0001422183us-gaap-supplement:InvestmentAffiliatedIssuerControlledMember Roemanu LLC (FKA Toorak Capital Partners LLC), Private Equity, Asset Based Finance 2021-12-310001422183 Production Resource Group LLC -2us-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2021-12-310001422183srt:WeightedAverageMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberfsk:AssetBasedFinanceMemberus-gaap:MeasurementInputDiscountRateMember2022-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

~~FORM10-Q~~

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

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

2022

☐
¨			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 ☒x 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 ☐x 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” and~~ “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer

☒

Accelerated filer

☐¨

Non-accelerated filer

~~☐ (Do not check if a smaller reporting company)~~

Smaller reporting company

☐¨

Emerging growth company

☐¨

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~~issuer's classes of common stock, as of the latest practicable date.

There were ~~245,725,416~~282,978,008 shares of the registrant’s common stock outstanding as of ~~November 8, 2017.~~

October 31, 2022.

~~TABLE OF CONTENTS~~

~~Page~~

~~PART I—FINANCIAL INFORMATION~~

Table of C ontents

TABLE OF CONTENTS


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

					Page
PART I—FINANCIAL INFORMATION
ITEM 1.		FINANCIAL STATEMENTS			1
		Consolidated Balance Sheets as of September 30, ~~2017~~2022 (Unaudited) and December 31, ~~2016~~2021							1

	Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, ~~2017~~2022 and ~~2016~~2021					2

	Unaudited Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, ~~2017~~2022 and ~~2016~~2021					3	4

	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2017~~2022 and ~~2016~~2021					4	5

	Consolidated Schedules of Investments as of September 30, ~~2017~~2022 (Unaudited) and December 31, ~~2016~~2021					15	7

	Notes to Unaudited Consolidated Financial Statements					24	45

ITEM 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					48	81

ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	96
ITEM 4.		CONTROLS AND PROCEDURES			64			98

~~ITEM 4.~~						~~CONTROLS AND PROCEDURES~~			65
PART II—OTHER INFORMATION
~~PART II—OTHER INFORMATION~~
ITEM 1.			LEGAL PROCEEDINGS					66	99

ITEM 1A.			RISK FACTORS					66	99

ITEM 2.			UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	99
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES			66 100
ITEM 4.		MINE SAFETY DISCLOSURES			100
ITEM 5.		OTHER INFORMATION			100
ITEM 6.		EXHIBITS			101
		SIGNATURES			107

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

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

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

~~ITEM 6.~~	~~EXHIBITS~~			67

Table of C ontents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

FS KKR Capital Corp.

Consolidated Balance Sheets

(in millions, except share and per share amounts)


				~~SIGNATURES~~			69

~~PART I—FINANCIAL INFORMATION~~

~~Item 1. Financial~~

~~Statements.~~

~~FS Investment Corporation~~

~~Consolidated Balance Sheets~~

(
September 30, 2022 December 31, 2021
(Unaudited)
Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost—$12,988 and $12,419, respectively) $ 12,552 $ 12,558
Non-controlled/affiliated investments (amortized cost—$579 and $860, respectively) 439 859
Controlled/affiliated investments (amortized cost—$3,111 and $2,778, respectively) 2,801 2,684
Total investments, at fair value (amortized cost—$16,678 and $16,057, respectively) $ 15,792 $ 16,101
Cash 264 258
Foreign currency, at fair value (cost—$2 and $119, respectively) 2 119
Receivable for investments sold and repaid 425 567
Income receivable 165 153
Unrealized appreciation on foreign currency forward contracts 39 9
Deferred financing costs 22 16
Prepaid expenses and other assets 7 5
       Total assets $ 16,716 $ 17,228
Liabilities
Payable for investments purchased $ 57 $ 2
Debt (net of deferred financing costs of $36 and $38, respectively)(1)
9,137 9,142
Unrealized depreciation on foreign currency forward contracts — 1
Stockholder distributions payable 190 176
Management fees payable 61 60
Subordinated income incentive fees payable(2)
25 19
Administrative services expense payable 7 5
Interest payable 67 70
Other accrued expenses and liabilities 12 23
       Total liabilities $ 9,556 $ 9,498
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, 750,000,000 shares authorized, 282,978,008 and 284,543,091 shares issued and outstanding, respectively — —
Capital in excess of par value 9,625 9,658
Retained earnings (accumulated deficit)(4)
(2,465) (1,928)
       Total stockholders' equity $ 7,160 $ 7,730
       Total liabilities and stockholders' equity $ 16,716 $ 17,228
Net asset value per share of common stock at period end $ 25.30 $ 27.17

_______________

(1)See Note 9 for a discussion of the Company’s financing arrangements.

(2)See Note 2 and 4 for a discussion of the methodology employed by the Company in ~~thousands, except share~~calculating the subordinated income incentive fees.

(3)See Note 10 for a discussion of the Company’s commitments and ~~per share amounts)~~

   September 30, 2017
(Unaudited) December 31, 2016
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


Total investments, at fair value (amortized cost—$3,772,839 and $3,743,940, respectively)
   3,911,399 3,726,816
Cash
   176,445 264,594
Foreign currency, at fair value (cost—$2,451 and $4, respectively)
   2,546 4
Receivable for investments sold and repaid
   1,896 75,921
Income receivable
   38,811 36,106
Deferred financing costs
   3,712 5,828
Prepaid expenses and other assets
   654 802


Total assets
   $ 4,135,463 $ 4,110,071


Liabilities

Payable for investments purchased
   $ 606 $ 5,748
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
Stockholder distributions payable
   54,733 54,364
Management fees payable
   18,038 18,022
Subordinated income incentive fees payable⁽²⁾
   12,662 12,885
Administrative services expense payable
   495 516
Interest payable
   17,463 20,144
Directors’ fees payable
   267 281
Other accrued expenses and liabilities
   1,232 7,221


Total liabilities
   1,818,770 1,812,694


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
Capital in excess of par value
   2,276,946 2,261,040
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 )


Total stockholders’ equity
   2,316,693 2,297,377


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


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

~~(1)~~

~~See Note 8 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 9 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.~~

contingencies.

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

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

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,
   2017    2016    2017    2016
Investment income

Fromnon-controlled/unaffiliated investments:

Interest income
   $             82,349    $             86,569    $         230,115    $         264,717
Paid-in-kind interest income
   8,430    6,811    22,899    20,434
Fee income
   5,005    4,214    34,081    21,191
Dividend income
   21    —    21    —
Fromnon-controlled/affiliated investments:

Interest income
   3,448    1,851    10,485    3,656
Paid-in-kind interest income
   550    162    1,855    436
Fee income
   1,232    —    1,263    633
Dividend income
   —    —    —    224
From controlled/affiliated investments:

Interest income
   966    100    3,407    134
Paid-in-kind interest income
   1,690    850    4,324    2,406








Total investment income
   103,691    100,557    308,450    313,831








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
Administrative services expenses
   750    750    2,226    2,846
Accounting and administrative fees
   254    243    774    706
Interest expense⁽²⁾
   19,885    18,283    58,941    55,241
Directors’ fees
   277    277    822    780
Other general and administrative expenses
   1,177    1,879    3,791    6,274








Total operating expenses
   53,043    51,554    158,752    158,050








Net investment income
   50,648    49,003    149,698    155,781








Realized and unrealized gain/loss

Net realized gain (loss) on investments:

Non-controlled/unaffiliated investments
   (24,767)    2,363    (87,361)    (19,064)
Non-controlled/affiliated investments
   6,551    —    6,856    —
Controlled/affiliated investments
   —    (26)    (52,879)    (26)
Net realized gain (loss) on foreign currency
   (19)    86    165    264
Net change in unrealized appreciation (depreciation) on investments:

Non-controlled/unaffiliated investments
   29,820    64,039    149,622    96,258
Non-controlled/affiliated investments
   16,951    (4,463)    (979)    3,823
Controlled/affiliated investments
   7,408    4,354    7,041    6,692
Net change in unrealized appreciation (depreciation) on secured borrowing⁽²⁾
   3    (33)    (7)    (33)
Net change in unrealized gain (loss) on foreign currency
   (1,197)    (954)    (4,923)    (1,266)








Total net realized and unrealized gain (loss)
   34,750    65,366    17,535    86,648








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








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








Weighted average shares outstanding
   245,678,745    243,488,590    245,117,823    243,257,941

~~(1)~~	~~See Note 2 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fee.~~

~~(2)~~

~~See Note 8 for a discussion of the Company’s financing arrangements.~~

Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Investment income
From non-controlled/unaffiliated investments:
Interest income $ 255 $ 219 $ 725 $ 414
Paid-in-kind interest income 18 16 51 35
Fee income 23 29 63 62
Dividend and other income 9�� 8 34 20
From non-controlled/affiliated investments:
Interest income 8 8 25 12
Paid-in-kind interest income 12 4 37 12
Fee income 3 2 5 2
Dividend and other income — 0 7 0
From controlled/affiliated investments:
Interest income 16 12 37 16
Paid-in-kind interest income 9 15 34 23
Fee income — 0 — 1
Dividend and other income 58 47 168 120
     Total investment income 411 360 1,186 717
Operating expenses
Management fees 61 58 186 113
Subordinated income incentive fees(1)
40 35 117 43
Administrative services expenses 4 5 12 9
Accounting and administrative fees 2 1 4 2
Interest expense(2)
96 70 256 158
Other general and administrative expenses 6 5 16 12
     Total operating expenses 209 174 591 337
     Incentive fee waiver(1)
(15) (15) (45) (15)
     Net expenses 194 159 546 322
Net investment income before taxes 217 201 640 395
Excise taxes 1 — 1 —
Net investment income 216 201 639 395
Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated investments 16 60 167 (22)
Non-controlled/affiliated investments 51 139 90 203
Controlled/affiliated investments (4) (2) (43) (58)
Net realized gain (loss) on foreign currency forward contracts 2 0 9 0
Net realized gain (loss) on foreign currency 5 (1) 12 (4)
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated investments (283) (49) (574) 526
Non-controlled/affiliated investments (99) (104) (140) 65

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Statements of Operations (continued)

(in millions, except share and per share amounts)

Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Controlled/affiliated investments $ (69) $ 11 $ (216) $ 193
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts 15 5 31 8
Net change in unrealized gain (loss) on foreign currency 23 10 53 28
Total net realized and unrealized gain (loss) (343) 69 (611) 939
Provision for taxes on realized gains on investments — — (3) —
Net increase (decrease) in net assets resulting from operations $ (127) $ 270 $ 25 $ 1,334
Per share information—basic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings (Losses) per Share) $ (0.45) $ 0.95 $ 0.09 $ 7.13
Weighted average shares outstanding 283,175,526 285,124,920 283,787,605 187,003,417

_______________

(1)See Note 2 and 4 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fees.

(2)See Note 9 for a discussion of the Company's financing arrangements.

See notes to unaudited consolidated financial statements.

Table of Contents
FS KKR Capital Corp.

Unaudited Consolidated Statements of Changes in Net Assets

(in ~~thousands)~~

   Nine Months Ended
September 30,
   2017 2016
Operations

Net investment income (loss)
   $ 149,698    $ 155,781
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 change in unrealized gain (loss) on foreign currency
   (4,923 ) (1,266 )


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


Stockholder distributions⁽²⁾

Distributions from net investment income
   (163,825 ) (162,567 )
Distributions from net realized gain on investments
   — —


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


Capital share transactions⁽³⁾

Reinvestment of stockholder distributions
   15,908 5,665


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


Total increase (decrease) in net assets
   19,316 85,527
Net assets at beginning of period
   2,297,377 2,208,928


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


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

millions)

~~(1)~~	~~See Note 8 for a discussion of the Company’s financing arrangements.~~

~~(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.~~

Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Operations
Net investment income (loss) $ 216 $ 201 $ 639 $ 395
Net realized gain (loss) on investments, foreign currency forward contracts, foreign currency and provision for taxes on realized gains on investments 70 196 232 119
Net change in unrealized appreciation (depreciation) on investments and foreign currency forward contracts(1)
(436) (137) (899) 792
Net change in unrealized gain (loss) on foreign currency 23 10 53 28
Net increase (decrease) in net assets resulting from operations (127) 270 25 1,334
Stockholder distributions(2)
Distributions to stockholders (190) (186) (562) (335)
Net decrease in net assets resulting from stockholder distributions (190) (186) (562) (335)
Capital share transactions(3)
Issuance of common stock — — — 3,642
Repurchases of common stock (10) (1) (33) (1)
Net increase (decrease) in net assets resulting from capital share transactions (10) (1) (33) 3,641
Total increase (decrease) in net assets (327) 83 (570) 4,640
Net assets at beginning of period 7,487 7,653 7,730 3,096
Net assets at end of period $ 7,160 $ 7,736 $ 7,160 $ 7,736

_______________

(1)See Note 7 for a discussion of 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.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Statements of Cash Flows

(in ~~thousands)~~

   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

millions)

~~(1)~~	See Note 8 for a discussion of the Company’s financing arrangements. During the nine months ended September 30, 2017 and 2016, the Company paid $121 and $0, respectively, in interest expense on its secured borrowing, and $57,590 and $39,942, 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.

Nine Months Ended
September 30,
2022 2021
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations $ 25 $ 1,334
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)
(3,779) (4,528)
Paid-in-kind interest (89) (67)
Proceeds from sales and repayments of investments 3,530 3,720
Net realized (gain) loss on investments (214) (123)
Net change in unrealized (appreciation) depreciation on investments(2)
930 (773)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts (31) (7)
Accretion of discount (69) (46)
Amortization of deferred financing costs and discount 11 7
Unrealized (gain)/loss on borrowings in foreign currency (81) (5)
(Increase) decrease in receivable for investments sold and repaid 142 (192)
(Increase) decrease in income receivable (12) (91)
(Increase) decrease in deferred merger costs — 1
(Increase) decrease in prepaid expenses and other assets (2) (2)
Increase (decrease) in payable for investments purchased 55 57
Increase (decrease) in management fees payable 1 33
Increase (decrease) in subordinated income incentive fees payable 6 20
Increase (decrease) in administrative services expense payable 2 4
Increase (decrease) in interest payable (3) 30
Increase (decrease) in other accrued expenses and liabilities (11) (6)
Cash acquired in merger — 293
Other assets acquired from merger net of other assets — 17
Merger costs capitalized into purchase price — (8)
Mark-to-market of merged debt — 26
Net cash provided by (used in) operating activities 411 (306)
Cash flows from financing activities
Repurchases of common stock (33) (1)
Stockholder distributions (548) (316)
Borrowings under financing arrangements(3)
2,848 2,689
Repayments of financing arrangements(3)
(2,770) (2,009)
Deferred financing costs paid (19) (7)
Net cash provided by (used in) financing activities (522) 356
Total increase (decrease) in cash (111) 50
Cash, and foreign currency at beginning of period 377 191
Cash, and foreign currency at end of period $ 266 $ 241
Supplemental disclosure
Non-cash purchases of investments $ (541) $ (198)
Non-cash sales of investments $ 541 $ 198
Local and excise taxes paid $ 13 $ 9

______________

(1)For the nine months ended September 30, 2021, amount excludes $7,227 of cost of investments acquired from the 2021 Merger.

(2)For the nine months ended September 30, 2021, amount excludes $11 of unrealized depreciation on unfunded commitments acquired from the 2021 Merger.

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated ~~Schedule~~Statements of ~~Investments~~

~~As of~~Cash Flows (continued)

(in millions)

(3)For the nine months ended September 30, ~~2017~~

(2021, amount excludes $3,794 of debt assumed from the 2021 Merger. See Note 9 for a discussion of the Company’s financing arrangements. During the nine months ended September 30, 2022 and 2021, the Company paid $248 and $138, respectively, in ~~thousands, 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

interest expense on the financing arrangements.

Supplemental disclosure of non-cash operating and financing activities:

In connection with the 2021 Merger, the Company issued common stock of $3,650 and acquired investments at cost of $7,227 and other assets of $221 and assumed debt of $3,794 and other liabilities of $297.

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

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

As of September 30, ~~2017~~

2022

(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)
Senior Secured Loans—First Lien—136.6%
3Pillar Global Inc (i)(k)(l) Software & Services L+575 0.8% 11/23/27 $ 95.5 $ 94.7 $ 92.9
3Pillar Global Inc (v) Software & Services L+600 0.8% 11/23/27 5.7 5.7 5.5
3Pillar Global Inc (x) Software & Services L+600 0.8% 11/23/26 9.2 9.2 8.9
3Pillar Global Inc (x) Software & Services L+600 0.8% 11/23/27 24.9 24.9 24.2
48Forty Solutions LLC (f)(k)(l)(t)(v) Commercial & Professional Services SF+550 1.0% 11/30/26 183.2 181.5 179.1
48Forty Solutions LLC (v) Commercial & Professional Services SF+550 1.0% 11/30/26 7.4 7.4 7.3
48Forty Solutions LLC (x) Commercial & Professional Services SF+550 1.0% 11/30/26 3.2 3.2 3.1
5 Arch Income Fund 2 LLC (q)(r)(w)(y)(z) Diversified Financials 9.0% 11/18/23 97.5 71.4 62.4
Accuride Corp (aa)(l) Capital Goods L+525 1.0% 11/17/23 8.9 8.4 7.7
Advanced Dermatology & Cosmetic Surgery (m)(t)(v) Health Care Equipment & Services L+650 1.0% 5/7/27 38.6 36.9 38.3
Advanced Dermatology & Cosmetic Surgery (v) Health Care Equipment & Services L+650 1.0% 5/7/27 7.9 7.9 7.8
Advanced Dermatology & Cosmetic Surgery (x) Health Care Equipment & Services L+650 1.0% 5/7/26 3.6 3.6 3.5
Advanced Dermatology & Cosmetic Surgery (x) Health Care Equipment & Services L+650 1.0% 5/7/27 2.2 2.2 2.2
Advania Sverige AB (v)(w) Software & Services SR+610, 0.0% PIK (3.3% Max PIK) 0.0% 4/28/28 SEK 933.6 105.9 81.2
Advania Sverige AB (v)(w) Software & Services R+610, 0.0% PIK (3.3% Max PIK) 0.0% 4/28/28 ISK 1,345.8 10.1 9.1
Affordable Care Inc (ac)(m)(v) Health Care Equipment & Services L+550, 0.0% PIK (1.3% Max PIK) 0.8% 8/2/28 $ 38.8 38.4 38.3
Affordable Care Inc (ac)(v) Health Care Equipment & Services L+550, 0.0% PIK (1.3% Max PIK) 0.8% 8/2/28 10.3 10.3 10.2
Affordable Care Inc (ac)(x) Health Care Equipment & Services L+550, 0.0% PIK (1.3% Max PIK) 0.8% 8/2/27 12.8 12.8 12.7
Affordable Care Inc (ac)(x) Health Care Equipment & Services L+550, 0.0% PIK (1.3% Max PIK) 0.8% 8/2/28 33.2 33.2 32.8
Alacrity Solutions Group LLC (v) Insurance L+525 0.8% 12/22/27 3.1 3.0 3.0
Alacrity Solutions Group LLC (v) Insurance L+525 0.8% 12/22/28 28.4 28.0 27.6
Alacrity Solutions Group LLC (x) Insurance L+525 0.8% 12/22/27 7.7 7.7 7.4
Alera Group Intermediate Holdings Inc (v) Insurance SF+600 0.8% 10/2/28 9.2 9.1 8.8
Alera Group Intermediate Holdings Inc (v) Insurance SF+600 0.8% 10/2/28 17.0 17.0 16.4
Alera Group Intermediate Holdings Inc (x) Insurance SF+600 0.8% 10/2/28 5.6 5.6 5.4
American Vision Partners (i)(v) Health Care Equipment & Services L+575 0.8% 9/30/27 74.4 73.8 72.6
American Vision Partners (v) Health Care Equipment & Services L+575 0.8% 9/30/27 38.8 38.8 37.9
American Vision Partners (x) Health Care Equipment & Services L+575 0.8% 9/30/26 7.8 7.8 7.6
Amerivet Partners Management Inc (v) Health Care Equipment & Services SF+550 0.8% 2/25/28 0.8 0.8 0.8
Amerivet Partners Management Inc (v) Health Care Equipment & Services SF+550 0.8% 2/25/28 101.5 100.6 98.4
Amerivet Partners Management Inc (x) Health Care Equipment & Services SF+550 0.8% 2/25/28 7.6 7.6 7.4
Amerivet Partners Management Inc (x) Health Care Equipment & Services SF+550 0.8% 2/25/28 61.4 61.4 59.6
Apex Group Limited (aa)(v)(w) Diversified Financials L+375 0.5% 7/27/28 2.5 2.5 2.4

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~

2022

(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)
Apex Group Limited (aa)(v)(w) Diversified Financials E+400 0.0% 7/27/28 € 2.0 $ 2.3 $ 1.9
Arcfield Acquisition Corp (i)(v) Capital Goods L+575 0.8% 3/10/28 $ 40.4 40.0 39.6
Arcfield Acquisition Corp (x) Capital Goods L+575 0.8% 3/10/27 7.1 7.1 6.9
Arcos LLC/VA (m) Software & Services L+575 1.0% 3/31/28 12.4 12.2 11.8
Arcos LLC/VA (x) Software & Services L+575 1.0% 4/20/27 4.5 4.5 4.3
Ardonagh Group Ltd (v)(w) Insurance SA+700 0.8% 7/14/26 £ 0.8 1.0 0.9
Ardonagh Group Ltd (w)(x) Insurance L+575 0.8% 7/14/26 16.7 22.8 21.9
Arrotex Australia Group Pty Ltd (v)(w) Pharmaceuticals, Biotechnology & Life Sciences B+525 1.0% 7/10/24 A$ 42.6 30.9 27.4
Arrotex Australia Group Pty Ltd (v)(w) Pharmaceuticals, Biotechnology & Life Sciences B+525 1.0% 7/10/24 3.1 2.2 2.0
ATX Networks Corp (ad)(s)(v)(w) Capital Goods L+750 1.0% 9/1/26 $ 41.1 41.1 41.1
AxiomSL Ltd (f)(m)(t)(v) Software & Services L+600 1.0% 12/3/27 34.8 34.2 34.1
AxiomSL Ltd (x) Software & Services L+600 1.0% 12/3/25 2.5 2.4 2.4
AxiomSL Ltd (x) Software & Services L+600 1.0% 12/3/27 2.3 2.3 2.2
Barbri Inc (f)(k)(l)(m)(t)(v) Consumer Services L+575 0.8% 4/28/28 132.1 127.9 132.1
Barbri Inc (x) Consumer Services L+575 0.8% 4/28/28 9.1 9.1 9.1
Belk Inc (aa)(ac)(v) Retailing L+750 1.0% 7/31/25 21.9 21.8 19.6
Belk Inc (aa)(ac)(v)(y)(z) Retailing 5.0%, 8.0% PIK (8.0% Max PIK) 7/31/25 69.9 43.5 12.9
BGB Group LLC (f)(i)(k)(l)(m)(t) Media & Entertainment L+575 1.0% 8/16/27 111.4 110.4 109.7
BGB Group LLC (x) Media & Entertainment L+575 1.0% 8/16/27 19.9 19.9 19.6
Bowery Farming Inc (v) Food, Beverage & Tobacco L+1,000 1.0% 4/30/26 75.0 74.4 70.0
Caldic BV (aa)(v)(w) Retailing E+350 0.0% 2/4/29 € 0.8 0.9 0.7
Caldic BV (aa)(v)(w) Retailing SF+375 0.5% 2/26/29 $ 1.4 1.4 1.3
CFC Underwriting Ltd (v)(w) Insurance SF+550, 0.0% PIK (2.8% Max PIK) 0.5% 5/16/29 39.5 38.5 38.3
CFC Underwriting Ltd (w)(x) Insurance SA+550, 0.0% PIK (2.8% Max PIK) 0.0% 5/16/29 £ 4.7 5.7 5.6
Cimarron Energy Inc (v)(y)(z) Energy L+900 1.0% 12/31/24 $ 7.5 5.0 3.5
Clarience Technologies LLC (v) Capital Goods SF+625 1.0% 12/13/24 1.8 1.7 1.8
Clarience Technologies LLC (f)(i)(k)(m)(s)(v) Capital Goods SF+625 1.0% 12/14/26 294.7 284.9 292.1
Clarience Technologies LLC (x) Capital Goods SF+625 1.0% 12/13/24 23.6 23.6 23.4
Community Brands Inc (v) Software & Services SF+575 0.8% 2/24/28 32.8 32.2 31.9
Community Brands Inc (x) Software & Services SF+575 0.8% 2/24/28 3.9 3.8 3.8
Community Brands Inc (x) Software & Services SF+575 0.8% 2/24/28 1.9 1.9 1.9
Constellis Holdings LLC (ac)(v) Capital Goods L+750 1.0% 3/27/24 15.0 14.3 15.0
Corsearch Intermediate Inc (m)(v) Software & Services L+550 1.0% 4/19/28 30.1 28.5 29.8
Corsearch Intermediate Inc (x) Software & Services L+550 1.0% 4/19/28 4.4 4.4 4.4
CSafe Global (f)(i)(k)(l)(m)(t)(v) Capital Goods L+625 0.8% 12/23/27 187.3 181.8 187.3
CSafe Global (v) Capital Goods L+625 0.8% 12/23/27 £ 27.2 36.0 30.3
CSafe Global (v) Capital Goods L+625 0.8% 8/13/28 $ 11.8 11.8 11.8

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~

2022

(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)
CSafe Global (x) Capital Goods L+625 0.8% 12/23/26 $ 34.9 $ 34.9 $ 34.7
Dental Care Alliance Inc (f)(k)(m)(t)(v) Health Care Equipment & Services SF+600 0.8% 4/3/28 131.3 127.4 129.5
Dental Care Alliance Inc (x) Health Care Equipment & Services SF+600 0.8% 4/3/28 6.1 6.1 6.0
Element Materials Technology Group US Holdings Inc (aa)(v)(w) Commercial & Professional Services E+425 0.0% 4/12/29 € 0.3 0.4 0.3
Element Materials Technology Group US Holdings Inc (aa)(v)(w) Commercial & Professional Services SF+425 0.5% 6/22/29 $ 1.4 1.4 1.3
Encora Digital Inc (v) Software & Services L+550, 0.0% PIK (2.4% Max PIK) 0.8% 12/20/28 65.1 63.9 62.1
Encora Digital Inc (x) Software & Services L+550 0.8% 12/20/28 19.6 19.4 18.7
Envirotainer Ltd (w)(x) Transportation E+600, 0.0% PIK (3.0% Max PIK) 0.0% 7/30/29 € 2.7 2.7 2.7
Excelitas Technologies Corp (v) Technology Hardware & Equipment SF+575 0.8% 8/12/28 $ 1.0 1.0 1.0
Excelitas Technologies Corp (v) Technology Hardware & Equipment E+575 0.0% 8/12/29 € 4.1 4.1 3.9
Excelitas Technologies Corp (x) Technology Hardware & Equipment SF+575 0.8% 8/12/28 $ 1.4 1.4 1.4
Excelitas Technologies Corp (x) Technology Hardware & Equipment SF+575 0.8% 8/12/29 4.7 4.7 4.7
Follett Software Co (f)(k)(l)(t) Software & Services L+575 0.8% 8/31/28 73.9 73.2 72.3
Follett Software Co (x) Software & Services L+575 0.8% 8/31/27 9.9 9.9 9.7
Foundation Consumer Brands LLC (m)(v) Pharmaceuticals, Biotechnology & Life Sciences L+550 1.0% 2/12/27 85.6 82.1 86.5
Foundation Consumer Brands LLC (x) Pharmaceuticals, Biotechnology & Life Sciences L+550 1.0% 2/12/27 6.6 6.6 6.6
Foundation Risk Partners Corp (v) Insurance L+550 0.8% 10/29/27 0.4 0.3 0.4
Foundation Risk Partners Corp (v) Insurance L+550 0.8% 10/29/28 65.8 64.9 64.0
Foundation Risk Partners Corp (v) Insurance L+550 0.8% 10/29/28 14.3 14.2 13.9
Foundation Risk Partners Corp (x) Insurance L+550 0.8% 10/29/27 6.6 6.6 6.4
Frontline Technologies Group LLC (i)(m)(v) Software & Services L+575 1.0% 9/18/23 22.9 22.8 22.9
Frontline Technologies Group LLC (s) Software & Services L+575 1.0% 9/18/23 26.7 25.8 26.9
Frontline Technologies Group LLC (v) Software & Services L+575 1.0% 9/18/23 10.9 10.5 11.0
Galaxy Universal LLC (v) Consumer Durables & Apparel SF+575 0.0% 6/24/23 7.5 7.5 7.5
Galaxy Universal LLC (v) Consumer Durables & Apparel SF+575 1.0% 11/12/26 88.3 88.3 86.8
Galaxy Universal LLC (v) Consumer Durables & Apparel SF+500 1.0% 11/12/26 22.5 22.3 22.3
Galway Partners Holdings LLC (k)(l)(m)(t)(v) Insurance L+525, 0.0% PIK (1.3% Max PIK) 0.8% 9/29/28 105.6 103.8 103.8
Galway Partners Holdings LLC (x) Insurance L+525, 0.0% PIK (1.3% Max PIK) 0.8% 9/30/27 12.0 11.8 11.8
Galway Partners Holdings LLC (x) Insurance L+525, 0.0% PIK (1.3% Max PIK) 0.8% 9/29/28 7.1 7.1 7.0
General Datatech LP (f)(k)(l)(m)(t)(v) Software & Services L+625 1.0% 6/18/27 157.4 156.1 148.7
Gigamon Inc (v) Software & Services SF+575 0.8% 3/9/29 170.9 169.3 165.3
Gigamon Inc (x) Software & Services SF+575 0.8% 3/10/28 9.3 9.3 9.0
Gracent LLC (v) Health Care Equipment & Services SF+550 1.0% 2/28/27 25.9 26.8 23.6
Gracent LLC (v) Health Care Equipment & Services 12.0% PIK (12.0% Max PIK) 2/28/27 22.2 22.8 15.9
Greystone Equity Member Corp (v)(w) Diversified Financials L+725 3.8% 4/1/26 194.8 184.4 188.9

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~

2022

(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)
Heniff Transportation Systems LLC (v) Transportation L+575 1.0% 12/3/24 $ 6.5 $ 6.3 $ 6.3
Heniff Transportation Systems LLC (f)(i)(k)(l)(m)(v) Transportation L+575 1.0% 12/3/26 136.6 130.4 131.9
Heniff Transportation Systems LLC (v) Transportation L+625 1.0% 12/3/26 19.2 18.5 18.9
Heniff Transportation Systems LLC (x) Transportation L+575 1.0% 12/3/24 11.3 11.3 10.9
Hibu Inc (f)(k)(l)(m)(t)(v) Commercial & Professional Services SF+625 1.0% 5/4/27 99.6 95.3 100.9
Higginbotham Insurance Agency Inc (v) Insurance L+550 0.8% 11/25/26 1.4 1.4 1.4
Higginbotham Insurance Agency Inc (v) Insurance L+525 0.8% 11/25/26 7.0 6.6 7.0
Higginbotham Insurance Agency Inc (x) Insurance L+550 0.8% 11/25/26 8.9 8.9 9.0
HKA (v)(w) Commercial & Professional Services SF+575, 0.0% PIK (1.8% Max PIK) 0.5% 8/9/29 3.5 3.4 3.4
HKA (w)(x) Commercial & Professional Services SF+575, 0.0% PIK (1.8% Max PIK) 0.5% 8/9/29 1.1 1.1 1.1
HM Dunn Co Inc (ad)(v) Capital Goods L+600 PIK (L+600 Max PIK) 1.0% 6/30/26 35.6 35.6 35.6
HM Dunn Co Inc (ad)(x) Capital Goods L+600 PIK (L+600 Max PIK) 1.0% 6/30/26 2.0 2.0 2.0
Individual FoodService (m)(s) Capital Goods L+625 1.0% 11/22/25 69.6 66.0 69.4
Individual FoodService (v) Capital Goods L+625 1.0% 11/22/25 5.3 5.2 5.2
Individual FoodService (m)(v) Capital Goods L+625 1.0% 11/22/25 16.8 16.8 16.7
Individual FoodService (v) Capital Goods L+625 1.0% 11/22/25 4.0 4.0 4.0
Individual FoodService (v) Capital Goods L+625 1.0% 11/22/25 8.0 8.0 8.0
Individual FoodService (x) Capital Goods L+625 1.0% 11/22/24 4.8 4.7 4.7
Individual FoodService (x) Capital Goods L+625 1.0% 11/22/25 1.8 1.8 1.8
Industria Chimica Emiliana Srl (v)(w) Pharmaceuticals, Biotechnology & Life Sciences E+725 0.0% 9/27/26 € 88.8 101.9 85.6
Industry City TI Lessor LP (s)(v) Consumer Services 10.8%, 1.0% PIK (1.0% Max PIK) 6/30/26 $ 26.7 26.8 27.5
Insight Global LLC (i)(v) Commercial & Professional Services L+600 0.8% 9/22/28 203.8 202.0 200.7
Insight Global LLC (x) Commercial & Professional Services L+600 0.8% 9/22/27 21.1 21.1 20.7
Insight Global LLC (x) Commercial & Professional Services L+600 0.8% 9/22/28 26.8 26.8 26.4
Integrity Marketing Group LLC (v) Insurance SF+550 0.8% 8/27/25 124.7 124.7 122.4
J S Held LLC (f)(i)(m)(s)(v) Insurance L+550 1.0% 7/1/25 125.5 123.3 125.0
J S Held LLC (v) Insurance L+550 1.0% 7/1/25 1.7 1.5 1.7
J S Held LLC (f)(v) Insurance SF+550 1.0% 7/1/25 23.2 23.2 23.1
J S Held LLC (x) Insurance L+550 1.0% 7/1/25 12.4 12.4 12.4
J S Held LLC (x) Insurance SF+550 1.0% 7/1/25 21.0 21.0 20.9
Jarrow Formulas Inc (f)(i)(k)(l)(m)(s)(t)(v) Household & Personal Products L+625 1.0% 11/30/26 183.0 174.9 184.9
Karman Space Inc (m)(v) Capital Goods L+700 1.0% 12/21/25 52.5 50.1 52.7
Karman Space Inc (v) Capital Goods L+700 1.0% 12/21/25 5.2 5.0 5.2
Karman Space Inc (v) Capital Goods L+700 1.0% 12/21/25 38.1 37.5 38.2
Karman Space Inc (x) Capital Goods L+700 1.0% 12/21/25 0.3 0.3 0.3

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~

2022

(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)
Kellermeyer Bergensons Services LLC (f)(i)(k)(l)(m)(s)(t)(v) Commercial & Professional Services L+600 1.0% 11/7/26 $ 369.9 $ 359.3 $ 353.2
Lakefield Veterinary Group (f)(i)(v) Health Care Equipment & Services L+550 0.8% 11/23/28 103.8 103.0 100.8
Lakefield Veterinary Group (x) Health Care Equipment & Services L+550 0.8% 11/23/28 40.0 40.0 38.9
Lakeview Farms Inc (l)(m)(v) Food, Beverage & Tobacco L+625 1.0% 6/10/27 76.4 74.7 73.2
Lakeview Farms Inc (v) Food, Beverage & Tobacco L+625 1.0% 6/10/27 5.0 5.0 4.8
Lakeview Farms Inc (x) Food, Beverage & Tobacco L+625 1.0% 6/10/27 10.8 10.8 10.4
Lakeview Farms Inc (x) Food, Beverage & Tobacco L+625 1.0% 6/10/27 1.8 1.8 1.7
Lexitas Inc (v) Commercial & Professional Services SF+625 1.0% 5/18/29 6.4 6.4 6.3
Lexitas Inc (i)(k)(l)(m)(v) Commercial & Professional Services SF+625 1.0% 5/18/29 121.2 118.2 119.4
Lexitas Inc (x) Commercial & Professional Services SF+625 1.0% 5/18/29 8.4 8.4 8.3
Lexitas Inc (x) Commercial & Professional Services SF+625 1.0% 5/18/29 5.9 5.9 5.8
Lionbridge Technologies Inc (f)(k)(m)(s)(t)(v) Media & Entertainment SF+700 1.0% 12/29/25 124.4 120.4 125.6
Lipari Foods LLC (f)(m)(s)(v) Food & Staples Retailing SF+575 1.0% 1/6/25 228.5 221.1 228.5
Lipari Foods LLC (f)(s)(v) Food & Staples Retailing SF+575 1.0% 1/6/25 40.0 38.9 40.0
Lrqa Ltd (v)(w) Consumer Services SA+600, 0.0% PIK (6.3% Max PIK) 0.0% 12/2/28 £ 5.7 7.4 6.2
Lrqa Ltd (w)(x) Consumer Services SA+600, 0.0% PIK (6.3% Max PIK) 0.0% 12/2/28 9.3 12.6 12.4
Matchesfashion Ltd (v)(w)(y)(z) Consumer Durables & Apparel L+463, 3.0% PIK (3.0% Max PIK) 0.0% 10/11/24 $ 13.1 12.7 6.2
MB2 Dental Solutions LLC (k)(l)(m)(t)(v) Health Care Equipment & Services SF+600 1.0% 1/29/27 273.7 264.4 270.2
Medallia Inc (v) Software & Services L+675 PIK (L+675 Max PIK) 0.8% 10/29/28 205.1 203.1 203.1
Med-Metrix (v) Software & Services L+600 1.0% 9/15/27 56.3 55.8 56.4
Med-Metrix (x) Software & Services L+600 1.0% 9/15/27 25.0 25.0 25.1
Med-Metrix (x) Software & Services L+600 1.0% 9/15/27 7.8 7.8 7.8
Miami Beach Medical Group LLC (k)(l)(m)(t)(v) Health Care Equipment & Services SF+800, 1.5% PIK (1.5% Max PIK) 1.0% 12/14/26 140.5 134.1 130.8
Miami Beach Medical Group LLC (v) Health Care Equipment & Services SF+800, 1.5% PIK (1.5% Max PIK) 1.0% 12/14/26 23.3 22.1 21.7
Monitronics International Inc (aa)(f)(v) Commercial & Professional Services L+750 1.3% 3/29/24 18.7 17.5 12.5
Monitronics International Inc (v) Commercial & Professional Services L+600 1.5% 7/3/24 58.4 56.4 54.6
Monitronics International Inc (x) Commercial & Professional Services L+600 1.5% 7/3/24 11.6 11.6 10.8
Motion Recruitment Partners LLC (f)(i)(v) Commercial & Professional Services SF+650 1.0% 12/20/25 64.2 64.2 64.0
Motion Recruitment Partners LLC (m)(t)(v) Commercial & Professional Services L+650 1.0% 12/22/25 54.8 51.2 54.7
Motion Recruitment Partners LLC (v) Commercial & Professional Services SF+650 1.0% 12/22/25 4.7 4.5 4.7
Motion Recruitment Partners LLC (x) Commercial & Professional Services SF+650 1.0% 12/22/25 59.6 59.6 59.5
NBG Home (v)(y)(z) Consumer Durables & Apparel L+550 1.0% 4/26/24 76.4 71.9 28.0
NCI Inc (v) Software & Services L+750, 0.0% PIK (2.5% Max PIK) 1.0% 8/15/24 77.3 76.4 55.2
Net Documents (v) Software & Services L+625 1.0% 6/30/27 24.6 24.4 24.0
Net Documents (v) Software & Services L+625 1.0% 6/30/27 2.0 2.0 2.0

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~

2022

(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)
Amortized
Cost
Fair
Value(d)
Net Documents (x) Software & Services L+625 1.0% 6/30/27 $ 7.4 $ 7.3 $ 7.2
Net Documents (x) Software & Services L+625 1.0% 6/30/27 0.9 0.9 0.9
New Era Technology Inc (i)(l)(m)(t)(v) Software & Services L+625 1.0% 10/31/26 51.2 49.7 50.3
New Era Technology Inc (v) Software & Services L+625 1.0% 10/31/26 2.1 2.1 2.1
New Era Technology Inc (x) Software & Services L+625 1.0% 10/31/26 2.6 2.6 2.5
Novotech Pty Ltd (w)(x) Health Care Equipment & Services SF+525 0.5% 1/13/28 5.7 5.6 5.5
NPD Group Inc/The (v) Consumer Services SF+350, 2.8% PIK (2.8% Max PIK) 0.8% 12/1/28 19.0 19.0 19.0
NPD Group Inc/The (x) Consumer Services L+575 0.8% 12/1/27 1.0 1.0 1.0
Omnimax International Inc (f)(i)(k)(l)(m)(v) Capital Goods SF+850 1.0% 10/8/26 155.6 149.7 148.6
Omnimax International Inc (v) Capital Goods SF+800 1.0% 10/8/26 22.1 21.1 21.1
Omnimax International Inc (v) Capital Goods SF+800 1.0% 10/8/26 14.6 13.9 14.0
One Call Care Management Inc (aa)(ad)(v) Health Care Equipment & Services L+550 0.8% 4/22/27 4.9 4.7 3.7
Oxford Global Resources LLC (f)(k)(l)(m)(t) Commercial & Professional Services SF+600 1.0% 8/17/27 87.7 87.0 87.2
Oxford Global Resources LLC (v) Commercial & Professional Services SF+600 1.0% 8/17/27 3.2 3.2 3.2
Oxford Global Resources LLC (x) Commercial & Professional Services SF+600 1.0% 8/17/27 15.3 15.3 15.2
Oxford Global Resources LLC (x) Commercial & Professional Services SF+600 1.0% 8/17/27 4.4 4.4 4.4
P2 Energy Solutions Inc. (v) Software & Services L+675 1.0% 1/31/25 3.7 3.5 3.7
P2 Energy Solutions Inc. (i)(k)(m)(s)(t)(v) Software & Services L+675 1.0% 2/2/26 247.2 233.2 242.6
P2 Energy Solutions Inc. (x) Software & Services L+675 1.0% 1/31/25 11.4 11.4 11.2
Parts Town LLC (v) Retailing L+550 0.8% 11/1/28 100.6 99.7 97.4
PartsSource Inc (v) Health Care Equipment & Services L+575 0.8% 8/23/28 65.3 64.6 64.1
PartsSource Inc (x) Health Care Equipment & Services L+575 0.8% 8/21/26 4.3 4.2 4.2
PartsSource Inc (x) Health Care Equipment & Services L+575 0.8% 8/23/28 22.9 22.6 22.5
Performance Health Holdings Inc (f)(i)(m)(v) Health Care Equipment & Services L+600 1.0% 7/12/27 108.3 107.4 107.3
Premium Credit Ltd (v)(w) Diversified Financials SA+650 0.0% 1/16/26 £ 55.9 73.1 62.2
Production Resource Group LLC (ad)(v) Media & Entertainment L+500, 3.1% PIK (3.1% Max PIK) 1.0% 8/21/24 $ 62.3 59.2 64.2
Production Resource Group LLC (ad)(v) Media & Entertainment L+300, 5.5% PIK (5.5% Max PIK) 0.3% 8/21/24 146.4 140.0 149.4
Production Resource Group LLC (ad)(v) Media & Entertainment L+550 PIK (L+550 Max PIK) 1.0% 8/21/24 0.1 0.1 0.1
Production Resource Group LLC (ad)(v) Media & Entertainment L+500, 3.1% PIK (3.1% Max PIK) 1.0% 8/21/24 34.3 34.1 34.6
Propulsion Acquisition LLC (f)(l)(s)(t)(v) Capital Goods L+700 1.0% 7/13/24 60.0 57.3 60.0
PSKW LLC (dba ConnectiveRx) (i)(l)(s)(t)(v) Health Care Equipment & Services L+625 1.0% 3/9/26 292.5 283.0 292.5
Pure Fishing Inc (aa)(v) Consumer Durables & Apparel L+450 0.0% 12/22/25 33.8 33.2 28.0
Qdoba Restaurant Corp (aa)(m)(v) Consumer Services L+700 1.0% 3/21/25 10.9 10.8 10.8
Radwell International LLC/PA (v) Capital Goods SF+575 0.8% 4/1/29 1.0 1.0 1.0
Reliant Rehab Hospital Cincinnati LLC (f)(i)(l)(m)(s)(v) Health Care Equipment & Services L+625 0.0% 2/28/26 106.8 101.4 89.9
Revere Superior Holdings Inc (m)(v) Software & Services L+575 1.0% 9/30/26 33.6 32.9 33.6
Revere Superior Holdings Inc (v) Software & Services L+575 1.0% 9/30/26 1.5 1.5 1.5

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~

2022

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

~~(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, 2017, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 1.33%, the Euro Interbank Offered Rate, or EURIBOR, was (0.33)% and the U.S. Prime Lending Rate, or Prime, was 4.25%. PIK means~~paid-in-kind.~~

~~(c)~~

~~Denominated in U.S. dollars unless otherwise noted.~~

~~(d)~~

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

~~(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).

~~(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).~~

~~(g)~~

~~Security or portion thereof is pledged as collateral supporting the amounts outstanding under the revolving credit facility with ING Capital LLC (see Note 8).~~

~~(h)~~

Security or portion thereof held within Hamilton Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with HSBC Bank USA, N.A. (see Note 8).

~~(i)~~

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% of the Company’s total assets represented qualifying assets.

