.7		16.7
Knowlton Development Corp Inc		Household & Personal Products	L+425		12/22/25		15.9		16.0		16.0
Koosharem LLC		Commercial & Professional Services	L+450	1.0%	4/18/25		17.9		17.8		17.9

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)


Company^(a)	Footnotes	Industry	Interest Rate^(b)	Base Rate Floor^(b)	Maturity Date	No. Shares/ Principal Amount^(c)			Cost			Fair Value
Marshall Retail Group LLC	(d)	Retailing	L+600	1.0%	8/25/20	$	16.0		$	15.6		$	15.8
MedAssets Inc		Health Care Equipment & Services	L+450	1.0%	10/20/22		6.9			6.9			6.3
P2 Energy Solutions, Inc.		Software & Services	L+400	1.0%	10/30/20		2.9			2.9			2.9
Parts Authority Inc	(d)	Automobiles & Components	L+425		1/5/25		0.7			0.7			0.7
Parts Authority Inc	(d)(e)	Automobiles & Components	L+425		1/5/25		5.5			5.5			5.4
Parts Authority Inc	(d)	Automobiles & Components	L+425		1/5/25		17.3			17.2			17.2
Precision Global Corp	(d)	Materials	L+475	1.0%	8/3/24		9.2			8.7			8.7
Precision Global Corp	(d)(e)	Materials	L+475	1.0%	8/3/24		1.2			1.1			1.1
Project Marron	(d)	Consumer Services	L+625		7/3/25	A$	28.8			19.5			19.5
Project Marron	(d)	Consumer Services	L+625		7/2/25	C$	23.8			16.1			17.9
Quirch Foods Co		Food & Staples Retailing	L+600		12/19/25	$	14.9			14.9			14.9
Sentry Data Systems Inc	(d)	Health Care Equipment & Services	L+675	1.0%	5/7/21		0.2			0.2			0.2
Sentry Data Systems Inc	(d)(e)	Health Care Equipment & Services	L+675	1.0%	5/7/21		1.2			1.2			1.2
Sentry Data Systems Inc	(d)	Health Care Equipment & Services	L+675	1.0%	5/7/21		9.6			9.5			9.6
Smart & Final Stores LLC		Food & Staples Retailing	L+675		6/20/25		18.9			17.3			17.3
SMART Global Holdings Inc	(d)(e)	Semiconductors & Semiconductor Equipment	L+400		2/9/21		0.6			0.6			0.6
SMART Global Holdings Inc	(d)	Semiconductors & Semiconductor Equipment	L+625	1.0%	8/9/22		38.7			39.1			38.9
Staples Canada	(d)	Retailing	L+700	1.0%	9/12/24	C$	39.7			30.0			30.3
Technimark LLC		Materials	L+375		8/8/25	$	18.6			18.5			18.5
TeleGuam Holdings LLC	(d)	Telecommunication Services	L+500	1.0%	7/25/23		16.4			16.3			16.4
TIBCO Software Inc		Software & Services	L+400		6/30/26		18.8	��		18.4			18.8
Transplace		Transportation	L+375	1.0%	10/7/24		2.8			2.8			2.7
Utility One Source LP		Capital Goods	L+550	1.0%	4/18/23		17.1			17.1			17.4
Weld North Education LLC		Software & Services	L+425		2/15/25		14.8			14.8			14.7

Total Senior Secured Loans—First Lien										899.9			891.4
Unfunded Loan Commitments										(39.7	)		(39.7	)

Net Senior Secured Loans—First Lien										860.2			851.7

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)


Company^(a)	Footnotes		Industry	Interest Rate^(b)		Base Rate Floor^(b)		Maturity Date		No. Shares/ Principal Amount^(c)		Cost		Fair Value
Senior Secured Loans—Second Lien—19.8%
Ammeraal Beltech Holding BV		(d)	Capital Goods		L+800				7/27/26		40.7		39.9		39.5
Asurion LLC			Software & Services		L+650				8/4/25		7.0		7.2		7.1
Casual Dining Group Ltd		(d)	Consumer Services		11.5% PIK (11.5% Max PIK)				12/10/22	£	14.8		19.2		18.2
Pharmalogic		(d)	Pharmaceuticals, Biotechnology & Life Sciences		L+800				12/11/23	$	9.1		9.1		9.1
Resource Label Group LLC		(d)	Commercial & Professional Services		L+850		1.0%		11/26/23		15.0		12.8		13.2
Watchfire Enterprises Inc		(d)	Technology Hardware & Equipment		L+800		1.0%		10/2/21		9.3		6.0		9.1

Total Senior Secured Loans—Second Lien													94.2		96.2

Other Senior Secured Debt—1.8%
Artesyn Embedded Technologies Inc			Technology Hardware & Equipment		9.8%				10/15/20		8.9		8.5		8.9

Total Senior Secured Debt													8.5		8.9

Subordinated Debt—26.2%
Cemex Materials LLC			Materials		7.7%				7/21/25		58.5		65.4		63.4
GCI Inc			Telecommunication Services		6.9%				4/15/25		7.2		7.4		7.6
Home Partners of America Inc		(d)	Real Estate		L+625		1.0%		10/8/22		42.9		42.5		42.2
JC Penney Corp Inc			Retailing		8.1%				10/1/19		0.1		0.1		0.1
Kenan Advantage Group Inc			Transportation		7.9%				7/31/23		7.7		7.6		6.9
Solera LLC			Software & Services		10.5%				3/1/24		6.8		7.3		7.2

Total Subordinated Debt													130.3		127.4

Asset Based Finance—21.0%
Comet Aircraft S.a.r.l., Common Stock		(d)	Capital Goods		11.8%				2/28/22		29,557,191		33.8		34.1
GA Capital Specialty Lending Fund, Limited Partnership Interest		(d)	Diversified Financials								1		—		11.0

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)


Company^(a)	Footnotes	Industry	Interest Rate^(b)	Base Rate Floor^(b)	Maturity Date	No. Shares/ Principal Amount^(c)		Cost		Fair Value
KKR Zeno Aggregator LP (K2 Aviation)	(d)	Capital Goods				$	20,091,618	$	25.0	$	25.0
MP42013-2A Class Subord. B	(d)	Diversified Financials	11.7%		7/25/29	$	21.0		6.5		7.0
NewStar Clarendon2014-1A Class D	(d)	Diversified Financials	12.7%		1/25/27	$	17.9		8.6		8.2
Sealane Trade Finance	(d)	Banks	L+375	1.0%	5/8/23	$	5.0		5.0		5.0
Sealane Trade Finance	(d)	Banks	L+963	1.0%	5/8/23	$	12.0		12.0		11.8

Total Asset Based Finance									90.9		102.1

Equity/Other—13.2%
ASG Technologies, Common Stock	(d)	Software & Services					540,346		30.0		30.0
Casual Dining Group Ltd, Common Stock	(d)	Consumer Services					12,670,634		15.9		3.9
Home Partners of America Inc, Common Stock	(d)	Real Estate					18,419		30.0		30.0

Total Equity/Other									75.9		63.9

TOTAL INVESTMENTS—257.0%								$	1,260.0	$	1,250.2

(a)	Security may be an obligation of one or more entities affiliated with the named company.

(b)

Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of September 30, 2019, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 2.09%, the Euro Interbank Offered Rate, or EURIBOR, was (0.42)%, the Australian Bank Bill Swap Bid Rate, or BBSY or “B”, was 0.95% and the Canadian Dollar Offer Rate, or CDOR, was 1.97%. PIK meanspaid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment. Variable rate securities with no floor rate use the respective benchmark rate in all cases.

(c)	Denominated in U.S. dollars unless otherwise noted.

(d)	Investments classified as Level 3.

(e)	Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding.

(f)	Asset is onnon-accrual status.

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)

Strategic Credit Opportunities Partners, LLC Portfolio

As of December 31, 2018 (in millions)


Company^(a)	Footnotes	Industry	Interest Rate^(b)	Base Rate Floor	Maturity Date	No. Shares/ Principal Amount^(c)		Cost		Fair Value
Senior Secured Loans—First Lien—121.7%
Acosta Holdco Inc		Commercial & Professional Services	L+325	1.0%	9/26/2021	$	4.0	$	3.8	$	2.4
Apex Group Limited	(d)(e)	Diversified Financials	L+650	1.0%	6/15/2025		16.5		15.9		16.3
Apex Group Limited	(d)(e)(g)	Diversified Financials	L+650	1.0%	6/15/2025		12.4		12.4		12.1
Belk Inc		Retailing	L+475	1.0%	12/12/2022		4.1		3.7		3.3
Brand Energy & Infrastructure Services Inc		Capital Goods	L+425	1.0%	6/21/2024		17.8		17.8		16.9
Bugaboo International BV	(d)(e)(f)	Consumer Durables & Apparel	E+700, 7.75% PIK (7.75% Max PIK)		3/20/2025	€	26.1		30.7		29.5
Casual Dining Group Ltd	(d)(e)(f)	Consumer Services	L+725, 0.75% PIK (0.75% Max PIK)		12/10/2022	£	22.1		23.8		28.2
CommerceHub Inc		Software & Services	L+375		5/21/2025	$	2.2		2.2		2.1
Commercial Barge Line Co		Transportation	L+875	1.0%	11/12/2020		4.3		4.2		3.1
Dentix	(d)(e)	Health Care Equipment & Services	E+825		12/1/2022	€	21.0		24.8		23.5
Eacom Timber Corp	(d)(e)	Materials	L+650	1.0%	11/30/2023	$	69.5		69.6		69.3
Harbor Freight Tools USA Inc		Retailing	L+250	0.8%	8/18/2023		2.6		2.6		2.5
Huws Gray Ltd	(d)(e)	Materials	L+550	0.5%	4/11/2025	£	20.2		26.3		25.5
Huws Gray Ltd	(d)(e)(g)	Materials	L+550	0.5%	4/11/2025		8.1		11.0		10.2
ID Verde	(d)(e)	Commercial & Professional Services	E+700		3/29/2024	€	2.3		2.5		2.7
ID Verde	(d)(e)(g)	Commercial & Professional Services	E+700		3/29/2024		1.6		2.0		1.8
ID Verde	(d)(e)	Commercial & Professional Services	E+700		3/29/2025		15.9		18.5		18.2
ID Verde	(d)(e)	Commercial & Professional Services	E+725		3/29/2025	£	6.4		8.4		8.2
Koosharem LLC		Commercial & Professional Services	L+450	1.0%	4/18/2025	$	18.6	$	18.4	$	18.3
Marshall Retail Group LLC	(d)	Retailing	L+600	1.0%	8/25/2020		16.1		15.5		15.9
MedAssets Inc		Health Care Equipment & Services	L+450	1.0%	10/20/2022		6.9		7.0		6.6
P2 Energy Solutions, Inc.		Energy	L+400	1.0%	10/30/2020		2.9		2.9		2.8
Savers Inc		Retailing	L+375	1.3%	7/9/2019		9.7		9.4		9.3
SMART Global Holdings Inc	(d)	Semiconductors & Semiconductor Equipment	L+400		8/9/2022		0.1		—		0.1
SMART Global Holdings Inc	(d)(g)	Semiconductors & Semiconductor Equipment	L+400		8/9/2022		0.5		0.5		0.5

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)


Company^(a)	Footnotes	Industry	Interest Rate^(b)	Base Rate Floor	Maturity Date	No. Shares/ Principal Amount^(c)		Cost			Fair Value
SMART Global Holdings Inc	(d)	Semiconductors & Semiconductor Equipment	L+625	1.0%	8/9/2022	$	38.7	$	39.1		$	39.1
Standard Aero Ltd		Capital Goods	L+375	1.0%	7/7/2022		1.0		1.0			1.0
Staples Canada	(d)(e)	Retailing	L+700	1.0%	9/12/2024	C$	45.1		34.1			33.3
TIBCO Software Inc		Software & Services	L+350	1.0%	12/4/2020	$	18.9		18.6			18.7
Transplace		Transportation	L+375	1.0%	10/9/2024		3.3		3.3			3.3
Utility One Source LP		Capital Goods	L+550	1.0%	4/18/2023		17.3		17.3			17.3

Total Senior Secured Loans—First Lien									447.3			442.0
Unfunded Loan Commitments									(25.9	)		(25.9	)

Net Senior Secured Loans—First Lien									421.4			416.1

Senior Secured Loans—Second Lien—5.1%
Casual Dining Group Ltd	(d)(e)(f)	Consumer Services	11.50% PIK (11.50% Max PIK)		12/10/2022	£	13.6		17.7			17.4

Total Senior Secured Loans—Second Lien									17.7			17.4

Other Senior Secured Debt—2.4%
Artesyn Embedded Technologies Inc		Technology Hardware & Equipment	9.8%		10/15/2020	$	8.9		8.2			8.3

Total Senior Secured Debt									8.2			8.3

Subordinated Debt—24.2%
Cemex Materials LLC		Materials	7.7%		7/21/2025		58.5		66.2			59.6
GCI Inc		Telecommunication Services	6.9%		4/15/2025		7.2		7.4			7.0
Hillman Group Inc		Consumer Durables & Apparel	6.4%		7/15/2022		1.9		1.8			1.6
JC Penney Corp Inc		Retailing	8.1%		10/1/2019		0.1		0.1			—
Kenan Advantage Group Inc		Transportation	7.9%		7/31/2023		7.7		7.6			7.4
Solera LLC		Software & Services	10.5%		3/1/2024		6.8		7.3			7.3

Total Subordinated Debt									90.4			82.9

Asset Based Finance—13.1%
Sealane Trade Finance	(d)(e)	Banks	L+375	1.0%	5/8/2023		5.0		5.0			5.0
Sealane Trade Finance	(d)(e)	Banks	L+963	1.0%	5/8/2023		12.0		12.0			12.0
GA Capital Specialty Lending Fund, Limited Partnership Interest	(d)	Diversified Financials					16.1		16.1			27.7

Total Asset Based Finance									33.1			44.7

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)


Company^(a)	Footnotes	Industry	Interest Rate^(b)	Base Rate Floor	Maturity Date	No. Shares/ Principal Amount^(c)		Cost		Fair Value
Equity/Other—3.2%
Casual Dining Group Ltd	(d)(e)	Consumer Services					12,670,634	$	15.9	$	11.1

Total Equity/Other									15.9		11.1

TOTAL INVESTMENTS—169.7%								$	586.7	$	580.5

Derivative Instruments—0.0%

Foreign currency forward contracts										$	0.1

(a)	Security may be an obligation of one or more entities affiliated with the named company.

(b)

Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of December 31, 2018, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 2.81% and the Euro Interbank Offered Rate, or EURIBOR, was (0.31)%. PIK meanspaid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.

(c)	Denominated in U.S. dollars unless otherwise noted.

(d)	Investments classified as Level 3.

(e)	A portfolio company domiciled in a foreign country. The jurisdiction of the security issuer may be a different country than the domicile of the portfolio company.

(f)

The underlying credit agreement or indenture contains a PIK provision, whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities. The interest rate in the schedule represents the current interest rate in effect for these investments.

(g)	Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding.

Below is selected balance sheet information for SCJV as of September 30, 2019 and December 31, 2018:


	As of
	September 30, 2019		December 31, 2018
Selected Balance Sheet Information
Total investments, at fair value	$	1,250.2	$	580.5
Cash and other assets		143.3		75.5

Total assets		1,393.5		656.0

Debt		574.4		269.0
Other liabilities		332.6		45.0

Total liabilities		907.0		314.0

Member’s equity	$	486.5	$	342.0

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)

Below is selected statement of operations information for SCJV for the three and nine months ended September 30, 2019:


	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Selected Statement of Operations Information
Total investment income	$	16.5	$	42.1
Expenses
Interest expense		3.9		10.7
Custodian and accounting fees		0.3		0.4
Administrative services		0.1		0.2
Professional services		0.0		0.3
Other		0.0		0.0

Total expenses		4.3		11.6

Net investment income		12.2		30.5
Net realized and unrealized losses		0.9		1.9

Net increase in net assets resulting from operations	$	13.1	$	32.4

Note 7. Financial Instruments

The following is a summary of the fair value and location of the Company’s derivative instruments in the consolidated balance sheets held as of September 30, 2019 and December 31, 2018:


		Fair Value
Derivative Instrument	Statement Location	September 30, 2019			December 31, 2018
Cross currency swaps	Unrealized depreciation on swap contracts	$	(1	)	$	(16	)
Foreign currency forward contracts	Unrealized appreciation on foreign currency forward contracts		9			3
Foreign currency forward contracts	Unrealized depreciation on foreign currency forward contracts		0			—

Total		$	8		$	(13	)

Net realized and unrealized gains and losses on derivative instruments recorded by the Company for the nine months ended September 30, 2019 are in the following locations in the consolidated statements of operations:


Derivative Instrument	Statement Location	Net Realized Gains (Losses)
Cross currency swaps	Net realized gain (loss) on swap contracts	$	(10	)
Foreign currency forward contracts	Net realized gain (loss) on foreign currency forward contracts		6

Total		$	(4	)


Derivative Instrument	Statement Location	Net Unrealized Gains (Losses)
Cross currency swaps	Net change in unrealized appreciation (depreciation) on swap contracts	$	15
Foreign currency forward contracts	Net change in unrealized appreciation (depreciation) on foreign currency forward contracts		6

Total		$	21

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 7. Financial Instruments (continued)

Offsetting of Derivative Instruments

The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by one of the parties. The Company’s unrealized appreciation and depreciation on derivative instruments are reported as gross assets and liabilities, respectively, in the condensed consolidated statements of assets and liabilities. The following tables present the Company’s assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of September 30, 2019 and December 31, 2018:


	As of September 30, 2019
Counterparty	Derivative Assets Subject to Master Netting Agreement			Derivatives Available for Offset			Non-cash Collateral Received⁽¹⁾		Cash Collateral Received⁽¹⁾		Net Amount of Derivative Assets⁽²⁾
JP Morgan Chase Bank	$	9		$	(1	)	$	—	$	—	$	8

Total	$	9		$	(1	)	$	—	$	—	$	8


Counterparty	Derivative Liabilities Subject to Master Netting Agreement			Derivatives Available for Offset			Non-cash Collateral Pledged⁽¹⁾		Cash Collateral Pledged⁽¹⁾		Net Amount of Derivative Liabilities⁽³⁾

JP Morgan Chase Bank	$	(1	)	$	1		$	—	$	—	$	—

Total	$	(1	)	$	1		$	—	$	—	$	—


	As of December 31, 2018
Counterparty	Derivative Assets Subject to Master Netting Agreement			Derivatives Available for Offset			Non-cash Collateral Received⁽¹⁾		Cash Collateral Received⁽¹⁾		Net Amount of Derivative Assets⁽²⁾
JP Morgan Chase Bank	$	3		$	(3	)	$	—	$	—	$	—

Total	$	3		$	(3	)	$	—	$	—	$	—


Counterparty	Derivative Liabilities Subject to Master Netting Agreement			Derivatives Available for Offset			Non-cash Collateral Pledged⁽¹⁾		Cash Collateral Pledged⁽¹⁾		Net Amount of Derivative Liabilities⁽³⁾

JP Morgan Chase Bank	$	(16	)	$	3		$	—	$	—	$	(13	)

Total	$	(16	)	$	3		$	—	$	—	$	(13	)

(1)	In some instances, the actual amount of the collateral received and/or pledged may be more than the amount shown due to overcollateralization.

(2)	Net amount of derivative assets represents the net amount due from the counterparty to the Company.

(3)	Net amount of derivative liabilities represents the net amount due from the Company to the counterparty.

Foreign Currency Forward Contracts and Cross Currency Swaps:

The Company may enter into foreign currency forward contracts and cross currency swaps from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts aremarked-to-market by recognizing the difference between the contract forward

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 7. Financial Instruments (continued)

exchange rate and the forward market exchange rate on the last day of the period presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit counterparty risk by only dealing with well-known counterparties.

Cross currency swaps are interest rate swaps in which interest cash flows are exchanged between two parties based on the notional amounts of two different currencies. These swaps aremarked-to-market by recognizing the difference between the present value of cash flows of each leg of the swaps as unrealized appreciation or depreciation. Realized gain or loss is recognized when periodic payments are received or paid and the swaps are terminated. The entire notional value of a cross currency swap is subject to the risk that the counterparty to the swap will default on its contractual delivery obligations. The Company attempts to limit counterparty risk by only dealing with well-known counterparties. The Company utilizes cross currency swaps from time to time in order to hedge a portion of its investments in foreign currency.

The average notional balance for cross currency swaps during nine months ended September 30, 2019 was $131.0. The foreign currency forward contracts and cross currency swap open at the end of the period are generally indicative of the volume of activity during the period.

