KKR Private Equity Conglomerate 10-Q 2024 Q2 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 June 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 000-56540

KKR Private Equity Conglomerate LLC

(Exact name of registrant as specified in its charter)

Delaware	88-4368033
(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 August 6, 2024, the registrant had 13,123 Class I Shares, 112,564 Class U Shares, 5,413,776 Class R-D Shares, 35,735,918 Class R-I Shares, 68,479,227 Class R-U Shares, 10,163 Class F Shares, 40 Class G Shares and 40 Class H Shares outstanding. The number of Shares outstanding excludes August 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 June 30, 2024 (Unaudited) and December 31, 2023	1
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	2
Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2024 (Unaudited)	3
Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2024 (Unaudited)	4
Condensed Consolidated Schedule of Investments as of June 30, 2024 (Unaudited) and December 31, 2023	5
Notes to Consolidated Financial Statements (Unaudited)	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures about Market Risk	39
Item 4. Controls and Procedures	41
Part II - Other Information	42
Item 1. Legal Proceedings	42
Item 1A. Risk Factors	42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3. Defaults Upon Senior Securities	44
Item 4. Mine Safety Disclosures	44
Item 5. Other Information	44
Item 6. Exhibits	45
Signatures	46

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 portfolio companies we own and control;

•the impact of the acquisitions that we expect to make;

•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 portfolio companies 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 portfolio companies;

•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 portfolio companies;

•our use of financial leverage;

•the ability of the Manager to identify, acquire and support our portfolio companies;

•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 portfolio companies.

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, 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 PRIVATE EQUITY CONGLOMERATE LLC

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

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

	June 30, 2024		December 31, 2023
Assets
Investments at fair value (cost of $2,309,019 and $703,790, respectively)	$	2,444,343	$	713,610
Cash and cash equivalents	309,135		18,007
Prepaids and other assets	—		243
Deferred offering costs	116		815
Due from Manager	2,332		13,451
Dividends receivable	3,984		307
Unrealized appreciation on foreign currency forward contracts	568		103
Total assets	2,760,478		746,536
Liabilities
Line of Credit	—		19,200
Accrued performance participation allocation	22,997		1,508
Accrued shareholder servicing fees and distribution fees	113,543		40,309
Directors’ fees and expenses payable	151		137
Other accrued expenses and liabilities	7,257		2,133
Unrealized depreciation on foreign currency forward contracts	79		742
Due to Manager	6,911		14,471
Total liabilities	150,938		78,500
Commitments and contingencies (Note 8)
Net assets	$	2,609,540	$	668,036
Net assets are comprised of
Class I Shares, 12,209 and 69,695 shares authorized, issued and outstanding, respectively	$	334	$	1,804
Class U Shares, 110,734 and — shares authorized, issued and outstanding,	2,825		—
Class R-D Shares, 2,796,988 and — shares authorized, issued and outstanding, respectively	74,791		—
Class R-I Shares, 33,302,088 and 4,452,158 shares authorized, issued and outstanding, respectively	909,397		115,196
Class R-U Shares, 63,960,210 and 22,941,060 shares authorized, issued and outstanding, respectively	1,622,034		550,983
Class F Shares, 5,657 and 1,967 shares authorized, issued and outstanding, respectively	157		51
Class G Shares, 40 and 40 shares authorized, issued and outstanding, respectively	1		1
Class H Shares, 40 and 40 shares authorized, issued and outstanding, respectively	1		1
Net assets	$	2,609,540	$	668,036

See notes to consolidated financial statements.

1

KKR PRIVATE EQUITY CONGLOMERATE LLC

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in Thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Investment income
Dividend income	$	12,837	$	—	$	16,688	$	—
Total investment income	12,837		—		16,688		—
Operating expenses
Performance participation allocation	21,490		—		21,490		—
General and administration expenses	4,355		22		7,942		22
Management fee expense	5,968		—		8,621		—
Deferred offering costs amortization	349		—		698		—
Directors’ fees and expenses	152		—		306		—
Interest expense	—		—		14		—
Organization costs	—		1,916		—		3,706
Total operating expenses	32,314		1,938		39,071		3,728
Less: Expenses reimbursed by Manager	(959)		(1,938)		(3,170)		(3,728)
Less: Management fee and expense credits	(7,342)		—		(9,995)		—
Less: Interest expense waived by Lender	—		—		(14)		—
Net operating expenses	24,013		—		25,892		—
Net investment loss	(11,176)		—		(9,204)		—
Net realized gain (loss) on investments, foreign currency and foreign currency forward contracts
Net realized gain (loss) on:
Foreign currency forward contracts	2,874		—		3,142		—
Foreign currency	—		—		(54)		—
Total net realized gain	2,874		—		3,088		—
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	119,550		—		130,529		—
Foreign currency translation	(2,584)		—		(5,026)		—
Foreign currency forward contracts	(601)		—		1,128		—
Total net change in unrealized appreciation (depreciation) before income taxes	116,365		—		126,631		—
Provision for income taxes	1,333		—		2,634		—
Total net change in unrealized appreciation (depreciation) after income taxes	115,032		—		123,997		—
Net increase in net assets resulting from operations	$	106,730	$	—	$	117,881	$	—

See notes to consolidated financial statements.

2

KKR PRIVATE EQUITY CONGLOMERATE LLC

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

(Amounts in Thousands)

	Class I Shares		Class U Shares		Class R-D Shares		Class R-I Shares		Class R-U Shares		Class F Shares		Class G Shares		Class H Shares		Total Shareholders' Equity (Net Assets)
Balance at March 31, 2024	$	10	$	—	$	10,292	$	248,196	$	964,490	$	98	$	1	$	1	$	1,223,088
Consideration from the issuance of shares	329		2,975		63,068		622,616		637,051		52		—		—		1,326,091
Repurchase of shares	—		—		—		(75)		(281)		—		—		—		(356)
Early repurchase fee	—		—		—		6		11		—		—		—		17
Transfers in	—		—		—		1,589		—		—		—		—		1,589
Transfers out	(14)		—		(101)		—		(1,474)		—		—		—		(1,589)
Accrued shareholder servicing fees and distribution fees	—		(203)		(1,285)		—		(44,542)		—		—		—		(46,030)
Net investment loss	(1)		(7)		(253)		(3,394)		(7,522)		1		—		—		(11,176)
Net realized gain	—		4		81		960		1,829		—		—		—		2,874
Net change in unrealized appreciation	10		56		2,989		39,499		72,472		6		—		—		115,032
Balance at June 30, 2024	$	334	$	2,825	$	74,791	$	909,397	$	1,622,034	$	157	$	1	$	1	$	2,609,540
Balance at December 31, 2023	$	1,804	$	—	$	—	$	115,196	$	550,983	$	51	$	1	$	1	$	668,036
Consideration from the issuance of shares	339		2,975		73,587		750,695		1,072,964		97		—		—		1,900,657
Repurchase of shares	—		—		—		(75)		(281)		—		—		—		(356)
Early repurchase fee	—		—		—		6		11		—		—		—		17
Transfers in	—		—		—		4,691		—		—		—		—		4,691
Transfers out	(1,818)		—		(151)		—		(2,722)		—		—		—		(4,691)
Accrued shareholder servicing fees and distribution fees	—		(203)		(1,501)		—		(74,991)		—		—		—		(76,695)
Net investment loss	(1)		(7)		(239)		(3,243)		(5,715)		1		—		—		(9,204)
Net realized gain	—		4		83		1,002		1,999		—		—		—		3,088
Net change in unrealized appreciation	10		56		3,012		41,125		79,786		8		—		—		123,997
Balance at June 30, 2024	$	334	$	2,825	$	74,791	$	909,397	$	1,622,034	$	157	$	1	$	1	$	2,609,540

See notes to consolidated financial statements.

