KKR Infrastructure Conglomerate 10-Q 2024 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2024

OR

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

For the transition period from        to        

Commission file number 000-56484

KKR Infrastructure Conglomerate LLC

(Exact name of registrant as specified in its charter)

Delaware	92-0477563
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
30 Hudson Yards, New York, NY	10001
(Address of principal executive offices)	(Zip Code)

(212) 750-8300

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None.	None.	None.

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒   No  o 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	☒	Smaller reporting company	o
		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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o   No ☒

As of November 5, 2024, the registrant had 10,181,551 Class I Shares, 12,656,746 Class S Shares, 46,999,153 Class U Shares, 765,609 Class R-D Shares, 29,411,348 Class R Shares, 867,134 Class D Shares, 40 Class E Shares, 1,191,769 Class F Shares, 40 Class G Shares and 40 Class H Shares outstanding (rounded to the nearest whole number). The number of Shares outstanding excludes November 1, 2024 subscriptions since the issuance price is not yet finalized as of the date of this filing.

Table of Contents

	Page
Part I - Financial Information	1
Item 1. Financial Statements	1
Consolidated Statements of Assets and Liabilities as of September 30, 2024 (Unaudited) and December 31, 2023	1
Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	3
Consolidated Statement of Changes in Net Assets for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	5
Consolidated Statement of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)	8
Condensed Consolidated Schedules of Investments as of September 30, 2024 (Unaudited) and December 31, 2023	10
Notes to Consolidated Financial Statements (Unaudited)	15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3. Quantitative and Qualitative Disclosures about Market Risk	53
Item 4. Controls and Procedures	55
Part II - Other Information	56
Item 1. Legal Proceedings	56
Item 1A. Risk Factors	56
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 3. Defaults Upon Senior Securities	57
Item 4. Mine Safety Disclosures	57
Item 5. Other Information	57
Item 6. Exhibits	57
Signatures	59

Special Note Regarding Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Quarterly Report on Form 10-Q may include statements as to:

•our future operating results;

•our business prospects and the prospects of the Infrastructure Assets (as defined herein) we own and control;

•our ability to raise sufficient capital to execute our acquisition strategies;

•the ability of the Manager (as defined herein) to source adequate acquisition opportunities to efficiently deploy capital;

•the ability of our Infrastructure Assets to achieve their objectives;

•our current and expected financing arrangements;

•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 Infrastructure Assets;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with the Manager or any of its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we own and control Infrastructure Assets;

•our use of financial leverage;

•the ability of the Manager to identify, acquire and support our Infrastructure Assets;

•the ability of the Manager or its affiliates to attract and retain highly talented professionals;

•our ability to structure acquisitions and joint ventures in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and

•the tax status of the enterprises through which we own and control Infrastructure Assets.

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 Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth elsewhere in this Quarterly Report on Form 10-Q, “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”). Other factors that could cause actual results to differ materially include:

•changes in the economy;

•risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters, epidemics or other events having a broad impact on the economy; and

•future changes in laws or regulations and conditions in our operating areas.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this Quarterly Report on Form 10-Q. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by law.

Part I.    Financial Information

Item 1.    Financial Statements

KKR Infrastructure Conglomerate LLC

Consolidated Statements of Assets and Liabilities

(Amounts in Thousands, Except Share and Per Share Data)

	September 30, 2024 (Unaudited)		December 31, 2023
Assets
Investments at fair value (cost of $2,506,587 and $895,257, respectively)	$	2,826,612	$	983,552
Cash and cash equivalents	291,591		278,417
Foreign currencies at fair value (cost of $4,459 and $—, respectively)	4,563		—
Deferred financing costs	9,373		—
Prepaids and other assets	100		—
Deferred offering costs	—		826
Due from Manager	—		16,549
Dividends receivable	1,544		1,429
Unrealized appreciation on foreign currency forward contracts	—		28
Total assets	3,133,783		1,280,801
Liabilities
Unrealized depreciation on foreign currency forward contracts	5,238		18,890
Line of credit	249,128		—
Accrued performance participation allocation	33,038		8,335
Accrued shareholder servicing fees and distribution fees	101,308		51,440
Distributions payable	25,590		9,480
Directors' fees and expenses payable	115		116
Payable for settlement of foreign currency forward contracts	65,310		—
Other accrued expenses and liabilities	12,034		2,938
Due to Manager and affiliates	6,129		19,174
Organization costs payable	—		48
Offering costs payable	—		8
Total liabilities	497,890		110,429
Commitments and contingencies (Note 9)
Net assets	$	2,635,893	$	1,170,372
Net assets are comprised of
Class I Shares, 8,652,114 and 131,691 shares authorized, issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	$	244,448	$	3,552
Class S Shares, 10,587,646 shares authorized, issued and outstanding as of September 30, 2024	279,848		—
Class U Shares, 46,754,980 and 28,088,229 shares authorized, issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	1,241,328		706,586
Class R-D Shares, 758,156 and 353,076 shares authorized, issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	21,026		9,328

1

Class R Shares, 29,221,814 and 16,671,146 shares authorized, issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	825,633		449,523
Class D Shares, 793,618 and 380 shares authorized, issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	21,984		11
Class E Shares, 40 shares authorized, issued and outstanding as of September 30, 2024 and December 31, 2023	1		1
Class F Shares, 55,709 and 49,830 shares authorized, issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	1,623		1,369
Class G Shares, 40 shares authorized, issued and outstanding as of September 30, 2024 and December 31, 2023	1		1
Class H Shares, 40 shares authorized, issued and outstanding as of September 30, 2024 and December 31, 2023	1		1
Net assets	$	2,635,893	$	1,170,372

See notes to financial statements.

2

KKR Infrastructure Conglomerate LLC

Consolidated Statements of Operations (Unaudited)

(Amounts in Thousands)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Investment income
Dividend and other income	$	14,708	$	7,884	$	29,262	$	8,568
Total investment income	14,708		7,884		29,262		8,568
Operating expenses
Performance participation allocation	13,991		1,281		24,728		2,595
Management fee expense	6,834		1,357		15,861		1,532
General and administration expenses	3,173		4,595		10,262		6,261
Interest expense	909		—		1,997		—
Directors' fees and expenses	115		115		369		230
Deferred offering costs amortization	—		495		825		661
Organization costs	—		—		—		3,333
Total operating expenses	25,022		7,843		54,042		14,612
Less: Expenses reimbursed by Manager	—		(3,906)		(2,377)		(8,640)
Add: Expenses recouped by Manager	776		—		816		—
Less: Management fee and expense credits	(6,834)		(339)		(17,251)		(339)
Net operating expenses	18,964		3,598		35,230		5,633
Net investment income (loss)	(4,256)		4,286		(5,968)		2,935
Net realized gain (loss) on investments, foreign currency and foreign currency forward contracts
Net realized gain (loss) on
Foreign currency	729		—		(955)		—
Foreign currency forward contracts	(65,339)		—		(65,602)		—
Total net realized gain (loss)	(64,610)		—		(66,557)		—
Net change in unrealized appreciation (depreciation) on investments, foreign currency translation and foreign currency forward contracts
Net change in unrealized appreciation (depreciation) before income taxes on
Investments	80,972		4,893		157,960		23,885
Foreign currency	104		—		104		—
Foreign currency translation	92,471		(13,281)		73,768		(849)
Foreign currency forward contracts	(6,809)		13,777		13,625		6,270
Total net change in unrealized appreciation (depreciation) before income taxes	166,738		5,389		245,457		29,306
Provision for (benefit from) income taxes	564		—		1,492		—
Total net change in unrealized appreciation (depreciation) after income taxes	166,174		5,389		243,965		29,306

3

Net increase in net assets resulting from operations $ 97,308  $ 9,675  $ 171,440  $ 32,241 

See notes to financial statements.

4

KKR Infrastructure Conglomerate LLC

Consolidated Statement of Changes in Net Assets

(Amounts in Thousands)

	Class I Shares		Class S Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares		Class E Shares		Class F Shares		Class G Shares		Class H Shares		Total Shareholders' Equity (Net Assets)
Balance at June 30, 2024 (Unaudited)	$	69,772	$	76,499	$	1,199,492	$	20,253	$	796,428	$	10,726	$	—	$	1	$	1,498	$	1	$	1	$	2,174,671
Consideration from the issuance of shares	169,846		211,164		(1)		—		—		10,963		—		—		72		—		—		392,044
Repurchases of shares	—		—		(1,033)		—		(27)		—		—		—		—		—		—		(1,060)
Reinvestment of distributions	496		558		8,484		201		5,995		103		—		—		1		—		—		15,838
Transfers in	38		—		—		—		1,141		—		—		—		—		—		—		1,179
Transfers out	—		—		(1,179)		—		—		—		—		—		—		—		—		(1,179)
Accrued shareholder servicing fees and distribution fees	—		(14,564)		(2,566)		(14)		—		(226)		—		—		—		—		—		(17,370)
Distributions declared	(2,596)		(2,542)		(11,231)		(214)		(8,767)		(224)		—		—		(17)		—		—		(25,591)
Early repurchase fee	4		5		27		—		17		—		—		—		—		—		—		53
Net investment income (loss)	(162)		(223)		(2,349)		(38)		(1,471)		(19)		—		—		6		—		—		(4,256)
Net realized gain (loss)	(5,783)		(7,071)		(31,163)		(506)		(19,519)		(530)		—		—		(38)		—		—		(64,610)
Net change in unrealized appreciation (depreciation)	12,833		16,022		82,847		1,344		51,836		1,191		—		—		101		—		—		166,174
Balance at September 30, 2024 (Unaudited)	$	244,448	$	279,848	$	1,241,328	$	21,026	$	825,633	$	21,984	$	—	$	1	$	1,623	$	1	$	1	$	2,635,893

5

	Class I Shares		Class S Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares		Class E Shares		Class F Shares		Class G Shares		Class H Shares		Total Shareholders' Equity (Net Assets)
Balance at December 31, 2023	$	3,552	$	—	$	706,586	$	9,328	$	449,523	$	11	$	—	$	1	$	1,369	$	1	$	1	$	1,170,372
Consideration from the issuance of shares	220,714		290,362		496,346		10,097		338,837		21,882		2,557		—		162		—		—		1,380,957
Repurchases of shares	—		—		(2,278)		—		(813)		—		—		—		—		—		—		(3,091)
Reinvestment of distributions	498		558		18,845		392		13,516		103		6		—		2		—		—		33,920
Transfers in	18,823		2,568		—		527		8,655		—		—		—		—		—		—		30,573
Transfers out	(3,552)		—		(5,725)		—		(18,728)		—		(2,568)		—		—		—		—		(30,573)
Accrued shareholder servicing fees and distribution fees	—		(20,049)		(35,834)		(225)		—		(441)		(1)		—		—		—		—		(56,550)
Distributions declared	(3,334)		(3,232)		(30,233)		(542)		(23,577)		(333)		(6)		—		(46)		—		—		(61,303)
Early repurchase fee	5		5		84		1		53		—		—		—		—		—		—		148
Net investment income (loss)	(261)		(350)		(3,239)		(58)		(2,037)		(36)		—		—		13		—		—		(5,968)
Net realized gain (loss)	(5,819)		(7,110)		(32,301)		(524)		(20,229)		(535)		—		—		(39)		—		—		(66,557)
Net change in unrealized appreciation (depreciation)	13,822		17,096		129,077		2,030		80,433		1,333		12		—		162		—		—		243,965
Balance at September 30, 2024 (Unaudited)	$	244,448	$	279,848	$	1,241,328	$	21,026	$	825,633	$	21,984	$	—	$	1	$	1,623	$	1	$	1	$	2,635,893

	Class I Shares		Class S Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares		Class E Shares		Class F Shares		Class G Shares		Class H Shares		Total Shareholders' Equity (Net Assets)
Balance at June 30, 2023 (Unaudited)	$	—	$	—	$	122,182	$	—	$	77,351	$	—	$	—	$	262,375	$	—	$	1	$	1	$	461,910
Consideration from the issuance of shares	1,086		—		343,780		—		220,790		118		—		—		979		—		—		566,753
Repurchases of shares	—		—		—		—		—		—		—		(262,727)		—		—		—		(262,727)
Accrued shareholder servicing fees and distribution fees	—		—		(22,876)		—		—		(2)		—		—		—		—		—		(22,878)
Distributions declared	(5)		—		(2,455)		—		(2,009)		(1)		—		(347)		(4)		—		—		(4,821)
Net investment (loss) income	7		—		2,621		—		1,633		1		—		16		8		—		—		4,286
Net change in unrealized appreciation (depreciation)	3		—		2,853		—		1,847		1		—		683		2		—		—		5,389
Balance at September 30, 2023 (Unaudited)	$	1,091	$	—	$	446,105	$	—	$	299,612	$	117	$	—	$	—	$	985	$	1	$	1	$	747,912

6

	Class I Shares		Class S Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares		Class E Shares		Class F Shares		Class G Shares		Class H Shares		Total Shareholders' Equity (Net Assets)
Balance at December 31, 2022	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1	$	—	$	1
Consideration from the issuance of shares	1,086		—		469,089		—		294,726		118		—		444,013		979		—		1		1,210,012
Repurchases of shares	—		—		—		—		—		—		—		(457,727)		—		—		—		(457,727)
Accrued shareholder servicing fees and distribution fees	—		—		(31,791)		—		—		(2)		—		—		—		—		—		(31,793)
Distributions declared	(5)				(2,455)				(2,009)		(1)				(347)		(4)						(4,821)
Net investment (loss) income	7		—		1,723		—		1,103		1		—		92		8		—		—		2,934
Net change in unrealized appreciation (depreciation)	3		—		9,539		—		5,792		1		—		13,969		2		—		—		29,306
Balance at September 30, 2023 (Unaudited)	$	1,091	$	—	$	446,105	$	—	$	299,612	$	117	$	—	$	—	$	985	$	1	$	1	$	747,912

See notes to financial statements.

