SecProbe.io

December 31, 2012

Via Email
William J. Janetschek
Chief Financial Officer
KKR & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019

 Re: KKR & Co. L.P.
  Form 10 -K for Fiscal Year Ended December 31, 2011
  Filed F ebruary 27, 2012
  Form 10 -Q for Fiscal Quarter Ended September 30, 2012
  Filed November 2, 2012
  File No. 001 -34820

Dear Mr. Janetschek :

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide  us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   Where we have
requested chang es in future filings, please include a draft of your proposed disclosures that
clearly identifies new or revised disclosures.  If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.

After reviewing  the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

General

1. Throughout your filing you use the defined term “T ransactions.”  Please explain the
meaning of the term the first time you use it.

2. You use the term “investors” to refer to investors in KKR & Co. L.P. and to refer to
investors in your funds.  For example, refer to the risk factors  “The ‘clawback’ o r ‘net
loss sharing’ provisions in our governing agreements may give rise to a contingent

William J. Janetschek
KKR & Co. L.P.
December 31, 2012
Page 2
 obligation that may require us to return or contribute amounts to our funds and investors
on page 28 and “A decline in the pace or size of the investment by our funds  or an
increase in the amount of transaction fees we share with our investors would result in our
receiving less revenue from transaction fees.”  In future filings, please clarify when you
are referring to investors in your funds.

Performance, pa ge 4

3. Please tell us why you believe disclosures of past performance dating back to 1976 are
material and relevant.

Item 1A.  Risk  Factors, page 25

4. We note your disclosure that “the risks described below are not the only risks [you] face.”
Please revise to clarify that this section discusses all material risks.

Risks Related to Our Business, page 26

We depend on our founders and other key personnel, the lo ss of whose servic es …, page 36

5. If accurate, please specifically state that your founders and other key personnel are not
subject to non -compete  agreements.  The discussion should clarify that the founders
would not be prohibited from soliciting current fund investors.

The time and attention that our principles and other employees devote …, page 38

6. To the extent that your principals devote a significant amount of time to managing funds
that were not contributed to the KKR Group Partnerships, please estimate the percentag e
of their time they devote to managing these other  funds.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
82

7. We note that the KKR Funds have made significant investments in European companies,
primarily through the European Fund, European II Fund, European III Fund and the
Annex Fund.  To the extent that the KKR Funds hold material investments in companies
domiciled in European countries that are currently experiencing significant economic,
fiscal and/or political st rains, please tell us what consideration you gave to the disclosure
guidance set forth in the Division of Corporation Finance ’s Disclosure Topic 4: European
Sovereign Debt Exposures .  In this regard, we note that the disclosure guidance applies to
both sov ereign and non -sovereign direct and indirect exposures.

Basis of Financial Presentation – Segment Operating and Performance Measures, page 88

8. We note that your reportable segments are presented prior to giving effect to the
allocation of income (loss) be tween KKR and KKR Holdings and as such represent the
business in total.  Given the manner in which certain segment measures are calculated

William J. Janetschek
KKR & Co. L.P.
December 31, 2012
Page 3
 (namely, fee related earnings, economic net income and segment book value) it appears
that your segments are also pre sented without giving effect to the consolidation of the
KKR Funds.  In future filings, please revise your disclosure here as well as within your
segment footnote to clearly state this fact.

Consolidated and Combined Results of Operations, page 91

Year e nded December 31, 2011 compared to year ended December 31, 2010

Net Gains (Losses) from Investment Activities, page 92

9. We note based on your tabular disclosure on page 93 that the decrease in net unrealized
gains (losses) from changes in fair value was t he most significant driver of the decrease
in net gains (losses) from investment activities during 2011 compared to 2010.  In future
filings when significant changes in the fair values of your investments occur and have a
material impact on your investment  gains (losses), please revise your disclosure to
discuss the key market factors that positively or negatively impacted the fair values of
your investments and explain whether fair values generally increased (decreased) across
your portfolio or whether it varied by fund and/or industry and if so, why.