3

KKR PRIVATE EQUITY CONGLOMERATE LLC

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(Amounts in Thousands)

	Six Months Ended June 30, 2024
Operating activities
Net increase in net assets from operations	$	117,881
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Net change in unrealized appreciation on investments	(130,529)
Net change in unrealized depreciation on foreign currency translation	5,026
Net change in unrealized appreciation on foreign currency forward contracts	(1,128)
Deferred offering costs amortization	698
Class F Shares issued as payment of directors’ fees and expenses	97
Acquisition of portfolio companies	(1,605,230)
Changes in operating assets and liabilities:
Decrease in prepaids and other assets	243
Increase in accrued performance participation allocation	21,488
Decrease in due from Manager	11,119
Increase in dividends receivable	(3,677)
Increase in other accrued expenses and liabilities	5,124
Increase in directors’ fees and expenses payable	14
Decrease in due to Manager	(7,700)
Net cash used in operating activities	(1,586,574)
Financing activities
Proceeds from issuance of shares	1,900,560
Repayment on Line of Credit	(19,200)
Payment of offering costs	(1,397)
Payments of shareholder servicing fees and distribution fees	(1,922)
Repurchase of shares	(339)
Net cash provided by financing activities	1,877,702
Net increase in cash and cash equivalents	291,128
Cash and cash equivalents, beginning of period	18,007
Cash and cash equivalents, end of period	$	309,135

	Six Months Ended June 30, 2024
Supplemental Disclosure of Non-Cash Financing Activities
Change in shareholder servicing fees and distribution fees payable	$	76,695

See notes to consolidated financial statements.

4

KKR PRIVATE EQUITY CONGLOMERATE LLC

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF JUNE 30, 2024 (UNAUDITED)

(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
Portfolio Companies
Industrials - 14.2%
CIRCOR International, Inc.	Equity interest held through KKR Cube Aggregator L.P.	Industrials	Americas	Level III	USD	N/A	N/A	$132,500	5.1%
Other investments in portfolio companies(2)		Industrials	Americas	Level III	USD	N/A	N/A	227,396	8.7%
Other investment in portfolio company		Industrials	EMEA	Level III	EUR	N/A	N/A	10,162	0.4%
Health Care - 32.6%
Cotiviti Holdings, Inc.	Equity interest held through KKR Compass Aggregator L.P.	Health Care	Americas	Level III	USD	N/A	N/A	480,000	18.4%
Other investments in portfolio companies(2)		Health Care	Americas	Level III	USD	N/A	N/A	225,528	8.6%
Other investments in portfolio companies(2)		Health Care	EMEA	Level III	Various	N/A	N/A	120,376	4.6%
Other investment in portfolio company		Health Care	Asia Pacific	Level III	CNY	N/A	N/A	25,731	1.0%
Financials - 8.3%
USI Insurance Services LLC	Equity interest held through Uno Aggregator L.P.	Financials	Americas	Level III	USD	N/A	N/A	156,750	6.0%
Other investment in portfolio company		Financials	EMEA	Level III	EUR	N/A	N/A	50,979	2.0%
Other investment in portfolio company		Financials	Americas	Level III	USD	N/A	N/A	8,165	0.3%
Consumer Discretionary - 9.8%
Other investments in portfolio companies(2)		Consumer Discretionary	Americas	Level III	USD	N/A	N/A	212,624	8.1%
Other investment in portfolio company		Consumer Discretionary	EMEA	Level III	EUR	N/A	N/A	29,496	1.1%
Other investment in portfolio company		Consumer Discretionary	Asia Pacific	Level III	VND	N/A	N/A	16,075	0.6%
Materials - 1.2%
Other investment in portfolio company		Materials	Americas	Level III	USD	N/A	N/A	30,400	1.2%
Communication Services - 2.4%
Other investments in portfolio companies(2)		Communication Services	Americas	Level III	USD	N/A	N/A	32,462	1.2%
Other investment in portfolio company		Communication Services	EMEA	Level III	EUR	N/A	N/A	29,634	1.1%
Information Technology - 24.2%

5

N/A(3)	Equity interest held through KKR Modena Aggregator L.P.	Information Technology	Americas	N/A	USD	N/A	N/A	320,000	12.3%
BMC Software Finance Inc.	Equity interest held through KKR Banff Aggregator L.P.	Information Technology	Americas	Level III	USD	N/A	N/A	184,000	7.1%
Other investments in portfolio companies(2)		Information Technology	Americas	Level III	USD	N/A	N/A	92,923	3.6%
Other investments in portfolio companies(2)		Information Technology	Asia Pacific	Level III	Various	N/A	N/A	34,196	1.3%
Consumer Staples - 1.0%
Other investment in portfolio company		Consumer Staples	EMEA	Level III	USD	N/A	N/A	24,946	1.0%
Total Portfolio Companies (cost of $2,309,019)								$2,444,343	93.7%
Foreign Currency Forward Contracts
Nomura International plc	Sell JPY/USD	N/A	N/A	Level II	JPY	October 4, 2024	2,100,000	279	—%
Goldman Sachs	Sell EUR/USD	N/A	N/A	Level II	EUR	October 4, 2024	97,300	142	—%
Goldman Sachs	Sell AUD/USD	N/A	N/A	Level II	AUD	October 4, 2024	11,300	(79)	—%
Barclays Bank PLC	Sell CNH/USD	N/A	N/A	Level II	CNH	October 8, 2024	140,000	79	—%
Nomura International plc	Sell EUR/USD	N/A	N/A	Level II	EUR	October 4, 2024	19,200	46	—%
Barclays Bank PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	October 4, 2024	17,200	22	—%
Total Foreign Currency Forward Contracts								$489	—%
Investments in Money Market Funds
Morgan Stanley Institutional Liquidity Funds Government Portfolio		N/A	N/A	Level I	USD	N/A	N/A	$308,646	11.8%
Total Investments in Money Market Funds (cost of $308,646)								$308,646	11.8%
Total Investments and Cash Equivalents (cost of $2,617,665)								$2,753,478	105.5%

(1) The estimated fair value of our portfolio companies in the Americas, EMEA and Asia Pacific as a percentage of net assets was approximately 80.6%, 10.2% and 2.9%, respectively, as of June 30, 2024. The cost basis of portfolio companies in Americas, EMEA and Asia Pacific were $1,994,843, $241,942 and $72,233, respectively. The fair value of portfolio companies in Americas, EMEA and Asia Pacific were $2,102,747, $265,593 and $76,003, respectively.

(2) There were no single investments included in this category that exceeded 5% of net assets.

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

6

KKR PRIVATE EQUITY 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
Portfolio Companies
Industrials - 37.6%
CIRCOR International, Inc.	Equity interest held through KKR Cube Aggregator L.P.	Industrials	Americas	Level III	USD	N/A	N/A	$132,500	19.8%
Potter Electrical Signal Company, LLC	Equity interest held through KKR Phoenix 1 Aggregator L.P.	Industrials	Americas	Level III	USD	N/A	N/A	85,500	12.8%
Other investments in portfolio companies(1)		Industrials	Americas	Level III	USD	N/A	N/A	33,660	5.0%
Health Care - 28.7%
PetVet Care Centers, LLC	Equity interest held through KKR Romulus Aggregator L.P.	Health Care	Americas	Level III	USD	N/A	N/A	127,453	19.1%
IVI Rma Global SL	Equity interest held through KKR Inception Aggregator L.P.	Health Care	EMEA	Level III	EUR	N/A	N/A	58,877	8.8%
Other investment in portfolio company		Health Care	EMEA	Level III	USD	N/A	N/A	3,542	0.5%
Other investment in portfolio company		Health Care	Americas	Level III	USD	N/A	N/A	1,770	0.3%
Financials - 28.6%
USI Insurance Services LLC	Equity interest held through Uno Aggregator L.P.	Financials	Americas	Level III	USD	N/A	N/A	142,500	21.3%
April SAS	Equity interest held through KKR Athena Aggregator L.P.	Financials	EMEA	Level III	EUR	N/A	N/A	48,508	7.3%
Consumer Discretionary - 5.1%
Groundworks, LLC	Equity interest held through KKR Proof Aggregator A L.P. and KKR Proof Aggregator B L.P.	Consumer Discretionary	Americas	Level III	USD	N/A	N/A	34,000	5.1%
Materials - 4.6%
Other investment in portfolio company		Materials	Americas	Level III	USD	N/A	N/A	30,400	4.6%
Communication Services - 1.9%
Other investment in portfolio company		Communication Services	Americas	Level III	USD	N/A	N/A	13,000	1.9%
Information Technology - 0.3%
Other investment in portfolio company		Information Technology	Americas	Level III	USD	N/A	N/A	1,900	0.3%

7

Total Portfolio Companies (cost of $703,790)								$713,610	106.8%
Foreign Currency Forward Contracts
Goldman Sachs	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	35,700	$(652)	(0.1)%
Barclays Bank PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	32,900	103	—%
Nomura International plc	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	1,700	(90)	—%
Total Foreign Currency Forward Contracts								$(639)	(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	$18,007	2.7%
Total Investments in Money Market Funds (cost of $18,007)								$18,007	2.7%
Total Investments and Cash Equivalents (cost of $721,797)								$730,978	109.4%

(1) There were no single investments included in this category that exceeded 5% of net assets.