~~(j)~~

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

~~(k)~~

~~Security isnon-income~~ ~~producing.~~

~~(l)~~

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

~~(m)~~

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

~~(n)~~

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

~~(o)~~

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

~~(p)~~

~~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).~~

Portfolio Company(a)
Footnotes Industry
Rate(b)
Floor(b)
Maturity
Principal
Amount(c)
Amortized
Cost
Fair
Value(d)
Revere Superior Holdings Inc (x) Software & Services L+575 1.0% 9/30/26 $ 1.7 $ 1.7 $ 1.7
Rise Baking Company (v) Food, Beverage & Tobacco L+650 1.0% 8/13/27 3.7 3.6 3.4
Rise Baking Company (l)(m) Food, Beverage & Tobacco L+650 1.0% 8/13/27 28.6 28.0 26.7
Rise Baking Company (x) Food, Beverage & Tobacco L+650 1.0% 8/13/27 1.6 1.6 1.5
RSC Insurance Brokerage Inc (i)(k)(l)(m)(s)(v) Insurance SF+550 0.8% 10/30/26 240.6 234.7 239.0
RSC Insurance Brokerage Inc (x) Insurance SF+550 0.8% 10/30/26 7.7 7.6 7.7
Safe-Guard Products International LLC (f) Diversified Financials L+500 0.5% 1/27/27 0.1 0.1 0.1
SAMBA Safety Inc (v) Software & Services L+525 1.0% 9/1/27 6.1 6.0 6.0
SAMBA Safety Inc (v) Software & Services L+525 1.0% 9/1/27 0.6 0.6 0.6
SAMBA Safety Inc (x) Software & Services L+525 1.0% 9/1/27 1.8 1.8 1.8
SavATree LLC (v) Consumer Services L+550 0.8% 10/12/28 3.2 3.1 3.1
SavATree LLC (x) Consumer Services L+550 0.8% 10/12/28 6.3 6.3 6.3
SavATree LLC (x) Consumer Services L+550 0.8% 10/12/28 6.3 6.3 6.3
Sequa Corp (aa)(m)(v) Capital Goods L+675, 0.0% PIK (1.0% Max PIK) 1.0% 11/28/23 8.3 8.1 8.3
Sequel Youth & Family Services LLC (v)(y)(z) Health Care Equipment & Services 3.0% 2/28/25 57.2 8.9 1.6
SitusAMC Holdings Corp (k)(l)(v) Real Estate L+575 0.8% 12/22/27 55.3 54.8 53.5
Sorenson Communications LLC (aa)(f)(k)(t) Telecommunication Services L+550 0.8% 3/17/26 34.7 32.7 33.3
Source Code LLC (k)(l)(t) Software & Services SF+650 1.0% 6/30/27 52.9 52.0 51.8
Source Code LLC (x) Software & Services SF+650 1.0% 6/30/27 15.3 15.0 15.0
Spins LLC (m)(s)(t)(v) Software & Services L+550 1.0% 1/20/27 68.4 65.4 69.0
Spins LLC (x) Software & Services L+550 1.0% 1/20/27 16.5 16.5 16.6
Spins LLC (x) Software & Services L+550 1.0% 1/20/27 7.9 7.9 7.9
Staples Canada (v)(w) Retailing C+700 1.0% 9/12/24 C$ 31.8 24.9 23.6
Summit Interconnect Inc (f)(k)(l)(m)(t)(v) Capital Goods SF+600 1.0% 9/22/28 $ 97.5 96.6 93.1
Summit Interconnect Inc (v) Capital Goods SF+600 1.0% 9/22/28 39.3 39.3 37.5
Summit Interconnect Inc (x) Capital Goods SF+600 1.0% 9/22/28 9.4 9.4 9.0
Sungard Availability Services Capital Inc (ac)(v) Software & Services L+100, 8.5% PIK (8.5% Max PIK) 0.0% 10/31/22 4.5 4.5 4.5
Sungard Availability Services Capital Inc (ac)(v)(y)(z) Software & Services SF+375, 3.8% PIK (3.8% Max PIK) 1.0% 7/1/24 6.0 5.8 0.5
Sungard Availability Services Capital Inc (ac)(x) Software & Services L+100, 8.5% PIK (8.5% Max PIK) 0.0% 10/31/22 1.7 1.7 1.7
Sweeping Corp of America Inc (m)(v) Commercial & Professional Services L+575 1.0% 11/30/26 72.4 70.3 72.4
Sweeping Corp of America Inc (x) Commercial & Professional Services L+575 1.0% 11/30/26 5.7 5.7 5.7
Tangoe LLC (m)(s)(v) Software & Services L+650 1.0% 11/28/25 179.5 164.4 146.3
Tangoe LLC (m)(s)(v) Software & Services 12.5% PIK (12.5% Max PIK) 11/28/25 2.0 2.0 1.5
Tekfor HoldCo (formerly Amtek Global Technology Pte Ltd) (ad)(v)(w)(y) Automobiles & Components € 42.9 48.6 10.3
ThermaSys Corp (ac)(v)(y)(z) Capital Goods L+1,100 PIK (L+1,100 Max PIK) 1.0% 1/1/24 $ 9.3 8.3 5.7

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~

2022

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

~~(s)~~	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, 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:

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

~~(1)~~

~~Security includes a partially unfunded commitment with an amortized cost of $25 and a fair value of $25.~~

~~(2)~~

The Company held this investment as of December 31, 2016 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, 2016. Transfers in or out have been presented at amortized cost.

~~(3)~~

~~Security is an unfunded commitment with an amortized cost of $361 and a fair value of $361.~~

Portfolio Company(a)
Footnotes Industry
Rate(b)
Floor(b)
Maturity
Principal
Amount(c)
Amortized
Cost
Fair
Value(d)
ThreeSixty Group (m)(v) Retailing SF+500, 2.5% PIK (2.5% Max PIK) 1.5% 3/1/24 $ 46.2 $ 46.1 $ 44.8
ThreeSixty Group (m)(v) Retailing SF+500, 2.5% PIK (2.5%% Max PIK) 1.5% 3/1/24 45.9 45.9 44.6
TIBCO Software Inc (aa)(ab)(v) Software & Services SF+450 0.5% 3/30/29 39.9 36.3 35.9
Time Manufacturing Co (v) Capital Goods L+650 0.8% 12/1/27 45.5 44.6 43.0
Time Manufacturing Co (v) Capital Goods L+650 0.8% 12/1/27 5.7 5.7 5.4
Time Manufacturing Co (v) Capital Goods E+650 0.8% 12/1/27 € 13.7 14.5 12.7
Time Manufacturing Co (x) Capital Goods L+650 0.8% 12/1/27 $ 16.4 16.4 15.5
Transaction Services Group Ltd (v)(w) Software & Services B+650 0.0% 10/15/26 A$ 48.3 34.0 30.9
Transaction Services Group Ltd (v)(w) Software & Services L+650 0.0% 10/15/26 $ 126.2 122.7 125.5
Ultra Electronics Holdings PLC (aa)(v)(w) Capital Goods L+375 0.5% 8/6/29 1.8 1.8 1.7
Ultra Electronics Holdings PLC (aa)(v)(w) Capital Goods E+375 0.0% 8/6/29 € 1.4 1.6 1.2
Version1 Software Ltd (v)(w) Software & Services E+575, 0.0% PIK (1.7% Max PIK) 0.0% 7/11/29 2.5 2.4 2.4
Version1 Software Ltd (v)(w) Software & Services SA+575, 0.0% PIK (1.7% Max PIK) 0.0% 7/11/29 £ 4.0 4.7 4.4
Version1 Software Ltd (w)(x) Software & Services E+575, 0.0% PIK (1.7% Max PIK) 0.0% 7/11/29 € 2.4 2.4 2.3
VetCor Professional Practices LLC (v) Health Care Equipment & Services SF+575 0.8% 8/31/29 $ 75.2 74.3 74.5
VetCor Professional Practices LLC (x) Health Care Equipment & Services SF+575 0.8% 8/31/29 18.0 18.0 17.8
VetCor Professional Practices LLC (x) Health Care Equipment & Services SF+575 0.8% 8/31/29 6.7 6.6 6.7
Warren Resources Inc (ad)(v) Energy L+900, 1.0% PIK (1.0% Max PIK) 1.0% 5/22/24 18.6 17.6 18.6
Wealth Enhancement Group LLC (v)(w) Diversified Financials SF+600 1.0% 10/4/27 28.7 28.6 28.5
Wealth Enhancement Group LLC (w)(x) Diversified Financials SF+600 1.0% 10/4/27 5.7 5.7 5.7
Wealth Enhancement Group LLC (w)(x) Diversified Financials SF+600 1.0% 10/29/27 2.1 2.1 2.1
Woolpert Inc (f)(k)(l)(m)(t)(v) Capital Goods L+600 1.0% 4/5/28 159.9 153.8 154.2
Woolpert Inc (x) Capital Goods L+600 1.0% 4/5/28 3.7 3.7 3.5
Worldwise Inc (v) Household & Personal Products SF+625 1.0% 3/29/28 26.6 26.6 25.2
Worldwise Inc (v) Household & Personal Products SF+625 1.0% 3/29/28 20.1 19.9 19.0
Worldwise Inc (v) Household & Personal Products SF+625 1.0% 3/29/28 6.8 6.8 6.5
Worldwise Inc (x) Household & Personal Products SF+625 1.0% 3/29/28 15.5 15.5 14.7
Worldwise Inc (x) Household & Personal Products SF+625 1.0% 3/29/28 7.4 7.4 7.0
Total Senior Secured Loans—First Lien 10,961.6 10,719.1
Unfunded Loan Commitments (938.6) (938.6)
Net Senior Secured Loans—First Lien 10,023.0 9,780.5
Senior Secured Loans—Second Lien—17.4%

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, ~~2017~~

2022

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

~~(4)~~	~~Interest, PIK, fee and dividend income presented for the full nine months ended September 30, 2017.~~

~~(t)~~

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, the Company held investments in one portfolio company of which it is deemed to be an “affiliated person” and deemed to “control”. During the nine months ended September 30, 2017, the Company disposed of investments in one portfolio company 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:

~~(1)~~

~~(2)~~

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

Portfolio Company(a)
Footnotes Industry
Rate(b)
Floor(b)
Maturity
Principal
Amount(c)
Amortized
Cost
Fair
Value(d)
Advanced Lighting Technologies Inc (v)(y)(z) Materials L+600, 0.0% PIK (16.0% Max PIK) 1.0% 3/16/27 $ 12.8 $ 10.5 $ 3.2
Ammeraal Beltech Holding BV (f)(s)(v)(w) Capital Goods L+775 0.0% 9/12/26 23.6 21.7 23.2
Apex Group Limited (v)(w) Diversified Financials L+675 0.5% 7/27/29 55.0 54.0 53.4
Belk Inc (ac)(v)(y)(z) Retailing 10.0% PIK (10.0% Max PIK) 7/31/25 27.5 4.2 3.7
Byrider Finance LLC (u)(v)(y)(z) Automobiles & Components SF+1,600 1.3% 7/7/23 54.4 53.2 14.8
Caldic BV (v)(w) Retailing SF+725 0.5% 12/30/29 40.0 39.0 38.4
Constellis Holdings LLC (ac)(v) Capital Goods L+1,100, 0.0% PIK (5.0% Max PIK) 1.0% 3/27/25 13.5 12.7 13.5
Cubic Corp (v) Software & Services L+763 0.8% 5/25/29 44.8 42.1 41.0
Element Materials Technology Group US Holdings Inc (v)(w) Commercial & Professional Services SA+725 0.5% 6/24/30 £ 5.0 5.7 5.3
Ellucian Inc (v) Software & Services L+800 1.0% 10/9/28 $ 179.2 170.8�� 178.1
Misys Ltd (aa)(v)(w) Software & Services L+725 1.0% 6/13/25 16.3 15.5 13.4
NBG Home (v)(y)(z) Consumer Durables & Apparel L+1,275 PIK (L+1,275 Max PIK) 1.0% 9/30/24 34.6 29.4 0.1
OEConnection LLC (f)(v) Software & Services L+700 0.5% 9/25/27 76.1 75.7 73.8
Peraton Corp (s)(v) Capital Goods L+800 1.0% 2/1/29 175.0 166.0 172.0
Peraton Corp (v) Capital Goods L+775 0.8% 2/1/29 130.4 124.7 129.4
Pure Fishing Inc (m)(v) Consumer Durables & Apparel L+838 1.0% 12/21/26 100.0 95.1 86.7
Solera LLC (aa)(v) Software & Services L+800 1.0% 6/4/29 312.4 296.9 307.7
Sungard Availability Services Capital Inc (ac)(v)(y)(z) Software & Services SF+400, 2.8% PIK (2.8% Max PIK) 1.0% 8/1/24 15.0 13.5 —
Valeo Foods Group Ltd (v)(w) Food, Beverage & Tobacco E+750 0.0% 10/1/29 € 3.8 4.0 3.5
Valeo Foods Group Ltd (w)(x) Food, Beverage & Tobacco E+750 0.0% 10/1/29 2.3 3.1 3.0
Vantage Specialty Chemicals Inc (aa)(v) Materials L+825 1.0% 10/27/25 $ 0.8 0.7 0.7
Wittur Holding GmbH (v)(w) Capital Goods E+850, 0.5% PIK (0.5% Max PIK) 0.0% 9/23/27 € 113.1 122.0 82.7
Total Senior Secured Loans—Second Lien 1,360.5 1,247.6
Unfunded Loan Commitments (3.1) (3.1)
Net Senior Secured Loans—Second Lien 1,357.4 1,244.5
Other Senior Secured Debt—1.5%
Angelica Corp (h)(y)(z) Health Care Equipment & Services 10.0% PIK (10.0% Max PIK) 12/30/22 56.1 42.3 0.9
JW Aluminum Co (aa)(ad)(s)(v) Materials 10.3% 6/1/26 76.5 75.6 78.5
One Call Care Management Inc (ad)(v) Health Care Equipment & Services 8.5% PIK (8.5% Max PIK) 11/1/28 24.5 22.8 21.2
TIBCO Software Inc (aa)(v) Software & Services 6.5% 3/31/29 1.0 0.8 0.8
TruckPro LLC (aa)(v) Capital Goods 11.0% 10/15/24 9.2 9.2 9.0
Total Other Senior Secured Debt 150.7 110.4

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments

(continued)

As of ~~December 31, 2016~~

September 30, 2022

(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(b)
Maturity
Principal
Amount(c)
Amortized
Cost
Fair
Value(d)
Subordinated Debt—3.6%
Ardonagh Group Ltd (aa)(v)(w) Insurance 12.8% PIK (12.8% Max PIK) 1/15/27 $ 1.0 $ 1.0 $ 1.0
ATX Networks Corp (ab)(ad)(s)(v)(w) Capital Goods 10.0% PIK (10.0% Max PIK) 9/1/28 21.8 8.1 16.6
Element Materials Technology Group US Holdings Inc (v)(w) Commercial & Professional Services SF+850 PIK (SF+850 Max PIK) 0.5% 7/9/31 65.9 64.4 63.2
Encora Digital Inc (v) Software & Services 9.8% PIK (9.8% Max PIK) 12/13/29 22.6 22.0 21.4
Hilding Anders (ad)(v)(w)(y) Consumer Durables & Apparel € 135.2 26.9 —
Hilding Anders (ad)(v)(w)(y)(z) Consumer Durables & Apparel 13.0% PIK (13.0% Max PIK) 11/30/25 143.2 99.4 —
Sorenson Communications LLC (j)(u)(v)(y) Telecommunication Services $ 9.7 8.9 9.3
Sorenson Communications LLC (j)(u)(v)(y) Telecommunication Services 39.5 32.0 32.9
Ultra Electronics Holdings PLC (v)(w) Capital Goods L+725 0.5% 1/31/30 62.4 60.6 58.0
Ultra Electronics Holdings PLC (v)(w) Capital Goods L+900, 0.0% PIK (9.0% Max PIK) 0.5% 1/31/31 58.2 56.5 52.9
Total Subordinated Debt 379.8 255.3

Portfolio Company(a)
Footnotes Industry
Rate(b)
Floor(b)
Maturity
Principal
Amount(c)/ Shares
Amortized
Cost
Fair
Value(d)
Asset Based Finance—25.5%
801 5th Ave, Seattle, Private Equity (ad)(v)(w)(y) Real Estate 8,554,983 $ 14.1 $ 14.3
801 5th Ave, Seattle, Structure Mezzanine (ad)(v)(w) Real Estate 8.0%, 3.0% PIK (3.0% Max PIK) 12/19/29 $ 57.2 55.3 57.2
Abacus JV, Private Equity (v)(w) Insurance 49,223,047 48.2 52.3
Accelerator Investments Aggregator LP, Private Equity (v)(w)(y) Diversified Financials 3,869,291 4.5 3.0
Altavair AirFinance, Private Equity (v)(w) Capital Goods 118,783,852 119.7 135.1
Australis Maritime, Common Stock (v)(w) Transportation 43,151,590 41.7 43.6
Avenue One PropCo, Private Equity (ad)(v)(w)(y) Real Estate 41,348,722 41.3 41.3
Avida Holding AB, Common Stock (ad)(v)(w)(y) Diversified Financials 405,023,756 44.6 37.7
Byrider Finance LLC, Structured Mezzanine (v) Automobiles & Components L+1,050 0.3% 6/3/28 $ 10.6 10.6 10.6
Byrider Finance LLC, Structured Mezzanine (x) Automobiles & Components L+1,050 0.3% 6/3/28 $ 12.4 12.4 12.3
Callodine Commercial Finance LLC, 2L Term Loan A (v) Diversified Financials L+900 1.0% 11/3/25 $ 125.0 119.0 126.0
Callodine Commercial Finance LLC, 2L Term Loan B (v) Diversified Financials L+900 1.0% 11/3/25 $ 12.0 12.0 12.1
Callodine Commercial Finance LLC, 2L Term Loan B (x) Diversified Financials L+900 1.0% 11/3/25 $ 36.1 36.1 36.3
Capital Automotive LP, Private Equity (v)(w) Real Estate 21,640,936 23.7 27.2
Capital Automotive LP, Structured Mezzanine (v)(w) Real Estate 11.0% 12/22/28 $ 42.7 41.9 42.7
Global Jet Capital LLC, Preferred Stock (j)(u)(v)(y) Commercial & Professional Services 149,494,590 69.4 —
Global Jet Capital LLC, Preferred Stock (j)(u)(v)(y)(z) Commercial & Professional Services 9.0% PIK (9.0% Max PIK) 10/1/28 $ 442.9 309.4 232.0

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of ~~December 31, 2016~~

September 30, 2022

(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(b)
Maturity
Principal
Amount(c)/ Shares
Amortized
Cost
Fair
Value(d)
Global Jet Capital LLC, Structured Mezzanine (j)(u)(v)(w) Commercial & Professional Services 15.0% PIK (15.0% Max PIK) 12/4/25 $ 27.0 $ 20.2 $ 27.0
Global Jet Capital LLC, Structured Mezzanine (j)(u)(v)(w) Commercial & Professional Services 15.0% PIK (15.0% Max PIK) 12/9/25 $ 19.8 14.4 19.8
Global Jet Capital LLC, Structured Mezzanine (j)(u)(v)(w) Commercial & Professional Services 15.0% PIK (15.0% Max PIK) 1/29/26 $ 2.3 1.6 2.3
Global Lending Services LLC, Private Equity (v)(w) Diversified Financials 8,622,196 10.0 9.2
Global Lending Services LLC, Private Equity (v)(w) Diversified Financials 11,471,468 11.5 12.0
Global Lending Services LLC, Private Equity (v)(w)(y) Diversified Financials 3,736,989 3.7 3.7
Home Partners JV 2, Private Equity (ac)(v)(w)(y) Real Estate 4,471,509 4.4 5.2
Home Partners JV 2, Private Equity (ac)(v)(w)(y) Real Estate 168,710 0.2 0.2
Home Partners JV 2, Structured Mezzanine (ac)(v)(w) Real Estate 11.0% PIK (11.0% Max PIK) 3/20/30 $ 10.0 10.0 10.0
Jet Edge International LLC, Term Loan (v) Transportation 10.0%, 2.0% PIK (2.0% Max PIK) 4/2/26 $ 94.2 94.2 97.0
Jet Edge International LLC, Term Loan (x) Transportation 10.0%, 2.0% PIK (2.0% Max PIK) 4/2/26 $ 0.7 0.7 0.7
Kilter Finance, Preferred Stock (ad)(v)(w) Insurance 12.0% $ 75.9 74.4 75.9
Kilter Finance, Private Equity (ad)(v)(w)(y) Insurance 536,709 0.5 0.5
KKR Central Park Leasing Aggregator L.P., Partnership Interest (v)(w)(y)(z) Capital Goods 14.3% 5/31/23 $ 39.1 39.1 16.3
KKR Chord IP Aggregator LP, Partnership Interest (v)(w) Media & Entertainment 62,294,586 62.3 68.5
KKR Rocket Loans Aggregator LLC, Partnership Interest (ad)(v)(w) Diversified Financials 2,977,627 3.0 3.0
KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest (v)(w)(y) Capital Goods 23,664,954 23.0 19.6
Luxembourg Life Fund - Absolute Return Fund II, Structured Mezzanine (v)(w) Insurance SF+750 0.5% 2/10/27 $ 26.2 26.2 26.0
My Community Homes PropCo 2, Private Equity (ad)(v)(w)(y) Real Estate 85,000,000 85.0 85.0
NewStar Clarendon 2014-1A Class D (v)(w) Diversified Financials 19.7% 1/25/27 $ 8.3 2.5 3.5
Opendoor Labs Inc, Structured Mezzanine (v)(w) Real Estate 10.0% 4/1/26 $ 106.6 106.6 101.6
Opendoor Labs Inc, Structured Mezzanine (w)(x) Real Estate 10.0% 4/1/26 $ 53.4 53.4 50.9
Pretium Partners LLC P2, Term Loan (v)(w) Real Estate 11.0% 12/16/29 $ 33.5 32.9 32.9
Prime ST LLC, Private Equity (ad)(v)(w)(y) Real Estate 5,983,135 7.7 —
Prime ST LLC, Structured Mezzanine (ad)(v)(w) Real Estate 5.0%, 6.0% PIK (6.0% Max PIK) 3/12/30 $ 52.4 50.5 47.7
Roemanu LLC (FKA Toorak Capital Partners LLC), Private Equity (ad)(v) Real Estate 220,778,388 236.5 259.7
Saluda Grade Alternative Mortgage Trust 2022-BC2, Structured Mezzanine (v)(w) Real Estate 8.0% 7/25/30 $ 5.7 5.7 5.7
Saluda Grade Alternative Mortgage Trust 2022-BC2, Structured Mezzanine (v)(w) Real Estate 18.0% 7/25/30 $ 3.4 2.3 2.4
Saluda Grade Alternative Mortgage Trust 2022-BC2, Term Loan (v)(w) Real Estate 7.3% 7/25/30 $ 34.5 34.5 34.4

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of ~~December 31, 2016~~

September 30, 2022

(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(b)
Maturity
Principal
Amount(c)/ Shares
Amortized
Cost
Fair
Value(d)
Star Mountain Diversified Credit Income Fund III, LP, Private Equity (o)(w) Diversified Financials 23,500,000 $ 23.5 $ 23.9
Total Asset Based Finance 2,044.4 1,928.3
Unfunded commitments (102.6) (102.6)
Net Asset Based Finance 1,941.8 1,825.7
Credit Opportunities Partners JV, LLC —20.5%
Credit Opportunities Partners JV, LLC (ad)(v)(w) Diversified Financials $ 1,637.3 1,571.7 1,466.1
Credit Opportunities Partners JV, LLC 1,571.7 1,466.1

Portfolio Company(a)
Footnotes Industry
Rate(b)
Floor(b)
Maturity Number of
Shares Amortized
Cost
Fair
Value(d)
Equity/Other—15.5%(e)
Abaco Energy Technologies LLC, Common Stock (v)(y) Energy 3,055,556 $ 0.2 $ 0.4
Abaco Energy Technologies LLC, Preferred Stock (v)(y) Energy 12,734,481 1.5 2.5
Affordable Care Inc, Preferred Stock (ac)(v) Health Care Equipment & Services 11.8% PIK (11.8% Max PIK) 49,073,000 48.1 50.0
American Vision Partners, Private Equity (v)(y) Health Care Equipment & Services 2,450,230 2.5 2.0
Amerivet Partners Management Inc, Preferred Stock (v) Health Care Equipment & Services 11.5% PIK (11.5% Max PIK) 12,702,290 12.3 12.1
Amtek Global Technology Pte Ltd, Common Stock (ad)(g)(v)(w)(y) Automobiles & Components 7,046,126 — —
Amtek Global Technology Pte Ltd, Ordinary Shares (ad)(v)(w)(y) Automobiles & Components 5,735,804,056 30.7 —
Amtek Global Technology Pte Ltd, Private Equity (ad)(v)(w)(y) Automobiles & Components 4,097 — —
Angelica Corp, Limited Partnership Interest (h)(y) Health Care Equipment & Services 877,044 47.6 —
Arcos LLC/VA, Preferred Stock (v) Software & Services L+950 PIK (L+950 Max PIK) 1.0% 4/30/31 15,000,000 14.0 13.7
Arena Energy LP, Warrants (v) Energy 68,186,525 0.4 0.5
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock (p)(y) Energy 10,193 9.7 2.8
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim (p)(y) Energy 86,607,143 19.4 23.5
athenahealth Inc, Preferred Stock (ac)(v) Health Care Equipment & Services 10.8% PIK (10.8% Max PIK) 267,493 262.2 229.0
ATX Networks Corp, Common Stock (ab)(ad)(s)(v)(w)(y) Capital Goods 3,773 — —
AVF Parent LLC, Trade Claim (v)(y) Retailing 44,507 — —
Belk Inc, Common Stock (ac)(v)(y) Retailing 94,950 — —
Borden (New Dairy Opco), Common Stock (ac)(h)(n)(y) Food, Beverage & Tobacco 11,167,000 9.1 4.9
Bowery Farming Inc, Warrants (v)(y) Food, Beverage & Tobacco 4/30/26 161,828 0.0 3.0
Catalina Marketing Corp, Common Stock (v)(y) Media & Entertainment 6,522 — —
CDS US Intermediate Holdings Inc, Warrant (aa)(v)(w)(y) Media & Entertainment 2,023,714 — 5.8
Cengage Learning, Inc, Common Stock (v)(y) Media & Entertainment 227,802 7.5 3.5
Cimarron Energy Inc, Common Stock (v)(y) Energy 4,302,293 — —

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of ~~December 31, 2016~~

September 30, 2022

(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(b)
Maturity Number of
Shares Amortized
Cost
Fair
Value(d)
Cimarron Energy Inc, Participation Option (v)(y) Energy 25,000,000 $ — $ —
Constellis Holdings LLC, Private Equity (ac)(f)(v)(y) Capital Goods 849,702 10.3 5.9
CTI Foods Holding Co LLC, Common Stock (v)(y) Food, Beverage & Tobacco 5,892 0.7 —
Cubic Corp, Preferred Stock (v) Software & Services 11.0% PIK (11.0% Max PIK) 42,141,600 39.7 35.1
Envigo Laboratories Inc, Series A Warrant (s)(y) Health Care Equipment & Services 4/29/24 10,924 — —
Envigo Laboratories Inc, Series B Warrant (s)(y) Health Care Equipment & Services 4/29/24 17,515 — —
Fox Head Inc, Common Stock (j)(v) Consumer Durables & Apparel 10,000,000 2.9 0.6
Fronton BV, Common Stock (ac)(o)(y) Consumer Services 14,943 — 1.1
Galaxy Universal LLC, Common Stock (n)(y) Consumer Durables & Apparel 228,806 35.5 14.9
Galaxy Universal LLC, Trade Claim (v)(y) Consumer Durables & Apparel 6,723,167 4.0 1.5
Genesys Telecommunications Laboratories Inc, Class A Shares (v)(y) Technology Hardware & Equipment 40,529 — —
Genesys Telecommunications Laboratories Inc, Ordinary Shares (v)(y) Technology Hardware & Equipment 41,339 — —
Genesys Telecommunications Laboratories Inc, Preferred Stock (v)(y) Technology Hardware & Equipment 1,050,465 — —
Gracent LLC, NP-1 Common Stock (n)(y) Health Care Equipment & Services 1,000,000 4.2 —
Harvey Industries Inc, Common Stock (v) Capital Goods 5,000,000 2.2 4.5
Hilding Anders, Class A Common Stock (ad)(v)(w)(y) Consumer Durables & Apparel 4,503,411 0.1 —
Hilding Anders, Class B Common Stock (ad)(v)(w)(y) Consumer Durables & Apparel 574,791 0.0 —
Hilding Anders, Class C Common Stock (ad)(v)(w)(y) Consumer Durables & Apparel 213,201 — —
Hilding Anders, Equity Options (ad)(v)(w)(y) Consumer Durables & Apparel 11/30/25 236,160,807 15.0 —
HM Dunn Co Inc, Preferred Stock, Series A (ad)(s)(v)(y) Capital Goods 85,385 7.1 10.9
HM Dunn Co Inc, Preferred Stock, Series B (ad)(s)(v)(y) Capital Goods 15,000 — —
Imagine Communications Corp, Common Stock (v)(y) Media & Entertainment 33,034 3.8 2.5
Jones Apparel Holdings, Inc., Common Stock (v)(y) Consumer Durables & Apparel 5,451 0.9 —
JW Aluminum Co, Common Stock (ad)(j)(u)(v)(y) Materials 2,105 0.0 2.2
JW Aluminum Co, Preferred Stock (ad)(j)(u)(v) Materials 6.3% PIK (12.5% Max PIK) 2/15/28 15,279 195.6 105.4
Maverick Natural Resources LLC, Common Stock (n)(o)(y) Energy 259,211 84.5 192.6
MB Precision Holdings LLC, Class A - 2 Units (n)(o)(y) Capital Goods 8,081,288 0.5 —
Med-Metrix, Common Stock (h)(y) Software & Services 29,403 1.5 2.5
Med-Metrix, Preferred Stock (h) Software & Services 8.0% PIK (8.0% Max PIK) 29,403 1.5 1.5
Miami Beach Medical Group LLC, Common Stock (v)(y) Health Care Equipment & Services 5,000,000 4.8 1.6
Misys Ltd, Preferred Stock (v)(w) Software & Services L+1,025 PIK (L+1,025 Max PIK) 0.0% 62,923,634 58.8 60.2
NBG Home, Common Stock (v)(y) Consumer Durables & Apparel 1,903 2.4 —
Nine West Holdings Inc, Common Stock (v)(y) Consumer Durables & Apparel 5,451 6.4 —
One Call Care Management Inc, Common Stock (ad)(v)(y) Health Care Equipment & Services 34,872 2.1 2.1
One Call Care Management Inc, Preferred Stock A (ad)(v)(y) Health Care Equipment & Services 371,992 22.8 22.5

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of ~~December 31, 2016~~

September 30, 2022

(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(b)
Maturity Number of
Shares Amortized
Cost
Fair
Value(d)
One Call Care Management Inc, Preferred Stock B (ad)(v) Health Care Equipment & Services 9.0% PIK (9.0% Max PIK) 10/25/29 7,672,347 $ 8.0 $ 7.7
Petroplex Acidizing Inc, Trade Claim (v)(y) Energy 646,309 0.6 0.6
Polyconcept North America Inc, Class A - 1 Units (v) Household & Personal Products 30,000 3.0 9.0
PRG III LLC, Preferred Stock, Series A PIK (ad)(v)(y) Media & Entertainment 8/21/24 434,250 18.1 63.4
PRG III LLC, Preferred Stock, Series B PIK (ad)(v)(y) Media & Entertainment 8/21/24 140 — —
Proserv Acquisition LLC, Class A Common Units (ac)(v)(w)(y) Energy 2,635,005 33.5 0.5
Proserv Acquisition LLC, Class A Preferred Units (ac)(v)(w)(y) Energy 837,780 5.4 9.0
Quorum Health Corp, Trade Claim (v)(y) Health Care Equipment & Services 8,301,000 0.7 0.9
Quorum Health Corp, Trust Initial Funding Units (v)(y) Health Care Equipment & Services 143,400 0.2 0.2
Ridgeback Resources Inc, Common Stock (j)(u)(v)(w) Energy 1,969,418 8.0 8.3
Sequel Youth & Family Services LLC, Class R Common Stock (n)(y) Health Care Equipment & Services 900,000 — —
Sorenson Communications LLC, Common Stock (j)(u)(v)(y) Telecommunication Services 42,731 7.1 2.9
Sorenson Communications LLC, Trade Claim (j)(u)(v)(y) Telecommunication Services 987,959 1.0 1.0
Sound United LLC, Common Stock (v) Consumer Durables & Apparel 532,768 0.7 7.0
Stuart Weitzman Inc, Common Stock (v)(y) Consumer Durables & Apparel 5,451 — —
Sungard Availability Services Capital Inc, Common Stock (ac)(s)(u)(v)(y) Software & Services 262,516 6.9 —
Swift Worldwide Resources Holdco Ltd, Common Stock (v)(y) Energy 1,250,000 1.2 0.8
ThermaSys Corp, Common Stock (ac)(u)(v)(y) Capital Goods 17,383,026 10.2 —
ThermaSys Corp, Preferred Stock (ac)(v)(y) Capital Goods 1,529 1.7 —
TIBCO Software Inc, Preferred Stock (v) Software & Services SF+1,200 PIK (SF+1,200 Max PIK) 0.5% 12/31/69 133,186,150 127.3 127.3
Ultra Electronics Holdings PLC, Private Equity (v)(w)(y) Capital Goods 7,141,708 8.8 7.5
Versatile Processing Group Inc, Class A - 2 Units (u)(y) Materials 3,637,500 3.6 —
Warren Resources Inc, Common Stock (ad)(v)(y) Energy 3,483,788 12.8 24.8
Worldwise Inc, Class A Private Equity (v)(y) Household & Personal Products 32,109 1.6 1.6
Worldwise Inc, Class B Private Equity (v)(y) Household & Personal Products 32,109 1.6 0.9
Zeta Interactive Holdings Corp, Common Stock (aa)(v)(y) Software & Services 2,208,577 18.8 14.6
Total Equity/Other 1,253.3 1,109.3
TOTAL INVESTMENTS—220.6% $ 16,677.7 15,791.8
LIABILITIES IN EXCESS OF OTHER ASSETS—(120.6%) (8,631.8)
NET ASSETS—100% $ 7,160.0

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of ~~December 31, 2016~~

September 30, 2022

(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

Foreign currency forward contracts

Foreign Currency Settlement Date Counterparty Amount and Transaction US$ Value at Settlement Date
US$ Value at
September 30, 2022
Unrealized Appreciation (Depreciation)
AUD 10/17/2022 JP Morgan Chase Bank A$ 3.0 Sold $ 2.1 $ 1.9 $ 0.2
AUD 2/14/2023 JP Morgan Chase Bank A$ 2.2 Sold 1.6 1.4 0.2
CAD 11/10/2022 JP Morgan Chase Bank C$ 1.5 Sold 1.2 1.1 0.1
CAD 11/15/2024 JP Morgan Chase Bank C$ 4.0 Sold 3.2 2.9 0.3
CAD 1/11/2023 JP Morgan Chase Bank C$ 1.5 Sold 1.2 1.1 0.1
CAD 7/5/2023 JP Morgan Chase Bank C$ 1.9 Sold 1.5 1.4 0.1
CAD 7/5/2023 JP Morgan Chase Bank C$ 1.4 Sold 1.1 1.0 0.1
EUR 7/17/2023 JP Morgan Chase Bank € 1.3 Sold 1.7 1.3 0.4
EUR 8/8/2025 JP Morgan Chase Bank € 4.8 Sold 5.7 4.9 0.8
EUR 8/8/2025 JP Morgan Chase Bank € 1.9 Sold 2.3 2.0 0.3
EUR 2/23/2024 JP Morgan Chase Bank € 42.3 Sold 49.1 42.7 6.4
EUR 12/15/2023 JP Morgan Chase Bank € 13.0 Sold 13.4 13.1 0.3
GBP 1/11/2023 JP Morgan Chase Bank £ 1.9 Sold 2.9 2.2 0.7
GBP 1/11/2023 JP Morgan Chase Bank £ 1.7 Sold 2.6 1.9 0.7
GBP 1/11/2023 JP Morgan Chase Bank £ 3.4 Sold 4.8 3.8 1.0
GBP 1/11/2023 JP Morgan Chase Bank £ 5.0 Sold 6.6 5.5 1.1
GBP 1/11/2023 JP Morgan Chase Bank £ 1.4 Sold 1.9 1.6 0.3
GBP 10/13/2023 JP Morgan Chase Bank £ 6.2 Sold 8.5 6.9 1.6
NOK 8/8/2025 JP Morgan Chase Bank NOK 45.0 Sold 4.8 4.2 0.6
SEK 8/8/2025 JP Morgan Chase Bank SEK 119.3 Sold 13.3 11.0 2.3
SEK 8/8/2025 JP Morgan Chase Bank SEK 27.8 Sold 3.1 2.6 0.5
SEK 5/10/2024 JP Morgan Chase Bank SEK 503.0 Sold 60.1 46.1 14.0
SEK 5/10/2024 JP Morgan Chase Bank SEK 34.5 Sold 4.1 3.1 1.0
SEK 5/10/2024 JP Morgan Chase Bank SEK 68.0 Sold 8.1 6.2 1.9
SEK 5/10/2024 JP Morgan Chase Bank SEK 250.0 Sold 26.4 22.9 3.5
Total $ 231.3 $ 192.8 $ 38.5

_______________

(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, 2022, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 3.75%, the Euro Interbank Offered Rate, or EURIBOR, was 1.17%, Canadian Dollar Offer Rate, or CDOR was 4.20%, the Australian Bank Bill Swap Bid Rate, or BBSY, or “B”, was 3.11%, the Reykjavik Interbank Offered Rate, or REIBOR or "R", was 6.30%, the Stockholm Interbank Offered Rate, or STIBOR or "SR", was 1.73%, the Sterling Interbank Offered Rate, or SONIA or "SA", was 2.19%, the Secured Overnight Financing Rate, or SOFR, was 3.59% and the U.S. Prime Lending Rate, or Prime, was 6.25%. PIK means paid-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)See Note 8 for additional information regarding the fair value of the Company's financial instruments.

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

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of ~~December 31, 2016~~

September 30, 2022

(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

~~(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, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 1.00%, the Euro Interbank Offered Rate, or EURIBOR, was (0.32)% and the U.S. Prime Lending Rate, or Prime, was 3.75%. PIK means~~paid-in-kind.~~

~~(c)~~

~~Denominated in U.S. dollars unless otherwise noted.~~

~~(d)~~

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

~~(e)~~

~~(f)~~

~~(g)~~

~~Security or portion thereof is pledged as collateral supporting the amounts outstanding under the revolving credit facility with ING Capital LLC (see Note 8).~~

~~(h)~~

~~(i)~~

~~Position or portion thereof unsettled as of December 31, 2016.~~

(f)Security or portion thereof held within Ambler Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Ally Bank (see Note 9).

(g)Security or portion thereof held within CCT Dublin Funding Limited.

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

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

(j)Security or portion thereof held within Cobbs Creek LLC and is pledged as collateral supporting the amounts outstanding under the senior secured revolving credit facility (see Note 9).

(k)Security or portion thereof held within Darby Creek LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Deutsche Bank AG, New York Branch (see Note 9).

(l)Security or portion thereof held within Dunlap Funding LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Deutsche Bank AG, New York Branch (see Note 9).

(m)Security or portion thereof held within FS KKR MM CLO 1 LLC (see Note 9).

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

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

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

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

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

(s)Security or portion thereof held within Juniata River LLC and is pledged as collateral supporting the amounts outstanding under a term loan credit facility with JPMorgan Chase Bank, N.A. (see Note 9).

(t)Security or portion thereof held within Meadowbrook Run LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Morgan Stanley Senior Funding, Inc. (see Note 9).

(u)Security or portion thereof held within Race Street Funding LLC. Security is available as collateral to support the amounts outstanding under the Senior Secured Revolving Credit Facility (see Note 9).

(v)Security or portion thereof is pledged as collateral supporting the amounts outstanding under the Senior Secured Revolving Credit Facility (see Note 9).

(w)The investment, or portion of 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, 2022, 76.5% of the Company’s total assets represented qualifying assets.

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

(y)Security is non-income producing.

(z)Asset is on non-accrual status.

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

(ab)Position or portion thereof unsettled as of September 30, 2022.

(ac)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, 2022, 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 as of September 30, 2022:

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of ~~December 31, 2016~~

September 30, 2022

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

~~(j)~~	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% of the Company’s total assets represented qualifying assets.

~~(k)~~

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

~~(l)~~

~~Security isnon-income~~ ~~producing.~~

~~(m)~~

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

~~(n)~~

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

~~(o)~~

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

~~(p)~~

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

~~(q)~~

~~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)~~

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

~~(s)~~

~~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 consolidated schedule of investments as of December 31, 2016 (see Note 8).~~

~~(t)~~

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, 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:

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—First Lien

ASG Technologies Group, Inc.
$ 38,321 $ 15,628 — $ 44 — $ 773 $ 54,766 $ 4,841 — —
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 —
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 — — —
Fronton Investor Holdings, LLC, Class B Units
$ 16,138 — $ (1,874 ) — — $ 828 $ 15,092 — — $ 224
Roadhouse Holding Inc., Common Equity
— $ 6,932 — — — $ 1,215 $ 8,147 — — —

Portfolio Company Fair Value at December 31, 2021
Gross Additions(1)
Gross Reductions(2)
Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value at September 30, 2022
Interest Income(3)
PIK Income(3)
Fee Income(3)
Dividend and Other Income(3)
Constellis Holdings LLC $ 15.0 $ 0.3 $ — $ — $ (0.3) $ 15.0 $ 1.3 $ — $ — $ —
Fairway Group Holdings Corp 0.7 — — (1.0) 0.3 — — — — —
Fairway Group Holdings Corp — — — — — — — — — —
Micronics Filtration Holdings LLC 51.0 5.7 (51.7) — (5.0) — 0.2 0.3 — —
Petroplex Acidizing Inc 9.7 — (16.7) (5.3) 12.3 — — — — —
Sorenson Communications LLC(4)
60.1 — (56.9) — (3.2) — — — — —
Sungard Availability Services Capital Inc 6.0 0.1 — — (5.6) 0.5 — — — —
Sungard Availability Services Capital Inc — 4.5 — — — 4.5 0.3 0.1 0.2 —
ThermaSys Corp 3.5 — — — 2.2 5.7 — — — —
Senior Secured Loans—Second Lien
Belk Inc 6.7 — — — (3.0) 3.7 — — — —
Constellis Holdings LLC 12.0 0.2 — — 1.3 13.5 1.4 — — —
Fairway Group Holdings Corp — — — — — — — — — —
Sungard Availability Services Capital Inc 8.3 — (0.2) — (8.1) — — — — —
Subordinated Debt
athenahealth Inc — 5.5 (4.7) (0.8) — — 0.1 — — —
Asset Based Finance
Home Partners JV, Structured Mezzanine 90.4 7.9 (98.1) 4.6 (4.8) — 0.3 7.5 — —
Home Partners JV, Private Equity 9.4 — (11.8) 6.4 (4.0) — — — — 0.7
Home Partners JV, Common Stock 80.6 — (101.0) 53.4 (33.0) — — — — 4.3
Home Partners JV 2, Structured Mezzanine 3.5 6.5 — 0.1 (0.1) 10.0 — 0.4 — —
Home Partners JV 2, Private Equity 0.1 0.1 — — — 0.2 — — — —
Home Partners JV 2, Private Equity 1.6 2.9 — — 0.7 5.2 — — — —
Jet Edge International LLC, Preferred Stock 16.8 — (30.1) 9.2 4.1 — 0.7 — — —
Jet Edge International LLC, Warrant 4.5 — (13.3) 13.3 (4.5) — — — — 1.5
Jet Edge International LLC, Term Loan 75.6 — (75.9) — 0.3 — 9.9 1.9 2.7 —
Orchard Marine Limited, Class B Common Stock — — — (3.1) 3.1 — — — — —
Orchard Marine Limited, Series A Preferred Stock 64.6 — (65.4) 3.4 (2.6) — — — — —
Equity/Other
Affordable Care Inc, Preferred Stock 52.1 — — — (2.1) 50.0 — 4.1 — —
athenahealth Inc, Preferred Stock — 311.3 (47.5) (1.6) (33.2) 229.0 1.4 20.2 — —
Belk Inc, Common Stock — — — — — — — — — —
Borden (New Dairy Opco), Common Stock 7.7 — — — (2.8) 4.9 — — — —
Constellis Holdings LLC, Private Equity 0.2 — — — 5.7 5.9 — — — —
Fairway Group Holdings Corp, Common Stock — — — — — — — — — —
Fronton BV, Common Stock 1.4 — — — (0.3) 1.1 — — — —
Micronics Filtration Holdings Inc, Common Stock — — (0.1) (0.5) 0.6 — — — — —
Micronics Filtration Holdings Inc, Preferred Stock, Series A 0.1 — — (0.6) 0.5 — — — — —

See notes to unaudited consolidated financial statements.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of ~~December 31, 2016~~

September 30, 2022

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

~~(u)~~	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, the Company held investments in one portfolio company of which it is 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:

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    —    —

______________

(1)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 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, PIK, fee and dividend income presented for the full nine months ended September 30, 2022.

(4)The Company held this investment as of September 30, 2022 but it was not deemed to be an “affiliated person” of the portfolio company as of September 30, 2022. Transfers in or out have been presented at amortized cost.

