Investments of the KKR Funds 39
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…creating value KOHLBERG KRAVIS ROBERTS & CO. 2006 Annual Review Exceptional Long-Term Performance Experienced Investment Team Deep Industry Knowledge Expertise in Acquiring Large, Complex Businesses …creating value Improving Portfolio Company Operations Best-in-Class Investment Processes Creativity and Innovation One-Firm Culture 2006 Annual Review Private equity has become more global, gaining acceptance in European and Asian economies in ways that were unimaginable when KKR was founded in 1976. KKR 2006 Annual Review Letter to Investors 3 The Year in Review 7 KKR in Europe 20 Building the Asian Franchise 27 Investment Professionals 30 Additional Resources for Value Creation 34 KKR and Its Principles 37 Investments of the KKR Funds 39 Co-founding Members Henry R. Kravis and George R. Roberts have led KKR through three decades of economic cycles and changes in the private equity market. KKR 2006 Annual Review �o �ur Investors We are pleased to report that 2006 was an outstanding year for KKR and its investors. The Firm invested $6.7 billion of equity in 12 companies with an aggregate enterprise value of $104 billion, and we returned $4.4 billion to our limited partners. Since 2003 KKR has distributed more than $16.2 billion to its limited partners. Private equity has traditionally been cyclical, with either good buying years or good selling years. In 2006 the diversity of our investments, by industry and geography, enabled us to simultaneously buy world-class companies and realize exceptional value for our investors. We remain positive about the environment for private equity investing. Relatively low interest rates and liquid debt markets have allowed us to lock in very cost- effective and flexible financing. The growth of collateralized loan obligations, hedge funds, and credit funds has provided additional capital and stability to the credit markets. Moreover, we have been encouraged by the prevalence of the idea of going private, which has created significant incremental transaction opportunities for KKR all over the world. The market for large, complex buyouts has been changing recently, with a dramatic increase in the size and number of such transactions. From 2001 through 2006, the volume of private equity transactions greater than $1 billion increased from $33 billion to $695 billion, a compound annual growth rate (CAGR) of 84%. During the same period, the number of private equity transactions greater than $1 billion rose from 16 to 168, a CAGR of 60%. Virtually all of the largest buyouts in history have been completed or announced over the last two years, including our investments in HCA Inc. ($33.0 billion), Capmark ($16.7 billion), TDC A/S (€12.4 billion), The Nielsen Company – formerly VNU Group B.V. – ($12.0 billion), SunGard ($12.0 billion), and Biomet, Inc. ($11.0 billion). We are enthusiastic about the potential of these companies, in part because large businesses present many opportunities for operational improvements, attract world-class management talent, and command attention from the capital markets and strategic buyers upon exit. To take advantage of the opportunities we see at the large end of the buyout market, we have raised and continue to raise a significant amount of capital. Our 2006 Fund closed commitments of $16.1 billion as of December 31, 2006, and we anticipate a final close of $16.625 billion in 2007. Nearly 50% of the investors in the 2006 Fund are new KKR investors, a gratifying expression of confidence in our ability to maintain o �ur Investors our historic levels of performance. In 2006 we also established KKR Private Equity Investors, L.P. (Euronext Amsterdam: KPE), raising $5 billion to complement the capital in our funds. KPE, which enables certain non-U.S. public market investors and certain other qualified investors to invest in KKR-sponsored investments, allows the Firm to deploy larger sums of capital in private equity transactions while maintaining prudent levels of diversification within specific funds. One frequently hears such comments as “too much private equity money is chasing too few good deals.” The validity of this generalization, we believe, depends on the segment of the buyout market under discussion. In the middle market, where there are hundreds of competitors, the statement above may be true. In the large buyout space, however, there are relatively few firms with the capital, experience, infrastructure, and global networks to compete effectively for the large, complex companies that KKR seeks to acquire. Moreover, the opportunity to invest significant amounts of equity has increased dramatically in recent years. In 1987 the average market capitalization for an S&P 500 company was $3.7 billion. As of December 31, 2006, it was $23.5 billion – a more than six-fold increase. During the same period, equity as a percentage of total buyout financing has risen from 7.0% to 33.3%. In other words, buying an average S&P 500 company in 1987 required $259.0 million of equity. Today, it would take $7.8 billion. