SecProbe.io

June 11, 2015

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 the Fiscal Year Ended December 31, 201 4
Filed February 27, 201 5
File No. 001 -34820

Dear Mr. Janetschek :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 111

Segment Balance Sheet, page 154

1. We note your segment balance sheet presented on page 155 as well as your measure of
segment assets presented within No te 13  on page 260 .  Please explain how you have
complied with the guidance set forth in ASC 280 -10-50-30(c) -(d) or revise your
disclosure in future filings, as necessary .

William J. Janetschek
KKR & Co. L.P.
June 11, 2015
Page 2

 Item 8.  Financial Statements and Supplementary data, page 193

Consolidated Statements of Changes in Equity, page 200

2. We note that during 2014 you recorded an increase to Appropriated Capital as a result of
the exchange of KKR Holdings units and other exchangeable securities to KKR & Co.
common units.  Please tell us why these ex changes would have an impact on
Appropriated Capital given your disclosure on page 119 that changes in appropriated
capital result from changes in the fair value of the underlying assets and liabilities of your
consolidated CLO vehicles.

Notes to Consol idated Financial Statements, page 203

Note 2 – Summary of Significant Accounting Policies, page 204

Oil and Natural Gas Properties, page 207

3. We note your accounting policy related to working and royalty interests in oil and natural
gas producing propert ies and that you have $461 million of oil and gas assets (classified
within Other Assets), consisting of proved and unproved oil and natural gas properties
under the successful efforts method of accounting, net of impairment write -downs,
accumulated deprec iation, depletion and amortization.  However, we also note that you
hold $1.1 billion of energy real asset investments accounted for at fair value.  Please
address the following:

 Please clarify for us the types of ownership interests you hold in oil and gas
producing properties.  For example, clarify whether you hold only working
interests and royalty interests, or whether you also hold interests through another
type of ownership arrangement.  In this regard, we refer to your disclosure on
page 17 that you  “have completed investments in oil and gas drilling development
transactions with operating companies and have also acquired mineral and royalty
interests.”  To the extent that you classify investments in operating companies in
the oil and gas industry as  private equity investments while acquired mineral and
royalty interests are classified as real assets, please clarify this distinction.

 Please clarify why certain of your oil and gas producing properties are accounted
for under the successful efforts met hod of accounting while others are accounted
for at fair value.  For example, confirm whether the accounting treatment differs
depending on whether your working interest in these properties is held directly or
through an investment fund.  In this regard, w e refer to your disclosure on page
181 that where you hold working interests in oil and gas producing properties
directly (and not through an investment fund), such working interests are treated
as investments and fair valued for segment purposes but are p roportionately
consolidated (following the successful efforts method of accounting) for GAAP

William J. Janetschek
KKR & Co. L.P.
June 11, 2015
Page 3

 purposes.  Your disclosure is silent, however, with respect to how those working
interests held through an investment fund are treated.

Fair Value Measurements,  page 211

Level III Valuation Methodologies , page 214

Real Asset Investments, page 215

4. We note that you use a discounted cash flow model to determine the fair value of your
energy real asset investments and that the key inputs used in this  methodology include
commodity price forecasts and the weighted average cost of capital (WACC).   Please
provide us with a more robust description of your valuation model for these investments
that addresses the following:

 Clarify whether you are valuing working inter ests, royalty interests or a
combination of both.

 For royalty interests, indicate the key inputs used in the valuation.

 Explain how you consider reserve quantities, future production rates, estimated
costs of production and capital expenditures in your m odel and how this
information is obtained.

 Explain whether you make any adjustments to your cash flow projections based
on whether the reserves are proved or unproved.

 Clarify what you mean when you say that your valuations include both
commodity price s as quoted on indices and long -term commodity price forecasts,
which may be substantially different from commodity prices on certain indices for
equivalent future dates.  In this regard, please explain:

o how such commodity price forecasts are determined,
o the length of time covered by such forecasts,
o the term of the forecasts used as inputs to your valuation model,
o whether the use of such commodity forecasts are commonly used in
valuing oil and gas producing properties, and
o whether you believe such forec asts would be used by market participants
in determining the fair value of these energy interests as opposed to quoted
commodity prices.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are

William J. Janetschek
KKR & Co. L.P.
June 11, 2015
Page 4

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Angela Connell  at (202) 551 -3426  or me at (202) 551-3872  with any
questions.

Sincerely,

 /s/ Hugh West

Hugh West
Accounting Branch Chief