(ad)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, 2022, the Company held investments in portfolio companies of which it is deemed to be an "affiliated person" and deemed to "control". During the nine months ended September 30, 2022, the Company disposed of investments in portfolio 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 as of September 30, 2022:

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, 2022

(in millions, except share amounts)


Portfolio Company	Fair Value at December 31, 2021		Gross Additions(1)		Gross Reductions(2)		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value at September 30, 2022		Interest Income(3)		PIK Income(3)		Fee Income(3)		Dividend and Other Income(3)
Production Resource Group LLC	$	0.1	$	—	$	—	$	—	$	—	$	0.1	$	—	$	—	$	—	$	—
Production Resource Group LLC	64.4		2.8		(0.4)		—		0.9		67.7		4.7		1.5		—		—
Production Resource Group LLC	20.2		10.8		(0.2)		—		0.3		31.1		—		—		—		—
Warren Resources Inc	18.7		0.4		(0.2)		—		(0.3)		18.6		1.8		0.1		—		—



Senior Secured Loans—Second Lien
Amtek Global Technology Pte Ltd	—		—		—		(39.1)		39.1		—		—		—		—		—

Other Senior Secured Debt
JW Aluminum Co	81.0		0.1		—		—		(2.6)		78.5		6.0		—		—		—
One Call Care Management Inc	23.5		1.2		—		—		(3.5)		21.2		0.2		1.5		—		—

Subordinated Debt
ATX Networks Corp	7.1		3.3		—		—		6.2		16.6		2.2		—		—		—
Hilding Anders	46.6		—		—		—		(46.6)		—		—		—		—		—
Hilding Anders	—		—		—		—		—		—		—		—		—		—
Hilding Anders	—		—		—		—		—		—		—		—		—		—


Asset Based Finance
801 5th Ave, Seattle, Structure Mezzanine	57.2		0.2		—		—		(0.2)		57.2		3.5		1.3		—		—
801 5th Ave, Seattle, Private Equity	23.1		—		—		—		(8.8)		14.3		—		—		—		—
Avenue One PropCo, Private Equity	—		41.3		—		—		—		41.3		—		—		—		—
Avida Holding AB, Common Stock	52.3		—		—		—		(14.6)		37.7		—		—		—		—
Kilter Finance, Preferred Stock	36.1		39.8		—		—		—		75.9		4.8		1.9		—		—
Kilter Finance, Private Equity	0.5		—		—		—		—		0.5		—		—		—		—
KKR Rocket Loans Aggregator LLC, Partnership Interest	1.4		1.6		—		—		—		3.0		—		—		—		0.8
My Community Homes PropCo 2, Private Equity	33.0		157.0		(105.0)		—		—		85.0		—		—		—		—
Prime St LLC, Private Equity	9.1		—		—		—		(9.1)		—		—		—		—		—
Prime St LLC, Structured Mezzanine	52.4		0.1		—		—		(4.8)		47.7		2.6		2.4		—		—
Toorak Capital Funding LLC, Membership Interest	1.7		—		(1.7)		(0.2)		0.2		—		—		—		—		0.3
Roemanu LLC (FKA Toorak Capital Partners LLC), Private Equity	199.3		78.4		—		—		(18.0)		259.7		—		—		—		13.7
Roemanu LLC (FKA Toorak Capital Partners LLC), Structured Mezzanine	22.0		32.0		(54.0)		—		—		—		—		0.6		—		—
Credit Opportunities Partners JV, LLC
Credit Opportunities Partners JV, LLC	1,396.2		175.0		—		—		(105.1)		1,466.1		—		—		—		153.4
Equity/Other
Amtek Global Technology Pte Ltd, Common Stock	—		—		—		—		—		—		—		—		—		—
Amtek Global Technology Pte Ltd, Ordinary Shares	—		—		—		—		—		—		—		—		—		—
Amtek Global Technology Pte Ltd, Private Equity	—		—		—		—		—		—		—		—		—		—
ATX Networks Corp, Common Stock	—		—		—		—		—		—		—		—		—		—
Hilding Anders, Class A Common Stock	—		—		—		—		—		—		—		—		—		—

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Unaudited Consolidated Schedule of Investments (continued)

As of September 30, 2022

(in millions, except share amounts)


Portfolio Company	Fair Value at December 31, 2021		Gross Additions(1)		Gross Reductions(2)		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value at September 30, 2022		Interest Income(3)		PIK Income(3)		Fee Income(3)		Dividend and Other Income(3)
Hilding Anders, Class B Common Stock	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Hilding Anders, Class C Common Stock	—		—		—		—		—		—		—		—		—		—
Hilding Anders, Equity Options	—		—		—		—		—		—		—		—		—		—
HM Dunn Co Inc, Preferred Stock, Series A	7.1		—		—		—		3.8		10.9		—		—		—		—
HM Dunn Co Inc, Preferred Stock, Series B	—		—		—		—		—		—		—		—		—		—
JW Aluminum Co, Common Stock	—		—		—		—		2.2		2.2		—		—		—		—
JW Aluminum Co, Preferred Stock	122.6		17.7		—		—		(34.9)		105.4		0.6		15.2		—		—
One Call Care Management Inc, Common Stock	2.4		—		—		—		(0.3)		2.1		—		—		—		—
One Call Care Management Inc, Preferred Stock A	26.1		—		—		—		(3.6)		22.5		—		—		—		—
One Call Care Management Inc, Preferred Stock B	9.2		—		—		—		(1.5)		7.7		—		0.5		—		—
PRG III LLC, Preferred Stock, Series A PIK	17.4		—		—		—		46.0		63.4		—		—		—		—
PRG III LLC, Preferred Stock, Series B PIK	—		—		—		—		—		—		—		—		—		—
Sound United LLC, Common Stock(4)	77.5		—		(17.3)		—		(60.2)		—		—		—		—		—
Warren Resources Inc, Common Stock	20.4		—		—		—		4.4		24.8		—		—		—		—






Total	$	2,684.1	$	579.2	$	(203.8)	$	(42.5)	$	(215.7)	$	2,801.3	$	37.0	$	34.0	$	—	$	168.2

______________

(3)Interest, PIK, fee and dividend income presented for the full nine months ended September 30, 2022.

(4)The Company held this investment as of September 30, 2022 but it was not deemed to be an “control” of the portfolio company as of September 30, 2022. Transfers in or out have been presented at amortized cost.

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments

As of December 31, 2021

(in 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—126.3%
3Pillar Global Inc	(i)(k)(l)	Software & Services	L+600	0.8%	11/23/27	$	96.3	$	95.3	$	95.3
3Pillar Global Inc	(x)	Software & Services	L+600	0.8%	11/23/26	9.2		9.2		9.1
3Pillar Global Inc	(x)	Software & Services	L+600	0.8%	11/23/27	30.6		30.6		30.2
5 Arch Income Fund 2 LLC	(q)(r)(w)(y)(z)	Diversified Financials	9.0%		11/18/23	111.1		81.3		78.3
Accuride Corp	(aa)(l)	Capital Goods	L+525	1.0%	11/17/23	9.0		8.1		8.7
Advanced Dermatology & Cosmetic Surgery	(m)(t)(v)	Health Care Equipment & Services	L+625	1.0%	5/7/27	44.8		42.9		45.0
Advanced Dermatology & Cosmetic Surgery	(x)	Health Care Equipment & Services	L+625	1.0%	5/7/26	3.6		3.6		3.6
Advanced Dermatology & Cosmetic Surgery	(x)	Health Care Equipment & Services	L+625	1.0%	5/7/27	4.2		4.2		4.2
Advania Sverige AB	(v)(w)	Software & Services	SR+610, 0.0% PIK (3.3% Max PIK)	0.0%	4/28/28	SEK	629.4	67.9		68.9
Advania Sverige AB	(v)(w)	Software & Services	R+610, 0.0% PIK (3.3% Max PIK)	0.0%	4/28/28	ISK	1,345.8	10.0		10.3
Advania Sverige AB	(w)(x)	Software & Services	SR+610, 0.0% PIK (3.3% Max PIK)	0.0%	4/28/28	SEK	304.1	37.5		37.2
Affordable Care Inc	(ac)(v)	Health Care Equipment & Services	L+550, 0.0% PIK (1.3% Max PIK)	0.8%	8/2/28	$	60.4	59.9		60.1
Affordable Care Inc	(ac)(x)	Health Care Equipment & Services	L+550, 0.0% PIK (1.3% Max PIK)	0.8%	8/2/27	12.8		12.8		12.8
Affordable Care Inc	(ac)(x)	Health Care Equipment & Services	L+550, 0.0% PIK (1.3% Max PIK)	0.8%	8/2/28	43.1		43.1		42.9
Alacrity Solutions Group LLC	(v)	Insurance	L+525	0.8%	12/22/27	1.1		0.9		1.1
Alacrity Solutions Group LLC	(v)	Insurance	L+525	0.8%	12/22/28	69.2		68.2		68.2
Alacrity Solutions Group LLC	(x)	Insurance	L+525	0.8%	12/22/27	9.7		9.7		9.5
Alera Group Intermediate Holdings Inc	(v)	Insurance	L+550	0.8%	10/2/28	21.4		21.2		21.2
Alera Group Intermediate Holdings Inc	(x)	Insurance	L+550	0.8%	10/2/28	22.9		22.9		22.7
American Vision Partners	(i)(v)	Health Care Equipment & Services	L+575	0.8%	9/30/27	94.7		93.8		94.3
American Vision Partners	(x)	Health Care Equipment & Services	L+575	0.8%	9/30/26	7.8		7.8		7.7
American Vision Partners	(x)	Health Care Equipment & Services	L+575	0.8%	9/30/27	38.9		38.9		38.7
Amtek Global Technology Pte Ltd	(ad)(v)(w)(y)(z)	Automobiles & Components	E+500 PIK (E+500 Max PIK)	0.0%	4/4/24	€	57.2	68.7		34.8
Arcos LLC/VA	(m)	Software & Services	L+575	1.0%	3/31/28	$	12.5	12.3		12.4
Arcos LLC/VA	(x)	Software & Services	L+575	1.0%	4/20/27	4.5		4.5		4.5
Ardonagh Group Ltd	(v)(w)	Insurance	SA+675	0.8%	7/14/26	£	0.8	1.0		1.1
Ardonagh Group Ltd	(v)(w)	Insurance	L+550	0.8%	7/14/26	$	14.1	13.8		13.9
Ardonagh Group Ltd	(w)(x)	Insurance	L+550	1.0%	7/14/26	£	16.7	22.8		22.1
Arrotex Australia Group Pty Ltd	(v)(w)	Pharmaceuticals, Biotechnology & Life Sciences	B+525	1.0%	7/10/24	A$	42.6	30.4		30.9
Arrotex Australia Group Pty Ltd	(v)(w)	Pharmaceuticals, Biotechnology & Life Sciences	B+525	1.0%	7/10/24	3.1		2.2		2.3��
Aspect Software Inc	(v)	Software & Services	8.0% PIK (8.0% Max PIK)		7/14/22	$	0.3	0.2		0.3
ATX Networks Corp	(ad)(s)(v)(w)	Capital Goods	7.5% PIK (7.5% Max PIK)	1.0%	8/9/26	46.8		46.8		46.8
AxiomSL Ltd	(f)(m)(t)(v)	Software & Services	L+600	1.0%	12/3/27	35.1		34.4		34.4
AxiomSL Ltd	(x)	Software & Services	L+600	1.0%	12/3/25	2.5		2.4		2.4
AxiomSL Ltd	(x)	Software & Services	L+600	1.0%	12/3/27	2.3		2.3		2.2
Barbri Inc	(f)(k)(l)(m)(t)(v)	Consumer Services	L+575	0.8%	4/28/28	92.4		88.1		92.4
Barbri Inc	(k)(l)	Consumer Services	L+575	0.8%	4/30/28	35.1		34.8		34.8
Barbri Inc	(x)	Consumer Services	L+575	0.8%	4/30/28	14.8		14.8		14.6

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(in millions, except share amounts)


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Principal Amount(c)		Amortized Cost		Fair Value(d)
Belk Inc	(aa)(ac)(v)	Retailing	L+750	1.0%	7/31/25	$	21.9	$	21.7	$	21.9
Belk Inc	(aa)(ac)(v)	Retailing	5.0%, 8.0% PIK (8.0% Max PIK)		7/31/25	66.7		40.2		49.2
BGB Group LLC	(f)(i)(k)(l)(m)(t)(v)	Media & Entertainment	L+575	1.0%	8/16/27	118.6		117.5		118.0
BGB Group LLC	(x)	Media & Entertainment	L+575	1.0%	8/16/27	19.9		19.9		19.8
Borden (New Dairy Opco)	(ac)(v)	Food, Beverage & Tobacco	L+700, 0.0% PIK (1.0% Max PIK)	1.0%	7/20/25	42.0		40.2		42.0
Borden (New Dairy Opco)	(ac)(v)	Food, Beverage & Tobacco	L+250	1.0%	7/20/25	9.0		8.4		9.0
Borden Dairy Co	(ac)(v)(y)(z)	Food, Beverage & Tobacco	L+825	1.0%	7/6/23	65.0		25.4		—
Bowery Farming Inc	(v)	Food, Beverage & Tobacco	L+1,000	1.0%	4/30/26	75.0		74.3		69.3
Cimarron Energy Inc	(v)(y)(z)	Energy	L+900	1.0%	12/31/24	7.5		5.5		3.6
Clarience Technologies LLC	(f)(i)(k)(m)(s)(v)	Capital Goods	L+625	1.0%	12/14/26	268.0		257.2		270.7
Clarience Technologies LLC	(v)	Capital Goods	L+625	1.0%	12/31/26	18.1		17.6		18.4
Clarience Technologies LLC	(x)	Capital Goods	L+625	1.0%	12/13/24	25.4		25.2		25.4
Clarience Technologies LLC	(x)	Capital Goods	L+625	1.0%	12/31/26	10.8		10.8		11.1
Constellis Holdings LLC	(ac)(v)	Capital Goods	L+750	1.0%	3/27/24	15.0		14.0		15.0
Corsearch Intermediate Inc	(m)(v)	Software & Services	L+550	1.0%	4/19/28	30.1		28.3		30.1
Corsearch Intermediate Inc	(x)	Software & Services	L+550	1.0%	4/19/28	4.4		4.4		4.4
CSafe Global	(f)(i)(k)(l)(m)(t)(v)	Capital Goods	L+625	0.8%	12/23/27	188.7		182.5		188.7
CSafe Global	(v)	Capital Goods	L+625	0.8%	12/23/27	£	27.4	36.3		37.1
CSafe Global	(v)	Capital Goods	L+625	0.8%	8/13/28	$	11.9	11.9		11.9
CSafe Global	(x)	Capital Goods	L+625	0.8%	12/23/26	34.9		34.9		34.6
Dental Care Alliance Inc	(f)(k)(m)(t)(v)	Health Care Equipment & Services	L+625	0.8%	3/12/27	90.3		86.1		90.4
Dental Care Alliance Inc	(v)	Health Care Equipment & Services	L+625	0.8%	3/12/27	8.7		8.7		8.7
Dental Care Alliance Inc	(x)	Health Care Equipment & Services	L+625	0.8%	3/12/27	13.6		13.6		13.7
Element Materials Technology Group US Holdings Inc	(aa)(v)(w)	Capital Goods	L+350	1.0%	6/28/24	1.9		1.9		1.9
Encora Digital Inc	(v)	Software & Services	L+550, 0.0% PIK (2.4% Max PIK)	0.5%	12/13/28	81.3		79.7		79.7
Encora Digital Inc	(x)	Software & Services	L+550	0.5%	12/13/28	19.6		19.4		19.2
Entertainment Benefits Group LLC	(v)	Media & Entertainment	L+575, 2.5% PIK (2.5% Max PIK)	1.0%	9/30/24	0.4		0.4		0.4
Entertainment Benefits Group LLC	(f)(k)(l)(m)(v)	Media & Entertainment	L+575, 2.5% PIK (2.5% Max PIK)	1.0%	9/30/25	64.0		59.1		61.7
Entertainment Benefits Group LLC	(x)	Media & Entertainment	L+575, 2.5% PIK (2.5% Max PIK)	1.0%	9/30/24	10.2		9.6		9.9
Fairway Group Holdings Corp	(ac)(v)(y)(z)	Food & Staples Retailing	12.0% PIK (12.0% Max PIK)		11/27/23	11.7		1.0		0.7
Fairway Group Holdings Corp	(ac)(v)(y)(z)	Food & Staples Retailing	10.0% PIK (10.0% Max PIK)		11/28/23	7.6		—		—
Follett Software Co	(f)(k)(l)(t)	Software & Services	L+575	0.8%	8/31/28	74.4		73.7		74.1
Follett Software Co	(x)	Software & Services	L+575	0.8%	8/31/27	9.9		9.9		9.8
Foundation Consumer Brands LLC	(m)(v)	Pharmaceuticals, Biotechnology & Life Sciences	L+638	1.0%	2/12/27	97.1		93.0		98.0
Foundation Consumer Brands LLC	(x)	Pharmaceuticals, Biotechnology & Life Sciences	L+638	1.0%	2/12/27	6.6		6.6		6.6
Foundation Risk Partners Corp	(v)	Insurance	L+575	0.8%	10/29/28	74.3		73.2		73.3
Foundation Risk Partners Corp	(x)	Insurance	L+575	0.8%	10/29/27	7.0		6.9		6.9
Foundation Risk Partners Corp	(x)	Insurance	L+575	0.8%	10/29/28	6.2		6.2		6.1

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(in millions, except share amounts)


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Principal Amount(c)		Amortized Cost		Fair Value(d)
Frontline Technologies Group LLC	(i)(m)(v)	Software & Services	L+525	1.0%	9/18/23	$	78.7	$	78.1	$	78.7
Frontline Technologies Group LLC	(s)(v)	Software & Services	L+525	1.0%	9/18/23	75.6		71.7		76.2
Galaxy Universal LLC	(v)	Consumer Durables & Apparel	L+575	1.0%	11/1/26	88.9		88.9		88.9
Galaxy Universal LLC	(v)	Consumer Durables & Apparel	5.0%		2/4/22	0.9		0.9		0.9
Galaxy Universal LLC	(x)	Consumer Durables & Apparel	5.0%		2/4/22	7.7		7.7		7.7
Galway Partners Holdings LLC	(k)(l)(t)(v)	Insurance	L+525, 0.0% PIK (1.3% Max PIK)	0.8%	9/29/28	128.1		125.5		126.0
Galway Partners Holdings LLC	(x)	Insurance	L+525, 0.0% PIK (1.3% Max PIK)	0.8%	9/30/27	12.0		11.7		11.8
Galway Partners Holdings LLC	(x)	Insurance	L+525, 0.0% PIK (1.3% Max PIK)	0.8%	9/29/28	22.4		22.4		22.0
General Datatech LP	(f)(k)(l)(m)(t)(v)	Software & Services	L+625	1.0%	6/18/27	169.1		167.5		166.5
Greystone Equity Member Corp	(v)(w)	Diversified Financials	L+725	3.8%	4/1/26	194.8		182.7		192.6
Heniff Transportation Systems LLC	(v)	Transportation	L+575	1.0%	12/3/24	5.9		5.6		5.6
Heniff Transportation Systems LLC	(f)(i)(k)(l)(m)(v)	Transportation	L+575	1.0%	12/3/26	137.7		130.5		128.7
Heniff Transportation Systems LLC	(v)	Transportation	L+625	1.0%	12/3/26	19.4		18.6		18.5
Heniff Transportation Systems LLC	(x)	Transportation	L+575	1.0%	12/3/24	11.9		11.9		11.1
hibu Inc	(f)(k)(l)(m)(t)(v)	Commercial & Professional Services	L+625	1.0%	5/4/27	101.6		96.6		104.6
Higginbotham Insurance Agency Inc	(v)	Insurance	L+550	0.8%	11/25/26	25.3		24.6		25.8
Higginbotham Insurance Agency Inc	(v)	Insurance	L+525	0.8%	11/25/26	4.5		4.3		4.6
Higginbotham Insurance Agency Inc	(x)	Insurance	L+525	0.8%	11/25/26	32.6		32.6		33.3
HM Dunn Co Inc	(ad)(v)	Capital Goods	L+600	1.0%	6/30/26	33.6		33.6		33.6
HM Dunn Co Inc	(ad)(v)	Capital Goods	L+600	1.0%	6/30/26	2.0		2.0		2.0
Hudson Technologies Co	(v)(w)	Commercial & Professional Services	L+1,025	1.0%	10/10/23	79.9		72.3		82.1
Individual FoodService	(v)	Capital Goods	L+625	1.0%	11/22/24	0.2		0.2		0.2
Individual FoodService	(m)(s)(v)	Capital Goods	L+625	1.0%	11/22/25	90.8		86.5		91.7
Individual FoodService	(x)	Capital Goods	L+625	1.0%	11/22/24	4.5		4.5		4.5
Individual FoodService	(x)	Capital Goods	L+625	0.0%	11/22/25	5.6		5.6		5.7
Industria Chimica Emiliana Srl	(v)(w)	Pharmaceuticals, Biotechnology & Life Sciences	E+725	0.0%	9/27/26	€	88.8	101.3		103.9
Industry City TI Lessor LP	(s)(v)	Consumer Services	10.8%, 1.0% PIK (1.0% Max PIK)		6/30/26	$	29.9	30.0		32.5
Insight Global LLC	(v)	Commercial & Professional Services	L+600	0.8%	9/22/27	10.5		10.5		10.4
Insight Global LLC	(i)(v)	Commercial & Professional Services	L+600	0.8%	9/22/28	230.0		227.8		227.2
Insight Global LLC	(x)	Commercial & Professional Services	L+600	0.8%	9/22/27	10.5		10.5		10.4
Insight Global LLC	(x)	Commercial & Professional Services	L+600	0.8%	11/15/28	20.0		20.0		19.8
Integrity Marketing Group LLC	(x)	Insurance	L+550	0.8%	8/27/25	145.3		145.3		143.2
J S Held LLC	(f)(i)(m)(s)(v)	Insurance	L+550	1.0%	7/1/25	165.4		159.8		167.1
J S Held LLC	(v)	Insurance	L+550	1.0%	7/1/25	2.8		2.6		2.8
J S Held LLC	(x)	Insurance	L+550	1.0%	7/1/25	16.7		16.7		16.9
J S Held LLC	(x)	Insurance	L+550	1.0%	7/1/25	11.3		11.3		11.3
Jarrow Formulas Inc	(f)(i)(k)(l)(m)(s)(t)(v)	Household & Personal Products	L+625	1.0%	11/30/26	186.6		177.1		190.3
Karman Space Inc	(m)(v)	Capital Goods	L+675	1.0%	12/21/25	92.4		88.8		94.2
Karman Space Inc	(v)	Capital Goods	L+675	1.0%	12/21/25	4.4		4.2		4.4
Karman Space Inc	(x)	Capital Goods	L+675	1.0%	12/21/25	1.1		1.1		1.1

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(in millions, except share amounts)


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Principal Amount(c)		Amortized Cost		Fair Value(d)
KBP Investments LLC	(v)	Food & Staples Retailing	L+500	0.8%	5/26/27	$	23.6	$	22.9	$	23.3
KBP Investments LLC	(x)	Food & Staples Retailing	L+500	0.8%	5/26/27	3.9		3.9		3.8
Kellermeyer Bergensons Services LLC	(f)(i)(k)(l)(m)(s)(t)(v)	Commercial & Professional Services	L+575	1.0%	11/7/26	341.7		329.6		342.8
Kellermeyer Bergensons Services LLC	(x)	Commercial & Professional Services	L+575	1.0%	11/7/26	31.0		31.0		31.1
Lakefield Veterinary Group	(f)(i)(v)	Consumer Services	L+550	0.8%	11/23/28	115.6		114.5		114.6
Lakefield Veterinary Group	(x)	Consumer Services	L+550	0.8%	11/23/28	56.3		56.3		55.7
Lakeview Farms Inc	(l)(m)(v)	Food, Beverage & Tobacco	L+625	1.0%	6/10/27	77.0		75.1		76.5
Lakeview Farms Inc	(v)	Food, Beverage & Tobacco	L+625	1.0%	6/10/27	3.4		3.4		3.4
Lakeview Farms Inc	(x)	Food, Beverage & Tobacco	L+625	1.0%	6/10/27	10.8		10.8		10.8
Lakeview Farms Inc	(x)	Food, Beverage & Tobacco	L+625	1.0%	6/10/27	3.4		3.4		3.4
Lexitas Inc	(i)(k)(l)(m)(v)	Commercial & Professional Services	L+600	1.0%	11/14/25	106.8		103.3		107.8
Lexitas Inc	(x)	Commercial & Professional Services	L+600	1.0%	11/14/25	10.3		10.3		10.4
Lexitas Inc	(x)	Commercial & Professional Services	L+600	1.0%	11/14/25	5.4		5.4		5.4
Lionbridge Technologies Inc	(f)(k)(s)(t)	Consumer Services	L+700	1.0%	12/29/25	68.9		64.0		70.3
Lipari Foods LLC	(f)(m)(s)(v)	Food & Staples Retailing	L+575	1.0%	1/6/25	272.0		261.2		272.0
Lloyd's Register Quality Assurance Ltd	(w)(x)	Consumer Services	SA+600, 0.0% PIK (6.3% Max PIK)	0.0%	12/2/28	£	15.0	20.0		19.7
Matchesfashion Ltd	(v)(w)	Consumer Durables & Apparel	L+463, 3.0% PIK (3.0% Max PIK)	0.0%	10/11/24	$	12.9	12.4		8.2
MB2 Dental Solutions LLC	(k)(l)(m)(t)(v)	Health Care Equipment & Services	L+600	1.0%	1/29/27	231.0		220.3		231.7
MB2 Dental Solutions LLC	(x)	Health Care Equipment & Services	L+600	1.0%	1/29/27	56.7		56.7		56.9
Medallia Inc	(v)	Software & Services	L+675 PIK (L+675 Max PIK)	0.8%	10/29/28	147.9		146.5		146.5
Med-Metrix	(v)	Software & Services	L+600	1.0%	9/15/27	62.4		61.8		61.9
Med-Metrix	(x)	Software & Services	L+600	1.0%	9/15/27	31.3		31.3		31.0
Med-Metrix	(x)	Software & Services	L+600	1.0%	9/15/27	7.8		7.8		7.8
Miami Beach Medical Group LLC	(k)(l)(m)(t)(v)	Health Care Equipment & Services	L+650	1.0%	12/14/26	180.6		171.4		178.6
Micronics Filtration Holdings Inc	(ac)(v)	Capital Goods	7.5% PIK (7.5% Max PIK)		3/29/24	51.4		46.0		51.0
Monitronics International Inc	(aa)(f)(v)	Commercial & Professional Services	L+650	1.3%	3/29/24	18.8		17.2		17.7
Monitronics International Inc	(v)	Commercial & Professional Services	L+500	1.5%	7/3/24	47.3		44.8		45.1
Monitronics International Inc	(x)	Commercial & Professional Services	L+500	1.5%	7/3/24	22.7		22.7		21.6
Motion Recruitment Partners LLC	(v)	Commercial & Professional Services	L+650	1.0%	12/19/25	4.8		4.5		4.7
Motion Recruitment Partners LLC	(f)(i)(m)(t)(v)	Commercial & Professional Services	L+650	1.0%	12/22/25	119.9		115.5		118.4
Motion Recruitment Partners LLC	(x)	Commercial & Professional Services	L+650	1.0%	12/19/25	59.6		59.6		58.9
NBG Home	(v)	Consumer Durables & Apparel	L+550	1.0%	4/26/24	67.7		67.6		53.3
NCI Inc	(v)	Software & Services	L+750, 0.0% PIK (2.5% Max PIK)	1.0%	8/15/24	78.8		77.7		72.0
Net Documents	(v)	Software & Services	L+650	1.0%	6/30/27	24.6		24.4		24.3
Net Documents	(v)	Software & Services	L+675	1.0%	6/30/27	0.9		0.9		0.9
Net Documents	(x)	Software & Services	L+675	1.0%	6/30/27	2.1		2.1		2.0
Net Documents	(x)	Software & Services	L+675	1.0%	6/30/27	7.4		7.3		7.3
New Era Technology Inc	(i)(l)(m)(t)(v)	Software & Services	L+625	1.0%	10/31/26	82.5		78.6		82.1
New Era Technology Inc	(v)	Software & Services	L+625	1.0%	10/31/26	1.6		1.5		1.6
New Era Technology Inc	(x)	Software & Services	L+625	1.0%	10/31/26	13.8		13.8		13.7

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(in millions, except share amounts)


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Principal Amount(c)		Amortized Cost		Fair Value(d)
New Era Technology Inc	(x)	Software & Services	L+625	1.0%	10/31/26	$	3.1	$	3.1	$	3.1
Omnimax International Inc	(f)(i)(k)(l)(m)(v)	Capital Goods	L+725	1.0%	10/8/26	218.5		209.2		217.0
One Call Care Management Inc	(aa)(ad)(v)	Health Care Equipment & Services	L+550	0.8%	4/22/27	5.0		4.7		5.0
Oxford Global Resources LLC	(f)(k)(l)(m)(t)	Commercial & Professional Services	L+600	1.0%	8/17/27	88.4		87.6		88.2
Oxford Global Resources LLC	(v)	Commercial & Professional Services	L+600	1.0%	8/17/27	4.0		4.0		4.0
Oxford Global Resources LLC	(x)	Commercial & Professional Services	L+600	1.0%	8/17/27	15.3		15.3		15.3
Oxford Global Resources LLC	(x)	Commercial & Professional Services	L+600	1.0%	8/17/27	3.7		3.7		3.7
P2 Energy Solutions Inc.	(v)	Software & Services	L+675	1.0%	1/31/25	4.6		4.3		4.2
P2 Energy Solutions Inc.	(f)(i)(k)(m)(s)(t)(v)	Software & Services	L+675	1.0%	2/2/26	249.1		232.7		232.0
P2 Energy Solutions Inc.	(x)	Software & Services	L+675	1.0%	1/31/25	10.6		10.6		9.9
Parata Systems	(f)(m)(v)	Health Care Equipment & Services	L+575	1.0%	6/30/27	73.9		73.4		74.1
Parata Systems	(x)	Health Care Equipment & Services	L+575	1.0%	6/30/27	22.0		22.0		22.1
Parata Systems	(x)	Health Care Equipment & Services	L+575	1.0%	6/30/27	5.5		5.5		5.5
Parts Town LLC	(v)	Retailing	L+550	0.8%	11/1/28	87.4		86.6		86.6
Parts Town LLC	(x)	Retailing	L+550	0.8%	11/1/28	63.9		63.9		63.3
PartsSource Inc	(v)	Health Care Equipment & Services	L+575	0.8%	8/23/28	65.8		65.0		64.7
PartsSource Inc	(x)	Health Care Equipment & Services	L+575	0.8%	8/24/26	4.3		4.2		4.2
PartsSource Inc	(x)	Health Care Equipment & Services	L+575	0.8%	8/23/28	22.9		22.6		22.5
Peraton Corp	(aa)(v)	Capital Goods	L+375	0.8%	2/1/28	9.0		8.7		9.0
Performance Health Holdings Inc	(f)(i)(v)	Health Care Equipment & Services	L+600	1.0%	7/12/27	120.7		119.5		120.2
Petroplex Acidizing Inc	(ac)(v)(y)(z)	Energy	L+825, 1.8% PIK (1.8% Max PIK)	1.0%	6/30/23	27.0		22.0		9.7
Polyconcept North America Inc	(aa)(v)	Household & Personal Products	L+450 PIK (L+450 Max PIK)	1.0%	8/16/23	22.8		22.6		22.7
Premium Credit Ltd	(v)(w)	Diversified Financials	L+650	0.0%	1/16/26	£	55.9	72.6		75.7
Production Resource Group LLC	(ad)(v)	Media & Entertainment	L+500, 3.1% PIK (3.1% Max PIK)	1.0%	8/21/24	$	64.4	60.2		64.4
Production Resource Group LLC	(ad)(v)	Media & Entertainment	L+300, 5.5% PIK (5.5% Max PIK)	0.3%	8/21/24	133.3		124.9		133.3
Production Resource Group LLC	(ad)(v)	Media & Entertainment	L+550 PIK (L+550 Max PIK)	1.0%	8/21/24	0.1		0.1		0.1
Production Resource Group LLC	(ad)(v)	Media & Entertainment	L+750, 0.0% PIK (3.1% Max PIK)	1.0%	8/21/24	20.2		20.1		20.2
Production Resource Group LLC	(ad)(x)	Media & Entertainment	L+750, 0.0% PIK (3.1% Max PIK)	1.0%	8/21/24	10.1		10.1		10.1
Propulsion Acquisition LLC	(f)(l)(s)(t)(v)	Capital Goods	L+700	1.0%	7/13/24	60.5		56.8		61.1
PSKW LLC	(i)(l)(s)(t)(v)	Health Care Equipment & Services	L+625	1.0%	3/9/26	294.7		283.5		294.7
Qdoba Restaurant Corp	(aa)(m)(v)	Consumer Services	L+700	1.0%	3/21/25	10.9		10.8		10.8
Reliant Rehab Hospital Cincinnati LLC	(f)(i)(l)(m)(s)(v)	Health Care Equipment & Services	L+625	0.0%	2/28/26	126.8		120.7		124.1
Revere Superior Holdings Inc	(m)(v)	Software & Services	L+575	1.0%	9/30/26	23.0		22.4		23.3
Revere Superior Holdings Inc	(x)	Software & Services	L+575	1.0%	9/30/26	3.2		3.2		3.2
Revere Superior Holdings, Inc	(v)	Software & Services	L+575	1.0%	9/30/26	3.3		3.3		3.4
Revere Superior Holdings, Inc	(x)	Software & Services	L+575	1.0%	9/30/26	7.4		7.4		7.5
Rise Baking Company	(v)	Food, Beverage & Tobacco	L+625	1.0%	8/13/27	2.8		2.6		2.7
Rise Baking Company	(l)(m)	Food, Beverage & Tobacco	L+625	1.0%	8/13/27	28.8		28.1		28.2
Rise Baking Company	(x)	Food, Beverage & Tobacco	L+625	1.0%	8/13/27	2.5		2.5		2.5
RSC Insurance Brokerage Inc	(f)(i)(k)(l)(m)(s)(v)	Insurance	L+550	0.8%	10/30/26	277.8		268.1		280.6

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(in millions, except share amounts)


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Principal Amount(c)		Amortized Cost		Fair Value(d)
RSC Insurance Brokerage Inc	(v)	Insurance	L+550	0.8%	10/30/26	$	4.1	$	4.0	$	4.1
RSC Insurance Brokerage Inc	(x)	Insurance	L+550	0.8%	10/30/26	16.1		16.1		16.3
RSC Insurance Brokerage Inc	(x)	Insurance	L+550	0.8%	10/30/26	3.6		3.6		3.6
Safe-Guard Products International LLC	(f)(m)(t)	Diversified Financials	L+500	0.5%	1/27/27	45.1		42.5		45.1
SAMBA Safety Inc	(x)	Software & Services	L+575	1.0%	9/1/27	2.4		2.4		2.4
SAMBA Safety Inc	(x)	Software & Services	L+575	1.0%	9/1/27	6.1		6.1		6.0
SavATree LLC	(v)	Consumer Services	L+550	0.8%	10/12/28	1.9		1.8		1.9
SavATree LLC	(x)	Consumer Services	L+550	0.8%	10/12/28	7.6		7.6		7.6
SavATree LLC	(x)	Consumer Services	L+550	0.8%	10/12/28	6.3		6.3		6.3
Sequa Corp	(aa)(m)(v)	Capital Goods	L+675, 0.0% PIK (1.0% Max PIK)	1.0%	11/28/23	16.0		15.4		16.2
Sequa Corp	(v)	Capital Goods	L+900, 0.0% PIK (9.5% Max PIK)	1.0%	7/31/25	16.4		16.0		17.2
Sequel Youth & Family Services LLC	(v)(y)(z)	Health Care Equipment & Services	L+800	1.0%	9/1/23	170.0		106.4		51.6
Sequel Youth & Family Services LLC	(v)(y)(z)	Health Care Equipment & Services	L+700	1.0%	9/1/23	29.2		19.3		8.9
Sequel Youth & Family Services LLC	(v)	Health Care Equipment & Services	L+700	1.0%	9/1/23	36.0		36.0		36.0
Sequel Youth & Family Services LLC	(x)	Health Care Equipment & Services	L+700	1.0%	9/1/23	6.0		6.0		6.0
SitusAMC Holdings Corp	(k)(l)(v)	Real Estate	L+575	0.8%	12/22/27	95.4		94.5		94.4
Sorenson Communications LLC	(aa)(ac)(f)(k)(t)(v)	Telecommunication Services	L+550	0.8%	3/17/26	59.9		56.9		60.1
Source Code LLC	(k)(l)(t)	Software & Services	L+650	1.0%	6/30/27	53.3		52.3		52.2
Source Code LLC	(x)	Software & Services	L+650	1.0%	6/30/27	15.3		15.0		15.0
Spins LLC	(m)(s)(t)(v)	Software & Services	L+550	1.0%	1/20/27	60.7		57.3		61.3
Spins LLC	(x)	Software & Services	L+550	1.0%	1/20/27	7.9		7.9		7.9
Staples Canada	(v)(w)	Retailing	C+700	1.0%	9/12/24	C$	35.8	28.0		29.1
Summit Interconnect Inc	(f)(k)(l)(t)(v)	Capital Goods	L+600	1.0%	9/22/28	$	107.9	106.8		106.9
Summit Interconnect Inc	(x)	Capital Goods	L+600	1.0%	9/22/28	48.7		48.7		48.2
Sungard Availability Services Capital Inc	(ac)(v)	Software & Services	SF+375, 3.8% PIK (3.8% Max PIK)	1.0%	7/1/24	5.8		5.7		6.0
Sweeping Corp of America Inc	(m)(v)	Commercial & Professional Services	L+575	1.0%	11/30/26	55.8		53.3		56.3
Sweeping Corp of America Inc	(v)	Commercial & Professional Services	L+575	1.0%	11/30/26	1.8		1.8		1.8
Sweeping Corp of America Inc	(x)	Commercial & Professional Services	L+575	1.0%	11/30/26	17.2		17.2		17.3
Sweeping Corp of America Inc	(x)	Commercial & Professional Services	L+575	1.0%	11/30/26	3.9		3.9		3.9
Tangoe LLC	(f)(i)(m)(s)(v)	Software & Services	L+650	1.0%	11/28/25	190.2		171.5		147.2
ThermaSys Corp	(ac)(v)(y)(z)	Capital Goods	L+1,100 PIK (L+1,100 Max PIK)	1.0%	1/1/24	8.5		8.3		3.5
ThreeSixty Group	(m)(v)	Retailing	L+500, 2.5% PIK (2.5% Max PIK)	1.5%	3/1/23	48.5		48.4		47.7
ThreeSixty Group	(m)(v)	Retailing	L+500, 2.5% PIK (2.5% Max PIK)	1.5%	3/1/23	48.3		48.1		47.4
Time Manufacturing Co	(v)	Capital Goods	L+650	0.8%	12/1/27	45.8		44.8		44.8
Time Manufacturing Co	(v)	Capital Goods	L+650	0.8%	12/1/27	5.3		5.3		5.3
Time Manufacturing Co	(x)	Capital Goods	L+650	0.8%	12/1/27	13.7		13.7		13.6
Time Manufacturing Co	(x)	Capital Goods	L+650	0.8%	12/1/27	4.5		4.5		4.5
Time Manufacturing Co	(x)	Capital Goods	E+650	0.8%	12/1/27	€	15.0	17.0		17.2
Transaction Services Group Ltd	(v)(w)	Software & Services	L+650	0.0%	10/15/26	£	13.9	17.7		18.3
Transaction Services Group Ltd	(v)(w)	Software & Services	B+650	0.0%	10/15/26	A$	80.3	55.7		57.0

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(in millions, except share amounts)


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Principal Amount(c)		Amortized Cost		Fair Value(d)
Transaction Services Group Ltd	(v)(w)	Software & Services	L+650	0.0%	10/15/26	$	126.2	$	122.2	$	123.1
Warren Resources Inc	(ad)(v)	Energy	L+900, 1.0% PIK (1.0% Max PIK)	1.0%	5/22/24	18.7		17.4		18.7
Wealth Enhancement Group LLC	(v)(w)	Diversified Financials	L+625	1.0%	10/4/27	15.1		15.0		15.1
Wealth Enhancement Group LLC	(v)(w)	Diversified Financials	L+625	1.0%	10/4/27	0.7		0.7		0.7
Wealth Enhancement Group LLC	(w)(x)	Diversified Financials	L+625	1.0%	10/4/27	13.2		13.2		13.2
Wealth Enhancement Group LLC	(w)(x)	Diversified Financials	L+625	1.0%	10/4/27	1.0		1.0		1.0
Woolpert Inc	(f)(k)(l)(m)(t)(v)	Capital Goods	L+600	1.0%	4/5/28	139.2		132.5		141.2
Woolpert Inc	(x)	Capital Goods	L+600	1.0%	4/5/28	25.6		25.6		25.9
Total Senior Secured Loans—First Lien								11,165.5		11,236.1
Unfunded Loan Commitments								(1,470.4)		(1,470.4)
Net Senior Secured Loans—First Lien								9,695.1		9,765.7

Senior Secured Loans—Second Lien—20.1%
Advanced Lighting Technologies Inc	(v)(y)(z)	Materials	L+600	1.0%	3/16/27	11.3		10.5		6.4
Ammeraal Beltech Holding BV	(f)(s)(v)(w)	Capital Goods	L+775	0.0%	9/12/26	44.9		40.8		44.3
Amtek Global Technology Pte Ltd	(ad)(v)(w)(y)(z)	Automobiles & Components	E+500 PIK (E+500 Max PIK)	0.0%	4/4/24	€	34.7	39.1		—
Apex Group Limited	(v)(w)	Diversified Financials	L+675	0.5%	7/27/29	$	8.0	7.9		8.0
Belk Inc	(ac)(v)(y)(z)	Retailing	10.0% PIK (10.0% Max PIK)		7/31/25	25.5		4.2		6.7
Byrider Finance LLC	(u)(v)	Automobiles & Components	L+1,000, 0.5% PIK (0.5% Max PIK)	1.3%	6/7/22	54.3		52.8		54.4
Constellis Holdings LLC	(ac)(f)(v)	Capital Goods	L+1,100, 0.0% PIK (10.0% Max PIK)	1.0%	3/27/25	13.5		12.5		12.0
Cubic Corp	(v)	Software & Services	L+763	0.8%	5/25/29	54.8		51.8		55.6
Datatel Inc	(v)	Software & Services	L+800	1.0%	10/9/28	179.2		170.1		184.6
Fairway Group Holdings Corp	(ac)(v)(y)(z)	Food & Staples Retailing	11.0% PIK (11.0% Max PIK)		2/24/24	6.9		—		—
Galaxy Universal LLC	(v)	Consumer Durables & Apparel	L+500	1.0%	11/1/26	36.2		35.8		35.8
Misys Ltd	(aa)(v)(w)	Software & Services	L+725	1.0%	6/13/25	21.8		20.5		21.8
NBG Home	(v)(y)(z)	Consumer Durables & Apparel	L+1,275 PIK (L+1,275 Max PIK)	1.0%	9/30/24	31.4		28.2		8.5
OEConnection LLC	(f)(v)	Software & Services	L+825	0.0%	9/25/27	27.0		26.6		26.5
OEConnection LLC	(v)	Software & Services	L+700	0.5%	9/25/27	49.0		49.0		48.1
Peraton Corp	(s)(v)	Capital Goods	L+800	1.0%	2/1/29	175.0		165.3		178.5
Peraton Corp	(v)	Capital Goods	L+775	0.8%	2/1/29	156.4		149.9		158.7
Petrochoice Holdings Inc	(v)	Capital Goods	L+875	1.0%	8/21/23	65.0		64.4		57.6
Polyconcept North America Inc	(v)	Household & Personal Products	11.0% PIK (11.0% Max PIK)		2/16/24	10.0		9.9		10.0
Pure Fishing Inc	(f)(m)(v)	Consumer Durables & Apparel	L+838	1.0%	12/21/26	177.0		170.6		168.1
Sequa Corp	(aa)(m)(v)	Capital Goods	L+1,075, 0.0% PIK (6.8% Max PIK)	1.0%	4/28/24	5.9		5.7		5.9
SIRVA Worldwide Inc	(aa)(v)	Commercial & Professional Services	L+950	0.0%	8/3/26	6.5		5.4		5.7
Solera LLC	(aa)(v)	Software & Services	L+800	1.0%	6/4/29	312.4		295.8		317.6
Sungard Availability Services Capital Inc	(ac)(v)(y)(z)	Software & Services	SF+400, 2.8% PIK (2.8% Max PIK)	1.0%	8/1/24	14.6		13.7		8.3
Valeo Foods Group Ltd	(v)(w)	Food, Beverage & Tobacco	SA+800	0.0%	10/1/29	£	9.3	12.3		12.2
Valeo Foods Group Ltd	(w)(x)	Food, Beverage & Tobacco	E+750	0.0%	10/1/29	€	6.2	7.2		6.8
Vantage Specialty Chemicals Inc	(aa)(v)	Materials	L+825	1.0%	10/27/25	$	0.8	0.7		0.7

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(in millions, except share amounts)


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Principal Amount(c)		Amortized Cost	Fair Value(d)
Wittur Holding GmbH	(v)(w)	Capital Goods	E+850, 0.5% PIK (0.5% Max PIK)	0.0%	9/23/27	€	112.8	120.9	120.9
Total Senior Secured Loans—Second Lien								1,571.6	1,563.7
Unfunded Loan Commitments								(7.2)	(7.2)
Net Senior Secured Loans—Second Lien								1,564.4	1,556.5

Other Senior Secured Debt—1.6%
Angelica Corp	(h)(y)(z)	Health Care Equipment & Services	10.0% PIK (10.0% Max PIK)		12/30/22	$	53.4	42.3	5.2
JW Aluminum Co	(aa)(ad)(s)(v)	Materials	10.3%		6/1/26	76.5		75.5	81.0
One Call Care Management Inc	(ad)(v)	Health Care Equipment & Services	8.5% PIK (8.5% Max PIK)		11/1/28	23.5		21.6	23.5
TruckPro LLC	(aa)(v)	Capital Goods	11.0%		10/15/24	9.2		9.2	10.0
Total Other Senior Secured Debt								148.6	119.7

Subordinated Debt—1.4%
Ardonagh Group Ltd	(aa)(v)(w)	Insurance	12.8% PIK (12.8% Max PIK)		1/15/27	0.9		0.9	1.0
ATX Networks Corp	(ad)(s)(v)(w)(y)(z)	Capital Goods	10.0% PIK (10.0% Max PIK)		8/9/28	18.3		4.8	7.1
ClubCorp Club Operations Inc	(aa)(v)	Consumer Services	8.5%		9/15/25	37.3		35.4	35.7
Encora Digital Inc	(v)	Software & Services	9.8% PIK (9.8% Max PIK)		12/13/29	21.6		20.9	20.9
Hilding Anders	(ad)(v)(w)(y)	Consumer Durables & Apparel				€	24.8	26.9	—
Hilding Anders	(ad)(v)(w)(y)	Consumer Durables & Apparel				110.5		—	—
Hilding Anders	(ad)(v)(w)(y)(z)	Consumer Durables & Apparel	13.0% PIK (13.0% Max PIK)		11/30/25	134.4		99.4	46.6
Total Subordinated Debt								188.3	111.3


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Principal Amount(c)/ Shares		Amortized Cost		Fair Value(d)
Asset Based Finance—29.1%
801 5th Ave, Seattle, Private Equity	(ad)(v)(w)(y)	Real Estate				8,554,983		$	14.1	$	23.1
801 5th Ave, Seattle, Structure Mezzanine	(ad)(v)(w)	Real Estate	8.0%, 3.0% PIK (3.0% Max PIK)		12/19/29	$	57.2	55.1		57.2
Abacus JV, Private Equity	(v)(w)	Insurance				44,833,382		43.8		48.1
Accelerator Investments Aggregator LP, Private Equity	(v)(w)(y)	Diversified Financials				5,397,365		6.3		4.7
Altavair AirFinance, Private Equity	(v)(w)	Capital Goods				94,679,609		95.6		114.3
Australis Maritime, Common Stock	(v)(w)	Transportation				46,781,830		45.1		46.7
Avida Holding AB, Common Stock	(ad)(v)(w)(y)	Diversified Financials				405,023,756		44.6		52.3
Bank of Ireland, Class B Credit Linked Floating Rate Note	(g)(w)	Banks	L+1,185		12/4/27	$	14.7	14.7		14.7
Byrider Finance LLC, Structured Mezzanine	(x)	Automobiles & Components	L+1,050	0.3%	6/3/28	$	23.0	23.0		23.0
Callodine Commercial Finance LLC, 2L Term Loan A	(v)	Diversified Financials	L+900	1.0%	11/3/25	$	125.0	118.0		125.6
Callodine Commercial Finance LLC, 2L Term Loan B	(x)	Diversified Financials	L+900	1.0%	11/3/25	$	40.3	40.3		40.5
Capital Automotive LP, Private Equity	(v)(w)	Real Estate				21,640,936		23.7		28.1
Capital Automotive LP, Structured Mezzanine	(v)(w)	Real Estate	11.0%		12/22/28	$	42.7	41.9		42.7