As of September 30, 2019 and December 31, 2018, the Company’s open foreign currency forward contracts were as follows:


As of September 30, 2019
Foreign Currency	Settlement Date		Counterparty		Amount and Transaction		US$ Value at Settlement Date			US$ Value at September 30, 2019			Unrealized Appreciation (Depreciation)
AUD		10/10/2019		JP Morgan Chase Bank	A$	0.5 Bought	$	(0.3	)	$	(0.3	)	$	—
AUD		10/10/2019		JP Morgan Chase Bank	A$	0.5 Sold		0.3			0.3			—
CAD		10/10/2019		JP Morgan Chase Bank	C$	4.4 Bought		(3.3	)		(3.3	)		—
CAD		10/10/2019		JP Morgan Chase Bank	C$	4.4 Sold		3.3			3.3			—
EUR		10/2/2019		JP Morgan Chase Bank	€	11.6 Bought		(12.8	)		(12.7	)		(0.1	)
EUR		10/2/2019		JP Morgan Chase Bank	€	92.5 Sold		106.1			100.9			5.2
EUR		10/10/2019		JP Morgan Chase Bank	€	37.0 Bought		(40.4	)		(40.4	)		—
EUR		10/10/2019		JP Morgan Chase Bank	€	37.0 Sold		42.1			40.4			1.7
EUR		7/17/2023		JP Morgan Chase Bank	€	1.3 Sold		1.7			1.5			0.2
GBP		10/13/2021		JP Morgan Chase Bank	£	3.4 Sold		4.6			4.3			0.3
GBP		1/11/2023		JP Morgan Chase Bank	£	7.0 Sold		9.4			8.8			0.6
GBP		1/11/2023		JP Morgan Chase Bank	£	1.9 Sold		2.9			2.5			0.4
GBP		1/11/2023		JP Morgan Chase Bank	£	1.7 Sold		2.6			2.2			0.4
GBP		1/11/2023		JP Morgan Chase Bank	£	3.4 Sold		4.8			4.3			0.5
GBP		1/11/2023		JP Morgan Chase Bank	£	1.4 Sold		1.9			1.8			0.1

Total							$	122.9		$	113.6		$	9.3


As of December 31, 2018
Foreign Currency	Settlement Date		Counterparty		Amount and Transaction		US$ Value at Settlement Date			US$ Value at December 31, 2018			Unrealized Appreciation (Depreciation)
AUD		1/14/2019		JP Morgan Chase Bank	A$	0.6 Sold	$	0.4		$	0.4		$	—
CAD		10/10/2019		JP Morgan Chase Bank	C$	4.4 Sold		3.3			3.2			0.1
EUR		1/14/2019		JP Morgan Chase Bank	€	84.0 Sold		98.0			96.3			1.7
EUR		7/8/2019		JP Morgan Chase Bank	€	5.6 Sold		6.4			6.6			(0.2	)
EUR		7/8/2019		JP Morgan Chase Bank	€	22.3 Sold		26.3			26.0			0.3
EUR		7/17/2023		JP Morgan Chase Bank	€	1.3 Sold		1.7			1.6			0.1
GBP		4/9/2019		JP Morgan Chase Bank	£	3.4 Sold		4.4			4.4			—
GBP		1/11/2023		JP Morgan Chase Bank	£	7.0 Sold		9.4			9.3			0.1
GBP		1/11/2023		JP Morgan Chase Bank	£	1.9 Sold		2.9			2.6			0.3
GBP		1/11/2023		JP Morgan Chase Bank	£	1.7 Sold		2.6			2.3			0.3
GBP		1/11/2023		JP Morgan Chase Bank	£	3.4 Sold		4.8			4.6			0.2

Total							$	160.2		$	157.3		$	2.9

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 7. Financial Instruments (continued)

As of September 30, 2019 and December 31, 2018, the Company’s open cross currency swap was as follows:

As of September 30, 2019

Counterparty

Company Receives Fixed Rate

Company Pays Fixed Rate

Termination
Date

Unrealized
Appreciation
(Depreciation)

JP Morgan Chase Bank

2.20% on USD notional amount of $22.2

0.00% on EUR notional amount of €21.0

12/31/2019

)

As of December 31, 2018

Counterparty

Company Receives Fixed Rate

Company Pays Fixed Rate

Termination
Date

Unrealized
Appreciation
(Depreciation)

JP Morgan Chase Bank

2.20% on USD notional amount of $188.1

0.00% on EUR notional amount of €177.5

12/31/2019

(16

)

(16

)

As of September 30, 2019 and December 31, 2018, the combined contractual notional balance of the Company’s foreign currency forward contracts and cross currency swaps totaled $145.1 and $348.3, respectively, all of which related to economic hedging of the Company’s foreign currency denominated debt investments. The tables below displays the Company’s foreign currency denominated debt investments and foreign currency forward contract, summarized by foreign currency type as of September 30, 2019 and December 31, 2018:


	Debt investments Denominated in Foreign Currencies As of September 30, 2019						Economic Hedging As of September 30, 2019
	Par Value in Local Currency		Par Value in US$		Fair Value		Net Foreign Currency Hedge Amount in Local Currency		Net Foreign Currency Hedge Amount in U.S. Dollars
Australian Dollars	A$	1.5	$	1.0	$	1.0		—	$	—
British Pound Sterling	£	79.7		98.1		97.6	£	19.4		26.2
Canadian Dollars	C$	70.7		53.4		53.8		—		—
Euros	€	366.6		399.8		255.2	€	103.3		118.9

Total			$	552.3	$	407.6			$	145.1


	Debt investments Denominated in Foreign Currencies As of December 31, 2018							Economic Hedging As of December 31, 2018
	Par Value in Local Currency			Par Value in US$		Fair Value		Net Foreign Currency Hedge Amount in Local Currency		Net Foreign Currency Hedge Amount in U.S. Dollars
Euros	€		302.9	$	347.0	$	214.2	€	290.7	$	320.5
Canadian Dollars	C$		11.5		8.4		8.5	C$	4.4		3.3
British Pound Sterling		—			—		—	£	17.4		24.1
Australian Dollars		—			—		—	A$	0.6		0.4

Total				$	355.4	$	222.7			$	348.3

Note 8. Fair Value of Financial Instruments

Under existing accounting guidance, fair value is defined as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 8. Fair Value of Financial Instruments (continued)

market for the investment. This accounting guidance emphasizes valuation techniques that maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. The Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:

Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets.

Level 3: Inputs that are unobservable for an asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 7. Fair Value of Financial Instruments (continued)~~

As of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company’s investments ~~and secured borrowing~~ were categorized as follows in the fair value hierarchy:


	September 30, 2017 (Unaudited)					December 31, 2016					September 30, 2019
Valuation Inputs	Investments		Secured Borrowing			Investments		Secured Borrowing			(Unaudited)		December 31, 2018
Level 1—Price quotations in active markets	$	9,545	$	—		$	6,326	$	—		$	1	$	—
Level 2—Significant other observable inputs		—		—			—		—			739		846
Level 3—Significant unobservable inputs		3,901,854		(2,891	)		3,720,490		(2,880	)		6,478		6,541

	$	3,911,399	$	(2,891	)	$	3,726,816	$	(2,880	)	$	7,218	$	7,387

~~The Company has elected~~As of September 30, 2019 and December 31, 2018, the ~~fair value option under ASC Topic 825,~~~~Financial Instruments~~, relating to accounting for debt obligations at their fair value for its secured borrowings which arose due to partial loan sales which did not meet the criteria for sale treatment under ASC Topic 860. The Company reports changesCompany’s cross currency swaps were categorized as follows in the fair value ~~of its secured borrowing~~hierarchy:


	September 30, 2019
Valuation Inputs	(Unaudited)					December 31, 2018
	Asset		Liability			Asset		Liability
Level 1—Price quotations in active markets	$	—	$	—		$	—	$	—
Level 2—Significant other observable inputs		—		(1	)		��		(16	)
Level 3—Significant unobservable inputs		—		—			—		—

	$	—	$	(1	)	$	—	$	(16	)

In addition, the Company had foreign currency forward contracts, as ~~a component of the net change~~described in ~~unrealized appreciation (depreciation) on secured borrowing~~Note 7, which were categorized as Level 2 in ~~the consolidated statements of operations. The net gain or loss reflects the difference between~~ the fair value ~~and the principal amount due on maturity.~~

~~The secured borrowing~~hierarchy as of September 30, 2017 was valued using Level 3 inputs under the fair value hierarchy. The Company’s approach to determining fair value of the Level 3 secured borrowing is consistent with its approach to determining fair value of the Level 3 investments that are associated with the secured borrowing. See Note 22019 and ~~Note 8 for additional information regarding the Company’s secured borrowing.~~December 31, 2018.

The Company’s investments consist primarily of debt investments that ~~are~~were acquired directly from the issuer. Debt investments, for which broker quotes are not available, are valued by independent valuation firms, which determine the fair value of such investments by considering, among other factors, the borrower’s ability to adequately service its debt, prevailing interest rates for like investments, expected cash flows, call features, anticipated repayments and other relevant terms of the ~~debt.~~investments. Except as described below, all of the Company’s equity/other investments are also valued by independent valuation firms, which determine the fair value of such investments by considering, among other factors, contractual rights ascribed to such investments, as well as various income scenarios and multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. An investment that is newly issued and

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 8. Fair Value of Financial Instruments (continued)

purchased near the date of the financial statements is valued at cost if the Company’s board of directors determines that the cost of such investment is the best indication of its fair value. Such investments described above are typically classified as Level 3 within the fair value hierarchy. Investments that are traded on an active public market are valued at their closing price as of the date of the financial ~~statements.~~statements and are classified as Level 1 within the fair value hierarchy. Except as described above, the Company typically values its other investments by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which are provided by independent third-party pricing services and screened for validity by such ~~services.~~services and are typically classified as Level 2 within the fair value hierarchy.

The Company periodically benchmarks the bid and ask prices it receives from the third-party pricing services and/or dealers and independent valuation firms as applicable, against the actual prices at which the Company purchases and sells its investments. Based on the results of the benchmark analysis and the experience of the Company’s management in purchasing and selling these investments, the Company believes that these prices are reliable indicators of fair value. However, because of the private nature of this marketplace (meaning actual transactions are not publicly reported), the Company believes that these valuation inputs are classified as Level 3 within the fair value hierarchy. The Company may also use other methods, including the use of an independent valuation firm, to determine fair value for securities for which it cannot obtain prevailing bid and ask prices through third-party pricing services or independent dealers, or where the Company’s board of directors otherwise determines that the use of such other methods is appropriate. The Company periodically benchmarks the valuations provided by the independent valuation firms against the actual prices at which the Company purchases and sells its investments. The valuation committee of the Company’s board of directors, or the valuation committee, and the board of directors reviewed and approved the valuation determinations made with respect to these investments in a manner consistent with the Company’s valuation policy.

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 7. Fair Value of Financial Instruments (continued)~~

The following is a reconciliation for the nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 of investments for which significant unobservable inputs (Level 3) were used in determining fair value:

For the Nine Months Ended September 30, 2017
Senior Secured
Loans—First
Lien Senior Secured
Loans—Second
Lien Senior
Secured
Bonds Subordinated
Debt Collateralized
Securities Equity/Other Total
Fair value at beginning of period
$ 1,935,441 $ 599,155 $ 159,470 $ 454,045 $ 72,058 $ 500,321 $ 3,720,490
Accretion of discount (amortization of premium)
1,280 8,697 475 1,350 6 2 11,810
Net realized gain (loss)
(52,473) (20,437) (47,057) (14,397) (379) 1,359 (133,384)
Net change in unrealized appreciation (depreciation)
62,473 (1,591) 55,597 46,489 (3,795) (1,966) 157,207
Purchases
754,203 62,269 60,819 117,572 279 21,871 1,017,013
Paid-in-kind interest
1,419 2,309 11 20,272 — 5,067 29,078
Sales and repayments
(329,638) (458,908) (30,613) (69,546) (10,660) (995) (900,360)
Net transfers in or out of Level 3
— — — — — — —

Fair value at end of period
$ 2,372,705 $ 191,494 $ 198,702 $ 555,785 $ 57,509 $ 525,659 $ 3,901,854

The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date
$ 12,699 $ (14,811) $ 6,028 $ 28,921 $ (526) $ (124) $ 32,187

For the Nine Months Ended September 30, 2016
Senior Secured
Loans—First
Lien Senior Secured
Loans—Second
Lien Senior
Secured
Bonds Subordinated
Debt Collateralized
Securities Equity/Other Total
Fair value at beginning of period
$ 2,173,829 $ 624,814 $ 240,754 $ 438,414 $ 85,007 $ 465,769 $ 4,028,587
Accretion of discount (amortization of premium)
2,195 1,388 2,407 1,263 34 84 7,371
Net realized gain (loss)
13,593 219 (41,205) (1,676) 194 9,785 (19,090)
Net change in unrealized appreciation (depreciation)
45,774 14,206 1,363 14,365 16,536 14,144 106,388
Purchases
482,831 25,816 8,060 44,550 4,551 96,948 662,756
Paid-in-kind interest
1,539 5,730 — 14,075 — 1,932 23,276
Sales and repayments
(660,862) (52,105) (42,909) (66,677) (27,643) (22,735) (872,931)
Net transfers in or out of Level 3⁽¹⁾
— — — — — (1,412) (1,412)

Fair value at end of period
$ 2,058,899 $ 620,068 $ 168,470 $ 444,314 $ 78,679 $ 564,515 $ 3,934,945

The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date
$ 40,875 $ 14,252 $ (27,987) $ 16,071 $ 15,799 $ 27,576 $ 86,586

~~(1)~~

There was one transfer of an investment from Level 3 to Level 1 during the nine months ended September 30, 2016. It is the Company’s policy to recognize transfers between levels at the beginning of the reporting period.


	For the Nine Months Ended September 30, 2019
	Senior Secured Loans—First Lien			Senior Secured Loans—Second Lien			Other Senior Secured Debt			Subordinated Debt			Asset Based Finance			Strategic Credit Opportunities Partners, LLC			Equity/ Other			Total
Fair value at beginning of period	$	3,689		$	884		$	165		$	300		$	667		$	299		$	537		$	6,541
Accretion of discount (amortization of premium)		5			2			1			—			4			—			1			13
Net realized gain (loss)		(43	)		—			—			—			9			—			12			(22	)
Net change in unrealized appreciation (depreciation)		(2	)		(24	)		(16	)		(19	)		6			(4	)		31			(28	)
Purchases		770			250			46			58			234			131			8			1,497
Paid-in-kind interest		2			2			5			9			11			—			10			39
Sales and repayments		(1,112	)		(70	)		(44	)		(43	)		(228	)		—			(65	)		(1,562	)
Net transfers in or out of Level 3		—			—			—			—			—			—			—			—

Fair value at end of period	$	3,309		$	1,044		$	157		$	305		$	703		$	426		$	534		$	6,478

The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date	$	(48	)	$	(24	)	$	(7	)	$	(20	)	$	11		$	(4	)	$	25		$	(67	)
	$	(48	)	$	(24	)	$	(7	)	$	(20	)	$	11		$	(4	)	$	25		$	(67	)

FS ~~Investment Corporation~~KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in ~~thousands,~~millions, except share and per share amounts)

Note 7.8. Fair Value of Financial Instruments (continued)

The following is a reconciliation for the nine months ended September 30, 2017 and 2016 of a secured borrowing for which significant unobservable inputs (Level 3) were used in determining market value:

For the Nine Months Ended September 30,
2017 2016
Fair value at beginning of period
$ (2,880) $ —
Amortization of premium (accretion of discount)
(4) (1)
Net realized gain (loss)
— —
Net change in unrealized appreciation (depreciation)
(7) (33)
Repayments on secured borrowing
— —
Paid-in-kind interest
— —
Proceeds from secured borrowing
— (2,829)
Net transfers in or out of Level 3
— —

Fair value at end of period
$ (2,891) $ (2,863)

The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date
$ (7) $ (33)

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 7. Fair Value of Financial Instruments (continued)~~



	For the Nine Months Ended September 30, 2018
	Senior Secured Loans—First Lien			Senior Secured Loans—Second Lien			Other Senior Secured Debt			Subordinated Debt			Asset Based Finance			Strategic Credit Opportunities Partners, LLC		Equity/ Other			Total
Fair value at beginning of period	$	2,521		$	198		$	162		$	490		$	54		$	—	$	492		$	3,917
Accretion of discount (amortization of premium)		2			—			1			—			—			—		—			3
Net realized gain (loss)		1			—			(1	)		—			—			—		51			51
Net change in unrealized appreciation (depreciation)		(58	)		(4	)		(13	)		(69	)		(3	)		—		(90	)		(237	)
Purchases		361			37			4			5			2			—		33			442
Paid-in-kind interest		4			1			3			23			—			—		8			39
Sales and repayments		(383	)		(37	)		(8	)		(25	)		(2	)		—		(125	)		(580	)
Net transfers in or out of Level 3		(113	)		(113	)		(20	)		(133	)					—		—			(379	)

Fair value at end of period	$	2,335		$	82		$	128		$	291		$	51		$	—	$	369		$	3,256

The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date	$	(53	)	$	(4	)	$	(13	)	$	(69	)	$	(3	)	$	—	$	(41	)	$	(183	)
	$	(53	)	$	(4	)	$	(13	)	$	(69	)	$	(3	)	$	—	$	(41	)	$	(183	)

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements as of September 30, ~~2017~~2019 and December 31, ~~2016~~2018 were as follows:

Type of Investment
Fair Value at
September 30, 2017
(Unaudited) Valuation
Technique⁽¹⁾ Unobservable Input Range Weighted
Average
Senior Secured Loans—First Lien
$ 2,213,659 Market Comparables Market Yield (%) 5.8% - 13.8% 9.6%
EBITDA Multiples (x) 7.5x - 8.0x 7.8x
45,760 Other⁽²⁾ Other⁽²⁾ N/A N/A
113,286 Market Quotes Indicative Dealer Quotes 4.0% - 101.5% 100.0%
Senior Secured Loans—Second Lien
78,790 Market Comparables Market Yield (%) 7.8% - 16.9% 10.4%
EBITDA Multiples (x) 5.8x - 6.8x 6.3x
112,704 Market Quotes Indicative Dealer Quotes 51.3% - 101.5% 92.8%
Senior Secured Bonds
145,619 Market Comparables Market Yield (%) 8.3% - 10.0% 8.6%
EBITDA Multiples (x) 4.8x - 9.5x 8.8x
Production Multiples (Mboe/d) $42,250.0 - $44,750.0 $43,500.0
Proved Reserves Multiples (Mmboe) $10.0 - $11.0 $10.5
PV-10 Multiples (x) 0.7x - 0.8x 0.8x
7,330 Other⁽²⁾ Other⁽²⁾ N/A N/A
45,753 Market Quotes Indicative Dealer Quotes 100.0% - 106.7% 103.7%
Subordinated Debt
345,010 Market Comparables Market Yield (%) 7.8% - 18.8% 15.2%
EBITDA Multiples (x) 8.8x - 11.3x 9.5x
77,250 Other⁽²⁾ Other⁽²⁾ N/A N/A
133,525 Market Quotes Indicative Dealer Quotes 36.3% - 108.0% 99.5%
Collateralized Securities
57,509 Market Quotes Indicative Dealer Quotes 7.7% - 99.6% 68.8%
Equity/Other
488,936 Market Comparables Market Yield (%) 13.8% - 14.3% 14.0%
Capacity Multiple ($/kW) $2,500.0 - $2,750.0 $2,625.0
EBITDA Multiples (x) 1.9x - 16.0x 8.7x
Production Multiples (Mboe/d) $42,250.0 - $46,250.0 $44,955.9
Production Multiples (MMcfe/d) $5,750.0 - $6,750.0 $6,250.0
Proved Reserves Multiples (Bcfe) $1.7 - $1.9 $ 1.8
Proved Reserves Multiples (Mmboe) $10.0 - $11.3 $ 11.0
PV-10 Multiples (x) 0.7x - 3.3x 2.9x
Discounted Cash Flow Discount Rate (%) 19.8% - 21.8% 20.8%
Option Valuation Model Volatility (%) 30.0% - 37.0% 36.3%
36,723 Other⁽²⁾ Other⁽²⁾ N/A N/A

Total
$ 3,901,854

Secured Borrowing
$ (2,891) Market Comparables Market Yield (%) (6.0)% - (7.1)% (6.6)%

Type of Investment

Fair Value at
September 30, 2019
(Unaudited)

Valuation

Technique⁽¹⁾

Unobservable

Input

Range (Weighted Average)

Impact to
Valuation from
an Increase in
Input⁽²⁾

Senior Debt

3,925

Discounted Cash Flow

Discount Rate

5.98% - 20.00% (9.76%)

Decrease

331

Waterfall

EBITDA Multiple

0.11x - 16.35x (6.82x)

Increase

209

Cost

Other⁽³⁾

Subordinated Debt

226

Discounted Cash Flow

Discount Rate

11.05% - 24.25% (14.16%)

Decrease

Waterfall

EBITDA Multiple

7.50x - 9.90x (9.13x)

Increase

Option Pricing Model

Volatility

25.00% - 25.00% (25.00%)

Decrease

Asset Based Finance

434

Waterfall

EBITDA Multiple

1.00x - 13.50x (1.22x)

Increase

180

Discounted Cash Flow

Discount Rate

7.80% - 16.00% (11.35%)

Decrease

Other⁽³⁾

Cost

Indicative Dealer Quotes

4.73% - 32.70% (31.73%)

Increase

Strategic Credit Opportunities Partners

426

Net Asset Value

N/A

Increase

Equity/Other

358

Waterfall

EBITDA Multiple

0.17x - 14.60x (7.15x)

Increase

138

Option Pricing Model

Equity Illiquidity Discount

15.00% - 25.00% (20.01%)

Decrease

Other⁽³⁾

Total

6,478

(1)

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 8. Fair Value of Financial Instruments (continued)

(2)

Represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.

(3)	Fair value based on expected outcome of proposed corporate transactions and/or other factors.

Type of Investment

Fair Value at
December 31, 2018

Valuation

Technique⁽¹⁾

Unobservable

Input

Range

Weighted
Average

Senior Secured Loans—First Lien

3,542

Market Comparables

Market Yield (%)

6.9% - 16.8%

10.8%

EBITDA Multiples (x)

3.9x - 9.5x

5.1x

Revenue Multiples (x)

0.2x - 0.2x

0.2x

Other⁽²⁾

N/A

Cost

99.0% - 99.0%

99.0%

Senior Secured Loans—Second Lien

804

Market Comparables

Market Yield (%)

8.9% - 17.8%

12.5%

EBITDA Multiples (x)

4.5x - 6.0x

5.5x

Cost

98.5% - 98.5%

98.5%

Other Senior Secured Debt

155

Market Comparables

Market Yield (%)

8.2% - 13.6%

9.7%

EBITDA Multiples (x)

0.2x - 8.5x

4.0x

Other⁽²⁾

N/A

Subordinated Debt

300

Market Comparables

Market Yield (%)

7.9% - 24.0%

12.3%

EBITDA Multiples (x)

7.3x - 10.1x

9.2x

Asset Based Finance

282

Market Comparables

Market Yield (%)

17.7% - 19.0%

18.4%

Price to Book Multiple (x)

1.2x - 1.3x

1.3x

Net Aircraft Book Value Multiple (x)

1.0x - 1.0x

1.0x

Market Quotes

Indicative Dealer Quotes

5.6% - 99.6%

44.7%

169

Discounted Cash Flow

Discount Rate (%)

5.2% - 16.0%

10.0%

Net Asset Value

N/A

Other⁽²⁾

N/A

Cost

100.0% - 100.0%

100.0%

Strategic Credit Opportunities Partners, LLC

299

Net Asset Value

N/A

Equity/Other

375

Market Comparables

EBITDA Multiples (x)

0.2x - 15.7x

7.7x

Revenue Multiples (x)

0.9x - 1.2x

1.1x

Capacity Multiple ($/kW)

$1,875.0 - $2,125.0

$2,000.0

Net Aircraft Book Value Multiple (x)

1.0x - 1.0x

1.0x

Production Multiples (MMcfe/d)

$4,708.0 - $5,167.0

$4,937.5

Proved Reserves Multiples (Bcfe)

$1.2 - $1.3

$1.2

PV-10 Multiples (x)

0.8x - 2.3x

1.5x

Production Multiples (Mboe/d)

$25,000.0 - $38,750.0

$26,724.8

Proved Reserves Multiples (Mmboe)

$3.5 - $13.8

$4.2

Price to Book Multiple (x)

1.0x - 1.0x

1.0x

Discounted Cash Flow

Discount Rate (%)

11.8% - 13.8%

12.8%

131

Option Valuation Model

Volatility (%)

30.0% - 30.0%

30.0%

Equity Illiquidity Discount

10.0% - 10.0%

10.0%

Other⁽²⁾

N/A

Cost

100.0% - 100.0%

100.0%

Total

6,541

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 8. Fair Value of Financial Instruments (continued)

(1)

Investments using a market quotes valuation technique were primarily valued by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by independent third-party pricing services and screened for validity by such services. Investments valued using an EBITDA multiple or a revenue multiple pursuant to the market comparables valuation technique may be conducted using an enterprise valuation waterfall analysis. For investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation, would result in a significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the valuation multiples, in isolation, would result in a significantly higher (lower) fair value measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, in isolation, would result in a significantly lower (higher) fair value measurement. For investments utilizing an option valuation model valuation technique, a significant increase (decrease) in the volatility, in isolation, would result in a significantly higher (lower) fair value measurement.

(2)	Fair value based on expected outcome of proposed corporate transactions and/or other factors.