7

KKR Infrastructure Conglomerate LLC

Consolidated Statement of Cash Flows (Unaudited)

(Amounts in Thousands)

	Nine Months Ended September 30,
	2024		2023
Operating activities
Net increase in net assets from operations	$	171,440	$	32,241
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Class F Shares issued as payment of Management Fees	—		888
Class F Shares issued as payment of directors' fees and expenses	137		91
Class F Shares issued as payment of performance participation allocation	25		—
Deferred financing costs amortization	1,146		—
Deferred offering costs amortization	825		661
Acquisition of Infrastructure Assets	(1,290,124)		(12,500)
Proceeds from return of capital on Infrastructure Assets	2,353		—
Net change in unrealized (appreciation) depreciation on investments	(157,960)		(23,885)
Net change in unrealized (appreciation) depreciation on foreign currency translation	(73,768)		849
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts	(13,625)		(6,270)
Changes in operating assets and liabilities:
(Increase) Decrease in prepaids and other assets	(100)		480
(Increase) Decrease in deferred offering costs	—		(1,315)
(Increase) Decrease in due from Manager	16,549		(8,639)
(Increase) Decrease in dividends receivable	(115)		(1,297)
Increase (Decrease) in management fee payable	—		306
Increase (Decrease) in accrued performance participation allocation	24,703		2,595
Increase (Decrease) in directors' fees and expenses payable	(1)		115
Increase (Decrease) in payable for settlement of foreign currency forward contracts	65,310		—
Increase (Decrease) in other accrued expenses and liabilities	4,669		3,403
Increase (Decrease) in due to Manager	(15,037)		7,376
Increase (Decrease) in organization costs payable	(48)		(1,154)
Increase (Decrease) in offering costs payable	(8)		826
Net cash used in operating activities	(1,263,629)		(5,229)
Financing activities
Proceeds from issuance of shares	1,380,795		765,021
Proceeds from credit facility	150,000		—
Repayment of credit facility	(150,000)		—
Repayment of line of credit	(70,000)		—
Payment of deferred financing costs	(8,280)		—
Payment on repurchases of shares	(2,943)		(457,727)
Payment of shareholder servicing fees and distribution fees	(4,959)		—
Payment for offering costs	(1,974)		—
Distributions	(11,273)		—
Net cash provided by financing activities	1,281,366		307,294
Net increase in cash and cash equivalents and foreign currencies at fair value	17,737		302,065
Cash and cash equivalents and foreign currencies at fair value, beginning of period	278,417		1
Cash and cash equivalents and foreign currencies at fair value, end of period	$	296,154	$	302,066
Supplemental disclosure of cash flow information
Proceeds from credit facility	$	319,128	$	—
Change in shareholder servicing fees and distribution fees payable	56,550		—
Reinvestment of distributions	33,920		—
Change in payable for investments acquired	4,430		—

8

Change in deferred financing costs payable	2,239	—
Cash paid for interest	(666)	—
Shares issued in exchange for Infrastructure Assets	—	444,013

See notes to financial statements.

9

KKR Infrastructure Conglomerate LLC

Condensed Consolidated Schedule of Investments (Unaudited) as of September 30, 2024

(Amounts in Thousands)

Issuer	Asset	Industry	Geography (1)	Valuation Level	Currency	Settlement Date	Notional	Estimated Fair Value		Estimated Fair Value as a Percentage of Net Assets
Infrastructure Assets
Digital Infrastructure - 39.5%
Vantage Towers AG	Equity Interest Held Through KKR Oak Aggregator L.P.	Digital Infrastructure	EMEA	Level III	EUR	N/A	N/A	$	506,927	19.2	%
Telecom Italia NetCo	Equity Interest Held Through Optics HoldCo Srl	Digital Infrastructure	EMEA	Level III	EUR	N/A	N/A	497,801		18.9	%
Other Infrastructure Assets	Equity Interest Held Through Stellar Asia Holdings I Pte. Ltd.	Digital Infrastructure	Asia-Pacific	Level III	SGD	N/A	N/A	36,164		1.4	%
Energy Security - 8.1%
Pembina Gas Infrastructure Inc.	Equity Interest Held Through KKR Eagle Aggregator L.P.	Energy Security	North America	Level III	CAD	N/A	N/A	156,725		5.9	%
Other Infrastructure Assets	Equity Interest Held Through KKR Denali Aggregator L.P.	Energy Security	North America	Level III	USD	N/A	N/A	57,500		2.2	%
Energy Transition - 34.3%
Smart Metering Services plc	Equity Interest Held Through KKR Sienna Aggregator L.P.	Energy Transition	EMEA	Level III	GBP	N/A	N/A	299,230		11.4	%
Avantus LLC	Equity Interest Held Through KKR Eight Mile Aggregator L.P.	Energy Transition	North America	Level III	USD	N/A	N/A	230,000		8.7	%
Albioma SA	Equity Interest Held Through KKR Kyoto Aggregator L.P.	Energy Transition	EMEA	Level III	EUR	N/A	N/A	204,484		7.8	%
Greenvolt Energias Renovaveis S.A.	Equity Interest Held Through KKR GV Investor Aggregator L.P.	Energy Transition	EMEA	Level III	EUR	N/A	N/A	148,316		5.6	%
Other Infrastructure Assets	Equity Interest Held Through KKR Global Climate Zeus Aggregator L.P.	Energy Transition	EMEA	Level III	GBP	N/A	N/A	20,859		0.8	%
Industrial Infrastructure - 6.9%
Refresco Group B.V.	Equity Interest Held Through KKR Pegasus Aggregator L.P.	Industrial Infrastructure	EMEA	Level III	EUR	N/A	N/A	182,986		6.9	%
Social Infrastructure - 16.7%
Grove Education Partners Holdco Limited	Equity Interest Held Through KKR Percival Aggregator L.P.	Social Infrastructure	EMEA	Level III	GBP	N/A	N/A	440,620		16.7	%

10

Transportation - 1.7%
Other Infrastructure Assets (2)	Equity Interest Held Through KKR Panda Aggregator L.P.	Transportation	North America	N/A	USD	N/A	N/A	45,000	1.7	%
Total Infrastructure Assets Investments (cost of $2,506,587)								2,826,612	107.2	%
Foreign Currency Forward Contracts
Barclays Bank PLC	Sell CAD/USD	N/A	N/A	Level II	CAD	October 7, 2025	4,000	(3)	—	%
Barclays Bank PLC	Sell SGD/USD	N/A	N/A	Level II	SGD	October 7, 2025	11,550	(47)	—	%
Barclays Bank PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	October 7, 2025	172,500	(626)	—	%
Barclays Bank PLC	Sell GBP/USD	N/A	N/A	Level II	GBP	October 7, 2025	77,500	(353)	—	%
Goldman, Sachs & Co.	Sell SGD/USD	N/A	N/A	Level II	SGD	October 7, 2025	21,100	(79)	—	%
Goldman, Sachs & Co.	Sell CAD/USD	N/A	N/A	Level II	CAD	October 7, 2025	82,430	(25)	—	%
Goldman, Sachs & Co.	Sell GBP/USD	N/A	N/A	Level II	GBP	October 7, 2025	27,790	(127)	—	%
Goldman, Sachs & Co.	Sell EUR/USD	N/A	N/A	Level II	EUR	October 7, 2025	456,500	(864)	—	%
Macquarie Bank Limited	Sell GBP/USD	N/A	N/A	Level II	GBP	October 7, 2025	195,000	(706)	—	%
Royal Bank of Canada	Sell GBP/USD	N/A	N/A	Level II	GBP	October 7, 2025	27,400	(103)	—	%
Royal Bank of Canada	Sell EUR/USD	N/A	N/A	Level II	EUR	October 7, 2025	130,100	(384)	—	%
Nomura International PLC	Sell CAD/USD	N/A	N/A	Level II	CAD	October 7, 2025	101,500	(70)	—	%
Nomura International PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	October 7, 2025	410,000	(1,538)	(0.1)	%
Nomura International PLC	Sell GBP/USD	N/A	N/A	Level II	GBP	October 7, 2025	74,500	(313)	—	%
Total Foreign Currency Forward Contracts								(5,238)	(0.1)	%
Investments in Money Market Funds
Morgan Stanley Institutional Liquidity Funds Government Portfolio		N/A	N/A	Level I	USD	N/A	N/A	291,434	11.1	%
Total Investments in Money Market Funds (cost of $291,434)								291,434	11.1	%

11

Total Investments and Cash Equivalents (cost of $2,798,021) $ 3,112,808  118.2  %

(1) As of September 30, 2024, approximately 18.5%, 87.3% and 1.4% of the Company’s infrastructure assets were in North America, EMEA and Asia-Pacific, respectively, based upon the net asset value. The cost basis of infrastructure assets in North America, EMEA and Asia-Pacific, were $464,973, $2,019,730 and $21,884, respectively. The fair value of infrastructure assets in North America, EMEA and Asia-Pacific were $489,225, $2,301,223 and $36,164, respectively.

(2) As of September 30, 2024, the Company had funded cash into KKR Panda Aggregator L.P. in connection with acquiring an indirect interest in Other Infrastructure Assets on October 1, 2024. This investment is measured at fair value using the net asset value practical expedient under Accounting Standards Codification 820, Fair Value Measurements and Disclosure (“ASC 820”).

See notes to financial statements.

12

KKR Infrastructure Conglomerate LLC

Condensed Consolidated Schedule of Investments as of December 31, 2023

(Amounts in Thousands)

Issuer	Asset	Industry	Geography	Valuation Level	Currency	Settlement Date	Notional	Estimated Fair Value		Estimated Fair Value as a Percentage of Net Assets
Infrastructure Assets
Digital Infrastructure - 10.0%
Vantage Towers AG	Equity Interest Held Through KKR Oak Aggregator L.P.	Digital Infrastructure	EMEA	Level III	EUR	N/A	N/A	$	111,983	9.6	%
Other Infrastructure Assets	Equity Interest Held Through Stellar Asia Holdings I Pte. Ltd.	Digital Infrastructure	Asia-Pacific	Level III	SGD	N/A	N/A	4,689		0.4	%
Energy Security - 14.7%
Pembina Gas Infrastructure Inc.	Equity Interest Held Through KKR Eagle Aggregator L.P.	Energy Security	North America	Level III	CAD	N/A	N/A	156,178		13.3	%
Other Infrastructure Assets	Equity Interest Held Through KKR Denali Aggregator L.P.	Energy Security	North America	Level III	USD	N/A	N/A	16,830		1.4	%
Energy Transition - 15.6%
Albioma SA	Equity Interest Held Through KKR Kyoto Aggregator L.P.	Energy Transition	EMEA	Level III	EUR	N/A	N/A	173,823		14.9	%
Other Infrastructure Assets	Equity Interest Held Through KKR Global Climate Zeus Aggregator L.P.	Energy Transition	EMEA	Level III	GBP	N/A	N/A	9,015		0.8	%
Industrial Infrastructure - 14.7%
Refresco Group B.V.	Equity Interest Held Through KKR Pegasus Aggregator L.P.	Industrial Infrastructure	EMEA	Level III	EUR	N/A	N/A	172,087		14.7	%
Social Infrastructure - 29.0%
Grove Education Partners Holdco Limited	Equity Interest Held Through KKR Percival Aggregator L.P.	Social Infrastructure	EMEA	Level III	GBP	N/A	N/A	338,947		29.0	%
Total Infrastructure Assets Investments (cost of $895,257)								$	983,552	84.1	%
Foreign Currency Forward Contracts
Goldman, Sachs & Co.	Sell CAD/USD	N/A	N/A	Level II	CAD	June 28, 2024	91,000	$	(1,222)	(0.1)	%
Nomura International PLC	Sell CAD/USD	N/A	N/A	Level II	CAD	June 28, 2024	91,000	(1,246)		(0.1)	%
Goldman, Sachs & Co.	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	123,000	(2,460)		(0.2)	%
Nomura International PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	123,000	(2,491)		(0.2)	%

13

Barclays Bank PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	9,000	28		—	%
Nomura International PLC	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	74,500	(4,613)		(0.4)	%
Barclays Bank PLC	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	74,500	(4,631)		(0.4)	%
Royal Bank of Canada	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	27,400	(1,115)		(0.1)	%
Goldman, Sachs & Co.	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	6,200	(225)		—	%
Goldman, Sachs & Co.	Sell SGD/USD	N/A	N/A	Level II	SGD	June 28, 2024	5,600	(58)		—	%
Nomura International PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	36,300	(808)		(0.1)	%
Goldman, Sachs & Co.	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	9,000	(21)		—	%
Total Foreign Currency Forward Contracts								$	(18,862)	(1.6)	%
Investments in Money Market Funds
Morgan Stanley Institutional Liquidity Funds Government Portfolio		N/A	N/A	Level I	USD	N/A	N/A	$	278,417	23.8	%
Total Investments in Money Market Funds (cost of $278,417)								$	278,417	23.8	%
Total Investments and Cash Equivalents (cost of $1,173,674)								$	1,243,107	106.3	%

See notes to financial statements.

14

KKR Infrastructure Conglomerate LLC

Notes to Financial Statements (Unaudited)

(All Amounts in Thousands, Except Share and Per Share Data)

1.Organization

KKR Infrastructure Conglomerate LLC (“K-INFRA” and the “Company”) was formed on September 23, 2022 as a limited liability company under the laws of the state of Delaware, and the Company operates its business in a manner permitting it to be excluded from the definition of an “investment company” under the Investment Company Act of 1940, as amended. The Company is a holding company that seeks to acquire, own and control portfolio companies, special purpose vehicles and other entities through which infrastructure assets or businesses will be held (“Infrastructure Assets”), with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation. The Company commenced principal operations on June 1, 2023.

K-INFRA conducts a continuous private offering of the following investor shares: Class S Shares, Class D Shares, and Class I Shares (collectively with the Class U Shares, Class R-D Shares, Class R-S Shares and Class R Shares, the “Investor Shares” and, collectively with the Class E Shares, Class F Shares, Class G Shares and Class H Shares, the “Shares”) in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), including under Regulation D and Regulation S, (i) to accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of shares sold outside of the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act).

Holders of Investor Shares have equal rights and privileges with each other, except that Class D Shares, Class U Shares, Class I Shares, Class R-D Shares and Class R Shares do not pay a sales load or dealer-manager fees, the Class I Shares and Class R Shares are not subject to any servicing or distribution fees and the Class D Shares or Class R-D Shares are not subject to any distribution fees.

Holders of Class E Shares, Class F Shares, Class G Shares and Class H Shares (collectively, the “KKR Shares”) have equal rights and privileges with each other and, except for the Class G Shares, no class of shares will have any rights, powers or preferences with respect to determining the number of directors constituting the entire Board of Directors the (“Board”) or the appointment, election, or removal of any directors of officers of the Company. Kohlberg Kravis Roberts & Co. L.P. (together with its subsidiaries, “KKR”), through its ownership of all of the Company’s outstanding Class G Shares, hold, directly and indirectly, all of the voting power of the Company. The KKR Shares are not subject to the Management Fee (defined herein) or the Performance Participation Allocation (defined herein), and are not subject to any servicing or distribution fees.

The Company is sponsored by KKR and benefits from KKR’s infrastructure sourcing and management platform pursuant to a management agreement entered into with KKR DAV Manager LLC (the “Manager”) to support the Company in managing its portfolio of Infrastructure Assets with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation for holders of Shares (the “Shareholders”).

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements (referred to hereafter as the “financial statements”) are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are stated in United States (“U.S.”) dollars. The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these consolidated financial statements. Actual results could differ from those estimates.

The Company’s consolidated financial statements are prepared using the accounting and reporting guidance under Accounting Standards Codification 946, Financial Services—Investment Companies (“ASC 946”).

Basis of Consolidation

15

As provided under Regulation S-X and ASC 946, the Company will generally not consolidate its investment in a company other than a wholly owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidates in its consolidated financial statements the accounts of certain wholly owned subsidiaries that meet the criteria. All significant intercompany balances and transactions have been eliminated in consolidation.

Adoption of new and revised accounting standards

The Company has reviewed recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption.

For a detailed discussion about the Company’s significant accounting policies, see Note 2 to the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. During the nine months ended September 30, 2024, there were no significant updates to the Company’s significant accounting policies.