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(in millions, except share amounts)


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Principal Amount(c)/ Shares		Amortized Cost		Fair Value(d)
Global Jet Capital LLC, Preferred Stock	(j)(u)(v)(y)	Commercial & Professional Services				149,494,590		$	69.4	$	—
Global Jet Capital LLC, Preferred Stock	(j)(u)(v)	Commercial & Professional Services	9.0% PIK (9.0% Max PIK)		10/1/28	$	414.0	304.8		302.2
Global Jet Capital LLC, Structured Mezzanine	(j)(u)(v)(w)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		12/4/25	$	53.6	36.9		53.6
Global Jet Capital LLC, Structured Mezzanine	(j)(u)(v)(w)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		12/9/25	$	39.2	26.9		39.2
Global Jet Capital LLC, Structured Mezzanine	(j)(u)(v)(w)	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)		1/29/26	$	4.6	3.1		4.6
Global Lending Services LLC, Private Equity	(v)(w)	Diversified Financials				12,222,437		14.2		15.5
Global Lending Services LLC, Private Equity	(v)(w)	Diversified Financials				22,352,639		24.2		28.5
Home Partners JV 2, Private Equity	(ac)(v)(w)(y)	Real Estate				1,585,353		1.5		1.6
Home Partners JV 2, Private Equity	(ac)(v)(w)(y)	Real Estate				59,815		0.1		0.1
Home Partners JV 2, Structured Mezzanine	(ac)(v)(w)	Real Estate	11.0% PIK (11.0% Max PIK)		3/20/30	$	3.5	3.4		3.5
Home Partners JV 2, Structured Mezzanine	(ac)(w)(x)	Real Estate	11.0% PIK (11.0% Max PIK)		3/20/30	$	13.6	13.6		13.6
Home Partners JV, Common Stock	(ac)(v)(w)(y)	Real Estate				32,659,547		47.6		80.6
Home Partners JV, Private Equity	(ac)(v)(w)(y)	Real Estate				4,127,355		5.4		9.4
Home Partners JV, Structured Mezzanine	(ac)(v)(w)	Real Estate	11.0% PIK (11.0% Max PIK)		3/25/29	$	90.4	85.6		90.4
Jet Edge International LLC, Preferred Stock	(ac)(p)	Transportation	8.0%, 0.0% PIK (8.0% Max PIK)			20,878,236		20.9		16.8
Jet Edge International LLC, Term Loan	(ac)(v)	Transportation	10.0%, 2.0% PIK (2.0% Max PIK)		4/2/26	$	76.6	75.9		76.1
Jet Edge International LLC, Term Loan	(ac)(x)	Transportation	10.0%, 2.0% PIK (2.0% Max PIK)		4/2/26	$	75.0	75.0		74.5
Jet Edge International LLC, Warrant	(ac)(h)(y)	Transportation				3,963		—		4.5
Kilter Finance, Preferred Stock	(ad)(v)(w)	Insurance	6.0%, 6.0% PIK (6.0% Max PIK)			36,108,611		34.6		36.1
Kilter Finance, Private Equity	(ad)(v)(w)(y)	Insurance				536,709		0.5		0.5
KKR Central Park Leasing Aggregator L.P., Partnership Interest	(v)(w)(y)(z)	Capital Goods	14.3%		5/31/23	$	39.1	39.1		25.8
KKR Chord IP Aggregator LP, Partnership Interest	(v)(w)	Media & Entertainment				114,193,861		112.6		131.5
KKR Chord IP Aggregator LP, Structured Mezzanine	(v)(w)	Media & Entertainment	9.0%		10/14/23	$	167.3	164.9		167.3
KKR Rocket Loans Aggregator LLC, Partnership Interest	(ad)(v)(w)	Diversified Financials				1,387,913		1.4		1.4
KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest	(v)(w)(y)	Capital Goods				23,664,954		23.0		19.1
Lenovo Group Ltd, Structured Mezzanine	(v)(w)	Technology Hardware & Equipment	7.8%		9/22/24	€	7.8	9.2		8.9
Lenovo Group Ltd, Structured Mezzanine	(v)(w)	Technology Hardware & Equipment	7.8%		9/22/24	$	12.1	12.1		12.1
Lenovo Group Ltd, Structured Mezzanine	(v)(w)	Technology Hardware & Equipment	11.8%		9/22/24	€	5.9	6.9		6.7
Lenovo Group Ltd, Structured Mezzanine	(v)(w)	Technology Hardware & Equipment	11.8%		9/22/24	£	1.6	2.2		2.1
Lenovo Group Ltd, Structured Mezzanine	(v)(w)	Technology Hardware & Equipment	7.8%		9/22/24	£	2.1	2.9		2.9
Lenovo Group Ltd, Structured Mezzanine	(v)(w)	Technology Hardware & Equipment	11.8%		9/22/24	$	9.1	9.1		9.1
My Community Homes SFR PropCo 2, Private Equity	(ad)(v)(w)(y)	Real Estate				33,000,000		33.0		33.0
NewStar Clarendon 2014-1A Class D	(v)(w)	Diversified Financials	19.5%		1/25/27	$	8.3	2.5		4.2
Opendoor Labs Inc, Structured Mezzanine	(v)(w)	Real Estate	10.0%		4/1/26	$	71.1	71.1		71.1
Opendoor Labs Inc, Structured Mezzanine	(w)(x)	Real Estate	10.0%		4/1/26	$	88.9	88.9		88.9
Orchard Marine Limited, Class B Common Stock	(ac)(v)(w)(y)	Transportation				1,964		3.1		—
Orchard Marine Limited, Series A Preferred Stock	(ac)(v)(w)(y)	Transportation				62,976		62.0		64.6
Pretium Partners LLC P1, Structured Mezzanine	(v)(w)	Real Estate	2.8%, 5.3% PIK (5.3% Max PIK)		10/22/26	$	6.7	6.2		6.8

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(in millions, except share amounts)


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Principal Amount(c)/ Shares		Amortized Cost		Fair Value(d)
Pretium Partners LLC P2, Private Equity	(v)(w)(y)	Real Estate				16,772,368		$	16.4	$	16.4
Pretium Partners LLC P2, Term Loan	(v)(w)	Real Estate	11.0%		12/16/29	$	33.5	32.9		32.9
Prime ST LLC, Private Equity	(ad)(v)(w)(y)	Real Estate				5,983,135		7.7		9.1
Prime ST LLC, Structured Mezzanine	(ad)(v)(w)	Real Estate	5.0%, 6.0% PIK (6.0% Max PIK)		3/12/30	$	52.4	50.4		52.4
Star Mountain Diversified Credit Income Fund III, LP, Private Equity	(o)(w)	Diversified Financials				23,500,000		23.5		24.3
Toorak Capital Funding LLC, Membership Interest	(ad)(v)(w)(y)	Real Estate				1,723,140		1.9		1.7
Toorak Capital Partners LLC, Private Equity	(ad)(v)	Real Estate				158,139,270		158.1		199.3
Toorak Capital Partners LLC, Structured Mezzanine	(ad)(v)	Real Estate	L+650 PIK (L+650 Max PIK)		5/11/22	$	22.0	22.0		22.0
Toorak Capital Partners LLC, Structured Mezzanine	(ad)(x)	Real Estate	L+650 PIK (L+650 Max PIK)		5/11/22	$	8.0	8.0		8.0
Total Asset Based Finance								2,380.9		2,493.9
Unfunded Asset Based Finance Commitments								(248.9)		(248.9)
Net Asset Based Finance								2,132.0		2,245.0

Credit Opportunities Partners JV, LLC—18.1%
Credit Opportunities Partners JV, LLC	(ad)(v)(w)	Diversified Financials				1,462		1,396.7		1,396.2
Total Credit Opportunities Partners JV, LLC								1,396.7		1,396.2


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Number of Shares	Amortized Cost		Fair Value(d)
Equity/Other—11.7%(e)
Abaco Energy Technologies LLC, Common Stock	(v)(y)	Energy				3,055,556	$	0.2	$	0.3
Abaco Energy Technologies LLC, Preferred Stock	(v)(y)	Energy				12,734,481	1.5		1.7
Affordable Care Inc, Preferred Stock	(ac)(v)	Health Care Equipment & Services	11.8% PIK (11.8% Max PIK)			49,073,000	48.1		52.1
American Vision Partners, Private Equity	(v)(y)	Health Care Equipment & Services				2,450,230	2.5		2.4
Amtek Global Technology Pte Ltd, Common Stock	(ad)(g)(v)(w)(y)	Automobiles & Components				7,046,126	—		—
Amtek Global Technology Pte Ltd, Ordinary Shares	(ad)(v)(w)(y)	Automobiles & Components				5,735,804,056	30.7		—
Amtek Global Technology Pte Ltd, Private Equity	(ad)(v)(w)(y)	Automobiles & Components				4,097	—		—
Angelica Corp, Limited Partnership Interest	(h)(y)	Health Care Equipment & Services				877,044	47.6		—
Arcos LLC/VA, Preferred Stock	(v)	Software & Services	L+950 PIK (L+950 Max PIK)	1.0%	4/30/31	15,000,000	14.0		15.5
Ardonagh Ltd, Ordinary Shares	(v)(w)(y)	Insurance				16,450	—		2.8
Ardonagh Ltd, Ordinary Shares	(v)(w)(y)	Insurance				116,814	0.2		0.5
Ardonagh Ltd, Preferred Stock	(v)(w)(y)	Insurance				6,113,719	9.1		22.0
Arena Energy LP, Warrants	(v)(y)	Energy				68,186,525	0.4		0.6
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock	(p)(y)	Energy				10,193	9.7		2.3
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim	(p)(y)	Energy				86,607,143	19.4		19.8
Aspect Software Inc, Common Stock	(l)(s)(v)(y)	Software & Services				1,309,955	2.3		2.7
Aspect Software Inc, Warrant	(l)(s)(v)(y)	Software & Services			1/15/24	181,730	0.3		0.3

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(in millions, except share amounts)


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Number of Shares	Amortized Cost		Fair Value(d)
ATX Networks Corp, Common Stock	(ad)(s)(v)(w)(y)	Capital Goods				3,483	$	—	$	—
AVF Parent LLC, Trade Claim	(v)(y)	Retailing				44,507	—		—
Belk Inc, Common Stock	(ac)(v)(y)	Retailing				94,950	—		—
Borden (New Dairy Opco), Common Stock	(ac)(h)(n)(y)	Food, Beverage & Tobacco				11,167,000	9.1		7.7
Bowery Farming Inc, Warrants	(v)(y)	Food, Beverage & Tobacco			4/30/26	161,828	0.0		5.2
Catalina Marketing Corp, Common Stock	(v)(y)	Media & Entertainment				6,522	—		—
CDS US Intermediate Holdings Inc, Warrant	(v)(w)(y)	Media & Entertainment				2,023,714	—		—
Cengage Learning, Inc, Common Stock	(v)(y)	Media & Entertainment				227,802	7.5		4.2
Cimarron Energy Inc, Common Stock	(v)(y)	Energy				4,302,293	—		—
Cimarron Energy Inc, Participation Option	(v)(y)	Energy				25,000,000	—		—
Constellis Holdings LLC, Private Equity	(ac)(f)(v)(y)	Capital Goods				849,702	10.3		0.2
CTI Foods Holding Co LLC, Common Stock	(v)(y)	Food, Beverage & Tobacco				5,892	0.7		—
Cubic Corp, Preferred Stock	(v)	Software & Services	11.0% PIK (11.0% Max PIK)			42,141,600	39.6		42.3
Envigo Laboratories Inc, Series A Warrant	(s)(y)	Health Care Equipment & Services			4/29/24	10,924	—		—
Envigo Laboratories Inc, Series B Warrant	(s)(y)	Health Care Equipment & Services			4/29/24	17,515	—		—
Fairway Group Holdings Corp, Common Stock	(ac)(v)(y)	Food & Staples Retailing				103,091	—		—
Fox Head Inc, Common Stock	(j)(v)(y)	Consumer Durables & Apparel				10,000,000	8.0		10.9
Fronton BV, Common Stock	(ac)(o)(y)	Consumer Services				14,943	—		1.4
Galaxy Universal LLC, Common Stock	(v)(y)	Consumer Durables & Apparel				228,806	35.5		35.5
Galaxy Universal LLC, Trade Claim	(v)(y)	Consumer Durables & Apparel				27,256,114	16.4		16.4
Genesys Telecommunications Laboratories Inc, Class A Shares	(v)(y)	Technology Hardware & Equipment				40,529	—		—
Genesys Telecommunications Laboratories Inc, Ordinary Shares	(v)(y)	Technology Hardware & Equipment				41,339	—		—
Genesys Telecommunications Laboratories Inc, Preferred Stock	(v)(y)	Technology Hardware & Equipment				1,050,465	—		—
Harvey Industries Inc, Common Stock	(v)	Capital Goods				5,000,000	2.2		3.3
Hilding Anders, Class A Common Stock	(ad)(v)(w)(y)	Consumer Durables & Apparel				4,503,411	0.1		—
Hilding Anders, Class B Common Stock	(ad)(v)(w)(y)	Consumer Durables & Apparel				574,791	0.0		—
Hilding Anders, Class C Common Stock	(ad)(v)(w)(y)	Consumer Durables & Apparel				213,201	—		—
Hilding Anders, Equity Options	(ad)(v)(w)(y)	Consumer Durables & Apparel			11/30/25	236,160,807	15.0		—
HM Dunn Co Inc, Preferred Stock, Series A	(ad)(s)(v)(y)	Capital Goods				85,385	7.1		7.1
HM Dunn Co Inc, Preferred Stock, Series B	(ad)(s)(v)(y)	Capital Goods				15,000	—		—
Imagine Communications Corp, Common Stock	(v)(y)	Media & Entertainment				33,034	3.8		2.5
Jones Apparel Holdings, Inc., Common Stock	(v)(y)	Consumer Durables & Apparel				5,451	0.9		—
JW Aluminum Co, Common Stock	(ad)(j)(u)(v)(y)	Materials				2,105	0.0		—
JW Aluminum Co, Preferred Stock	(ad)(j)(u)(v)	Materials	12.5% PIK (12.5% Max PIK)		2/15/28	15,279	177.9		122.6
Maverick Natural Resources LLC, Common Stock	(n)(o)(y)	Energy				259,211	84.5		143.6
MB Precision Holdings LLC, Class A - 2 Units	(n)(o)(y)	Capital Goods				8,081,288	0.5		—
Med-Metrix, Common Stock	(h)(y)	Software & Services				29,403	1.5		1.6
Med-Metrix, Preferred Stock	(h)	Software & Services	8.0% PIK (8.0% Max PIK)			29,403	1.5		1.5

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(in millions, except share amounts)


Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor	Maturity	Number of Shares	Amortized Cost		Fair Value(d)
Miami Beach Medical Group LLC, Common Stock	(v)(y)	Health Care Equipment & Services				5,000,000	$	4.8	$	3.9
Micronics Filtration Holdings Inc, Common Stock	(ac)(v)(y)	Capital Goods				53,073	0.6		—
Micronics Filtration Holdings Inc, Preferred Stock, Series A	(ac)(v)(y)	Capital Goods				55	0.6		0.1
Micronics Filtration Holdings Inc, Preferred Stock, Series B	(ac)(v)(y)	Capital Goods				23	0.2		0.4
Micronics Filtration Holdings Inc, Preferred Stock, Series B PIK	(ac)(v)(y)	Capital Goods				112,780	—		11.9
Micronics Filtration Holdings Inc, Preferred Stock, Series C PIK	(ac)(v)(y)	Capital Goods				54,000	—		6.2
Misys Ltd, Preferred Stock	(v)(w)	Software & Services	L+1,025 PIK (L+1,025 Max PIK)			79,782,377	73.5		78.9
NBG Home, Common Stock	(v)(y)	Consumer Durables & Apparel				1,903	2.6		—
Nine West Holdings Inc, Common Stock	(v)(y)	Consumer Durables & Apparel				5,451	6.5		—
One Call Care Management Inc, Common Stock	(ad)(v)(y)	Health Care Equipment & Services				34,872	2.1		2.4
One Call Care Management Inc, Preferred Stock A	(ad)(v)(y)	Health Care Equipment & Services				371,992	22.8		26.1
One Call Care Management Inc, Preferred Stock B	(ad)(v)	Health Care Equipment & Services	9.0% PIK (9.0% Max PIK)		10/25/29	7,672,347	8.0		9.2
Petroplex Acidizing Inc, Preferred Stock A	(ac)(v)(y)	Energy				25,138,631	4.9		—
Petroplex Acidizing Inc, Warrant	(ac)(v)(y)	Energy			12/15/26	8	—		—
Polyconcept North America Inc, Class A - 1 Units	(v)(y)	Household & Personal Products				30,000	3.0		4.3
PRG III LLC, Preferred Stock, Series A PIK	(ad)(v)(y)	Media & Entertainment			8/21/24	434,250	18.1		17.4
PRG III LLC, Preferred Stock, Series B PIK	(ad)(v)(y)	Media & Entertainment			8/21/24	140	—		—
Proserv Acquisition LLC, Class A Common Units	(ac)(v)(w)(y)	Energy				2,635,005	33.4		0.1
Proserv Acquisition LLC, Class A Preferred Units	(ac)(v)(w)(y)	Energy				837,780	5.4		9.3
Quorum Health Corp, Trade Claim	(v)(y)	Health Care Equipment & Services				8,301,000	0.7		0.9
Quorum Health Corp, Trust Initial Funding Units	(v)(y)	Health Care Equipment & Services				143,400	0.2		0.2
Ridgeback Resources Inc, Common Stock	(j)(u)(v)(w)(y)	Energy				1,969,418	9.1		9.9
Sorenson Communications LLC, Common Stock	(ac)(j)(u)(v)(y)	Telecommunication Services				89,959	42.5		67.5
Sound United LLC, Common Stock	(ad)(v)	Consumer Durables & Apparel				12,857,143	17.3		77.5
Stuart Weitzman Inc, Common Stock	(v)(y)	Consumer Durables & Apparel				5,451	—		—
Sungard Availability Services Capital Inc, Common Stock	(ac)(s)(u)(v)(y)	Software & Services				262,516	6.9		—
Swift Worldwide Resources Holdco Ltd, Common Stock	(v)(y)	Energy				1,250,000	1.2		1.1
ThermaSys Corp, Common Stock	(ac)(u)(v)(y)	Capital Goods				17,383,026	10.2		—
ThermaSys Corp, Preferred Stock	(ac)(v)(y)	Capital Goods				1,529	1.7		—
Versatile Processing Group Inc, Class A - 2 Units	(u)(y)	Materials				3,637,500	3.6		—
Warren Resources Inc, Common Stock	(ad)(v)(y)	Energy				3,483,788	12.8		20.4
Zeta Interactive Holdings Corp, Common Stock	(aa)(v)(y)	Software & Services				3,610,212	30.8		30.4
Total Equity/Other							931.6		907.1
TOTAL INVESTMENTS—208.3%							$	16,056.7	16,101.5
LIABILITIES IN EXCESS OF OTHER ASSETS—(108.3%)									(8,371.5)
NET ASSETS—100%									$	7,730.0

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(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, 2021		Unrealized Appreciation (Depreciation)
AUD	10/17/2022	JP Morgan Chase Bank	A$	3.0	Sold	$	2.1	$	2.2	$	(0.1)
AUD	2/14/2023	JP Morgan Chase Bank	A$	2.2	Sold	1.6		1.6		—
CAD	6/7/2022	JP Morgan Chase Bank	$	1.4	Sold	1.1		1.1		—
CAD	6/7/2022	JP Morgan Chase Bank	$	1.9	Sold	1.5		1.5		—
CAD	11/10/2022	JP Morgan Chase Bank	$	1.5	Sold	1.2		1.1		0.1
CAD	11/15/2024	JP Morgan Chase Bank	$	4.0	Sold	3.2		3.1		0.1
EUR	5/6/2022	JP Morgan Chase Bank	€	6.1	Sold	7.5		7.0		0.5
EUR	5/6/2022	JP Morgan Chase Bank	€	1.6	Sold	2.0		1.8		0.2
EUR	5/6/2022	JP Morgan Chase Bank	€	0.7	Sold	0.9		0.8		0.1
EUR	5/6/2022	JP Morgan Chase Bank	€	2.2	Sold	2.7		2.5		0.2
EUR	5/6/2022	JP Morgan Chase Bank	€	0.9	Sold	1.2		1.1		0.1
EUR	9/12/2022	JP Morgan Chase Bank	€	10.0	Sold	11.7		11.5		0.2
EUR	7/17/2023	JP Morgan Chase Bank	€	1.3	Sold	1.7		1.5		0.2
EUR	2/23/2024	JP Morgan Chase Bank	€	42.3	Sold	49.1		49.4		(0.3)
EUR	8/8/2025	JP Morgan Chase Bank	€	4.8	Sold	5.7		5.7		—
EUR	8/8/2025	JP Morgan Chase Bank	€	1.9	Sold	2.3		2.3		—
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
GBP	1/11/2023	JP Morgan Chase Bank	£	5.0	Sold	6.5		6.6		(0.1)
GBP	1/11/2023	JP Morgan Chase Bank	£	1.4	Sold	1.9		1.9		—
GBP	10/13/2023	JP Morgan Chase Bank	£	6.2	Sold	8.5		8.4		0.1
NOK	8/8/2025	JP Morgan Chase Bank	NOK	49.1	Sold	5.2		5.5		(0.3)
NOK	8/8/2025	JP Morgan Chase Bank	NOK	11.4	Sold	1.2		1.3		(0.1)
SEK	3/15/2024	JP Morgan Chase Bank	SEK	72.8	Sold	8.5		8.2		0.3
SEK	5/10/2024	JP Morgan Chase Bank	SEK	430.3	Sold	51.4		48.4		3.0
SEK	5/10/2024	JP Morgan Chase Bank	SEK	503.0	Sold	60.1		56.6		3.5
SEK	5/10/2024	JP Morgan Chase Bank	SEK	34.5	Sold	4.1		3.9		0.2
SEK	8/8/2025	JP Morgan Chase Bank	SEK	119.3	Sold	13.3		13.5		(0.2)
SEK	8/8/2025	JP Morgan Chase Bank	SEK	27.8	Sold	3.1		3.2		(0.1)
Total						$	269.6	$	261.2	$	8.4

_______________

(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, 2021, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 0.21%, the Euro Interbank Offered Rate, or EURIBOR, was (0.57)%, Canadian Dollar Offer Rate, or CDOR was 0.52%, the Bank Bill Swap Bid Rate, or BBSY was 0.12%, the Reykjavik Interbank Offered Rate, or REIBOR, was 2.65%, the Stockholm Interbank Offered Rate, or STIBOR, was (0.05)%, the Sterling Overnight Index Average, or SONIA, was .19%, the Secured Overnight Financing Rate, or SOFR, was .05%, and the U.S. Prime Lending Rate, or Prime, was 3.25%. PIK means paid-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 8).

See notes to unaudited consolidated financial statements.

Table of Contents

FS KKR Capital Corp.

Consolidated Schedule of Investments (continued)

As of December 31, 2021

(in millions, except share amounts)

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

(f)Security or portion thereof held within Ambler Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Ally Bank (see Note 9).

(g)Security or portion thereof was held within CCT Dublin Funding Limited

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

(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).

(j)Security or portion thereof held within Cobbs Creek LLC and is pledged as collateral supporting the amounts outstanding under the senior secured revolving credit facility (see Note 9).

(m)Security or portion thereof was held within FSK CLO as of December 31, 2021.

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

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

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

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

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

(u)Security or portion thereof held within Race Street Funding LLC. Security is available as collateral supporting the amounts outstanding under the Senior Secured Revolving Credit Facility (see Note 9).

(v)Security or portion thereof is pledged as collateral supporting the amounts outstanding under the Senior Secured Revolving Credit Facility (see Note 9).

(w)The investment is not a qualifying asset under the Investment ~~Corporation~~

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, 2021, 75.1% of the Company’s total assets represented qualifying assets.

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

(y)Security is non-income producing.

(z)Asset is on non-accrual status.

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

(ab)Not used.

(ac)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, 2021, 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, 2021:

Portfolio Company Fair Value at December 31, 2020
Gross Additions(1)
Gross Reductions(2)
Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value at December 31, 2021
Interest Income(3)
PIK Income(3)
Fee Income(3)
Dividend Income(3)
Senior Secured Loans—First Lien
Affordable Care Inc $ — $ — $ — $ — $ — $ — $ — $ — $ 0.3 $ —
Affordable Care Inc — 115.5 (55.9) 0.3 — 59.9 2.7 — 1.6 —
Belk Inc — 42.6 (2.4) — 9.0 49.2 3.1 0.9 — —
Belk Inc — 21.7 — — 0.2 21.9 1.6 — — —
Borden (New Dairy Opco) 7.6 10.6 (10.0) 0.2 0.6 9.0 0.5 — — —
Borden (New Dairy Opco) 16.8 23.4 — — 1.8 42.0 2.7 — — —
Borden Dairy Co — — — 1.3 (1.3) — — — — —

See notes to unaudited consolidated financial statements.

Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company Fair Value at December 31, 2020
Gross Additions(1)
Gross Reductions(2)
Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value at December 31, 2021
Interest Income(3)
PIK Income(3)
Fee Income(3)
Dividend Income(3)
Constellis Holdings LLC $ — $ 14.0 $ — $ — $ 1.0 $ 15.0 $ 0.9 $ — $ — $ —
Fairway Group Holdings Corp — 1.1 (0.7) 0.6 (0.3) 0.7 0.8 — — —
Fairway Group Holdings Corp — — — — — — — — — —
HM Dunn Co Inc(5)
0.3 — (0.6) — 0.3 — — — — —
HM Dunn Co Inc(5)
0.2 — (0.3) — 0.1 — — — — —
Micronics Filtration Holdings Inc 35.5 1.0 — — 14.5 51.0 — 1.0 — —
One Call Care Management Inc(5)
4.7 0.6 (4.9) — (0.4) — 0.2 — — —
Petroplex Acidizing Inc 4.5 — (0.2) — 5.4 9.7 — — — —
Sorenson Communications LLC(4)
— 61.8 (5.1) 0.2 3.2 60.1 2.8 — — —
Sungard Availability Services Capital Inc(4)
— 5.7 — — 0.3 6.0 0.2 0.1 — —
ThermaSys Corp 3.9 0.4 — — (0.8) 3.5 — 0.5 — —
Senior Secured Loans—Second Lien
Belk Inc — 4.2 — — 2.5 6.7 — — — —
Constellis Holdings LLC — 12.5 — — (0.5) 12.0 0.6 0.4 — —
Fairway Group Holdings Corp — — — — — — — — — —
Sorenson Communications LLC — 22.0 (22.2) 0.2 — — 0.4 0.9 — —
Sungard Availability Services Capital Inc — 13.6 0.1 — (5.4) 8.3 0.7 0.2 — —
Other Senior Secured Debt
JW Aluminum Co(5)
41.8 — (39.4) — (2.4) — — — — —
Subordinated Debt
Home Partners of America Inc — 3.5 (3.5) — — — 0.1 — — —
Asset Based Finance
Home Partners JV, Structured Mezzanine 38.5 83.4 (36.3) — 4.8 90.4 0.6 7.3 — —
Home Partners JV, Private Equity — 5.4 — — 4.0 9.4 — — — —
Home Partners JV, Private Equity — — — (0.6) 0.6 — — — — —
Home Partners JV, Common Stock 21.5 45.9 (22.9) 7.7 28.4 80.6 — — — —
Home Partners JV 2, Structured Mezzanine — 3.4 — — 0.1 3.5 — 0.2 — —
Home Partners JV 2, Private Equity — 0.1 — — — 0.1 — — — —
Home Partners JV 2, Private Equity — 1.5 — — 0.1 1.6 — — — —
Jet Edge International LLC, Preferred Stock — 20.9 — — (4.1) 16.8 0.5 — — —
Jet Edge International LLC, Warrant — — — — 4.5 4.5 — — — —
Jet Edge International LLC, Term Loan — 78.0 (2.1) — (0.3) 75.6 2.4 0.5 — —
Orchard Marine Limited, Class B Common Stock — — — — — — — — — —
Orchard Marine Limited, Series A Preferred Stock 24.6 — — — 40.0 64.6 — — — —
Equity/Other
Affordable Care Inc, Common Stock — 48.1 — — 4.0 52.1 — 2.3 — —
ASG Technologies, Common Stock 42.7 — (79.4) 56.0 (19.3) — — — — —
ASG Technologies, Warrants 3.5 — (10.2) 3.7 3.0 — — — — —
Belk Inc, Common Stock — — — — — — — 0 — —
See notes to unaudited consolidated financial statements.
41
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company Fair Value at December 31, 2020
Gross Additions(1)
Gross Reductions(2)
Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value at December 31, 2021
Interest Income(3)
PIK Income(3)
Fee Income(3)
Dividend Income(3)
Borden (New Dairy Opco), Common Stock $ 3.2 $ 5.2 $ — $ — $ (0.7) $ 7.7 $ — $ — $ — $ —
Charlotte Russe Inc, Common Stock — — — (12.5) 12.5 — — — — —
Constellis Holdings LLC, Private Equity — 10.3 — — (10.1) 0.2 — — — —
Fairway Group Holdings Corp, Common Stock — — — — — — — — — —
Fronton BV, Common Stock 1.2 — — — 0.2 1.4 — — — —
HM Dunn Co Inc, Preferred Stock, Series A(5)
— — — — — — — — — —
HM Dunn Co Inc, Preferred Stock, Series B(5)
— — — — — — — — — —
Home Partners of America Inc, Common Stock 130.5 — (214.3) 130.7 (46.9) — — — — —
Home Partners of America Inc, Warrant 2.1 — (4.4) 4.1 (1.8) — — — — —
JW Aluminum Co, Common Stock(5)
— — — — — — — — — —
JW Aluminum Co, Preferred Stock(5)
93.7 — (107.3) — 13.6 — — 4.2 — —
Micronics Filtration Holdings Inc, Common Stock — — — — — — — — — —
Micronics Filtration Holdings Inc, Preferred Stock, Series A — — — — 0.1 0.1 — — — —
Micronics Filtration Holdings Inc, Preferred Stock, Series B — — — — 0.4 0.4 — — — —
Micronics Filtration Holdings Inc, Preferred Stock, Series B PIK — — — — 11.9 11.9 — — — —
Micronics Filtration Holdings Inc, Preferred Stock, Series C PIK — — — — 6.2 6.2 — — — —
One Call Care Management Inc, Common Stock(5)
2.4 — (3.0) — 0.6 — — — — —
One Call Care Management Inc, Preferred Stock A(5)
25.5 — (32.3) — 6.8 — — — — —
One Call Care Management Inc, Preferred Stock B(5)
10.6 — (9.8) — (0.8) — — — — —
Petroplex Acidizing Inc, Preferred Stock A — 0.4 — — (0.4) — — — — 0.4
Petroplex Acidizing Inc, Warrant — — — — — — — — — —
Proserv Acquisition LLC, Class A Common Units 9.0 — (0.1) — (8.8) 0.1 — — — —
Proserv Acquisition LLC, Class A Preferred Units 9.5 — — — (0.2) 9.3 — — — —
Sorenson Communications LLC, Common Stock(4)
— 42.5 — — 25.0 67.5 — — — —
Sungard Availability Services Capital Inc, Common Stock(4) — 6.9 — — (6.9) — — — — —
ThermaSys Corp, Common Stock — — — — — — — — — —
ThermaSys Corp, Preferred Stock — — — — — — — — — —
Total $ 533.8 $ 706.2 $ (667.2) $ 191.9 $ 94.3 $ 859.0 $ 20.8 $ 18.5 $ 1.9 $ 0.4
______________
(1)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 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, PIK, fee and dividend income presented for the full year ended December 31, 2021.
(4)The Company held this investment as of December 31, 2020 but it was not deemed to be an “affiliated person” of the portfolio company as of December 31, 2020. Transfers in or out have been presented at amortized cost.
(5)The Company held this investment as of December 31, 2021 but it was deemed to "control" the portfolio company as of December 31, 2021. Transfers in or out have been presented at amortized cost.

See notes to unaudited consolidated financial statements.
42
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
(ad)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, 2021, 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, 2021, 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, 2021:
Portfolio Company Fair Value at December 31, 2020
Gross Additions(1)
Gross Reductions(2)
Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value at December 31, 2021
Interest Income(3)
PIK Income(3)
Fee Income(3)
Dividend Income(3)
Senior Secured Loans—First Lien
Advanced Lighting Technologies Inc $ 12.0 $ 4.1 $ (15.9) $ (4.6) $ 4.4 $ — $ — $ — $ — $ —
Amtek Global Technology Pte Ltd 59.7 2.4 — — (27.3) 34.8 1.1 1.4 — —
ATX Networks Corp — 46.8 — — — 46.8 1.3 — — —
HM Dunn Co Inc(4)
— 49.2 (7.1) (8.5) — 33.6 0.5 — — —
HM Dunn Co Inc(4)
— 14.0 (19.0) 7.0 — 2.0 0.4 0.8 — —
One Call Care Management Inc — 9.7 (5.1) 0.1 0.3 5.0 0.3 — 0.1 —
Production Resource Group LLC — 124.9 — — 8.4 133.3 5.4 3.8 — —
Production Resource Group LLC — 0.1 — — — 0.1 — — — —
Production Resource Group LLC — 60.6 (0.4) — 4.2 64.4 2.8 0.8 0.4 —
Production Resource Group LLC — 20.2 (0.1) — 0.1 20.2 0.4 — 0.1 —
Sound United LLC 14.9 — (15.0) — 0.1 — 0.4 — — —
Warren Resources Inc(4)
— 19.3 (2.0) 0.1 1.3 18.7 1.3 0.1 — —
Senior Secured Loans—Second Lien
Amtek Global Technology Pte Ltd 0.1 (1.8) — (10.4) 12.1 — (1.9) — — —
Sound United LLC 20.9 1.7 (22.6) — — — — 1.0 — —
Other Senior Secured Debt
Advanced Lighting Technologies Inc — — (0.7) (22.9) 23.6 — — — — —
JW Aluminum Co(4)
— 75.5 — — 5.5 81.0 6.2 — — —
One Call Care Management Inc(4)
— 43.5 (21.9) — 1.9 23.5 0.4 1.6 — —
Subordinated Debt
ATX Networks Corp — 4.8 — — 2.3 7.1 — — — —
Hilding Anders 32.4 — — — 14.2 46.6 — — — —
Hilding Anders — — — — — — — — — —
Hilding Anders 30.3 — — — (30.3) — — — — —
Asset Based Finance
801 5th Ave, Seattle, Structure Mezzanine 29.4 25.7 — — 2.1 57.2 3.6 1.3 — —
801 5th Ave, Seattle, Private Equity 10.3 9.6 — — 3.2 23.1 — — — —
Avida Holding AB, Common Stock 38.3 9.1 — — 4.9 52.3 — — — —
Kilter Finance, Preferred Stock 0.2 34.4 — — 1.5 36.1 1.3 1.2 — —
Kilter Finance, Private Equity 0.2 0.3 — — — 0.5 — — — —
KKR Rocket Loans Aggregator LLC, Partnership Interest — 1.4 — — — 1.4 — — — 0.1
My Community Homes SFR PropCo 2, Private Equity — 33.0 — — — 33.0 — — — —
Prime St LLC, Private Equity 3.9 4.6 — — 0.6 9.1 — — — —
Prime St LLC, Structured Mezzanine 22.8 27.6 — — 2.0 52.4 0.9 2.2 — —
See notes to unaudited consolidated financial statements.
43
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company Fair Value at December 31, 2020
Gross Additions(1)
Gross Reductions(2)
Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value at December 31, 2021
Interest Income(3)
PIK Income(3)
Fee Income(3)
Dividend Income(3)
Toorak Capital Funding LLC, Membership Interest $ 6.6 $ 1.3 $ (4.9) $ — $ (1.3) $ 1.7 $ — $ — $ — $ —
Toorak Capital LLC, Membership Interest 235.9 2.3 (50.2) 10.2 1.1 199.3 — — — 18.7
Toorak Capital Partners LLC, Structured Mezzanine — 73.0 (51.0) — — 22.0 0.2 — — —
Credit Opportunities Partners JV, LLC
Credit Opportunities Partners JV, LLC 712.5 586.4 — — 97.3 1,396.2 — — — 126.9
Equity/Other
Advanced Lighting Technologies Inc, Common Stock — — — (16.5) 16.5 — — — — —
Advanced Lighting Technologies Inc, Warrant — — — (0.1) 0.1 — — — — —
Amtek Global Technology Pte Ltd, Common Stock — — — — — — — — — —
Amtek Global Technology Pte Ltd, Ordinary Shares — — — — — — — — — —
Amtek Global Technology Pte Ltd, Trade Claim — — (1.4) 0.4 1.0 — — — — —
Amtek Global Technology Pte Ltd, Private Equity — — — — — — — — — —
ATX Networks Corp, Common Stock — — — — — — — — — —
Hilding Anders, Class A Common Stock — — — — — — — — — —
Hilding Anders, Class B Common Stock — — — — — — — — — —
Hilding Anders, Class C Common Stock — — — — — — — — — —
Hilding Anders, Equity Options — — — — — — — — — —
HM Dunn Co Inc, Preferred Stock, Series A(4)
— 7.1 — — — 7.1 — — — —
HM Dunn Co Inc, Preferred Stock, Series B(4)
— — — — — — — — — —
JW Aluminum Co, Common Stock(4)
— — — — — — — — — —
JW Aluminum Co, Preferred Stock(4)
— 177.9 — — (55.3) 122.6 0.4 20.9 — —
One Call Care Management Inc, Common Stock(4)
— 4.5 (2.2) (0.2) 0.3 2.4 — — — —
One Call Care Management Inc, Preferred Stock A(4)
— 48.6 (23.7) (2.1) 3.3 26.1 — — — —
One Call Care Management Inc, Preferred Stock B(4)
— 15.7 (8.8) 1.1 1.2 9.2 — 0.8 — —
Production Resource Group LLC, Preferred Stock, Series A PIK — 18.1 — — (0.7) 17.4 — — — —
Production Resource Group LLC, Preferred Stock, Series B PIK — — — — — — — — — —
Sound United LLC, Class A Units — — — (1.1) 1.1 — — — — —
Sound United LLC, Common Stock 29.3 — — — 48.2 77.5 — — — 20.0
Sound United LLC, Series I Units — — — (0.5) 0.5 — — — — —
Sound United LLC, Series II Units — — — (0.5) 0.5 — — — — —
Warren Resources Inc, Common Stock — 12.8 — — 7.6 20.4 — — — —
Total $ 1,259.7 $ 1,568.4 $ (252.0) $ (48.5) $ 156.5 $ 2,684.1 $ 25.0 $ 35.9 $ 0.6 $ 165.7
______________
(1)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 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, PIK, fee and dividend income presented for the full year ended December 31, 2021.
(4)The Company held this investment as of December 31, 2020 but it was not deemed to be an “control” of the portfolio company as of December 31, 2020. Transfers in or out have been presented at amortized cost.
See notes to unaudited consolidated financial statements.
44

Table of Contents
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, the~~The Company ~~had two~~has 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.~~2022. 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 and certain asset-based financing 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 investment adviser, FB Income~~Company is externally managed by FS/KKR Advisor, LLC, or FBthe Advisor, ~~will seek~~pursuant to ~~tailor~~an investment advisory agreement, dated as of June 16, 2021, or the ~~Company’s~~ investment ~~focus as market conditions evolve. Depending on market conditions,~~advisory agreement. Prior to entering into the investment advisory agreement, the Company ~~may increase~~was a party to an investment advisory agreement, dated as of December 20, 2018, with the Advisor, or ~~decrease~~the prior investment advisory agreement, which remained in effect until June 16, 2021.

On June 16, 2021, the Company completed its ~~exposure~~acquisition, or the 2021 Merger, of FS KKR Capital Corp. II, or FSKR, pursuant to ~~less senior portions~~that certain Agreement and Plan of Merger, or the 2020 Merger Agreement, dated as of November 23, 2020, by and among the Company, FSKR, Rocky Merger Sub, Inc., a former wholly-owned subsidiary of the ~~capital structure~~Company, or ~~otherwise make opportunistic investments.~~

Merger Sub, and the Advisor. See Note 12 for a discussion of the 2021 Merger.

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~~2021 included in the Company’s annual report on Form10-K for the year ended December 31, ~~2016.~~2021. Operating results for the ~~three and~~ nine months ended September 30, ~~2017~~2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2017.~~2022. The December 31, ~~2016~~2021 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.~~2021. The Company is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies under Financial Accounting Standards Board, or the FASB, 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 in thousands, except share and per share amounts.~~

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 the ~~Company’s~~ realized capital gains of Corporate Capital Trust, Inc., or CCT, (as predecessor-by-merger to the Company), FSKR (as predecessor-by-merger to the Company) and the Company (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

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

gain incentive fees previously paid ~~capital gains incentive fees.~~by CCT, FSKR 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%~~17.5% of the Company’s~~“pre-incentive~~ “pre-incentive 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 the Company’spre-incentive fee net investment income for such quarter exceeds the hurdle rate of ~~1.875%~~1.75%. Once the Company’spre-incentive fee net investment income in any quarter exceeds the hurdle rate, FBthe Advisor will be entitled to a~~“catch-up”~~ “catch-up” fee equal to the amount of thepre-incentive fee net investment income in excess of the hurdle rate, until the Company’spre-incentive fee net investment income for such quarter equals ~~2.34375%~~2.12%, or ~~9.375%~~8.48% annually, of net assets. Thereafter, FBthe Advisor will be entitled to receive ~~20.0%~~17.5% ofpre-incentive fee net investment income.

~~The~~ See Note 4 for a discussion of the subordinated incentive fee on income ~~is subject to a total return requirement, which provides that no incentive fee in respect of~~under the ~~Company’spre-incentive~~ ~~fee net~~prior investment income will be payable except to the extent that 20.0% of the cumulative net increase in net assets resulting from operations over the then-current and eleven preceding calendar quarters exceeds the cumulative incentive fees accrued and/or paid for the eleven preceding calendar quarters. Accordingly, any subordinated incentive fee on income that is payable in a calendar quarter will be limited to the lesser of (i) 20.0% of the amount by which the Company’s~~pre-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 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” is the sum of~~pre-incentive~~ 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

advisory agreement.

~~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~~2021 and the audited consolidated financial statements as of and for the year ended December 31, ~~2016~~2021 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~~2022.

Revenue Recognition: Security transactions are accounted for on the ~~Company’s~~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 the ex-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 on non-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 from non-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 the Company will receive any previously accrued interest, then the accrued interest will be written-off. Payments received on non-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 other non-recurring upfront fees are recorded as fee income when earned. For the nine months ended September 30, 2022 and 2021, the Company recognized $29 and $34, respectively, 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 or cash flows as previously reported.~~

~~Revenue Recognition:~~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 ~~May 2014,~~March 2020, the FASB issued ASUNo. ~~2014-09,~~~~Revenue from Contracts with Customers~~2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for ~~revenue recognition based on the consideration~~applying GAAP to ~~which an entity expects~~contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be ~~entitled in exchange for transferring goods or services to a customer. When it becomes effective, the new revenue recognition guidance in ASUNo. 2014-09~~ ~~will replace most revenue recognition guidance under existing GAAP.~~discontinued because of reference rate reform. In ~~2016,~~January 2021, the FASB issued ~~additional guidance that clarified, amended~~ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ~~technically corrected prior revenue recognition guidance. The new revenue recognition guidance applies~~

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and ~~all contracts with customers~~exceptions provided by the amendments do not apply to ~~provide goods~~contract modifications and hedging relationships entered into 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 beginningevaluated after December ~~15, 2017, with early adoption permitted. The standards permit~~31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the ~~use~~end of ~~either~~ the ~~retrospective or cumulative effect transition method.~~hedging relationship. The Company is currently evaluating the ~~applicability~~impact of the ~~new revenue recognition guidance to the Company’s revenue recognition policies~~adoption of ASU 2020-04 and ~~assessing the impact of this guidance~~2021-01 on ~~the Company’s~~its consolidated 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~~2022 and ~~2016:~~

   Nine Months Ended September 30,
   2017 2016
   Shares Amount Shares Amount
Reinvestment of Distributions
           1,662,059    $         15,908            641,574    $         5,665


Net Proceeds from Share Transactions
   1,662,059 $ 15,908 641,574 $ 5,665

2021:


	Nine Months Ended September 30,
	2022			2021
	Shares	Amount		Shares	Amount





Share Repurchase Program	(1,565,083)	$	(33)	(53,374)	$	(1)

Issuance of Common Stock(1)	—	—		161,374,028	3,642
Net Proceeds from Share Transactions	(1,565,083)	$	(33)	161,320,654	$	3,641

_____________

(1)Issuance of common stock for the 2021 Merger. Shares were issued at fair value of FSK common stock at the merger date.

During the nine months ended September 30, ~~2016,~~2022, the administrator for the ~~Company’s~~Company's distribution reinvestment plan, or DRP, purchased ~~1,232,012~~1,816,180 shares of common stock in the open market at an average price per share of ~~$9.10~~$21.67 (totaling ~~$11,216)~~$39) 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, 2021, the administrator for the ~~Company’s~~ DRP purchased ~~611,141~~707,727 shares of common stock in the open market at an average price per share of ~~$8.65~~$19.69 (totaling ~~$5,284)~~$14) pursuant to the ~~Company’s~~ DRP, and distributed such shares to participants in the ~~Company’s~~DRP. During the period from October 1, 2022 to October 31, 2022, the administrator for the DRP purchased 747,844 shares of common stock in the open market at an average price per share of $18.26 (totaling $14) 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.

Share Repurchase Program

On October 31, 2022, the board of directors approved a renewal of the previously approved stock repurchase program. The program will provide for aggregate purchases of the Company’s common stock in an amount up to $54, which is the aggregate amount remaining of the $100 amount originally approved by the board of directors. The timing, manner, price and amount of any share repurchases is 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 does not require the Company to repurchase any specific number of shares and the Company cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued at any time.