See notes to consolidated financial statements.

8

KKR PRIVATE EQUITY CONGLOMERATE LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

1.Organization

KKR Private Equity Conglomerate LLC (“K-PEC” and the “Company”) was formed on December 6, 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 primarily seeks to acquire, own and control portfolio companies with the objective of generating attractive risk-adjusted returns and achieving medium-to-long-term capital appreciation through joint ventures (“Joint Ventures”). The Company expects that its portfolio companies will operate principally in the following business lines: Business & Financial Services; Consumer & Retail; Healthcare; Impact; Industrials; and Technology, Media & Telecommunications. The Company commenced principal operations on August 1, 2023.

K-PEC conducts a continuous private offering of its investor shares on a monthly basis: Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-S Shares, Class R-D Shares, Class R-U Shares and Class R-I Shares (collectively, 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, Class R-U Shares and Class R-I Shares do not pay a sales load or dealer-manager fees and the Company does not pay any servicing or distribution fees with respect to Class I Shares or Class R-I Shares or any distribution fees with respect to the Class D Shares or Class R-D Shares.

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 its industry leading institutional private equity sourcing and portfolio management platform pursuant to a management agreement entered into with KKR DAV Manager LLC (the “Manager”) to support the Company in managing its portfolio companies with the objective of generating attractive risk-adjusted returns and achieving medium-to-long-term capital appreciation by owning and controlling portfolio companies diversified by strategy, sector and geography for shareholders (the “Shareholders”).

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated 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 (“ASC”) ASC 946, Financial Services—Investment Companies (“ASC 946”).

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Basis of Consolidation

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 K-PEC’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 six months ended June 30, 2024, there were no significant updates to K-PEC’s significant accounting policies.

3.Investments

Summarized Portfolio Company Financial Information

The following table presents unaudited summarized financial information for the portfolio companies in the aggregate in which the Company has an indirect equity interest for the three and six months ended June 30, 2024. Amounts provided do not represent the Company’s proportionate share:

	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
Revenues	$	1,933,505	$	4,600,377
Expenses	2,120,872		4,937,485
Loss before taxes	(187,367)		(337,108)
Income tax (benefit) expense	18,159		15,595
Consolidated net loss	(205,526)		(352,703)
Net (income) loss attributable to non-controlling interests	(92)		72
Net loss	$	(205,618)	$	(352,631)

The net loss above represents the aggregated net loss attributable to the controlling interests in each of the Company’s portfolio companies and does not represent the Company’s proportionate share of loss.

Acquisition of Interest in Portfolio Company through Secondary Transaction

During the three and six months ended June 30, 2024, the Company purchased an interest in a portfolio company from a third-party seller for $149,691 and recorded unrealized appreciation of $34,309 in connection with the investment acquired.

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4.Fair Value Measurements - Investments

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

	June 30, 2024
Investments	Level I		Level II		Level III		Investments Measured at Net Asset Value		Fair Value
Portfolio companies	$	—	$	—	$	2,124,343	$	320,000	$	2,444,343
Unrealized depreciation on foreign currency forward contracts	—		(79)		—		—		(79)
Unrealized appreciation on foreign currency forward contracts	—		568		—		—		568
Investments in Money Market Funds	308,646		—		—		—		308,646
Total	$	308,646	$	489	$	2,124,343	$	320,000	$	2,753,478

	December 31, 2023
Investments	Level I		Level II		Level III		Fair Value
Portfolio companies	$	—	$	—	$	713,610	$	713,610
Unrealized depreciation on foreign currency forward contracts	—		(742)		—		(742)
Unrealized appreciation on foreign currency forward contracts	—		103		—		103
Investments in Money Market Funds	18,007		—		—		18,007
Total	$	18,007	$	(639)	$	713,610	$	730,978

The following tables provide a reconciliation of the beginning and ending balances for investments that use Level III inputs for the six months ended June 30, 2024:

Six Months Ended June 30, 2024
Investments	Balance as of December 31, 2023		Purchases		Net change in unrealized appreciation on investments		Net change in unrealized depreciation on foreign currency translation		Balance as of June 30, 2024
Portfolio companies	$	713,610	$	1,285,230	$	130,529	$	(5,026)	$	2,124,343
Total	$	713,610	$	1,285,230	$	130,529	$	(5,026)	$	2,124,343

The total change in unrealized appreciation (depreciation) included in the Consolidated Statements of Operations within net change in unrealized appreciation (depreciation) for the six months ended June 30, 2024 attributable to Level III investments and foreign currency translation still held at June 30, 2024 was $130,529 and $(5,026), respectively.

The following tables present the quantitative information about Level III fair value measurements of the Company’s portfolio companies as of June 30, 2024 and December 31, 2023:

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Level III Assets	Fair Value June 30, 2024	Valuation Methodology and Inputs	Unobservable Input(s) (1)	Weighted Average (2)	Range	Impact to Valuation from an Increase in Input (3)
Portfolio companies	$2,124,343	Inputs to market comparables, discounted cash flow and transaction price/other	Illiquidity Discount	9.2%	5.0% - 15.0%	Decrease
			Weight Ascribed to Market Comparables	36.1%	0.0% - 100.0%	(4)
			Weight Ascribed to Discounted Cash Flow	43.1%	0.0% - 75.0%	(5)
			Weight Ascribed to Transaction Price/Other	20.8%	0.0% - 100.0%	(6)
		Market Comparables	Enterprise Value / Forward EBITDA Multiple	13.7x	6.9x - 24.6x	Increase
		Discounted Cash Flow	Weighted Average Cost of Capital	12.2%	6.5% - 18.2%	Decrease
			Enterprise Value / LTM EBITDA Exit Multiple	13.8x	8.5x - 23.0x	Increase

Level III Assets	Fair Value December 31, 2023	Valuation Methodology and Inputs	Unobservable Input(s) (1)	Weighted Average (2)	Range	Impact to Valuation from an Increase in Input (3)
Portfolio companies	$713,610	Inputs to market comparables, discounted cash flow and transaction price/other	Illiquidity Discount	7.4%	5.0% - 15.0%	Decrease
			Weight Ascribed to Market Comparables	25.0%	0.0% - 50.0%	(4)
			Weight Ascribed to Discounted Cash Flow	40.2%	0.0% - 75.0%	(5)
			Weight Ascribed to Transaction Price/Other	34.8%	0.0%- 100.0%	(6)
		Market Comparables	Enterprise Value / Forward EBITDA Multiple	14.6x	7.5x - 17.8x	Increase
		Discounted Cash Flow	Weighted Average Cost of Capital	11.6%	8.5% - 18.2%	Decrease
			Enterprise Value / LTM EBITDA Exit Multiple	14.9x	8.5x - 17.5x	Increase

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(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 would increase the fair value of the Level III investments if the transaction price results in a higher valuation than the market comparables approach and discounted cash flow approach. The opposite would be true if the transaction price results in a lower valuation than the market comparables approach and discounted cash flow approach.

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.