3.Investments

Summarized Infrastructure Assets Financial Information

The following table presents unaudited summarized financial information for the three and nine months ended September 30, 2024 and 2023 for the Infrastructure Assets in the aggregate in which the Company has an indirect equity interest:

Summarized Operating Data:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues	$	2,821,815	$	2,164,345	$	7,771,693	$	6,309,620
Expenses	2,704,652		2,083,509		7,622,928		6,183,547
Income before taxes	117,163		80,836		148,765		126,073
Income tax expense (benefit)	56,217		24,894		(27,149)		51,975
Consolidated net income (loss)	60,946		55,942		175,914		74,098
Net income (loss) attributable to non-controlling interests	(7,171)		3,083		(20,094)		10,547
Net income (loss)	$	68,117	$	52,859	$	196,008	$	63,551

The net income above represents the aggregated net income attributable to the controlling interests in each of the Company’s Infrastructure Assets and does not represent the Company’s proportionate share of income.

16

4.Fair Value Measurements - Investments

The following tables present fair value measurements of investments, by major class, according to the fair value hierarchy:

	September 30, 2024
Investments	Level I		Level II		Level III		Investments Measured at Net Asset Value (1)		Fair Value
Infrastructure Assets	$	—	$	—	$	2,781,612	$	45,000	$	2,826,612
Unrealized appreciation on foreign currency forward contracts	—		—		—		—		—
Unrealized depreciation on foreign currency forward contracts	—		(5,238)		—		—		(5,238)
Investments in Money Market Funds	291,434		—		—		—		291,434
Total	$	291,434	$	(5,238)	$	2,781,612	$	45,000	$	3,112,808

(1) Certain investments that are measured at fair value using the net asset value practical expedient under ASC 820 have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

	December 31, 2023
Investments	Level I		Level II		Level III		Fair Value
Infrastructure Assets	$	—	$	—	$	983,552	$	983,552
Unrealized appreciation on foreign currency forward contracts	—		28		—		28
Unrealized depreciation on foreign currency forward contracts	—		(18,890)		—		(18,890)
Investments in Money Market Funds	278,417		—		—		278,417
Total	$	278,417	$	(18,862)	$	983,552	$	1,243,107

The following table provides a reconciliation of the beginning and ending balances for investments that use Level III inputs for the nine months ended September 30, 2024:

Investments	Balance as of December 31, 2023		Purchases		Proceeds from sales and repayments		Net change in unrealized appreciation on investments		Net change in unrealized appreciation on foreign currency translation		Balance as of September 30, 2024
Infrastructure Assets	$	983,552	$	1,568,685	$	(2,353)	$	157,960	$	73,768	$	2,781,612
Total	$	983,552	$	1,568,685	$	(2,353)	$	157,960	$	73,768	$	2,781,612

17

The total change in unrealized appreciation included in the Consolidated Statements of Operations within net change in unrealized appreciation (depreciation) for the nine months ended September 30, 2024 attributable to Level III investments and foreign currency translation still held at September 30, 2024 was $157,960 and $73,768, respectively.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level III inputs for the nine months ended September 30, 2023:

Investments	Balance as of December 31, 2022		Purchases		Net change in unrealized appreciation on investments		Net change in unrealized depreciation on foreign currency translation		Balance as of September 30, 2023
Infrastructure Assets	$	—	$	456,513	$	23,885	$	(849)	$	479,549
Total	$	—	$	456,513	$	23,885	$	(849)	$	479,549

The total change in unrealized appreciation included in the Consolidated Statements of Operations within net change in unrealized appreciation (depreciation) for the nine months ended September 30, 2023 attributable to Level III investments and foreign currency translation still held at September 30, 2023 was $23,885 and $(849), respectively.

Derivative Instruments

The Company enters into foreign currency forward contracts to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of foreign currency denominated Infrastructure Asset transactions. A foreign currency forward contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. 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 as unrealized appreciation or depreciation. When a foreign currency forward contract is closed, through either delivery or offset by entering into another foreign currency forward contract, the Company recognizes realized appreciation or forward contracts involve elements of market risk in excess of the amounts reflected on the Consolidated Statements of Assets and Liabilities. The Company’s primary risk related to hedging is the risk of an unfavorable change in the foreign exchange rate underlying the foreign currency forward contract.

The following table presents the quantitative information about Level III fair value measurements of the Company’s Infrastructure Assets as of September 30, 2024 and December 31, 2023:

18

					As of September 30, 2024		As of December 31, 2023
Level III Assets	Fair Value September 30, 2024	Fair Value December 31, 2023	Valuation Methodology & Inputs	Unobservable Input(s) (1)	Weighted Average (2)	Range	Weighted Average (2)	Range	Impact to Valuation from an Increase in Input (3)
Infrastructure Assets	$2,781,612	$983,552	Inputs to market comparables, discounted cash flow and transaction price/other	Illiquidity Discount	5.8%	5.0% - 10.0%	5.1%	5.0% - 10.0%	Decrease
				Weight Ascribed to Market Comparables	1.4%	0.0% - 25.0%	4.0%	0.0% - 25.0%	(4)
				Weight Ascribed to Discounted Cash Flow	90.3%	0.0% - 100.0%	94.6%	0.0% - 100.0%	(5)
				Weight Ascribed to Transaction Price/Other	8.3%	0.0% - 100.0%	1.4%	0.0% - 100.0%	(6)
			Market comparables	Enterprise Value / Forward EBITDA Multiple	11.0x	11.0x - 11.0x	10.5x	10.5x - 10.5x	Increase
			Discounted cash flow	Weighted Average Cost of Capital	9.6%	6.4% - 15.1%	9.7%	6.7% - 12.1%	Decrease
				Enterprise Value / LTM EBITDA Exit Multiple	14.5x	7.0x - 23.0x	13.9x	9.5x - 21.0x	Increase

(1) In determining the inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies, and company-specific developments including exit strategies and realization opportunities. The Manager has determined that market participants would take these inputs into account when valuing the investments. “LTM” means Last Twelve Months.

(2) Inputs are weighted based on fair value of the investments included in the range.

(3) Unless otherwise noted, this column represents the directional change in the fair value of the Level III investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.

(4) The directional change from an increase in the weight ascribed to the market comparables approach would increase the fair value of the Level III investments if the market comparables approach results in a higher valuation than the discounted cash flow approach and transaction price approach. The opposite would be true if the market comparables approach results in a lower valuation than the discounted cash flow approach and transaction price approach.

(5) The directional change from an increase in the weight ascribed to the discounted cash flow approach would increase the fair value of the Level III investments if the discounted cash flow approach results in a higher valuation than the market comparables approach and transaction price approach. The opposite would be true if the discounted cash flow approach results in a lower valuation than the market comparables approach and transaction price approach.

(6) The directional change from an increase in the weight ascribed to the transaction price approach would increase the fair value of the Level III investments if the transaction price approach results in a higher valuation than the market comparables approach and discounted cash flow approach. The opposite would be true if the transaction price approach results in a lower valuation than the market comparables approach and discounted cash flow approach.

19

Valuations involve subjective judgments and may not accurately reflect realizable value. The assumptions above are determined by the Manager and reviewed by the Manager’s independent valuation advisor. A change in these assumptions or factors would impact the calculation of the value of our assets.

20

5.Related Party Transactions

Management Agreement

On September 25, 2023, the Company entered into an Amended and Restated Management Agreement with the Manager (the “Management Agreement”). Pursuant to the Management Agreement, the Manager is responsible for sourcing, evaluating and monitoring the Company’s acquisition opportunities and making recommendations to the Company’s executive committee related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s objectives, guidelines, policies and limitations, subject to oversight by the Board.

Pursuant to the Management Agreement, the Manager is entitled to receive a management fee (the “Management Fee”) from the Company in an amount equal to (i) 1.25% per annum of the month-end Net Asset Value attributable to Class D Shares, Class I Shares and Class S Shares, (ii) 1.00% per annum of the month-end NAV for a 60-month period following June 1, 2023 (the “Initial Offering”) attributable to Class U Shares, Class R-D Shares, Class R-S Shares and Class R Shares (provided, in the case of Class U Shares, Class R-S Shares and Class R Shares, that such Class U Shares, Class R-S Shares and Class R Shares are purchased by an investor as part of an intermediary’s aggregate subscription for at least $100,000 during the 12-month period following the Initial Offering) and 1.25% per annum of the month-end NAV attributable to Class U Shares, Class R-D Shares, Class R-S Shares and Class R Shares thereafter, each before giving effect to any accruals for certain fees and expenses. Such Management Fee is calculated based on the Company’s transactional net asset value, which is used to determine the price at which the Company sells and repurchases its Shares.

KKR or its affiliates (and in the case of directors’ fees, KKR executives) are expected to be paid transaction fees and monitoring fees in connection with the acquisition, ownership, control and exit of Infrastructure Assets, and KKR or its affiliates are expected to be entitled to receive “break-up” or similar fees in connection with unconsummated transactions (“Other Fees”). The Management Fee payable in any monthly period is subject to reduction, but not below zero, by an amount equal to any Other Fees allocable to Investor Shares pursuant to the terms of the Management Agreement. The Manager, in its sole discretion, may forgo reimbursement by the Company of certain expenses incurred by the Manager or its affiliates (other than the Company and its subsidiaries) on behalf of the Company in each calendar month to the extent there remains any Other Fees that are not used to offset the Management Fee. Any Other Fees used to offset such expenses will not be applied again to offset future Management Fees.

For the three and nine months ended September 30, 2024, the Manager earned $6,834 and $15,861 in gross Management Fees, respectively. For the three and nine months ended September 30, 2024, the Company offset Management Fees and certain operating expenses of $6,834 and $17,251, respectively.

For the three and nine months ended September 30, 2023, the Manager earned $1,357 and $1,532 in gross Management Fees, respectively. For both the three and nine months ended September 30, 2023, the Company offset Management Fees and certain operating expenses of $339.

As of September 30, 2024 and December 31, 2023, there were unapplied credits of $18,582 and $6,533, respectively, to be carried forward that relate to Other Fees earned.

As of September 30, 2024 and December 31, 2023, the Company does not owe a net Management Fee to the Manager. Pursuant to the Management Agreement, such amounts earned may be offset by the Manager against amounts due to the Company from the Manager.

Performance Participation Allocation

Under the limited liability company agreement of the Company (as amended, the “LLC Agreement”), for as long as the Management Agreement has not been terminated, the Class H Members may receive a Performance Participation Allocation from the Company. The Class H Member is an affiliate of KKR.

KKR is allocated a “Performance Participation Allocation” equal to 12.5% of the Total Return attributable to Investor Shares subject to the annual Hurdle Amount and a High Water Mark, with a 100% Catch-Up (each as defined in the LLC Agreement). Such allocation will be measured and allocated or paid annually (excluding the initial Reference Period, as defined in the LLC Agreement) and accrued monthly (subject to pro-rating for partial periods). KKR may elect to receive the Performance Participation Allocation in cash and/or Class F Shares. Specifically, promptly following the end of each

21

Reference Period (and at other times as described below), KKR is allocated a Performance Participation Allocation in an amount equal to:

•First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to KKR equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to KKR pursuant to this clause (any such amount, the “Catch-Up”); and

•Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits.

KKR will also be allocated a Performance Participation Allocation with respect to all Investor Shares that are repurchased in connection with repurchases of Shares in an amount calculated as described above with the relevant period being the portion of the “Reference Period” (which is the applicable year beginning on October 1 and ending on September 30 of the next succeeding year, with the initial Reference Period being the period from June 1, 2023 to September 30, 2024) for which such Shares were outstanding, and proceeds for any such Share repurchases will be reduced by the amount of any such Performance Participation Allocation. Such Performance Participation Allocation is calculated based on the Company’s transactional net asset value, which is used to determine the price at which the Company sells and repurchases its Shares.

If the Performance Participation Allocation is paid in Class F Shares, such Shares may be repurchased at KKR’s request and will be subject to the repurchase limitations of our share repurchase plan.

A Performance Participation Allocation accrual of $33,038 and $8,335 was recorded as of September 30, 2024 and December 31, 2023 in the Consolidated Statements of Assets and Liabilities. The Consolidated Statements of Operations reflects a $13,991 and $24,728 Performance Participation Allocation for the three and nine months ended September 30, 2024, respectively. The Consolidated Statements of Operations reflects a $1,281 and $2,595 Performance Participation Allocation for the three and nine months ended September 30, 2023, respectively. During the three and nine months ended September 30, 2024, the Company issued approximately 339 and 873 Class F Shares for $10 and $25 to the Class H Member, respectively, for payment of the Performance Participation Allocation resulting from repurchases of Investor Shares.

Dealer-Manager Agreement

On September 25, 2023, the Company entered into an Amended and Restated Dealer-Manager Agreement (as amended from time to time, the “Dealer-Manager Agreement”) with KKR Capital Markets LLC (the “Dealer-Manager”).

Pursuant to the Dealer-Manager Agreement, the Dealer-Manager solicits sales of the Company’s Shares authorized for issue in accordance with the Company’s confidential Private Placement Memorandum (the “PPM”) and provides certain administrative and shareholder services to the Company, subject to the terms and conditions set forth in the Dealer-Manager Agreement. The Dealer-Manager receives certain front-end sales charges, Distribution Fees, Servicing Fees and certain other fees as described in the PPM.

Refer to “Note 7. Credit Facility” for further discussion over additional transactions with the Dealer-Manager.

Distribution Fees and Servicing Fees

The Company will pay KKR Capital Markets LLC ongoing distribution and servicing fees (a) of 0.85% of NAV per annum for Class S Shares, Class R-S Shares and Class U Shares only (consisting of a 0.60% distribution fee (the “Distribution Fee”) and a 0.25% shareholder servicing fee (the “Servicing Fee”)), payable monthly in arrears, as they become contractually due and (b) of 0.25% for Class D Shares and Class R-D Shares only (all of which constitutes payment for shareholder services, with no payment for distribution services) in each case as accrued, and payable monthly. Such Distribution Fee and Servicing Fee are calculated based on the Company’s transactional net asset value, which is used to determine the price at which the Company sells and repurchases its Shares. Class I Shares, Class R Shares, Class E Shares, Class F Shares, Class G Shares and Class H Shares do not incur Distribution Fees or Servicing Fees. All or a portion of the Distribution Fee or Servicing Fee may be used to pay for sub-transfer agency, platform, sub-accounting and certain other administrative services. The Dealer-Manager (defined below) generally expects to reallow the Distribution Fee and the Servicing Fee to participating broker dealers or other intermediaries. The Company also pays for certain sub-transfer agency, sub-accounting and administrative services outside of the Distribution Fee and Servicing Fee.

22

Under GAAP, the Company accrues the cost of the Servicing Fees and Distribution Fees, as applicable, for the estimated life of the shares as an offering cost at the time the Company sells Class S Shares, Class U Shares, Class D Shares, Class R-D Shares and Class R-S Shares. As of September 30, 2024 and December 31, 2023, the Company has accrued $101,308 and $51,440, respectively, of Servicing Fees and Distribution Fees payable to the Dealer-Manager (defined below) related to the Class S Shares, Class U Shares, Class D Shares, and Class R-D Shares sold.

Expense Limitation and Reimbursement Agreement

On December 16, 2023, the Company entered into a Second Amended and Restated Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Manager, which amended and restated the Amended and Restated Expense Limitation and Reimbursement Agreement, dated as of May 10, 2023. The Expense Limitation Agreement extends the Limitation Period (as defined in the Expense Limitation Agreement) to December 31, 2024. Pursuant to the Expense Limitation Agreement, the Manager will forgo an amount of its monthly management fee and/or pay, absorb or reimburse certain expenses of the Company, to the extent necessary so that, for any fiscal year, the Company’s annual Specified Expenses (defined below) do not exceed 0.60% of the Company’s net assets as of the end of each calendar month. “Specified Expenses” is defined to include all expenses incurred in the business of the Company, including organizational and offering costs, with the exception of (i) the management fee, (ii) the Performance Participation Allocation, (iii) the Servicing Fee, (iv) the Distribution Fee, (v) asset or entity level expenses, (vi) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated transactions, (vii) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (viii) taxes, (ix) ordinary corporate operating expenses (including costs and expenses related to hiring, retaining, and compensating employees and officers of the Company), (x) certain insurance costs and (xi) extraordinary expenses (as determined in the sole discretion of the Manager).