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

Note ~~7. Fair Value of Financial Instruments (continued)~~

Type of Investment
Fair Value at
December 31, 2016 Valuation
Technique⁽¹⁾ Unobservable
Input Range Weighted
Average
Senior Secured Loans—First Lien
$ 1,575,465 Market Comparables Market Yield (%) 5.5% - 17.3% 10.0%
93,703 Other⁽²⁾ Other⁽²⁾ N/A N/A
203,773 Market Quotes Indicative Dealer Quotes 18.2% - 104.1% 99.6%
62,500 Cost Cost 100.0% - 100.0% 100.0%
Senior Secured Loans—Second Lien
458,403 Market Comparables Market Yield (%) 8.8% - 26.0% 12.4%
140,752 Market Quotes Indicative Dealer Quotes 8.8% - 101.0% 93.3%
Senior Secured Bonds
109,936 Market Comparables Market Yield (%) 7.5% - 9.0% 7.8%
EBITDA Multiples (x) 6.3x - 7.3x 6.5x
Production Multiples (Mboe/d) $45,000.0 - $50,000.0 $47,500.0
Proved Reserves Multiples (Mmboe) $14.5 - $15.0 $14.8
PV-10 Multiples (x) 0.8x - 0.9x 0.9x
49,534 Market Quotes Indicative Dealer Quotes 76.0% - 109.6% 98.5%
Subordinated Debt
321,853 Market Comparables Market Yield (%) 8.0% - 15.3% 13.0%
EBITDA Multiples (x) 7.3x - 10.3x 8.7x
132,192 Market Quotes Indicative Dealer Quotes 60.8% - 125.5% 89.0%
Collateralized Securities
72,058 Market Quotes Indicative Dealer Quotes 11.1% - 94.3% 72.7%
Equity/Other
453,246 Market Comparables EBITDA Multiples (x) 4.5x - 16.3x 8.8x
Production Multiples (Mboe/d) $2,225.0 - $50,000.0 $42,391.6
Proved Reserves Multiples (Mmboe) $0.7 - $15.0 $8.8
Undeveloped Acreage Multiples ($/Acre) $8,000.0 - $10,000.0 $9,000.0
Capacity Multiple ($/kW) $2,375.0 - $2,875.0 $2,625.0
Discounted Cash Flow Discount Rate (%) 11.0% - 24.8% 19.9%
Option Valuation Model Volatility (%) 34.5% - 41.0% 39.5%
47,075 Other⁽²⁾ Other⁽²⁾ N/A N/A

Total
$ 3,720,490

Secured Borrowing
$ (2,880) Market Comparables Market Yield (%) (6.0)% - (7.1)% (6.6)%

~~(1)~~

Investments using a market quotes valuation technique were valued by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by independent third-party pricing services and screened for validity by such services. For investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation, would result in a significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the valuation multiples, in isolation, would result in a significantly higher (lower) fair value measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, in isolation, would result in a significantly lower (higher) fair value measurement. For investments utilizing an option valuation model valuation technique, a significant increase (decrease) in the volatility, in isolation, would result in a significantly higher (lower) fair value measurement.

~~(2)~~

~~Fair value based on expected outcome of proposed corporate transactions or other various factors.~~

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 8.~~9. Financing Arrangements

Prior to June 14, 2019, in accordance with the 1940 Act, the Company was allowed to borrow amounts such that its asset coverage, calculated pursuant to the 1940 Act, was at least 200% after such borrowing. Effective June 15, 2019, the Company’s asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of September 30, 2019, the aggregate amount outstanding of the senior securities issued by the Company was $3,522. As of September 30, 2019, the Company’s asset coverage was 214%.

The following tables present summary information with respect to the Company’s outstanding financing arrangements as of September 30, ~~2017~~2019 and December 31, ~~2016.~~2018. For additional information regarding these financing arrangements, see the notes to the Company’s audited consolidated financial statements contained in its annual report on Form10-K for the year ended December 31, ~~2016 and~~2018. Any significant changes to the ~~additional disclosure set forth in this Note 8.~~Company’s financing arrangements during the nine months ended September 30, 2019 are discussed below.

As of September 30, 2017
(Unaudited)
Arrangement

Type of Arrangement
   Rate    Amount
Outstanding Amount
Available
Maturity Date
Hamilton Street Credit Facility⁽¹⁾
   Revolving Credit Facility    L+2.50%    $ 150,000 $ —    December 15, 2021
ING Credit Facility⁽¹⁾
   Revolving Credit Facility    L+2.25%    66,131 ⁽²⁾ 261,369    March 16, 2021
Locust Street Credit Facility⁽¹⁾
   Term Loan Credit Facility    L+2.68%    425,000 —    November 1, 2020
4.000% Notes due 2019
   Unsecured Notes    4.00%    400,000 —    July 15, 2019
4.250% Notes due 2020
   Unsecured Notes    4.25%    405,000 —    January 15, 2020
4.750% Notes due 2022
   Unsecured Notes    4.75%    275,000 —    May 15, 2022
Partial Loan Sale
   Secured Borrowing
L+4.50%
(1% floor)
   2,857 —    July 29, 2022



Total
         $     1,723,988 $     261,369


	As of September 30, 2019 (Unaudited)
Arrangement	Type of Arrangement	Rate	Amount Outstanding			Amount Available		Maturity Date
CCT Tokyo Funding Credit Facility⁽¹⁾	Revolving Credit Facility	L+1.75% - 2.00%⁽²⁾	$	150		$	150		December 2, 2022
Locust Street Funding Credit Facility⁽¹⁾	Term Loan Credit Facility	L+2.50%		400			—		September 28, 2022
Senior Secured Revolving Credit Facility⁽¹⁾	Revolving Credit Facility	L+1.75% - 2.00%⁽³⁾		1,120	⁽⁴⁾		1,095		August 9, 2023
4.250% Notes due 2020⁽⁵⁾	Unsecured Notes	4.25%		405			—		January 15, 2020
4.750% Notes due 2022⁽⁵⁾	Unsecured Notes	4.75%		450			—		May 15, 2022
5.000% Notes due 2022⁽⁵⁾	Unsecured Notes	5.00%		245			—		June 28, 2022
4.625% Notes due 2024⁽⁵⁾	Unsecured Notes	4.63%		400			—		July 15, 2024
2019-1 Notes⁽¹⁾	Collateralized Loan Obligation	L+1.70% - 2.50%⁽⁶⁾		352			—		July 15, 2030

Total			$	3,522		$	1,245

(1)	The carrying amount outstanding under the facility approximates its fair value.

(2)	The spread over LIBOR is determined by reference to the amount outstanding under the facility.

(3)	The spread over LIBOR is determined by reference to the ratio of the value of the borrowing base to the aggregate amount of certain outstanding indebtedness of the Company.

(4)

Amount includes borrowing in Euros, Canadian dollars, pound sterling and ~~Canadian~~Australian dollars. Euro balance outstanding of ~~€41,780~~€68 has been converted to U.S. dollars at an exchange rate of €1.00 to ~~$1.18~~$1.09 as of September 30, ~~2017~~2019 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD ~~$20,987~~$89 has been converted to ~~U.S.~~U.S dollars at an exchange rate of CAD $1.00 to ~~$0.80~~$0.76 as of September 30, ~~2017~~2019 to reflect total amount outstanding in U.S. dollars. Pound sterling balance outstanding of £57 has been converted to U.S dollars at an exchange rate of £1.00 to $1.23 as of September 30, 2019 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of A$103 has been converted to U.S dollars at an exchange rate of A$1.00 to $0.67 as of September 30, 2019 to reflect total amount outstanding in U.S. dollars.

As of December 31, 2016
Arrangement

Type of Arrangement
   Rate    Amount
Outstanding Amount
Available
Maturity Date
Hamilton Street Credit Facility
   Revolving Credit Facility    L+2.50%    $ 150,000 $ —    December 15, 2021
ING Credit Facility
   Revolving Credit Facility    L+2.50%    44,932 ⁽¹⁾ 255,068    April 3, 2018
Locust Street Credit Facility
   Term Loan Credit Facility    L+2.68%    425,000 —    November 1, 2020
4.000% Notes due 2019
   Unsecured Notes    4.00%    400,000 —    July 15, 2019
4.250% Notes due 2020
   Unsecured Notes    4.25%    405,000 —    January 15, 2020
4.750% Notes due 2022
   Unsecured Notes    4.75%    275,000 —    May 15, 2022
Partial Loan Sale
   Secured Borrowing
L+4.50%
(1% floor)
   2,857 —    July 29, 2022



Total
         $     1,702,789 $     255,068

(5)	As of September 30, 2019, the fair value of the 4.250% notes, the 4.750% notes, the 5.000% notes and the 4.625% notes was approximately $406, $462, $245 and $411, respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.

(6)	As of September 30, 2019, there were $299.4 ofClass A-1 notes outstanding at L+1.70% and $52.3 ofClass A-2 notes outstanding at L+2.50%.

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 9. Financing Arrangements (continued)


	As of December 31, 2018
Arrangement	Type of Arrangement	Rate	Amount Outstanding			Amount Available		Maturity Date
CCT New York Funding Credit Facility⁽¹⁾	Revolving Credit Facility	L+2.50%	$	240		$	60		January 16, 2021
CCT Tokyo Funding Credit Facility⁽¹⁾	Revolving Credit Facility	L+1.75% - 2.00%⁽²⁾		183			117		December 2, 2022
Locust Street Funding Credit Facility⁽¹⁾	Term Loan Credit Facility	L+2.68%		425			—		November 1, 2020
Senior Secured Revolving Credit Facility⁽¹⁾	Revolving Credit Facility	L+1.75% - 2.00%⁽³⁾		1,224	⁽⁴⁾		991		August 9, 2023
4.000% Notes due 2019⁽⁵⁾	Unsecured Notes	4.00%		400			—		July 15, 2019
4.250% Notes due 2020⁽⁵⁾	Unsecured Notes	4.25%		405			—		January 15, 2020
4.750% Notes due 2022⁽⁵⁾	Unsecured Notes	4.75%		275			—		May 15, 2022
5.000% Notes due 2022⁽⁵⁾	Unsecured Notes	5.00%		245			—		June 28, 2022

Total			$	3,397		$	1,168

(1)	~~Borrowings~~ The carrying amount outstanding under the facility approximates its fair value.

(2)	The spread over LIBOR is determined by reference to the amount outstanding under the facility.

(3)	The spread over LIBOR is determined by reference to the ratio of the value of the borrowing base to the aggregate amount of certain outstanding indebtedness of the Company.

(4)

Amount includes borrowing in ~~Euros.~~Euros, Canadian dollars and pound sterling. Euro balance outstanding of ~~€42,575~~€25 has been converted to U.S. dollars at an exchange rate of €1.00 to ~~$1.06~~$1.15 as of December 31, ~~2016~~2018 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD $24 has been converted to U.S dollars at an exchange rate of CAD $1.00 to $0.73 as of December 31, 2018 to reflect total amount outstanding in U.S. dollars. Pound sterling balance outstanding of £3 has been converted to U.S dollars at an exchange rate of £1.00 to $1.28 as of December 31, 2018 to reflect total amount outstanding in U.S. dollars.

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 8. Financing Arrangements (continued)~~

(5)
As of December 31, 2018, the fair value of the 4.000% notes, the 4.250% notes, the 4.750% notes and the 5.000% notes was approximately $400, $406, $274 and $242, respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.

For the three and nine months ended September 30, ~~2017~~2019 and ~~2016,~~2018, the components of total interest expense for the Company’s financing arrangements were as follows:


	Three Months Ended September 30,												Three Months Ended September 30,
	2017						2016						2019						2018
Arrangement⁽¹⁾	Direct Interest Expense		Amortization of Deferred Financing Costs and Discount		Total Interest Expense		Direct Interest Expense		Amortization of Deferred Financing Costs and Discount		Total Interest Expense		Direct Interest Expense		Amortization of Deferred Financing Costs and Discount		Total Interest Expense		Direct Interest Expense		Amortization of Deferred Financing Costs and Discount		Total Interest Expense
Hamilton Street Credit Facility⁽²⁾	$	1,411	$	83	$	1,494	$	—	$	—	$	—
CCT New York Funding Credit Facility⁽²⁾													$	—	$	—	$	—	$	—	$	—	$	—
CCT Tokyo Funding Credit Facility⁽²⁾														1		—		1		—		—		—
Hamilton Street Funding Credit Facility⁽²⁾														—		—		—		0		1		1
ING Credit Facility⁽²⁾		1,278		169		1,447		1,164		284		1,448		—		—		—		1		0		1
JPM Facility		—		—		—		5,399		—		5,399
Locust Street Credit Facility		4,318		283		4,601		—		—		—
Locust Street Funding Credit Facility⁽²⁾														6		0		6		5		0		5
Senior Secured Revolving Credit Facility⁽²⁾														14		0		14		1		0		1
4.000% Notes due 2019		4,000		310		4,310		3,998		311		4,309		0		0		—		4		1		5
4.250% Notes due 2020		4,303		283		4,586		3,453		244		3,697		4		1		5		4		0		4
4.750% Notes due 2022		3,266		138		3,404		3,266		136		3,402		4		1		5		3		1		4
Partial Loan Sale⁽³⁾		42		1		43		27		1		28
5.000% Notes due 2022														3		—		3		—		—		—
4.625% Notes due 2024														4		0		4		—		—		—
2019-1 Notes														4		0		4		—		—		—

Total	$	18,618	$	1,267	$	19,885	$	17,307	$	976	$	18,283	$	40	$	2	$	42	$	18	$	3	$	21

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

   Nine Months Ended September 30,
   2017    2016
Arrangement⁽¹⁾
   Direct Interest
Expense    Amortization of
Deferred
Financing Costs
and Discount    Total Interest
Expense    Direct Interest
Expense    Amortization of
Deferred
Financing Costs
and Discount    Total Interest
Expense
Hamilton Street Credit Facility⁽²⁾
   $ 4,190    $ 245    $ 4,435    $ —    $ —    $ —
ING Credit Facility⁽²⁾
   3,831    655    4,486    3,236    847    4,083
JPM Facility
   —    —    —    17,284    —    17,284
Locust Street Credit Facility
   12,181    838    13,019    —    —    —
4.000% Notes due 2019
   12,000    921    12,921    11,631    926    12,557
4.250% Notes due 2020
   12,909    842    13,751    10,359    726    11,085
4.750% Notes due 2022
   9,797    406    10,203    9,797    407    10,204
Partial Loan Sale⁽³⁾
   122    4    126    27    1    28












Total
   $         55,030    $             3,911    $         58,941    $         52,334    $              2,907    $         55,241

Note 9. Financing Arrangements (continued)


	Nine Months Ended September 30,
	2019						2018
Arrangement⁽¹⁾	Direct Interest Expense		Amortization of Deferred Financing Costs and Discount		Total Interest Expense		Direct Interest Expense		Amortization of Deferred Financing Costs and Discount		Total Interest Expense
CCT New York Funding Credit Facility⁽²⁾	$	2	$	—	$	2	$	—	$	—	$	—
CCT Tokyo Funding Credit Facility⁽²⁾		5		—		5		—		—		—
Hamilton Street Funding Credit Facility⁽²⁾		—		—		—		3		1		4
ING Credit Facility⁽²⁾		—		—		—		3		0		3
Locust Street Funding Credit Facility		21		1		22		15		1		16
Senior Secured Revolving Credit Facility		44		1		45		1		0		1
4.000% Notes due 2019		8		1		9		12		1		13
4.250% Notes due 2020		13		1		14		13		1		14
4.750% Notes due 2022		11		1		12		10		1		11
5.000% Notes due 2022		9		—		9		—		—		—
4.625% Notes due 2024		4		0		4		—		—		—
2019-1 Notes		4		0		4		—		—		—

Total	$	121	$	5	$	126	$	57	$	5	$	62

(1)	Borrowings of each of the Company’s wholly-owned, special-purpose financing subsidiaries are considered borrowings of the Company for purposes of complying with the asset coverage requirements applicable to BDCs under the 1940 Act.

(2)	Direct interest expense includes the effect ofnon-usage fees.

~~(3)~~

~~Total interest expense~~

The Company’s average borrowings and weighted average interest rate, including the effectof non-usage fees, for ~~the secured borrowing includes the effect of amortization of discount.~~

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 8. Financing Arrangements (continued)~~

~~For~~ the nine months ended September 30, ~~2017~~2019 were $3,522 and ~~2016,~~4.56%, respectively. As of September 30, 2019, the ~~cash paid for interest expense,~~Company’s weighted average ~~borrowings,~~ effective interest rate on borrowings, including the effectof non-usage fees, was 4.44%.

The Company’s average borrowings and weighted average interest rate, including the effectof non-usage fees,for the ~~Company’s financing arrangements~~nine months ended September 30, 2018 were ~~as follows:~~

Nine Months Ended September 30,
2017 2016
Arrangement
Cash Paid
  for Interest
Expense Average
  Borrowings     Effective
Interest
Rate   Weighted
Average
Interest
Rate⁽¹⁾ Cash Paid
  for Interest
Expense Average
  Borrowings     Effective
Interest
Rate   Weighted
Average
Interest
Rate⁽¹⁾
Hamilton Street Credit Facility⁽²⁾⁽³⁾
$ 3,730 $ 150,000 3.68% 3.68% $ — $ — — —
ING Credit Facility⁽²⁾⁽⁴⁾
3,347 112,422 6.55% 4.49% 3,599 102,464 5.42% 4.15%
JPM Facility⁽³⁾
— — — — 18,340 698,723 3.25% 3.25%
Locust Street Credit Facility⁽³⁾
10,769 425,000 3.83% 3.78% — — — —
4.000% Notes due 2019⁽⁵⁾
16,000 400,000 4.00% 4.00% 16,000 400,000 4.00% 4.00%
4.250% Notes due 2020⁽⁵⁾
17,213 405,000 4.25% 4.25% 13,812 325,000 4.25% 4.25%
4.750% Notes due 2022⁽⁵⁾
6,531 275,000 4.75% 4.75% 6,531 275,000 4.75% 4.75%
Partial Loan Sale⁽³⁾
121 2,857 5.81% 5.64% — 635 5.50% 5.50%

$ 57,711 $ 1,770,279 4.21% 4.10% $ 58,282 $ 1,801,822 3.95% 3.82%

~~(1)~~

~~The weighted average interest rates presented for periods of less than one year are annualized.~~

~~(2)~~

~~Effective interest rate and weighted average interest rate includes the effect ofnon-usage~~ ~~fees.~~

~~(3)~~

~~Interest is paid quarterly in arrears.~~

~~(4)~~

Interest is paid at the end of each interest period (but no less frequently than quarterly) in arrears for Eurocurrency Loans (as described below) and quarterly in arrears for ABR Loans (as described below).

~~(5)~~

~~Interest is paid semi-annually in arrears.~~

~~Hamilton Street Credit Facility~~

On December 15, 2016, Hamilton Street Funding LLC, or Hamilton Street, a wholly-owned, special-purpose financing subsidiary of the Company, entered into a revolving credit facility, or the Hamilton Street credit facility, pursuant to (a) a Loan$1,685 and Security Agreement, dated as of December 15, 2016, by and among Hamilton Street, as borrower, each of the lenders from time to time party thereto, each of the lender agents from time to time party thereto, HSBC Bank USA, National Association, as administrative agent, and U.S. Bank National Association, as collateral agent, account bank and custodian, and (b) certain other related transaction documents.

The Hamilton Street credit facility provides for a five-year credit facility with a four-year revolving period, during which Hamilton Street is permitted to borrow, repay and reborrow advances in U.S. dollars and certain agreed foreign currencies in an initial aggregate amount of up to $150,000, subject to its compliance with the terms of the Hamilton Street credit facility (including maintenance of the required borrowing base). The Hamilton Street credit facility has an accordion option that would permit the parties to increase the commitments by an additional $50,000 to $200,000. After the revolving period, outstanding advances under the Hamilton Street credit facility must be repaid by 5% each month until the maturity date at which time all remaining outstanding advances must be repaid.

The Company incurred costs in connection with obtaining the Hamilton Street credit facility, which the Company has recorded as deferred financing costs on its consolidated balance sheets and amortizes to interest expense over the life of the facility.4.43%, respectively. As of September 30, ~~2017, $1,379~~ 2018, the Company’s weighted average effective interest rate on borrowings, including the effectof ~~such deferred~~non-usage fees, was 4.59%.

Under its financing ~~costs had yet to be amortized to interest expense.~~

~~ING Credit Facility~~

~~On April 3, 2014,~~arrangements, the Company ~~entered into a senior secured revolving credit facility~~has made certain representations and warranties and is required to comply with ING Capital LLC, or ING, as administrative agent, and the lenders party thereto, or the ING credit facility. The ING credit facility originally provided for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $300,000, with an

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 8. Financing Arrangements (continued)~~

option for the Company to request, at one or more times after closing, that existing or new lenders, at their election, provide up to $100,000 of additional commitments. The ING credit facility provides for the issuance of letters of credit in an aggregate face amount not to exceed $25,000. The Company’s obligations under the ING credit facility are guaranteed by all of the Company’s subsidiaries, other than its special-purpose financing subsidiaries. The Company’s obligations under the ING credit facility are secured by a first priority security interest in substantially all of the assets of the Company and the subsidiary guarantors thereunder other than the equity interests of its special-purpose financing subsidiaries.

~~On March 16, 2017, the Company, certain subsidiary guarantors of the Company, the several banks~~various covenants, reporting requirements and other ~~financial institutions or entities from time to time party thereto and ING entered into a second amendment, or the Amendment, to the ING credit facility.~~customary requirements for similar financing arrangements. The Amendment, among other things, (i) increased the lenders’ aggregate commitments under the ING credit facility to $327,500, (ii) extended the term of the revolving period to March 16, 2020 and the final maturity date to March 16, 2021, (iii) increased the size of the accordion provision to permit increases to the lenders’ aggregate commitments under the ING credit facility up to $600,000 and (iv) decreased the Applicable Margin (as defined therein) to 1.25%Company was in compliance with ~~respect to any ABR Loan (as defined therein) and 2.25% with respect to any Eurocurrency Loan (as defined therein).~~

Asall covenants required by its financing arrangements as of September 30, ~~2017~~2019 and December 31, 2016, $66,131 and $44,932, respectively, was outstanding under the ING credit facility, which includes borrowings in Euro in an aggregate amount of €41,780 and €42,575, respectively, and borrowings in Canadian dollars in an aggregate amount of CAD $20,987 and CAD $0, respectively. The Company incurred costs in connection with obtaining and amending the ING credit facility, which the Company has recorded as deferred financing costs on its consolidated balance sheets and amortizes to interest expense over the life of the facility. As of September 30, 2017, $2,333 of such deferred financing costs had yet to be amortized to interest expense.2018.

~~JPM Financing~~4.625% Notes due 2024

On July 21, 2011, through its two wholly-owned, special-purpose financing subsidiaries, Locust Street Funding LLC, or Locust Street, and Race Street Funding LLC, or Race Street, the Company entered into a debt financing arrangement with JPMorgan Chase Bank, N.A., London Branch, or JPM, which was subsequently amended several times, or the JPM Facility. Prior to its termination, the Company and JPM had most recently amended the financing arrangement on April 28, 2016 to, among other things, reduce the amount of outstanding available debt financing from $725,000 to $650,000. On November 1, 2016, in connection with the entrance into the Locust Street credit facility (as defined below), (i) the Class A Notes issued by Locust Street to Race Street were redeemed, (ii) the amended and restated global master repurchase agreement between Locust Street and JPM was terminated and (iii) the JPM Facility was prepaid and terminated.

~~JPM Term Loan Facility~~

On November 1, 2016, Locust Street entered into a loan agreement, or the Locust Street loan agreement and, together with the related transaction documents, the Locust Street term loan facility, with JPM, as lender and administrative agent, Citibank, N.A., as collateral agent and securities intermediary, and Virtus Group, LP, as collateral administrator, pursuant to which JPM advanced $625,000 to Locust Street. Advances outstanding under the Locust Street term loan facility bear interest at a rate equal to LIBOR for a three-month interest period plus a spread of 2.6833% per annum. Interest is payable in arrears beginning on January 15, 2017 and each quarter thereafter. Under the Locust Street loan agreement, Locust Street agreed to repay $200,000 of the aggregate principal amount of the advances on or before January 31, 2017, which repayment was satisfied in full in December 2016. All remaining outstanding advances under the Locust Street loan agreement will mature, and all accrued and unpaid interest thereunder, will be due and payable, on November 1, 2020.

The Company incurred costs in connection with obtaining the Locust Street term loan, which the Company has recorded as deferred financing costs on its consolidated balance sheets and amortizes to interest expense over the life of the facility. As of September 30, 2017, $3,461 of such deferred financing costs had yet to be amortized to interest expense.

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 8. Financing Arrangements (continued)~~

~~4.000% Notes due~~ 2019,

~~On July 14, 2014,~~ the Company and U.S. Bank National Association, or U.S. Bank, entered into ~~an indenture,~~a Fourth Supplemental Indenture, or the ~~base indenture,~~Fourth Supplemental Indenture, to the Indenture, dated July 14, 2014, between the Company and ~~a first supplemental indenture thereto,~~U.S. Bank, or ~~together with~~ the ~~base indenture and any supplemental indentures thereto, the indenture,~~Indenture, relating to the Company’s issuance of ~~$400,000~~$400 aggregate principal amount of its ~~4.000%~~4.625% notes due ~~2019,~~2024, or the ~~4.000%~~4.625% notes.

The ~~4.000%~~4.625% notes will mature on July 15, ~~2019~~2024 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the ~~applicable~~ redemption ~~price~~prices set forth in the ~~indenture.~~Indenture. The ~~4.000%~~4.625% notes bear interest at a rate of ~~4.000%~~4.625% per year payable semi-annually on January 1515th and July 1515th of each year, commencing on January 15, ~~2015.~~2020. The ~~4.000%~~4.625% notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the ~~4.000%~~4.625% notes, ~~and~~ rank pari passu with all ~~outstanding~~existing and future unsecured unsubordinated indebtedness issued by the ~~Company.~~Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 9. Financing Arrangements (continued)

In addition, on the occurrence of a “change of control repurchase event,” as defined in the ~~indenture,~~Indenture, the Company will generally be required to make an offer to purchase the outstanding ~~4.000%~~4.625% notes at a price equal to 100% of the principal amount of such notes plus accrued and unpaid interest to the repurchase date.

The ~~indenture~~Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the ~~4.000%~~4.625% notes and U.S. Bank if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, or the Exchange Act. These covenants are subject to limitations and exceptions that are described in the ~~indenture.~~Indenture.

As of September 30, 2017, the fair value of the 4.000% notes was approximately $407,440. The Company incurred costs in connection with issuing the 4.000% notes, which the Company has recorded as deferred financing costs on its consolidated balance sheets and amortizes to interest expense over the life of the 4.000% notes. As of September 30, 2017, $200 of such deferred financing costs had yet to be amortized to interest expense. In connection with issuing the 4.000% notes, the Company has charged discount costs against the carrying amount of such notes. As of September 30, 2017, $2,003 of such discount had yet to be amortized to interest expense.

~~4.250%~~4.750% Notes due ~~2020~~2022

On December 3, 2014, the Company and U.S. Bank entered into a second supplemental indenture to the base indenture relating to the Company’s issuance of $325,000 aggregate principal amount of its 4.250% notes due 2020, or the 4.250% notes. On December 8, 2016,July 26, 2019, the Company issued an additional ~~$80,000 aggregate principal amount of the 4.250% notes as additional notes under the second supplemental indenture.~~

The 4.250% notes will mature on January 15, 2020 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the applicable redemption price set forth in the indenture. The 4.250% notes bear interest at a rate of 4.250% per year, payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2015. The 4.250% notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 4.250% notes and rank ~~pari passu~~ ~~with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.~~

In addition, on the occurrence of a “change of control repurchase event,” as defined in the indenture, the Company will generally be required to make an offer to purchase the outstanding 4.250% notes at a price equal to 100% of the principal amount of such notes plus accrued and unpaid interest to the repurchase date.

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 8. Financing Arrangements (continued)~~

to those requirements, and to provide financial information to the holders of the 4.250% notes and U.S. Bank if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to limitations and exceptions that are described in the indenture.

As of September 30, 2017, the fair value of the 4.250% notes was approximately $414,572. The Company incurred costs in connection with issuing the 4.250% notes, which the Company has recorded as deferred financing costs on its consolidated balance sheets and amortizes to interest expense over the life of the 4.250% notes. As of September 30, 2017, $1,051 of such deferred financing costs had yet to be amortized to interest expense. In connection with issuing the 4.250% notes, the Company has charged discount costs against the carrying amount of such notes. As of September 30, 2017, $1,527 of such discount had yet to be amortized to interest expense.

~~4.750% Notes due 2022~~

~~On April 30, 2015, the Company and U.S. Bank entered into a third supplemental indenture to the base indenture relating to the Company’s issuance of $275,000~~$175 aggregate principal amount of its 4.750% notes due 2022, or the 4.750% ~~notes.~~

notes, for gross proceeds of $177. The 4.750% notes ~~will mature on May 15, 2022 and may be redeemed in whole or in part at~~were issued as additional notes under the ~~Company’s option at any time or from time to time at~~Third Supplemental Indenture, dated April 30, 2015, between the applicable redemption price set forth in the indenture. The 4.750% notes bear interest at a rate of 4.750% per year payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2015. The 4.750% notes are general unsecured obligations of the Company ~~that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 4.750% notes and rank~~ ~~pari passu~~ ~~with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.~~

In addition, on the occurrence of a “change of control repurchase event,” as defined in the indenture, the Company will generally be required to make an offer to purchase the outstanding 4.750% notes at a price equal to 100% of the principal amount of such notes plus accrued and unpaid interest to the repurchase date.

The indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a)(1) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the 4.750% notes and U.S. Bank, ~~if the Company is no longer subject~~ to the ~~reporting requirements under the Exchange Act. These covenants are subject~~Indenture, pursuant to ~~limitations and exceptions that are described in the indenture.~~

~~As of September 30, 2017, the fair value of the 4.750% notes was approximately $286,271. The Company incurred costs in connection with issuing the 4.750% notes,~~ which the Company ~~has recorded as deferred financing costs on its consolidated balance sheets and amortizes to interest expense over the life~~previously issued $275 aggregate principal amount of the 4.750% notes. As of September 30, 2017, $312 of such deferred financing costs had yet to be amortized to interest expense. In connection with issuing the 4.750% notes, the Company has charged discount costs against the carrying amount of such notes. As of September 30, 2017, $2,193 of such discount had yet to be amortized to interest expense.

~~Partial Loan Sale~~

Certain partial loan sales do not qualify for sale accounting under ASC Topic 860 because these sales do not meet the definition of a participating interest, as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain as an investment on the consolidated balance sheets and the portion sold is recorded as a secured borrowing in the liabilities section of the consolidated balance sheets. For these partial loan sales, the interest earned on the entire loan balance is recorded within interest income and the interest earned by the buyer in the partial loan sale is recorded within interest expense in the consolidated statements of operations.

As of September 30, 2017 and December 31, 2016, the Company recognized a secured borrowing at fair value of $2,891 and $2,880, respectively, and the fair value of the loan that is associated with the secured borrowing was $15,080 and $14,993,

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

Note ~~8. Financing Arrangements (continued)~~

respectively. The secured borrowing was the result of the Company’s completion of a partial sale of a senior secured loan associated with one portfolio company that did not meet the definition of a participating interest. As a result, sale treatment was not allowed and the partial loan sale was treated as a secured borrowing.

~~During the nine months ended September 30, 2017, there were no new partial loan sales, fundings on revolving and delayed draw secured borrowings or repayments on secured borrowings.~~

~~Note 9.~~10. Commitments and Contingencies

The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. ~~Management of FB~~The Advisor has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.

The Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material effect upon its financial condition or results of operations.

~~See Note 6 for a discussion of the Company’s unfunded commitments.~~

FS ~~Investment Corporation~~KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in ~~thousands,~~millions, except share and per share amounts)

Note 10. Commitments and Contingencies (continued)

Unfunded commitments to provide funds to portfolio companies are not recorded in the Company’s consolidated statements of assets and liabilities. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company has sufficient liquidity to fund these commitments. As of September 30, 2019, the Company’s unfunded commitments consisted of the following:


Category / Company⁽¹⁾	Commitment Amount
Senior Secured Loans—First Lien
5 Arch Income Fund 2, LLC	$	35.3
A10 Capital LLC		14.0
All Systems Holding LLC		35.4
Apex Group Limited		1.8
Aspect Software Inc		0.7
CSafe Global		11.7
CSafe Global		3.5
Eagle Family Foods Inc		4.1
Entertainment Benefits Group LLC		4.1
Greystone Equity Member Corp		4.9
HM Dunn Co Inc		—
ID Verde		5.5
Industria Chimica Emiliana Srl		12.7
J S Held LLC		5.7
J S Held LLC		13.3
Kodiak BP LLC		28.3
Lipari Foods LLC		21.8
North Haven Cadence Buyer Inc		0.9
North Haven Cadence Buyer Inc		6.4
Revere Superior Holdings, Inc		5.0
Sungard Availability Services Capital Inc		0.5
Zeta Interactive Holdings Corp		1.7
Subordinated Debt
Home Partners of America		32.1
Asset Based Finance
Home Partners JV, Structured Mezzanine		21.7

Total	$	271.1

Unfunded equity/other commitments	$	270.2

(1)	May be commitments to one or more entities affiliated with the named company.

As of September 30, 2019, the Company also has an unfunded commitment to provide $450.8 of capital to SCJV. The capital commitment can be satisfied with contributions of cash and/or investments. The capital commitments cannot be drawn without an affirmative vote by both the Company’s and SCRS’s representatives on SCJV’s board of managers.

As of September 30, 2019, the Company’s unfunded debt commitments have a fair value representing unrealized appreciation (depreciation) of $(0.7). The Company funds its equity investments as it receives funding notices from the portfolio companies. As of September 30, 2019, the Company’s unfunded equity commitments have a fair value of zero.

In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under such arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. The Company has no such guarantees outstanding at September 30, 2019 and December 31, 2018.

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note ~~10.~~11. Financial Highlights

The following is a schedule of financial highlights of the Company for the nine months ended September 30, ~~2017~~2019 and the year ended December 31, ~~2016:~~2018:


	Nine Months Ended September 30, 2017 (Unaudited)		Year Ended December 31, 2016		Nine Months Ended September 30, 2019 (Unaudited)			Year Ended December 31, 2018
Per Share Data:⁽¹⁾
Net asset value, beginning of period	$	9.41	$	9.10	$	7.84		$	9.30
Results of operations⁽²⁾
Net investment income (loss)		0.61		0.85		0.60			0.82
Net realized and unrealized appreciation (depreciation) on investments and secured borrowing and gain/loss on foreign currency		0.08		0.35		(0.07	)		(1.43	)

Net increase (decrease) in net assets resulting from operations		0.69		1.20		0.53			(0.61	)

Stockholder distributions⁽³⁾
Distributions from net investment income		(0.67)		(0.89)		(0.57	)		(0.85	)
Distributions from net realized gain on investments		—		—		—			—

Net decrease in net assets resulting from stockholder distributions		(0.67)		(0.89)		(0.57	)		(0.85	)

Capital share transactions
Issuance of common stock⁽⁴⁾		0.00		0.00		—			0.00
Repurchases of common stock⁽⁵⁾						0.06			0.04
Deduction of deferred costs⁽⁶⁾						—			(0.04	)

Net increase (decrease) in net assets resulting from capital share transactions		—		—		0.06			0.00

Net asset value, end of period	$	9.43	$	9.41	$	7.86		$	7.84

Per share market value, end of period	$	8.45	$	10.30	$	5.83		$	5.18

Shares outstanding, end of period		245,725,416		244,063,357		512,262,372			531,478,739

Total return based on net asset value⁽⁵⁾		7.33%		13.19%
Total return based on net asset value⁽⁷⁾						7.53	%		(6.56	)%

Total return based on market value⁽⁶⁾		(11.80)%		25.91%
Total return based on market value⁽⁸⁾						23.52	%		(20.15	)%

Ratio/Supplemental Data:
Net assets, end of period	$	2,316,693	$	2,297,377	$	4,024		$	4,166
Ratio of net investment income to average net assets⁽⁷⁾		8.69%		9.32%
Ratio of total operating expenses to average net assets⁽⁷⁾		9.22%		9.69%
Portfolio turnover⁽⁸⁾		23.27%		29.65%
Ratio of net investment income to average net assets⁽⁹⁾						10.11	%		9.15	%
Ratio of total operating expenses to average net assets⁽⁹⁾						9.17	%		8.57	%
Ratio of net operating expenses to average net assets⁽⁹⁾						9.17	%		8.44	%
Portfolio turnover⁽¹⁰⁾						23.76	%		19.92	%
Total amount of senior securities outstanding, exclusive of treasury securities	$	1,723,988	$	1,702,789	$	3,522		$	3,397
Asset coverage per unit⁽⁹⁾		2.34		2.35
Asset coverage per unit⁽¹¹⁾						2.14			2.23

(1)	Per share data may be rounded in order to recompute the ending net asset value per share.

(2)	The per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)	The per share data for distributions reflect the actual amount of distributions paid per share during the applicable period.

(4)

The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of common stock pursuant to the ~~Company’s~~ DRP. The issuance of common stock at a price that is greater than the net asset value per share results in an increase in net asset value per share. The per share impact of the ~~Company’s~~ DRP is an increase to the net asset value of less than $0.01 per share during the ~~nine months ended September 30, 2017 and~~ year ended December 31, ~~2016.~~2018.

(5)	Represents the incremental impact of the Company’s share repurchase program by buying shares in the open market at a price lower than net asset value per share.

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements (continued)

(in millions, except share and per share amounts)

Note 11. Financial Highlights (continued)

(6)

During the year ended December 31, 2018, the Company permanently wrote off approximately $22 of deferred costs and prepaid assets from CCT’s balance sheet as a result of the purchase price allocation for the Merger. For additional information regarding the Merger, see the Company’s annual report on Form10-K for the year ended December 31, 2018.

(7)

The total return based on net asset value for each period presented was calculated by taking the net asset value per share as of the end of the applicable period, adding the cash distributions per share that were declared during the period and dividing the total by the net asset value per share at the beginning of the period. Total return based on net asset value does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of the Company’s common stock. The historical calculation of total return based on net asset value in the table should not be considered a representation of the Company’s future total return based on net asset value, which may be greater or less than the return shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies that meet its investment criteria, the interest rates payable on the debt securities the Company acquires, the level of the Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets and general economic conditions. As a result of

~~FS Investment Corporation~~

~~Notes to Unaudited Consolidated Financial Statements (continued)~~

~~(in thousands, except share and per share amounts)~~

~~Note 10. Financial Highlights (continued)~~

these factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on the Company’s investment portfolio during the applicable period and do not represent an actual return to stockholders.

~~(6)~~(8)

The total return based on market value for each period presented was calculated based on the change in market price during the applicable period, including the impact of distributions reinvested in accordance with the Company’s DRP. Total return based on market value does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of the Company’s common stock. The historical calculation of total return based on market value in the table should not be considered a representation of the Company’s future total return based on market value, which may be greater or less than the return shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies that meet its investment criteria, the interest rates payable on the debt securities the Company acquires, the level of the Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets, general economic conditions and fluctuations in per share market value. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods.

~~(7)~~(9)

Weighted average net assets during the applicable period are used for this calculation. Ratios for the nine months ended September 30, ~~2017~~2019 are annualized. Annualized ratios for the nine months ended September 30, ~~2017~~2019 are not necessarily indicative of the ratios that may be expected for the year ending December 31, ~~2017.~~2019. The following is a schedule of supplemental ratios for the nine months ended September 30, ~~2017~~2019 and year ended December 31, ~~2016:~~2018:


	Nine Months Ended September 30, 2017 (Unaudited)		Year Ended December 31, 2016		Nine Months Ended September 30, 2019 (Unaudited)			Year Ended December 31, 2018
Ratio of subordinated income incentive fees to average net assets		2.17%		2.33%		1.85	%		1.16	%
Ratio of interest expense to average net assets		3.42%		3.33%		4.10	%		3.75	%
Ratio of excise taxes to average net assets		—		0.25%		—			0.31	%

~~(8)~~(10)

Portfolio turnover for the nine months ended September 30, ~~2017~~2019 is not annualized.

~~(9)~~(11)

Asset coverage per unit is the ratio of the carrying value of the Company’s total consolidated assets, less liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(in thousands, except share and per share amounts)

The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form10-Q. In this report, “we,” “us,” “our” and the “Company” refer to FS ~~Investment Corporation.~~KKR Capital Corp.

Forward-Looking Statements

Some of the statements in this quarterly report on Form10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form10-Q may include statements as to:

our future operating results;

our business prospects and the prospects of the companies in which we may invest;

the impact of the investments that we expect to make;

the ability of our portfolio companies to achieve their objectives;

our current and expected financings and investments;

receiving and maintaining corporate credit ratings and changes in the general interest rate environment;

the adequacy of our cash resources, financing sources and working capital;

the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

our contractual arrangements and relationships with third parties;

actual and potential conflicts of interest with the ~~Fund Complex~~other funds advised by the Advisor, their respective current or future investment advisers or any ~~affiliate thereof;~~of their affiliates;

the dependence of our future success on the general economy and its effect on the industries in which we may invest;

our use of financial leverage;

the ability of FBthe Advisor to locate suitable investments for us and to monitor and administer our investments;

the ability of FBthe Advisor or its affiliates to attract and retain highly talented professionals;

our ability to maintain our qualification as a RIC and as a BDC;

the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and the rules and regulations issued thereunder;

the effect of changes to tax legislation on us and the portfolio companies in which we may invest and our and their tax position; and

the tax status of the enterprises in which we may invest.

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. Factors that could cause actual results to differ materially include:

changes in the economy;

risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters;

future changes in laws or regulations and conditions in our operating areas; and

the price at which shares of our common stock may trade on the New York Stock Exchange, or NYSE.

We have based the forward-looking statements included in this quarterly report on Form10-Q on information available to us on the date of this quarterly report on Form10-Q. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any additional disclosures that we may make directly to stockholders or through reports that we may file in the future with the SEC, including annual reports onForm 10-K, quarterly reports onForm 10-Q and current reports onForm 8-K. The forward-looking statements and projections contained in this quarterly report on Form10-Q are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act.

Overview

We were incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. We are an externally managed,non-diversified,closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act and has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code.

On April 16, 2014, shares of our common stock began trading on the NYSE under the ticker symbol “FSIC”. This listing accomplished our goal of providing our stockholders with greatly enhanced liquidity.

~~Our investment activities~~We are externally managed by FBthe Advisor pursuant to the investment advisory agreement and supervised by our board of directors, a majority of whom are independent. ~~Under~~On April 9, 2018, GDFM resigned as our investmentsub-adviser and terminated its investmentsub-advisory agreement effective April 9, 2018. In connection with GDFM’s resignation as our investmentsub-adviser, on April 9, 2018, we entered into the prior investment advisory agreement with the Advisor, which replaced an investment advisory agreement with our former investment adviser, FB Advisor. Following the consummation of the Merger, we entered into the investment advisory agreement ~~we have agreed to pay FB~~with the Advisor, ~~an annual base management fee based on~~which replaced the ~~average value of our gross assets and an incentive fee based on our performance. FB Advisor has engaged GDFM to act as our~~prior investment~~sub-adviser.~~ advisory agreement. ~~GDFM assists FB Advisor in identifying investment opportunities and makes investment recommendations for approval by FB Advisor according to guidelines set by FB Advisor.~~

Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. We ~~have identified and intend to~~pursue our investment objective by investing primarily in the debt of middle market U.S. companies with a focus on originated transactions sourced through the ~~following investment categories, which we believe will allow us to generate an attractive total return with an acceptable level~~network of ~~risk.~~

~~Direct Originations:~~~~We intend to leverage our relationships and our relationship with GDFM~~the Advisor and its ~~global sourcing and origination platform, including~~affiliates. We define direct originations as any investment where the Advisor or its ~~industry relationships, to directly source investment opportunities. Such investments are originated or structured~~affiliates negotiates the terms of the transaction beyond just the price, which, for ~~us or made by us and are not generally available to the broader market. These investments~~example, may include both debt and equity components, although we do not generally make equity investments independent of having an existing credit relationship. We believe directly originated investments may offer higher returns and more favorable protections than broadly syndicated transactions.

~~Opportunistic:~~ We intend to seek to capitalize on market price inefficiencies by investing in loans, bonds and other securities where the market price of such investment reflects a lower value than deemed warranted by our fundamental analysis. We believe that market price inefficiencies may occur due to, among other things, general dislocations in the markets, a misunderstanding by the market of a particular companynegotiating financial covenants, maturity dates or an industry being out of favor with the broader investment community. We seek to allocate capital to these securities that have been misunderstood or mispriced by the market and where we believe there is an opportunity to earn an attractive return on our investment. Such opportunities may include event driven investments, anchor orders (i.e., opportunities that are originated and then syndicated by a commercial or investment bank but where we provide a capital commitment significantly above the average syndicate participant) and CLOs.

In the case of event driven investments, we intend to take advantage of dislocations that arise in the markets due to an impending event and where the market’s apparent expectation of value differs substantially from our fundamental analysis. Such events may include a looming debt maturity or default, a merger,~~spin-off~~ or other corporate reorganization, an adverse regulatory or legal ruling, or a material contract expiration, any of which may significantly improve or impair a company’s financial position. Compared to other investment strategies, event driven investing depends more heavily on our ability to successfully predict the outcome of an individual event rather than on underlying macroeconomic fundamentals. As a result, successful event driven strategies may offer both substantial diversification benefits and the ability to generate performance in uncertain market environments.

We may also invest in anchor orders. In these types of investments, we may receive fees, preferential pricing or other benefits not available to other lenders in return for our significant capital commitment. Our decision to provide an anchor order to a syndicated transaction is predicated on a rigorous credit analysis, our familiarity with a particular company, industry or financial sponsor, and the broader investment experiences of FB Advisor and GDFM.

In addition, we opportunistically invest in CLOs. CLOs are a form of securitization where the cash flow from a pooled basket of syndicated loans is used to support distribution payments made to different tranches of securities. While collectively CLOs represent nearly fifty percent of the broadly syndicated loan universe, investing in individual CLO tranches requires a high degree of investor sophistication due to their structural complexity and the illiquid nature of their securities.

~~Broadly Syndicated/Other:~~~~Although our primary focus is to invest in~~interest rate terms. These directly originated transactions ~~and opportunistic investments,~~include participation in ~~certain circumstances we will also invest in the broadly syndicated loan and high yield markets. Broadly syndicated loans and bonds are generally more liquid than our directly~~other originated ~~investments and provide~~transactions where there may be third parties involved, or a complement to our less liquid strategies. In addition, and because we typically receive more attractive financing terms on these positions than we do on our less liquid assets, we are able to leverage the broadly syndicated portion of our portfolio in suchbank acting as an intermediary, for a ~~way that maximizes the levered return potential of our portfolio.~~closely held club, or similar transactions.

Our portfolio is comprised primarily of investments in senior secured loans and second lien secured loans of private middle market U.S. companies and, to a lesser extent, subordinated loans of private U.S. companies. Although we do not expect a significant portion of our portfolio to be comprised of subordinated loans, there is no limit on the amount of such loans in which we may invest. We may purchase interests in loans or make other debt investments, including investments in senior secured bonds, through secondary market transactions in the“over-the-counter” market or directly from our target companies as primary market or directly originated investments. In connection with our debt investments, we may on occasion receive equity interests such as warrants or options as additional consideration. We may also purchase or otherwise acquire interests in the form of common or preferred equity or equity-related securities, such as rights and warrants that may be converted into or exchanged for common stock or other equity or the cash value of common stock or other equity, in our target companies, generally in conjunction with one of our debt investments, including through the restructuring of such investments, or through aco-investment with a financial sponsor, such as an institutional investor or private equity firm. In addition, a portion of our portfolio may be comprised of corporate bonds, ~~CLOs,~~structured products, other debt securities and derivatives, including total return swaps and credit default swaps. FBThe Advisor will seek to tailor our investment focus as market conditions evolve. Depending on market conditions, we may increase or decrease our exposure to less senior portions of the capital structure or otherwise make opportunistic ~~investments.~~investments, such as where the market price of loans, bonds or other securities reflects a lower valuation than deemed warranted by the Advisor’s fundamental analysis, which may occur due to general dislocations in the markets, a misunderstanding by the market of a particular company or an industry being out of favor with the broader investment community and may include event driven investments, anchor orders and structured products.

The senior secured loans, second lien secured loans and senior secured bonds in which we invest generally have stated terms of three to seven years and subordinated debt investments that we make generally have stated terms of up to ten years, but the expected average life of such securities is generally between three and seven years. However, there is no limit on the maturity or duration of any security in our portfolio. Our debt investments may be rated by a ~~nationally recognized statistical rating organization~~NRSRO and, in such case, generally will carry a rating below investment grade (rated lower than “Baa3” by Moody’s ~~Investors Service, Inc.~~ or lower than“BBB-” by ~~Standard & Poor’s Ratings Services)~~S&P). We also invest innon-rated debt securities.

Corporate Capital Trust, Inc. Acquisition

On December 19, 2018, we completed the Merger. Pursuant to the Merger Agreement, CCT was first merged with and into Merger Sub, with CCT as the surviving corporation, and, immediately following such merger, CCT was then merged with and into the Company, with the Company as the surviving company. In accordance with the terms of the Merger Agreement, at the time of the transactions contemplated by the Merger Agreement, each outstanding share of CCT common stock was converted into the right to receive 2.3552 shares of our common stock. As a result, we issued an aggregate of approximately 292,324,670 shares of our common stock to former CCT stockholders. Following the consummation of the Merger, we entered into the investment advisory agreement, which replaced the prior investment advisory agreement.

Revenues

The principal measure of our financial performance is net increase in net assets resulting from operations, which includes net investment income, net realized gain or loss on investments, net realized gain or loss on foreign currency, net unrealized appreciation or depreciation on investments and net unrealized gain or loss on foreign currency. Net investment income is the difference between our income from interest, dividends, fees and other investment income and our operating and other expenses. Net realized gain or loss on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost, including the respective realized gain or loss on foreign currency for those foreign denominated investment transactions. Net realized gain or loss on foreign currency is the portion of realized gain or loss attributable to foreign currency fluctuations. Net unrealized appreciation or depreciation on investments is the net change in the fair value of our investment portfolio, including the respective unrealized gain or loss on foreign currency for those foreign denominated investments. Net unrealized gain or loss on foreign currency is the net change in the value of receivables or accruals due to the impact of foreign currency fluctuations.

We principally generate revenues in the form of interest income on the debt investments we hold. In addition, we generate revenues in the form ofnon-recurring commitment, closing, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance, consulting fees, prepayment fees and performance-based fees. ~~Any such fees generated in connection with our investments will be recognized as earned.~~ We may also generate revenues in the form of dividends and other distributions on the equity or other securities we hold.

Expenses

Our primary operating expenses include the payment of management and incentive fees and other expenses under the investment advisory agreement and the administration agreement, interest expense from financing ~~facilities~~arrangements and other

indebtedness, and other expenses necessary for our operations. The management and incentive fees compensate FBthe Advisor for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments. ~~FB Advisor is responsible for compensating our investmentsub-adviser.~~

FBThe Advisor oversees ourday-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities, and other administrative services. FBThe Advisor also performs, or oversees the performance of, our corporate operations and required administrative services, which includes being responsible for the financial records that we are required to maintain and preparing reports for our stockholders and reports filed with the SEC. In addition, FBthe Advisor assists us in calculating our net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to our stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.

Pursuant to the administration agreement, we reimburse FBthe Advisor for expenses necessary to perform services related to our administration and operations, including FBthe Advisor’s allocable portion of the compensation and related expenses of certain personnel of FS Investments and KKR Credit providing administrative services to us on behalf of FBthe Advisor. We reimburse FBthe Advisor no less than quarterly for all costs and expenses incurred by FBthe Advisor in performing its obligations and providing personnel and facilities under the administration agreement. FBThe Advisor allocates the cost of such services to us based on factors such as total assets, revenues, time allocations and/or other reasonable metrics. Our board of directors reviews the methodology employed in determining how the expenses are allocated to us and the proposed allocation of administrative expenses among us and certain affiliates of FBthe Advisor. Our board of directors then assesses the reasonableness of such reimbursements for expenses allocated to us based on the breadth, depth and quality of such services as compared to the estimated cost to us of obtaining similar services from third-party service providers known to be available. In addition, our board of directors considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, our board of directors compares the total amount paid to FBthe Advisor for such services as a percentage of our net assets to the same ratio as reported by other comparable BDCs.

We bear all other expenses of our operations and transactions, including all other expenses incurred by FBthe Advisor ~~GDFM or us in connection with administering our business, including expenses incurred by FB Advisor or GDFM~~ in performing ~~administrative~~ services for us and administrative personnel paid by ~~FB Advisor or GDFM. For additional information regarding these expenses, see our annual report on Form10-K~~ ~~for the year ended December 31, 2016.~~FS Investments and KKR Credit.

In addition, we have contracted with State Street Bank and Trust Company to provide various accounting and administrative services, including, but not limited to, preparing preliminary financial information for review by FBthe Advisor, preparing and monitoring expense budgets, maintaining accounting and corporate books and records, processing trade information provided by us and performing testing with respect to RIC compliance.

Portfolio Investment Activity for the Three and Nine Months Ended September 30, ~~2017~~2019 and for the Year Ended December 31, ~~2016~~2018

Total Portfolio Activity

The following tables present certain selected information regarding our portfolio investment activity for the three and nine months ended September 30, ~~2017:~~2019:

Net Investment Activity
   For the Three Months Ended
September 30, 2017    For the Nine Months Ended
September 30, 2017
Purchases
   $ 183,384    $ 1,021,755
Sales and Repayments
   (225,483 )    (900,360 )




Net Portfolio Activity
   $ (42,099 )    $ 121,395


Net Investment Activity	For the Three Months Ended September 30, 2019			For the Nine Months Ended September 30, 2019
Purchases	$	698		$	1,760
Sales and Repayments		(723	)		(1,925	)

Net Portfolio Activity	$	(25	)	$	(165	)


	For the Three Months Ended September 30, 2017				For the Nine Months Ended September 30, 2017				For the Three Months Ended September 30, 2019					For the Nine Months Ended September 30, 2019
New Investment Activity by Asset Class	Purchases		Percentage		Purchases		Percentage		Purchases		Percentage			Purchases		Percentage
Senior Secured Loans—First Lien	$	179,637		98%	$	754,203		74%	$	371		53.1	%	$	1,048		59.5	%
Senior Secured Loans—Second Lien		3,483		2%		62,269		6%		99		14.2	%		237		13.5	%
Senior Secured Bonds		—		—		60,819		6%
Other Senior Secured Debt										—		—			32		1.8	%
Subordinated Debt		—		—		117,572		11%		—		—			73		4.2	%
Collateralized Securities		264		0%		279		0%
Asset Based Finance										97		13.9	%		235		13.4	%
Strategic Credit Opportunities Partners, LLC										131		18.8	%		131		7.4	%
Equity/Other		—		—		26,613		3%		—		—			4		0.2	%

Total	$	183,384		100%	$	1,021,755		100%	$	698		100.0	%	$	1,760		100.0	%

The following table summarizes the composition of our investment portfolio at cost and fair value as of September 30, ~~2017~~2019 and December 31, ~~2016:~~2018:


	September 30, 2017 (Unaudited)						December 31, 2016						September 30, 2019 (Unaudited)							December 31, 2018
	Amortized Cost⁽¹⁾		Fair Value		Percentage of Portfolio		Amortized Cost⁽¹⁾		Fair Value		Percentage of Portfolio		Amortized Cost⁽¹⁾		Fair Value		Percentage of Portfolio			Amortized Cost⁽¹⁾		Fair Value		Percentage of Portfolio
Senior Secured Loans—First Lien	$	2,366,950	$	2,372,705		61%	$	1,992,159	$	1,935,441		52%	$	3,783	$	3,663		50.8	%	$	4,105	$	4,001		54.2	%
Senior Secured Loans—Second Lien		213,822		191,494		5%		619,892		599,155		16%		1,276		1,225		17.0	%		1,171		1,118		15.1	%
Senior Secured Bonds		189,292		198,702		5%		205,657		159,470		4%
Other Senior Secured Debt														329		274		3.8	%		386		336		4.6	%
Subordinated Debt		553,331		555,785		14%		498,080		454,045		12%		469		392		5.4	%		495		429		5.8	%
Collateralized Securities		48,471		57,509		1%		59,225		72,058		2%
Asset Based Finance														717		703		9.7	%		686		667		9.0	%
Strategic Credit Opportunities Partners, LLC														425		426		5.9	%		294		299		4.0	%
Equity/Other		400,973		535,204		14%		368,927		506,647		14%		587		535		7.4	%		619		537		7.3	%

Total	$	3,772,839	$	3,911,399		100%	$	3,743,940	$	3,726,816		100%	$	7,586	$	7,218		100.0	%	$	7,756	$	7,387		100.0	%

(1)	Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.

The following table presents certain selected information regarding the composition of our investment portfolio as of September 30, ~~2017~~2019 and December 31, ~~2016:~~2018:

             September 30, 2017                     December 31, 2016
Number of Portfolio Companies
   104 102
% Variable Rate (based on fair value)
   65.3% 67.0%
% Fixed Rate (based on fair value)
   21.0% 19.4%
% Income Producing Equity/Other Investments (based on fair value)
   2.7% 2.7%
%Non-Income Producing Equity/Other Investments (based on fair value)
   11.0% 10.9%
Average Annual EBITDA of Portfolio Companies
   $91,700 $100,000
Weighted Average Purchase Price of Debt Investments (as a % of par)
   97.5% 98.6%
% of Investments onNon-Accrual (based on fair value)
   0.3% 0.2%
Gross Portfolio Yield Prior to Leverage (based on amortized cost)
   9.4% 9.1%
Gross Portfolio Yield Prior to Leverage (based on amortized
cost)—ExcludingNon-Income Producing Assets
   10.3% 10.1%


	September 30, 2019			December 31, 2018
Number of Portfolio Companies		201			204
% Variable Rate Debt Investments (based on fair value)⁽¹⁾⁽²⁾		66.1	%		68.1	%
% Fixed Rate Debt Investments (based on fair value)⁽¹⁾⁽²⁾		15.2	%		16.5	%
% Other Income Producing Investments (based on fair value)⁽³⁾		10.8	%		6.8	%
%Non-Income Producing Investments (based on fair value)⁽²⁾		6.2	%		7.6	%
% of Investments onNon-Accrual (based on fair value)		1.7	%		1.0	%
Weighted Average Annual Yield on Accruing Debt Investments⁽²⁾⁽⁴⁾		10.1	%		10.8	%
Weighted Average Annual Yield on All Debt Investments⁽⁵⁾		9.6	%		10.2	%

(1)	“Debt Investments” means investments that pay or are expected to pay a stated interest rate, stated dividend rate or other similar stated return.

(2)	Does not include investments onnon-accrual status.

(3)	“Other Income Producing Investments” means investments that pay or are expected to pay interest, dividends or other income to the Company on an ongoing basis but do not have a stated interest rate, stated dividend rate or other similar stated return.

(4)

The Weighted Average Annual Yield on Accruing Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each accruing Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each accruing Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period.

(5)

The Weighted Average Annual Yield on All Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period.

For the nine months ended September 30, ~~2017,~~2019, our total return based on net asset value was ~~7.33%~~7.53% and our total return based on market value was ~~(11.80)%~~23.52%. For the year ended December 31, ~~2016,~~2018, our total return based on net asset value was ~~13.19%~~(6.56)% and our total return based on market value was ~~25.91%~~(20.15)%.

Our estimated gross portfolio yield may be higher than an investor’s yield on an investment in shares of our common stock. Our estimated gross portfolio yield does not reflect operating expenses that may be incurred by us. In addition, our estimated gross portfolio yield and total return figures disclosed above do not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of our common stock. Our estimated gross portfolio yield and total return based on net asset value do not represent actual investment returns to stockholders. Our estimated gross portfolio yield and total return figures are subject to change and, in the future, may be greater or less than the rates set forth above. See the section entitled “Item 1A. Risk Factors” in our annual report on Form~~10-K~~ ~~for the year ended December 31, 2016 for a discussion of the~~

~~uncertainties, risks and assumptions associated with these statements.~~ See footnotes 57 and 68 to the table included in Note 1011 to our unaudited consolidated financial statements included herein for information regarding the calculation of our total return based on net asset value and total return based on market value, respectively.

Direct Originations

~~The following tables present certain selected information regarding our direct originations for the three and nine months ended September 30, 2017:~~

New Direct Originations
For the Three Months Ended
September 30, 2017 For the Nine Months Ended
September 30, 2017
Total Commitments (including unfunded commitments)
$ 199,157 $ 825,648
Exited Investments (including partial paydowns)
(169,035 ) (709,383 )

Net Direct Originations
$ 30,122 $ 116,265

For the Three Months Ended
September 30, 2017 For the Nine Months Ended
September 30, 2017
New Direct Originations by Asset Class (including unfunded commitments)
Commitment
Amount Percentage Commitment
Amount Percentage
Senior Secured Loans—First Lien
$ 168,824 85% $ 709,389 86%
Senior Secured Loans—Second Lien
3,333 2% 8,113 1%
Senior Secured Bonds
— —    7,031 1%
Subordinated Debt
27,000 13% 92,000 11%
Collateralized Securities
— —    — —
Equity/Other
— —    9,115 1%

Total
$         199,157             100% $             825,648             100%

   For the Three
Months Ended
September 30, 2017    For the
Nine Months
Ended
September 30, 2017
Average New Direct Origination Commitment Amount
   $49,789    $28,471
Weighted Average Maturity for New Direct Originations
   5/5/23    2/27/23
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of New Direct Originations Funded during Period
   9.6%    9.7%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of New Direct Originations Funded during Period—ExcludingNon-Income Producing Assets
   9.6%    9.8%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Exited during Period
   12.0%    9.9%

The following table presents certain selected information regarding our direct originations as of September 30, ~~2017~~2019 and December 31, ~~2016:~~2018:

Characteristics of All Direct Originations held in Portfolio
   September 30, 2017    December 31, 2016
Number of Portfolio Companies
   74    67
Average Annual EBITDA of Portfolio Companies
   $70,700    $64,600
Average Leverage Through Tranche of Portfolio Companies—Excluding Equity/Other and Collateralized Securities
   4.8x    4.8x
% of Investments onNon-Accrual
   —    0.1%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations
   9.3%    9.1%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations—ExcludingNon-Income Producing Assets
   10.2%    10.1%


Characteristics of All Direct Originations held in Portfolio	September 30, 2019	December 31, 2018
Number of Portfolio Companies	129	129
% of Investments onNon-Accrual (based on fair value)	1.8%	1.0%
Total Cost of Direct Originations	$6,700.2	$6,808.3
Total Fair Value of Direct Originations	$6,377.9	$6,509.7
% of Total Investments, at Fair Value	88.4%	88.1%
Weighted Average Annual Yield on Accruing Debt Investments⁽¹⁾	10.1%	10.9%
Weighted Average Annual Yield on All Debt Investments⁽²⁾	9.7%	10.3%

(1)

(2)

Portfolio Composition by ~~Strategy~~Industry Classification

The table below summarizes the composition of our investment portfolio by strategy and enumerates the percentage, by fair value, of the total portfolio assets in such strategies as of September 30, 2017 and December 31, 2016:

   September 30, 2017    December 31, 2016
Portfolio Composition by Strategy
   Fair
Value    Percentage of
Portfolio    Fair
Value    Percentage of
Portfolio
Direct Originations
   $ 3,507,097    90%    $ 3,264,395    88%
Opportunistic
   360,516    9%    352,937    9%
Broadly Syndicated/Other
   43,786    1%    109,484    3%








Total
   $         3,911,399            100%    $         3,726,816                100%

See Note 6 to our unaudited consolidated financial statements included herein for additional information regarding the composition of our investment portfolio by industry classification.

Portfolio Asset Quality

In addition to various risk management and monitoring tools, FBthe Advisor uses an investment rating system to characterize and monitor the expected level of returns on each investment in our portfolio. FBThe Advisor uses an investment rating scale of 1 to 5.4. The following is a description of the conditions associated with each investment rating:


Investment Rating		Summary Description
1		~~Investment exceeding expectations and/~~Performing investment—generally executing in accordance with plan and there are no concerns about the portfolio company’s performance or ~~capital gain expected.~~ability to meet covenant requirements.

2		Performing ~~investment generally executing~~investment—no concern about repayment of both interest and our cost basis but company’s recent performance or trends in ~~accordance with~~ the ~~portfolio company’s business plan—full return of principal and interest expected.~~

3		~~Performing investment requiring~~industry require closer monitoring.

43		Underperforming investment—some loss of interest or dividend possible, but still expecting a positive return on investment.

54		Underperforming ~~investment with expected loss~~investment—concerns about the recoverability of ~~interest and some principal.~~principal or interest.

The following table shows the distribution of our investments on the 1 to 54 investment rating scale at fair value as of September 30, ~~2017~~2019 and December 31, ~~2016:~~2018:


	September 30, 2017				December 31, 2016				September 30, 2019					December 31, 2018
Investment Rating	Fair Value		Percentage of Portfolio		Fair Value		Percentage of Portfolio		Fair Value		Percentage of Portfolio			Fair Value		Percentage of Portfolio
1	$	444,424		11%	$	383,790		10%	$	4,053		56	%	$	3,888		53	%
2		3,204,381		82%		3,049,433		82%		2,596		36	%		3,102		42	%
3		212,817		6%		242,608		7%		391		5	%		220		3	%
4		—		—		—		—		178		3	%		177		2	%
5		49,777		1%		50,985		1%

Total	$	3,911,399		100%	$	3,726,816		100%	$	7,218		100	%	$	7,387		100	%

The amount of the portfolio in each grading category may vary substantially from period to period resulting primarily from changes in the composition of the portfolio as a result of new investment, repayment and exit activities. In addition, changes in the grade of investments may be made to reflect our expectation of performance and changes in investment values.

Results of Operations

Comparison of the Three and Nine Months Ended September 30, ~~2017~~2019 and September 30, ~~2016~~2018

Revenues

Our investment income for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 was as follows:


	Three Months Ended September 30,										Three Months Ended September 30,										Nine Months Ended September 30,
	2017					2016					2019					2018					2019					2018
	Amount		Percentage of Total Income			Amount		Percentage of Total Income			Amount		Percentage of Total Income			Amount		Percentage of Total Income			Amount		Percentage of Total Income			Amount		Percentage of Total Income
Interest income	$	86,763		84	%	$	88,520		88	%	$	163		81.9	%	$	75		78.9	%	$	477		80.4	%	$	234		80.1	%
Paid-in-kind interest income		10,670		10	%		7,823		8	%		11		5.5	%		15		15.8	%		39		6.6	%		40		13.7	%
Fee income		6,237		6	%		4,214		4	%		7		3.5	%		4		4.2	%		26		4.4	%		10		3.4	%
Dividend income		21		0	%		—		—			18		9.1	%		1		1.1	%		51		8.6	%		8		2.8	%

Total investment income⁽¹⁾	$	103,691		100	%	$	100,557		100	%	$	199		100.0	%	$	95		100.0	%	$	593		100.0	%	$	292		100.0	%

(1)

Such revenues represent ~~$91,979~~$185 and ~~$91,012~~$79 of cash income earned as well as ~~$11,712~~$14 and ~~$9,545~~$16 innon-cash portions relating to accretion of discount and PIK interest for the three months ended September 30, ~~2017~~2019 and ~~2016,~~2018, respectively, and represent $543 and $248 of cash income earned as well as $50 and $44 innon-cash portions relating to accretion of discount and PIK interest for the nine months ended September 30, 2019 and 2018, respectively. Cash flows related to suchnon-cash revenues may not occur for a number of reporting periods or years after such revenues are recognized.

The decrease in interest income during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 was primarily due to recent prepayments of higher-yielding assets during the three months ended September 30, 2017. The level of interest income we receive is generally related to the balance of income-producing investments, multiplied by the weighted average yield of our investments.

The increase in PIK interest income during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 was due primarily to the restructuring of several investments with PIK interest during the nine months ended September 30, 2017.

Fee income is transaction based, and typically consists of amendment and consent fees, prepayment fees, structuring fees and othernon-recurring fees. As such, fee income is generally dependent on new direct origination investments and the occurrence of events at existing portfolio companies resulting in such fees.

The increase in interest, PIK and fee income during the three and nine months ended September 30, ~~2017~~2019 compared to the three and nine months ended September 30, ~~2016 was~~2018 can primarily ~~due~~be attributed to ~~prepayments of certain~~the increase in assets resulting from the Merger. The increase in dividend income during the three and nine months ended September 30, ~~2017.~~2019 compared to the three and nine months ended September 30, 2018 can primarily be attributed to dividends paid in respect to our investment in Strategic Credit Opportunities Partners, LLC.

Expenses

Our operating expenses for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 were as follows:


	Three Months Ended September 30,				Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016		2019		2018			2019		2018
Management fees	$	18,038	$	17,872	$	28	$	14		$	85	$	47
Subordinated income incentive fees⁽¹⁾		12,662		12,250		8		—			57		23
Administrative services expenses		750		750		4		1			7		3
Accounting and administrative fees		254		243		0		1			1		1
Interest expense		19,885		18,283		42		21			126		62
Directors’ fees		277		277		1		0			1		1
Expenses associated with our independent audit and related fees		114		123		0		0			0		0
Legal fees		147		205		0		1			1		1
Printing fees		300		553		1		0			1		1
Stock transfer agent fees		45		30		0		0			0		0
Other		571		968		0		1			3		3

Total operating expenses	$	53,043	$	51,554	$	84	$	39		$	282	$	142
Management fee waiver						—		(0	)		—		(3	)

Total net expenses					$	84	$	39		$	282	$	139

The following table reflects selected expense ratios as a percent of average net assets for the three and nine months ended September 30, 2019 and 2018:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Ratio of operating expenses to average net assets		2.06	%		1.81	%		6.88	%		6.39	%
Ratio of management fee waiver to average net assets⁽¹⁾		—			—	%		—			(0.13	)%

Ratio of net operating expenses to average net assets		2.06	%		1.81	%		6.88	%		6.26	%
Ratio of incentive fees and interest expense to average net assets⁽¹⁾		1.22	%		0.97	%		4.47	%		3.81	%

Ratio of net operating expenses, excluding certain expenses, to average net assets		0.84	%		0.84	%		2.41	%		2.45	%

(1)

~~See Note 2~~

Ratio data may be rounded in order to ~~our unaudited consolidated financial statements included herein for additional information regarding~~recompute the ~~calculation~~ending ratio of ~~incentive fees.~~net operating expenses to average net assets or net operating expenses, excluding certain expenses, to average net assets.

During the three months ended September 30, 2017 and 2016, the ratio of our expenses to our average net assets was 2.32% and 2.29%, respectively. Our ratio of expenses to our average net assets during the three months ended September 30, 2017 and 2016 includes $19,885 and $18,283, respectively, related to interest expense and $12,662 and $12,250, respectively, related to accruals for incentive fees. Without such expenses, our ratio of expenses to average net assets would have been 0.90% and 0.93% for the three months ended September 30, 2017 and 2016, respectively. Incentive fees and interest expense, among other things, may increase or decrease our expense ratios relative to comparative periods depending on portfolio performance and changes in amounts outstanding under our financing arrangements and benchmark interest rates such as LIBOR, among other factors.

Net Investment Income

Our net investment income totaled ~~$50,648~~$115 ($~~0.21~~0.22 per share) and ~~$49,003~~$56 ($~~0.20~~0.23 per share) for the three months ended September 30, ~~2017~~2019 and ~~2016,~~2018, respectively. The increase in net investment income ~~can be attributed primarily to higher fee income on account of increased origination and prepayment activity~~ during the three months ended September 30, ~~2017.~~

~~Net Realized Gains or Losses~~

~~We sold investments and received principal repayments of $41,655 and $183,828, respectively, during~~2019 compared to the three months ended September 30, ~~2017,~~2018 can be primarily attributed to the increase in assets resulting from ~~which we realized a~~the Merger.

Our net ~~loss of $18,216 as a result of~~investment income totaled $311 ($0.60 per share) and $153 ($0.63 per share) for the ~~disposition of certain portfolio investments. We also realized a net loss of $19 from settlements on foreign currency during the three~~nine months ended September 30, ~~2017. We sold investments~~2019 and ~~received principal repayments of $99,282 and $191,482, respectively,~~2018, respectively. The increase in net investment income during the ~~three~~nine months ended September 30, ~~2016, from which we realized a net gain of $2,337. We also realized a net gain of $86 from settlements on foreign currency during~~2019 compared to the ~~three~~nine months ended September 30, ~~2016.~~2018 can primarily be attributed to the increase in assets resulting from the Merger.

Net Realized Gains or Losses

Our net realized gains (losses) on investments and foreign currency for the three and nine months ended September 30, 2019 and 2018 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019			2018
Net realized gain (loss) on investments⁽¹⁾	$	17	$	23	$	(60	)	$	50
Net realized gain (loss) on swap contracts		—		—		(10	)		—
Net realized gain (loss) on foreign currency		4		6		9			6

Total net realized gain (loss)	$	21	$	29	$	(61	)	$	56

(1)

We sold investments and received principal repayments, respectively, of $292 and $431 during the three months ended September 30, 2019 and $133 and $90 during the three months ended September 30, 2018. We sold investments and received principal repayments, respectively, of $716 and $1,209 during the nine months ended September 30, 2019 and $302 and $487 during the nine months ended September 30, 2018.

Net Change in Unrealized Appreciation (Depreciation) ~~on Investments and Secured Borrowing and Unrealized Gain (Loss) on Foreign Currency~~

~~For the three months ended September 30, 2017, the~~Our net change in unrealized appreciation (depreciation) on investments and ~~secured borrowing totaled $54,182 and the net change in~~ unrealized gain (loss) on foreign currency ~~totaled $(1,197). For~~for the three and nine months ended September 30, ~~2016,~~2019 and 2018 were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019		2018
Net change in unrealized appreciation (depreciation) on investments	$	(76	)	$	(90	)	$	1	$	(234	)
Net change in unrealized appreciation (depreciation) on swap contracts		1			—			15		—
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts		7			—			6		—
Net change in unrealized gain (loss) on foreign currency		3			(7	)		1		(5	)

Total net change in unrealized appreciation (depreciation)	$	(65	)	$	(97	)	$	23	$	(239	)

During the three and nine months ended September 30, 2019, the net change in unrealized appreciation (depreciation) ~~on investments~~was driven primarily by mark to market declines in certain equity and ~~secured borrowing totaled $63,897 and the net change in unrealized gain (loss) on foreign currency totaled $(954).~~debt investments.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended September 30, ~~2017,~~2019, the net increase in net assets resulting from operations was ~~$85,398~~$71 ($~~0.35~~0.14 per share) compared to a net ~~increase~~decrease in net assets resulting from operations of ~~$114,369~~$12 ($~~0.47~~0.05 per share) during the three months ended September 30, ~~2016.~~

~~Comparison of the Nine Months Ended September 30, 2017 and 2016~~

~~Revenues~~

~~Our investment income for the nine months ended September 30, 2017 and 2016 was as follows:~~

   Nine Months Ended September 30,
   2017    2016
   Amount    Percentage of
Total Income    Amount    Percentage of
Total Income
Interest income
   $ 244,007    79%    $ 268,507    86%
Paid-in-kind interest income
   29,078    9%    23,276    7%
Fee income
   35,344    12%    21,824    7%
Dividend income
   21    0%    224    0%








Total investment income⁽¹⁾
   $             308,450                100%    $             313,831                100%

~~(1)~~

~~Such revenues represent $275,583 and $284,334 of cash income earned as well as $32,867 and $29,497 innon-cash~~ ~~portions relating to accretion of discount and PIK interest, for the nine months ended September 30, 2017 and 2016, respectively. Cash flows related to suchnon-cash~~ ~~revenues may not occur for a number of reporting periods or years after such revenues are recognized.~~

The decrease in interest income during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 was primarily due to recent prepayments of higher-yielding assets during the nine months ended September 30, 2017. The level of interest income we receive is generally related to the balance of income-producing investments, multiplied by the weighted average yield of our investments.

The increase in PIK interest income during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 was due primarily to the restructuring of several investments with PIK interest during the nine months ended September 30, 2017.

~~Fee income is transaction-based, and typically consists of prepayment fees, structuring fees, amendment and consent fees and othernon-recurring~~ fees. As such, fee income is generally dependent on new direct origination investments and the occurrence of prepayments and other events at existing portfolio companies resulting in such fees. The increase in fee income during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 was primarily due to prepayments of certain assets and the restructuring of several portfolio companies during the three months ended September 30, 2017.

~~Expenses~~

~~Our operating expenses for the nine months ended September 30, 2017 and 2016 were as follows:~~

   Nine Months Ended September 30,
   2017    2016
Management fees
   $ 54,772    $ 53,258
Subordinated income incentive fees⁽¹⁾
   37,426    38,945
Administrative services expenses
   2,226    2,846
Accounting and administrative fees
   774    706
Interest expense
   58,941    55,241
Directors’ fees
   822    780
Expenses associated with our independent audit and related fees
   337    367
Legal fees
   411    900
Printing fees
   698    1,249
Stock transfer agent fees
   104    149
Other
   2,241    3,609




Total
   $             158,752    $             158,050

~~(1)~~

~~See Note 2 to our unaudited consolidated financial statements included herein for additional information regarding the calculation of incentive fees.~~

~~Other expenses during the nine months ended September 30, 2016 include $938 of breakage fees associated with the partial paydown of the JPM Facility.~~

During the nine months ended September 30, 2017 and 2016, the ratio of our expenses to our average net assets was 6.91% and 7.17%, respectively. Our ratio of expenses to our average net assets during the nine months ended September 30, 2017 and 2016 includes $58,941 and $55,241, respectively, related to interest expense and $37,426 and $38,945, respectively, related to accruals for incentive fees. Without such expenses, our ratio of expenses to average net assets would have been 2.72% and 2.89% for the nine months ended September 30, 2017 and 2016, respectively. Incentive fees and interest expense, among other things, may increase or decrease our expense ratios relative to comparative periods depending on portfolio performance and changes in amounts outstanding under our financing arrangements and benchmark interest rates such as LIBOR, among other factors. The lower ratio of expenses to average net assets, excluding incentive fees and interest expense, during the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016, can primarily be attributed to a decrease in legal fees, printing fees and administrative services fees during the nine months ended September 30, 2017 and loan breakage fees associated with the partial paydown of the JPM Facility during the nine months ended September 30, 2016.

~~Net Investment Income~~

Our net investment income totaled $149,698 ($0.61 per share) and $155,781 ($0.64 per share) for the nine months ended September 30, 2017 and 2016, respectively. The decrease in net investment income can be attributed to the reduction in investment income during the nine months ended September 30, 2017.

~~Net Realized Gains or Losses~~

We sold investments and received principal repayments of $259,525 and $640,835, respectively, during the nine months ended September 30, 2017, from which we realized a net loss of $133,384. We also realized a net gain of $165 from settlements on foreign currency during the nine months ended September 30, 2017. We sold investments and received principal repayments of $369,844 and $503,087, respectively, during the nine months ended September 30, 2016, from which we realized a net loss of $19,090. We also realized a net gain of $264 from settlements on foreign currency during the nine months ended September 30, 2016.

~~Net Change in Unrealized Appreciation (Depreciation) on Investments and Secured Borrowing and Unrealized Gain (Loss) on Foreign Currency~~2018.

For the nine months ended September 30, 2017, the net change in unrealized appreciation (depreciation) on investments and secured borrowing totaled $155,677 and the net change in unrealized gain (loss) on foreign currency totaled $(4,923). For the nine months ended September 30, 2016, the net change in unrealized appreciation (depreciation) on investments and secured borrowing totaled $106,740 and the net change in unrealized gain (loss) on foreign currency totaled $(1,266).

~~Net Increase (Decrease) in Net Assets Resulting from Operations~~

~~For the nine months ended September 30, 2017,~~2019, the net increase in net assets resulting from operations was ~~$167,233~~$273 ($~~0.68~~0.52 per share), compared to a net ~~increase~~decrease in net assets resulting from operations of ~~$242,429~~$30 ($~~1.00~~0.12 per share) during the nine months ended September 30, ~~2016.~~2018.

Financial Condition, Liquidity and Capital Resources

Overview

As of September 30, ~~2017,~~2019, we had ~~$178,991~~$126 in cash and foreign currency, which we or our wholly-owned financing subsidiaries held in custodial accounts, and ~~$261,369~~$1,245 in borrowings available under our financing arrangements, subject to borrowing base and other limitations. As of September 30, ~~2017,~~2019, we also had broadly syndicated investments and opportunistic investments that could be sold to create additional liquidity. As of September 30, ~~2017,~~2019, we had ~~twenty~~ unfunded debt investments with aggregate unfunded commitments of ~~$176,450, one~~$271.1, unfunded ~~commitment to purchase up to $295 in shares~~equity/other commitments of ~~preferred stock~~$270.2 and ~~one~~ unfunded ~~commitment to purchase up to $16 in shares~~commitments of ~~common stock.~~$450.8 of Strategic Credit Opportunities Partners, LLC. We maintain sufficient cash on hand, available borrowings and liquid securities to fund such unfunded commitments should the need arise.

We currently generate cash primarily from cash flows from fees, interest and dividends earned from our investments, as well as principal repayments and proceeds from sales of our investments. To seek to enhance our returns, we also employ leverage as market conditions permit and at the discretion of FBthe Advisor, but in no event will leverage employed exceed ~~50% of~~ the ~~value of our assets, as required~~maximum amount permitted by the 1940 Act. Prior to June 14, 2019, in accordance with the 1940 Act, we were allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, was at least 200% after such borrowing. Effective June 15, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of September 30, 2019, the aggregate amount outstanding of the senior securities issued by us was $3.5 billion. As of September 30, 2019, our asset coverage was 214%. See “—Financing Arrangements.”

Prior to investing in securities of portfolio companies, we invest the cash received from fees, interest and dividends earned from our investments and principal repayments and proceeds from sales of our investments primarily in cash, cash equivalents, including money market funds, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, consistent with our BDC election and our election to be taxed as a RIC.

Financing Arrangements

The following table presents summary information with respect to our outstanding financing arrangements as of September 30, ~~2017:~~2019:


										As of September 30, 2019 (Unaudited)
Arrangement	Type of Arrangement	Rate		Amount Outstanding			Amount Available		Maturity Date	Type of Arrangement	Rate	Amount Outstanding			Amount Available		Maturity Date
Hamilton Street Credit Facility⁽¹⁾	Revolving Credit Facility		L+2.50%	$	150,000		$	—	December 15, 2021
ING Credit Facility⁽¹⁾	Revolving Credit Facility		L+2.25%		66,131	⁽²⁾		261,369	March 16, 2021
CCT Tokyo Funding Credit Facility⁽¹⁾										Revolving Credit Facility	L+1.75% - 2.00%⁽²⁾	$	150		$	150	December 2, 2022
Locust Street Credit Facility⁽¹⁾	Term Loan Credit Facility		L+2.68%		425,000			—	November 1, 2020	Term Loan Credit Facility	L+2.50%		400			—	September 28, 2022
4.000% Notes due 2019	Unsecured Notes		4.00%		400,000			—	July 15, 2019
Senior Secured Revolving Credit Facility⁽¹⁾										Revolving Credit Facility	L+1.75% - 2.00%⁽³⁾		1,120	⁽⁴⁾		1,095	August 9, 2023
4.250% Notes due 2020(5)	Unsecured Notes		4.25%		405,000			—	January 15, 2020	Unsecured Notes	4.25%		405			—	January 15, 2020
4.750% Notes due 2022(5)	Unsecured Notes		4.75%		275,000			—	May 15, 2022	Unsecured Notes	4.75%		450			—	May 15, 2022
Partial Loan Sale	Secured Borrowing		L+4.50% (1% floor)		2,857			—	July 29, 2022
5.000% Notes due 2022⁽⁵⁾										Unsecured Notes	5.00%		245			—	June 28, 2022
4.625% Notes due 2024⁽⁵⁾										Unsecured Notes	4.63%		400			—	July 15, 2024
2019-1 Notes⁽¹⁾										Collateralized Loan Obligation	L+1.70% - 2.50%⁽⁶⁾		352			—	July 15, 2030

Total				$	1,723,988		$	261,369				$	3,522		$	1,245

(1)	The carrying amount outstanding under the facility approximates its fair value.

(2)	The spread over LIBOR is determined by reference to the amount outstanding under the facility.

(3)	The spread over LIBOR is determined by reference to the ratio of the value of the borrowing base to the aggregate amount of certain outstanding indebtedness of the Company.

(4)

Amount includes borrowing in Euros, Canadian dollars, pound sterling and ~~Canadian~~Australian dollars. Euro balance outstanding of ~~€41,780~~€68 has been converted to U.S. dollars at an exchange rate of €1.00 to ~~$1.18~~$1.09 as of September 30, ~~2017~~2019 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD ~~$20,987~~$89 has been converted to U.S dollars at an exchange rate of CAD $1.00 to ~~$0.80~~$0.76 as of September 30, ~~2017~~2019 to reflect total amount outstanding in U.S. dollars. Pound sterling balance outstanding of £57 has been converted to U.S dollars at an exchange rate of £1.00 to $1.23 as of September 30, 2019 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of A$103 has been converted to U.S dollars at an exchange rate of A$1.00 to $0.67 as of September 30, 2019 to reflect total amount outstanding in U.S. dollars.

(5)	As of September 30, 2019, the fair value of the 4.250% notes, the 4.750% notes, the 5.000% notes and the 4.625% notes was approximately $406, $462, $245 and $411, respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.

(6)	As of September 30, 2019, there were $299.4 ofClass A-1 notes outstanding at L+1.70% and $52.3 ofClass A-2 notes outstanding at L+2.50%.

See Note 89 to our unaudited consolidated financial statements included herein for additional information regarding our financing arrangements.

RIC Status and Distributions

We have elected to be subject to tax as a RIC under Subchapter M of the Code. In order to qualify for RIC tax treatment, we must, among other things, make distributions of an amount at least equal to 90% of our investment company taxable income, determined without regard to any deduction for distributions paid, each tax year. As long as the distributions are declared by the later of the fifteenth day of the ninth month following the close of a tax year or the due date of the tax return for such tax year, including extensions, distributions paid up to twelve months after the current tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. We intend to make sufficient distributions to our stockholders to qualify for and maintain our RIC tax status each tax year. We are also subject to a 4% nondeductible federal excise taxes on certain undistributed income unless we make distributions in a timely manner to our stockholders generally of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain net income, which is the excess of capital gains in excess of capital losses, or “capital gain net income” (adjusted for certain ordinary losses), for theone-year period ending October 31 of that calendar year and (3) any net ordinary income and capital gain net income for the preceding years that were not distributed during such years and on which we paid no U.S. federal income tax. Any distribution declared by us during October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following calendar year, will be treated as if it had been paid by us, as well as received by our ~~U.S.~~ stockholders, on December 31 of the calendar year in which the distribution was declared. We can offer no assurance that we will achieve results that will permit us to pay any cash distributions. If we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

Subject to applicable legal restrictions and the sole discretion of our board of directors, we intend to authorize, declare and pay regular cash distributions on a quarterly basis. We will calculate each stockholder’s specific distribution amount for the period using record and declaration dates and each stockholder’s distributions will begin to accrue on the date that shares of our common stock are issued to such stockholder. From time to time, we may also pay special interim distributions in the form of cash or shares of our common stock at the discretion of our board of directors. ~~The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of our board of directors.~~

During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a stockholder’s investment rather than a return of earnings or gains derived from our investment activities. Each year a statement on Form1099-DIV identifying the sources of the distributions will be mailed to our stockholders. No portion of the distributions paid during the nine months ended September 30, ~~2017~~2019 or ~~2016~~2018 represented a return of capital.

We intend to continue to make our regular distributions in the form of cash, out of assets legally available for distribution, except for those stockholders who receive their distributions in the form of shares of our common stock under the DRP. Any distributions reinvested under the plan will nevertheless remain taxable to a U.S. stockholder.

The following table reflects the cash distributions per share that we have declared on our common stock during the nine months ended September 30, ~~2017~~2019 and ~~2016:~~2018:

   Distribution
For the Three Months Ended
   Per Share    Amount
Fiscal 2016

March 31, 2016
   $ 0.22275    $ 54,093
June 30, 2016
   0.22275    54,238
September 30, 2016
   0.22275    54,236




Total
   $             0.66825    $             162,567




Fiscal 2017

March 31, 2017
   $ 0.22275    $ 54,485
June 30, 2017
   0.22275    54,607
September 30, 2017
   0.22275    54,733




Total
   $ 0.66825    $ 163,825


	Distribution
For the Three Months Ended	Per Share		Amount
Fiscal 2018
March 31, 2018	$	0.19000	$	47
June 30, 2018		0.19000		46
September 30, 2018		0.19000		45

Total	$	0.57000	$	138

Fiscal 2019
March 31, 2019	$	0.19000	$	100
June 30, 2019		0.19000		99
September 30, 2019		0.19000		98

Total	$	0.57000	$	297

See Note 5 to our unaudited consolidated financial statements included herein for additional information regarding our distributions, including a reconciliation of our GAAP-basis net investment income to ourtax-basis net investment income for the nine months ended September 30, ~~2017~~2019 and ~~2016.~~2018.

Critical Accounting Policies

Our financial statements are prepared in conformity with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. In preparing the financial statements, management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. As we execute our operating plans, we will describe additional critical accounting policies in the notes to our future financial statements in addition to those discussed below.

Valuation of Portfolio Investments

We determine the net asset value of our investment portfolio each quarter. Securities are valued at fair value as determined in good faith by our board of directors. In connection with that determination, FBthe Advisor provides our board of directors with portfolio company valuations which are based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by independent third-party valuation services.

Accounting Standards Codification Topic 820,Fair Value Measurements and Disclosure, or ASC Topic 820, issued by the ~~FASB,~~Financial Accounting Standards Board, clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC Topic 820 defines fair value as

the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

With respect to investments for which market quotations are not readily available, we undertake a multi-step valuation process each quarter, as described below:

our quarterly fair valuation process begins with ~~FB Advisor’s management team~~the Advisor reviewing and documenting valuations of each portfolio company or investment, which valuations ~~may be~~are obtained from an independent third-party valuation service, ~~if applicable;~~and provide a valuation range;

~~FB Advisor’s management team~~

the Advisor then provides the valuation committee with ~~the preliminary valuations~~its valuation recommendation for each portfolio company or ~~investment;~~investment, along with supporting materials;

preliminary valuations are then discussed with the valuation committee;

our valuation committee reviews the preliminary valuations and ~~FB Advisor’s management team,~~the Advisor, together with our independent third-party valuation services, if applicable, supplement the preliminary valuations to reflect any comments provided by the valuation committee;

following its review, the valuation committee will recommend that our board of directors approve our fair valuations; and

our board of directors discusses the valuations and determines the fair value of each such investment in our portfolio in good faith based on various statistical and other factors, including the input and recommendation of FBthe Advisor, the valuation committee and any independent third-party valuation services, if applicable.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on our consolidated financial statements. In making its determination of fair value, our board of directors may use any approved independent third-party pricing or valuation services. However, our board of directors is not required to determine fair value in accordance with the valuation provided by any single source, and may use any relevant data, including information obtained from FBthe Advisor or any approved independent third-party valuation or pricing service that our board of directors deems to be reliable in determining fair value under the circumstances. Below is a description of factors that ~~FB Advisor’s management team,~~the Advisor, any approved independent third-party valuation services and our board of directors may consider when determining the fair value of our investments.

Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, we may incorporate these factors into discounted cash flow models to arrive at fair value. Other factors that may be considered include the borrower’s ability to adequately service its debt, the fair market value of the borrower in relation to the face amount of its outstanding debt and the quality of collateral securing our debt investments.

For convertible debt securities, fair value generally approximates the fair value of the debt plus the fair value of an option to purchase the underlying security (i.e., the security into which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.

Our equity interests in portfolio companies for which there is no liquid public market are valued at fair value. Our board of directors, in its determination of fair value, may consider various factors, such as multiples of EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a portfolio company or our actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners or acquisition, recapitalization, restructuring or other related items.