Contractual Obligations, Commitments and Contingen cies on an Unconsolidated Basis and
Consolidated Basis, page 120 and 121

10. Please include disclosure of your tax receivable agreement obligations as part of y our
contractual obligations table.  To the extent that you are unable to estimate the payments
and/or timing of the payments, please disclose these obligations as a footnote to the
contractual obligations table.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk, page 129

11. Please add dis closure that addresses the material components of your risk management
philosophy and structure , including the following information:

 Please explain what individuals, groups, or committees are  responsible for risk
oversight and indicate whether KKR & Co . L.P. or the Managing Partner has an
overall risk tolerance policy .

 Please explain how you measure and manage risks related to your investment
funds and vehicles.

 Please indicate how risk -related information is communicated  among the various
individ uals and entities responsible for risk management, and under what
circumstances such information is communicated to senior level executives, or to
the Board of Directors.

William J. Janetschek
KKR & Co. L.P.
December 31, 2012
Page 4
  Please describe your policies in the event of risk limit breaches , including to
whom  such breaches are report ed.

Notes to Consolidated and Combined Financia l Statements

Note 2 – Summary of Significant Accounting Policies, page 145

Basis of Accounting – General, page 145

12. We note your disclosure on page 85 that your Private Markets segment includes ten
consolidated investment funds and thirteen unconsolidated co -investment vehicles while
your Public Markets segment includes eight consolidated investment vehicles and nine
unconsolidated vehicles.  Please revise your accounting policy disclosure in future filings
to clearly describe the basis on which you account for your investments in these
unconsolidated investment vehicles.  Please also clarify how many of your
unconsolida ted vehicles are voting interest entities as opposed to VIEs and confirm that
your investments in all unconsolidated VIEs are included in your tabular disclosure of
your maximum exposure to loss on page 146.

Carried Interest, page 157

13. We note your disclo sure that amounts earned pursuant to carried interest are included as
investment income (loss) in Net Gains (Losses) from Investment Activities in yo ur
consolidated and combined statements of operations.  However, we also note your
disclosure on page 127 w ithin your Critical Accounting Policies discussion that due to
the consolidation of the majority of your funds, amounts earned from carried interest are
not shown in your consolidated financial statements.  In future filings, please clarify this
apparent i nconsistency.  Given that KKR Funds are consolidated, we assume that any
carried interest earned and classified as investment income would be included in your
allocated share of net income from consolidated KKR Funds.

Note 10 – Equity Based Payments, pag e 177

14. We note that in certain cases, equity awards issued under your various programs contain
transfer restrictions, which may restrict the sale, exchange or transfer of such units for a
specified time period following the initial vesting date.  Please tell us how these transfer
restrictions were considered in estimating the fair value of such instruments at the grant
date.  Refer to ASC 718 -10-30-10.

KKR Holdings Equity Awards – Principal Awards, page 178

15. We note your disclosure that equity -based paym ent expense on unvested units is based on
the fair value of a KKR & Co. L.P. common unit at the time of grant, discounted for the
lack of participation rights in the expected distributions on unvested units, which ranges
from 5% to 38% (7% to 52% for nine months ended September 30, 2012). It also appears
that this discount is applied to both KKR Holdings principal  awards and KKR Equity
Incentive Plan units. Please address the following:

William J. Janetschek
KKR & Co. L.P.
December 31, 2012
Page 5

 Clarify for us what you mean when you say that unvested units do not h ave
distribution participation rights and tell us whether this was a change from prior
years;
 Provide a detailed explanation as to how the range of discounts was derived and
why the discounts appear to be increasing each period, and revise your disclosure
in future filings to include this information;
 Explain how you determined that such a discount was appropriate in determining
the grant date fair value of such units and cite the authoritative guidance you
relied upon in making this determination; and
 Clarify whether a similar discount is also applied when determining the fair value
of KKR Holdings restricted equity units, and if not, why.

Discretionary Compensation and Discretionary Allocations, page 183

16. We note your disclosure that certain principals are entitled to receive distributions in
excess of their vested equity interests and that such amounts are reflected as employee
compensation and benefits expense. In the interest of transparency, please revi se your
future filings to clarify , consistent with your disclosure on page 86 , that such distributions
reflect cash bonuses that are paid to certain of your most senior employees by KKR
Holdings with distributions that it receives on its KKR Group Partners hip u nits. Please
also explain  what you mean when you say that these compensation charges have been
recorded based on the unvested portion of quarterly earnings distributions received by
KKR Holdings.