The Expense Limitation Agreement will be in effect through and including December 31, 2024, but may be renewed by the mutual agreement of the Manager and the Company for successive terms. Under the Expense Limitation Agreement, the Company has agreed to carry forward the amount of the foregone management fees and/or expenses paid, absorbed or reimbursed by the Manager for a period not to exceed three years from the end of the month in which the Manager waived or reimbursed such fees or expenses and to reimburse the Manager for such fees or expenses in accordance with the Expense Limitation Agreement.

For the three months ended September 30, 2024, the Manager did not reimburse expenses incurred by the Company, pursuant to the Expense Limitation Agreement. For the nine months ended September 30, 2024, the Manager agreed to reimburse expenses of $2,377 incurred by the Company, pursuant to the Expense Limitation Agreement, which amount is subject to recoupment within a three year period.

For the three and nine months ended September 30, 2023, the Manager agreed to reimburse expenses of $3,906 and $8,640, respectively, incurred by the Company, pursuant to the Expense Limitation Agreement.

For the three and nine months ended September 30, 2024, the Manager recouped expenses of $776 and $816, respectively, incurred by the Company, pursuant to the Expense Limitation Agreement.

For both the three and nine months ended September 30, 2023, the Manager did not recoup expenses incurred by the Company, pursuant to the Expense Limitation Agreement.

On the Company’s Consolidated Statement of Assets and Liabilities, as of September 30, 2024, the Company has recorded $6,129 as amounts Due to Manager and affiliates related to amounts paid by the Manager on behalf of the Company, amounts recouped under the Expense Limitation Agreement and payable for Infrastructure Assets acquired.

On the Company’s Consolidated Statement of Assets and Liabilities, as of December 31, 2023, the Company has recorded $16,549 as amounts Due from Manager related to amounts waived under the Expense Limitation Agreement and $19,174 as amounts Due to Manager and affiliates related to amounts paid by the Manager on behalf of the Company.

The following table reflects the amounts subject to recoupment pursuant to the Expense Limitation Agreement and the expiration for future possible recoupments by the Manager as of September 30, 2024:

23

For the Three Months Ended	Amount		Last Expiration Date
September 30, 2022	$	2,822	September 30, 2025
December 31, 2022	1,797		December 31, 2025
March 31, 2023	2,963		March 31, 2026
June 30, 2023	1,771		June 30, 2026
September 30, 2023	3,906		September 30, 2026
December 31, 2023	2,474		December 31, 2026
March 31, 2024	1,923		March 31, 2027
June 30, 2024	454		June 30, 2027
September 30, 2024	—		September 30, 2027
Total	$	18,110

As of September 30, 2024, management believed that it is not probable for the Company to be required to reimburse the expenses waived by the Manager.

Line of Credit

On August 9, 2024, a wholly-owned subsidiary of the Company (collectively with future subsidiaries of the Company as may be added and removed from time to time, the “Line of Credit Borrowers”), entered into an unsecured, uncommitted line of credit (the “Line of Credit”) to provide for up to a maximum aggregate principal amount of $350,000 with KKR Alternative Assets LLC (the “Lender”), an affiliate of the Company.

The Line of Credit expires on August 8, 2025, subject to six-month extension options requiring the Lender’s approval. The applicable interest rate is a rate up to the then-current rate offered by a third-party lender or, if no such rate is available, up to the sum of the Secured Overnight Financing Rate applicable to such loan plus 3.25% per annum. Each advance under the Line of Credit is repayable on the earliest of (i) the 180th day following the earlier of (x) the Lender’s demand and (y) the expiration of the Line of Credit and (ii) if specified, the scheduled date of repayment for each such loan as set forth in the relevant loan request (the “Scheduled Repayment Date”), which date shall in no case be later than 364 days following the borrowing of such loan (unless the Lender, in its sole discretion, consents to a Scheduled Repayment Date that is later than 364 days following the borrowing of such loan). To the extent the Company has not repaid all loans and other obligations under the Line of Credit after a repayment event has occurred, the Company is obligated to apply excess available cash proceeds to the repayment of such loans and other obligations; provided that the Line of Credit Borrowers will be permitted to (i) make payments to fulfill any repurchase requests pursuant to the Company’s share repurchase plan or any excess tender offer on the terms described in the Company’s private placement memorandum, (ii) use funds to close any acquisition to which the Company committed to prior to receiving a demand notice, (iii) make elective distributions of an amount not to exceed amounts paid in the immediately preceding fiscal quarter and (iv) pay any taxes when due. The Line of Credit also permits voluntary prepayment of principal and accrued interest without any penalty other than customary breakage costs subject to the Lender’s discretion. Each Line of Credit Borrower may withdraw from the Line of Credit at the time all such obligations held by such Line of Credit Borrower to the Lender under the Line of Credit have been repaid to the Lender in full. The Line of Credit contains customary events of default. As is customary in such financings, if an event of default occurs under the Line of Credit, the Lender may accelerate the repayment of amounts outstanding under the Line of Credit and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period.

None of the Lender and its assignees shall have any recourse to any entities with interests in the Line of Credit Borrowers such as a general partner or investor, including the Company, or any of their respective assets for any indebtedness or other monetary obligation incurred under the Line of Credit.

As of September 30, 2024, the Line of Credit Borrowers had an outstanding balance of $249,128 under the Line of Credit. The Line of Credit Borrowers and Lender agreed to a 0.00% per annum interest rate on all borrowings outstanding as of September 30, 2024. The carrying amount outstanding under the Line of Credit approximates its fair value as of September 30, 2024.

Infrastructure Assets

24

For both the three and nine months ended September 30, 2024, KKR Alternative Assets LLC, an indirect subsidiary of KKR, contributed ownership interests in certain Infrastructure Assets to the Company for aggregate consideration of $378,487 in exchange for cash and borrowings under the Line of Credit.

For the three months ended September 30, 2023, the Company did not issue Class E Shares of the Company to KKR Alternative Assets LLC for aggregate consideration in exchange for the contribution to the Company of ownership interests in certain Infrastructure Assets. For the nine months ended September 30, 2023, the Company issued Class E Shares of the Company to KKR Alternative Assets LLC for aggregate consideration of $444,013 in exchange for the contribution to the Company of ownership interests in certain Infrastructure Assets.

25

6.Shareholders’ Equity

The following table is a summary of the movement in the Company’s outstanding Shares during the three months ended September 30, 2024:

	Shares Outstanding as of June 30, 2024	Shares Issued During the Period	Shares Repurchased During the Period	Shares Issued Upon Reinvestment of Distributions During the Period	Transfers In	Transfers Out	Shares Outstanding as of September 30, 2024
Class I Shares	2,537,525	6,095,191	—	18,030	1,368	—	8,652,114
Class S Shares	2,977,216	7,590,155	—	20,275	—	—	10,587,646
Class U Shares	46,526,340	—	(37,579)	308,755	—	(42,536)	46,754,980
Class R-D Shares	750,832	—	—	7,324	—	—	758,156
Class R Shares	28,963,732	—	(1,000)	218,030	41,052	—	29,221,814
Class D Shares	397,968	391,885	—	3,765	—	—	793,618
Class R-S Shares	—	—	—	—	—	—	—
Class E Shares	40	—	—	—	—	—	40
Class F Shares	53,127	2,555	—	27	—	—	55,709
Class G Shares	40	—	—	—	—	—	40
Class H Shares	40	—	—	—	—	—	40
Total	82,206,860	14,079,786	(38,579)	576,206	42,420	(42,536)	96,824,157

The following table is a summary of the movement in the Company’s outstanding Shares during the nine months ended September 30, 2024:

	Shares Outstanding as of December 31, 2023	Shares Issued During the Period	Shares Repurchased During the Period	Shares Issued Upon Reinvestment of Distributions During the Period	Transfers In	Transfers Out	Shares Outstanding as of September 30, 2024
Class I Shares	131,691	7,946,023	—	18,109	687,982	(131,691)	8,652,114
Class S Shares	—	10,473,522	—	20,275	93,849	—	10,587,646
Class U Shares	28,088,229	18,267,917	(83,433)	691,329	—	(209,062)	46,754,980
Class R-D Shares	353,076	371,276	—	14,404	19,400	—	758,156
Class R Shares	16,671,146	12,451,967	(30,001)	495,583	317,621	(684,502)	29,221,814
Class D Shares	380	789,466	—	3,772	—	—	793,618
Class R-S Shares	—	93,561	—	220	—	(93,781)	—

26

Class E Shares	40	—	—	—	—	—	40
Class F Shares	49,830	5,815	—	64	—	—	55,709
Class G Shares	40	—	—	—	—	—	40
Class H Shares	40	—	—	—	—	—	40
Total	45,294,472	50,399,547	(113,434)	1,243,756	1,118,852	(1,119,036)	96,824,157

The following table is a summary of the movement in the Company’s outstanding Shares during the three months ended September 30, 2023:

	Shares Outstanding as of June 30, 2023	Shares Issued During the Period	Shares Repurchased During the Period	Shares Outstanding as of September 30, 2023
Class I Shares	—	41,465	—	41,465
Class U Shares	5,012,365	13,140,595	—	18,152,960
Class R Shares	2,957,453	8,434,321	—	11,391,774
Class D Shares	—	4,509	—	4,509
Class E Shares	9,960,519	—	(9,960,519)	—
Class F Shares	—	36,944	—	36,944
Class G Shares	40	—	—	40
Class H Shares	40	—	—	40
Total	17,930,417	21,657,834	(9,960,519)	29,627,732

The following table is a summary of the movement in the Company’s outstanding Shares during the nine months ended September 30, 2023:

	Shares Outstanding as of December 31, 2022	Shares Issued During the Period	Shares Repurchased During the Period	Shares Outstanding as of September 30, 2023
Class I Shares	—	41,465	—	41,465
Class U Shares	—	18,152,960	—	18,152,960
Class R Shares	—	11,391,774	—	11,391,774
Class D Shares	—	4,509	—	4,509
Class E Shares	—	17,760,519	(17,760,519)	—
Class F Shares	—	36,944	—	36,944
Class G Shares	40	—	—	40
Class H Shares	—	40	—	40
Total	40	47,388,211	(17,760,519)	29,627,732

27

Distribution Reinvestment Plan

The Company adopted a Distribution Reinvestment Plan (the “DRIP”) in which cash distributions to holders of the Company’s Shares will automatically be reinvested in additional whole and fractional Shares attributable to the class of Shares that a Shareholder owns unless such holders elect to receive distributions in cash. Shareholders may terminate their participation in the DRIP with prior written notice to us. Under the DRIP, Shareholders’ distributions are reinvested in Shares of the same class owned by the Shareholder for a purchase price equal to the most recently available NAV per Share. Shareholders will not pay a sales load when purchasing Shares under the DRIP; however, Class S Shares, Class D Shares, Class U Shares, Class R-S Shares and Class R-D Shares, including those issued under the DRIP, will be subject to applicable ongoing distribution and/or servicing fees.

Share Repurchases

The Company offers a share repurchase plan pursuant to which, on a quarterly basis, Shareholders may request that the Company repurchase all or any portion of their Shares. The Company may repurchase fewer Shares than have been requested in any particular quarter to be repurchased under its share repurchase plan, or none at all, in its discretion at any time. In addition, the aggregate NAV of total repurchases of Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-S Shares, Class R-D Shares, Class R Shares and/or Class F Shares under its share repurchase plan will be limited to no more than 5% of our aggregate NAV attributable to such classes of shares per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter).

The following table summarizes the Shares repurchased during the nine months ended September 30, 2024:

Share Class	Repurchase Price per Share		Number of Shares Repurchased	Gross Consideration		5% Early Repurchase Fee		Net Consideration
Shares repurchased on February 5, 2024:
Class U Shares	$	26.94	4,060	$	109	$	5	$	104
Class R Shares	26.96		9,644	260		13		247
Shares repurchased on May 6, 2024:
Class U Shares	27.17		41,794	1,136		51		1,085
Class R Shares	27.19		19,357	526		26		500
Shares repurchased on August 5, 2024:
Class U Shares	27.48		37,579	1,033		52		981
Class R Shares	27.50		1,000	27		1		26
Total			113,434	$	3,091	$	148	$	2,943

Repurchase Arrangement for Class E Shares held by KKR

For the three and nine months ended September 30, 2024, pursuant to the KKR Share Repurchase Arrangement, effective April 28, 2023 (as amended, the “KKR Share Repurchase Arrangement”), the Company did not repurchase any Class E Shares of the Company from KKR.

For a detailed description of the KKR Share Repurchase Arrangement, see Note 6 to the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

28

7.Credit Facility

Revolving Credit Agreement

On April 3, 2024, certain subsidiaries (collectively, the “Borrowers”) of the Company entered into a revolving credit agreement (as amended from time to time, the “Credit Agreement”) with Mizuho Bank, Ltd., as joint lead arranger, administrative agent, and collateral agent, KKR Capital Markets LLC, an indirect subsidiary of KKR & Co. Inc. and affiliate of the Company, as joint lead arranger, and the lenders party thereto. On April 3, 2024, the Company remitted $750 to the Dealer-Manager, an affiliate of the Company, for arranger fees related to the Credit Agreement.

Under the Credit Agreement, the lenders have agreed to make credit available to the Borrowers in an aggregate initial principal amount of up to $150,000, with an uncommitted accordion feature that would allow the Borrowers to increase the commitment to up to $1,000,000 in the aggregate. The Credit Agreement matures on April 2, 2027, unless there is an earlier termination or an acceleration following an event of default.

On September 30, 2024, the Borrowers entered into an amendment (the “Credit Agreement Amendment”) to the Credit Agreement. Pursuant to the Credit Agreement Amendment, the credit available to the Borrowers was increased by $150,000 to an aggregate principal amount of $300,000. On September 30, 2024, the Company remitted $750 to the Dealer-Manager, an affiliate of the Company, for arranger fees related to the Credit Agreement Amendment.

Except as described above, the material terms of the Credit Agreement remain unchanged by the Credit Agreement Amendment.

Advances under the Credit Agreement denominated in U.S. dollars bear interest, at the relevant Borrower’s option, at (i) daily or term Secured Overnight Financing Rate (SOFR) plus a spread of 3.25% per annum or (ii) a reference rate plus a spread of 2.25% per annum. Advances under the Credit Agreement denominated in currencies other than U.S. dollars will bear interest at certain local rates consistent with market standards plus a spread of 3.25% per annum. If the usage under the Credit Agreement is less than 50% of the aggregate commitments under the Credit Agreement, the Borrowers of the Company shall pay an unused fee of 0.50% per annum of the principal obligations. If the usage under the Credit Agreement is equal to or greater than 50% of the aggregate commitments under the Credit Agreement, the Borrowers of the Company shall pay an unused fee of 0.40% per annum of the principal obligations.

Under the terms of the Credit Agreement, the Company is subject to customary affirmative and negative covenants.

The Company incurred $10,519 of costs associated with entry into the Credit Agreement and Credit Agreement Amendment. These costs have been capitalized within Deferred financing costs on the Consolidated Statement of Assets and Liabilities. As of September 30, 2024, total remaining unamortized deferring financing costs for the Credit Agreement was $9,373.

As of September 30, 2024, the Borrowers did not have an outstanding balance under the Credit Agreement. The carrying amount outstanding under the Credit Agreement approximates its fair value as of September 30, 2024.

8.Distributions

The net distribution per share declared on each class of the Company’s shares is determined by subtracting estimated shareholder servicing fees and distribution fees per share applicable for such class from the gross distribution per share which is the same for all classes of the Company’s shares. Such shareholder servicing fees and distribution fees per share are payable to the Dealer-Manager as they become contractually due.

The following table details aggregate quarterly distributions per share declared to shareholders as of applicable record date for each applicable class of the Company’s shares for each of the three and nine months ended September 30, 2024:

29

Record Date	Class I Shares		Class S Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares		Class E Shares		Class F Shares
March 31, 2024	$	0.2800	$	—	$	0.2221	$	0.2630	$	0.2800	$	0.2630	$	0.2220	$	0.2800	$	0.2800
June 30, 2024	0.2900		0.2316		0.2317		0.2728		0.2900		0.2728		—		0.2900		0.2900
September 30, 2024	0.3000		0.2401		0.2402		0.2824		0.3000		0.2824		—		0.3000		0.3000
Total	$	0.8700	$	0.4717	$	0.6940	$	0.8182	$	0.8700	$	0.8182	$	0.2220	$	0.8700	$	0.8700

The distributions for each class of shares were payable to holders of record at the close of business on March 31, 2024, June 30, 2024 and September 30, 2024, with payments on April 24, 2024, July 25, 2024 and October 25, 2024, respectively. The net distributions were paid in cash or reinvested in shares of the Company for shareholders participating in the Company’s DRIP.

30

9.Commitments and Contingencies

Litigation

The Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.

Funding Commitments and Others

As of September 30, 2024 and December 31, 2023, the Company had unfunded commitments consisting of $259,861 and $33,500, respectively, related to its investment in Infrastructure Assets.

Indemnification

Under the LLC Agreement and organizational documents, the members of the Board, officers of the Company, the Manager, KKR, and their respective affiliates, directors, officers, representatives, agents and employees are indemnified against certain liabilities arising out of the performance of their duties to the Company. In the normal course of business, the Company enters into contracts that contain a variety of representations and that provide general indemnifications. The Company’s maximum liability exposure under these arrangements is unknown, as future claims that have not yet occurred may be made against the Company.

31

10.Financial Highlights

The following is a schedule of the financial highlights of the Company attributed to each class of shares for the period from January 1, 2024 through September 30, 2024:

	Class I Shares			Class S Shares			Class U Shares			Class R-D Shares			Class R Shares			Class D Shares			Class E Shares			Class F Shares			Class G Shares			Class H Shares
Per share data attributed to shares (1)
Net asset value per share at beginning of period (January 1, 2024)	$	26.96		$	—		$	25.16		$	26.41		$	26.96		$	26.61		$	27.47		$	27.49		$	27.94		$	27.94
Consideration from the issuance of shares	(0.02)			3.70			0.82			0.33			—			0.81			—			—			—			—
Repurchases of shares	—			—			—			—			—			—			—			—			—			—
Reinvestment of distributions	—			0.01			0.03			0.01			—			0.01			—			—			—			—
Transfers in	—			27.36			—			0.02			—			—			—			—			—			—
Transfers out	—			—			(0.01)			—			—			—			—			—			—			—
Accrued shareholder servicing fees and distribution fees (2)	—			(3.68)			(0.86)			(0.35)			—			(1.79)			—			—			—			—
Early repurchase fee (2)	—			—			—			—			—			—			—			—			—			—
Distributions declared (3)	(0.87)			(0.47)			(0.69)			(0.82)			(0.87)			(0.82)			(0.87)			(0.87)			—			—
Net investment (loss) income (2)	(0.10)			(0.06)			(0.08)			(0.09)			(0.08)			(0.15)			0.23			0.25			0.23			0.23
Net realized gain (loss) and change in unrealized appreciation (depreciation) (2)	2.28			(0.43)			2.18			2.22			2.24			3.03			2.31			2.27			2.38			2.38
Net increase (decrease) in net assets attributed to shareholders	1.29			(0.93)			1.39			1.32			1.29			1.09			1.67			1.65			2.61			2.61
Net asset value per share at the end of period (September 30, 2024)	$	28.25		$	26.43		$	26.55		$	27.73		$	28.25		$	27.70		$	29.14		$	29.14		$	30.55		$	30.55
Net assets at end of period (September 30, 2024)	$	244,448		$	279,848		$	1,241,328		$	21,026		$	825,633		$	21,984		$	1		$	1,623		$	1		$	1
Shares outstanding at end of period (September 30, 2024)	8,652,114			10,587,646			46,754,980			758,156			29,221,814			793,618			40			55,709			40			40
Weighted average shares outstanding at end of period (September 30, 2024)	2,491,724			5,444,788			41,896,181			636,275			25,947,611			245,788			40			53,164			40			40
Ratio/Supplemental data for Shares (not annualized):
Ratios to average net asset value: (4)
Operating expenses before Performance Participation Allocation (5) (7)	0.58		%	0.35		%	0.54		%	0.52		%	0.51		%	0.62		%	0.51		%	0.51		%	0.51		%	0.51		%
Operating expenses before expenses reimbursed and/or recouped by Manager (5) (6)	2.11		%	1.26		%	1.88		%	1.83		%	1.77		%	2.17		%	0.63		%	0.62		%	0.62		%	0.62		%
Operating expenses after expenses reimbursed and/or recouped by Manager (5) (6)	2.18		%	1.31		%	1.79		%	1.76		%	1.69		%	2.25		%	0.51		%	0.51		%	0.51		%	0.51		%
Operating expenses after Performance Participation Allocation (5) (7)	2.18		%	1.31		%	1.79		%	1.76		%	1.69		%	2.25		%	0.51		%	0.51		%	0.51		%	0.51		%

32

Net investment income (loss) (5)	(0.37)	%	(0.24)	%	(0.30)	%	(0.33)	%	(0.29)	%	(0.53)	%	0.89	%	0.89	%	0.89	%	0.89	%
Total return attributed to Shares based on net asset value (5) (8)	8.01	%	(1.68)	%	8.27	%	8.10	%	8.01	%	7.18	%	9.25	%	9.17	%	9.34	%	9.34	%

The following is a schedule of the financial highlights of the Company attributed to each class of shares for the period from June 1, 2023 (commencement of principal operations) through September 30, 2023:

	Class I Shares			Class U Shares			Class R Shares			Class D Shares			Class F Shares			Class G Shares			Class H Shares
Per share data attributed to shares (1)
Net asset value per share at beginning of period (June 1, 2023)	$	—		$	—		$	—		$	—		$	—		$	25.00		$	—
Consideration from the issuance of shares	26.19			25.84			25.87			26.17			26.50			—			25.00
Repurchase of shares (2)	—			—			—			—			—			—			—
Accrued shareholder servicing fees and distribution fees (2)	—			(3.00)			—			(0.62)			—			—			—
Distributions declared (3)	(0.24)			(0.18)			(0.24)			(0.22)			(0.18)			—			—
Net investment (loss) income (2)	0.40			0.16			0.16			0.31			0.56			—			—
Net change in unrealized appreciation (depreciation) (2)	(0.05)			1.75			0.51			0.31			(0.22)			1.84			1.84
Net increase (decrease) in net assets attributed to shareholders	0.11			(1.27)			0.43			(0.22)			0.16			1.84			1.84
Net asset value per share at the end of period (September 30, 2023)	$	26.30		$	24.57		$	26.30		$	25.95		$	26.66		$	26.84		$	26.84
Net assets at end of period (September 30, 2023)	$	1,091		$	446,105		$	299,612		$	117		$	985		$	1		$	1
Shares outstanding at end of period (September 30, 2023)	41,465			18,152,960			11,391,774			4,509			36,944			40			40
Weighted average shares outstanding at end of period (September 30, 2023)	17,435			10,594,184			6,724,324			3,248			14,381			40			40
Ratio/Supplemental data for Shares (not annualized):
Ratios to average net asset value: (4)
Operating expenses before Performance Participation Allocation (5)	0.41		%	0.61		%	0.58		%	0.48		%	0.20		%	0.35		%	0.35		%
Operating expenses before expenses reimbursed by Manager (5) (6)	1.32		%	2.24		%	2.09		%	1.40		%	0.79		%	1.40		%	1.40		%
Operating expenses after expenses reimbursed by Manager (5) (6)	0.70		%	1.22		%	1.14		%	0.71		%	0.20		%	0.35		%	0.35		%
Operating expenses after Performance Participation Allocation (5) (7)	0.70		%	1.22		%	1.14		%	0.71		%	0.20		%	0.35		%	0.35		%
Net investment income (loss) (5)	1.41		%	0.66		%	0.63		%	0.71		%	2.04		%	0.92		%	0.92		%
Total return attributed to Shares based on net asset value (5) (8)	3.07		%	(6.90)		%	5.07		%	(0.25)		%	3.56		%	7.00		%	7.00		%

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

33

(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 declared reflect the actual amount of distributions paid per share during the applicable period.

(4) Actual results may not be indicative of future results. Additionally, an individual Shareholder’s ratios may vary from the ratios presented for a share class as a whole.

(5) Weighted average net assets during the applicable period are used for this calculation.

(6) Ratios presented after accounting for the accrual of the Performance Participation Allocation.

(7) Ratios presented after expenses reimbursed and/or recouped by Manager.

(8) The Total return is calculated for each share class as the change in the net asset value for such share class during the period plus any distributions per share declared in the period, and assumes any distributions are reinvested in accordance with the Company’s distribution reinvestment plan. Amounts are not annualized and are not representative of total return as calculated for purposes of the Performance Participation Allocation as described in “Note 5. Related Party Transactions.” The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by Shareholders in the purchase of the Company’s shares. See “Note 8. Distributions” above, for declarations of distributions for the period from January 1, 2024 to September 30, 2024. The Company did not declare or pay any distributions for the period from June 1, 2023 (commencement of principal operations) through September 30, 2023.

34

11.Income Taxes

The Company operates so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended, and not as a publicly traded partnership taxable as a corporation. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that the Company will be considered a publicly traded partnership and will not meet the qualifying income exception, which would result in the Company being treated as a publicly traded partnership and taxed as a corporation, rather than as a partnership. In such case, the members would then be treated as shareholders in a corporation, and the Company would become taxable as a corporation for U.S. federal, state and/or local income tax purposes. The Company would be required to pay income tax at corporate rates on its net taxable income.

In addition, the Company operates, in part, through subsidiaries that may be treated as corporations for U.S. and non-U.S. tax purposes and therefore may be subject to current and deferred U.S. federal, state and/or local income taxes at the subsidiary level.

The effective tax rate was 0.6% and 0.9% for the three and nine months ended September 30, 2024, respectively. The primary items giving rise to the difference between the 0% federal statutory rate applicable to partnerships and the effective tax rate is due to US federal, state, and local taxes on the Company's subsidiaries.

12.Subsequent Events

Unregistered Sales of Equity Securities

On October 1, 2024, the Company sold the following Investor Shares of the Company (with the final number of shares determined on October 18, 2024) to third party investors for cash:

Class	Number of Shares Sold	Consideration, net
Class S Shares	2,004,799	$	56,684
Class I Shares	1,466,774	41,441
Class D Shares	67,890	1,917
Total		$	100,042

Performance Participation Allocation

On October 1, 2024, the Company issued 1,133,884 Class F Shares to KKR in satisfaction of the Performance Participation Allocation accrual of $33,038 due to KKR as of September 30, 2024.

Distribution Reinvestment Plan

On October 25, 2024, pursuant to the DRIP, the Company issued approximately 59,749 Class I Shares, approximately 73,387 Class S Shares, approximately 311,918 Class U Shares, approximately 7,452 Class R-D Shares, approximately 221,527 Class R Shares, approximately 5,626 Class D Shares and approximately 31 Class F Shares, for aggregate consideration of $19,199 from the reinvestment in shares of the Company for shareholders participating in the DRIP.

On November 7, 2024, the Company adopted an Amended and Restated Distribution Reinvestment Plan (the “A&R DRIP”), effective November 7, 2024, pursuant to which cash distributions to holders of the Company’s Shares will automatically be reinvested in whole and fractional Shares attributed to the class of Shares that a shareholder owns unless such holders elect to receive such distribution in cash. Pursuant to the A&R DRIP, if a shareholder requests that the Company repurchase all of the shareholder’s Shares pursuant to the Company's share repurchase plan, such shareholder’s participation in the A&R DRIP shall be deemed terminated effective upon the Company’s receipt of such request, regardless of whether or not the Company accepts all such shares for repurchase pursuant to the share repurchase plan, provided, that, if such shareholder subsequently withdraws its request prior to the applicable deadline therefor under the share repurchase plan, such shareholder may participate in the A&R DRIP by notifying the Company and the plan administrator of the A&R DRIP at least three (3) days prior to the record date of a distribution from the Company.

Share Repurchases

35

The Company has a share repurchase plan, whereby on a quarterly basis, Shareholders may request that the Company repurchase all or any portion of their Shares. The aggregate NAV of total repurchases of Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-D Shares, Class R-S Shares, Class R Shares and Class F Shares, if any, will be limited to no more that 5.0% of the NAV per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter).

The following table summarizes the Shares repurchased on November 5, 2024 by the Company in connection with the Company’s share repurchase plan:

Share Class	Repurchase Price per Share		Number of Shares Repurchased	Gross Consideration		5% Early Repurchase Fee		Net Consideration
Class U Shares	$	28.23	51,455	$	1,453	$	71	$	1,382
Class R Shares	28.25		32,980	932		46		886
Class S Shares	28.27		9,085	257		13		244
Class I Shares	28.25		3,185	90		4		86
Total			96,705	$	2,732	$	134	$	2,598

Revolving Credit Facility Upsize

On October 9, 2024, the Borrowers entered into a second amendment (the “Second Amendment”) to the Credit Agreement. Pursuant to the Second Amendment, the credit available to the Borrowers was increased by $100,000 to an aggregate principal amount of $400,000. On October 9, 2024, the Company remitted $500 to the Dealer-Manager, an affiliate of the Company, for arranger fees related to the Second Amendment.

Except as described above, the material terms of the Credit Agreement remain unchanged by the Second Amendment.

36

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

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

All dollar amounts in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are in thousands, unless otherwise noted.

Overview

KKR Infrastructure Conglomerate LLC (together with its subsidiaries, the “Company,” “we,” “us,” or “our”) was formed on September 23, 2022 as a limited liability company under the laws of the state of Delaware, and we operate our business in a manner permitting us to be excluded from the definition of an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We are a holding company that seeks to acquire, own and control portfolio companies, special purpose vehicles and other entities through which infrastructure assets or businesses will be held (“Infrastructure Assets”), with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation. Our Infrastructure Assets will include existing companies, businesses, hard assets, properties and other assets, and may also include new companies, businesses and projects. The Company commenced principal operations on June 1, 2023.

We have been established by KKR to control and manage joint ventures (“Joint Ventures”) that, directly or indirectly, own majority stakes in Infrastructure Assets, and to a lesser extent, Joint Ventures that own influential yet non-majority stakes in Infrastructure Assets. We acquire, own and control Infrastructure Assets through Joint Ventures in the geographies where KKR is active, including North America, Western Europe and Asia Pacific. Over time, we expect to acquire Infrastructure Assets that generate attractive risk-adjusted returns, using proceeds raised from future offerings of our securities, distributions from Infrastructure Assets, and opportunistically recycling capital generated from dispositions of Infrastructure Assets.

A key part of our strategy is to form joint ventures by pooling capital with KKR Vehicles (defined below) that target acquisitions of Infrastructure Assets that are compatible with our business strategy. We expect that we will own nearly all of our Infrastructure Assets through Joint Ventures alongside one or more KKR Vehicles and that the Joint Ventures will be managed in a way that reflects the commonality of interests between the KKR Vehicles and the Company. We believe that a joint acquisition and management strategy between the KKR Vehicles and the Company will lead to greater opportunities to gain sufficient influence or control over Infrastructure Assets and to deploy an operations-oriented management approach to value creation. We plan to own all or substantially all of our Infrastructure Assets directly or indirectly through one of our wholly-owned holding companies formed to acquire, own and control Infrastructure Assets (the “Operating Subsidiaries”). We expect to hold our Infrastructure Assets and Joint Ventures through one or more corporations, limited liability companies or limited partnerships.

We expect that, over the long term, Joint Ventures and Infrastructure Assets will make up approximately 85% of our assets (with no more than 15% of our assets made up of Joint Ventures and Infrastructure Assets located in countries that are not members of the OECD). We expect that we will own and control the large majority by value of those Joint Ventures and that the large majority by value of such Joint Ventures will majority own or primarily control their underlying portfolio companies. In limited circumstances, the Company may also acquire an Infrastructure Asset through an investment in a vehicle that we do not control (such as, investing into an acquisition vehicle as a limited partner rather than as a general partner). Additionally, we expect that approximately 15% of our assets will consist of cash and cash equivalents and foreign currencies at fair value, U.S. Treasury securities, U.S. government agency securities, municipal securities, other sovereign debt, investment grade credit, and other investments including high yield credit, asset-backed securities, mortgage backed securities, collateralized loan obligations, leveraged loans and/or debt of companies or assets (which may include (i) securities or loans of KKR portfolio companies and/or (ii) funds invested in any of the foregoing managed by KKR or affiliates thereof) (collectively, the “Liquidity Portfolio”) in each case in order to provide us with income, to facilitate capital deployment and to provide a potential source of liquidity. These types of liquid assets may exceed 15% of our assets at any given time due to new subscriptions, shareholder participation in our share repurchase program, distributions from, or dispositions of, Infrastructure Assets or for other reasons as KKR DAV Manager LLC (our

37

“Manager”) determines. Moreover, we will not acquire any cryptocurrency and (a) no more than 5% of our assets will consist of interests in “blind pools” and (b) no more than 10% of our assets will consist of publicly traded equity securities (not including any Infrastructure Asset that becomes publicly traded during the term of our ownership or acquisitions in connection with take private transactions).

We may also opportunistically acquire a limited amount of indirect exposure to multiple Infrastructure Assets by acquiring interests in multi-asset vehicles controlled by an investment manager (“commingled funds”), which may include newly formed funds and “continuation vehicles.” The Company may invest into vehicles managed by an affiliate of KKR or it may invest into vehicles managed by third parties, primarily through secondary transactions with existing limited partners but also through direct subscription with the sponsor(s) of such vehicles. Our acquisition strategy may also include equity-like investments in preferred and/or structured equity securities as well as opportunistic credit and debt strategies. While none of these approaches are principal to the Company’s business strategy, we believe that in certain circumstances, such investments may complement the Joint Venture strategy as a ready source of capital deployment at efficient prices, and may otherwise help the Company achieve its objective of generating attractive risk-adjusted returns for shareholders (“Shareholders”). To the extent we pursue any of the foregoing approaches, we expect to do so in a manner consistent with maintaining our exclusion from registration under the Investment Company Act.

The funds, investment vehicles and accounts managed, now or in the future, by KKR, the Manager or any of their respective affiliates (excluding for this purpose, KKR proprietary entities), including funds, investment vehicles and accounts pursuing the following strategies: private equity (including growth equity, impact, and core strategies), credit (including (i) leveraged credit strategies, including leveraged loan, high-yield bond, opportunistic credit and revolving credit strategies, and (ii) alternative credit strategies, including strategic investments and private credit strategies such as direct lending and private opportunistic credit (or junior mezzanine debt) acquisition strategies), and real asset strategies (including real estate, energy and infrastructure strategies), are collectively referred to herein as “KKR Vehicles.”

We conduct a continuous private offering of the following investor shares on a monthly basis: Class S Shares, Class D Shares and Class I Shares (collectively with the Class U Shares, Class R-D Shares, Class R-S Shares and Class R Shares, the “Investor Shares” and, collectively with the Class E Shares, Class F Shares, Class G Shares and Class H Shares, the “Shares”) in reliance on exemptions from the registration requirements of the Securities Act, including under Regulation D and Regulation S, (i) to accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of shares sold outside of the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act) (the “Private Offering”).

Recent Developments

Infrastructure Assets Activities

During the nine months ended September 30, 2024, the Company acquired indirect interests in Infrastructure Assets, as follows:

Infrastructure Asset	Description
Avantus LLC	Avantus LLC is a premier United States developer of large utility-scale and solar-plus-storage projects.
Greenvolt Energias Renovaveis S.A.	Greenvolt Energias Renovaveis S.A. is a Portuguese company that generates electrical power from biomass and is also engaged in the development and construction of wind and solar power plants.
Smart Metering Services plc	Smart Metering Services plc is a fully integrated energy company that owns, installs and manages smart meters and grid-scale batteries, while also actively developing other carbon reduction verticals such as electric vehicle charging and residential solar across the United Kingdom.
Telecom Italia NetCo	Telecom Italia NetCo is the first independent national fixed line telecom network in Italy that encompasses the infrastructure required to provide end-to-end internet and communication connectivity services nationwide.

During the nine months ended September 30, 2024, the Company acquired incremental indirect interests in Grove Education Partners Holdco Limited, Nxera MY Pte Ltd., Sempra PALNG Holdings, LLC, Vantage Towers AG and Zenobe Energy Ltd for $455,542 in the aggregate.

38

As of September 30, 2024, the Company’s Infrastructure Assets were comprised of approximately 370 underlying assets that operate in more than 25 countries, primarily across key developed markets in Europe and North America. The charts below present the diversification of our Infrastructure Assets by sector and geography as of September 30, 2024, based upon the fair value of the Infrastructure Assets and the allocable share of our Infrastructure Assets’ operations based on revenue, respectively (percentages in the graphs may not foot due to rounding).

Line of Credit

On August 9, 2024, a wholly-owned subsidiary of the Company entered into the Line of Credit to provide for up to a maximum aggregate principal amount of $350,000 with KKR Alternative Assets LLC, an affiliate of the Company. See “Note 5. Related Party Transactions” to our consolidated financial statements in this Quarterly Report on Form 10-Q for additional information.

Revolving Credit Facility Upsize

On September 30, 2024, the Borrowers entered into the Credit Agreement Amendment to the Credit Agreement. Pursuant to the Credit Agreement Amendment, the credit available to the Borrowers was increased by $150,000 to an aggregate principal amount of $300,000. On September 30, 2024, the Company remitted $750 to the Dealer-Manager, an affiliate of the Company, for arranger fees related to the Credit Agreement Amendment.

On October 9, 2024, the Borrowers entered into the Second Amendment to the Credit Agreement. Pursuant to the Second Amendment, the credit available to the Borrowers was increased by $100,000 to an aggregate principal amount of $400,000. On October 9, 2024, the Company remitted $500 to the Dealer-Manager, an affiliate of the Company, for arranger fees related to the Second Amendment.

Except as described above, the material terms of the Credit Agreement remain unchanged by the Credit Agreement Amendment and the Second Amendment.

Results of Operations

From October 25, 2022 (date of our initial capitalization) through June 1, 2023, we had not commenced our principal operations and were focused on our formation and the registration statement for the Company. Our registration statement on Form 10 automatically became effective on November 29, 2022 and we commenced principal operations on June 1, 2023.

We are dependent upon the proceeds from our continuous Private Offering in order to conduct our business. We intend to acquire Infrastructure Assets with the capital received from our continuous Private Offering and any indebtedness that we may incur in connection with our activities.

39

A discussion of the results of operations for the three and nine months ended September 30, 2024 is as follows:

Operating Results

During the three and nine months ended September 30, 2024, we raised aggregate subscription proceeds of $391,972 and $1,380,795, respectively, related to Investor Shares. The subscription proceeds were used to acquire additional interests in existing Infrastructure Assets and we have deployed unused subscription proceeds in money market assets.

The details of total returns on Investor Shares are shown in the following table:

Transactional Net Asset Value Total Returns (1)	Class I Shares		Class S Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares (2)
Inception Date	July 3, 2023		May 1, 2024		June 1, 2023		October 2, 2023		June 1, 2023		July 3, 2023		March 1, 2024
Three months ended September 30, 2024	3.84	%	3.62	%	3.62	%	3.78	%	3.84	%	3.78	%	—	%
Nine months ended September 30, 2024	8.09	%	5.09	%	7.44	%	7.89	%	8.11	%	7.91	%	1.17	%
Inception to date annualized September 30, 2024	10.83	%	Not applicable		12.91	%	Not applicable		13.87	%	10.53	%	Not applicable

(1) “Three months ended” and “Nine months ended”, for a given share class, means total return for the respective calendar period. “Inception to date annualized”, for a given share class, means total return annualized based on the inception date. Past performance is not indicative of future results. Total returns shown reflect the percent change in our Transactional Net Asset Value per share from the beginning of the applicable period, plus the amount of any distribution per Share declared in the period, and assumes any distributions are reinvested in accordance with our distribution reinvestment plan. For share classes without twelve months of performance, we have not included the inception to date annualized total return.

(2) On May 1, 2024, all of the Company's outstanding Class R-S Shares were converted into Class S Shares and there were

no outstanding Class R-S Shares as of May 31, 2024.

40

Consolidated Results of Operations (GAAP Basis - Unaudited)

The following is a discussion of our consolidated results of operations on a GAAP basis for the three and nine months ended September 30, 2024 and 2023. You should read this discussion in conjunction with the financial statements and related notes included elsewhere in this report.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024		2023		Change		2024		2023		Change
Investment income
Dividend and other income	$	14,708	$	7,884	$	6,824	$	29,262	$	8,568	$	20,694
Total investment income	$	14,708	$	7,884	$	6,824	$	29,262	$	8,568	$	20,694
Operating expenses
Performance participation allocation	$	13,991	$	1,281	$	12,710	$	24,728	$	2,595	$	22,133
Management fee expense	6,834		1,357		5,477		15,861		1,532		14,329
General and administration expenses	3,173		4,595		(1,422)		10,262		6,261		4,001
Interest expense	909		—		909		1,997		—		1,997
Directors' fees and expenses	115		115		—		369		230		139
Deferred offering costs amortization	—		495		(495)		825		661		164
Organization costs	—		—		—		—		3,333		(3,333)
Total operating expenses	$	25,022	$	7,843	$	17,179	$	54,042	$	14,612	$	39,430
Less: Expenses reimbursed by Manager	—		(3,906)		3,906		(2,377)		(8,640)		6,263
Add: Expenses recouped by Manager	776		—		776		816		—		816
Less: Management fee and expense credits	(6,834)		(339)		(6,495)		(17,251)		(339)		(16,912)
Net operating expenses	$	18,964	$	3,598	$	15,366	$	35,230	$	5,633	$	29,597
Net investment income (loss)	$	(4,256)	$	4,286	$	(8,542)	$	(5,968)	$	2,935	$	(8,903)
Net realized gain (loss) on investments, foreign currency and foreign currency forward contracts
Net realized gain (loss) on
Foreign currency	729		—		729		(955)		—		(955)
Foreign currency forward contracts	(65,339)		—		(65,339)		(65,602)		—		(65,602)
Total net realized gain (loss)	(64,610)		—		(64,610)		(66,557)		—		(66,557)
Net change in unrealized appreciation (depreciation) on investments, foreign currency translation and foreign currency forward contracts
Net change in unrealized appreciation (depreciation) before income taxes on
Investments	80,972		4,893		76,079		157,960		23,885		134,075
Foreign currency	104		—		104		104		—		104
Foreign currency translation	92,471		(13,281)		105,752		73,768		(849)		74,617
Foreign currency forward contracts	(6,809)		13,777		(20,586)		13,625		6,270		7,355
Total net change in unrealized appreciation (depreciation) before income taxes	166,738		5,389		161,349		245,457		29,306		216,151
Provision for (benefit from) income taxes	564		—		564		1,492		—		1,492
Total net change in unrealized appreciation (depreciation) after income taxes	166,174		5,389		160,785		243,965		29,306		214,659
Net increase in net assets resulting from operations	$	97,308	$	9,675	$	87,633	$	171,440	$	32,241	$	139,199

Investment Income

We generate investment income primarily from our long-term ownership and operation of Joint Ventures and Infrastructure Assets and investments in our Liquidity Portfolio which may consist of dividend income, interest income, and net realized gains or losses and net change in unrealized appreciation or depreciation of Infrastructure Assets.

41

As the majority of our assets consist of long-term ownership and operation of Joint Ventures and Infrastructure Assets, the majority of the revenue we generate is in the form of dividend income. Dividend income is not equivalent to the gross revenue produced at the Infrastructure Asset level, but is instead the amount of cash that is distributed from the Infrastructure Asset to the Company from time to time after paying for all Infrastructure Asset level expenses and debt obligations. Thus, the presentation of investment income in our consolidated financial statements differs from the traditional presentation shown in the consolidated financial statements of entities not prepared in accordance with ASC 946 and, most notably, is not equivalent to revenue as one might expect to see in consolidated financial statements not prepared in accordance with ASC 946.

Dividend income from our Infrastructure Assets is recorded on the date when cash is received from the relevant Infrastructure Asset, but excludes any portion of distributions that are treated as a return of capital. Each distribution received from an Infrastructure Asset is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

Dividend and other income increased $6,824 and $20,694 for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023, respectively. We commenced principal operations on June 1, 2023, and as such, we have recognized additional dividend and other income in the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023.

Expenses

Total operating expenses increased $17,179 and $39,430 for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023, respectively. We commenced principal operations on June 1, 2023, and as such, we have recognized additional operating expenses in the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023.

As of September 30, 2024, the Manager agreed to reimburse operating expenses of $2,377 incurred by the Company for the nine months ended September 30, 2024, pursuant to the Expense Limitation Agreement. The amounts are subject to recoupment within a three year period. For the three months ended September 30, 2024, the Manager did not reimburse expenses incurred by the Company, pursuant to the Expense Limitation Agreement. Going forward, we expect our primary expenses to be the payment of a management fee (“Management Fee”) pursuant to the amended and restated management agreement entered into between the Company and the Manager, dated as of September 25, 2023 (the “Management Agreement”), as well as a performance participation allocation (“Performance Participation Allocation”) to KKR. We will also bear other capital and operating expenses.