~~FB Advisor’s management team,~~The Advisor, any approved independent third-party valuation services and our board of directors may also consider private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors,

valuations implied by third-party investments in the portfolio companies or industry practices in determining fair value. ~~FB Advisor’s management team,~~The Advisor, any approved independent third-party valuation services and our board of directors may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, and may apply discounts or premiums, where and as appropriate, due to the higher (or lower) financial risk and/or the smaller size of portfolio companies relative to comparable firms, as well as such other factors as our board of directors, in consultation with ~~FB Advisor’s management team~~the Advisor and any approved independent third-party valuation services, if applicable, may consider relevant in assessing fair value. Generally, the value of our equity interests in public companies for which market quotations are readily available is based upon the most recent closing public market price. Portfolio securities that carry certain restrictions on sale are typically valued at a discount from the public market value of the security.

When we receive warrants or other equity securities at nominal or no additional cost in connection with an investment in a debt security, the cost basis in the investment will be allocated between the debt securities and any such warrants or other equity securities received at the time of origination. Our board of directors subsequently values these warrants or other equity securities received at their fair value.

The fair values of our investments are determined in good faith by our board of directors. Our board of directors is ~~solely~~ responsible for the valuation of our portfolio investments at fair value as determined in good faith pursuant to our valuation policy and consistently applied valuation process. Our board of directors has delegatedday-to-day responsibility for implementing our valuation policy to ~~FB Advisor’s management team,~~the Advisor, and has authorized ~~FB Advisor’s management team~~the Advisor to utilize independent third-party valuation and pricing services that have been approved by our board of directors. The valuation committee is responsible for overseeing FBthe Advisor’s implementation of the valuation process.

See Note 78 to our unaudited consolidated financial statements included herein for additional information regarding the fair value of our financial instruments.

Revenue Recognition

Security transactions are accounted for on the trade date. We record interest income on an accrual basis to the extent that we expect to collect such amounts. We record dividend income on theex-dividend date. Distributions received from limited liability company (“LLC”) and limited partnership (“LP”) investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. We do not accrue as a receivable interest or dividends on loans and securities if we have reason to doubt our ability to collect such income. Our policy is to place investments onnon-accrual status when there is reasonable doubt that interest income will be collected. We consider many factors relevant to an investment when placing it on or removing it fromnon-accrual status including, but not limited to, the delinquency status of the investment, economic and business conditions, the overall financial condition of the underlying investment, the value of the underlying collateral, bankruptcy status, if any, and any other facts or circumstances relevant to the investment. If there is reasonable doubt that we will receive any previously accrued interest, then the interest income will bewritten-off. Payments received onnon-accrual investments may be recognized as income or applied to principal depending upon the collectability of the remaining principal and interest.Non-accrual investments may be restored to accrual status when principal and interest become current and are likely to remain current based on our judgment.

Loan origination fees, original issue discount and market discount are capitalized and we amortize such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. ~~Structuring~~For the nine months ended September 30, 2019, we recognized $11 in structuring fee revenue under the new revenue recognition guidance and ~~othernon-recurring~~ ~~upfront fees are recorded as~~included such revenue in the fee income ~~when earned.~~line item on our consolidated statement of operations. We record prepayment premiums on loans and securities as fee income when we earn such amounts.

Net Realized Gains or Losses, Net Change in Unrealized Appreciation or Depreciation and Net Change in Unrealized Gains or Losses on Foreign Currency

Gains or losses on the sale of investments are calculated by using the specific identification method. We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses when gains or losses are realized. Net change in unrealized gains or losses on foreign currency reflects the change in the value of receivables or accruals during the reporting period due to the impact of foreign currency fluctuations.

We follow the guidance in ASC Topic 860 when accounting for loan participations and other partial loan sales. This guidance requires a participation or other partial loan sale to meet the definition of a participating interest, as defined in the

guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain on our consolidated balance sheets and the proceeds are recorded as a secured borrowing until the participation or other partial loan sale meets the definition. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value.

Uncertainty in Income Taxes

We evaluate our tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax benefits or liabilities in our consolidated financial statements. Recognition of a tax benefit or liability with respect to an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. We recognize interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in our consolidated statements of operations. During the nine months ended September 30, ~~2017~~2019 and ~~2016,~~2018, we did not incur any interest or penalties.

Derivative Instruments

Our derivative instruments include foreign currency forward contracts and cross currency swaps. We recognize all derivative instruments as assets or liabilities at fair value in our consolidated financial statements. Derivative contracts entered into by us are not designated as hedging instruments, and as a result, we present changes in fair value through net change in

unrealized appreciation (depreciation) on derivative instruments in the consolidated statements of operations. Realized gains and losses that occur upon the cash settlement of the derivative instruments are included in net realized gains (losses) on derivative instruments in the consolidated statements of operations.

See Note 2 to our unaudited consolidated financial statements included herein for additional information regarding our significant accounting policies.

Contractual Obligations

We have entered into agreements with FBthe Advisor to provide us with investment advisory and administrative services. Payments for investment advisory services under the investment advisory agreement are equal to (a) an annual base management fee based on the average weekly value of our gross assets (excluding cash and cash equivalents) and (b) an incentive fee based on our performance. FBThe Advisor ~~and to the extent it~~ is ~~required to provide such services, GDFM, are~~ reimbursed for administrative expenses incurred on our behalf. See Note 4 to our unaudited consolidated financial statements included herein ~~and “—Related Party Transactions—Compensation of the Investment Adviser”~~ for a discussion of these agreements and for the amount of fees and expenses accrued under these agreements during the nine months ended September 30, ~~2017~~2019 and ~~2016.~~2018.

A summary of our significant contractual payment obligations for the repayment of outstanding indebtedness at September 30, ~~2017~~2019 is as follows:

   Payments Due By Period
   Total    Less than 1 year    1-3 years    3-5 years    More than 5 years
Hamilton Street Credit Facility⁽¹⁾
   $         150,000    —    —    $         150,000    —
ING Credit Facility⁽²⁾
   $ 66,131    —    —    $ 66,131    —
Locust Street Credit Facility⁽³⁾
   $ 425,000    —    —    $ 425,000    —
4.000% Notes due 2019⁽⁴⁾
   $ 400,000    —    $         400,000    —    —
4.250% Notes due 2020⁽⁵⁾
   $ 405,000    —    $         405,000    —    —
4.750% Notes due 2022⁽⁶⁾
   $ 275,000    —    —    $ 275,000    —
Partial Loan Sale⁽⁷⁾
   $ 2,857    —    —    $ 2,857    —


		Payments Due By Period
	Maturity Date⁽¹⁾	Total	Less than 1 year		1-3 years		3-5 years	More than 5 years
CCT Tokyo Funding Credit Facility⁽²⁾	December 2, 2022	$150		—		—	$150	—
Locust Street Funding Credit Facility⁽³⁾	September 28, 2022	$400		—	$	400	—	—
Senior Secured Revolving Credit Facility⁽⁴⁾	August 9, 2023	$1,120		—		—	$1,120	—
4.250% Notes due 2020	January 15, 2020	$405	$	405		—	—	—
4.750% Notes due 2022	May 15, 2022	$450		—	$	450	—	—
5.000% Notes due 2022	June 28, 2022	$245		—	$	245	—	—
4.625% Notes due 2024	July 15, 2024	$400		—		—	$400	—
2019-1 Notes	July 15, 2030	$352		—		—	—	$352

(1)	~~At September 30, 2017, no amounts remained unused under the Hamilton Street credit facility~~

~~(2)~~

~~At September 30, 2017, $261,369 remained unused under the ING credit facility.~~ Amounts outstanding under the ~~ING credit facility~~financing arrangements will mature, and all accrued and unpaid interest thereunder will be due and payable, on ~~March 16, 2021.~~the maturity date.

(2)	At September 30, 2019, $150 remained unused under the financing arrangement.

(3)	At September 30, 2019, $0 remained unused under the financing arrangement.

(4)

At September 30, 2019, $1,095 remained unused under the Senior Secured Revolving Credit Facility. Amount includes borrowing in Euros, Canadian dollars, pound sterling and ~~Canadian~~Australian dollars. Euro balance outstanding of ~~€41,780~~€68 has been converted to U.S. dollars at an exchange rate of €1.00 to ~~$1.18~~$1.09 as of September 30, ~~2017~~2019 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD ~~$20,987~~$89 has been converted to U.S dollars at an exchange rate of CAD $1.00 to ~~$0.80~~$0.76 as of September 30, ~~2017~~2019 to reflect total amount outstanding in U.S. dollars. Pound sterling balance outstanding of £57 has been converted to U.S dollars at an exchange rate of £1.00 to $1.23 as of September 30, 2019 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of A$103 has been converted to U.S dollars at an exchange rate of A$1.00 to $0.67 as of September 30, 2019 to reflect total amount outstanding in U.S. dollars.

~~(3)~~

~~At September 30, 2017, no amounts remained unused under the Locust Street credit facility.~~

~~(4)~~

~~All amounts will mature, and all accrued and unpaid interest thereunder will be due and payable, on July 15, 2019.~~

~~(5)~~

~~All amounts will mature, and all accrued and unpaid interest thereunder will be due and payable, on January 15, 2020.~~

~~(6)~~

~~All amounts will mature, and all accrued and unpaid interest thereunder will be due and payable, on May 15, 2022.~~

~~(7)~~

~~All amounts will mature, and all accrued and unpaid interest thereunder will be due and payable, on July 29, 2022.~~

Off-Balance Sheet Arrangements

We currently have nooff-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.

~~Related Party Transactions~~

~~Compensation of the Investment Adviser~~

Pursuant to the investment advisory agreement, FB Advisor is entitled to an annual base management fee equal to 1.75% of the average value of our gross assets and an incentive fee based on our performance. The investment~~sub-advisory~~ agreement provides that GDFM will receive 50% of all management and incentive fees payable to FB Advisor under the investment advisory agreement with respect to each year. Pursuant to the administration agreement, we also reimburse FB Advisor and GDFM for expenses necessary to perform services related to our administration and operations, including FB Advisor’s allocable portion of the compensation and related expenses of certain personnel of FS Investments providing administrative services to us on behalf of FB Advisor.

See Note 4 to our unaudited consolidated financial statements included herein for additional information regarding our agreements with FB Advisor and our other related party transactions and relationships, including our potential conflicts of interest, exemptive relief order and our trademark license agreement with FS Investments.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. As of September 30, ~~2017, 65.3%~~2019, 66.1% of our portfolio investments (based on fair value) ~~paid~~were debt investments paying variable interest rates ~~21.0% paid~~and 15.2% were debt investments paying fixed interest rates ~~2.7%~~while 10.8% were other income producing ~~equity or other~~investments, 6.2% consisted ofnon-income producing investments, and the remaining ~~11.0%~~1.7% consisted of investments on~~non-income~~non-accrual ~~producing equity or other investments.~~status. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to any variable rate investments we hold and to declines in the value of any fixed rate investments we hold. However, many of our variable rate investments provide for an interest rate floor, which may prevent our interest income from increasing until benchmark interest rates increase beyond a threshold amount. To the extent that a substantial portion of our investments may be in variable rate investments, an increase in interest rates beyond this threshold would make it easier for us to meet or exceed the hurdle rate applicable to the subordinated incentive fee on income, and may result in a substantial increase in our net investment income and to the amount of incentive fees payable to FBthe Advisor with respect to our increasedpre-incentive fee net investment income.

Pursuant to the terms of the ~~Hamilton Street credit facility, ING credit facility,~~CCT Tokyo Funding Credit Facility, Locust Street ~~credit facility~~Funding Credit Facility, Senior Secured Revolving Credit Facility and ~~secured borrowing arrangement,~~the2019-1 Notes, we borrow at a floating rate based on a benchmark interest rate. Under the ~~indenture~~indentures governing ~~the 4.000% notes,~~ the 4.250% notes, the 4.750% notes, the 5.000% notes and the ~~4.750%~~4.625% notes, we pay interest to the holders of such notes at a fixed rate. To the extent that any present or future credit facilities or other financing arrangements that we or any of our subsidiaries enter into are based on a floating interest rate, we will be subject to risks relating to changes in market interest rates. In periods of rising interest rates when we or our subsidiaries have such debt outstanding, or financing arrangements in effect, our interest expense would increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments.

The following table shows the effect over a twelve month period of changes in interest rates on our interest income, interest expense and net interest income, assuming no changes in the composition of our investment portfolio, including the accrual status of our investments, and our financing arrangements in effect as of September 30, ~~2017~~2019 (dollar amounts are presented in ~~thousands)~~millions):


Basis Point Change in Interest Rates	Increase (Decrease) in Interest Income⁽¹⁾			Increase (Decrease) in Interest Expense			Increase (Decrease) in Net Interest Income			Percentage Change in Net Interest Income			Increase (Decrease) in Interest Income⁽¹⁾			Increase (Decrease) in Interest Expense			Increase (Decrease) in Net Interest Income			Percentage Change in Net Interest Income
Down 100 basis points	$	(8,436	)	$	(5,808	)	$	(2,628	)		(0.9	)%	$	(46	)	$	(22	)	$	(24	)		(5.1	)%
No change		—			—			—			—			—			—			—			—
Up 100 basis points	$	24,613		$	5,808		$	18,805			6.7	%		48			22			26			5.4	%
Up 300 basis points	$	75,794		$	17,424		$	58,370			20.8	%		146			67			79			16.6	%
Up 500 basis points	$	126,994		$	29,039		$	97,955			34.9	%		245			111			134			27.9	%

(1)	Assumes no defaults or prepayments by portfolio companies over the next twelve months.

We expect that our long-term investments will be financed primarily with equity and debt. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. During the nine months ended September 30, ~~2017~~2019 and ~~2016,~~2018, we did not engage in interest rate hedging activities.

Foreign Currency Risk

From time to time, we may make investments that are denominated in a foreign currency that are subject to the effects of exchange rate movements between the foreign currency of each such investment and the U.S. dollar, which may affect future fair values and cash flows, as well as amounts translated into U.S. dollars for inclusion in our consolidated financial statements.

The table below presents the effect that a 10% immediate, unfavorable change in the foreign currency exchange rates (i.e. strengthening of the U.S. dollar) would have on the fair value of our investments denominated in foreign currencies as of September 30, 2019, by foreign currency, all other valuation assumptions remaining constant. In addition, the table below presents the par value of our investments denominated in foreign currencies and the notional amount of foreign currency forward contracts in local currency in place as of September 30, 2019 to hedge against foreign currency risks.


	Investments Denominated in Foreign Currencies As of September 30, 2019								Economic Hedging As of September 30, 2019
	Cost in Local Currency		Cost in US$		Fair Value		Reduction in Fair Value as of September 30, 2019 if 10% Adverse Change in Exchange Rate⁽¹⁾		Net Foreign Currency Hedge Amount in Local Currency		Net Foreign Currency Hedge Amount in U.S. Dollars
Australian Dollars	A$	11.1	$	7.5	$	1.1	$	0.1		—	$	—
British Pound Sterling	£	87.8		108.0		107.5		10.8	£	19.4		26.2
Canadian Dollars	C$	72.0		54.4		55.4		5.5		—		—
Euros	€	353.3		385.3		289.2		28.9	€	103.3		118.9
Swedish Kronor	kr	148.5		15.1		1.6		0.2		—		—

Total			$	570.3	$	454.8	$	45.6			$	145.1

(1)	Excludes effect, if any, of any foreign currency hedges.

As illustrated in the table above, we use derivative instruments from time to time, including foreign currency forward contracts and cross currency swaps, to manage the impact of fluctuations in foreign currency exchange rates. In addition, we have the ability to borrow in foreign currencies under our Senior Secured Revolving Credit Facility, which provides a natural hedge with regard to changes in exchange rates between the foreign currencies and U.S. dollar and reduces our exposure to foreign exchange rate differences. We are typically a net receiver of these foreign currencies as related for our international investment positions, and, as a result, our investments denominated in foreign currencies, to the extent not hedged, benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar.

As of September 30, 2019, the net contractual amount of our foreign currency forward contracts and cross currency swaps totaled $145.1, all of which related to hedging of our foreign currency denominated debt investments. As of September 30, 2019, we had outstanding borrowings denominated in foreign currencies of €68, CAD $89, £57 and A$103 under our Senior Secured Revolving Credit Facility.

In addition, we may have risk regarding portfolio valuation. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Valuation of Portfolio Investments.”

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, ~~2017.~~2019.

Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we would meet our disclosure obligations.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules13a-15(f)or 15d-15(f) of the Exchange Act) that occurred during the three month period ended September 30, ~~2017~~2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material adverse effect upon our financial condition or results of operations.

Item 1A.

Risk Factors.

There have been no material changes from the risk factors set forth in our annual report onForm10-K for ~~for~~ the year ended December 31, ~~2016.~~2018.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

In December 2018, the Company’s board of directors authorized a stock repurchase program. Under the program, the Company is permitted to repurchase up to $200 in the aggregate of its outstanding common stock in the open market at prices below the then-current net asset value per share. The ~~table below provides information concerning purchases~~timing, manner, price and amount of ~~our~~any share repurchases will be determined by the Company, based upon the evaluation of economic and market conditions, the Company’s stock price, applicable legal and regulatory requirements and other factors. The program will be in effect through December 19, 2019, unless extended, or until the aggregate repurchase amount that has been approved by the Company’s board of directors has been expended. The program may be suspended, extended, modified or discontinued at any time.

During the nine months ended September 30, 2019, the Company repurchased 19,216,367 shares of common stock ~~by or on behalf~~pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $6.11 (totaling $118). During the period from October 1, 2019 to November 6, 2019, the Company ~~or any “affiliated purchaser,”~~repurchased 3,189,687 shares of common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $5.78 (totaling $18).

Repurchases of our common stock under our stock repurchase program for the periods below were as ~~defined by Rule10b-18(a)(3)~~ ~~promulgated under the Exchange Act during the quarterly period ended September 30, 2017. Dollar~~follows (dollar amounts in the table below ~~and the related notes~~ are presented in ~~thousands,~~millions, except for share and per share ~~amounts.~~amounts).

Period
   Total Number of
Shares Purchased    Average Price
Paid per Share    Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs⁽¹⁾    Maximum Number (or
Approximate Dollar
Value) of Shares that May
Yet Be Purchased Under
the Plans or Programs⁽²⁾
July 1 to July 31, 2017
   —    —    —    $ 635
August 1 to August 31, 2017
               10,047    $ 8.3963                        10,047    $ 550
September 1 to September 30, 2017
   —    —    —    $                             550







   10,047    $         8.3963    10,047


Period	Total Number of Shares Purchased		Average Price Paid per Share⁽¹⁾		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2019 through July 31, 2019		1,443,194	$	6.0505		1,443,194	$	121
August 1, 2019 through August 31, 2019		1,507,242		5.7381		1,507,242		112
September 1, 2019 through September 30, 2019		5,056,107		5.8878		5,056,107		83

		8,006,543	$	5.8890		8,006,543

(1)

~~On June 6, 2017, FS Investments entered into a written trading plan in accordance with Rule10b5-1~~ ~~and Rule10b-18~~ promulgated under the Exchange Act, or the FSH Trading Plan, to facilitate the purchase of shares of our common stock pursuant to the terms and conditions of such plan. The FSH Trading Plan became effective on July 1, 2017 and expired on September 30, 2017.

~~(2)~~

~~The approximate dollar value of shares that could be purchased under the FSH Trading Plan during the applicable period does not reflect any brokerage~~

Amount includes commissions ~~associated with shares that have not yet been purchased.~~paid.

Item 3.

Defaults upon Senior Securities.

Not applicable.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

Not applicable.

Item 6.

Exhibits


2.1		Agreement and Plan of Merger, by and among FS Investment Corporation, IC Acquisition, Inc., Corporate Capital Trust, Inc. and FS/KKR Advisor, LLC, dated as of July 22, 2018.(Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form8-K filed on July 23, 2018.)

3.1		Second Articles of Amendment and Restatement of FS Investment Corporation.(Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K filed on April 16, 2014.)

3.2		Articles of Amendment of FS Investment Corporation.(Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K filed on December 3, 2018.)

3.3		Articles of Amendment of FS Investment Corporation.(Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K filed on December 19, 2018.)

3.4		Second Amended and Restated Bylaws of FS Investment Corporation.(Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form8-K filed on April 16, 2014.)

3.5		Amendment No. 1 to the Second Amended and Restated Bylaws of FS Investment Corporation.(Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K filed on July 23, 2018.)

4.1		Distribution Reinvestment Plan, effective as of June 2, 2014.(Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form8-K filed on May 23, 2014.)

4.2		Indenture, dated as of July 14, 2014, by and between the Company and U.S. Bank National Association, as trustee.(Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form10-Q for the quarterly period ended June 30, 2014 filed on August 14, 2014.)

4.3		First Supplemental Indenture, dated as of July 14, 2014, relating to the 4.000% Notes due 2019, by and between the Company and U.S. Bank National Association, as trustee.(Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form8-K filed on July 15, 2014.)

4.4		Form of 4.000% Notes due 2019.(Included as Exhibit A in the First Supplemental Indenture in Exhibit 4.3) ~~(Incorporated~~(Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form8-K filed on July 15, 2014.)

4.5		Second Supplemental Indenture, dated as of December 3, 2014, relating to the 4.250% Notes due 2020, by and between the Company and U.S. Bank National Association, as trustee.(Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form8-K filed on December 3, 2014.)

4.6		Form of 4.250% Notes due 2020.(Included as Exhibit A in the Second Supplemental Indenture in Exhibit 4.5) (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form8-K filed on December 3, 2014.)

4.7		Third Supplemental Indenture, dated as of April 30, 2015, relating to the 4.750% Notes due 2022, by and between the Company and U.S. Bank National Association, as trustee.(Incorporated by reference to Exhibit 4.1 to the ~~Registrant’s~~Company’s Current Report on Form8-K filed on April 30, 2015.)

4.8		Form of 4.750% Notes due 2022. ~~(Included~~(Included as Exhibit A to the Third Supplemental Indenture in Exhibit 4.7)~~(Incorporated~~ (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form8-K filed on April 30, 2015.)

~~10.1~~ 4.9		~~Amended and Restated Investment Advisory Agreement,~~Fourth Supplemental Indenture, dated as of July ~~17, 2014,~~15, 2019, relating to the 4.625% Notes due 2024, by and between ~~FS Investment Corporation~~the Company and ~~FB Income Advisor, LLC.~~U.S. Bank National Association, as trustee.(Incorporated by reference to Exhibit ~~10.1~~4.1 to the Company’s Current Report on Form8-K filed on July ~~22, 2014.~~15, 2019.)

4.10		Form of 4.625% Notes due 2024. (Included as Exhibit A to the Third Supplemental Indenture in Exhibit 4.7) (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form8-K filed on July 15, 2019.)

4.11		Indenture, dated June 28, 2017, by and between The Bank of New York Mellon Trust Company, N.A. and Corporate Capital Trust, Inc.(Incorporated by reference to Exhibit 4.1 to Corporate Capital Trust Inc.’s Current Report onForm 8-K filed on July 5, 2017.)

4.12		Form of 5.00% Notes due 2022.(Included as Exhibit A to the Indenture in Exhibit 4.9) (Incorporated by reference to Exhibit 4.1 to Corporate Capital Trust Inc.’s Current Report onForm 8-K filed on July 5, 2017.)

10.1		Investment Advisory Agreement, dated as of December 20, 2018, by and between FS KKR Capital Corp. and FS/KKR Advisor, LLC.(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form8-K filed on December 28, 2018.)