During the nine months ended September 30, 2022, the Company repurchased 1,565,083 shares of common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $21.12 (totaling $33). During the nine months ended September 30, 2021, the Company repurchased 53,374 shares of common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $22.32 (totaling $1).

Acquisition of FSKR

In accordance with the terms of the 2020 Merger Agreement, at the time of the transactions contemplated by the 2020 Merger Agreement, each outstanding share of FSKR common stock was converted into the right to receive 0.9498 shares of the Company's common stock. As a result, the Company issued an aggregate of approximately 161,374,028 shares of its common stock to former FSKR stockholders.

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FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 4. Related Party Transactions

Compensation of the Investment Adviser

Pursuant to the investment advisory agreement, FBthe Advisor is entitled to ~~an annual~~a base management fee ~~equal to 1.75%~~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~~Company's consolidated balance sheets) and an incentive fee based on the Company’s performance. ~~Base~~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 ~~fees are paid~~fee payable under the investment advisory agreement from 1.5% to 1.0% on aall assets financed using leverage over 1.0x debt-to-equity. The base management fee is payable quarterly ~~basis~~ in arrears. ~~FB Advisor has agreed, effective October 1, 2017 and through September 30, 2018, to (a) waive a portion~~All or any part of the base management fee not taken as to ~~which it is entitled under~~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 as the investment advisory agreement, soexcept that the ~~fee received equals~~

~~FS Investment Corporation~~

~~Notes~~investment advisory agreement amended the prior investment advisory agreement to ~~Unaudited Consolidated Financial Statements (continued)~~

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

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

~~1.50% of the average value of~~(i) reduce the Company’s ~~gross assets~~income incentive fee rate from 20% to 17.5%; and ~~(b) continue~~(ii) remove the total return lookback provision applicable to ~~calculate~~ the subordinated incentive fee on income ~~to which it is entitled under~~from the prior investment advisory agreement. Under the prior investment advisory agreement, ~~as if~~ the ~~base management~~subordinated incentive fee on income was ~~1.75%~~subject to a cap equal to (i) 20.0% of the “per share pre-incentive fee return” for the then-current and eleven preceding calendar quarters minus the cumulative “per share incentive fees” accrued and/or payable for the eleven preceding calendar quarters multiplied by (ii) the weighted average ~~value~~number of shares outstanding during the calendar quarter (or any portion thereof) for which the subordinated incentive fee on income was being calculated. The definitions of “per share pre-incentive fee return” and “per share incentive fees” under the prior investment advisory agreement took into account the historic per share 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 “per share pre-incentive fee return,” any unrealized appreciation or depreciation recognized as a result of the purchase accounting for the Company’s ~~gross assets.~~acquisition of CCT was excluded. See Note 2 for a discussion of the capital gains and subordinated income incentive fees that FBthe Advisor may be entitled to under the investment advisory agreement.

~~Pursuant to an investmentsub-advisory~~ ~~agreement, or~~

In connection with the ~~investmentsub-advisory~~ ~~agreement, between FB Advisor and GSO / Blackstone Debt Funds Management LLC, or GDFM, GDFM will receive 50% of all management and incentive fees payable to FB Advisor under~~entry into the investment advisory agreement, the Advisor has agreed to waive income incentive fees in the amount of $15 per quarter for the first six full fiscal quarters of operations following the closing of the 2021 Merger, commencing on July 1, 2021, for a total waiver of $90. In addition, the Advisor has agreed to exclude from the calculation of the subordinated incentive fee on income and the incentive fee on capital gains any changes to the fair value recorded for the assets and liabilities of FSKR resulting solely from the new cost basis of the acquired FSKR investments determined in accordance with ~~respect to each year.~~

Accounting Standards Codification Topic 805-50, Business Combinations—Related Issues as a result of the 2021 Merger.

On April ~~16, 2014,~~9, 2018, the Company entered into an administration agreement with FBthe Advisor, or the administration agreement. Pursuant to the administration agreement, ~~which governs~~ the Advisor oversees the Company’s day-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 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 U.S. Securities and Exchange Commission, or 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.

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 4. Related Party Transactions (continued)

The following table describes the fees and expenses accrued under the investment advisory agreement, the prior investment advisory agreement and the administration agreement, as applicable, during the three and nine months ended September 30, ~~2017~~2022 and ~~2016:~~

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

~~(1)~~

During the nine months ended September 30, 2017 and 2016, $54,756 and $53,801, respectively, in base management fees were paid to FB Advisor. As of September 30, 2017, $18,038 in base management fees were payable to FB Advisor.

~~(2)~~

During the nine months ended September 30, 2017 and 2016, $37,649 and $40,069, respectively, of subordinated incentive fees on income were paid to 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 and 2016, $2,017 and $2,633, 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 remainder related to other reimbursable expenses. The Company paid $2,247 and $3,078, respectively, in administrative services expenses to FB Advisor during the nine months ended September 30, 2017 and 2016.

2021:

Three Months Ended Nine Months Ended
Related Party September 30, September 30,
Source Agreement Description 2022 2021 2022 2021
The Advisor Investment advisory agreement and prior investment advisory agreement
Base Management Fee(1)
$ 61 $ 58 $ 186 $ 113
The Advisor Investment advisory agreement and prior investment advisory agreement
Subordinated Incentive Fee on Income(2)
$ 25 $ 20 $ 72 $ 28
The Advisor Administration agreement
Administrative Services Expenses(3)
$ 4 $ 5 $ 12 $ 9

________________

(1)During the nine months ended September 30, 2022 and 2021, $185 and $104, respectively, in base management fees were paid to the Advisor. As of September 30, 2022, $61 in base management fees were payable to the Advisor.

(2)The Advisor agreed, effective July 1, 2021, to waive up to $15 per quarter of the subordinated incentive fee on income to which it is entitled to under the investment advisory agreement. During the three and nine months ended September 30, 2022, the amount shown is net of waivers of $15 and $45, respectively. During the three and nine months ended September 30, 2021, the amount shown is net of waivers of $15 and $15, respectively. During the nine months ended September 30, 2022 and 2021, $66 and $29, respectively, of subordinated incentive fees on income were paid to the Advisor. As of September 30, 2022, subordinated incentive fees on income of $25 were payable to the Advisor.

(3)During the nine months ended September 30, 2022 and 2021, $10 and $7, respectively, of administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by the Advisor and the remainder related to other reimbursable 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 $1.1 for the nine months ended September 30, 2022. The Company paid $10 and $7, respectively, in administrative services expenses to the Advisor during the nine months ended September 30, 2022 and 2021.

Potential Conflicts of Interest

~~FB Advisor’s senior management team is comprised~~

The members of ~~substantially the same personnel as~~ the senior management and investment 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,~~Advisor serve or ~~the Fund Complex. As a result, such personnel provide~~may serve as officers, directors or ~~expect to provide~~

~~FS Investment Corporation~~

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

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

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

~~investment advisory services to certain other funds~~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. The officers, managers and ~~such~~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.~~

2021.

Exemptive Relief

As a BDC, the Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are not permitted toco-invest 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 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 certain privately negotiated investment transactions with certain affiliates of ~~FB Advisor,~~its former investment adviser, 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~~its former investment adviser 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 January 5, 2021, 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~~Advisor.

Affiliated Purchaser Program

Table 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 Contents

FS ~~Investments. FB Advisor is a third-party beneficiary of the trademark license agreement.~~

KKR Capital Corp.

~~FS Investment Corporation~~

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

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

Note 4. Related Party Transactions (continued)

As previously disclosed, certain affiliates of the owners of the Advisor committed $100 to a $350 investment vehicle that may invest from time to time in shares of the Company's common stock. In September 2021 and December 2021, that investment vehicle entered into a written trading plan with a third party broker in accordance with Rule 10b5-1 and Rule 10b-18 promulgated under the Exchange Act to facilitate the purchase of shares of the Company’s common stock pursuant to the terms and conditions of such plan. The Company is not a party to any transaction with the investment vehicle.

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~~2022 and ~~2016:~~

   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

2021:


	Distribution
For the Three Months Ended	Per Share		Amount
Fiscal 2021
March 31, 2021	$	0.60	$	74
June 30, 2021	0.60		75
September 30, 2021	0.65		186
Total	$	1.85	$	335
Fiscal 2022
March 31, 2022	$	0.63	$	179
June 30, 2022	0.68		193
September 30, 2022	0.67		190
Total	$	1.98	$	562

On November ~~1, 2017,~~4, 2022, the Company’s board of directors declared a regular quarterly cash distribution of ~~$0.19~~$0.68 per share, which will be paid on or about January 3, ~~2018~~2023 to stockholders of record as of the close of business on December ~~20, 2017.~~14, 2022. 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.

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

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 5. Distributions (continued)

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.

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~~2022 and ~~2016:~~

   Nine Months Ended September 30,
   2017 2016
Source of Distribution
   Distribution
Amount Percentage Distribution
Amount Percentage
Offering proceeds
   $ —    —    $ —    —
Borrowings
   — — — —
Net investment income⁽¹⁾
   163,825 100 % 162,567 100 %
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 %

~~(1)~~

2021:


	Nine Months Ended September 30,
	2022				2021
Source of Distribution	Distribution Amount		Percentage		Distribution Amount		Percentage
Return of capital	$	—	—		$	—	—

Net investment income(1)	562		100	%	335		100	%
Short-term capital gains proceeds from the sale of assets	—		—		—		—
Long-term capital gains proceeds from the sale of assets	—		—		—		—


Total	$	562	100	%	$	335	100	%

________________

(1)During the nine months ended September 30, 2017 and 2016, 89.4% and 90.6%, respectively, of the Company’s gross investment income was attributable to cash income earned, 1.2% and 2.0%, respectively, was attributable to~~non-cash~~ ~~accretion of discount and 9.4% and 7.4%, respectively, was attributable to PIK interest.~~

~~The Company’s net investment income on a tax basis for~~ the nine months ended September 30, ~~2017~~2022 and ~~2016 was $146,571~~2021, 84.8% and ~~$156,642, respectively. As~~85.5%, respectively, of ~~September 30, 2017 and December 31, 2016,~~ the ~~Company had $133,656 and $150,910 of undistributed net~~Company’s gross investment income was attributable to cash income earned, 4.9% and 4.7%, respectively, ~~and $180,020 and $73,555, respectively,~~was attributable to non-cash accretion 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~~10.3% and 9.8%, respectively, was attributable 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 computing~~tax-basis~~ ~~net investment income and income recognized for tax purposes on certain transactions but not recognized for GAAP purposes.~~

PIK interest.

~~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 and 2016:~~

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


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

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.

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~~2022, the Company had capital loss carryforwards available to offset future realized capital gains of approximately $1,877. 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.

As of September 30, 2022 and December 31, ~~2016,~~2021, the ~~components of accumulated earnings~~Company's gross unrealized appreciation on a tax basis ~~were as follows:~~

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


Total
   $         48,458 $         36,093

~~(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, the Company had short-term and long-term capital loss carryforwards available to offset future realized capital gains of $30,088 and $149,932, respectively.

~~(2)~~

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

was $1,321 and $1,665, respectively. As of September 30, 2022 and December 31, 2021, the Company's gross unrealized depreciation on a tax basis was $2,348 and $1,995, respectively.

The aggregate cost of the Company’s investments for U.S. federal income tax purposes totaled ~~$3,824,726~~$17,638 and ~~$3,780,294~~$17,167 as of September 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively. The aggregate net unrealized appreciation (depreciation) on investments on a tax basis was ~~$86,673~~$(1,846) and ~~$(53,478)~~$(1,066) as of September 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively.

The aggregate net unrealized appreciation (depreciation) on investments on a tax basis excludes net unrealized appreciation (depreciation) from merger accounting, foreign currency forward contracts and foreign currency transactions.

As of September 30, ~~2017,~~2022, the Company had a deferred tax liability of ~~$17,434~~$14 resulting from unrealized appreciation on investments held by the Company’s wholly-owned taxable subsidiaries and a deferred tax asset of ~~$23,698~~$60 resulting from net operating losses, capital losses, and interest expense limitation carryforwards 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,~~2022, certain

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 5. Distributions (continued)

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.~~$48. For the nine months ended September 30, ~~2017,~~2022, the Company ~~did not record~~recorded a provision for taxes related to wholly-owned taxable ~~subsidiaries.~~

~~FS Investment Corporation~~

~~Notes~~subsidiaries of $2 related to ~~Unaudited Consolidated Financial Statements (continued)~~

(the deferred tax liability and $1 related to current taxes. Each were as a result of the sale of investments, during the second quarter, held in ~~thousands, except share and per share amounts)~~

wholly-owned taxable subsidiaries.

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~~2022 and December 31, ~~2016:~~

   September 30, 2017
(Unaudited) December 31, 2016
   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%
Senior Secured Loans—Second Lien
   213,822 191,494 5% 619,892 599,155 16%
Senior Secured Bonds
   189,292 198,702 5% 205,657 159,470 4%
Subordinated Debt
   553,331 555,785 14% 498,080 454,045 12%
Collateralized Securities
   48,471 57,509 1% 59,225 72,058 2%
Equity/Other
   400,973 535,204 14% 368,927 506,647 14%


Total
   $ 3,772,839 $ 3,911,399         100% $ 3,743,940 $ 3,726,816         100%

~~(1)~~

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

2021:


	September 30, 2022
	(Unaudited)						December 31, 2021
	Amortized Cost(1)		Fair Value		Percentage of Portfolio		Amortized Cost(1)		Fair Value		Percentage of Portfolio
Senior Secured Loans—First Lien	$	10,023	$	9,781	61.9	%	$	9,695	$	9,765	60.7	%
Senior Secured Loans—Second Lien	1,357		1,245		7.9	%	1,564		1,557		9.7	%
Other Senior Secured Debt	151		110		0.7	%	149		120		0.7	%
Subordinated Debt	380		255		1.6	%	188		111		0.7	%
Asset Based Finance	1,942		1,826		11.6	%	2,132		2,245		13.9	%
Credit Opportunities Partners JV, LLC	1,572		1,466		9.3	%	1,397		1,396		8.7	%
Equity/Other	1,253		1,109		7.0	%	932		907		5.6	%
Total	$	16,678	$	15,792	100.0	%	$	16,057	$	16,101	100.0	%

________________

(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,~~2022, the Company held investments in ~~one~~seventeen portfolio ~~company~~companies of which it is deemed to “control.” As of September 30, ~~2017,~~2022, the Company held investments in ~~six~~ten portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to ~~“control.”~~"control." For additional information with respect to such portfolio companies, see footnotes ~~(s)~~(ac) and ~~(t)~~(ad) to the unaudited consolidated schedule of investments as of September 30, ~~2017~~2022 in this quarterly report on Form10-Q.

As of December 31, ~~2016,~~2021, the Company held investments in ~~one~~seventeen portfolio ~~company~~companies of which it is deemed to “control.” As of December 31, ~~2016,~~2021, the Company held investments in ~~three~~sixteen portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to ~~“control.”~~"control." For additional information with respect to such portfolio companies, see footnotes ~~(t)~~(ac) and ~~(u)~~(ad) to the consolidated schedule of investments as of December 31, ~~2016~~2021 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,~~2022, the Company had ~~twenty~~ unfunded debt investments with aggregate unfunded commitments of ~~$176,450, one~~$1,042.4, unfunded ~~commitment~~equity/other commitments of $362.8 and unfunded commitments of $560.2 to ~~purchase up to $295 in shares of preferred stock of Altus Power America Holdings, LLC and one unfunded commitment to purchase up to $16 in shares of common stock of Chisholm Oil and Gas,~~Credit Opportunities Partners JV, LLC. As of December 31, ~~2016,~~2021, the Company had ~~seventeen~~ unfunded debt investments with aggregate unfunded commitments of ~~$186,233~~$1,724.1, unfunded equity commitments of $576.9 and ~~one~~ unfunded ~~commitment~~commitments of $350.2 to ~~purchase up to $362 in shares of preferred stock of Altus Power America Holdings,~~Credit Opportunities Partners JV, 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~~2022 and the Company’s audited consolidated schedule of investments as of December 31, ~~2016.~~

2021.

~~FS Investment Corporation~~

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

~~(in thousands, 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~~2022 and December 31, ~~2016:~~

   September 30, 2017
(Unaudited) December 31, 2016
Industry Classification
   Fair
Value    Percentage of
Portfolio Fair
Value    Percentage of
Portfolio
Automobiles & Components
   $ 14,460       0 %   $ 27,525       1 %
Capital Goods
   1,026,676    26 % 708,946    19 %
Commercial & Professional Services
   553,163    14 % 514,682    14 %
Consumer Durables & Apparel
   176,156    5 % 198,752    5 %
Consumer Services
   292,506    8 % 343,211    9 %
Diversified Financials
   210,229    6 % 184,355    5 %
Energy
   262,235    7 % 432,047    12 %
Food, Beverage & Tobacco
   69,682    2 % —    —
Health Care Equipment & Services
   209,352    5 % 199,064    5 %
Materials
   320,023    8 % 263,849    7 %
Media
   131,319    3 % 113,455    3 %
Retailing
   150,624    4 % 110,262    3 %
Semiconductors & Semiconductor Equipment
   6,288    0 % 5,328    0 %
Software & Services
   199,314    5 % 265,501    7 %
Technology Hardware & Equipment
   36,000    1 % 108,500    3 %
Telecommunication Services
   161,667    4 % 161,544    4 %
Transportation
   91,705    2 % 89,795    3 %






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

2021:

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)


	September 30, 2022
	(Unaudited)				December 31, 2021
Industry Classification	Fair Value		Percentage of Portfolio		Fair Value		Percentage of Portfolio
Automobiles & Components	$	36	0.2	%	$	89	0.5	%
Banks	—		—		15		0.1	%
Capital Goods	2,224		14.1	%	2,281		14.2	%
Commercial & Professional Services	1,673		10.6	%	1,615		10.0	%
Consumer Durables & Apparel	290		1.8	%	551		3.4	%
Consumer Services	200		1.3	%	393		2.4	%
Credit Opportunities Partners JV, LLC	1,466		9.3	%	1,396		8.7	%
Diversified Financials	634		4.0	%	672		4.2	%
Energy	288		1.8	%	241		1.5	%
Food & Staples Retailing	268		1.7	%	296		1.8	%
Food, Beverage & Tobacco	189		1.2	%	256		1.6	%
Health Care Equipment & Services	1,976		12.5	%	1,613		10.0	%
Household & Personal Products	246		1.6	%	227		1.4	%
Insurance	950		6.0	%	898		5.6	%
Materials	190		1.2	%	211		1.3	%
Media & Entertainment	627		4.0	%	720		4.5	%
Pharmaceuticals, Biotechnology & Life Sciences	202		1.3	%	235		1.5	%
Real Estate	818		5.2	%	876		5.4	%
Retailing	287		1.8	%	288		1.8	%

Software & Services	2,847		18.0	%	2,698		16.8	%
Technology Hardware & Equipment	5		0.0	%	42		0.3	%
Telecommunication Services	79		0.5	%	128		0.8	%
Transportation	297		1.9	%	360		2.2	%

Total	$	15,792	100.0	%	$	16,101	100.0	%

Credit Opportunities Partners JV, LLC

Credit Opportunities Partners JV, LLC (formerly known as Strategic Credit Opportunities Partners, LLC), or COPJV, is a joint venture between the Company and South Carolina Retirement Systems Group Trust, or SCRS. SCRS purchased its interests in COPJV 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 COPJV other than an increase in the aggregate capital commitment (but not the percentage of the aggregate capital committed by each member) to COPJV. Effective as of June 18, 2021, Credit Opportunities Partners, LLC, or COP, merged with and into COPJV, with COPJV surviving the merger, or the COPJV Merger. As of June 18, 2021, COPJV assumed all of COP's obligations under its credit facilities, and COP's wholly-owned special purpose financing subsidiaries became wholly-owned special purpose financing subsidiaries of COPJV, in each case, as a result of the consummation of the COPJV Merger. COPJV’s second amended and restated limited liability company agreement, or the COPJV Agreement, requires the Company and SCRS to provide capital to COPJV of up to $2,440 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 COPJV Agreement, the Company and SCRS each have 50% voting control of COPJV and are required to agree on all investment decisions as well as certain other significant actions for COPJV. COPJV 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 COPJV, the Company performs certain day-to-day management responsibilities on behalf of COPJV and is entitled to a fee of 0.25% of COPJV's assets under administration, calculated and payable quarterly in arrears. As of June 28, 2022, the Company and SCRS increased their commitment by $440, of which $385 was committed by the Company. As of September 30, 2022, the Company and SCRS have funded approximately $1,799.8 to COPJV, of which $1,574.8 was from the Company.

COPJV was in compliance with all covenants required by its financing arrangements as of September 30, 2022 and December 31, 2021.

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)

During the nine months ended September 30, 2022, the Company sold investments with a cost of $943.5 for proceeds of $941.2 to COPJV and recognized a net realized gain (loss) of $(2.3) in connection with the transactions. As of September 30, 2022, $398.2 of these sales to COPJV are included in receivable for investments sold in the consolidated statements of assets and liabilities.

As of September 30, 2022 and December 31, 2021, COPJV had total investments with a fair value of $3,624.5 and $3,260.0, respectively. As of September 30, 2022 and December 31, 2021, COPJV had one and zero investments on non-accrual status, respectively.

Below is a summary of COPJV’s portfolio, followed by a listing of the individual loans in COPJV’s portfolio as of September 30, 2022 and December 31, 2021:



	As of
	September 30, 2022 (Unaudited)			December 31, 2021
Total debt investments(1)	$	3,455.9		$	2,954.2
Weighted average annual yield on accruing debt investments(2)	10.0		%	8.1		%
Number of portfolio companies in COPJV	125			95
Largest investment in a single portfolio company(1)	$	131.9		$	131.5
Unfunded commitments(1)	$	2.8		$	1.9

____________

(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)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. Stated annual interest rate for floating rate Debt Investments assumes the greater of (a) the respective base rate in effect as of September 30, 2022, and (b) the stated base rate floor. The base rate utilized in this calculation may not be indicative of the base rates for specific contracts as of September 30, 2022.

Credit Opportunities Partners JV, LLC Portfolio

As of September 30, 2022 (in millions)

(Unaudited)


Company(a)	Footnotes	Industry	Interest Rate(b)	Base Rate Floor	Maturity Date	No. Shares/Principal Amount(c)		Cost		Fair Value(d)
Senior Secured Loans—First Lien—151.0%
48Forty Solutions LLC	(e)(o)	Commercial & Professional Services	SF+550	1.0%	11/30/2026	$	19.4	$	19.2	$	19.0
Accuride Corp	(i)(j)	Capital Goods	L+525	1.0%	11/17/2023	20.8		20.3		18.1
Advania Sverige AB	(e)(o)	Software & Services	SR+610, 0.0% PIK (3.3% Max PIK)	0.0%	4/28/2028	SEK	588.0	66.6		51.3
Advania Sverige AB	(e)(o)	Software & Services	R+610, 0.0% PIK (3.3% Max PIK)	0.0%	4/28/2028	ISK	1,644.9	12.8		11.1
Affordable Care Inc	(e)(h)(i)(o)	Health Care Equipment & Services	L+550, 0.0% PIK (1.3% Max PIK)	0.8%	8/2/2028	$	76.3	76.0		75.6
Alacrity Solutions Group LLC	(e)(j)(o)	Insurance	L+525	0.8%	12/22/2028	40.6		39.9		39.6
Alera Group Intermediate Holdings Inc	(e)(k)(o)	Insurance	SF+600	0.8%	10/2/2028	32.3		31.9		31.1
Alstom SA	(k)	Transportation	L+550, 2.5% PIK (2.5% Max PIK)	1.0%	8/29/2023	6.2		5.7		3.5
American Airlines Group Inc		Transportation	L+175	0.0%	6/27/2025	2.5		2.3		2.3
American Vision Partners	(e)(o)	Health Care Equipment & Services	L+575	0.8%	9/30/2027	19.6		19.4		19.1
Ammeraal Beltech Holding BV	(h)(k)	Capital Goods	E+375	0.0%	7/30/2025	€	4.8	4.8		4.1
Apex Group Limited	(h)	Diversified Financials	L+375	0.5%	7/27/2028	$	4.2	4.2		4.0
Apex Group Limited	(h)	Diversified Financials	E+400	0.0%	7/27/2028	€	1.6	1.9		1.5
Arcfield Acquisition Corp	(e)(o)	Capital Goods	L+575	0.8%	3/10/2028	$	8.1	8.0		7.9

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(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(d)
Arcos LLC/VA	(e)(h)(j)	Software & Services	L+575	1.0%	3/31/2028	$	22.3	$	22.1	$	21.2
Ardonagh Group Ltd	(e)(i)	Insurance	SA+700	0.8%	7/14/2026	£	3.8	4.7		4.2
Ardonagh Group Ltd	(e)(i)	Insurance	E+700	1.0%	7/14/2026	€	0.5	0.5		0.5
Ardonagh Group Ltd	(e)(j)(k)(o)	Insurance	L+575	0.8%	7/14/2026	$	54.8	54.2		52.8
Arrotex Australia Group Pty Ltd	(e)(j)(k)(o)	Pharmaceuticals, Biotechnology & Life Sciences	B+525	1.0%	7/10/2024	A$	109.4	73.9		70.1
Arrotex Australia Group Pty Ltd	(e)(j)(k)(o)	Pharmaceuticals, Biotechnology & Life Sciences	B+525	1.0%	7/10/2024	8.0		5.7		5.1
athenahealth Inc	(k)	Health Care Equipment & Services	SF+350	0.5%	2/15/2029	$	6.8	6.2		6.1
athenahealth Inc	(k)	Health Care Equipment & Services	SF+350	0.5%	2/15/2029	1.2		1.1		1.0
Barbri Inc	(e)(h)(i)	Consumer Services	L+575	0.8%	4/28/2028	47.4		47.4		47.4
BearCom Acquisition Corp	(e)(j)	Technology Hardware & Equipment	L+650	1.0%	7/5/2024	2.2		2.2		2.1
BearCom Acquisition Corp	(e)(j)	Technology Hardware & Equipment	C+550	1.0%	7/5/2024	C$	14.3	10.6		10.1
BearCom Acquisition Corp	(e)(f)	Technology Hardware & Equipment	C+550	1.0%	1/5/2024	1.3		1.0		0.9
Belk Inc		Retailing	L+750	1.0%	7/31/2025	$	0.6	0.6		0.6
Belk Inc	(g)(p)	Retailing	5.0%, 8.0% PIK (8.0 Max PIK)		7/31/2025	3.0		1.7		0.6
BGB Group LLC	(e)(h)(i)(o)	Media & Entertainment	L+575	1.0%	8/16/2027	54.5		54.1		53.7
Big Bus Tours Ltd	(e)(j)	Consumer Services	L+850 PIK (L+850 Max PIK)	1.0%	3/15/2024	17.6		17.6		14.4
Big Bus Tours Ltd	(e)(j)	Consumer Services	E+850 PIK (E+850 Max PIK)	1.0%	3/15/2024	€	12.4	13.8		9.9
Bugaboo International BV	(e)(h)(i)	Consumer Durables & Apparel	E+700, 0.0% PIK (7.8% Max PIK)	0.0%	3/20/2025	30.1		35.5		29.4
Bugaboo International BV	(e)(h)	Consumer Durables & Apparel	E+700, 0.0% PIK (7.8% Max PIK)	0.0%	3/20/2025	4.9		5.4		4.8
Cision Ltd		Software & Services	L+375	0.0%	1/29/2027	$	3.8	3.4		3.1
ClubCorp Club Operations Inc	(j)(k)	Consumer Services	L+275	0.0%	9/18/2024	32.0		29.9		29.6
Creation Technologies Inc		Technology Hardware & Equipment	L+550	0.5%	10/5/2028	2.3		2.1		1.9
CSafe Global	(e)(h)(i)(k)	Capital Goods	L+625	0.8%	12/23/2027	59.5		59.4		59.5
CSafe Global	(e)(h)	Capital Goods	L+625	0.8%	8/13/2028	17.3		17.3		17.3
Cubic Corp	(i)	Software & Services	L+425	0.8%	5/25/2028	9.1		9.1		8.0
EIF Van Hook Holdings LLC	(i)(k)	Energy	SF+525	0.0%	9/5/2024	7.7		7.4		7.4
Emerald Expositions Holding Inc		Media & Entertainment	L+275	0.0%	5/22/2024	1.7		1.6		1.7
Encora Digital Inc	(e)(o)	Software & Services	L+550, 0.0% PIK (2.4% Max PIK)	0.8%	12/13/2028	16.3		15.9		15.5
Envirotainer Ltd	(e)(k)	Transportation	E+600, 0.0% PIK (3.0% Max PIK)	0.0%	7/29/2029	€	14.9	13.9		14.3
Envirotainer Ltd	(e)(k)	Transportation	SF+600, 0.0% PIK (3.0% Max PIK)	0.8%	7/29/2029	$	7.6	7.4		7.4
Excelitas Technologies Corp	(e)(j)(k)	Technology Hardware & Equipment	SF+575	0.8%	8/12/2029	24.5		23.5		24.3
Follett Software Co	(e)(h)(i)	Software & Services	L+575	0.8%	8/31/2028	37.6		37.3		36.8
Frontline Technologies Group LLC	(e)(i)(o)	Software & Services	L+575	1.0%	9/18/2023	35.8		35.8		35.8
Galaxy Universal LLC	(e)(h)	Consumer Durables & Apparel	SF+500	1.0%	11/12/2026	8.8		8.8		8.8
Galway Partners Holdings LLC	(e)(k)(o)	Insurance	L+525, 0.0% PIK (1.3% Max PIK)	0.8%	9/29/2028	37.0		36.2		36.4
General Datatech LP	(e)(j)	Software & Services	L+625	1.0%	6/18/2027	18.4		17.8		17.4
Greystone Equity Member Corp	(e)	Diversified Financials	L+725	3.8%	4/1/2026	30.2		30.0		29.3
HealthChannels LLC	(j)	Health Care Equipment & Services	L+450	0.0%	4/3/2025	15.5		15.4		13.1
Hermes UK Ltd	(e)(k)	Transportation	SA+650	0.0%	11/30/2027	£	14.7	19.5		15.3
Higginbotham Insurance Agency Inc	(e)(h)(i)	Insurance	L+525	0.8%	11/25/2026	$	37.7	38.1		37.8
Industria Chimica Emiliana Srl	(e)(j)(k)(o)	Pharmaceuticals, Biotechnology & Life Sciences	E+725	0.0%	9/27/2026	€	113.9	125.3		109.9

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(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(d)
Insight Global LLC	(e)(h)(i)(o)	Commercial & Professional Services	L+600	0.8%	9/22/2028	$	63.9	$	63.1	$	62.9
KBP Investments LLC	(e)(h)(i)	Food & Staples Retailing	L+550	0.8%	5/26/2027	23.6		23.5		22.3
Kellermeyer Bergensons Services LLC	(e)(i)(j)	Commercial & Professional Services	L+600	1.0%	11/7/2026	29.2		28.1		27.9
Kettle Cuisine LLC	(j)	Food, Beverage & Tobacco	L+375	1.0%	8/25/2025	16.3		16.3		15.2
Lakefield Veterinary Group	(e)(o)	Health Care Equipment & Services	L+550	0.8%	11/23/2028	27.1		26.8		26.4
Lakeview Farms Inc	(e)(j)	Food, Beverage & Tobacco	L+625	1.0%	6/10/2027	15.6		15.5		14.9
Lexitas Inc	(e)(h)	Commercial & Professional Services	SF+625	1.0%	5/18/2029	18.5		18.5		18.2
Lionbridge Technologies Inc	(e)(i)(j)	Media & Entertainment	SF+700	1.0%	12/29/2025	27.2		26.7		27.4
Lipari Foods LLC	(e)(k)	Food & Staples Retailing	SF+575	1.0%	1/6/2025	42.8		42.8		42.8
Lipari Foods LLC	(e)(k)	Food & Staples Retailing	SF+575	1.0%	1/6/2025	21.7		21.7		21.7
Lrqa Ltd	(e)(i)(o)	Consumer Services	E+600, 0.0% PIK (6.3% Max PIK)	0.0%	12/2/2028	€	44.3	48.7		42.4
MB2 Dental Solutions LLC	(e)(i)	Health Care Equipment & Services	SF+600	1.0%	1/29/2027	$	12.0	11.8		11.8
Med-Metrix	(e)(o)	Software & Services	L+600	1.0%	9/15/2027	11.9		11.9		11.9
Misys Ltd		Software & Services	L+350	1.0%	6/13/2024	2.3		2.1		2.0
Monitronics International Inc	(h)(i)(k)	Commercial & Professional Services	L+600	1.5%	7/3/2024	35.5		33.5		34.2
Motion Recruitment Partners LLC	(e)(h)(j)	Commercial & Professional Services	L+650	1.0%	12/22/2025	24.8		24.6		24.8
New Era Technology Inc	(e)(h)(j)(k)	Software & Services	L+625	1.0%	10/31/2026	34.4		33.9		33.8
Novotech Pty Ltd	(e)(k)(o)	Health Care Equipment & Services	SF+525	0.5%	1/13/2028	24.4		23.9		23.9
Novotech Pty Ltd	(e)(k)(o)	Health Care Equipment & Services	B+525	0.5%	1/13/2028	A$	33.7	24.8		21.0
One Call Care Management Inc	(h)	Health Care Equipment & Services	L+550	0.8%	4/22/2027	$	4.9	5.0		3.7
Ontic Engineering & Manufacturing Inc	(h)	Capital Goods	L+400	0.0%	10/30/2026	2.1		1.9		2.1
Pantherx Specialty LLC	(e)(j)	Pharmaceuticals, Biotechnology & Life Sciences	SF+550	0.5%	7/16/2029	15.9		14.8		14.9
Parts Town LLC	(e)(h)(k)(o)	Retailing	L+550	0.8%	11/1/2028	49.6		48.5		48.0
Peraton Corp	(j)	Capital Goods	L+375	0.8%	2/1/2028	8.8		8.4		8.4
Plaskolite, LLC		Materials	L+400	0.8%	12/15/2025	1.1		1.1		1.0
Precision Global Corp	(e)(j)	Materials	L+475	1.0%	8/3/2024	8.9		8.7		8.8
Premium Credit Ltd	(e)(h)(i)(k)	Diversified Financials	SA+650	0.0%	1/16/2026	£	49.4	64.1		55.0
Pretium Packaging LLC	(j)	Household & Personal Products	L+400	0.5%	10/2/2028	$	1.6	1.6		1.5
Project Marron	(e)(h)(j)(k)	Consumer Services	B+625	0.5%	7/2/2025	A$	81.8	56.3		50.4
Project Marron	(e)(i)(j)	Consumer Services	C+625	0.5%	7/2/2025	C$	52.5	40.0		36.4
Pure Fishing Inc	(i)	Consumer Durables & Apparel	L+450	0.0%	12/22/2025	$	9.8	9.7		8.2
Qdoba Restaurant Corp	(h)(k)	Consumer Services	L+700	1.0%	3/21/2025	3.5		3.3		3.4
Reliant Rehab Hospital Cincinnati LLC	(e)(j)(o)	Health Care Equipment & Services	L+625	0.0%	2/28/2026	33.8		32.8		28.4
Revere Superior Holdings Inc	(e)(k)	Software & Services	L+575	1.0%	9/30/2026	19.6		19.6		19.6
Rise Baking Company	(e)(k)	Food, Beverage & Tobacco	L+650	1.0%	8/13/2027	1.4		1.3		1.3
Rise Baking Company	(e)(j)(k)	Food, Beverage & Tobacco	L+650	1.0%	8/13/2027	30.5		29.9		28.4
Rise Baking Company	(e)(f)	Food, Beverage & Tobacco	L+650	1.0%	8/13/2027	0.6		0.6		0.5
RSC Insurance Brokerage Inc	(e)(k)	Insurance	SF+550	0.8%	10/30/2026	18.9		18.8		18.7
Sabre Inc		Software & Services	L+200	0.0%	2/22/2024	2.1		2.1		2.1
Safe-Guard Products International LLC	(e)(i)(j)(k)	Diversified Financials	L+500	0.5%	1/27/2027	71.7		72.1		71.7
SAMBA Safety Inc	(e)(h)(j)	Software & Services	L+525	1.0%	9/1/2027	27.2		26.9		26.9
SavATree LLC	(e)(j)(k)	Consumer Services	L+550	0.8%	10/12/2028	39.7		39.4		39.2
Sequa Corp	(h)(j)(k)	Capital Goods	L+675, 0.0% PIK (1.0% Max PIK)	1.0%	11/28/2023	23.4		22.9		23.4
SI Group Inc		Materials	SF+475	0.0%	10/15/2025	1.5		1.5		1.3
SIRVA Worldwide Inc	(i)	Commercial & Professional Services	L+550	0.0%	8/4/2025	6.9		6.6		6.3
SitusAMC Holdings Corp	(e)(j)(o)	Real Estate	L+575	0.8%	12/22/2027	39.6		38.7		38.3

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(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(d)
Sorenson Communications LLC	(j)	Telecommunication Services	L+550	0.8%	3/17/2026	$	20.6	$	19.9	$	19.8
Staples Canada	(e)(h)(i)(j)(k)	Retailing	C+700	1.0%	9/12/2024	C$	77.4	59.5		57.3
Summit Interconnect Inc	(e)(o)	Capital Goods	SF+600	1.0%	9/22/2028	$	19.6	19.3		18.7
Time Manufacturing Co	(e)(h)(i)	Capital Goods	E+650	0.8%	12/1/2027	€	29.3	32.5		27.2
Total Safety US Inc	(h)(i)	Capital Goods	L+600	1.0%	8/18/2025	$	11.3	10.1		10.9
Transaction Services Group Ltd	(e)(j)(k)(n)(o)	Software & Services	B+650	0.0%	10/15/2026	A$	124.1	85.2		79.1
Unifrax I LLC / Unifrax Holding Co		Capital Goods	L+375	0.0%	12/12/2025	$	2.8	2.7		2.6
Varsity Brands Inc		Consumer Durables & Apparel	L+350	1.0%	12/16/2024	4.0		3.8		3.7
West Corp	(i)	Software & Services	L+400	1.0%	10/10/2024	12.1		12.0		10.5
West Corp	(i)	Software & Services	L+350	1.0%	10/10/2024	2.5		2.5		2.1
Woolpert Inc	(e)(h)(i)(j)	Capital Goods	L+600	1.0%	4/5/2028	53.1		52.7		51.2
Worldwise Inc	(e)(h)(i)(j)(k)(o)	Household & Personal Products	SF+625	1.0%	3/29/2028	64.8		61.8		61.5
Yak Access LLC	(n)	Capital Goods	L+500	0.0%	7/11/2025	0.8		0.6		0.5




Total Senior Secured Loans—First Lien								2,663.8		2,532.2
Unfunded Loan Commitments								(2.8)		(2.8)
Net Senior Secured Loans—First Lien								2,661.0		2,529.4

Senior Secured Loans—Second Lien—23.4%
Access CIG LLC	(h)(i)	Commercial & Professional Services	L+775	0.0%	2/27/2026	2.5		2.3		2.4
Ammeraal Beltech Holding BV	(e)(h)(k)(o)	Capital Goods	L+775	0.0%	9/12/2026	42.8		42.0		42.0
Apex Group Limited	(e)(h)(i)(o)	Diversified Financials	L+675	0.5%	7/27/2029	40.0		39.7		38.8
Cubic Corp	(e)(k)	Software & Services	L+763	0.8%	5/25/2029	10.0		9.7		9.2
EaglePicher Technologies LLC	(h)	Capital Goods	L+725	0.0%	3/8/2026	0.4		0.4		0.3
Element Materials Technology Group US Holdings Inc	(e)(h)(i)	Commercial & Professional Services	SA+725	0.5%	6/24/2030	£	16.0	17.1		17.2
Misys Ltd	(h)(i)(k)(o)	Software & Services	L+725	1.0%	6/13/2025	$	46.6	44.6		38.4
NEP Broadcasting LLC	(i)	Media & Entertainment	L+700	0.0%	10/19/2026	6.8		6.7		6.3
OEConnection LLC	(e)(h)(i)(j)	Software & Services	L+700	0.5%	9/25/2027	50.0		50.0		48.5
Paradigm Acquisition Corp	(h)(k)	Health Care Equipment & Services	L+750	0.0%	10/26/2026	2.5		2.5		2.5
Peraton Corp	(e)(h)(i)	Capital Goods	L+775	0.8%	2/1/2029	21.5		21.3		21.3
Pretium Packaging LLC	(e)(h)(i)(j)	Household & Personal Products	L+675	0.5%	10/1/2029	39.9		39.7		36.2
Pure Fishing Inc	(e)(h)	Consumer Durables & Apparel	L+838	1.0%	12/21/2026	26.5		24.1		22.9
SIRVA Worldwide Inc	(i)(j)	Commercial & Professional Services	L+950	0.0%	8/3/2026	10.3		8.7		9.0
Valeo Foods Group Ltd	(e)(h)	Food, Beverage & Tobacco	SA+800	0.0%	9/28/2029	£	9.3	11.8		9.7
Wittur Holding GmbH	(e)(j)(k)(n)	Capital Goods	E+850, 0.5% PIK (0.5% Max PIK)	0.0%	9/23/2027	€	120.8	131.9		88.5





Total Senior Secured Loans—Second Lien								452.5		393.2



Other Senior Secured Debt—1.3%
One Call Care Management Inc	(e)	Health Care Equipment & Services	8.5% PIK (8.5% Max PIK)		11/1/2028	$	24.5	24.0		21.2
Total Other Senior Secured Debt								24.0		21.2

Subordinated Debt—0.2%
athenahealth Inc		Health Care Equipment & Services	6.5%		2/15/2030	5.5		4.8		4.4
Total Subordinated Debt								4.8		4.4

Asset Based Finance—30.0%
Abacus JV, Private Equity	(e)	Insurance				31,400,804		32.2		33.4

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(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(d)
Altavair AirFinance, Private Equity	(e)	Capital Goods				36,500,000		$	43.0	$	41.5
Connecticut Avenue Securities Trust 2022-R08, Structured Mezzanine		Real Estate	SF+560	0.0%	7/25/2042	$	2.3	2.3		2.2
GA Capital Specialty Lending Fund, Limited Partnership Interest	(e)(n)	Diversified Financials				$	1.0	—		4.8
Global Lending Services LLC, Private Equity	(e)(n)	Diversified Financials				2,577,072		2.6		2.7
Global Lending Services LLC, Private Equity	(e)	Diversified Financials				19,329,296		25.4		20.3
KKR Chord IP Aggregator LP, Partnership Interest	(e)	Media & Entertainment				19,625,000		22.9		21.6
KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest	(e)(n)(p)	Capital Goods				19,642,734		24.4		16.3
Lenovo Group Ltd, Structured Mezzanine	(e)	Technology Hardware & Equipment	SF+1,075	1.0%	9/30/2024	$	4.7	4.7		4.7
Lenovo Group Ltd, Structured Mezzanine	(e)	Technology Hardware & Equipment	E+1,075	1.0%	9/30/2024	€	3.6	3.6		3.5
Lenovo Group Ltd, Structured Mezzanine	(e)	Technology Hardware & Equipment	E+675	1.0%	9/30/2024	€	5.0	5.0		4.9
Lenovo Group Ltd, Structured Mezzanine	(e)	Technology Hardware & Equipment	SA+675	1.0%	9/30/2024	£	1.1	1.3		1.3
Lenovo Group Ltd, Structured Mezzanine	(e)	Technology Hardware & Equipment	SF+675	1.0%	9/30/2024	$	6.5	6.5		6.5
Lenovo Group Ltd, Structured Mezzanine	(e)	Technology Hardware & Equipment	SA+1,075	1.0%	9/30/2024	£	0.8	0.9		0.9
Luxembourg Life Fund - Absolute Return Fund I, 1L Term Loan	(e)(h)(n)	Insurance	L+750	1.5%	2/27/2025	$	21.4	21.4		21.3
Luxembourg Life Fund - Absolute Return Fund III, Term Loan	(e)(h)(k)(n)	Insurance	L+925	0.0%	5/27/2026	$	56.6	56.2		57.6
Luxembourg Life Fund - Long Term Growth Fund, Term Loan	(e)(h)(i)(k)(n)	Insurance	L+925	0.0%	4/1/2023	$	90.1	89.9		91.0
My Community Homes PropCo 2, Private Equity	(e)(p)	Real Estate				35,000,000		35.0		35.0
NewStar Clarendon 2014-1A Class D	(e)(k)(n)	Diversified Financials	18.2%		1/25/2027	$	30.0	9.3		12.6
Pretium Partners LLC P1, Structured Mezzanine	(e)(h)(i)	Real Estate	2.8%, 5.3% PIK (5.3% Max PIK)		10/22/2026	$	29.4	28.5		29.2
Pretium Partners LLC P2, Private Equity	(e)	Real Estate				16,772,368		16.2		14.4
Roemanu LLC (FKA Toorak Capital Partners LLC), Private Equity	(e)	Real Estate				40,000,000		50.2		47.1
Sealane Trade Finance	(e)(m)(p)	Banks				1,254,327		1.3		0.5
SG Residential Mortgage Trust 2022-2, Structured Mezzanine		Real Estate	5.4%		9/25/2067	$	4.6	3.8		3.7
Star Mountain Strategic Credit Income Fund IV LP, Private Equity	(e)	Diversified Financials				25,000,000		25.0		25.3







Total Asset Based Finance								511.6		502.3



Equity/Other—10.4%
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock	(e)(l)(p)	Energy				13,556		3.6		3.7
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim	(e)(l)(p)	Energy				115,178,571		30.5		31.2
athenahealth Inc, Preferred Stock	(e)	Health Care Equipment & Services	10.8% PIK (10.8% Max PIK)			50,000		47.5		42.8

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(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(d)
Belk Inc, Common Stock	(e)(p)	Retailing				381	$	—	$	—
Misys Ltd, Preferred Stock	(e)	Software & Services	L+1,025 PIK (L+1,025 Max PIK)	0.0%		24,436,083	24.0		21.7
One Call Care Management Inc, Common Stock	(e)(p)	Health Care Equipment & Services				34,873	2.2		2.1
One Call Care Management Inc, Preferred Stock A	(e)(p)	Health Care Equipment & Services				371,993	23.7		22.5
One Call Care Management Inc, Preferred Stock B	(e)	Health Care Equipment & Services	9.0% PIK (9.0% Max PIK)		10/25/2029	7,672,346	8.7		7.7
Pure Gym Ltd, Private Equity	(e)(p)	Consumer Services				30,218,000	39.4		35.2
Zeta Interactive Holdings Corp, Common Stock	(k)(p)	Software & Services				1,080,789	9.2		7.1

Total Equity/Other							188.8		174.0
TOTAL INVESTMENTS—216.3%							$	3,842.7	$	3,624.5

Derivative Instruments—3.1%
Foreign currency forward contracts									$	52.2

____________

(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, 2022, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 3.75%, the Euro Interbank Offered Rate, or EURIBOR, was 1.17%, Canadian Dollar Offer Rate, or CDOR was 4.20%, the Australian Bank Bill Swap Bid Rate, or BBSY, or “B”, was 3.11%, the Reykjavik Interbank Offered Rate, or REIBOR or "R", was 6.30%, the Stockholm Interbank Offered Rate, or STIBOR or "SR", was 1.73%, the Sterling Overnight Index Average, or SONIA, was 2.19%, the Secured Overnight Financing Rate, or SOFR, was 3.59% and the U.S. Prime Lending Rate, or Prime, was 6.25%. PIK means paid-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 is determined in accordance with the Company's valuation process.