The Performance Participation Allocation increased $12,710 and $22,133 for the three and nine months ended September 30, 2024, respectively, as compared to the three and nine months ended September 30, 2023. For the three and nine months ended September 30, 2024, the Company accrued $13,991 and $24,728 of a Performance Participation Allocation, respectively. For the three and nine months ended September 30, 2023, the Company accrued $1,281 and $2,595 of a Performance Participation Allocation, respectively.

For the three and nine months ended September 30, 2024, the Manager earned $6,834 and $15,861 in gross Management Fees, respectively. For the three and nine months ended September 30, 2024, the Company offset Management Fees and certain operating expenses of $6,834 and $17,251, respectively. For the three and nine months ended September 30, 2023, the Manager earned $1,357 and $1,532 in Management Fees, respectively. For both the three and nine months ended September 30, 2023, the Company offset Management Fees and certain operating expenses of $339.

Going forward, we expect our primary expenses to be the payment of the Management Fee, as well as Performance Participation Allocation to KKR. We will also bear other capital and operating expenses.

Net Investment Income (Loss)

Net investment loss increased $8,542 and $8,903 for the three and nine months ended September 30, 2024, respectively, as compared to the three and nine months ended September 30, 2023. For the three and nine months ended September 30, 2024, net investment loss was $4,256 and $5,968, respectively. For the three and nine months ended September 30, 2023, net investment income was $4,286 and $2,935, respectively. Prior to the commencement of principal operations on June 1, 2023, the Company did not record net investment income or loss.

42

Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation) on Investments, Foreign Currency Translation and Foreign Currency Forward Contracts

Net realized gain (loss) and net unrealized appreciation (depreciation) from our investments and foreign currency translation of assets and liabilities denominated in foreign currencies are reported separately on the Consolidated Statements of Operations. We measure realized gain or loss as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in investments values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when appreciation or depreciation is realized.

For the three and nine months ended September 30, 2024, we recorded a $729 and $(955) realized gain (loss) on foreign currency related to the settlement of cash denominated in a foreign currency, respectively. We did not record a realized gain (loss) on foreign currency related to the settlement of cash denominated in a foreign currency for the three and nine months ended September 30, 2023.

For the three and nine months ended September 30, 2024, we recorded a $65,339 and $65,602 realized loss on the settlement of foreign currency forward contracts, respectively. We did not record a realized gain (loss) on the settlement of foreign currency forward contracts for the three and nine months ended September 30, 2023.

We recorded a net change in unrealized appreciation before income taxes of $166,738 and $245,457 for the three and nine months ended September 30, 2024, respectively. This net change in unrealized appreciation before income taxes for the three and nine months ended September 30, 2024 includes unrealized appreciation on investments of $80,972 and $157,960 related to the change in value of Infrastructure Assets, respectively; unrealized appreciation on foreign currency of $104 related to the change in value based upon changes in foreign currency exchange rates; unrealized appreciation on foreign currency translation of $92,471 and $73,768 related to the change in value based upon changes in foreign currency exchange rates, respectively; and unrealized appreciation (depreciation) on foreign currency forward contracts of $(6,809) and $13,625, respectively.

We recorded a net change in unrealized appreciation before income taxes of $5,389 and $29,306 for the three and nine months ended September 30, 2023, respectively. This net change in unrealized appreciation before income taxes for the three and nine months ended September 30, 2023 includes unrealized appreciation on investments of $4,893 and $23,885 related to the change in value of Infrastructure Assets, respectively; unrealized depreciation on foreign currency translation of $13,281 and $849 related to the change in value based upon changes in foreign currency exchange rates respectively; and unrealized appreciation on foreign currency forward contracts of $13,777 and $6,270, respectively.

We recorded a total net change in unrealized appreciation after income taxes of $166,174 and $243,965 for the three and nine months ended September 30, 2024, respectively. For the three and nine months ended September 30, 2024, the total net change in unrealized appreciation includes a provision for income taxes of $564 and $1,492 on the holdings of certain equity investments in taxable subsidiaries, respectively.

We recorded a total net change in unrealized appreciation after income taxes of $5,389 and $29,306 for the three and nine months ended September 30, 2023. We did not record a provision for (benefit from) income taxes for the three and nine months ended September 30, 2023.

Changes in Net Assets from Operations

For the three and nine months ended September 30, 2024, we recorded a net increase in net assets resulting from operations of $97,308 and $171,440, respectively. The increase in net assets primarily relates to unrealized appreciation related to the change in value of Infrastructure Assets and foreign currency translation, partially offset by realized losses on the settlement of foreign currency forward contracts and unrealized losses related to foreign currency forward contracts.

Investment Company Accounting Considerations

Since the Company’s consolidated financial statements are prepared using the specialized accounting principles of ASC 946, our Manager produces an estimate of the fair market value of each of our Infrastructure Assets monthly. When valuing our Infrastructure Assets, net operating earnings generated at the Infrastructure Assets level are included in our valuation models. While the valuation models take into account all revenue, distributions from each of our Infrastructure Assets may

43

be more or less than that included in our valuation models each period due to various cash flow considerations. As an example, since many of our Infrastructure Assets are held in tax partnership structures, or in related entities with bank-financed Infrastructure Assets level debt, the Company may be contractually limited in its ability to make dividend distributions from Infrastructure Assets to the Company. Since Infrastructure Assets are not consolidated with the Company under ASC 946, in many cases, the net income from operations earned by an Infrastructure Asset may not be distributed to the Company in its entirety. While this non-distributed income is included in the calculation of fair value and net change in unrealized appreciation or depreciation on investments, it is not included in net investment income or loss on the Consolidated Statements of Operations.

44

Transactional Net Asset Value

We calculate net asset value per Share in accordance with valuation policies and procedures that have been approved by our Board. Our GAAP net asset value (“GAAP Net Asset Value”) is our net asset value determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following table provides a breakdown of the major components of our Transactional Net Asset Value as of September 30, 2024 ($ in thousands, except shares):

Components of Transactional Net Asset Value	September 30, 2024
Investments at fair value (cost of $2,506,587)	$	2,826,612
Cash and cash equivalents	291,591
Foreign currencies at fair value (cost of $4,459)	4,563
Other assets	11,017
Other liabilities	(363,544)
Accrued performance participation allocation	(33,038)
Management fee payable	—
Accrued shareholder servicing fees and distribution fees (1)	(2,275)
Transactional Net Asset Value	$	2,734,926
Number of outstanding shares	96,824,157

(1) Shareholder servicing fees apply only to Class S Shares, Class U Shares, Class D Shares, Class R-S Shares and Class R-D Shares. Distribution fees apply only to Class S Shares, Class R-S Shares and Class U Shares. For purposes of Transactional Net Asset Value, we recognize shareholder servicing fees and distribution fees as a reduction to Transactional Net Asset Value on a monthly basis as such fees are accrued. For purposes of GAAP Net Asset Value, we accrue the cost of the shareholder servicing fees and distribution fees, as applicable, for the estimated life of the shares as an offering cost at the time we sell Class S Shares, Class U Shares, Class D Shares, Class R-S Shares and Class R-D Shares. As of September 30, 2024, we have accrued under GAAP $101,308 of shareholder servicing fees and distribution fees payable to the Dealer-Manager related to the Class S Shares, Class U Shares, Class R-D Shares and Class D Shares sold.

Effective January 1, 2025, the Company will update its Transactional Net Asset Value calculation methodology such that the Company may exclude from the calculation of Transactional Net Asset Value as of the relevant valuation date, tax liabilities of certain taxable subsidiaries through which the Company holds Infrastructure Assets that are contingent upon the expected manner of the divestment of the associated underlying Infrastructure Asset and are not expected to be recognized by the Company (although the current tax liabilities of any such taxable subsidiaries may be taken into account in determining the fair value of the associated underlying Infrastructure Assets).

The following table provides a breakdown of our total Transactional Net Asset Value and our Transactional Net Asset Value per share by class as of September 30, 2024:

45

Transactional Net Asset Value Per Share	Class I Shares		Class S Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class E Shares		Class F Shares		Class G Shares		Class H Shares		Total
Monthly Transactional Net Asset Value	$	244,448	$	299,355	$	1,320,040	$	21,411	$	825,633	$	22,413	$	1	$	1,623	$	1	$	1	$	2,734,926
Number of outstanding shares	8,652,114		10,587,646		46,754,980		758,156		29,221,814		793,618		40		55,709		40		40		96,824,157
Transactional Net Asset Value per Share as of September 30, 2024	$	28.25	$	28.27	$	28.23	$	28.24	$	28.25	$	28.24	$	29.14	$	29.14	$	30.55	$	30.55

46

Reconciliation of Transactional Net Asset Value to GAAP Net Asset Value

The following table reconciles GAAP Net Asset Value per our Consolidated Statement of Assets and Liabilities to our Transactional Net Asset Value as of September 30, 2024:

	September 30, 2024
GAAP Net Asset Value	$	2,635,893
Adjustment:
Accrued shareholder servicing fees and distribution fees	99,033
Transactional Net Asset Value	$	2,734,926

Valuation Methodologies and Significant Inputs

The following table presents additional information about valuation methodologies and significant inputs used for Infrastructure Assets that are valued at fair value as of September 30, 2024:

Valuation Methodology & Inputs	Unobservable Input(s) (1)	Weighted Average (2)	Range
Inputs to market comparables, discounted cash flow and transaction price/other	Illiquidity Discount	5.8%	5.0% - 10.0%
	Weight Ascribed to Market Comparables	1.4%	0.0% - 25.0%
	Weight Ascribed to Discounted Cash Flow	90.3%	0.0% - 100.0%
	Weight Ascribed to Transaction Price/Other	8.3%	0.0% - 100.0%
Market comparables	Enterprise Value / Forward EBITDA Multiple	11.0x	11.0x - 11.0x
Discounted cash flow	Weighted Average Cost of Capital	9.6%	6.4% - 15.1%
	Enterprise Value / LTM EBITDA Exit Multiple	14.5x	7.0x - 23.0x

(1) In determining the inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies, and company-specific developments including exit strategies and realization opportunities. The Manager has determined that market participants would take these inputs into account when valuing the investments. “LTM” means Last Twelve Months.

(2) Inputs are weighted based on fair value of the investments included in the range.

The Manager is ultimately responsible for our NAV calculations.

Valuations involve subjective judgments and may not accurately reflect realizable value. The assumptions above are determined by the Manager and reviewed by our independent valuation advisor. A change in these assumptions or factors would impact the calculation of the value of our assets. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our asset values:

Input	Hypothetical Change	Infrastructure Asset Values as of September 30, 2024
Weighted Average Cost of Capital	0.25% decrease	+2.68%
	0.25% increase	-2.63%

Hedging Activities

47

The Company may, but is not obligated to, engage in hedging transactions for the purpose of efficient portfolio management. The Manager may review the Company’s hedging policy from time to time depending on movements and projected movements of relevant currencies and interest rates and the availability of cost-effective hedging instruments for the Company at the relevant time.

With respect to any potential financings, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase, and the value of our fixed income investments to decline. We may seek to stabilize our financing costs as well as any potential decline in our assets by entering into derivatives, swaps or other financial products in an attempt to hedge our interest rate risk.

The Company enters into foreign currency forward contracts to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of foreign currency denominated Infrastructure Assets transactions. A foreign currency forward contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market monthly and the change in value is recorded by the Company as an unrealized gain or loss. When a foreign currency forward contract is closed, through either delivery or offset by entering into another foreign currency forward contract, the Company recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed. Foreign currency forward contracts involve elements of market risk in excess of the amounts reflected on the Consolidated Statements of Assets and Liabilities. The Company’s primary risk related to hedging is the risk of an unfavorable change in the foreign exchange rate underlying the foreign currency forward contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

As of September 30, 2024, total unrealized appreciation (depreciation) on foreign currency forward contracts of $— and $(5,238) was recorded in the Consolidated Statements of Assets and Liabilities as an asset and liability, respectively. For the three and nine months ended September 30, 2024, the net realized loss on foreign currency forward contracts was $65,339 and $65,602, respectively. For the three and nine months ended September 30, 2024, the change in net unrealized appreciation (depreciation) on foreign currency forward contracts was $(6,809) and $13,625, respectively.

By using derivative instruments, the Company is exposed to the counterparty’s credit risk — the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the consolidated Statements of Assets and Liabilities. As appropriate, the Company minimizes counterparty credit risk through credit monitoring procedures and managing margin and collateral requirements.

Distributions

Beginning in July 2023, we have declared monthly distributions for each class of the Company’s shares, which are paid on a quarterly basis. Commencing in January 2024, the Company declared, and intends to declare on a going forward basis, distributions on a quarterly basis. However, there can be no guarantee that the Company will declare distributions consistently and at a specific rate, or at all.

The net distribution per share declared on each class of the Company’s shares is determined by subtracting estimated shareholder servicing fees and distribution fees per share applicable for such class from the gross distribution per share which is the same for all classes of the Company’s shares. Such shareholder servicing fees and distribution fees per share are payable to the Dealer-Manager as they become contractually due.

The table below details aggregate quarterly distributions per share declared to shareholders as of the applicable record date for each applicable class of the Company’s shares for each of the three and nine months ended September 30, 2024:

Record Date	Class I Shares		Class S Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares		Class E Shares		Class F Shares
March 31, 2024	$	0.2800	$	—	$	0.2221	$	0.2630	$	0.2800	$	0.2630	$	0.2220	$	0.2800	$	0.2800
June 30, 2024	0.2900		0.2316		0.2317		0.2728		0.2900		0.2728		—		0.2900		0.2900
September 30, 2024	0.3000		0.2401		0.2402		0.2824		0.3000		0.2824		—		0.3000		0.3000
Total	$	0.8700	$	0.4717	$	0.6940	$	0.8182	$	0.8700	$	0.8182	$	0.2220	$	0.8700	$	0.8700

48

Share Repurchases

We do not, and do not currently intend, to list our Shares for trading on any securities exchange or any other trading market. There is currently no secondary market for our Shares, and we do not expect any secondary market to develop for our Shares. While a Shareholder should view its investment as long term with limited liquidity, we have adopted a share repurchase plan, whereby on a quarterly basis, Shareholders may request that we repurchase all or any portion of their Shares. Due to the illiquid nature of our Joint Ventures and Infrastructure Assets, we may not have sufficient liquid resources to fund repurchase requests. In addition, we have established limitations on the amount of funds we may use for repurchases during any calendar quarter.

There may be quarters in which we do not repurchase Shares, and it is possible that we will not repurchase Shares at all for an extended period. The applicable quarterly share repurchase limit, repurchase price and early repurchase fee are calculated based on the Company’s Transactional Net Asset Value.