10.2		Administration Agreement, dated as of April ~~16, 2014,~~9, 2018, by and between FS Investment Corporation and ~~FB Income~~FS/KKR Advisor, LLC.(Incorporated by reference to Exhibit 10.2 to the ~~Company’s~~Registrant’s Current Report on Form8-K filed on April ~~16, 2014.~~9, 2018.)

10.3		~~InvestmentSub-advisory~~ ~~Agreement, dated as of April 3, 2008, by and between FB Income Advisor, LLC and GSO / Blackstone Debt Funds Management LLC.~~~~(Incorporated by reference to Exhibit (g)(2) filed with Amendment No. 2 to the Company’s registration statement on FormN-2~~ ~~(FileNo. 333-149374)~~ ~~filed on June 19, 2008.)~~

~~10.4~~		Custodian Agreement, dated as of November 14, 2011, by and between the Company and State Street Bank and Trust Company.(Incorporated by reference to Exhibit 10.9 filed with the Company’s Quarterly Report on Form10-Q for the quarterly period ended September 30, 2011 filed on November 14, 2011.)

~~10.5~~10.4		Amended and Restated ~~Indenture,~~Loan and Security Agreement, dated as of ~~September 26, 2012,~~March 4, 2019, by and between Locust Street Funding LLC, ~~and Citibank, N.A., as trustee.~~~~(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8-K~~ ~~filed on October 1, 2012.)~~

~~10.6~~		~~Supplemental Indenture No. 1, dated as of April 23, 2013, by and between Locust Street Funding LLC and Citibank, N.A., as trustee.~~~~(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K~~ ~~filed on April 26, 2013.)~~

~~10.7~~		~~Locust Street Funding LLC Class A Floating Rate Secured Note, due 2021.~~~~(Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form8-K~~ ~~filed on February 21, 2012.)~~

~~10.8~~		~~Locust Street Funding LLC Class A Floating Rate Secured Note, due 2023.~~~~(Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form8-K~~ ~~filed on October 1, 2012.)~~



~~10.9~~		~~Locust Street Funding LLC Class A Floating Rate Secured Note, due 2024.~~~~(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8-K~~ ~~filed on April 26, 2013.)~~

~~10.10~~		~~TBMA/ISMA 2000 Amended and Restated Global Master Repurchase Agreement, by and between~~ JPMorgan Chase Bank, N.A., ~~London Branch and Race Street Funding LLC, together with the related Annex and Amended and Restated Confirmation thereto, each dated as of April 23, 2013.~~~~(Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form8-K~~ ~~filed on April 26, 2013.)~~

~~10.11~~		~~Amended and Restated Confirmation, dated as of February 15, 2012, by and between Race Street Funding LLC and JPMorgan Chase Bank, N.A., London Branch.~~~~(Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form8-K~~ ~~filed on February 21, 2012.)~~

~~10.12~~		Loan Agreement, dated as of November 1, 2016, among Locust Street Funding LLC, JPMorgan Chase Bank, National Association, as lender and Administrative Agent, Citibank, N.A., as Collateral Agent and Securities Intermediary, and Virtus Group, LP, as Collateral Administrator.~~(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K~~ ~~filed on November 2, 2016.)~~

~~10.13~~		~~Senior Secured Revolving Credit Agreement, dated as of April 3, 2014, by and among FS Investment Corporation, ING Capital LLC, as administrative agent, and~~ the lenders party ~~thereto.~~~~(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K~~ ~~filed on April 4, 2014.)~~

~~10.14~~		~~Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of March 16, 2017, among FS Investment Corporation, the several banks~~thereto, and ~~other financial institutions or entities from time to time party thereto, ING Capital LLC, as administrative agent, and certain subsidiary guarantors.~~Wells Fargo Bank, National Association.(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed on March ~~20, 2017.~~8, 2019.)

~~10.15~~10.5		~~Guarantee, Pledge and Security~~Senior Secured Revolving Credit Agreement, dated as of ~~April 3, 2014, by and~~August 9, 2018, among Corporate Capital Trust, Inc., FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III, each other person designated as a “borrower” thereunder pursuant to section 9.19 thereof, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and ING Capital LLC, as ~~revolving administrative agent and~~ collateral ~~agent, the subsidiary guarantors party thereto and each financing agent and designated indebtedness holder party thereto.~~agent.(Incorporated by reference to Exhibit ~~10.2 to the Company’s Current Report on Form8-K~~ ~~filed on April 4, 2014.)~~

~~10.16~~		~~Second Amended and Restated Control Agreement, dated as of April 8, 2016, by and among FS Investment Corporation, ING Capital LLC, as collateral agent, and State Street Bank and Trust Company.~~~~(Incorporated by reference to Exhibit 10.45~~10.21 to the Company’s Quarterly Report on Form10-Q ~~for the quarterly period ended March 31, 2016~~ filed on ~~May 9, 2016.~~August 8, 2018.)

~~10.17~~10.6		Commitment Increase Agreement, dated as of November 8, 2018, among BNP Paribas, Corporate Capital Trust, Inc., FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III, JPMorgan Chase Bank, N.A., Bank of Montreal, Suntrust Bank, and ING Capital LLC.(Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form10-K filed on February 28, 2019.)

10.7		Commitment Increase Agreement, dated as of November 8, 2018, among U.S. Bank National Association, Corporate Capital Trust, Inc., FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III, JPMorgan Chase Bank, N.A., Bank of Montreal, Suntrust Bank, and ING Capital LLC.(Incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form10-K filed on February 28, 2019.)

10.8		Loan and ~~Security~~Servicing Agreement, dated as of December ~~15, 2016,~~2, 2015, among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc. and Sumitomo Mitsui Banking Corporation.(Incorporated by reference to Exhibit 10.42 to Corporate Capital Trust, Inc.’s Annual Report on Form10-K filed on March 21, 2016.)

10.9		First Amendment to Loan and Servicing Agreement, dated September 20, 2017, by an among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc. and Sumitomo Mitsui Banking Corporation.(Incorporated by reference to Exhibit 10.3 to Corporate Capital Trust, Inc.’s Quarterly Report on Form10-Q filed on November 9, 2017.)

10.10		Second Amendment to Loan and Servicing Agreement, dated as of November 28, 2017, by and among ~~Hamilton Street~~CCT Tokyo Funding LLC, Corporate Capital Trust, Inc. and Sumitomo Mitsui Banking Corporation.(Incorporated by reference to Exhibit 10.1 to Corporate Capital Trust Inc.’s Current Report on Form8-K filed on November 28, 2017.)

10.11		Fourth Amendment to Loan and Servicing Agreement, dated as ~~borrower, each~~ of November 30, 2018, by and among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc., and Sumitomo Mitsui Banking Corporation.(Incorporated by reference to Exhibit 10.18 to the ~~lenders from time to time party thereto, each of the lender agents from time to time party thereto, HSBC Bank USA, National Association, as administrative agent,~~Company’s Annual Report on Form10-K filed on February 28, 2019.)

10.12		Indenture, dated June 25, 2019, by and ~~U.S.~~between FS KKR MM CLO 1 LLC and US Bank National Association ~~as collateral agent, account bank and custodian.~~~~(Incorporated~~(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed on ~~December 19, 2016.~~July 1, 2019.)

~~10.18~~		~~Trademark License Agreement, dated as of April 16, 2014, by and between FS Investment Corporation and Franklin Square Holdings, L.P.~~~~(Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form8-K~~ ~~filed on April 16, 2014.)~~

31.1*		Certification of Chief Executive Officer pursuant to Rule13a-14 of the Securities Exchange Act of 1934, as amended.

31.2*		Certification of Chief Financial Officer pursuant to Rule13a-14 of the Securities Exchange Act of 1934, as amended.

32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized on November ~~9, 2017.~~7, 2019.


FS ~~INVESTMENT CORPORATION~~KKR CAPITAL CORP.

By:		/s/ ~~Michael~~MICHAEL C. ~~Forman~~FORMAN
		Michael C. Forman Chief Executive Officer (Principal Executive Officer)

By:		/s/ ~~William Goebel~~WILLIAM GOEBEL
		William Goebel Chief Financial Officer (Principal Financial and Accounting Officer)

6989


Portfolio Company	Fair Value at December 31, 2016		Transfers In or Out		Purchases and Paid-in- kind Interest		Sales and Repayments			Accretion of Discount		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Fair Value at September 30, 2017		Interest Income⁽⁴⁾			PIK Income⁽⁴⁾		Fee Income⁽⁴⁾
Senior Secured Loans—First Lien
ASG Technologies Group, Inc.	$	54,766	$	—	$	11,832	$	(65,789	)	$	49	$	295	$	(1,153	)	$	—	$	3,203		$	356	$	—
Aspect Software, Inc.⁽¹⁾⁽²⁾		—		634		536		(178	)		—		—		(3	)		989		61			—		17
Aspect Software, Inc.⁽²⁾		—		697		—		(13	)		—		—		—			684		59			—		3
Aspect Software, Inc.⁽³⁾		—		—		—		—			—		—		—			—		—			—		12
Senior Secured Loans—Second Lien
ASG Technologies Group, Inc.		23,872		—		—		(24,611	)		549		5,529		(5,339	)		—		2,286			—		1,231
Logan’s Roadhouse, Inc.		15,415		—		5,115		—			23		—		(6,078	)		14,475		(3	)		1,499		—
Senior Secured Bonds
Advanced Lighting Technologies, Inc.		—		32,222		—		—			—		—		4,593			36,815		3,667			—		—
Mood Media Corp.		—		21,568		—		—			—		—		—			21,568		780			—		—
Subordinated Debt
Mood Media Corp.⁽²⁾		—		5,689		—		(6,460	)		44		727		—			—		432			—		—
Equity/Other
Advanced Lighting Technologies, Inc., Preferred Equity		—		—		—		—			—		—		285			285		—			—		—
ASG Everglades Holdings, Inc., Common Equity		79,673		—		—		—			—		—		(6,844	)		72,829		—			—		—
ASG Everglades Holdings, Inc., Warrants, 6/27/2022		5,830		—		—		—			—		—		(929	)		4,901		—			—		—
Aspect Software, Inc.⁽²⁾		—		19,792		100		—			—		305		(6,600	)		13,597		—			—		—
Fronton Investor Holdings, LLC, Class B Units		15,092		—		—		—			—		—		11,655			26,747		—			—		—
Mood Media Corp.		—		6,662		5,142		—			—		—		17,581			29,385		—			—		—
Roadhouse Holding Inc., Common Equity		8,147		—		—		—			—		—		(8,147	)		—		—			—		—

Total	$	202,795	$	87,264	$	22,725	$	(97,051	)	$	665	$	6,856	$	(979	)	$	222,275	$	10,485		$	1,855	$	1,263


Portfolio Company	Fair Value at December 31, 2015		Purchases and Paid-in-kind Interest		Sales and Repayments		Accretion of Discount		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value at December 31, 2016		Interest Income		Fee Income		Dividend Income
Senior Secured Loans—Second Lien
JW Aluminum Co.	$	32,887	$	4,478		—	$	2		—	$	672	$	38,039	$	3,338		—		—
Senior Secured Bonds
JW Aluminum Co.		—	$	8,060	$	(8,141)	$	107	$	(26)		—		—	$	210		—		—
Equity/Other
JW Aluminum Co., Common Equity		—		—		—		—		—		—		—		—		—		—
JW Aluminum Co., Preferred Equity	$	43,844	$	406		—		—		—	$	781	$	45,031	$	35		—		—


	For the Nine Months Ended September 30, 2017
	Senior Secured Loans—First Lien		Senior Secured Loans—Second Lien		Senior Secured Bonds		Subordinated Debt		Collateralized Securities		Equity/Other		Total
Fair value at beginning of period	$	1,935,441	$	599,155	$	159,470	$	454,045	$	72,058	$	500,321	$	3,720,490
Accretion of discount (amortization of premium)		1,280		8,697		475		1,350		6		2		11,810
Net realized gain (loss)		(52,473)		(20,437)		(47,057)		(14,397)		(379)		1,359		(133,384)
Net change in unrealized appreciation (depreciation)		62,473		(1,591)		55,597		46,489		(3,795)		(1,966)		157,207
Purchases		754,203		62,269		60,819		117,572		279		21,871		1,017,013
Paid-in-kind interest		1,419		2,309		11		20,272		—		5,067		29,078
Sales and repayments		(329,638)		(458,908)		(30,613)		(69,546)		(10,660)		(995)		(900,360)
Net transfers in or out of Level 3		—		—		—		—		—		—		—

Fair value at end of period	$	2,372,705	$	191,494	$	198,702	$	555,785	$	57,509	$	525,659	$	3,901,854

The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date	$	12,699	$	(14,811)	$	6,028	$	28,921	$	(526)	$	(124)	$	32,187


	For the Nine Months Ended September 30,
	2017		2016
Fair value at beginning of period	$	(2,880)	$	—
Amortization of premium (accretion of discount)		(4)		(1)
Net realized gain (loss)		—		—
Net change in unrealized appreciation (depreciation)		(7)		(33)
Repayments on secured borrowing		—		—
Paid-in-kind interest		—		—
Proceeds from secured borrowing		—		(2,829)
Net transfers in or out of Level 3		—		—

Fair value at end of period	$	(2,891)	$	(2,863)

The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date	$	(7)	$	(33)


Type of Investment	Fair Value at September 30, 2017 (Unaudited)		Valuation Technique⁽¹⁾	Unobservable Input	Range	Weighted Average
Senior Secured Loans—First Lien	$	2,213,659	Market Comparables	Market Yield (%)	5.8% - 13.8%	9.6%
				EBITDA Multiples (x)	7.5x - 8.0x	7.8x
		45,760	Other⁽²⁾	Other⁽²⁾	N/A	N/A
		113,286	Market Quotes	Indicative Dealer Quotes	4.0% - 101.5%	100.0%
Senior Secured Loans—Second Lien		78,790	Market Comparables	Market Yield (%)	7.8% - 16.9%	10.4%
				EBITDA Multiples (x)	5.8x - 6.8x	6.3x
		112,704	Market Quotes	Indicative Dealer Quotes	51.3% - 101.5%	92.8%
Senior Secured Bonds		145,619	Market Comparables	Market Yield (%)	8.3% - 10.0%	8.6%
				EBITDA Multiples (x)	4.8x - 9.5x	8.8x
				Production Multiples (Mboe/d)	$42,250.0 - $44,750.0	$43,500.0
				Proved Reserves Multiples (Mmboe)	$10.0 - $11.0	$10.5
				PV-10 Multiples (x)	0.7x - 0.8x	0.8x
		7,330	Other⁽²⁾	Other⁽²⁾	N/A	N/A
		45,753	Market Quotes	Indicative Dealer Quotes	100.0% - 106.7%	103.7%
Subordinated Debt		345,010	Market Comparables	Market Yield (%)	7.8% - 18.8%	15.2%
				EBITDA Multiples (x)	8.8x - 11.3x	9.5x
		77,250	Other⁽²⁾	Other⁽²⁾	N/A	N/A
		133,525	Market Quotes	Indicative Dealer Quotes	36.3% - 108.0%	99.5%
Collateralized Securities		57,509	Market Quotes	Indicative Dealer Quotes	7.7% - 99.6%	68.8%
Equity/Other		488,936	Market Comparables	Market Yield (%)	13.8% - 14.3%	14.0%
				Capacity Multiple ($/kW)	$2,500.0 - $2,750.0	$2,625.0
				EBITDA Multiples (x)	1.9x - 16.0x	8.7x
				Production Multiples (Mboe/d)	$42,250.0 - $46,250.0	$44,955.9
				Production Multiples (MMcfe/d)	$5,750.0 - $6,750.0	$6,250.0
				Proved Reserves Multiples (Bcfe)	$1.7 - $1.9	$ 1.8
				Proved Reserves Multiples (Mmboe)	$10.0 - $11.3	$ 11.0
				PV-10 Multiples (x)	0.7x - 3.3x	2.9x
			Discounted Cash Flow	Discount Rate (%)	19.8% - 21.8%	20.8%
			Option Valuation Model	Volatility (%)	30.0% - 37.0%	36.3%
		36,723	Other⁽²⁾	Other⁽²⁾	N/A	N/A

Total	$	3,901,854

Secured Borrowing	$	(2,891)	Market Comparables	Market Yield (%)	(6.0)% - (7.1)%	(6.6)%


Type of Investment	Fair Value at December 31, 2016		Valuation Technique⁽¹⁾	Unobservable Input	Range	Weighted Average
Senior Secured Loans—First Lien	$	1,575,465	Market Comparables	Market Yield (%)	5.5% - 17.3%	10.0%
		93,703	Other⁽²⁾	Other⁽²⁾	N/A	N/A
		203,773	Market Quotes	Indicative Dealer Quotes	18.2% - 104.1%	99.6%
		62,500	Cost	Cost	100.0% - 100.0%	100.0%
Senior Secured Loans—Second Lien		458,403	Market Comparables	Market Yield (%)	8.8% - 26.0%	12.4%
		140,752	Market Quotes	Indicative Dealer Quotes	8.8% - 101.0%	93.3%
Senior Secured Bonds		109,936	Market Comparables	Market Yield (%)	7.5% - 9.0%	7.8%
				EBITDA Multiples (x)	6.3x - 7.3x	6.5x
				Production Multiples (Mboe/d)	$45,000.0 - $50,000.0	$47,500.0
				Proved Reserves Multiples (Mmboe)	$14.5 - $15.0	$14.8
				PV-10 Multiples (x)	0.8x - 0.9x	0.9x
		49,534	Market Quotes	Indicative Dealer Quotes	76.0% - 109.6%	98.5%
Subordinated Debt		321,853	Market Comparables	Market Yield (%)	8.0% - 15.3%	13.0%
				EBITDA Multiples (x)	7.3x - 10.3x	8.7x
		132,192	Market Quotes	Indicative Dealer Quotes	60.8% - 125.5%	89.0%
Collateralized Securities		72,058	Market Quotes	Indicative Dealer Quotes	11.1% - 94.3%	72.7%
Equity/Other		453,246	Market Comparables	EBITDA Multiples (x)	4.5x - 16.3x	8.8x
				Production Multiples (Mboe/d)	$2,225.0 - $50,000.0	$42,391.6
				Proved Reserves Multiples (Mmboe)	$0.7 - $15.0	$8.8
				Undeveloped Acreage Multiples ($/Acre)	$8,000.0 - $10,000.0	$9,000.0
				Capacity Multiple ($/kW)	$2,375.0 - $2,875.0	$2,625.0
			Discounted Cash Flow	Discount Rate (%)	11.0% - 24.8%	19.9%
			Option Valuation Model	Volatility (%)	34.5% - 41.0%	39.5%
		47,075	Other⁽²⁾	Other⁽²⁾	N/A	N/A

Total	$	3,720,490

Secured Borrowing	$	(2,880)	Market Comparables	Market Yield (%)	(6.0)% - (7.1)%	(6.6)%


	As of September 30, 2017 (Unaudited)
Arrangement	Type of Arrangement	Rate		Amount Outstanding			Amount Available		Maturity Date
Hamilton Street Credit Facility⁽¹⁾	Revolving Credit Facility		L+2.50%	$	150,000		$	—	December 15, 2021
ING Credit Facility⁽¹⁾	Revolving Credit Facility		L+2.25%		66,131	⁽²⁾		261,369	March 16, 2021
Locust Street Credit Facility⁽¹⁾	Term Loan Credit Facility		L+2.68%		425,000			—	November 1, 2020
4.000% Notes due 2019	Unsecured Notes		4.00%		400,000			—	July 15, 2019
4.250% Notes due 2020	Unsecured Notes		4.25%		405,000			—	January 15, 2020
4.750% Notes due 2022	Unsecured Notes		4.75%		275,000			—	May 15, 2022
Partial Loan Sale	Secured Borrowing		L+4.50% (1% floor)		2,857			—	July 29, 2022

Total				$	1,723,988		$	261,369


	As of December 31, 2016
Arrangement	Type of Arrangement	Rate		Amount Outstanding			Amount Available		Maturity Date
Hamilton Street Credit Facility	Revolving Credit Facility		L+2.50%	$	150,000		$	—	December 15, 2021
ING Credit Facility	Revolving Credit Facility		L+2.50%		44,932	⁽¹⁾		255,068	April 3, 2018
Locust Street Credit Facility	Term Loan Credit Facility		L+2.68%		425,000			—	November 1, 2020
4.000% Notes due 2019	Unsecured Notes		4.00%		400,000			—	July 15, 2019
4.250% Notes due 2020	Unsecured Notes		4.25%		405,000			—	January 15, 2020
4.750% Notes due 2022	Unsecured Notes		4.75%		275,000			—	May 15, 2022
Partial Loan Sale	Secured Borrowing		L+4.50% (1% floor)		2,857			—	July 29, 2022

Total				$	1,702,789		$	255,068


New Direct Originations	For the Three Months Ended September 30, 2017			For the Nine Months Ended September 30, 2017
Total Commitments (including unfunded commitments)	$	199,157		$	825,648
Exited Investments (including partial paydowns)		(169,035	)		(709,383	)

Net Direct Originations	$	30,122		$	116,265


	For the Three Months Ended September 30, 2017				For the Nine Months Ended September 30, 2017
New Direct Originations by Asset Class (including unfunded commitments)	Commitment Amount		Percentage		Commitment Amount		Percentage
Senior Secured Loans—First Lien	$	168,824		85%	$	709,389		86%
Senior Secured Loans—Second Lien		3,333		2%		8,113		1%
Senior Secured Bonds		—		—		7,031		1%
Subordinated Debt		27,000		13%		92,000		11%
Collateralized Securities		—		—		—		—
Equity/Other		—		—		9,115		1%

Total	$	199,157		100%	$	825,648		100%


	For the Three Months Ended September 30, 2017	For the Nine Months Ended September 30, 2017
Average New Direct Origination Commitment Amount	$49,789	$28,471
Weighted Average Maturity for New Direct Originations	5/5/23	2/27/23
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of New Direct Originations Funded during Period	9.6%	9.7%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of New Direct Originations Funded during Period—ExcludingNon-Income Producing Assets	9.6%	9.8%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Exited during Period	12.0%	9.9%


	September 30, 2017				December 31, 2016
Portfolio Composition by Strategy	Fair Value		Percentage of Portfolio		Fair Value		Percentage of Portfolio
Direct Originations	$	3,507,097		90%	$	3,264,395		88%
Opportunistic		360,516		9%		352,937		9%
Broadly Syndicated/Other		43,786		1%		109,484		3%

Total	$	3,911,399		100%	$	3,726,816		100%


	Payments Due By Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Hamilton Street Credit Facility⁽¹⁾	$	150,000		—		—	$	150,000		—
ING Credit Facility⁽²⁾	$	66,131		—		—	$	66,131		—
Locust Street Credit Facility⁽³⁾	$	425,000		—		—	$	425,000		—
4.000% Notes due 2019⁽⁴⁾	$	400,000		—	$	400,000		—		—
4.250% Notes due 2020⁽⁵⁾	$	405,000		—	$	405,000		—		—
4.750% Notes due 2022⁽⁶⁾	$	275,000		—		—	$	275,000		—
Partial Loan Sale⁽⁷⁾	$	2,857		—		—	$	2,857		—


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs⁽²⁾
July 1 to July 31, 2017		—		—		—	$	635
August 1 to August 31, 2017		10,047	$	8.3963		10,047	$	550
September 1 to September 30, 2017		—		—		—	$	550

		10,047	$	8.3963		10,047

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