(e)Investments classified as Level 3.

(f)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.

(g)Asset is on non-accrual status.

(h)Security or portion thereof held within Big Cedar Creek LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with BNP Paribas.

(i)Security or portion thereof held within Boxwood Drive Funding and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with BNP Paribas.

(j)Security or portion thereof held within Chestnut Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Citibank.

(k)Security or portion thereof held within Green Creek LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Goldman Sachs Bank.

(l)Security or portion thereof held within IC II American Energy Investment, Inc., a wholly-owned subsidiary of the company.

(m)Security or portion thereof held within JCF Cayman Ltd and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Goldman Sachs Bank.

(n)Security or portion thereof held within Jersey City Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Goldman Sachs Bank.

(o)Security or portion thereof held within Magnolia Funding LLC.

(p)Security is non-income producing.

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)

Credit Opportunities Partners JV, LLC Portfolio

As of December 31, 2021 (in millions)


Company(a)	Footnotes	Industry	Interest Rate(b)	Base Rate Floor	Maturity Date	No. Shares/Principal Amount(c)		Cost		Fair Value(d)
Senior Secured Loans—First Lien—135.2%
ABB CONCISE Optical Group LLC	(j)(k)	Retailing	L+500	1.0%	6/15/23	$	16.2	$	14.5	$	15.7
Accuride Corp	(i)(j)	Capital Goods	L+525	1.0%	11/17/23	21.0		20.3		20.3
Advania Sverige AB	(e)	Software & Services	SR+610, 0.0% PIK (3.3% Max PIK)	0.0%	4/28/28	SEK	588.0	66.4		64.3
Advania Sverige AB	(e)	Software & Services	R+610, 0.0% PIK (3.3% Max PIK)	0.0%	4/28/28	ISK	1,644.9	12.8		12.5
Affordable Care Inc	(e)(h)(i)	Health Care Equipment & Services	L+550, 0.0% PIK (1.3% Max PIK)	0.8%	8/2/28	$	55.9	55.6		55.6
Alera Group Intermediate Holdings Inc	(e)(k)	Insurance	L+550	0.8%	10/2/28	20.2		20.0		20.0
Alstom SA	(k)	Transportation	L+550, 2.5% PIK (2.5% Max PIK)	1.0%	8/29/23	6.1		5.3		5.0
Ammeraal Beltech Holding BV	(h)(k)	Capital Goods	E+350	0.0%	7/30/25	€	4.8	4.7		5.4
Apex Group Limited	(h)	Diversified Financials	L+375	0.5%	7/27/28	$	4.2	4.2		4.2
Apex Group Limited	(h)	Diversified Financials	E+400	0.0%	7/27/28	€	1.6	1.9		1.8
Arcos LLC/VA	(e)(h)(j)	Software & Services	L+575	1.0%	3/31/28	$	22.4	22.2		22.3
Ardonagh Group Ltd	(e)(i)	Insurance	L+675	0.8%	7/14/26	£	3.8	4.7		5.2
Ardonagh Group Ltd	(e)(i)	Insurance	E+675	1.0%	7/14/26	€	0.5	0.5		0.6
Ardonagh Group Ltd	(e)(j)(k)	Insurance	L+550	0.8%	7/14/26	$	40.7	40.3		40.3
Arrotex Australia Group Pty Ltd	(e)(j)(k)(n)	Pharmaceuticals, Biotechnology & Life Sciences	B+525	1.0%	7/10/24	A$	109.4	73.6		79.7
Arrotex Australia Group Pty Ltd	(e)(j)(k)(n)	Pharmaceuticals, Biotechnology & Life Sciences	B+525	1.0%	7/10/24	8.0		5.7		5.8
Barbri Inc	(e)(h)(i)	Consumer Services	L+575	0.8%	4/28/28	$	47.7	47.7		47.7
BearCom Acquisition Corp	(e)(j)	Technology Hardware & Equipment	L+600	1.0%	7/5/24	2.2		2.2		2.1
BearCom Acquisition Corp	(e)(j)	Technology Hardware & Equipment	C+550	1.0%	7/5/24	C$	14.4	10.5		11.0
BearCom Acquisition Corp	(e)(f)	Technology Hardware & Equipment	C+550	1.0%	1/5/24	1.3		1.0		1.0
Belk Inc		Retailing	L+750	1.0%	7/31/25	$	0.6	0.6		0.6
Belk Inc		Retailing	5.0%, 8.0% PIK (8.0% Max PIK)		7/31/25	2.9		1.5		2.1
BGB Group LLC	(e)(h)(i)	Media & Entertainment	L+575	1.0%	8/16/27	48.5		48.2		48.3
Big Bus Tours Ltd	(e)(j)	Consumer Services	L+850 PIK (L+850 Max PIK)	1.0%	3/15/24	16.4		16.4		10.3
Big Bus Tours Ltd	(e)(j)	Consumer Services	E+850 PIK (E+850 Max PIK)	1.0%	3/15/24	€	11.5	12.9		8.3
Bugaboo International BV	(e)(h)(i)(n)	Consumer Durables & Apparel	E+700, 0.0% PIK (7.8% Max PIK)	0.0%	3/20/25	35.0		40.8		39.8
Caprock Midstream LLC	(i)	Energy	L+475	0.0%	11/3/25	$	13.3	13.0		13.2
CSafe Global	(e)(h)(i)(k)	Capital Goods	L+625	0.8%	12/23/27	60.0		59.9		60.0
CSafe Global	(e)(h)	Capital Goods	L+625	0.8%	8/13/28	17.5		17.5		17.5
Cubic Corp	(i)	Software & Services	L+425	0.8%	5/25/28	9.2		9.2		9.2
Eagleclaw Midstream Ventures LLC	(k)	Energy	L+425	1.0%	6/24/24	11.1		10.6		11.1
EIF Van Hook Holdings LLC	(i)(k)	Energy	L+525	0.0%	9/5/24	8.1		7.8		7.8
Entertainment Benefits Group LLC	(e)(k)	Media & Entertainment	L+575, 2.5% PIK (2.5% Max PIK)	1.0%	9/30/25	2.6		2.6		2.5
Follett Software Co	(e)(h)(i)	Software & Services	L+575	0.8%	8/31/28	37.9		37.5		37.7
Frontline Technologies Group LLC	(e)(i)	Software & Services	L+525	1.0%	9/18/23	19.7		19.8		19.7
Galway Partners Holdings LLC	(e)(k)	Insurance	L+525, 0.0% PIK (1.3% Max PIK)	0.8%	9/29/28	20.3		20.0		20.0
General Datatech LP	(e)(j)	Software & Services	L+625	1.0%	6/18/27	10.2		10.0		10.0
Greystone Equity Member Corp	(e)	Diversified Financials	L+725	3.8%	4/1/26	30.2		30.0		29.9
HealthChannels LLC	(j)	Health Care Equipment & Services	L+450	0.0%	4/3/25	15.6		15.5		14.3
Hermes UK Ltd	(e)	Transportation	SA+650	0.0%	11/30/27	£	14.7	19.5		19.3

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(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(d)
Higginbotham Insurance Agency Inc	(e)(h)(i)	Insurance	L+550	0.8%	11/25/26	$	38.0	$	38.4	$	38.8
Industria Chimica Emiliana Srl	(e)(j)(k)(n)	Pharmaceuticals, Biotechnology & Life Sciences	E+725	0.0%	9/27/26	€	113.9	125.0		133.3
Insight Global LLC	(e)(h)(i)	Commercial & Professional Services	L+600	0.8%	9/22/28	$	37.9	37.5		37.4
KBP Investments LLC	(e)(h)(i)	Food & Staples Retailing	L+500	0.8%	5/26/27	23.7		23.6		23.5
Kellermeyer Bergensons Services LLC	(e)(i)(j)	Commercial & Professional Services	L+575	1.0%	11/7/26	29.5		28.1		29.6
Kettle Cuisine LLC	(j)	Food, Beverage & Tobacco	L+375	1.0%	8/25/25	16.4		16.4		15.6
Lakeview Farms Inc	(e)(j)	Food, Beverage & Tobacco	L+625	1.0%	6/10/27	15.7		15.6		15.6
Lexitas Inc	(e)(h)	Commercial & Professional Services	L+600	1.0%	11/14/25	8.0		7.9		8.1
Lexitas Inc	(e)(h)	Commercial & Professional Services	L+600	1.0%	11/14/25	10.7		10.7		10.8
Lionbridge Technologies Inc	(e)(i)(j)	Consumer Services	L+700	1.0%	12/29/25	28.3		27.7		28.9
Lipari Foods LLC	(e)(k)	Food & Staples Retailing	L+575	1.0%	1/6/25	65.3		65.2		65.4
Lloyd's Register Quality Assurance Ltd	(e)(i)(k)	Consumer Services	E+600, 0.0% PIK (6.3% Max PIK)	0.0%	12/2/28	€	44.3	48.6		48.9
Monitronics International Inc	(h)(i)(k)	Commercial & Professional Services	L+500	1.5%	7/3/24	$	35.5	32.9		35.6
Motion Recruitment Partners LLC	(e)(h)(j)	Commercial & Professional Services	L+650	1.0%	12/22/25	25.0		24.7		24.7
New Era Technology Inc	(e)(j)	Software & Services	L+625	1.0%	10/31/26	10.0		10.0		10.0
One Call Care Management Inc	(h)	Health Care Equipment & Services	L+550	0.8%	4/22/27	5.0		5.0		5.0
Ontic Engineering & Manufacturing Inc	(h)	Capital Goods	L+400	0.0%	10/30/26	2.1		1.9		2.1
Parata Systems	(e)(h)(i)	Health Care Equipment & Services	L+575	1.0%	6/30/27	57.9		57.7		58.0
Precision Global Corp	(e)(j)	Materials	L+475	1.0%	8/3/24	9.0		8.7		8.7
Premium Credit Ltd	(e)(h)(i)	Diversified Financials	L+650	0.0%	1/16/26	£	49.4	63.9		67.0
Pretium Packaging LLC	(j)	Household & Personal Products	L+400	0.5%	10/2/28	$	1.6	1.6		1.6
Project Marron	(e)(h)(j)	Consumer Services	B+625	0.0%	7/2/25	A$	63.6	43.9		43.6
Project Marron	(e)(i)(j)	Consumer Services	C+625	0.0%	7/2/25	C$	52.5	39.9		39.1
Project Marron	(e)(h)	Consumer Services	B+575	0.0%	7/2/25	A$	3.2	2.3		2.2
Pure Fishing Inc	(i)	Consumer Durables & Apparel	L+450	0.0%	12/22/25	$	9.9	9.8		9.6
Qdoba Restaurant Corp	(h)(k)	Consumer Services	L+700	1.0%	3/21/25	3.5		3.3		3.4
Reliant Rehab Hospital Cincinnati LLC	(e)(j)	Health Care Equipment & Services	L+625	0.0%	2/28/26	15.6		15.2		15.3
Revere Superior Holdings Inc	(e)(k)	Software & Services	L+575	1.0%	9/30/26	19.8		19.8		19.9
Rise Baking Company	(e)(k)	Food, Beverage & Tobacco	L+625	1.0%	8/13/27	1.0		1.0		1.0
Rise Baking Company	(e)(j)(k)	Food, Beverage & Tobacco	L+625	1.0%	8/13/27	30.7		30.0		30.1
Rise Baking Company	(e)(f)	Food, Beverage & Tobacco	L+625	1.0%	8/13/27	0.9		0.9		0.9
RSC Insurance Brokerage Inc	(e)(k)	Insurance	L+550	0.8%	10/30/26	19.0		19.0		19.2
Safe-Guard Products International LLC	(e)(i)(j)(k)	Diversified Financials	L+500	0.5%	1/27/27	75.5		76.0		75.5
SAMBA Safety Inc	(e)(h)(j)	Software & Services	L+575	1.0%	9/1/27	27.4		27.1		27.2
SavATree LLC	(e)(j)(k)	Consumer Services	L+550	0.8%	10/12/28	40.0		39.7		39.7
Sequa Corp	(h)(j)(k)	Capital Goods	L+675, 0.0% PIK (1.0% Max PIK)	1.0%	11/28/23	45.4		43.9		45.8
SIRVA Worldwide Inc	(i)	Commercial & Professional Services	L+550	0.0%	8/4/25	7.1		6.7		6.4
Staples Canada	(e)(h)(i)(j)(k)(n)	Retailing	C+700	1.0%	9/12/24	C$	87.0	67.1		70.8
Summit Interconnect Inc	(e)(j)	Capital Goods	L+600	1.0%	9/22/28	$	10.1	10.0		10.0
Time Manufacturing Co	(e)(h)(i)	Capital Goods	E+650	0.8%	12/1/27	€	29.5	32.7		32.9
Total Safety US Inc	(h)(i)	Capital Goods	L+600	1.0%	8/18/25	$	11.8	10.4		11.7
Transaction Services Group Ltd	(e)(j)(k)(n)	Software & Services	B+650	0.0%	10/15/26	A$	162.0	110.9		115.2
West Corp	(i)	Software & Services	L+400	1.0%	10/10/24	$	12.4	12.2		11.8
West Corp	(i)	Software & Services	L+350	1.0%	10/10/24	2.6		2.5		2.4
Woolpert Inc	(e)(h)(i)(j)	Capital Goods	L+600	1.0%	4/5/28	53.5		53.0		54.3
Yak Access LLC	(n)	Capital Goods	L+500	0.0%	7/11/25	0.8		0.6		0.7




Total Senior Secured Loans—First Lien								2,136.4		2,159.4

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(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(d)
Unfunded Loan Commitments								$	(1.9)	$	(1.9)
Net Senior Secured Loans—First Lien								2,134.5		2,157.5

Senior Secured Loans—Second Lien—31.5%
Access CIG LLC	(h)(i)	Commercial & Professional Services	L+775	0.0%	2/27/26	2.5		2.2		2.5
Ammeraal Beltech Holding BV	(e)(k)(n)	Capital Goods	L+775	0.0%	9/12/26	81.5		79.8		80.3
Apex Group Limited	(e)(h)(i)	Diversified Financials	L+675	0.5%	7/27/29	32.0		31.7		32.0
EaglePicher Technologies LLC	(h)	Capital Goods	L+725	0.0%	3/8/26	0.4		0.4		0.4
Excelitas Technologies Corp	(h)(i)(j)	Technology Hardware & Equipment	L+750	1.0%	12/1/25	22.6		19.7		22.7
Misys Ltd	(h)(i)(k)	Software & Services	L+725	1.0%	6/13/25	41.2		38.8		41.2
NEP Broadcasting LLC	(i)	Media & Entertainment	L+700	0.0%	10/19/26	6.8		6.7		6.7
OEConnection LLC	(e)(h)(i)(j)	Software & Services	L+825	0.0%	9/25/27	50.0		50.0		49.1
Paradigm Acquisition Corp	(h)(k)	Health Care Equipment & Services	L+750	0.0%	10/26/26	2.5		2.5		2.5
Pretium Packaging LLC	(e)(h)(i)(j)	Household & Personal Products	L+675	0.5%	10/1/29	39.9		39.7		39.5
Pure Fishing Inc	(e)(k)	Consumer Durables & Apparel	L+838	1.0%	12/21/26	46.8		42.0		44.5
Sequa Corp	(i)(k)	Capital Goods	L+1,075, 0.0% PIK (6.8% Max PIK)	1.0%	4/28/24	39.1		33.9		39.1
SIRVA Worldwide Inc	(j)	Commercial & Professional Services	L+950	0.0%	8/3/26	3.8		3.1		3.3
Watchfire Enterprises Inc	(e)(j)	Technology Hardware & Equipment	L+825	1.0%	10/2/24	9.3		9.3		9.3
Wittur Holding GmbH	(e)(j)(k)(n)	Capital Goods	E+850, 0.5% PIK (0.5% Max PIK)	0.0%	9/23/27	€	120.5	131.5		129.3



Total Senior Secured Loans—Second Lien								491.3		502.4

Other Senior Secured Debt—1.5%
One Call Care Management Inc	(e)	Health Care Equipment & Services	8.5% PIK (8.5% Max PIK)		11/1/28	$	23.5	22.9		23.5
Total Other Senior Secured Debt								22.9		23.5





Asset Based Finance—31.0%
Abacus JV, Private Equity	(e)	Insurance				31,916,927		32.7		34.2
Altavair AirFinance, Private Equity	(e)	Capital Goods				36,500,000		43.0		44.1
GA Capital Specialty Lending Fund, Limited Partnership Interest	(e)(n)	Diversified Financials				1		—		4.5
Global Lending Services LLC, Private Equity	(e)(n)	Diversified Financials				3,653,142		3.7		4.6
Home Partners JV, Common Stock	(e)(o)	Real Estate				15,249,687		22.9		37.6
Home Partners JV, Structured Mezzanine	(e)	Real Estate	11.0% PIK (11.0% Max PIK)		3/25/29	$	38.4	38.4		38.4
KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest	(e)(n)(o)	Capital Goods				19,642,734		24.4		15.9
Lenovo Group Ltd, Structured Mezzanine	(e)(n)	Technology Hardware & Equipment	7.8%		9/22/24	€	6.9	8.1		7.9
Lenovo Group Ltd, Structured Mezzanine	(e)(n)	Technology Hardware & Equipment	7.8%		9/22/24	$	10.7	10.7		10.7
Lenovo Group Ltd, Structured Mezzanine	(e)(n)	Technology Hardware & Equipment	11.8%		9/22/24	€	4.8	5.6		5.4
Lenovo Group Ltd, Structured Mezzanine	(e)(n)	Technology Hardware & Equipment	11.8%		9/22/24	£	1.3	1.8		1.7
Lenovo Group Ltd, Structured Mezzanine	(e)(n)	Technology Hardware & Equipment	7.8%		9/22/24	£	1.9	2.6		2.5
Lenovo Group Ltd, Structured Mezzanine	(e)(n)	Technology Hardware & Equipment	11.8%		9/22/24	$	7.4	7.4		7.4
Luxembourg Life Fund - Absolute Return Fund I, 1L Term Loan	(e)(h)(n)	Insurance	L+750	1.5%	2/27/25	$	26.8	26.9		27.1
Luxembourg Life Fund - Absolute Return Fund III, Term Loan	(e)(h)(k)(n)	Insurance	L+925	0.0%	5/27/26	$	57.5	57.0		57.0

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(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(d)
Luxembourg Life Fund - Long Term Growth Fund, Term Loan	(e)(h)(i)(k)(n)	Insurance	L+925	0.0%	4/1/23	$	94.6	$	94.1	$	94.5
NewStar Clarendon 2014-1A Class D	(e)(k)(n)	Diversified Financials	18.3%		1/25/27	$	30.0	9.3		15.3
Pretium Partners LLC P1, Structured Mezzanine	(e)(h)(i)	Real Estate	2.8%, 5.3% PIK (5.3% Max PIK)		10/22/26	$	18.9	18.6		19.1
Sealane Trade Finance	(e)(m)	Banks	L+375	0.0%	5/8/23	$	5.0	5.0		5.0
Sealane Trade Finance	(e)(m)	Banks	L+963	0.0%	5/8/23	$	11.2	11.2		11.2
Toorak Capital Partners LLC, Private Equity	(e)	Real Estate				40,000,000		50.2		50.4












Total Asset Based Finance								473.6		494.5

Equity/Other—5.1%
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock	(e)(l)(o)	Energy				13,556		3.6		3.1
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim	(e)(l)(o)	Energy				115,178,571		30.5		26.4
Belk Inc, Common Stock	(e)(o)	Retailing				381		—		—
One Call Care Management Inc, Common Stock	(e)(o)	Health Care Equipment & Services				34,873		2.2		2.4
One Call Care Management Inc, Preferred Stock A	(e)(o)	Health Care Equipment & Services				371,993		23.7		26.1
One Call Care Management Inc, Preferred Stock B	(e)	Health Care Equipment & Services	9.0% PIK (9.0% Max PIK)		10/25/29	7,672,346		8.8		9.2
Zeta Interactive Holdings Corp, Common Stock	(k)(o)	Software & Services				1,766,696		15.1		14.9

Total Equity/Other								83.9		82.1
TOTAL INVESTMENTS—204.3%								$	3,206.2	$	3,260.0

Derivative Instruments—(0.4)%
Foreign currency forward contracts										$	(6.7)

____________

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

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 6. Investment Portfolio (continued)

the U.S. Prime Lending Rate, or Prime, was 3.25%. PIK means paid-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 8).

(e)Investments classified as Level 3.

(f)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.

(g)Not used.

(h)Security or portion thereof held within Big Cedar Creek LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with BNP Paribas.

(i)Security or portion thereof held within Boxwood Drive Funding and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with BNP Paribas

(j)Security or portion thereof held within Chestnut Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Citibank, N.A.

(k)Security or portion thereof held within Green Creek LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Goldman Sachs Bank.

(l)Security or portion thereof held within IC II American Energy Investment, Inc., a wholly-owned subsidiary of the company.

(m)Security or portion thereof held within JCF Cayman Ltd and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Goldman Sachs.

(n)Security or portion thereof held within Jersey City Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Goldman Sachs.

(o)Security is non-income producing.

Below is selected balance sheet information for COPJV as of September 30, 2022 and December 31, 2021:



	As of
	September 30, 2022 (Unaudited)		December 31, 2021
Selected Balance Sheet Information
Total investments, at fair value	$	3,624.5	$	3,260.0
Cash and other assets	350.1		414.3
Total assets	3,974.6		3,674.3
Debt	1,806.3		1,442.0
Other liabilities	492.8		636.7
Total liabilities	2,299.1		2,078.7
Member's equity	$	1,675.5	$	1,595.6

Below is selected statement of operations information for COPJV for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Selected Statement of Operations Information
Total investment income	$	76.7	$	56.6	$	213.4	$	128.8
Expenses
Interest expense	19.9		12.7		44.8		27.0
Custodian and accounting fees	0.3		0.5		1.2		0.7
Administrative services	2.8		2.7		7.4		4.5
Professional services	0.0		0.2		0.2		0.5
Other	0.0		0.2		0.1		0.3
Total expenses	23.0		16.3		53.7		33.0
Net investment income	53.7		40.3		159.7		95.8
Net realized and unrealized gain (loss)	(49.4)		(10.1)		(112.8)		56.6
Net increase in net assets resulting from operations	$	4.3	$	30.2	$	46.9	$	152.4

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

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, 2022 and December 31, 2021:


		Fair Value
Derivative Instrument	Statement Location	September 30, 2022 (Unaudited)		December 31, 2021

Foreign currency forward contracts	Unrealized appreciation on foreign currency forward contracts	$	39	$	9
Foreign currency forward contracts	Unrealized depreciation on foreign currency forward contracts	—		(1)
Total		$	39	$	8

Net realized and unrealized gains and losses on derivative instruments recorded by the Company for the nine months ended September 30, 2022 and 2021 are in the following locations in the consolidated statements of operations:


		Net Realized Gains (Losses)
		Nine Months Ended September 30,
Derivative Instrument	Statement Location	2022		2021

Foreign currency forward contracts	Net realized gain (loss) on foreign currency forward contracts	$	9	$	0
Total		$	9	$	0


		Net Unrealized Gains (Losses)
		Nine Months Ended September 30,
Derivative Instrument	Statement Location	2022		2021

Foreign currency forward contracts	Net change in unrealized appreciation (depreciation) on foreign currency forward contracts	$	31	$	8
Total		$	31	$	8

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 consolidated balance sheets. 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, 2022 and December 31, 2021:


	As of September 30, 2022 (Unaudited)
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	$	39	$	—	$	—	$	—	$	39

Total	$	39	$	—	$	—	$	—	$	39
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	$	—	$	—	$	—	$	—	$	—

Total	$	—	$	—	$	—	$	—	$	—

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 7. Financial Instruments (continued)


	As of December 31, 2021
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	$	—	$	—	$	—

___________

(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 are marked-to-market by recognizing the difference between the contract forward 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 are marked-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 foreign currency forward contracts during the nine months ended September 30, 2022 and 2021 was $241.8 and $129.0, respectively.

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

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 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~~2022 and December 31, ~~2016,~~2021, the Company’s investments ~~and secured borrowing~~ were categorized as follows in the fair value hierarchy:

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


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

~~The Company has elected the~~
September 30, 2022
Valuation Inputs (Unaudited) December 31, 2021
Level 1—Price quotations in active markets $ 15 $ 30
Level 2—Significant other observable inputs 600 703
Level 3—Significant unobservable inputs 13,711 13,972
Investments measured at net asset value(1)
1,466 1,396
$ 15,792 $ 16,101
____________

(1)Certain investments that are measured at 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 changes in the fair value of its secured borrowing as a component ofusing the net ~~change~~asset value per share (or its equivalent) practical expedient have not been categorized in unrealized appreciation (depreciation) on secured borrowing 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 as of September 30, 2017 was valued using Level 3 inputs under~~ the fair value hierarchy. The ~~Company’s approach to determining~~ fair value amounts presented in this table are intended to permit reconciliation of the ~~Level 3 secured borrowing is consistent with its approach to determining~~ fair value hierarchy to the amounts presented in the consolidated balance sheet.

In addition, the Company had foreign currency forward contracts, as described in Note 7, which were categorized as Level 2 in the fair value hierarchy as of September 30, 2022 and December 31, 2021.

The Company’s board of directors is responsible for overseeing the valuation of the ~~Level 3~~Company's portfolio investments ~~that are associated~~at fair value as determined in good faith pursuant to the Advisor's valuation policy. The Company's board of directors has designated the Advisor with day-to-day responsibility for implementing the ~~secured borrowing. See Note 2 and Note 8 for additional information regarding~~portfolio valuation process set forth in the ~~Company’s secured borrowing.~~

Advisor's valuation policy.

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 purchased near the date of the financial statements is valued at cost if the ~~Company’s board of directors~~Advisor 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~~Advisor typically values ~~its~~the Company's 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

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 8. Fair Value of Financial Instruments (continued)

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~~Advisor 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~~Advisor 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,Advisor reviewed and approved the valuation determinations made with respect to these investments in a manner consistent with the ~~Company’s~~Advisor’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~~2022 and ~~2016~~2021 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, 2022

Senior Secured
Loans—First
Lien
Senior Secured
Loans—Second
Lien
Other Senior
Secured
Debt Subordinated
Debt Asset Based Finance Equity/Other Total
Fair value at beginning of period $ 9,542 $ 1,205 $ 29 $ 74 $ 2,245 $ 877 $ 13,972
Accretion of discount (amortization of premium) 52 5 — 1 4 1 63
Net realized gain (loss) (61) (41) — — 113 211 222
Net change in unrealized appreciation (depreciation) (252) (90) (8) (47) (229) (121) (747)
Purchases 2,297 67 — 223 779 475 3,841
Paid-in-kind interest 36 2 1 3 20 24 86
Sales and repayments (2,017) (225) — — (1,106) (378) (3,726)
Transfers into Level 3 — — — — — — —
Transfers out of Level 3 — — — — — — —
Fair value at end of period $ 9,597 $ 923 $ 22 $ 254 $ 1,826 $ 1,089 $ 13,711
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 $ (326) $ (136) $ (8) $ (45) $ (177) $ (62) $ (754)

Table of Contents

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,					For the Nine Months Ended September 30, 2021
	2017		2016			Senior Secured Loans—First Lien		Senior Secured Loans—Second Lien		Other Senior Secured Debt		Subordinated Debt		Asset Based Finance		Equity/Other		Total
Fair value at beginning of period	$	(2,880)	$	—	Fair value at beginning of period	$	3,276	$	862	$	36	$	152	$	951	$	530	$	5,807
Amortization of premium (accretion of discount)		(4)		(1)
Accretion of discount (amortization of premium)					Accretion of discount (amortization of premium)	28		8		—		—		2		1		39
Net realized gain (loss)		—		—	Net realized gain (loss)	35		(93)		(21)		(7)		9		191		114
Net change in unrealized appreciation (depreciation)		(7)		(33)	Net change in unrealized appreciation (depreciation)	280		158		25		(4)		126		31		616
Repayments on secured borrowing		—		—
Purchases					Purchases	7,907		974		52		8		1,217		451		10,609
Paid-in-kind interest		—		—	Paid-in-kind interest	12		4		—		—		29		21		66
Proceeds from secured borrowing		—		(2,829)
Net transfers in or out of Level 3		—		—

Sales and repayments					Sales and repayments	(2,197)		(628)		(48)		(93)		(335)		(410)		(3,711)
Transfers into Level 3					Transfers into Level 3	—		—		—		—		—		3		3
Transfers out of Level 3					Transfers out of Level 3	—		—		—		—		—		—		—
Fair value at end of period	$	(2,891)	$	(2,863)	Fair value at end of period	$	9,341	$	1,285	$	44	$	56	$	1,999	$	818	$	13,543

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)	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	$	290	$	84	$	(1)	$	19	$	125	$	84	$	601

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
					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	$	290	$	84	$	(1)	$	19	$	125					$	84	$	601

~~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 valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements as of September 30, ~~2017~~2022 and December 31, ~~2016~~2021 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)%

~~(1)~~

~~Investments using a market quotes valuation technique were valued by using the midpoint~~

Type of ~~the prevailing bid and ask prices~~Investment

Fair Value at

September 30, 2022

(Unaudited)

Valuation

Technique(1)

Unobservable
Input

Range (Weighted Average)

Impact to Valuation 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)an Increase 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.Input(2)

Senior Debt

9,513

Discounted Cash Flow

Discount Rate

5.5% - 21.1% (11.0%)

Decrease

580

Waterfall

EBITDA Multiple

0.3x - 21.3x (6.7x)

Increase

341

Cost

108

Other(3)

Subordinated Debt

237

Discounted Cash Flow

Discount Rate

10.9% - 15.5% (12.6%)

Decrease

Waterfall

EBITDA Multiple

5.8x - 5.8x (5.8x)

Increase

Asset Based Finance

859

Discounted Cash Flow

Discount Rate

4.8% - 44.1% (10.3%)

Decrease

686

Waterfall

EBITDA Multiple

1.0x - 21.8x (3.4x)

Increase

197

Other(3)

Cost

Indicative Dealer Quotes

41.8% - 41.8% (41.8%)

Increase

Equity/Other

599

Waterfall

EBITDA Multiple

0.0x - 15.0x (7.6x)

Increase

352

Discounted Cash Flow

Discount Rate

9.8% - 25.0% (14.6%)

Decrease

127

Cost

Other(3)

Option Pricing Model

Equity Illiquidity Discount

65.0% - 65.0% (65.0%)

Decrease

Total

13,711

~~(2)~~

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

Table of Contents

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)

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~~

Type of ~~the prevailing bid and ask prices~~Investment

Fair Value at
December 31, 2021

Valuation

Technique(1)

Unobservable
Input

Range

Senior Debt

8,746

Discounted Cash Flow

Discount Rate

5.3% - 30.3% (8.5%)

Decrease

1,242

Cost

737

Waterfall

EBITDA Multiple

0.1x - 11.0x (7.0x)

Increase

Other(3)

Subordinated Debt

Waterfall

EBITDA Multiple

7.0x - 7.8x (7.8x)

Increase

Cost

Asset Based Finance

1,021

Waterfall

EBITDA Multiple

1.0x - 23.1x (4.1x)

Increase

744

Discounted Cash Flow

Discount Rate

4.2% - 16.2% (10.1%)

Decrease

359

Cost

117

Other(3)

Indicative Dealer Quotes

50.8% - 50.8% (50.8%)

Increase

Equity/Other

737

Waterfall

EBITDA Multiple

0.1x - 16.0x (6.1x)

Increase

111

Discounted Cash Flow

Discount Rate

7.3% - 25.0% (9.8%)

Decrease

Option Pricing Model

Equity Illiquidity Discount

65.0% - 65.0% (65.0%)

Decrease

Other(3)

Cost

Total

13,972

~~(2)~~

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

_______________

(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.

(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.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

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

(in ~~thousands,~~millions, 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, 2022, the aggregate amount outstanding of the senior securities issued by the Company was $9,176. As of September 30, 2022, the Company’s asset coverage was 178%.

The following tables present summary information with respect to the Company’s outstanding financing arrangements as of September 30, ~~2017~~2022 and December 31, ~~2016.~~2021. 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~~2021. Any significant changes to the Company's financing arrangements during the nine months ended September 30, 2022 are discussed below.


	As of September 30, 2022 (Unaudited)
Arrangement	Type of Arrangement	Rate	Amount Outstanding		Amount Available		Maturity Date
Ambler Credit Facility(2)(9)	Revolving Credit Facility	SOFR+2.15%(1)	$	144	$	56	November 22, 2025
Burholme Prime Brokerage Facility(2)(9)	Prime Brokerage Facility	L+1.25%(1)	—		—		March 28, 2023
CCT Tokyo Funding Credit Facility(2)	Revolving Credit Facility	L+1.75% - 2.00%(1)(3)	290		10		June 2, 2025
Darby Creek Credit Facility(2)(9)	Revolving Credit Facility	L+1.85%(1)	243		7		February 26, 2025
Dunlap Credit Facility(2)(9)	Revolving Credit Facility	L+1.85%(1)	478		22		February 26, 2025
Meadowbrook Run Credit Facility(2)(9)	Revolving Credit Facility	SOFR+2.05%(1)	259		41		November 22, 2024
Senior Secured Revolving Credit Facility(2)	Revolving Credit Facility	SOFR+1.75% - 1.88%(1)(4)	2,665(5)		1,978(6)		May 17, 2027
4.625% Notes due 2024(7)	Unsecured Notes	4.63%	400		—		July 15, 2024
1.650% Notes due 2024(7)	Unsecured Notes	1.65%	500		—		October 12, 2024
4.125% Notes due 2025(7)	Unsecured Notes	4.13%	470		—		February 1, 2025
4.250% Notes due 2025(7)(9)	Unsecured Notes	4.25%	475		—		February 14, 2025
8.625% Notes due 2025(7)	Unsecured Notes	8.63%	250		—		May 15, 2025
3.400% Notes due 2026(7)	Unsecured Notes	3.40%	1,000		—		January 15, 2026
2.625% Notes due 2027(7)	Unsecured Notes	2.63%	400		—		January 15, 2027
3.250% Notes due 2027(7)	Unsecured Notes	3.25%	500		—		July 15, 2027
3.125% Notes due 2028(7)	Unsecured Notes	3.13%	750		—		October 12, 2028
CLO-1 Notes(2)(8)	Collateralized Loan Obligation	L+1.85% - 3.01%(1)	352		—		January 15, 2031
Total			$	9,176	$	2,114

___________

(1)The benchmark rate is subject to a 0% floor.

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

(3)The spread over the benchmark rate is determined by reference to the amount outstanding under the facility.

(4)The spread over the benchmark rate 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. In addition to the spread over the benchmark rate, a credit spread adjustment of 0.10% and 0.0326% is applicable to borrowings in U.S. dollars and pounds sterling, respectively.

(5)Amount includes borrowing in Euros, Canadian dollars, pounds sterling and Australian dollars. Euro balance outstanding of €201 has been converted to U.S. dollars at an exchange rate of €1.00 to $0.98 as of September 30, 2022 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD34 has been converted to U.S dollars at an exchange rate of CAD1.00 to $0.73 as of September 30, 2022 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £96 has been converted to U.S dollars at an exchange rate of £1.00 to $1.11 as of September 30, 2022 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of AUD80 has been converted to U.S dollars at an exchange rate of AUD1.00 to $0.64 as of September 30, 2022 to reflect total amount outstanding in U.S. dollars.

(6)The amount available for borrowing under the ~~additional disclosure set forth in this Note 8.~~

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

~~(1)~~

~~The carrying amount outstanding under the facility approximates its fair value.~~

~~(2)~~

Amount includes borrowing in Euros and Canadian dollars. Euro balance outstanding of €41,780 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.18 as of September 30, 2017 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD $20,987 has been converted to U.S. dollars at an exchange rate of CAD $1.00 to $0.80 as of September 30, 2017 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

~~(1)~~

Borrowings in Euros. Euro balance outstanding of €42,575 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.06 as of December 31, 2016 to reflect total amount outstanding in U.S. dollars.

Senior Secured Revolving Credit Facility is reduced by any standby letters of credit issued under the Senior Secured Revolving Credit Facility. As of September 30, 2022, $12 of such letters of credit have been issued.

Table of Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

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

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

Note 8.9. Financing Arrangements (continued)

(7)As of September 30, 2022, the fair value of the 4.625% notes, the 1.650% notes, the 4.125% notes, the 4.250% notes, the 8.625% notes, the 3.400% notes, the 2.625% notes, the 3.250% notes and the 3.125% notes was approximately $392, $457, $445, $441, $258, $883, $323, $413 and $583, respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.

(8)As of September 30, 2022, there were $281.4 of Class A-1R notes outstanding at L+1.85%, $20.5 of Class A-2R notes outstanding at L+2.25%, $32.4 of Class B-1R notes outstanding at L+2.60% and $17.4 of Class B-2R notes outstanding at 3.011%.

(9)As of June 16, 2021, the Company assumed all of FSKR's obligations under its notes, credit facilities, and FSKR's wholly-owned special purpose financing subsidiaries became wholly-owned special purpose financing subsidiaries of the Company, in each case, as a result of the consummation of the 2021 Merger.


	As of December 31, 2021
Arrangement	Type of Arrangement	Rate	Amount Outstanding		Amount Available		Maturity Date

Ambler Credit Facility(2)(9)	Revolving Credit Facility	SOFR+2.15%(1)	$	150	$	50	November 22, 2025
Burholme Prime Brokerage Facility(2)(9)	Prime Brokerage Facility	L+1.25%(1)	—		—		June 28, 2022
CCT Tokyo Funding Credit Facility(2)	Revolving Credit Facility	L+1.75% - 2.00%(1)(3)	300		—		January 2, 2025
Darby Creek Credit Facility(2)(9)	Revolving Credit Facility	L+1.85%(1)	250		—		February 26, 2025
Dunlap Credit Facility(2)(9)	Revolving Credit Facility	L+1.85%(1)	485		15		February 26, 2025
Meadowbrook Run Credit Facility(2)(9)	Revolving Credit Facility	SOFR+2.05%(1)	300		—		November 22, 2024
Senior Secured Revolving Credit Facility(2)	Revolving Credit Facility	L+1.75% - 2.00%(1)(4) SONIA+0.0326%(1)(4)	2,647(5)		1,544(6)		December 23, 2025
4.750% Notes due 2022(7)	Unsecured Notes	4.75%	450		—		May 15, 2022
4.625% Notes due 2024(7)	Unsecured Notes	4.63%	400		—		July 15, 2024
1.650% Notes due 2024(7)	Unsecured Notes	1.65%	500		—		October 12, 2024
4.125% Notes due 2025(7)	Unsecured Notes	4.13%	470		—		February 1, 2025
4.250% Notes due 2025(7)(9)	Unsecured Notes	4.25%	475		—		February 14, 2025
8.625% Notes due 2025(7)	Unsecured Notes	8.63%	250		—		May 15, 2025
3.400% Notes due 2026(7)	Unsecured Notes	3.40%	1,000		—		January 15, 2026
2.625% Notes due 2027(7)	Unsecured Notes	2.63%	400		—		January 15, 2027
3.125% Notes due 2028(7)	Unsecured Notes	3.13%	750		—		October 12, 2028
CLO-1 Notes(2)(8)	Collateralized Loan Obligation	L+1.85% - 3.01%(1)	352		—		January 15, 2031
Total			$	9,179	$	1,609

___________

(1)The benchmark rate is subject to a 0% floor.

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

(3)The spread over the benchmark rate is determined by reference to the amount outstanding under the facility.

(4)The spread over the benchmark rate 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.

(5)Amount includes borrowing in Euros, Canadian dollars, pounds sterling and Australian dollars. Euro balance outstanding of €260 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.14 as of December 31, 2021 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD40 has been converted to U.S dollars at an exchange rate of CAD1.00 to $0.79 as of December 31, 2021 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £130 has been converted to U.S dollars at an exchange rate of £1.00 to $1.35 as of December 31, 2021 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of AUD116 has been converted to U.S dollars at an exchange rate of AUD1.00 to $0.73 as of December 31, 2021 to reflect total amount outstanding in U.S. dollars.

(6)The amount available for borrowing under the Senior Secured Revolving Credit Facility is reduced by any standby letters of credit issued under the Senior Secured Revolving Credit Facility. As of December 31, 2021, $9 of such letters of credit have been issued.

(7)As of December 31, 2021, the fair value of the 4.750% notes, the 4.625% notes, the 1.650% notes, the 4.125% notes, the 4.250% notes, the 8.625% notes, the 3.400% notes, the 2.625% notes and the 3.125% notes was approximately $455, $421, $491, $492, $497, $276, $1,016, $395 and $747, respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.

(8)As of December 31, 2021, there were $281.4 of Class A-1R notes outstanding at L+1.85%, $20.5 of Class A-2R notes outstanding at L+2.25%, $32.4 of Class B-1R notes outstanding at L+2.60% and $17.4 of Class B-2R notes outstanding at 3.011%.

(9)As of June 16, 2021, the Company assumed all of FSKR’s obligations under its notes and credit facilities, and FSKR’s wholly-owned special purpose financing subsidiaries became wholly-owned special purpose financing subsidiaries of the Company, in each case, as a result of the consummation of the 2021 Merger.

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 9. Financing Arrangements (continued)

For the ~~three and~~ nine months ended September 30, ~~2017~~2022 and ~~2016,~~2021, the components of total interest expense for the ~~Company’s~~Company's financing arrangements were as follows:

   Three 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⁾
   $ 1,411    $ 83    $ 1,494    $ —    $ —    $ —
ING Credit Facility⁽²⁾
   1,278    169    1,447    1,164    284    1,448
JPM Facility
   —    —    —    5,399    —    5,399
Locust Street Credit Facility
   4,318    283    4,601    —    —    —
4.000% Notes due 2019
   4,000    310    4,310    3,998    311    4,309
4.250% Notes due 2020
   4,303    283    4,586    3,453    244    3,697
4.750% Notes due 2022
   3,266    138    3,404    3,266    136    3,402
Partial Loan Sale⁽³⁾
   42    1    43    27    1    28












Total
   $         18,618    $             1,267    $         19,885    $         17,307    $              976    $         18,283

   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

~~(1)~~



	Nine Months Ended September 30,
	2022						2021
Arrangement(1)	Direct Interest Expense		Amortization of Deferred Financing Costs and Discount / Premium		Total Interest Expense		Direct Interest Expense		Amortization of Deferred Financing Costs and Discount / Premium		Total Interest Expense
Ambler Credit Facility(2)	$	4	$	0	$	4	$	1	$	0	$	1
Burholme Prime Brokerage Facility(2)	—		—		—		—		—		—
CCT Tokyo Funding Credit Facility(2)	7		1		8		3		0		3
Darby Creek Credit Facility(2)	6		0		6		2		—		2
Dunlap Credit Facility(2)	12		0		12		3		—		3
Juniata River Credit Facility(2)	—		—		—		6		—		6
Meadowbrook Run Credit Facility(2)	6		0		6		3		—		3
Senior Secured Revolving Credit Facility(2)	69		3		72		23		2		25
4.750% Notes due 2022	6		0		6		16		0		16
5.000% Notes due 2022	—		—		—		9		—		9
4.625% Notes due 2024	14		1		15		14		1		15
1.650% Notes due 2024	6		2		8		—		—		—
4.125% Notes due 2025	15		1		16		15		1		16
4.250% Notes due 2025	15		(5)		10		6		(2)		4
8.625% Notes due 2025	16		1		17		16		1		17
3.400% Notes due 2026	25		4		29		25		4		29
2.625% Notes due 2027	7		1		8		3		0		3
3.250% Notes due 2027	11		1		12		—		—		—
3.125% Notes due 2028	18		1		19		—		—		—
CLO-1 Notes	8		0		8		6		0		6
Total	$	245	$	11	$	256	$	151	$	7	$	158

______________________

(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 of non-usage fees.

The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, 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 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~~2022 were $9,553 and ~~2016,~~3.43%, respectively. As of September 30, 2022, the ~~cash paid for interest expense,~~Company’s weighted average ~~borrowings,~~ effective interest rate on borrowings, including the effect of non-usage fees, was 4.21%.

The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the nine months ended September 30, 2021 were $5,502 and 3.59%, respectively. As of September 30, 2021, the Company’s weighted average effective interest rate on borrowings, including the effect of non-usage fees, was 3.22%.

Under its financing arrangements, ~~were~~the Company has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar financing arrangements. The Company was in compliance with all covenants required by its financing arrangements 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~~of September 30, 2022 and December 31, 2021.

Senior Secured Revolving Credit Facility

On ~~December 15, 2016, Hamilton Street Funding LLC, or Hamilton Street, a wholly-owned, special-purpose financing subsidiary of~~May 17, 2022, the Company entered into ~~a revolving credit facility,~~Amendment No. 2 to the Second Amended and Restated Senior Secured Revolving Credit Agreement originally entered into on December 23, 2020, which was subsequently amended on September 27, 2021, or the ~~Hamilton Street credit facility, pursuant~~

Table of Contents

FS KKR Capital Corp.

Notes to ~~(a) a Loan~~Unaudited Consolidated Financial Statements

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

Note 9. Financing Arrangements (continued)

Credit Agreement, ~~dated as of December 15, 2016, by and~~ among ~~Hamilton Street,~~the Company, 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,~~JPMorgan, as administrative agent, ~~and U.S. Bank National Association,~~ING, 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. As of September 30, 2017, $1,379 of such deferred financing costs had yet to be amortized to interest expense.