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5.Related Party Transactions

Management Agreement

On July 27, 2023, the Company entered into a management agreement with the Manager, which was further amended on May 30, 2024 (“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 (“NAV”) attributable to Class S Shares, Class D Shares, Class U Shares and Class I Shares and (ii) 1.00% per annum of the month-end NAV for a 60-month period following August 1, 2023 (the “Initial Offering”) attributable to Class R-S Shares, Class R-D Shares, Class R-U Shares and Class R-I Shares (provided that for Class R-S Shares, Class R-U Shares and Class R-I Shares, such shares are purchased by an investor as part of an intermediary’s direct or indirect aggregate subscription for at least $100,000 in Shares and shares of any class of KKR Private Markets Equity Fund SICAV SA, a multi-compartment Luxembourg investment company with variable capital, and KKR Private Markets Equity Fund (Master) FCP, a Luxembourg mutual fund (together, with any parallel vehicles formed to invest alongside the aforementioned entities and that are direct or indirect parent companies of K-PRIME Aggregator L.P., “K-PRIME”) during the 18-month period following the Initial Offering) and 1.25% per annum of the month-end NAV attributable to Class R-S Shares, Class R-D Shares, Class R-U Shares and Class R-I Shares after the 60-month period following the Initial Offering, each before giving effect to accruals for the Management Fee, the Distribution Fee (as defined herein), the Servicing Fee (as defined herein), the Performance Participation Allocation (as defined herein), share repurchases for that month, any distributions and without taking into account any taxes (whether paid, payable, accrued or otherwise) of any intermediate entity through which the Company indirectly acquires and holds a portfolio company, as determined in the good faith judgment of the Manager. Such Management Fee is calculated based on the Company’s transactional net asset value (“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 portfolio companies, 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 six months ended June 30, 2024, the Manager earned $5,968 and $8,621 in gross Management Fees, respectively. For the three and six months ended June 30, 2024, the Company offset Management fees and certain operating expenses of $7,342 and $9,995, respectively.

As of June 30, 2024 and December 31, 2023, there were unapplied credits of $14,615 and $12,403, respectively, to be carried forward that relate to Other Fees earned.

As of June 30, 2024 and December 31, 2023, the Company did 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

KKR is allocated a “Performance Participation Allocation” equal to 15.0% of the Total Return attributable to Investor Shares subject to a 5.0% 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 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 Reference Period (and at other times as described below), KKR is allocated a Performance Participation Allocation in an amount equal to:

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•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 (as defined in the LLC Agreement) (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to KKR equals 15.0% 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, 15.0% 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 August 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 Transactional Net Asset Value.

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

A Performance Participation Allocation accrual of $22,997 and $1,508 was recorded as of June 30, 2024 and December 31, 2023, respectively, in the Consolidated Statements of Assets and Liabilities. During both the three and six months ended June 30, 2024, we recognized Performance Participation Allocation of $21,490 in the Consolidated Statements of Operations. No such Performance Participation Allocation was recognized during the three and six months ended June 30, 2023. During the three and six months ended June 30, 2024, we issued 48 Class F Shares to an affiliate of KKR totaling $1 with respect to Performance Participation Allocation resulting from repurchases of Investor Shares by the Company during the second quarter of 2024.

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 U Shares, Class R-S Shares and Class R-U Shares only (consisting of a 0.60% distribution fee (the “Distribution Fee”) and a 0.25% shareholder servicing fee (the “Servicing Fee”)), accrued and payable monthly 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 Transactional Net Asset Value. None of the Class I Shares, Class R-I Shares, Class E Shares, Class F Shares, Class G Shares or Class H Shares incur the Distribution Fee or the Servicing Fee. 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 may also pay for certain sub-transfer agency, platform, sub-accounting and administrative services outside of the Distribution Fee and the Servicing Fee.

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-S Shares, Class R-U Shares and Class R-D Shares. As of June 30, 2024 and December 31, 2023, the Company has accrued $113,543 and $40,309, respectively, of Servicing Fees and Distribution Fees payable to the Dealer Manager (as defined below) related to the Class R-U Shares and Class R-D Shares sold.

Expense Limitation and Reimbursement Agreement

On December 6, 2022, the Company entered into an Expense Limitation and Reimbursement Agreement, which was further amended on May 10, 2024 (the “Expense Limitation Agreement”), with the Manager. 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 (as 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) portfolio company 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,

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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 remains in effect through and including June 30, 2025, 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.

As of June 30, 2024, the Manager agreed to reimburse expenses of $959 and $3,170 incurred by the Company for the three and six months ended June 30, 2024, respectively, pursuant to the Expense Limitation Agreement. The amounts are subject to recoupment within a three year period.

As of June 30, 2024 and December 31, 2023, the Company recorded $2,332 and $13,451, respectively, as Due from Manager related to amounts waived under the Expense Limitation Agreement to date and $6,911 and $14,471, respectively, as Due to Manager related to amounts paid by the Manager on behalf of the Company.

The following table reflects the amounts incurred by the Company and subject to recoupment pursuant to the Expense Limitation Agreement and the expiration for future possible recoupments by the Company:

Three Months Ended	Amount		Last Expiration Date
December 31, 2022	$	3,635	December 31, 2025
March 31, 2023	1,838		March 31, 2026
June 30, 2023	1,938		June 30, 2026
September 30, 2023	3,269		September 30, 2026
December 31, 2023	2,771		December 31, 2026
March 31, 2024	2,211		March 31, 2027
June 30, 2024	959		June 30, 2027
Total	$	16,621

As of June 30, 2024 and December 31, 2023, management believes that it was not probable for the Company to be required to reimburse the expenses waived by the Manager.

Acquisition of Interests in Portfolio Companies through Secondary Transaction with Related Party

During the three and six months ended June 30, 2024, the Company purchased interests in portfolio companies from an investment vehicle that is managed by an affiliate of the Manager for $348,432 and recorded unrealized appreciation of $33,046 in connection with the investments acquired.

Dealer-Manager Agreement

On July 27, 2023, the Company entered into a 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.

Line of Credit

On December 20, 2023, certain wholly-owned subsidiaries of the Company, as may be added and removed from time to time (the “Borrowers”), entered into an unsecured, uncommitted line of credit, which was further amended on March 21,

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2024 (the “Line of Credit”) to provide for up to a maximum aggregate principal amount of $300,000 with KKR Alternative Assets LLC (the “Lender”), an affiliate of the Company.

Each loan under the Line of Credit will (i) be subject to an interest rate per annum as set forth in the applicable loan request up to the then-current rate offered by a third party lender or, if no such rate is available, up to Secured Overnight Financing Rate applicable to such loan plus 3.50% and (ii) in the event that the interest rate is zero percent such loan will have a maximum maturity of 364 days following the borrowing of such loan (unless otherwise consented to by the Lender in its sole discretion). The Line of Credit expires on December 20, 2024, subject to six-month extension options requiring the Lender’s approval. Each advance under the Line of Credit is repayable on the earlier of the (i) 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 Borrowers will be permitted to (w) 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, (x) use funds to close any acquisition of a portfolio company which the Company committed to prior to receiving a demand notice, (y) make elective distributions of an amount not to exceed amounts paid in the immediately preceding fiscal quarter and (z) 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 Borrower may withdraw from the Line of Credit at the time all such obligations held by such 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.

The Lender and its assignees shall not have any recourse to any entities with interests in the 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 December 31, 2023, the outstanding balance on the Line of Credit was $19,200, all of which was subsequently repaid on January 4, 2024. No balance was outstanding on the Line of Credit as of June 30, 2024. For the period from January 1, 2024 to January 4, 2024, the Company incurred interest expense of $14, which was waived by the Lender.

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6.Shareholders’ Equity

The following table is a summary of share activity during the three months ended June 30, 2024 and shares outstanding as of June 30, 2024:

	Shares Outstanding as of March 31, 2024	Shares Issued During the Period	Shares Repurchased During the Period	Transfers In During the Period	Transfers Out During the Period	Shares Outstanding as of June 30, 2024
Class I Shares	386	12,353	—	—	(530)	12,209
Class U Shares	—	110,734	—	—	—	110,734
Class R-D Shares	402,685	2,398,137	—	—	(3,834)	2,796,988
Class R-I Shares	9,502,499	23,742,542	(2,871)	59,918	—	33,302,088
Class R-U Shares	39,756,187	24,270,806	(10,837)	—	(55,946)	63,960,210
Class F Shares	3,710	1,947	—	—	—	5,657
Class G Shares	40	—	—	—	—	40
Class H Shares	40	—	—	—	—	40
Total	49,665,547	50,536,519	(13,708)	59,918	(60,310)	100,187,966

The following table is a summary of share activity during the six months ended June 30, 2024 and shares outstanding as of June 30, 2024:

	Shares Outstanding as of December 31, 2023	Shares Issued During the Period	Shares Repurchased During the Period	Transfers In During the Period	Transfers Out During the Period	Shares Outstanding as of June 30, 2024
Class I Shares	69,695	12,739	—	—	(70,225)	12,209
Class U Shares	—	110,734	—	—	—	110,734
Class R-D Shares	—	2,802,745	—	—	(5,757)	2,796,988
Class R-I Shares	4,452,158	28,673,012	(2,871)	179,789	—	33,302,088
Class R-U Shares	22,941,060	41,134,422	(10,837)	—	(104,435)	63,960,210
Class F Shares	1,967	3,690	—	—	—	5,657
Class G Shares	40	—	—	—	—	40
Class H Shares	40	—	—	—	—	40
Total	27,464,960	72,737,342	(13,708)	179,789	(180,417)	100,187,966

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Distribution Reinvestment Plan

The Company adopted a Distribution Reinvestment Plan (the “DRIP”) in which cash distributions to holders of our 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 Transactional Net Asset Value per Share. Shareholders will not pay a sales load when purchasing Shares under our DRIP; however, Class S Shares, Class D Shares, Class U Shares, Class R-S Shares, Class R-D Shares and Class R-U Shares, including those purchased under our DRIP, will be subject to applicable ongoing distribution and/or shareholder servicing fees.