Note 13 – Commitments and Contingencies, page 195

Contingent Repayment Guarantees, page 196

17. Please revise your disclosure in future filings to clarify where your clawback obligation is
reflected in your statement of financial condition and the related impact of such
obligation on your statement of operation s.  Please also clarify how and where amounts
due from noncontrolling interest holders related to the clawback provision are recorded.

Item 11.  Executive Compensation, page 212

KKR Holdings, page 212

18. Please clarify whether the “certain initial vesting requirements” applicable to KKR
Holdings units are limited to the three -year service -based vesting require ment discussed
on page 214.   In this regard, we refer to your disclosure on page 219 that “…certain of
these units…are subject to performance -based vesting conditions, which include
profitability and other criteria.”  If not, please disclose the additional  vesting criteria.

19. We refer to your disclosure that  “…distributions with respect to unvested KKR Holdings
units will generally be paid to [y]our named executive officers…as annual bonus

William J. Janetschek
KKR & Co. L.P.
December 31, 2012
Page 6
 compensation from time to time.”  Please tell us how these distributi on amounts, if any,
have been reflected in the summary compensation table.

Year -End Bonus Compensation, page 213

20. While we note that you disclose  the subjective nature of the bonus payments awarded to
Messrs. Fisher, Janetschek and Sorkin,  we also note you emphasize elements of
individual and corporate performance as factors considered when determining the size of
the bonus payments.  Please expand your disclosure to specify the contributions and
accomplishments achieved by Messrs. Fisher, Janetschek and Sorkin and to explain how
your financial performance during the reportable year impacted year -end bonus
compensation.  In your response, please provide this disclosure as it would have ap peared
in your 2011 Form 10 -K or provide proposed disc losure for your 2012 10 -K.

Carried Interest, page 214

21. Please explain how carry pool allocations to your named executive officers are
determined (e.g., by disclosing what factors your co -chief executive o fficers consider )
and disclose the reasons underlying material differences in the amounts allocated among
your named executive officers .  It may be helpful to explain the meaning and application
of the phrases “first on a dollar basis and then allocated on  an investment by investment
basis” and “varies by size of investment and in the aggregate.”  Please also clarify
whether the vesting conditions applicable to the carry pool are service -based only , or
impose  additional requirements.

2011 Summary Compensation Table, page 217

22. Please add footnote disclosure to clarify  that the amounts reported in the “Stock Awards ”
column for 2011 represent 2010 bonus compensation.  Please also provide similar
footnote disclo sure to your Grants of Plan -Based Awards table on page 218.

23. We note that you have disclosed in the “All Other Compensation” column the cash
distributions made to your named executive officers during 2011  pursuant to your carried
interest compensation prog ram.  Please add disclosure explaining  why you believe that
this is the most relevant presentation, as compared to disclosing  the amount of the
accrued compensation expense .  Please ensure that your disclosure clarifies for investors
the advantages and sho rtcomings of each method of disclosure.  For example, we
understand that the accrual methodology is consistent with the financial statement
disclosure of compensation expense and may better reflect the performance of the funds
from which dedicated carried interest compensation is derived, which may be relevant if
carried interest compensation, or the operation of a clawback provision to reduce carried
interest compensation, is based on fund performance.

24. Please clarify whether the cash amounts shown in the “All Other Compensation” column
also include amounts escrowed to help fund potential future “clawback” obligations .  If
they do not, please explain the basis for excluding these amounts.  If so, please  tell us

William J. Janetschek
KKR & Co. L.P.
December 31, 2012
Page 7
 whether you have considered separately disclosing the amount of the cash distribution
that is escrowed in a footnote.

Terms of KKR Holdings Units, page 219

25. We refer to your disclosure in the fourth paragraph under this section.  Please revise to
clarify whether this discussion relates to the restricted equity awards issued pursuant to
your Equity Incentive Plan.

26. Please disclose the performance -based vesting conditions that you describe in this
section.  Please also disclose the individuals who ultimately are responsible for
determining whether the perfo