~~ING Credit Facility~~

~~On April 3, 2014, the Company entered into a senior secured revolving credit facility with ING Capital LLC, or ING, as administrative~~ agent, and the lenders party ~~thereto, or~~thereto.

The amendment provides for, among other things, (a) an upsize of 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 principal amount of upthe revolving credit commitments under the Credit Agreement from $4,025 to ~~$300,000, with~~$4,640, (b) 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~~ upsize of the ~~Company~~Company’s option to request, at one or more times, ~~after closing,~~ that existing and(a)/or new lenders, at their election, provide additional commitments from an amount of up to ~~$100,000~~$2,013 of additional ~~commitments. The ING credit facility provides for the issuance~~commitments to up to $2,320 of ~~letters of credit in~~additional commitments, (c) 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 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. The Amendment, among other things, (i) increased the lenders’ aggregate commitments under the ING credit facility to $327,500, (ii) extended the termextension of the revolving period from December 23, 2024 to ~~March 16, 2020 and~~May 17, 2026, (d) an extension of the ~~final~~scheduled maturity date from December 23, 2025 to ~~March 16, 2021, (iii) increased the size~~May 17, 2027, (e) a reduction of the ~~accordion provision~~applicable margin from 2.00% to ~~permit increases~~1.875% for term SOFR loans (or from 1.00% to 0.875% if the ~~lenders’ aggregate commitments under~~Company elects the ~~ING credit facility up~~base rate option), with a step down to ~~$600,000 and (iv) decreased~~1.75% for term SOFR loans (or to 0.75% if the ~~Applicable Margin (as defined therein)~~Company elects the base rate option) if the value of the gross borrowing base is equal to ~~1.25% with respect to any ABR Loan (as defined therein) and 2.25% with respect to any Eurocurrency Loan (as defined therein).~~

~~As of September 30, 2017 and December 31, 2016, $66,131 and $44,932, respectively, was outstanding under~~or greater than 1.60 times 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~~certain outstanding indebtedness 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~~(f) a reduction of the ~~facility. As~~commitment fee from up to 0.50% per annum (based on the immediately preceding quarter’s average usage) to 0.375% per annum, in each case, on the unused portion of ~~September 30, 2017, $2,333~~its sublimit under the Credit Agreement during the revolving period, (g) the replacement of ~~such deferred financing costs had yet~~the LIBOR benchmark provisions with SOFR benchmark provisions, including applicable credit spread adjustments, (h) the availability of a swingline subfacility of up to $100, (i) the deletion of the requirement that the Company make mandatory prepayment of interest and principal upon certain events at certain times when the Company’s adjusted asset coverage ratio is less than 185%, and (j) a reset of the minimum shareholders’ equity that must be ~~amortized to interest expense.~~

~~JPM Financing~~

maintained, measured as of each fiscal quarter end.

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,~~June 29, 2022, the Company entered into a ~~debt financing arrangement~~commitment increase agreement 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~~new 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~~the aggregate principal amount of the revolving credit commitments under the ~~Locust Street term loan facility bear interest at~~Credit Agreement increased from $4,640 to $4,655.

4.750% Notes due 2022

On March 15, 2022 the Company issued a ~~rate equal to LIBOR~~notice of redemption providing for ~~a three-month interest period plus a spread~~the redemption of ~~2.6833% per annum. Interest is payable~~its 4.750% senior notes due 2022, or the 4.750% Notes, in ~~arrears beginning~~full on ~~January~~April 15, ~~2017 and each quarter thereafter. Under the Locust Street loan agreement, Locust Street agreed to repay $200,000~~2022 for 100% 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~~4.750% Notes, plus 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 lifethrough, but excluding, April 15, 2022. On April 15, 2022, all 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~~

4.750% Notes ~~to Unaudited Consolidated Financial Statements (continued)~~

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

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

~~4.000%~~were redeemed.

3.250% Notes due ~~2019~~

2027

On ~~July 14, 2014,~~January 18, 2022, the Company and U.S. Bank National Association, or ~~U.S. Bank,~~the Trustee, entered into an ~~indenture,~~Eleventh Supplemental Indenture, or the ~~base indenture,~~Eleventh Supplemental Indenture, to the Indenture, dated July 14, 2014, between the Company and ~~a first supplemental indenture thereto,~~the Trustee, or the Base Indenture, and together with the ~~base indenture and any supplemental indentures thereto,~~Eleventh Supplemental Indenture, the ~~indenture, relating~~Indenture. The Eleventh Supplemental Indenture relates to the Company’s issuance of ~~$400,000~~$500 aggregate principal amount of its ~~4.000%~~3.250% notes due ~~2019,~~2027, or the ~~4.000% notes.~~

3.250% Notes.

The ~~4.000% notes~~3.250% Notes will mature on July 15, ~~2019~~2027 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% notes~~3.250% Notes bear interest at a rate of ~~4.000%~~3.250% per year payable semi-annually on January 1515th and July 1515th of each year, commencing on ~~January~~July 15, ~~2015.~~2022. The ~~4.000% notes~~3.250% 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 ~~4.000% notes and~~3.250% Notes, rank pari passu with all ~~outstanding~~existing and future unsecured unsubordinated indebtedness issued by the ~~Company.~~

~~In addition, on~~Company, rank effectively junior to any of the ~~occurrence of a “change of control repurchase event,” as defined in the indenture,~~Company’s secured indebtedness (including unsecured indebtedness that the Company ~~will generally be required~~later secures) to ~~make an offer to purchase~~ the ~~outstanding 4.000% notes at a price equal to 100%~~extent of the ~~principal amount~~value of the assets securing such ~~notes plus accrued~~indebtedness, and ~~unpaid interest~~rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the ~~repurchase date.~~

Company’s subsidiaries, financing vehicles or similar facilities.

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 Investment Company Act of 1940, ~~Act,~~as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the ~~4.000% notes~~3.250% Notes and ~~U.S. Bank~~the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as ~~amended, or the Exchange Act.~~amended. These covenants are subject to important limitations and exceptions that are described in the ~~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% Notes due 2020~~

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, 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.~~

Indenture.

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 ~~4.250% notes~~3.250% Notes at a price equal to 100% of the principal amount of such ~~notes~~3.250% 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~~

Table 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~~

Contents

FS ~~Investment Corporation~~

KKR Capital Corp.

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

(in ~~thousands,~~millions, 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 aggregate principal amount of its 4.750% notes due 2022, or the 4.750% notes.

The 4.750% notes will mature on May 15, 2022 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 4.750% 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 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 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~~

Unfunded commitments to provide funds to portfolio companies are not recorded in the Company’s consolidated balance sheets. 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, 2022, the Company’s unfunded ~~commitments.~~

commitments consisted of the following:

Category / Company(1)
Commitment Amount
Senior Secured Loans—First Lien
3Pillar Global Inc $ 9.2
3Pillar Global Inc 24.9
48Forty Solutions LLC 3.2
Advanced Dermatology & Cosmetic Surgery 3.6
Advanced Dermatology & Cosmetic Surgery 2.2
Affordable Care Inc 12.8
Affordable Care Inc 33.2
Alacrity Solutions Group LLC 7.7
Alera Group Intermediate Holdings Inc 5.6
American Vision Partners 7.8
Amerivet Partners Management Inc 7.6
Amerivet Partners Management Inc 61.4
Arcfield Acquisition Corp 7.1
Arcos LLC/VA 4.5
Ardonagh Group Ltd 22.8
AxiomSL Ltd 2.4
AxiomSL Ltd 2.3
Barbri Inc 9.1
BGB Group LLC 19.9
CFC Underwriting Ltd 5.7
Clarience Technologies LLC 23.6
Community Brands Inc 3.8
Community Brands Inc 1.9
Corsearch Intermediate Inc 4.4
CSafe Global 34.9
Dental Care Alliance Inc 6.1
Encora Digital Inc 19.4
Envirotainer Ltd 2.7
Excelitas Technologies Corp 1.4
Excelitas Technologies Corp 4.7
Follett Software Co 9.9
Foundation Consumer Brands LLC 6.6
Foundation Risk Partners Corp 6.6
Galway Partners Holdings LLC 11.8
Galway Partners Holdings LLC 7.1
Gigamon Inc 9.3

Table of Contents

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)


Category / Company(1)	Commitment Amount
Heniff Transportation Systems LLC	$	11.3
Higginbotham Insurance Agency Inc	8.9
HKA	1.1
HM Dunn Co Inc	2.0
Individual FoodService	4.7
Individual FoodService	1.8
Insight Global LLC	21.1
Insight Global LLC	26.8
J S Held LLC	12.4
J S Held LLC	21.0
Karman Space Inc	0.3
Lakefield Veterinary Group	40.0
Lakeview Farms Inc	10.8
Lakeview Farms Inc	1.8
Lexitas Inc	8.4
Lexitas Inc	5.9
Lrqa Ltd	12.6
Med-Metrix	25.0
Med-Metrix	7.8
Monitronics International Inc	11.6
Motion Recruitment Partners LLC	59.6
Net Documents	7.3
Net Documents	0.9
New Era Technology Inc	2.6
Novotech Pty Ltd	5.6
NPD Group Inc/The	1.0
Oxford Global Resources LLC	15.3
Oxford Global Resources LLC	4.4
P2 Energy Solutions Inc.	11.4
PartsSource Inc	4.2
PartsSource Inc	22.6
Revere Superior Holdings Inc	1.7
Rise Baking Company	1.6
RSC Insurance Brokerage Inc	7.6
SAMBA Safety Inc	1.8
SavATree LLC	6.3
SavATree LLC	6.3
Source Code LLC	15.0
Spins LLC	16.5
Spins LLC	7.9
Summit Interconnect Inc	9.4
Sungard Availability Services Capital Inc	1.7
Sweeping Corp of America Inc	5.7
Time Manufacturing Co	16.4
Version1 Software Ltd	2.4
VetCor Professional Practices LLC	18.0
VetCor Professional Practices LLC	6.6
Wealth Enhancement Group LLC	5.7
Wealth Enhancement Group LLC	2.1
Woolpert Inc	3.7

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 10. Commitments and Contingencies (continued)


Category / Company(1)	Commitment Amount
Worldwise Inc	$	15.5
Worldwise Inc	7.4






Senior Secured Loans—Second Lien
Valeo Foods Group Ltd	3.1




Asset Based Finance
Byrider Finance LLC, Structured Mezzanine	12.4
Callodine Commercial Finance LLC, 2L Term Loan B	36.1
Jet Edge International LLC, Term Loan	0.7
Opendoor Labs Inc, Structured Mezzanine	53.4


Total	$	1,042.4
Unfunded Asset Based Finance/Other commitments	$	362.8

_____________

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

As of September 30, 2022, the Company’s debt commitments are comprised of $402.0 revolving credit facilities and $640.4 delayed draw term loans, which generally are used for acquisitions or capital expenditures and are subject to certain performance tests. Such unfunded debt commitments have a fair value representing unrealized appreciation (depreciation) of $(18.2). The Company’s unfunded Asset Based Finance/Other commitments generally require certain conditions to be met or actual approval from the Advisor prior to funding.

The Senior Secured Revolving Credit Facility provides for the issuance of letters of credit in an initial aggregate face amount of up to $175, subject to increase or reduction from time to time pursuant to the terms of the Senior Secured Revolving Credit Facility. As of September 30, 2022, $12of such letters of credit have been issued.

As of September 30, 2022, the Company also has an unfunded commitment to provide $560.2 of capital to COPJV. 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 COPJV’s board of managers.

While the Company does not expect to fund all of its unfunded commitments, there can be no assurance that it will not be required to do so.

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, 2022 and December 31, 2021.

Table of Contents

FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

(in millions, except share and per share amounts)

Note 11. Financial Highlights

The following is a schedule of financial highlights of the Company for the nine months ended September 30, ~~2017~~2022 and the year ended December 31, ~~2016:~~

     Nine Months Ended
September 30, 2017
(Unaudited)    Year Ended
  December 31, 2016
Per Share Data:⁽¹⁾

Net asset value, beginning of period
   $ 9.41         $ 9.10
Results of operations⁽²⁾

Net investment income (loss)
   0.61         0.85
Net realized and unrealized appreciation (depreciation) on investments and secured borrowing and gain/loss on foreign currency
   0.08         0.35




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




Stockholder distributions⁽³⁾

Distributions from net investment income
   (0.67)        (0.89)
Distributions from net realized gain on investments
   —         —




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




Capital share transactions

Issuance of common stock⁽⁴⁾
   0.00         0.00




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




Net asset value, end of period
   $ 9.43         $ 9.41




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




Shares outstanding, end of period
   245,725,416         244,063,357




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




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




Ratio/Supplemental Data:

Net assets, end of period
   $ 2,316,693         $ 2,297,377
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%
Total amount of senior securities outstanding, exclusive of treasury securities
   $ 1,723,988         $ 1,702,789
Asset coverage per unit⁽⁹⁾
   2.34         2.35

~~(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.

~~(5)~~

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

2021:

Nine Months Ended September 30, 2022 Year Ended December 31, 2021
(Unaudited)
Per Share Data:(1)
Net asset value, beginning of period $ 27.17 $ 25.02
Results of operations(2)
Net investment income (loss) 2.25 2.76
Net realized gain (loss) and unrealized appreciation (depreciation) (2.17) 4.28
Net increase (decrease) in net assets resulting from operations 0.08 7.04
Stockholder distributions(3)
Distributions from net investment income (1.98) (2.47)
Distributions from net realized gain on investments — —
Net decrease in net assets resulting from stockholder distributions (1.98) (2.47)
Capital share transactions
Issuance of common stock(4)
— (2.20)
Repurchases of common stock(5)
0.03 0.01
Deduction of deferred costs(6)
— (0.23)
Net increase (decrease) in net assets resulting from capital share transactions 0.03 (2.42)
Net asset value, end of period $ 25.30 $ 27.17
Per share market value, end of period $ 16.95 $ 20.94
Shares outstanding, end of period 282,978,008 284,543,091
Total return based on net asset value(7)
0.40 % 18.47 %
Total return based on market value(8)
(10.94) % 41.45 %
Ratio/Supplemental Data:
Net assets, end of period $ 7,160 $ 7,730
Ratio of net investment income to average net assets(9)
11.08 % 10.36 %
Ratio of total operating expenses to average net assets(9)
10.27 % 9.35 %
Ratio of net operating expenses to average net assets(9)
9.49 % 8.82 %
Portfolio turnover(10)
21.48 % 49.82 %
Total amount of senior securities outstanding, exclusive of treasury securities $ 9,176 $ 9,179
Asset coverage per unit(11)
1.78 1.84

_______________

(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)For the year ended December 31, 2021, 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 2021 Merger at the fair value of FSK's common stock issued based on the shares outstanding resulting from the 2021 Merger.

(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.

(6)For the year ended December 31, 2021, represents the impact on NAV of merger accounting by the permanent write-off of the Company's deferred merger costs and FSKR's deferred costs and prepaid assets as well as the mark-to-market of FSKR's 4.25% Notes.

(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

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FS ~~Investment Corporation~~

KKR Capital Corp.

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

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

Note ~~10.~~11. 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)~~

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)~~

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

   Nine Months Ended
September 30, 2017

(Unaudited)
   Year Ended
December 31,
2016
Ratio of subordinated income incentive fees to average net assets
   2.17%    2.33%
Ratio of interest expense to average net assets
   3.42%    3.33%
Ratio of excise taxes to average net assets
   —        0.25%

~~(8)~~

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

~~(9)~~

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.~~

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 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.

(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.

(9)Weighted average net assets during the applicable period are used for this calculation. Ratios for the nine months ended September 30, 2022 are annualized. Annualized ratios for the nine months ended September 30, 2022 are not necessarily indicative of the ratios that may be expected for the year ending December 31, 2022. The following is a schedule of supplemental ratios for the nine months ended September 30, 2022 and year ended December 31, 2021:


	Nine Months Ended September 30, 2022		Year Ended December 31, 2021
	(Unaudited)

Ratio of net subordinated income incentive fees to average net assets	1.25	%	0.83	%
Ratio of interest expense to average net assets	4.44	%	4.10	%
Ratio of excise taxes to average net assets	0.02	%	0.21	%

(10)Portfolio turnover for the nine months ended September 30, 2022 is not annualized.

(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.

Note 12. Acquisition of FSKR

On June 16, 2021, the Company completed its acquisition of FSKR, pursuant the 2020 Merger Agreement. Pursuant to the 2020 Merger Agreement, Merger Sub merged with and into FSKR, with FSKR continuing as the surviving company and as a wholly-owned subsidiary of the Company, or the First Merger, and, immediately thereafter, FSKR merged with and into the Company, with the Company continuing as the surviving company, or together with the First Merger, the 2021 Merger.

In accordance with the terms of the 2020 Merger Agreement, each outstanding share of FSKR common stock was converted into the right to receive 0.9498 shares of the Company’s common stock. This exchange ratio was determined based on the closing net asset value, or NAV, per share of $26.77 and $25.42 for the Company and FSKR, respectively, as of June 14, 2021, to ensure that the NAV of shares investors would receive in FSK was equal to the NAV of the shares they held in FSKR. As a result, the Company issued an aggregate of approximately 161,374,028 shares of its common stock to former FSKR stockholders.

The 2021 Merger was considered a tax-free reorganization. The 2021 Merger was accounted for in accordance with the asset acquisition method of accounting as detailed in Accounting Standards Codification 805-50, Business Combinations—Related Issues. The fair value of the consideration paid by the Company in the 2021 Merger was allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and did not give rise to goodwill.

The following table summarized the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the 2021 Merger:

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FS KKR Capital Corp.

Notes to Unaudited Consolidated Financial Statements

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

Note 12. Acquisition of FSKR (continued)


Common stock purchased			$3,650
Total purchase price			$3,650
Assets acquired, at fair value:
Investments			$7,227
Cash and cash equivalents			293
Other assets			221
Total assets acquired			$7,741
Debt			3,794
Distributions payable			93
Other liabilities assumed			204
Total purchase price			$3,650

The company incurred $8 of professional fees and other costs associated with the 2021 Merger. Such costs were capitalized by the Company and included in the purchase price of the 2021 Merger. Deferred costs and prepaid assets of $19 were permanently written off. Additionally, the Company marked-to-market the fair value of FSKR's 4.25% Notes, which was $26 greater than its carrying amount.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(in millions, 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. and the "Advisor" refers to FS/KKR Advisor, LLC.

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;~~invest, including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;

•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 managed by the Advisor, FS Investments, KKR Credit or any ~~affiliate thereof;~~of their respective affiliates;

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

•general economic and political trends and other external factors, including the current COVID-19 pandemic and related disruptions caused thereby;

•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;

•geo-political risks;

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

•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 an investment advisory agreement, or the investment advisory agreement, and supervised by our board of directors, a majority of whom are independent. Under the investment advisory agreement, we have agreed to pay FB Advisor an annual base management fee based on the average value of our gross assets and an incentive fee based on our performance. FB Advisor has engaged GDFM to act as our investment~~sub-adviser.~~ ~~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~~seek to meet our investment objectives by:

•utilizing the experience and ~~intend~~expertise of the management team of the Advisor;

•employing a defensive investment approach focused on long-term credit performance and principal protection;

•focusing primarily on debt investments in a broad array of private U.S. companies, including middle-market companies, which we define as companies with annual EBITDA of $25 million to $100 million at the time of investment;

•investing primarily in established, stable enterprises with positive cash flows; and

•maintaining rigorous portfolio monitoring in an attempt to anticipate and pre-empt negative credit events within our portfolio, such as an event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company.

We 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 its industry relationships, to directly source~~affiliates. We define direct originations as any investment ~~opportunities. Such investments are originated~~where the Company's investment adviser, sub-adviser or ~~structured~~their affiliates had negotiated 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~~include participation in other originated transactions where there may be third parties involved, or a bank acting as an intermediary, for a closely held club, or similar transactions. These direct originations include investments ~~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~~originated by our ~~directly originated investments and provide a complement to~~former investment adviser, 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 such a way that maximizes the levered return potential of our portfolio.

former investment sub-adviser or their affiliates.

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 and certain asset-based financing 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”~~ “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~~or possibly the restructuring of an ~~institutional investor or private equity firm.~~investment. 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~~structures of our portfolio companies or otherwise make opportunistic ~~investments.~~

investments, such as where the market price of loans, bonds or other securities reflects a lower value than deemed warranted by the Advisor's

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fundamental analysis. Such investment opportunities 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~~to four years. However, ~~there is no limit on the~~we may invest in loans and securities with any maturity or ~~duration of any security in our portfolio.~~duration. 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-~~ “BBB-” by ~~Standard & Poor’s Ratings Services)~~S&P). We ~~also~~may invest without limit in~~non-rated~~ debt ~~securities.~~

or other securities of any rating, as well as debt or other securities that have not been rated by a NRSRO.

Acquisition of FSKR

On June 16, 2021, we completed the 2021 Merger. Pursuant to the 2020 Merger Agreement, Merger Sub merged with and into FSKR, with FSKR continuing as the surviving company and as a wholly-owned subsidiary of the Company, or the First Merger, and, immediately thereafter, FSKR merged with and into the Company, with the Company continuing as the surviving company. In accordance with the terms of the 2020 Merger Agreement, (i) each outstanding share of FSKR common stock was converted into the right to receive 0.9498 shares of the Company’s common stock. This exchange ratio was determined based on the closing net asset value, or NAV, per share of $26.77 and $25.42 for the Company and FSKR, respectively, as of June 14, 2021, to ensure that the NAV of shares investors will own in FSK is equal to the NAV of the shares they held in FSKR. As a result, the Company issued an aggregate of approximately 161,374,028 shares of its common stock to former FSKR stockholders. Following the consummation of the 2021 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.~~

The 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

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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 FBthe Advisor ~~or GDFM~~ in performing administrative services for us and administrative personnel paid by FBthe Advisor, to the extent they are not controlling persons of the Advisor or ~~GDFM. For additional information regarding these expenses, see our annual report on Form10-K~~ ~~for~~any of its affiliates, subject to the ~~year ended December 31, 2016.~~

limitations included in the investment advisory agreement and the administration agreement.

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~~2022 and for the Year Ended December 31, ~~2016~~

2021

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:~~

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




2022:

For the Three Months Ended
September 30, 2017 For the Nine Months Ended
September 30, 2017
New Investment Activity by Asset Class
    Purchases         Percentage         Purchases         Percentage
Senior Secured Loans—First Lien
$ 179,637 98% $ 754,203 74%
Senior Secured Loans—Second Lien
3,483 2% 62,269 6%
Senior Secured Bonds
— —     60,819 6%
Subordinated Debt
— —     117,572 11%
Collateralized Securities
264 0% 279 0%
Equity/Other
— —     26,613 3%

Total
$ 183,384 100% $ 1,021,755 100%

For the Three Months Ended For the Nine Months Ended
Net Investment Activity September 30, 2022 September 30, 2022
Purchases $ 907 $ 3,779
Sales and Repayments (951) (3,530)
Net Portfolio Activity $ (44) $ 249


	For the Three Months Ended								For the Nine Months Ended
	September 30, 2022								September 30, 2022
New Investment Activity by Asset Class	Purchases		Percentage		Sales and Repayments		Percentage		Purchases		Percentage		Sales and Repayments		Percentage
Senior Secured Loans—First Lien	$	444	49	%	$	558	59	%	$	2,143	57	%	$	1,883	53	%
Senior Secured Loans—Second Lien	78		9	%	55		6	%	121		3	%	259		7	%
Other Senior Secured Debt	1		0	%	—		—		1		0	%	—		—
Subordinated Debt	180		20	%	1		0	%	187		5	%	38		1	%
Asset Based Finance(1)	68		7	%	308		32	%	645		17	%	972		28	%
Credit Opportunities Partners JV, LLC	—		—		—		—		175		5	%	—		—
Equity/Other(1)	136		15	%	29		3	%	507		13	%	378		11	%
Total	$	907	100	%	$	951	100	%	$	3,779	100	%	$	3,530	100	%

(1) Equity/Other includes investments in preferred equity investments. During the three and nine months ended September 30, 2022, purchases of preferred equity investments were $128 and $451, respectively and sales and repayments of preferred equity investments were $0 and $109, respectively.

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The following table summarizes the composition of our investment portfolio at cost and fair value as of September 30, 2022 and December 31, 2021:


	September 30, 2022
	(Unaudited)						December 31, 2021
	Amortized Cost(1)		Fair Value		Percentage of Portfolio		Amortized Cost(1)		Fair Value		Percentage of Portfolio
Senior Secured Loans—First Lien	$	10,023	$	9,781	61.9	%	$	9,695	$	9,765	60.7	%
Senior Secured Loans—Second Lien	1,357		1,245		7.9	%	1,564		1,557		9.7	%
Other Senior Secured Debt	151		110		0.7	%	149		120		0.7	%
Subordinated Debt	380		255		1.6	%	188		111		0.7	%
Asset Based Finance(2)	1,942		1,826		11.6	%	2,132		2,245		13.9	%
Credit Opportunities Partners JV, LLC	1,572		1,466		9.3	%	1,397		1,396		8.7	%
Equity/Other(2)	1,253		1,109		7.0	%	932		907		5.6	%
Total	$	16,678	$	15,792	100.0	%	$	16,057	$	16,101	100.0	%

(1) Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.
(2) As of September 30, 2022, Equity/Other included $750 of preferred equity investments.


The following table presents certain selected information regarding the composition of our investment portfolio as of September 30, 2022 and December 31, 2021:


	September 30, 2022	December 31, 2021
Number of Portfolio Companies	195	189
% Variable Rate Debt Investments (based on fair value)(1)(2)	70.9%	69.7%
% Fixed Rate Debt Investments (based on fair value)(1)(2)	8.7%	10.2%
% Other Income Producing Investments (based on fair value)(3)	13.5%	13.1%
% Non-Income Producing Investments (based on fair value)(2)	4.4%	5.1%
% of Investments on Non-Accrual (based on fair value)	2.5%	1.9%
Weighted Average Annual Yield on Accruing Debt Investments(2)(4)	11.1%	9.2%
Weighted Average Annual Yield on All Debt Investments(5)	10.3%	8.7%

_____________________

(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 on non-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 ~~following table summarizes~~Weighted Average Annual Yield on Accruing Debt Investments is computed as (i) the ~~composition~~sum of ~~our investment portfolio at~~(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 ~~and fair value~~of Debt Investments included in the calculated group as of the end of the applicable reporting period. Stated annual interest rate for floating rate Debt Investments assumes the greater of (a) the respective base rate in effect as of September 30, ~~2017~~2022, and ~~December 31, 2016:~~

September 30, 2017
(Unaudited) December 31, 2016
  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%
Senior Secured Loans—Second Lien
213,822 191,494 5% 619,892 599,155 16%
Senior Secured Bonds
189,292 198,702 5% 205,657 159,470 4%
Subordinated Debt
553,331 555,785 14% 498,080 454,045 12%
Collateralized Securities
48,471 57,509 1% 59,225 72,058 2%
Equity/Other
400,973 535,204 14% 368,927 506,647 14%

Total
$   3,772,839 $   3,911,399 100% $   3,743,940 $   3,726,816 100%

~~(1)~~

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

(b) the stated base rate floor. The ~~following table presents certain selected information regarding~~base rate utilized in this calculation may not be indicative of the ~~composition of our investment portfolio~~base rates for specific contracts as of September 30, ~~2017~~2022.

(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 ~~December 31, 2016:~~

             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%

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. Stated annual interest rate for floating rate Debt Investments assumes the greater of (a) the respective base rate in effect as of September 30, 2022, and (b) the stated base rate floor. The base rate utilized in this calculation may not be indicative of the base rates for specific contracts as of September 30, 2022.

For the nine months ended September 30, ~~2017,~~2022, our total return based on net asset value was ~~7.33%~~0.40% and our total return based on market value was ~~(11.80)~~(10.94)%. For the year ended December 31, ~~2016,~~2021, our total return based on net asset value was ~~13.19%~~18.47% and our total return based on market value was ~~25.91%~~41.45%.

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

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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~~Direct Originations as of September 30, ~~2017~~2022 and December 31, ~~2016:~~

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%
2021:

Characteristics of All Direct Originations held in Portfolio September 30, 2022 December 31, 2021
Number of Portfolio Companies 177 167
% of Investments on Non-Accrual (based on fair value) 2.5% 1.9%
Total Cost of Direct Originations $15,934.6 $15,341.3
Total Fair Value of Direct Originations $15,247.3 $15,433.3
% of Total Investments, at Fair Value 96.6% 95.9%
Weighted Average Annual Yield on Accruing Debt Investments(1)
11.1% 8.9%
Weighted Average Annual Yield on All Debt Investments(2)
10.3% 8.5%

_____________________

(1)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. Does not include Debt Investments on non-accrual status. Stated annual interest rate for floating rate Debt Investments assumes the greater of (a) the respective base rate in effect as of September 30, 2022, and (b) the stated base rate floor. The base rate utilized in this calculation may not be indicative of the base rates for specific contracts as of September 30, 2022.

(2)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. Stated annual interest rate for floating rate Debt Investments assumes the greater of (a) the respective base rate in effect as of September 30, 2022, and (b) the stated base rate floor. The base rate utilized in this calculation may not be indicative of the base rates for specific contracts as of September 30, 2022.

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Portfolio Composition by ~~Strategy~~

Industry Classification

The table below ~~summarizes the composition of our investment portfolio~~describes investments by ~~strategy~~industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such ~~strategies~~industries as of September 30, ~~2017~~2022 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.~~

2021:


	September 30, 2022
	(Unaudited)				December 31, 2021
Industry Classification	Fair Value		Percentage of Portfolio		Fair Value		Percentage of Portfolio
Automobiles & Components	$	36	0.2	%	$	89	0.5	%
Banks	—		—		15		0.1	%
Capital Goods	2,224		14.1	%	2,281		14.2	%
Commercial & Professional Services	1,673		10.6	%	1,615		10.0	%
Consumer Durables & Apparel	290		1.8	%	551		3.4	%
Consumer Services	200		1.3	%	393		2.4	%
Credit Opportunities Partners JV, LLC	1,466		9.3	%	1,396		8.7	%
Diversified Financials	634		4.0	%	672		4.2	%
Energy	288		1.8	%	241		1.5	%
Food & Staples Retailing	268		1.7	%	296		1.8	%
Food, Beverage & Tobacco	189		1.2	%	256		1.6	%
Health Care Equipment & Services	1,976		12.5	%	1,613		10.0	%
Household & Personal Products	246		1.6	%	227		1.4	%
Insurance	950		6.0	%	898		5.6	%
Materials	190		1.2	%	211		1.3	%
Media & Entertainment	627		4.0	%	720		4.5	%
Pharmaceuticals, Biotechnology & Life Sciences	202		1.3	%	235		1.5	%
Real Estate	818		5.2	%	876		5.4	%
Retailing	287		1.8	%	288		1.8	%

Software & Services	2,847		18.0	%	2,698		16.8	%
Technology Hardware & Equipment	5		0.0	%	42		0.3	%
Telecommunication Services	79		0.5	%	128		0.8	%
Transportation	297		1.9	%	360		2.2	%

Total	$	15,792	100.0	%	$	16,101	100.0	%

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		Performing investment—generally executing in accordance with plan and there are no concerns about the portfolio company’s performance or ability to meet covenant requirements.

~~Investment~~ ~~Rating~~2		~~Summary Description~~
1	~~Investment exceeding expectations and/or capital gain expected.~~

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.

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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~~2022 and December 31, ~~2016:~~

   September 30, 2017    December 31, 2016
Investment Rating
   Fair
Value    Percentage of
Portfolio    Fair
Value    Percentage of
Portfolio
1
   $ 444,424    11%    $ 383,790    10%
2
   3,204,381    82%    3,049,433    82%
3
   212,817    6%    242,608    7%
4
   —    —       —    —
5
   49,777    1%    50,985    1%








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

2021:


	September 30, 2022				December 31, 2021
Investment Rating	Fair Value		Percentage of Portfolio		Fair Value		Percentage of Portfolio
1	$	11,881	75	%	$	12,602	78	%
2	3,252		21	%	2,468		15	%
3	207		1	%	748		5	%
4	452		3	%	283		2	%
Total	$	15,792	100	%	$	16,101	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~~2022 and September 30, ~~2016~~

2021

Revenues

Our investment income for the three and nine months ended September 30, 2022 and 2021 was as follows:


	Three Months Ended September 30,								Nine Months Ended September 30,
	2022				2021				2022				2021
	Amount		Percentage of Total Income		Amount		Percentage of Total Income		Amount		Percentage of Total Income		Amount		Percentage of Total Income
Interest income	$	279	67.9	%	$	239	66.4	%	$	787	66.4	%	$	442	61.6	%
Paid-in-kind interest income	39		9.5	%	35		9.7	%	122		10.3	%	70		9.8	%
Fee income	26		6.3	%	31		8.6	%	68		5.7	%	65		9.1	%
Dividend income	67		16.3	%	55		15.3	%	209		17.6	%	140		19.5	%
Total investment income(1)	$	411	100.0	%	$	360	100.0	%	$	1,186	100.0	%	$	717	100.0	%

___________

(1)Such revenues represent $354 and $301 of cash income earned as well as $57 and $59 in non-cash portions relating to accretion of discount and PIK interest for the three months ended September 30, ~~2017~~2022 and ~~2016 was~~2021, respectively, and represent $1,006 and $613 of cash income earned as ~~follows:~~

   Three Months Ended September 30,
   2017 2016
   Amount    Percentage of
Total Income Amount    Percentage of
Total Income
Interest income
   $ 86,763    84 % $ 88,520    88 %
Paid-in-kind interest income
   10,670    10 % 7,823    8 %
Fee income
   6,237    6 % 4,214    4 %
Dividend income
   21    0 % —    —






Total investment income⁽¹⁾
   $     103,691    100 % $     100,557    100 %

~~(1)~~

~~Such revenues represent $91,979 and $91,012 of cash income earned as well as $11,712 and $9,545 innon-cash~~ ~~portions relating to accretion of discount and PIK interest for the three 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~~well as $180 and $104 in non-cash portions relating to accretion of discount and PIK interest ~~income during~~for the ~~three~~nine months ended September 30, ~~2017 compared~~2022 and 2021, respectively. Cash flows related to ~~the three months ended September 30, 2016 was primarily due to recent prepayments~~such non-cash revenues may not occur for a number of ~~higher-yielding assets during the three months ended September 30, 2017.~~ reporting periods or years after such revenues are recognized.

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 ~~fee~~interest income during the three months ended September 30, ~~2017~~2022 compared to the three months ended September 30, ~~2016 was~~2021 can be primarily ~~due~~attributed to ~~prepayments of certain~~the rising interest rate environment. The increase in interest income during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 can primarily be attributed to the rising rate environment, along with the increase in assets resulting from the 2021 Merger.

The decrease in fee income for the three months ended September 30, 2022 compared to the three months ended September 30, 2021 can primarily be attributed to reduced structuring activity during the three months ended September 30, ~~2017.~~

2022.

The increase in dividend income during the three and nine months ended September 30, 2022 compared to the three and nine months ended September 30, 2021 can primarily be attributed to the increase in dividends paid in respect to our investment in Credit Opportunities Partners JV, LLC.

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Expenses

Our operating expenses for the three and nine months ended September 30, ~~2017~~2022 and ~~2016~~2021 were as follows:

   Three Months Ended September 30,
           2017                    2016
Management fees
   $ 18,038    $ 17,872
Subordinated income incentive fees⁽¹⁾
   12,662    12,250
Administrative services expenses
   750    750
Accounting and administrative fees
   254    243
Interest expense
   19,885    18,283
Directors’ fees
   277    277
Expenses associated with our independent audit and related fees
   114    123
Legal fees
   147    205
Printing fees
   300    553
Stock transfer agent fees
   45    30
Other
   571    968




Total operating expenses
   $             53,043    $             51,554

~~(1)~~

~~See Note 2 to our unaudited consolidated financial statements included herein~~


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Management fees	$	61	$	58	$	186	$	113
Subordinated income incentive fees	40		35		117		43
Administrative services expenses	4		5		12		9
Accounting and administrative fees	2		1		4		2
Interest expense	96		70		256		158
Other expenses	6		5		16		12
Total operating expenses	209		174		591		337
Incentive fee waiver	(15)		(15)		(45)		(15)
Net operating expenses before taxes	194		159		546		322
Excise taxes	1		—		1		—
Total net expenses, including excise taxes	$	195	$	159	$	547	$	322

The following table reflects selected expense ratios as a percent of average net assets for ~~additional information regarding the calculation of incentive fees.~~

~~During~~ the three and nine months ended September 30, ~~2017~~2022 and ~~2016,~~2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Ratio of operating expenses to average net assets	2.79	%	2.26	%	7.70	%	6.85	%
Ratio of incentive fee waiver to average net assets(1)	(0.20)	%	(0.19)	%	(0.58)	%	(0.30)	%
Ratio of net operating expenses to average net assets	2.59	%	2.07	%	7.12	%	6.55	%




Ratio of net incentive fees, interest expense and excise taxes to average net assets(1)	1.62	%	1.17	%	4.28	%	3.78	%
Ratio of net operating expenses, excluding certain expenses, to average net assets	0.97	%	0.90	%	2.84	%	2.77	%

__________

(1)Ratio data may be rounded in order to recompute the ending ratio of ~~our~~net operating expenses to ~~our~~ average net assets ~~was 2.32% and 2.29%, respectively. Our ratio of~~or net operating expenses, excluding certain expenses, to ~~our~~ average net ~~assets~~assets.

The increase in expenses during the three months ended September 30, ~~2017 and 2016 includes $19,885 and $18,283, respectively, related~~2022 compared 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~~2021 can primarily be attributed to an increase in subordinated income incentive fees and ~~2016, respectively.~~ interest expense as a result of the rising rate environment.

The increase in expenses during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 can primarily be attributed to the increased management fee as a result of the higher asset base from the 2021 Merger, the increased subordinated income incentive fee pursuant to the terms of the investment advisory agreement following the 2021 Merger and increased interest expense resulting from the higher debt outstanding due to the 2021 Merger.

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~~$216 ($~~0.21~~0.76 per share) and ~~$49,003~~$201 ($~~0.20~~0.71 per share) for the three months ended September 30, ~~2017~~2022 and ~~2016,~~2021, 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.~~

2022 compared to the three months ended September 30, 2021 can primarily be attributed to higher investment income during the three months ended September 30, 2022 as discussed above.

Our net investment income totaled $639 ($2.25 per share) and $395 ($2.11 per share) for the nine months ended September 30, 2022 and 2021, respectively. The increase in net investment income during the nine months ended September 30, 2022 compared to

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the nine months ended September 30, 2021 can primarily be attributed to higher investment income during the three months ended September 30, 2022 as discussed above.

Net Realized Gains or Losses

Our net realized gains (losses) on investments, foreign currency forward contracts and foreign currency for the three and nine months ended September 30, 2022 and 2021 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net realized gain (loss) on investments(1)	$	63	$	197	$	214	$	123

Net realized gain (loss) on foreign currency forward contracts	2		0		9		0

Net realized gain (loss) on foreign currency	5		(1)		12		(4)
Total net realized gain (loss)	$	70	$	196	$	235	$	119

______________

(1)We sold investments and received principal repayments, respectively, of ~~$41,655~~$488 and ~~$183,828, respectively,~~$463 during the three months ended September 30, ~~2017, from which we realized a net loss of $18,216 as a result of the disposition of certain portfolio investments. We also realized a net loss of $19 from settlements on foreign currency~~2022 and $867 and $939 during the three months ended September 30, ~~2017.~~2021. We sold investments and received principal repayments, respectively, of ~~$99,282~~$1,724 and ~~$191,482, respectively,~~$1,806 during the nine months ended September 30, 2022 and $1,300 and $2,420 during the nine months ended September 30, 2021.

Provision for Taxes on Realized Gains on Investments

We recorded a provision for taxes on realized gains with respect to one of our equity investments of $0 and $0 during the three 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~~2022 and 2021, and $(3) and $0 during the ~~three~~nine months ended September 30, ~~2016.~~

2022 and 2021, respectively.

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, foreign forward currency forward contracts 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, the~~2022 and 2021 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net change in unrealized appreciation (depreciation) on investments	$	(451)	$	(142)	$	(930)	$	784

Net change in unrealized appreciation (depreciation) on foreign currency forward contracts	15		5		31		8

Net change in unrealized gain (loss) on foreign currency	23		10		53		28
Total net change in unrealized appreciation (depreciation)	$	(413)	$	(127)	$	(846)	$	820

The net change in unrealized appreciation (depreciation) ~~on investments~~during the three and ~~secured borrowing totaled $63,897 and the~~nine months ended September 30, 2022 was driven primarily by a general widening of credit spreads. The net change in unrealized ~~gain (loss) on foreign currency totaled $(954).~~

appreciation (depreciation) during the nine months ended September 30, 2021 was driven primarily by $628 of appreciation resulting from the merger accounting associated with the 2021 Merger, as well as strong performance of one portfolio company during the quarter.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended September 30, ~~2017,~~2022, the net ~~increase~~decrease in net assets resulting from operations was ~~$85,398~~$(127) ($~~0.35~~(0.45) per share) compared to a net increase in net assets resulting from operations of ~~$114,369~~$270 ($~~0.47~~0.95 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.~~

2021.

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~~

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,~~2022, the net increase in net assets resulting from operations was ~~$167,233~~$25 ($~~0.68~~0.09 per share), compared to a net increase in net assets resulting from operations of ~~$242,429~~$1,334 ($~~1.00~~7.13 per share) during the nine months ended September 30, ~~2016.~~

2021.

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Financial Condition, Liquidity and Capital Resources

Overview

As of September 30, ~~2017,~~2022, we had ~~$178,991~~$266 in cash and foreign currency, which we or our wholly-owned financing subsidiaries held in custodial accounts, and ~~$261,369~~$2,114 in borrowings available under our financing arrangements, subject to borrowing base and other limitations. As of September 30, ~~2017,~~2022, we also ~~had~~held broadly syndicated investments and opportunistic investments that we believe could be sold to create additional liquidity. As of September 30, ~~2017,~~2022, we had ~~twenty~~ unfunded debt investments with aggregate unfunded commitments of ~~$176,450, one~~$1,042.4, unfunded ~~commitment to purchase up to $295 in shares~~equity/other commitments of ~~preferred stock~~$362.8 and ~~one~~ unfunded ~~commitment to purchase up to $16 in shares~~commitments of ~~common stock.~~$560.2 of Credit Opportunities Partners JV, 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, 2022, the aggregate amount outstanding of the senior securities issued by us was $9.2 billion. As of September 30, 2022, our asset coverage was 178%. 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.

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Financing Arrangements

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

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

~~(1)~~

~~The carrying amount outstanding under the facility approximates its fair value.~~

~~(2)~~

Amount includes borrowing in Euros and Canadian dollars. Euro balance outstanding of €41,780 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.18 as of September 30, 2017 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD $20,987 has been converted to U.S dollars at an exchange rate of CAD $1.00 to $0.80 as of September 30, 2017 to reflect total amount outstanding in U.S. dollars.

2022:


	As of September 30, 2022 (Unaudited)
Arrangement	Type of Arrangement	Rate	Amount Outstanding		Amount Available		Maturity Date
Ambler Credit Facility(2)(9)	Revolving Credit Facility	SOFR+2.15%(1)	$	144	$	56	November 22, 2025
Burholme Prime Brokerage Facility(2)(9)	Prime Brokerage Facility	L+1.25%(1)	—		—		March 28, 2023
CCT Tokyo Funding Credit Facility(2)	Revolving Credit Facility	L+1.75% - 2.00%(1)(3)	290		10		June 2, 2025
Darby Creek Credit Facility(2)(9)	Revolving Credit Facility	L+1.85%(1)	243		7		February 26, 2025
Dunlap Credit Facility(2)(9)	Revolving Credit Facility	L+1.85%(1)	478		22		February 26, 2025
Meadowbrook Run Credit Facility(2)(9)	Revolving Credit Facility	SOFR+2.05%(1)	259		41		November 22, 2024
Senior Secured Revolving Credit Facility(2)	Revolving Credit Facility	SOFR+1.75% - 1.875%(1)(4)	2,665(5)		1,978(6)		May 17, 2027
4.625% Notes due 2024(7)	Unsecured Notes	4.63%	400		—		July 15, 2024
1.650% Notes due 2024(7)	Unsecured Notes	1.65%	500		—		October 12, 2024
4.125% Notes due 2025(7)	Unsecured Notes	4.13%	470		—		February 1, 2025
4.250% Notes due 2025(7)(9)	Unsecured Notes	4.25%	475		—		February 14, 2025
8.625% Notes due 2025(7)	Unsecured Notes	8.63%	250		—		May 15, 2025
3.400% Notes due 2026(7)	Unsecured Notes	3.40%	1,000		—		January 15, 2026
2.625% Notes due 2027(7)	Unsecured Notes	2.63%	400		—		January 15, 2027
3.250% Notes due 2027(7)	Unsecured Notes	3.25%	500		—		July 15, 2027
3.125% Notes due 2028(7)	Unsecured Notes	3.13%	750		—		October 12, 2028
CLO-1 Notes(2)(8)	Collateralized Loan Obligation	L+1.85% - 3.01%(1)	352		—		January 15, 2031
Total			$	9,176	$	2,114

___________

(1)The benchmark rate is subject to a 0% floor.

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

(3)The spread over the benchmark rate is determined by reference to the amount outstanding under the facility.

(6)The amount available for borrowing under the Senior Secured Revolving Credit Facility is reduced by any standby letters of credit issued under the Senior Secured Revolving Credit Facility. As of September 30, 2022, $12 of such letters of credit have been issued.

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~~tenth month following the close of a tax year or the due date of the tax return for such tax year, including

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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~~tax 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~~“capital gain net ~~income”~~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.~~

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~~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~~2022 or ~~2016~~2021 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~~2022 and ~~2016:~~

   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

2021:


	Distribution
For the Three Months Ended	Per Share		Amount
Fiscal 2021
March 31, 2021	$	0.60	$	74
June 30, 2021	0.60		75
September 30, 2021	0.65		186
Total	$	1.85	$	335
Fiscal 2022
March 31, 2022	$	0.63	$	179
June 30, 2022	0.68		193
September 30, 2022	0.67		190
Total	$	1.98	$	562

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 and 2016.~~

distributions.

Recent Developments

None.