As of June 30, 2024 and December 31, 2023, the Company has not issued any Shares under the DRIP.

Share Repurchases

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-U Shares, Class R-I Shares or Class F Shares under our share repurchase plan will be limited to no more than 5% of our aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter).

On May 6, 2024, the Company repurchased approximately $356 of Shares. The following table summarizes the Shares repurchased during the six months ended June 30, 2024:

Class	Repurchase Price per Share		Number of Shares Repurchased	Gross Consideration		5% Early Repurchase Fee		Net Consideration
Class R-I Shares	$	26.12	2,871	$	75	$	(6)	$	69
Class R-U Shares	25.97		10,837	281		(11)		270
Total			13,708	$	356	$	(17)	$	339

Repurchase Arrangement for Class E Shares held by KKR

No shares were repurchased by the Company, pursuant to the KKR Share Repurchase Arrangement, effective July 27, 2023 (“KKR Share Repurchase Arrangement”), during the three and six months ended June 30, 2024.

For a description of the KKR Share Repurchase Arrangement, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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7.Distributions

The Company did not declare or pay any distributions during the three and six months ended June 30, 2024.

8.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

The Company had $8,833 of unfunded commitments in portfolio companies as of both June 30, 2024 and December 31, 2023.

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.

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9.Financial Highlights

The following is a schedule of the financial highlights of the Company attributed to each class of Shares for the six months ended June 30, 2024:

	Class I Shares			Class U Shares			Class R-D Shares			Class R-I Shares			Class R-U 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)	$	25.88		$	—		$	—		$	25.87		$	24.08		$	26.02		$	26.02		$	26.02
Consideration from the issuance of shares, net	—			26.87			26.65			—			1.58			—			—			—
Repurchase of shares	—			—			—			—			—			—			—			—
Early repurchase fee	—			—			—			—			—			—			—			—
Transfers in	—			—			—			—			—			—			—			—
Transfers out	—			—			—			—			—			—			—			—
Accrued shareholder servicing fees and distribution fees (2)	—			(1.83)			(0.99)			—			(1.68)			—			—			—
Net investment (loss) income (2)	(0.26)			(0.06)			(0.16)			(0.17)			(0.13)			0.18			0.16			0.16
Net realized gain (loss) and change in unrealized appreciation (depreciation)(2)	1.72			0.53			1.24			1.61			1.51			1.54			1.57			1.57
Net increase (decrease) in net assets attributed to shareholders	1.46			(1.36)			0.09			1.44			1.28			1.72			1.73			1.73
Net asset value per share at the end of period (June 30, 2024)	$	27.34		$	25.51		$	26.74		$	27.31		$	25.36		$	27.74		$	27.75		$	27.75
Net assets at end of period (June 30, 2024)	$	334		$	2,825		$	74,791		$	909,397		$	1,622,034		$	157		$	1		$	1
Shares outstanding at end of period (June 30, 2024)	12,209			110,734			2,796,988			33,302,088			63,960,210			5,657			40			40
Weighted average shares outstanding at end of period (June 30, 2024)	3,581			110,734			1,516,561			19,167,111			44,621,484			4,668			40			40
Ratio/Supplemental data for Shares (not annualized):
Ratios to net asset value (3):
Operating expenses before Performance Participation Allocation (4)	0.24		%	0.05		%	0.19		%	0.24		%	0.28		%	0.27		%	0.28		%	0.28		%
Operating expenses before expenses reimbursed by Manager (4) (5)	2.04		%	0.39		%	1.57		%	1.80		%	1.75		%	0.49		%	0.54		%	0.54		%
Operating expenses after expenses reimbursed by Manager (4) (5)	1.94		%	0.38		%	1.48		%	1.66		%	1.53		%	0.27		%	0.28		%	0.28		%
Operating expenses after Performance Participation Allocation (4) (6)	1.94		%	0.38		%	1.48		%	1.66		%	1.53		%	0.27		%	0.28		%	0.28		%
Net investment (loss) income(4)	(0.95)		%	(0.23)		%	(0.60)		%	(0.64)		%	(0.52)		%	0.67		%	0.62		%	0.62		%
Total GAAP return attributed to Shares based on net asset value (7)	5.64		%	(5.06)		%	2.85		%	5.57		%	5.32		%	6.61		%	6.65		%	6.65		%

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

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

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(3) 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.

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

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

(6) Ratios presented after expenses reimbursed by Manager.

(7) 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 our 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. The Company did not declare or pay any distributions during the six months ended June 30, 2024.

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10. 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.

For the three months ended June 30, 2024 and 2023, the effective tax rates were 1.2% and 0.0%, respectively, and for the six months ended June 30, 2024 and 2023, the effective tax rates were 2.2% and 0.0%, respectively. For the three and six months ended June 30, 2024, the primary items giving rise to the difference between the 0.0% federal statutory rate applicable to partnerships and the effective tax rate is due to U.S. federal, state and local taxes on income from the Company’s subsidiaries that are treated as corporations for U.S. federal, state or local purposes. For the three and six months ended June 30, 2023, the effective tax rates did not differ from the 0.0% federal statutory rate applicable to partnerships as the Company did not have any income from subsidiaries that are treated as corporations for U.S. federal, state or local purposes.

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11. Subsequent Events

Unregistered Sale of Equity Securities

On July 1, 2024, the Company sold the following Investor Shares of the Company (with the final number of shares determined on July 19, 2024) to investors for cash:

Class	Number of Shares Sold	Net Consideration
Class I Shares	914	$	25
Class U Shares	1,830	50
Class R-D Shares	2,617,161	71,348
Class R-I Shares	2,422,106	66,142
Class R-U Shares	4,555,712	123,336

Share Repurchases

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

Class	Repurchase Price per Share		Number of Shares Repurchased	Gross Consideration		5% Early Repurchase Fee		Net Consideration
Class R-U Shares	$	27.07	25,246	$	683	$	(34)	$	649

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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. 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 Private Equity Conglomerate LLC (together with its subsidiaries, the “Company,” “we,” “us,” or “our”) was formed on December 6, 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 “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 with the objective of generating attractive risk-adjusted returns and achieving medium-to-long-term capital appreciation through joint ventures (“Joint Ventures”). The Company commenced principal operations on August 1, 2023.

We have been established by Kohlberg Kravis Roberts & Co. L.P. (together with its subsidiaries, “KKR”) as the flagship conglomerate to own and control and manage Joint Ventures that, directly or indirectly, own majority stakes in portfolio companies, and to a lesser extent, Joint Ventures that own influential yet non-majority stakes in portfolio companies. Our Joint Ventures focus on acquiring geographically diversified portfolio companies that operate principally in the following business lines: Business & Financial Services; Consumer & Retail; Healthcare; Impact; Industrials; and Technology, Media & Telecommunications. We intend to own and control portfolio companies in the geographies where KKR is active, including North America, Europe and Asia Pacific. Over time, we expect to acquire portfolio companies that generate attractive risk-adjusted returns, using proceeds raised from the continuous offering of our securities, distributions from portfolio companies, and opportunistically recycling capital generated from dispositions of portfolio companies.