The following table summarizes the Shares repurchased during the nine months ended September 30, 2024:

Share Class	Repurchase Price per Share		Number of Shares Repurchased	Gross Consideration		5% Early Repurchase Fee		Net Consideration
Shares repurchased on February 5, 2024:
Class U Shares	$	26.94	4,060	$	109	$	5	$	104
Class R Shares	26.96		9,644	260		13		247
Shares repurchased on May 6, 2024:
Class U Shares	27.17		41,794	1,136		51		1,085
Class R Shares	27.19		19,357	526		26		500
Shares repurchased on August 5, 2024:
Class U Shares	27.48		37,579	1,033		52		981
Class R Shares	27.50		1,000	27		1		26
Total			113,434	$	3,091	$	148	$	2,943

Liquidity and Capital Resources

As of September 30, 2024, the Company had $291,591 and $4,563 in cash and cash equivalents and foreign currencies at fair value, respectively. Our current cash and cash equivalents and foreign currencies at fair value balances are generally reflective of the cash necessary to fund normal operations. The Company may issue Class E Shares to KKR in connection with the Company’s acquisition of additional assets in the future.

In addition, certain indirect subsidiaries of the Company (the “Borrowers”) have entered into the Credit Agreement, under which the Borrowers have available borrowings in an aggregate principal amount of up to $400,000, with an uncommitted accordion feature that would allow the Borrowers to increase the commitment to up to $1,000,000 in the aggregate. The Credit Agreement matures on April 2, 2027, unless there is an earlier termination or an acceleration following an event of default. As of September 30, 2024, the Borrowers did not have an outstanding balance under the Credit Agreement.

On August 9, 2024, a wholly-owned subsidiary of the Company entered into the Line of Credit to provide for up to a maximum aggregate principal amount of $350,000 with KKR Alternative Assets LLC, an affiliate of the Company. As of September 30, 2024, the Line of Credit Borrowers had an outstanding balance of $249,128 under the Line of Credit.

We expect to generate cash primarily from the net proceeds from our continuous Private Offering, cash flows from our operations, our credit facility, the Line of Credit, any financing arrangements we may enter into in the future and any future offerings of our equity or debt securities. We believe that cash provided by such means will be sufficient to satisfy our anticipated cash requirements for the next twelve months and foreseeable future.

Our primary use of cash will be for acquisition of Infrastructure Assets (including the repurchase of Class E Shares pursuant to the KKR Share Repurchase Arrangement), the cost of operations (including the Management Fee and Performance Participation Allocation, to the extent paid in cash), debt service of any borrowings, periodic repurchases, including under the share repurchase plan (as described herein), and cash distributions (if any) to the holders of our Shares to the extent declared by the Company.

49

Cash Flows

The following table summarizes the changes to our cash flows for the nine months ended September 30, 2024:

	Nine Months Ended September 30,
Cash flows from:	2024		2023		Change
Operating activities	$	(1,263,629)	$	(5,229)	$	(1,258,400)
Financing activities	1,281,366		307,294		974,072
Net increase in cash and cash equivalents	$	17,737	$	302,065	$	(284,328)

Cash used in operating activities

Our net cash flow used in operating activities was $1,263,629 for the nine months ended September 30, 2024, which was primarily comprised of the usage of $1,290,124 of cash for the acquisition of Infrastructure Assets during the nine months ended September 30, 2024.

Cash provided by financing activities

Our net cash flow provided by financing activities was $1,281,366 for the nine months ended September 30, 2024, which was primarily comprised of $1,380,795 of proceeds from the issuance of Shares pursuant to our Private Offering, partially offset by a $70,000 repayment of borrowings under the line of credit.

Critical Accounting Policies and Estimates

Below is a discussion of the accounting policies that management believes are critical to understanding our historical and future performance. We consider these policies critical because they involve significant judgments and assumptions and require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. Our accounting policies have been established to conform with GAAP. The preparation of the financial statements in accordance with GAAP requires management to use judgments in the application of such policies. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Valuation of Infrastructure Assets

The Company’s Infrastructure Assets are valued at fair value in a manner consistent with GAAP, including Accounting Standards Codification 820, Fair Value Measurements and Disclosure (“ASC 820”), issued by the Financial Accounting Standards Board. ASC 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.

There is no single standard for determining fair values of assets that do not have a readily available market price and, in many cases, such fair values may be best expressed as a range of fair values from which a single estimate may be derived in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each acquisition while employing a valuation process that is consistently followed. Determinations of fair value involve subjective judgments and estimates.

When making fair value determinations for Infrastructure Assets that do not have readily available market prices, the Manager considers industry-accepted valuation methodologies, primarily consisting of an income approach and market approach. The income approach derives fair value based on the present value of cash flows that a business or asset is expected to generate in the future. The market approach relies upon valuations for comparable companies, transactions or assets, and includes making judgments about which companies, transactions, or assets are comparable. A blend of approaches may be relied upon in arriving at an estimate of fair value, though there may be instances where it is more appropriate to utilize one approach. It is common to use only the income approach for Infrastructure Assets. The Manager also considers a range of additional factors that it deems relevant, including a potential sale of an Infrastructure Asset,

50

macro and local market conditions, industry information and the Infrastructure Asset’s historical and projected financial data.

Infrastructure Assets will generally be valued at transaction price initially; however, to the extent the Manager does not believe an Infrastructure Asset’s transaction price reflects the current market value, the Manager will adjust such valuation. When making fair value determinations for Infrastructure Assets, the Manager will update the prior month-end valuations by incorporating the then current market comparables and discount rate inputs, any material changes to the Infrastructure Assets financial performance since the valuation date, as well as any cash flow activity related to the Infrastructure Assets during the month. The Manager values Infrastructure Assets using the valuation methodology it deems most appropriate and consistent with widely recognized valuation methodologies and market conditions.

When making fair value determinations for assets that do not have a reliable readily available market price, the Manager will engage one or more independent valuation firms to provide positive assurance regarding the reasonableness of such valuations as of the relevant measurement date. However, the Manager is ultimately responsible for determining the fair value of all applicable investments in good faith in accordance with the Company’s valuation policies and procedures.

Because assets are valued as of a specified valuation date, events occurring subsequent to that date will not be reflected in the Company’s valuations. However, if information indicating a condition that existed at the valuation date becomes available subsequent to the valuation date and before financial information is publicly released, it will be evaluated to determine whether it would have a material impact requiring adjustment of the final valuation.

At least annually, the Manager reviews the appropriateness of the Company’s valuation policies and procedures and will recommend any proposed changes to the Board. From time to time, the Board and the Manager may adopt changes to the valuation policies and procedures if they determine that such changes are likely to result in a more accurate reflection of estimated fair value.

Accrued Shareholder Servicing Fees and Distribution Fees

The Company will pay KKR Capital Markets LLC ongoing distribution and servicing (a) of 0.85% of NAV per annum for Class S Shares, Class R-S Shares and Class U Shares only (consisting of a 0.60% distribution fee (the “Distribution Fee”) and a 0.25% shareholder servicing fee (the “Servicing Fee”)), payable monthly in arrears, as they become contractually due and (b) of 0.25% for Class D Shares and Class R-D Shares only (all of which constitutes payment for shareholder services, with no payment for distribution services) in each case as accrued, and payable monthly. Such Distribution Fee and Servicing Fee are calculated based on the Company’s Transactional Net Asset Value. None of Class I Shares, Class R Shares, Class E Shares, Class F Shares, Class G Shares and/or Class H Shares incur Distribution Fees or Servicing Fees.

Under GAAP, the Company accrues the cost of the Servicing Fees and Distribution Fees, as applicable, for the estimated life of the shares as an offering cost at the time we sell Class S Shares, Class U Shares, Class D Shares, Class R-D Shares and Class R-S Shares. Inherent in the calculation of the estimated amount of Servicing Fees and Distribution Fees to be paid in future periods are certain significant management judgements and estimates, including the estimated life of the shares at the time of a subscription. Accrued shareholder servicing fees and distribution fees entail uncertainties as the calculation requires management to make assumptions and to apply judgment regarding a number of factors, including market conditions, the selling environment and historical trends. As of September 30, 2024, the Company has accrued $101,308 of Servicing Fees and Distribution Fees payable to KKR Capital Markets LLC, related to the Class S Shares, Class U Shares, Class R-D Shares and Class D Shares sold.

Recent Accounting Pronouncements

There were no accounting pronouncements issued during the nine months ended September 30, 2024 that are expected to have a material impact on our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet financings or liabilities other than contractual commitments and other legal contingencies incurred in the normal course of our business.

51

Contractual Obligations

See “Note 9. Commitments and Contingencies,” to our consolidated financial statements in this Quarterly Report on Form 10-Q for our contractual obligations and commitments with payments due subsequent to September 30, 2024.

52

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risks primarily relates to movements in the fair value of Infrastructure Assets. The fair value of Infrastructure Assets may fluctuate in response to changes in the values of Infrastructure Assets, foreign currency exchange rates, and interest rates. The quantitative information provided in this section was prepared using estimates and assumptions that management believes are appropriate. The actual impact of a hypothetical adverse movement in these risks could be materially different from the amounts shown below. All dollar amounts in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” are in thousands, unless otherwise noted.

Changes in Fair Value

All of our Infrastructure Assets as of September 30, 2024, are reported at fair value. Net changes in the fair value of Infrastructure Assets impact the net increase or decrease in net assets resulting from operations in our statements of operations. Based on Infrastructure Assets held as of September 30, 2024, we estimate that an immediate 10% decrease in the fair value of Infrastructure Assets generally would result in a commensurate change in the amount of net increase or decrease in net assets resulting from operations, regardless of whether the Infrastructure Asset was valued using observable market prices or management estimates with significant unobservable pricing inputs.

Based on the fair value of Infrastructure Assets as of September 30, 2024, we estimate that an immediate, hypothetical 10% decline in the fair value of Level III Infrastructure Assets would result in a decline in net increase in net assets resulting from operations of $278,161, if not offset by other factors.

Exchange Rate Risk

We hold Infrastructure Assets denominated in currencies other than the U.S. dollar. Those Infrastructure Assets expose us to the risk that the value of the Infrastructure Assets will be affected by changes in exchange rates between the currency in which the Infrastructure Assets are denominated and the currency in which the Infrastructure Assets are made. Our policy is to reduce these risks by employing hedging techniques, including using foreign currency options and foreign exchange forward contracts to reduce exposure to future changes in exchange rates.

Our primary exposure to exchange rate risk relates to movements in the value of exchange rates between the U.S. dollar and other currencies in which our Infrastructure Assets are denominated (including euros and Canadian dollars), net of the impact of foreign exchange hedging strategies. The quantitative information that follows represents the impact that a reduction to each of the income streams shown below would have on net increase or decrease in net assets resulting from operations.

We estimate that an immediate, hypothetical 10% decline in the exchange rates between the U.S. dollar and all of the major foreign currencies in which our Infrastructure Assets were denominated as of September 30, 2024 (i.e., an increase in the value of the U.S. dollar against these foreign currencies) would result in a decline in net increase in net assets resulting from operations of $47,975, net of the impact of foreign exchange hedging strategies, if not offset by other factors.

Interest Rate Risk

Changes in credit markets and in particular, interest rates, can impact investment valuations, particularly our Level III Infrastructure Assets, and may have offsetting results depending on the valuation methodology used. For example, we typically use a discounted cash flow analysis as one of the methodologies to ascertain the fair value of our Infrastructure Assets that do not have readily observable market prices. If applicable interest rates rise, then the assumed cost of capital for those Infrastructure Assets would be expected to increase under the discounted cash flow analysis, and this effect would negatively impact their valuations if not offset by other factors. Conversely, a fall in interest rates can positively impact valuations of certain Infrastructure Assets if not offset by other factors. These impacts could be substantial depending upon the magnitude of the change in interest rates. In certain cases, the valuations obtained from the discounted cash flow analysis and the other primary methodology we use, the market multiples approach, may yield different and offsetting results. For example, the positive impact of falling interest rates on discounted cash flow valuations may offset the negative impact of the market multiples valuation approach and may result in less of a decline in value than for those Infrastructure Assets that had a readily observable market price. Finally, low interest rates related to monetary stimulus and economic stagnation may also negatively impact expected returns on all investments, as the demand for relatively higher return assets increases and supply decreases.

53

Additionally, with respect to our business operations, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase, and the value of our debt acquisitions to decline. Conversely, general decreases in interest rates over time may cause the interest expense associated with our borrowings to decrease, and the value of our debt acquisitions to increase. As of September 30, 2024, the Borrowers did not have an outstanding balance under the Credit Agreement. As of September 30, 2024, the Line of Credit Borrowers had an outstanding balance of $249,128 under the Line of Credit. The Line of Credit Borrowers and Lender agreed to a 0.00% per annum interest rate on all borrowings outstanding under the Line of Credit as of September 30, 2024.

Credit Risk

We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In these agreements, we depend on these counterparties to make payment or otherwise perform. We generally endeavor to reduce our risk of exposure by limiting the counterparties with which we enter into financial transactions to reputable financial institutions. In addition, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.

See “Part II, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations–Hedging Activities” in this Quarterly Report on Form 10-Q for a discussion of the Company’s hedging transactions.

54

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that the information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives.

We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2024, our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f)of the Exchange Act) occurred during the quarter ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

55

Part II.    Other Information

Item 1.    Legal Proceedings

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of September 30, 2024, we were not involved in any material legal proceedings.

Item 1A.    Risk Factors

For information regarding the risk factors that could affect the Company’s business, operating results, financial condition and liquidity, see the information under “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes to the risk factors previously disclosed in such filing.

56

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

During the three months ended September 30, 2024, the Company repurchased Shares in the following 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	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1, 2024 to July 31, 2024	—	$	—	—	—
August 1, 2024 to August 31, 2024 (2)	38,579	$	27.48	38,579	—
September 1, 2024 to September 30, 2024	—	$	—	—	—
Total	38,579	$	27.48	38,579	—

(1) The Company offers a share repurchase plan pursuant to which, on a quarterly basis, Shareholders may request that we repurchase all or any portion of their Shares. The Company may repurchase fewer Shares than have been requested in any particular quarter to be repurchased under our share repurchase plan, or none at all, in our discretion at any time. In addition, the aggregate NAV of total repurchases of Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-S Shares, Class R-D Shares, Class R Shares and/or Class F Shares under our share repurchase plan will be limited to no more than 5% of our aggregate NAV attributable to such classes of shares per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter). See “Part I, Item 1. “Business–Share Repurchases” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Part II, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations–Share Repurchases” in this Quarterly Report on Form 10-Q for more information regarding the Company’s share repurchase plan.

(2) The Shares listed above were repurchased on August 5, 2024. See “Part II, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations–Share Repurchases” in this Quarterly Report on Form 10-Q for a discussion of the Company’s share repurchases for applicable share classes during the quarter ended September 30, 2024.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

None.

Item 6.    Exhibits

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit Number	Description
3.1	Certificate of Formation, dated as of September 21, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed with the SEC on September 30, 2022)
3.2	Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 15, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 20, 2023 )
4.1	Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on November 8, 2024)

57

10.1	Facility Upsize and Lender Joinder Agreement, dated September 30, 2024, by and among K-INFRA Liquidity Limited, as borrower representative, Mizuho Bank, Ltd., as administrative agent and collateral agent, and ING Capital LLC, as an additional lender
10.2	Facility Upsize and Lender Joinder Agreement, dated October 9, 2024, by and among K-INFRA Liquidity Limited, as borrower representative, Mizuho Bank, Ltd., as administrative agent and collateral agent, and Lloyds Bank Corporate Markets PLC, as an additional lender
31.1	Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and Shareholders should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

58

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KKR INFRASTRUCTURE CONGLOMERATE LLC
	/s/ Jeffrey B. Van Horn
Date: November 13, 2024	Jeffrey B. Van Horn
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

59