Critical Accounting Policies

and Estimates

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

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expenses during the reporting periods. Management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming the 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. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies is integral to understanding our financial statements. We describe our most significant accounting policies in “Note 2. Summary of Significant Accounting Policies” in our consolidated financial statements. 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~~We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as necessary based on changing conditions. We have identified one of our accounting policies, valuation of portfolio investments, specifically the ~~financial statements, management has made~~valuation of Level 3 investments, as critical because it involves significant judgments and assumptions about highly complex and inherently uncertain matters, and the use of reasonably different estimates and assumptions ~~that affect the~~could have a material impact on our 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.~~or financial condition. 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~~

Our board of directors is responsible for overseeing the ~~net asset value~~valuation of our ~~investment~~ portfolio ~~each quarter. Securities are valued~~investments at fair value as determined in good faith pursuant to the Advisor's valuation policy. As permitted by ~~our board~~Rule 2a-5 of ~~directors. In connection with that determination, FB Advisor provides~~the 1940 Act, our board of directors has designated the Advisor as our valuation designee with day-to-day responsibility for implementing the 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.~~

process set forth in the Advisor's valuation policy.

Accounting Standards Codification Topic 820,Fair Value Measurements and Disclosure, or ASC Topic 820, issued by the FASB 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.

The Advisor determines the fair value of our investment portfolio each quarter. Securities that are publicly-traded with readily available market prices will be valued at the reported closing price on the valuation date. Securities that are not publicly-traded with readily available market prices will be valued at fair value as determined in good faith by the Advisor. In connection with that determination, the Advisor will prepare 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 pricing and valuation services.

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 by the Advisor facilitating the delivery of updated quarterly financial and other information relating to each investment to an independent third-party pricing or valuation service;

•the independent third-party pricing or valuation service then reviews and analyzes the information, along with ~~FB Advisor’s management team reviewing~~relevant market and ~~documenting~~economic data, and determines proposed valuations offor each portfolio company or investment ~~which valuations may be obtained from an~~according to the valuation methodologies in the Advisor's valuation policy and communicates the information to the Advisor in the form of a valuation range for Level 3 assets;

•the Advisor then reviews the preliminary valuation information for each portfolio company or investment and provides feedback about the accuracy, completeness and timeliness of the valuation-related inputs considered by the independent third-party pricing or valuation service ~~if applicable;~~and any suggested revisions thereto prior to the independent third-party pricing or valuation service finalizing its valuation range;

~~FB Advisor’s management team~~•the Advisor then provides the valuation committee with ~~the preliminary valuations~~its valuation determinations and valuation-related information for each portfolio company or ~~investment;~~investment, along with any applicable supporting materials; and other information that is relevant to the fair valuation process as required by the Advisor's board reporting obligations;

~~preliminary valuations are then discussed~~

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•the valuation committee meets with the Advisor to receive the relevant quarterly reporting from the Advisor and to discuss any questions from the valuation committee in connection with the valuation ~~committee;~~

~~our~~committee's role in overseeing the fair valuation ~~committee reviews~~process; and

•following the preliminary valuations and FB Advisor’s management team, together with our independent third-party valuation services, if applicable, supplement the preliminary valuations to reflect any comments provided by the valuation committee;

~~following~~completion of its ~~review,~~fair value oversight activities, the valuation committee ~~will recommend that~~(with the assistance of the Advisor) provides our board of directors ~~approve our fair valuations; and~~

~~our board of directors discusses~~with a report regarding 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 FB Advisor, thequarterly valuation ~~committee and any independent third-party valuation services, if applicable.~~process.

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~~the Advisor may use any ~~approved~~ independent third-party pricing or valuation ~~services.~~services for which it has performed the appropriate level of due diligence. However, ~~our board of directors~~the Advisor 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 FB~~sourced by the Advisor or provided by any ~~approved~~ independent third-party valuation or pricing service that ~~our board of directors~~the Advisor 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 and any ~~approved~~ independent third-party valuation services ~~and our board of directors~~ may consider when determining the fair value of our investments.

The valuation methods utilized for each portfolio company may vary depending on industry and company-specific considerations. Typically, the first step is to make an assessment as to the enterprise value of the portfolio company's business in order to establish whether the portfolio company's enterprise value is greater than the amount of its debt as of the valuation date. This analysis helps to determine a risk profile for the applicable portfolio company and its related investments, and the appropriate valuation methodology to utilize as part of the security valuation analysis. The enterprise valuation may be determined using a market or income approach.

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, wethe Advisor may incorporate these factors into discounted cash flow models to arrive at fair value. Various methods may be used to determine the appropriate discount rate in a discounted cash flow model.

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~~the 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, 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, 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 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~~The Advisor 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 delegated~~day-to-day~~ responsibility for implementing our valuation policy to FB Advisor’s management team, and has authorized FB Advisor’s management team 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 FB 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. 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 be~~written-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 and other~~non-recurring~~ ~~upfront fees are recorded as fee income when earned. 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 and 2016, we did not incur any interest or penalties.

~~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~~2022 and ~~2016.~~

~~A summary~~2021.

Table of ~~our significant contractual payment obligations for the repayment of outstanding indebtedness at September 30, 2017 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    —

~~(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 will mature, and all accrued and unpaid interest thereunder will be due and payable, on March 16, 2021. Amount includes borrowing in Euros and Canadian dollars. Euro balance outstanding of €41,780 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.18 as of September 30, 2017 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD $20,987 has been converted to U.S dollars at an exchange rate of CAD $1.00 to $0.80 as of September 30, 2017 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.~~

Contents

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~~

Item 3. Quantitative and ~~an incentive fee based on our performance. The investmentsub-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.~~

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%~~2022, 70.9% of our portfolio investments (based on fair value) ~~paid~~were debt investments paying variable interest rates ~~21.0% paid~~and 8.7% were debt investments paying fixed interest rates ~~2.7%~~while 13.5% were other income producing ~~equity or other~~investments, 4.4% consisted of non-income producing investments, and the remaining ~~11.0%~~2.5% consisted of~~non-income~~ ~~producing equity or other investments.~~ investments on non-accrual 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, Locust Street credit facility~~Ambler Credit Facility, CCT Tokyo Funding Credit Facility, Darby Creek Credit Facility, Dunlap Credit Facility, Meadowbrook Run Credit Facility, Senior Secured Revolving Credit Facility and ~~secured borrowing arrangement,~~the CLO-1 Notes, we borrow at a floating rate based on a benchmark interest rate. Under the ~~indenture~~indentures governing the ~~4.000%~~4.625% notes, the 1.650% notes, the 4.125% notes, the 4.250% notes, the 8.625% notes, the 3.400% notes, the 2.625% notes, the 3.250% notes and the ~~4.750%~~3.125% 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~~2022 (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
Down 100 basis points
   $ (8,436 ) $ (5,808 ) $ (2,628 ) (0.9 )%
No change
   — — — —
Up 100 basis points
   $ 24,613 $ 5,808 $ 18,805 6.7 %
Up 300 basis points
   $ 75,794 $ 17,424 $ 58,370 20.8 %
Up 500 basis points
   $         126,994 $         29,039 $         97,955         34.9 %

~~(1)~~

~~Assumes no defaults or prepayments by portfolio companies over the next twelve months.~~


Basis Point Change in Interest Rates	Increase (Decrease) in Interest Income(1)		Increase (Decrease) in Interest Expense(2)		Increase (Decrease) in Net Interest Income		Percentage Change in Net Interest Income
Down 100 basis points	$	(116)	$	(44)	$	(72)	(6.8)	%
Down 50 basis points	(58)		(22)		(36)		(3.4)	%
Up 50 basis points	58		22		36		3.4	%
Up 100 basis points	116		44		72		6.8	%
Up 150 basis points	174		66		108		10.2	%
Up 200 basis points	232		88		144		13.6	%
Up 250 basis points	290		110		180		17.0	%

_______________

(1)Assumes no defaults or prepayments by portfolio companies over the next twelve months.

(2)Assumes current debt outstanding as of September 30, 2022, and no changes 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~~2022 and ~~2016,~~2021, 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.

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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, 2022, 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, 2022 to hedge against foreign currency risks.


	Investments Denominated in Foreign Currencies As of September 30, 2022								Economic Hedging As of September 30, 2022
	Cost in Local Currency		Cost in US$		Fair Value		Reduction in Fair Value as of September 30, 2022 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$	104.3	$	67.1	$	60.3	$	6.0	A$	5.2	$	3.3
British Pound Sterling	£	122.8	136.7		115.6		11.6		£	19.6	21.9
Canadian Dollars	$	45.2	32.9		31.9		3.2		$	10.3	7.5
Euros	€	474.5	464.1		207.9		20.8		€	65.2	64.0
Icelandic Krona	ISK	1,458.5	10.1		9.1		0.9		—		—
Norwegian Krone	NOK	485.2	44.6		37.7		3.8		NOK	45.9	4.2
Swedish Krona	SEK	1,346.8	121.0		81.2		8.1		SEK	1,024.3	91.9
Total			$	876.5	$	543.7	$	54.4			$	192.8

_______________

(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, 2022, the net contractual amount of our foreign currency forward contracts totaled $192.8, all of which related to hedging of our foreign currency denominated debt investments. As of September 30, 2022, we had outstanding borrowings denominated in foreign currencies of €201, CAD34, £96 and AUD80 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.~~

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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.~~

2022.

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~~2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

~~Item 1.~~

~~Legal Proceedings.~~

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.~~

Item 1A. Risk Factors.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that appeared under Item 1A. “Risk Factors” in our most recent Annual Report on Form 10-K. There ~~have been~~are no material changes from the risk factors ~~set forth~~included within our most recent Annual Report on Form 10-K other than the risks described below.

The Russian invasion of Ukraine may have a material adverse impact on us and our portfolio companies.

The conflict between Russia and Ukraine could lead to disruption, instability and volatility in global markets, economies and industries that could negatively impact our ~~annual report on Form10-K~~business, results of operations and financial condition. The conflict has already resulted in significant volatility in certain equity, debt and currency markets, material increases in certain commodity prices, and economic uncertainty. The conflict may escalate and its resolution is unclear. The U.S. government and other governments have imposed severe sanctions against Russia and Russian interests and threatened additional sanctions and controls. Sanctions and export control laws and regulations are complex, frequently changing, and increasing in number, and they may impose additional legal compliance costs or business risks associated with our operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In November 2020, the Company’s board of directors authorized a stock repurchase program, which went into effect in September 2021 following the consummation of the 2021 Merger, or the Share Repurchase Program. Under the Share Repurchase Program originally approved by the Company's board of directors, the Company was permitted to repurchase up to $100 in the aggregate of its outstanding common stock in the open market at prices below the then-current net asset value per share. On September 15, 2022, the program expired and was terminated pursuant to the terms of the program. On October 31, 2022, the board of directors approved a renewal of the Share Repurchase Program. The program will provide for aggregate purchases of the Company’s common stock in amount up to to $54, which is the aggregate amount remaining of the $100 amount originally approved by the board of directors. The timing, manner, price and amount of any share repurchases is 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 Share Repurchase Program does not require the Company to repurchase any specific number of shares and the Company cannot assure stockholders that any shares will be repurchased under the program. The Share Repurchase Program may be suspended, extended, modified or discontinued at any time.

During the nine months ended September 30, 2022, the Company repurchased 1,565,083 shares of common stock pursuant to the Share Repurchase Program at an average price per share (inclusive of commissions paid) of $21.12 (totaling $33).

As previously disclosed, certain affiliates of the owners of the Advisor committed $100 to a $350 investment vehicle, or the Affiliated Purchaser, that may invest from time to time in shares of the Company. In September 2021, that investment vehicle entered into a written trading plan with a third party broker in accordance with Rule 10b5-1 and Rule 10b-18 promulgated under the Exchange Act, or the September 2021 Affiliated Purchaser Program, to facilitate the purchase of shares of our common stock pursuant to the terms and conditions of such plan. The September 2021 Affiliated Purchaser Program provides for the ~~year~~purchase of up to $100 worth of shares of our common stock, subject to the limitations provided therein. The September 2021 Affiliated Purchase Program has concluded since the aggregate repurchase amount under the plan has been expended.

In December 2021, that investment vehicle entered into a written trading plan with a third party broker in accordance with Rule 10b5-1 and Rule 10b-18 promulgated under the Exchange Act, or the December 2021 Affiliated Purchaser Program and, together with the September 2021 Affiliated Purchaser Program, the Affiliated Purchaser Program, to facilitate the purchase of shares of our common stock pursuant to the terms and conditions of such plan. The December 2021 Affiliated Purchaser Program provided for the purchase of up to $70 worth of shares of our common stock, subject to the limitations provided therein. The December 2021 Affiliated Purchaser Program has concluded since the aggregate repurchase amount under the plan has been expended.

During the nine months ended ~~December 31, 2016.~~

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds.~~

September 30, 2022, the Affiliated Purchaser Program purchased 3,100,501 shares of common stock at an average price per share (inclusive of commissions paid) of $21.93 (totaling $68).

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The table below provides information concerning purchases of our shares of common stock by or on behalf of the Company or any ~~“affiliated~~"affiliated purchaser,”" as defined by Rule10b-18(a)(3) promulgated under the Exchange Act during the quarterly period ended September 30, ~~2017.~~2022. Dollar amounts in the table below and the related notes are presented in ~~thousands,~~millions, except for share and per share 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(2)	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2022 through July 31, 2022	241,847	$	20.61	241,847	$	60
August 1, 2022 through August 31, 2022	132,479	21.97		132,479	57
September 1, 2022 through September 30, 2022	118,494	21.06		118,494	54
	492,820	$	21.09	492,820

___________

(1)Amount includes commissions paid.

(2)Includes amounts pursuant to the Share Repurchase Program and the Affiliated Purchaser Program.

Item 3. Defaults upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Board of Directors

On November 1, 2022, Todd C. Builione submitted his resignation from the Company’s board of directors, effective immediately. Mr. Builione’s resignation was not the result of a disagreement with the Company on any matter relating to its operations, policies or practices, but instead was for the purpose of allowing him to focus on other endeavors for KKR & Co., Inc. and to transition the position on the board of directors to Daniel Pietrzak, the Company’s Chief Investment Officer and Co-President. The board of directors, upon recommendation from its Nominating and Corporate Governance Committee, has appointed Daniel Pietrzak to fill the vacant seat created by Mr. Builione’s resignation, effective as of November 4, 2022, to serve as a Class B member of the board of directors for the remainder of the full term of such Class B directorship.

Mr. Pietrzak previously served as the Co-President and Chief Investment Officer of FSKR until its merger with the Company in June 2021. Mr. Pietrzak joined KKR in 2016 and is a partner and serves as the Co-Head of Private Credit and a portfolio manager for KKR’s private credit funds and portfolios. Prior to joining KKR, Mr. Pietrzak was a managing director and the Co-Head of Deutsche Bank’s Structured Finance business across the Americas and Europe. Previously, Mr. Pietrzak held various roles in the credit businesses of Société Générale and CIBC World Markets. Mr. Pietrzak started his career at PricewaterhouseCoopers in New York. Mr. Pietrzak holds an M.B.A. in Finance from The Wharton School of the University of Pennsylvania and a B.S. in Accounting from Lehigh University.

There is no arrangement or understanding between Mr. Pietrzak and any other person pursuant to which he was appointed to the board of directors. Further, with regard to Mr. Pietrzak, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.

100

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Item 6. Exhibits

~~(1)~~	~~On June 6, 2017,~~
2.1						Agreement and Plan of Merger, dated as of November 23, 2020, by and among FS ~~Investments entered into a written trading plan in accordance with Rule10b5-1~~KKR Capital Corp., FS KKR Capital Corp. II, Rocky Merger Sub, Inc. and ~~Rule10b-18~~ ~~promulgated under the Exchange Act, or the FSH Trading Plan,~~FS/KKR Advisor, LLC. (Incorporated by reference to ~~facilitate the purchase of shares of our common stock pursuant~~Exhibit 2.1 to the ~~terms and conditions of such plan. The FSH Trading Plan became effective~~Company’s Current Report on ~~July 1, 2017 and expired~~Form 8-K filed on ~~September 30, 2017.~~November 24, 2020.)

~~(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 commissions associated with shares that have not yet been purchased.

~~Item 3.~~

~~Defaults upon Senior Securities.~~

~~Not applicable.~~

~~Item 4.~~

~~Mine Safety Disclosures.~~

~~Not applicable.~~

~~Item 5.~~

~~Other Information.~~

~~Not applicable.~~

~~Item 6.~~

~~Exhibits~~


2.2			Agreement and Plan of Merger, dated as of May 31, 2019, by and among FS Investment Corporation II, Corporate Capital Trust II, FS Investment Corporation III, FS Investment Corporation IV, NT Acquisition 1, Inc., NT Acquisition 2, Inc., NT Acquisition 3, Inc. and FS/KKR Advisor, LLC. (Incorporated by reference to Exhibit 2.1 to FS KKR Capital Corp. II’s Current Report on Form 8-K filed on June 3, 2019.)
~~3.1~~
3.1			Second Articles of Amendment and Restatement of FS Investment Corporation.~~(Incorporated~~ (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K filed on April 16, 2014.)

3.2			~~Second Amended and Restated Bylaws~~Articles of Amendment of FS Investment Corporation.~~(Incorporated~~ (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-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 Form 8-K filed on December 19, 2018.)

3.4			Articles of Amendment of FS KKR Capital Corp. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 15, 2020.)

3.5			Articles of Amendment of FS KKR Capital Corp. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form8-K filed on ~~April 16, 2014.~~June 15, 2020.)

~~4.1~~3.6			Third Amended and Restated Bylaws of FS KKR Capital Corp. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 24, 2020.)

4.1			Distribution Reinvestment Plan, effective as of June 2, 2014.~~(Incorporated~~ (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~~ (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~~4.3		~~Form of 4.000% Notes due 2019.~~~~(Included as Exhibit A in the First Supplemental Indenture in Exhibit 4.3) (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 Current Report on Form8-K~~ ~~filed on April 30, 2015.)~~

~~4.8~~	~~Form of 4.750% Notes due 2022. (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 April 30, 2015.)

~~10.1~~4.4			Form of 4.750% Notes due 2022. (Included as Exhibit A to the Third Supplemental Indenture in Exhibit 4.3) (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 30, 2015.)

4.5			Fourth Supplemental Indenture, dated as of July 15, 2019, relating to the 4.625% Notes due 2024, 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 Form 8-K filed on July 15, 2019.)

4.6			Form of 4.625% Notes due 2024. (Included as Exhibit A to the Fourth Supplemental Indenture in Exhibit 4.5) (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 15, 2019.)

4.7			Fifth Supplemental Indenture, dated as of November 20, 2019, relating to the 4.125% Notes due 2025, 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 Form 8-K filed on November 20, 2019.)

4.8			Form of 4.125% Notes due 2025. (Included as Exhibit A to the Fifth Supplemental Indenture in Exhibit 4.7) (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 20, 2019.)

4.9			Sixth Supplemental Indenture, dated as of April 30, 2020 relating to the 8.625% Notes due 2025, by and between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.9 filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed on May 6, 2020.)

4.10			Form of 8.625% Notes due 2025. (Included as Exhibit A to the Sixth Supplemental Indenture in Exhibit 4.9) (Incorporated by reference to Exhibit 4.9 filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed on May 6, 2020.)

4.11			Seventh Supplemental Indenture, dated as of December 10, 2020 relating to the 3.400% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1 filed with the Company’s Current Report on Form 8-K for filed on December 10, 2020.)

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4.12		Form of 3.400% Notes due 2026. (Included as Exhibit A to the Seventh Supplemental Indenture in Exhibit 4.11) (Incorporated by reference to Exhibit 4.1 filed with the Company’s Current Report on Form 8-K for filed on December 10, 2020.)

4.13		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 on Form 8-K filed on July 5, 2017.)

4.14		Form of 5.00% Notes due 2022. (Included as Exhibit A to the Indenture in Exhibit 4.13) (Incorporated by reference to Exhibit 4.1 to Corporate Capital Trust Inc.’s Current Report on Form 8-K filed on July 5, 2017.)

4.15		Indenture, dated as of February 14, 2020, by and between FS KKR Capital Corp. II and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to FS KKR Capital Corp. II’s Current Report on Form 8-K filed on February 14, 2020.)

4.16		First Supplemental Indenture, dated as of February 14, 2020, relating to the 4.250% Notes due 2025, by and between FS KKR Capital Corp. II and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to FS KKR Capital Corp. II’s Current Report on Form 8-K filed on February 14, 2020.)

4.17		Second Supplemental Indenture, dated as of June 16, 2021, relating to the 4.250% Notes due 2025, by and between FS KKR Capital Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on June 16, 2021.)

4.18		Form of 4.250% Notes due 2025 (included as Exhibit A to Exhibit 4.16 hereto) (incorporated by reference to Exhibit 4.2 to FS KKR Capital Corp. II’s Current Report on Form 8-K filed on February 14, 2020.)

4.19		Eighth Supplemental Indenture, dated as of June 17, 2021, relating to the 2.625% Notes due 2027, by and between FS KKR Capital Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 17, 2021.)

4.20		Form of 2.625% Notes due 2027 (included as Exhibit A to Exhibit 4.19 hereto) (incorporated by reference to Exhibit 4.1 to the Registrant ’s Current Report on Form 8-K filed on June 17, 2021.)

4.21		Ninth Supplemental Indenture, dated October 12, 2021, relating to the 1.650% Notes due 2024, by and between FS KKR Capital Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 13, 2021.)

4.22		Form of 1.650% Notes due 2024 (included as Exhibit A to Exhibit 4.21 hereto) (incorporated by reference to Exhibit 4.1 to the Registrant ’s Current Report on Form 8-K filed on October 13, 2021.

4.23		Tenth Supplemental Indenture, dated October 12, 2021, relating to the 3.125% Notes due 2028, by and between FS KKR Capital Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on October 13, 2021.)

4.24		Form of 3.125% Notes due 2028 (included as Exhibit A to Exhibit 4.23 hereto) (incorporated by reference to Exhibit 4.3 to the Registrant ’s Current Report on Form 8-K filed on October 13, 2021.

4.25		Eleventh Supplemental Indenture, dated January 18, 2022, relating to the 3.250% Notes due 2027, by and between FS KKR Capital Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 19, 2022.)

4.26		Form of 3.250% Notes due 2027 (included as Exhibit A to Exhibit 4.25 hereto) (incorporated by reference to Exhibit 4.1 to the Registrant ’s Current Report on Form 8-K filed on January 19, 2022.

10.1		Amended and Restated Investment Advisory Agreement, dated as of ~~July 17, 2014,~~June 16, 2021, by and between FS ~~Investment Corporation~~KKR Capital Corp. and ~~FB Income~~FS/KKR Advisor, LLC.(Incorporated by reference to Exhibit 10.1 to the ~~Company’s~~Registrant’s Current Report on Form8-K filed on ~~July 22, 2014.~~June 16, 2021.)

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~~ (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~~10.3		Custodian Agreement, dated as of November 14, 2011, by and between the Company and State Street Bank and Trust Company.~~(Incorporated~~ (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		Second Amended and Restated ~~Indenture,~~Senior Secured Revolving Credit Agreement, dated as of ~~September 26, 2012,~~December 23, 2020, by and ~~between Locust Street Funding LLC~~among the Company and ~~Citibank,~~FS KKR Capital Corp. II, as borrowers, JPMorgan Chase Bank, N.A., as ~~trustee.~~administrative agent, ING Capital LLC, as collateral agent, and the lenders, documentation agents, joint bookrunners, and joint lead arrangers party thereto. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8-K filed on ~~October 1, 2012.~~December 30, 2020.)

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~~10.6~~10.5†						~~Supplemental Indenture~~Amendment No. 1 to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of ~~April 23, 2013,~~September 27, 2021, by and ~~between Locust Street~~among the Company (include as successor by merger of FS KKR Capital Corp. II), as borrower, and JPMorgan Chase Bank, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed on November 8, 2021.)

10.6						Loan and Servicing Agreement, dated as of December 2, 2015, among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc. and ~~Citibank, N.A.~~Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.42 to Corporate Capital Trust, Inc.’s Annual Report on Form 10-K filed on March 21, 2016.)

10.7						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 Form 10-Q filed on November 9, 2017.)

10.8						Second Amendment to Loan and Servicing Agreement, dated as of November 28, 2017, by and among 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 Form 8-K filed on November 28, 2017.)

10.9						Fourth Amendment to Loan and Servicing Agreement, dated as 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 Company’s Annual Report on Form 10-K filed on February 28, 2019.)

10.10						Fifth Amendment to Loan and Servicing Agreement, dated as ~~trustee.~~of December 2, 2019, by and among CCT Tokyo Funding LLC, the Company, and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed on ~~April 26, 2013.~~December 5, 2019.)

~~10.7~~10.11						~~Locust Street~~Sixth Amendment to Loan and Servicing Agreement, dated December 1, 2020, by and among CCT Tokyo Funding LLC, ~~Class A Floating Rate Secured Note, due~~FS KKR Capital Corp., and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 2, 2020.)

10.12						Seventh Amendment to Loan and Servicing Agreement, dated November 9, 2021, by and among CCT Tokyo Funding LLC, FS KKR Capital Corp., and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 15, 2021.)

10.13						Indenture, dated June 25, 2019, by and between FS KKR MM CLO 1 LLC and US Bank National Association. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2019.)

10.14						Amended and Restated Indenture, dated December 22, 2020, by and between FS KKR MM CLO 1 LLC and U.S. Bank National Association. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2020.)

10.15						Loan Financing and Servicing Agreement, dated as of February 20, 2014, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time party thereto. (Incorporated by reference to Exhibit 10.5 to FS KKR Capital Corp. II’s Current Report on Form 8-K filed on February 25, 2014.)

10.16						Amendment No. 1 to Loan Financing and Servicing Agreement, dated as of January 12, 2015, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time party thereto. (Incorporated by reference to Exhibit 10.27 to FS KKR Capital Corp. II’s Annual Report on Form 10-K filed on March 25, 2016.)

10.17						Amendment No. 2 to Loan Financing and Servicing Agreement, dated as of February 3, 2015, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time party thereto. (Incorporated by reference to Exhibit 10.28 to FS KKR Capital Corp. II’s Annual Report on Form 10-K filed on March 25, 2016.)

10.18						Amendment No. 3 to Loan Financing and Servicing Agreement, dated as of May 7, 2015, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time party thereto. (Incorporated by reference to Exhibit 10.29 to FS KKR Capital Corp. II’s Annual Report on Form 10-K filed on March 25, 2016.)

10.19						Amendment No. 4 to Loan Financing and Servicing Agreement, dated as of October 8, 2015, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time party thereto. (Incorporated by reference to Exhibit 10.30 to FS KKR Capital Corp. II’s Annual Report on Form 10-K filed on March 25, 2016.)

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10.20						Amendment No. 6 to Loan Financing and Servicing Agreement, dated as of August 19, 2016, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time party thereto. (Incorporated by reference to Exhibit 10.1 to FS KKR Capital Corp. II’s Current Report on Form 8-K filed on August 22, 2016.)

10.21						Amendment No. 7 to Loan Financing and Servicing Agreement, dated as of February 15, 2019, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time party thereto. (Incorporated by reference to Exhibit 10.16 to FS KKR Capital Corp. II’s Quarterly Report on Form 10-K filed on March 19, 2019.)

10.22						Omnibus Amendment, dated as of February 20, 2019, between Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent, each lender party thereto, each agent party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated by reference to Exhibit 10.1 to FS KKR Capital Corp. III’s Current Report on Form 8-K filed on February 25, 2019.)

10.23						Ninth Amendment to Loan Financing and Servicing Agreement, dated as of October 8, 2021, among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated by reference to Exhibit 10.26 to the Company ’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed on November 8, 2021).

10.24						Tenth Amendment to Loan Financing and Servicing Agreement, dated December 28, 2021, by and among Darby Creek LLC, Deutsche Bank AG, New York Branch, as facility agent, and each of the lenders from time to time party thereto. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 4, 2022).

10.25						Amended and Restated Loan and Security Agreement, dated as of March 13, 2019, by and between Juniata River LLC, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, the lenders party thereto, and Wells Fargo Bank, National Association, as collateral administrator, collateral agent and securities intermediary. (Incorporated by reference to Exhibit 10.20 to FS KKR Capital Corp. II’s Quarterly Report on Form 10-K filed on March 19, 2019.)

10.26						First Amendment to Amended and Restated Loan Agreement, dated as of October 11, 2019, among Juniata River LLC, JPMorgan Chase Bank, National Association, as lender and Administrative Agent, Wells Fargo Bank, National Association, as Collateral Agent, Collateral Administrator and Securities Intermediary, and FS Investment Corporation II, as Investment Manager. (Incorporated by reference to Exhibit 10.1 to FS KKR Capital Corp. II’s Current Report on Form 8-K filed on October 15, 2019.)

10.27						Second Amended and Restated Loan and Security Agreement, dated as of September 11, 2020, by and among Juniata River LLC, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, Wells Fargo Bank, National Association, as collateral agent, collateral administrator and securities intermediary, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to FS KKR Capital Corp. II’s Current Report on Form 8-K filed on September 17, 2020.)

10.28						Loan Financing and Servicing Agreement, dated as of December 2, 2014, by and among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time party thereto. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III’s Current Report on Form 8-K filed on December 8, 2014).

10.29						Amendment No. 1 to Loan Financing and Servicing Agreement, dated as of February 24, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III’s Current Report on Form 8-K filed on March 2, 2015).

10.30						Amendment No. 2 to Loan Financing and Servicing Agreement, dated as of March 24, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III’s Current Report on Form 8-K filed on March 26, 2015).

10.31						Amendment No. 3 to Loan Financing and Servicing Agreement, dated as of May 1, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent. (Incorporated by reference to Exhibit 10.29 to FS Investment Corporation III’s Annual Report on Form 10-K filed on March 11, 2016).

10.32						Amendment No. 4 to Loan Financing and Servicing Agreement, dated as of September 22, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III’s Current Report on Form 8-K filed on September 24, 2015).

10.33						Amendment No. 5 to Loan Financing and Servicing Agreement, dated as of October 8, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent. (Incorporated by reference to Exhibit 10.31 to FS Investment Corporation III’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed on March 11, 2016).

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10.34						Amendment No. 7 to Loan Financing and Servicing Agreement, dated as of January 12, 2017, between Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, each lender party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated by reference to Exhibit 10.1 to the FS Investment Corporation III’s Current Report on Form 8-K filed on January 19, 2017).

10.35						Amendment No. 8 to Loan Financing and Servicing Agreement, dated as of April 5, 2017, between Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, each lender party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated by reference to Exhibit 10.37 to FS Investment Corporation III’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed on May 10, 2017).

10.36						Amendment No. 9 to Loan Financing and Servicing Agreement, dated as of March 12, 2018, between Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent (formerly administrative agent), each lender party thereto, and Wells Fargo, National Association, as collateral agent and collateral custodian. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III’s Current Report on Form 8-K filed on March 15, 2018).

10.37						Amendment No. 10 to Loan Financing and Servicing Agreement, dated as of June 20, 2018, among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent (formerly administrative agent), each lender party thereto, each agent party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated by reference to Exhibit 10.48 to FS Investment Corporation III’s Quarterly Report on Form 10-Q filed on August 14, 2018).

10.38						Waiver, Assignment and Amendment No. 11 to Loan Financing and Servicing Agreement, dated as of September 17, 2018, among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent (formerly administrative agent), each lender party thereto, each agent party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated by reference to Exhibit 10.46 to FS Investment Corporation III’s Quarterly Report on Form 10-Q filed on November 14, 2018).

10.39						Amendment No. 12 to Loan Financing and Servicing Agreement, dated as of December 21, 2018, among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent, each lender party thereto, each agent party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated by reference to Exhibit 10.43 to FS Investment Corporation III’s Annual Report on Form 10-K filed on March 19, 2019).

10.40						Amendment No. 13 to Loan Financing and Servicing Agreement, dated as of October 8, 2021, among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated by reference to Exhibit 10.44 to the Company ’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed on November 8, 2021).

10.41						Amendment No. 14 to Loan Financing and Servicing Agreement, dated December 28, 2021, by and among Dunlap Funding LLC, Deutsche Bank AG, New York Branch, as facility agen t and as lender. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form8-K filed on January 4, 2022).

10.42						Omnibus Amendment, dated as of February 19, 2019, between Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent, each lender party thereto, each agent party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation II’s Current Report on Form 8-K filed on February ~~21, 2012.)~~25, 2019).

~~10.8~~10.43						~~Locust Street~~Committed Facility Agreement, dated as of October 17, 2014, by and between Burholme Funding LLC ~~Class A Floating Rate Secured Note, due 2023.~~and BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III’s Current Report on Form 8-K filed on October 23, 2014).

10.44						U.S. PB Agreement, dated as of October 17, 2014, by and between Burholme Funding LLC and BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities. (Incorporated by reference to Exhibit 10.2 to FS Investment Corporation III’s Current Report on Form 8-K filed on October 23, 2014).

10.45						Special Custody and Pledge Agreement, dated as of October 17, 2014, by and among Burholme Funding LLC, BNP Paribas Prime Brokerage, Inc. and State Street Bank and Trust Company, as custodian. (Incorporated by reference to Exhibit 10.3 to ~~the Company’s~~FS Investment Corporation III’s Current Report on Form8-K filed on October ~~1, 2012.)~~23, 2014).

10.46						First Amendment Agreement, dated as of March 11, 2015, to the Committed Facility Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities, and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III’s Current Report on Form 8-K filed on March 13, 2015).

10.47						Second Amendment Agreement, dated as of October 21, 2015, to the Committed Facility Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.21 to FS Investment Corporation III’s Annual Report on Form 10-K filed on March 11, 2016).

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~~10.9~~10.48			~~Locust Street~~Third Amendment Agreement, dated as of March 16, 2016, to the Committed Facility Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.23 to FS Investment Corporation III’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 filed on November 14, 2016).

10.49			Fourth Amendment Agreement, dated as of August 29, 2016, to the Committed Facility Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III’s Current Report on Form 8-K filed on September 2, 2016).

10.50			Fifth Amendment Agreement, dated as of November 15, 2016, to the Committed Facility Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III’s Current Report on Form 8-K filed on November 21, 2016).

10.51			Sixth Amendment Agreement, dated as of May 29, 2018, to the Committed Facility Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage International, Ltd. And Burholme Funding LLC. (Incorporated by reference to Exhibit 10.34 to the Registrant’s Quarterly Report on Form 10-Q filed on August 14, 2018).

10.52			Seventh Amendment Agreement, dated as of June 12, 2019, to the Committed Facility Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage International, Ltd. and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III’s Current Report on Form 8-K filed on June 17, 2019).

10.53			Loan and Security Agreement, dated as of November 22, 2019, by and among Ambler Funding LLC, ~~Class A Floating Rate Secured Note, due 2024.~~as borrower, Ally Bank, as administrative agent and arranger, Wells Fargo Bank, N.A., as collateral administrator and collateral custodian, and the lenders from time to time party thereto. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation IV’s Current Report on Form 8-K filed on November 26, 2019).

10.54			First Amendment to Loan and Security Agreement, dated December 28, 2021, by and among Ambler Funding LLC, Ally Bank and Wells Fargo, National Association. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8-K filed on ~~April 26, 2013.)~~January 4, 2022).

~~10.10~~10.55			~~TBMA/ISMA 2000 Amended~~Loan and ~~Restated Global Master Repurchase~~Servicing 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.~~November 22, 2019, by and among Meadowbrook Run LLC, as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent, Wells Fargo Bank, N.A., as collateral agent, account bank and collateral custodian, and the lenders from time to time party thereto. (Incorporated by reference to Exhibit ~~10.3~~10.1 to ~~the Company’s~~FS KKR Capital Corp. II’s Current Report on Form8-K filed on ~~April 26, 2013.)~~November 29, 2019).

~~10.11~~10.56			~~Amended~~First Amendment to Loan and ~~Restated Confirmation,~~Servicing Agreement and Omnibus Amendment to Transaction Documents, dated as of ~~February 15, 2012,~~March 3, 2020, by and ~~between Race Street~~among Meadowbrook Run LLC, as borrower, Morgan Stanley Senior Funding, Inc., as lender and administrative agent, and FS KKR Capital Corp. II, as servicer. (Incorporated by reference to Exhibit 10.49 to FS KKR Capital Corp. II’ s Quarterly Report on Form 10-Q filed on May 12, 2020.)

10.57			Second Amendment to Loan and Servicing Agreement, dated as of June 16, 2020, by and among Meadowbrook Run LLC, ~~and JPMorgan Chase~~as borrower, FS KKR Capital Corp. II, as servicer, Morgan Stanley Bank, N.A., ~~London Branch.~~as lender, and Morgan Stanley Senior Funding, Inc., as administrative agent (Incorporated by reference to Exhibit 10.50 to FS KKR Capital Corp. II’s Quarterly Report on Form 10-Q filed on August 10, 2020).

10.58			Third Amendment to Loan and Servicing Agreement and Omnibus Amendment to Transaction Documents, dated as of December 28, 2021, among Meadowbrook Run LLC, as the borrower, FS KKR Capital Corp., as the servicer, Morgan Stanley Bank, N.A., as the lender, and Morgan Stanley Senior Funding, Inc., as administrative agent. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form8-K filed on ~~February 21, 2012.)~~January 4, 2022).

~~10.12~~10.59			~~Loan Agreement,~~Amendment No. 2, dated as of ~~November 1, 2016,~~May 17, 2022, by and among ~~Locust Street Funding LLC,~~FS KKR Capital Corp., as borrower, JPMorgan Chase Bank, ~~National Association, as lender and Administrative Agent, Citibank,~~ N.A., as ~~Collateral Agent~~administrative agent, ING Capital LLC, as collateral agent, and ~~Securities Intermediary, and Virtus Group, LP, as Collateral Administrator.~~the lenders party thereto. (Incorporated by reference to Exhibit 10.1 to the ~~Company’s~~Company's Current Report on Form8-K filed on ~~November 2, 2016.)~~May 18, 2022).

~~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~~31.1*		Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of March 16, 2017, among FS Investment Corporation, the several banks and other financial institutions or entities from time to time party thereto, ING Capital LLC, as administrative agent, and certain subsidiary guarantors.~~(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K~~ ~~filed on March 20, 2017.)~~

~~10.15~~	Guarantee, Pledge and Security Agreement, dated as of April 3, 2014, by and among FS Investment Corporation, 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.~~(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 to the Company’s Quarterly Report on Form10-Q~~ ~~for the quarterly period ended March 31, 2016 filed on May 9, 2016.)~~

~~10.17~~	Loan and Security Agreement, dated as of December 15, 2016, by and among Hamilton Street Funding LLC, 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.~~(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K~~ ~~filed on December 19, 2016.)~~

~~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.~~

*Filed herewith.

†Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.

106

Table of Contents

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, 2022.


FS ~~INVESTMENT CORPORATION~~KKR CAPITAL CORP.

By:		/s/ Michael C. Forman
		Michael C. Forman Chief Executive Officer (Principal Executive Officer)

By:	/s/ Steven Lilly
	Steven Lilly Chief Financial Officer (Principal Financial Officer)

By:	/s/ William Goebel
		William Goebel Chief ~~Financial~~Accounting Officer ~~(Principal Financial and Accounting Officer)~~

107


	September 30, 2017 (Unaudited)			December 31, 2016
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

Total investments, at fair value (amortized cost—$3,772,839 and $3,743,940, respectively)		3,911,399			3,726,816
Cash		176,445			264,594
Foreign currency, at fair value (cost—$2,451 and $4, respectively)		2,546			4
Receivable for investments sold and repaid		1,896			75,921
Income receivable		38,811			36,106
Deferred financing costs		3,712			5,828
Prepaid expenses and other assets		654			802

Total assets	$	4,135,463		$	4,110,071


Liabilities
Payable for investments purchased	$	606		$	5,748
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
Stockholder distributions payable		54,733			54,364
Management fees payable		18,038			18,022
Subordinated income incentive fees payable⁽²⁾		12,662			12,885
Administrative services expense payable		495			516
Interest payable		17,463			20,144
Directors’ fees payable		267			281
Other accrued expenses and liabilities		1,232			7,221

Total liabilities		1,818,770			1,812,694

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
Capital in excess of par value		2,276,946			2,261,040
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	)

Total stockholders’ equity		2,316,693			2,297,377

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

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


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

Total investment income		103,691		100,557		308,450		313,831

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
Administrative services expenses		750		750		2,226		2,846
Accounting and administrative fees		254		243		774		706
Interest expense⁽²⁾		19,885		18,283		58,941		55,241
Directors’ fees		277		277		822		780
Other general and administrative expenses		1,177		1,879		3,791		6,274

Total operating expenses		53,043		51,554		158,752		158,050

Net investment income		50,648		49,003		149,698		155,781

Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated investments		(24,767)		2,363		(87,361)		(19,064)
Non-controlled/affiliated investments		6,551		—		6,856		—
Controlled/affiliated investments		—		(26)		(52,879)		(26)
Net realized gain (loss) on foreign currency		(19)		86		165		264
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated investments		29,820		64,039		149,622		96,258
Non-controlled/affiliated investments		16,951		(4,463)		(979)		3,823
Controlled/affiliated investments		7,408		4,354		7,041		6,692
Net change in unrealized appreciation (depreciation) on secured borrowing⁽²⁾		3		(33)		(7)		(33)
Net change in unrealized gain (loss) on foreign currency		(1,197)		(954)		(4,923)		(1,266)

Total net realized and unrealized gain (loss)		34,750		65,366		17,535		86,648

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

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

Weighted average shares outstanding		245,678,745		243,488,590		245,117,823		243,257,941


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Investment income
From non-controlled/unaffiliated investments:
Interest income	$	255	$	219	$	725	$	414
Paid-in-kind interest income	18		16		51		35
Fee income	23		29		63		62
Dividend and other income	9��		8		34		20
From non-controlled/affiliated investments:
Interest income	8		8		25		12
Paid-in-kind interest income	12		4		37		12
Fee income	3		2		5		2
Dividend and other income	—		0		7		0
From controlled/affiliated investments:
Interest income	16		12		37		16
Paid-in-kind interest income	9		15		34		23
Fee income	—		0		—		1
Dividend and other income	58		47		168		120
Total investment income	411		360		1,186		717

Operating expenses
Management fees	61		58		186		113

Subordinated income incentive fees(1)	40		35		117		43
Administrative services expenses	4		5		12		9

Accounting and administrative fees	2		1		4		2
Interest expense(2)	96		70		256		158


Other general and administrative expenses	6		5		16		12
Total operating expenses	209		174		591		337
Incentive fee waiver(1)	(15)		(15)		(45)		(15)
Net expenses	194		159		546		322
Net investment income before taxes	217		201		640		395
Excise taxes	1		—		1		—
Net investment income	216		201		639		395

Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated investments	16		60		167		(22)
Non-controlled/affiliated investments	51		139		90		203
Controlled/affiliated investments	(4)		(2)		(43)		(58)

Net realized gain (loss) on foreign currency forward contracts	2		0		9		0
Net realized gain (loss) on foreign currency	5		(1)		12		(4)
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated investments	(283)		(49)		(574)		526
Non-controlled/affiliated investments	(99)		(104)		(140)		65


	Nine Months Ended September 30,
	2017			2016
Operations
Net investment income (loss)	$	149,698		$	155,781
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 change in unrealized gain (loss) on foreign currency		(4,923	)		(1,266	)

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

Stockholder distributions⁽²⁾
Distributions from net investment income		(163,825	)		(162,567	)
Distributions from net realized gain on investments		—			—

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

Capital share transactions⁽³⁾
Reinvestment of stockholder distributions		15,908			5,665

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

Total increase (decrease) in net assets		19,316			85,527
Net assets at beginning of period		2,297,377			2,208,928

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


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


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	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—First Lien
ASG Technologies Group, Inc.	$	38,321	$	15,628		—		$	44		—	$	773		$	54,766	$	4,841		—		—
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		—
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		—		—		—
Fronton Investor Holdings, LLC, Class B Units	$	16,138		—	$	(1,874	)		—		—	$	828		$	15,092		—		—	$	224
Roadhouse Holding Inc., Common Equity		—	$	6,932		—			—		—	$	1,215		$	8,147		—		—		—


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, 2020		Gross Additions(1)		Gross Reductions(2)		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value at December 31, 2021		Interest Income(3)		PIK Income(3)		Fee Income(3)		Dividend Income(3)
Senior Secured Loans—First Lien
Affordable Care Inc	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	0.3	$	—
Affordable Care Inc	—		115.5		(55.9)		0.3		—		59.9		2.7		—		1.6		—
Belk Inc	—		42.6		(2.4)		—		9.0		49.2		3.1		0.9		—		—
Belk Inc	—		21.7		—		—		0.2		21.9		1.6		—		—		—
Borden (New Dairy Opco)	7.6		10.6		(10.0)		0.2		0.6		9.0		0.5		—		—		—
Borden (New Dairy Opco)	16.8		23.4		—		—		1.8		42.0		2.7		—		—		—
Borden Dairy Co	—		—		—		1.3		(1.3)		—		—		—		—		—


			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


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

Total	$	48,458		$	36,093


	September 30, 2017 (Unaudited)						December 31, 2016
	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%
Senior Secured Loans—Second Lien		213,822		191,494		5%		619,892		599,155		16%
Senior Secured Bonds		189,292		198,702		5%		205,657		159,470		4%
Subordinated Debt		553,331		555,785		14%		498,080		454,045		12%
Collateralized Securities		48,471		57,509		1%		59,225		72,058		2%
Equity/Other		400,973		535,204		14%		368,927		506,647		14%

Total	$	3,772,839	$	3,911,399		100%	$	3,743,940	$	3,726,816		100%


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

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


	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


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


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

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

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

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

Capital share transactions
Issuance of common stock⁽⁴⁾		0.00		0.00

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

Net asset value, end of period	$	9.43	$	9.41

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

Shares outstanding, end of period		245,725,416		244,063,357

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

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

Ratio/Supplemental Data:
Net assets, end of period	$	2,316,693	$	2,297,377
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%
Total amount of senior securities outstanding, exclusive of treasury securities	$	1,723,988	$	1,702,789
Asset coverage per unit⁽⁹⁾		2.34		2.35


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


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


	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%


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		—


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
Down 100 basis points	$	(8,436	)	$	(5,808	)	$	(2,628	)		(0.9	)%
No change		—			—			—			—
Up 100 basis points	$	24,613		$	5,808		$	18,805			6.7	%
Up 300 basis points	$	75,794		$	17,424		$	58,370			20.8	%
Up 500 basis points	$	126,994		$	29,039		$	97,955			34.9	%


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