A key part of our strategy is to form Joint Ventures by pooling capital with KKR Vehicles that target acquisitions of portfolio companies that are compatible with our business strategy. We expect that we will own nearly all of our portfolio companies 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. The Company and the KKR Vehicles in a Joint Venture will both have a shared interest in maximizing value of the Joint Venture, and we believe that a joint acquisition and management strategy that pools the resources of the KKR Vehicles and the Company will lead to greater opportunities to gain sufficient influence or control over portfolio companies to deploy an operations-oriented management approach to value creation with the objective of achieving capital appreciation for all interest holders in the Joint Venture. We currently own, and expect to own in the future, all or substantially all of our Joint Venture interests and other interests in portfolio companies directly or indirectly through K-PEC Holdings LLC and any similar wholly-owned holding company formed in the future to acquire, own and control portfolio companies (the “Operating Subsidiaries”). In turn, each Operating Subsidiary holds our interests in portfolio companies and Joint Ventures through one or more corporations, limited liability companies or limited partnerships. We expect that most of our Joint Ventures will own a majority of, and/or have primary control over, the underlying portfolio company. The Company and the applicable KKR Vehicle will hold the interests in each portfolio company as co-general partners of the relevant Joint Venture, but the relative economic interests in such Joint Venture will vary from acquisition to acquisition. In limited circumstances, we may also invest some portion of our capital into portfolio companies indirectly through vehicles we do not control. We may occasionally be a passive investor into a vehicle that holds an investment in a single portfolio company. We may also make investments into vehicles controlled by an external adviser where we do not have direct input into the underlying investments.

We expect that in the ordinary course, our acquisitions of portfolio companies, whether made through our Joint Ventures or, to a lesser extent, our other acquisition strategies, will make up approximately 80% of our assets. 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. Additionally, we expect that up to 20% of our assets will consist of cash and cash equivalents, 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-

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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 20% of our assets at any given time due to new subscriptions, shareholder participation in our share repurchase program, distributions from, or dispositions of, portfolio companies or for other reasons as KKR DAV Manager LLC (our “Manager”) determines. In addition to the target of 20% for our Liquidity Portfolio, we intend to abide by certain other guidelines on our overall portfolio construction. We will not acquire any cryptocurrency. Additionally, (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 portfolio company 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 portfolio companies 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 our investor shares on a monthly basis: Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-S Shares, Class R-D Shares, Class R-U Shares and Class R-I Shares (collectively, 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”).

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Recent Developments

Portfolio Company Activity

During the three months ended June 30, 2024, the Company acquired indirect interests in the following portfolio companies:

Portfolio Company(1)	Description
Blue Sprig Pediatrics, Inc.(2)	Blue Sprig Pediatrics, Inc. is an autism services provider delivering Applied Behavior Analysis therapy to children diagnosed with Autism Spectrum Disorder and is based in Houston, Texas.
BMC Software	BMC Software provides software that organizes IT solutions, which includes cloud computing, cyber security and data analytics and is based in Houston, Texas.
CMC Machinery	CMC Machinery designs automated packaging and mailing solutions for multinational e-commerce, retail and 3PL companies and is based in Città di Castello, Italy.
Cotiviti, Inc.	Cotiviti, Inc. is a solutions and analytics healthcare company, which is based in South Jordan, Utah.
Education Perfect Group Ltd	Education Perfect Group Ltd is a learning, assessment and analytics platform for years K-12 and is based in Dunedin, New Zealand.
Elsan Group SAS	Elsan Group SAS is a private healthcare group based in Paris, France.
EQuest Education Joint Stock Company	EQuest Education Joint Stock Company is an educational services provider and is based in Hồ Chí Minh City, Vietnam.
ETL AG Steuerberatungsgesellschaft	ETL AG Steuerberatungsgesellschaft is a German tax consultancy group and is based in Essen, Germany.
Fortifi Food Processing Solutions, Inc.(2)	Fortifi Food Processing Solutions, Inc. is a food processing developer based in Birmingham, Ohio.
Gamma Biosciences	Gamma Biosciences is a life sciences tools platform created by KKR to build a portfolio of next-generation bioprocessing technologies and is based in Menlo Park, California.
Graduation Alliance Inc.	Graduation Alliance Inc. works with students of all ages to provide alternative pathways to high school graduation and career training and is based in Salt Lake City, Utah.
Industrial Physics, Inc.(2)	Industrial Physics, Inc. is a manufacturer of testing and measurement instruments and associated aftermarket parts and services and is based in New Castle, Delaware.
Internet Brands Inc.	Internet Brands Inc. brings together a diversified portfolio of software, data services, hosting and marketing services and websites in the auto, health, legal and home/travel categories and is based in El Segundo, California.
Lightcast (fka Burning Glass Technologies)	Lightcast (fka Burning Glass Technologies) is a provider of labor market analytics software and is based in Moscow, Idaho.
Mdf commerce inc.(3)	Mdf commerce inc. provides a broad set of SaaS solutions that optimize and accelerate commercial interactions between buyers and sellers and is based in Quebec, Canada.
Mediawan and Leonine Studios	Mediawan and Leonine Studios is a media production and distribution business in Europe, producing audiovisual content with a global presence across 13 countries and 85 labels, headquartered in Paris, France.
Neighborly Inc.	Neighborly Inc. is a home services company that offers repair, maintenance and enhancement of home and business properties primarily through franchising and is based in Waco, Texas.
Quick Quack Car Wash	Quick Quack Car Wash provides exterior car washes and is based in Roseville, California.
ReliaQuest LLC(2)	ReliaQuest LLC is a XDR cyber security platform and is based in Tampa, Florida.
SunFireMatrix, Inc.	SunFireMatrix, Inc. is a software and tech enabled services platform serving the insurance distribution and health plan markets and is based in Carlisle, Massachusetts.
Suzhou Quanyi Health Pharmacy Chain Co. Ltd.	Suzhou Quanyi Health Pharmacy Chain Co. Ltd. operates pharmacies and drug stores and is based in Suzhou, China.
Wella	Wella is a beauty company specializing in hair care, styling, colorants and other beauty products and is based in Geneva, Switzerland.
Yayoi Co., Ltd.	Yayoi Co., Ltd. is a financial and accounting software service provider based in Tokyo, Japan.

(1) Also includes a portfolio company that helps create, develop, and oversee member-owned group captive insurance companies.

(2) Represents an add-on transaction in an existing portfolio company.

(3) Represents both an initial acquisition and add-on transaction in an existing portfolio company.

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The charts below present the diversification of our portfolio companies by strategy, sector and geography as of June 30, 2024, based upon our transactional net asset value (“Transactional Net Asset Value”), which is used to determine the price at which the Company sells and repurchases its Shares.

STRATEGY	SECTOR

GEOGRAPHY

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During July 2024, the Company acquired indirect interests in the following portfolio companies:

Portfolio Company	Description
Agiloft, Inc.	Agiloft, Inc. is a provider of contract lifecycle management software enabling legal, procurement, sales, and other departments to streamline contract workflows and is based in Redwood City, California.
Industrial Physics(1)	Industrial Physics is a manufacturer of testing and measurement instruments and associated aftermarket parts and services and is based in New Castle, Delaware.
Marmic Holdings, Inc.	Marmic Holdings, Inc. is a provider of regulation-mandated fire equipment inspection, testing and maintenance services and is based in Joplin, Missouri.
Nexeye Holding B.V.	Nexeye Holding B.V. is a European eye and hearing care retail provider and is based in Gorinchem, Netherlands.

(1) Represents an add-on transaction in an existing portfolio company.

After giving effect to the above third quarter 2024 acquisitions at transaction value, approximately 32%, 28%, 17%, 12%, 8%, 2% and 1% were in the health care, information technology, industrials, consumer, financials, communication services, and materials, respectively and approximately 86%, 11% and 3% of our portfolio companies were in the Americas, EMEA and APAC, respectively.

Fifth Amended and Restated Limited Liability Company Agreement

On June 21, 2024, the Company entered into a Fifth Amended and Restated Limited Liability Company Agreement of the Company, which amended and restated the Company’s Fourth Amended and Restated Limited Liability Company Agreement, dated as of May 30, 2024.

The amendment and restatement effects certain changes, including, among other things, extending the period during which sales by intermediaries are measured for purposes of determining the conversion of the Company’s Class R-S Shares, Class R-U Shares and Class R-I Shares to eighteen months since the initial offering of such shares.

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Operating Results Highlights

During the three and six months ended June 30, 2024, we raised aggregate subscription proceeds of $1,326,039 and $1,900,560, respectively, related to Investor Shares. These subscription proceeds were used, in part, to acquire our interests in 22 portfolio companies, as well as add-on transactions in existing portfolio companies totaling $1,605,230 during the six months ended June 30, 2024.

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 U Shares		Class R-D Shares		Class R-I Shares		Class R-U Shares
Share class inception date	September 1, 2023		June 1, 2024		February 1, 2024		August 1, 2023		August 1, 2023
Three months ended June 30, 2024	4.58	%	1.71	%	4.52	%	4.55	%	4.23	%
Six months ended June 30, 2024	5.67	%	1.71	%	4.86	%	5.54	%	5.18	%
Inception to date June 30, 2024	7.44	%	1.71	%	4.86	%	9.23	%	8.29	%

(1) Total return is not annualized. 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. The Company did not declare or pay any distributions from inception through June 30, 2024.

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Results of Operations

From December 6, 2022 (date of our initial capitalization) through August 1, 2023, we had not commenced our principal operations and were focused on our formation and the registration statement on Form 10 under the Exchange Act (as amended, the “Registration Statement”). Our Registration Statement automatically became effective on June 13, 2023 and we commenced principal operations on August 1, 2023.

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

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

Investment Income

We generate investment income primarily from our long-term ownership and operation of Joint Ventures and portfolio companies 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 portfolio companies.

As the majority of our assets consist of long-term ownership and operation of Joint Ventures and portfolio companies, 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 portfolio company level, but is instead the amount of cash that is distributed from the portfolio company to the Company from time to time after paying for all portfolio company 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 Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies (“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 portfolio company is recorded on the date when cash is received from the relevant portfolio company, but excludes any portion of distributions that are treated as a return of capital. Each distribution received from a portfolio company 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.

For the three and six months ended June 30, 2024, the Company recorded $12,837 and $16,688, respectively, of dividend income from money market funds with financial institutions.

Expenses

For the three and six months ended June 30, 2024, we incurred $32,314 and $39,071 in operating expenses, respectively, comprised primarily of performance participation allocation (“Performance Participation Allocation”) of $21,490 for both the three and six months ended June 30, 2024, as well as $4,355 and $7,942 in general and administrative expenses, respectively. Additionally, gross management fees (“Management Fee”) pursuant to the management agreement entered into between the Company and the Manager, (as amended and restated, the “Management Agreement”) earned by the Manager totaled $5,968 and $8,621, respectively. For the three and six months ended June 30, 2024, the Company offset Management fees and certain operating expenses of $7,342 and $9,995, respectively.

As of June 30, 2024, the Manager agreed to reimburse expenses of $959 and $3,170 incurred by the Company for the three and six months ended June 30, 2024, pursuant to the expense limitation and reimbursement Agreement, entered into between the Company and the Manager (as amended and restated, the “Expense Limitation Agreement”). The amounts are subject to recoupment within a three year period.

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.

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Net Investment Loss

For the three and six months ended June 30, 2024, net investment loss was $11,176 and $9,204, respectively. Prior to the commencement of principal operations on August 1, 2023, the Company did not record net investment income or loss.

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

Net realized gain and loss and net unrealized appreciation and 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 and 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 six months ended June 30, 2024, we recorded realized gains of $2,874 and $3,088, respectively, due primarily to realized gains on foreign currency forward contracts of $2,874 and $3,142, respectively.

We recorded a net change in unrealized appreciation before income taxes of $116,365 and $126,631 for the three and six months ended June 30, 2024, respectively, comprised of $119,550 and $130,529, respectively, of unrealized appreciation on investments related to the change in value of portfolio companies; $(2,584) and $(5,026), respectively, of unrealized (depreciation) on foreign currency translation related to the change in value based upon changes in foreign currency exchange rates; and $(601) and $1,128, respectively, of unrealized (depreciation) appreciation on foreign currency forward contracts.

Changes in Net Assets from Operations

For the three and six months ended June 30, 2024, we recorded a net increase in net assets resulting from operations of $106,730 and $117,881, respectively, primarily resulting from the net change in unrealized appreciation related to the change in value of portfolio companies and foreign currency forward contracts, partially offset by the net change in unrealized depreciation related to foreign currency translation.

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 portfolio companies monthly. When valuing our portfolio companies, net operating earnings generated at the portfolio company level are included in our valuation models. While the valuation models take into account all revenue, distributions from each of our portfolio companies may 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 portfolio companies are held in tax partnership structures, or in related entities with bank-financed portfolio company level debt, the Company may be contractually limited in its ability to make dividend distributions from portfolio companies to the Company. Since portfolio companies are not consolidated with the Company under ASC 946, in many cases the net income from operations earned by a portfolio company may not be distributed to the Company in its entirety, and thus may not be reflected in the net increase in net assets resulting from operations. While this non-distributed income is included in the calculation of fair market 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.

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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 Transactional Net Asset Value is the price at which we sell and repurchase our Shares. 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 June 30, 2024 ($ in thousands, except shares):

Components of Transactional Net Asset Value	June 30, 2024
Investments at fair value (cost of $2,309,019)	$	2,444,343
Cash and cash equivalents	309,135
Other assets	7,000
Other liabilities	(14,398)
Accrued performance participation allocation	(22,997)
Accrued shareholder servicing fees and distribution fees (1)	(2,335)
Transactional Net Asset Value	$	2,720,748
Number of outstanding shares	100,187,966

(1) Shareholder servicing fees apply only to Class S Shares, Class U Shares, Class D Shares, Class R-S Shares, Class R-D Shares and Class R-U Shares. Distribution fees apply only to Class S Shares, Class U Shares, Class R-S Shares and Class R-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, Class R-D Shares and Class R-U Shares. As of June 30, 2024, we have accrued under GAAP $113,543 of shareholder servicing fees and distribution fees payable to the dealer manager related to the Class U Shares, Class R-D Shares and Class R-U Shares sold.

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 June 30, 2024 ($ in thousands, except shares and per share data):

Transactional Net Asset Value Per Share	Class I Shares		Class U Shares		Class R-D Shares		Class R-I Shares		Class R-U Shares		Class F Shares		Class G Shares		Class H Shares		Total
Monthly Transactional Net Asset Value	$	334	$	3,026	$	76,250	$	909,397	$	1,731,582	$	157	$	1	$	1	$	2,720,748
Number of outstanding shares	12,209		110,734		2,796,988		33,302,088		63,960,210		5,657		40		40		100,187,966
Transactional Net Asset Value per Share as of June 30, 2024	$	27.34	$	27.33	$	27.26	$	27.31	$	27.07	$	27.74	$	27.75	$	27.75

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Reconciliation of Transactional Net Asset Value to GAAP Net Asset Value

The following table reconciles GAAP Net Asset Value per our Statements of Assets and Liabilities to our Transactional Net Asset Value:

	June 30, 2024
GAAP Net Asset Value	$	2,609,540
Adjustment:
Accrued shareholder servicing fees and distribution fees	111,208
Transactional Net Asset Value	$	2,720,748

Valuation Methodologies and Significant Inputs

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

Valuation Methodology	Unobservable Input(s) (1)	Weighted Average (2)	Range
Inputs to market comparables, discounted cash flow and transaction price/other	Illiquidity Discount	9.2%	5.0% - 15.0%
	Weight Ascribed to Market Comparables	36.1%	0.0% - 100.0%
	Weight Ascribed to Discounted Cash Flow	43.1%	0.0% - 75.0%
	Weight Ascribed to Transaction Price/Other	20.8%	0.0% - 100.0%
Market Comparables	Enterprise Value / Forward EBITDA Multiple	13.7x	6.9x - 24.6x
Discounted Cash Flow	Weighted Average Cost of Capital	12.2%	6.5% - 18.2%
	Enterprise Value / LTM EBITDA Exit Multiple	13.8x	8.5x - 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	Portfolio Company Values
Weighted Average Cost of Capital	0.25% decrease	+0.78%
	0.25% increase	-0.76%

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Hedging Activities

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 portfolio company 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 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 June 30, 2024, the fair value of our foreign currency forward contracts was a net asset of $489 and as of December 31, 2023, the fair value of our foreign currency forward contracts was a net liability of $639, respectively. As of June 30, 2024 and December 31, 2023, we recorded unrealized appreciation on foreign currency forward contracts of $568 and $103, respectively, as an asset in the Consolidated Statements of Assets and Liabilities and unrealized depreciation on foreign currency forward contracts of $79 and $742, respectively, as a liability in the Consolidated Statements of Assets and Liabilities.

For the three and six months ended June 30, 2024, we recorded a change in net unrealized (depreciation) appreciation on foreign currency forward contracts of $(601) and $1,128, respectively, and a realized gain on foreign currency forward contracts of $2,874 and $3,142, respectively, in the Consolidated Statements of Operations.

By using derivative instruments, the Company is exposed to the counterparty’s credit risk, which is 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 Statements of Assets and Liabilities. As appropriate, the Company minimizes counterparty credit risk through credit monitoring procedures and managing margin and collateral requirements.

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 related portfolio company holdings, 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 Transactional Net Asset Value.

On May 6, 2024, the Company repurchased approximately $356 of Shares. The following table summarizes the Shares repurchased during the six months ended June 30, 2024:

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Class	Repurchase Price per Share		Number of Shares Repurchased	Gross Consideration		5% Early Repurchase Fee		Net Consideration
Class R-I Shares	$	26.12	2,871	$	75	$	(6)	$	69
Class R-U Shares	25.97		10,837	281		(11)		270
Total			13,708	356		(17)		339

Liquidity and Capital Resources

As of June 30, 2024, the Company had $309,135 in cash and cash equivalents. Our current cash and cash equivalents balance is generally reflective of the cash necessary to fund normal operations.

We expect to generate cash primarily from the net proceeds from our continuous Private Offering, cash flows from our operations, the Line of Credit (as defined in Note 5, Related Party Transactions), any financing arrangements we have entered into and 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 portfolio companies, 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. The Company may issue Class E Shares to KKR in connection with the Company’s acquisition of additional assets in the future.

Cash Flows

The following table summarizes the changes to our cash flows for the six months ended June 30, 2024 (in thousands):

Cash flows (used in) provided by:	Six Months Ended June 30, 2024
Operating activities	$	(1,586,574)
Financing activities	1,877,702
Net increase in cash and cash equivalents	$	291,128

Cash used in operating activities

Net cash flow used in operating activities was $1,586,574 for the six months ended June 30, 2024 and is primarily the result of funding the acquisitions of portfolio companies.

Cash provided by financing activities

Net cash flow provided by financing activities was $1,877,702 for the six months ended June 30, 2024, which primarily reflects the proceeds from the sale of Shares pursuant to our Private Offering, partially offset by the repayment of 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 consolidated 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 consolidated 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 consolidated 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.

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Valuation of Portfolio Companies

The Company’s portfolio companies 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 holdings 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 portfolio companies that do not have readily available market prices, the Manager considers industry-accepted valuation methodologies, such as: (i) an income approach and (ii) a 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. In addition, when a definitive agreement has been executed to sell an investment, the Manager generally considers a significant determinant of fair value to be the consideration to be received pursuant to the executed definitive agreement.

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. The Manager also considers a range of additional factors that it deems relevant, including a potential sale of a portfolio company, macro and local market conditions, industry information and the portfolio company’s historical and projected financial data.

Portfolio companies will generally be valued at transaction price initially; however, to the extent the Manager does not believe a portfolio company’s transaction price reflects the current market value, the Manager will adjust such valuation. When making fair value determinations for portfolio companies, 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 portfolio companies’ financial performance since the valuation date, as well as any cash flow activity related to the portfolio companies during the month. The Manager values portfolio companies 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 fees (a) of 0.85% of NAV per annum for Class S Shares, Class U Shares, Class R-S Shares and Class R-U Shares only (consisting of a 0.60% distribution fee (the “Distribution Fee”) and a 0.25% shareholder servicing fee (the “Servicing Fee”)), accrued and payable monthly 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 Transactional Net Asset Value. None of the Class I Shares, Class R-I Shares, Class E Shares, Class F Shares, Class G Shares or Class H Shares incur the Distribution Fee or the Servicing Fee.

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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-S Shares, Class R-U Shares and Class R-D 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 June 30, 2024 and December 31, 2023, the Company has accrued $113,543 and $40,309, respectively, of Servicing Fees and Distribution Fees payable to KKR Capital Markets LLC, related to the Class R-U Shares and Class R-D Shares sold.

Recent Accounting Pronouncements

There were no accounting pronouncements issued during the six months ended June 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.

Contractual Obligations

See “Note 8. Commitments and Contingencies,” to our consolidated financial statements in this Quarterly Report on Form 10-Q for any contractual obligations and commitments with payments due subsequent to June 30, 2024.

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Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risks primarily relates to movements in the fair value of portfolio companies. The fair value of portfolio companies may fluctuate in response to changes in the values of portfolio companies, 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 portfolio companies as of June 30, 2024 are reported at fair value. Net changes in the fair value of portfolio companies impact the net increase or decrease in net assets resulting from operations in our statements of operations. Based on portfolio companies held as of June 30, 2024, we estimate that an immediate 10% decrease in the fair value of portfolio companies 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 portfolio company was valued using observable market prices or management estimates with significant unobservable pricing inputs.

Based on the fair value of the portfolio companies as of June 30, 2024, we estimate that an immediate, hypothetical 10% decline in the fair value of Level III investments would result in a decline in net increase in net assets resulting from operations of $212,434, if not offset by other factors.

Exchange Rate Risk

We hold portfolio companies denominated in currencies other than the U.S. dollar. Those portfolio companies expose us to the risk that the value of the portfolio companies will be affected by changes in exchange rates between the currency in which the portfolio companies are denominated and the currency in which the portfolio companies 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 portfolio companies are denominated (including euros), 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 portfolio companies were denominated as of June 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 $13,760, 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 portfolio companies, 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 portfolio companies that do not have readily observable market prices. If applicable interest rates rise, then the assumed cost of capital for those portfolio companies 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 portfolio companies 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 portfolio companies 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.

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 fixed income investments to decline. Conversely,

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general decreases in interest rates over time may cause the interest expense associated with our borrowings to decrease, and the value of our fixed income investments to increase. As of June 30, 2024, we had no indebtedness.

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 I, 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.

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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 Co-Chief Executive Officers 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 Co-Chief Executive Officers and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2024. Based upon that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that, as of June 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 June 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 June 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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

During the three months ended June 30, 2024, the Company repurchased Shares in the following amounts:

	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)
April 1, 2024 to April 30, 2024	—	—		—	—
May 1, 2024 to May 31, 2024(2)	13,708	$	26.01	13,708	$	—
June 1, 2024 to June 30, 2024	—	—		—	—
Total	13,708	26.01		13,708	—

(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-U Shares, Class R-I Shares or Class F Shares under our share repurchase plan will be limited to no more than 5% of our aggregate NAV 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) All Shares listed above were repurchased on May 6, 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 June 30, 2024.

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Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

Not applicable.

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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 December 6, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10 filed with the SEC on April 14, 2023)
3.2	Fifth Amended and Restated Limited Liability Company Agreement, between KKR DAV Manager LLC and the Members, dated as of June 21, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 27, 2024)
10.1	Amended and Restated Expense Limitation and Reimbursement Agreement, dated May 10, 2024, between KKR Private Equity Conglomerate LLC and KKR DAV Manager LLC (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2024)
10.2	Amended and Restated Management Agreement, dated May 30, 2024, between KKR Private Equity Conglomerate LLC and KKR DAV Manager LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 31, 2024)
31.1	Certification of Co-Chief Executive Officer, pursuant to Rule 13a-14(a) and 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 Co-Chief Executive Officer, pursuant to Rule 13a-14(a) and 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
31.3	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) and 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 Co-Chief 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 Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3	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 Quarterly 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.

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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 PRIVATE EQUITY CONGLOMERATE LLC
		/s/ Jeffrey B. Van Horn
Date:	August 13, 2024	Jeffrey B. Van Horn
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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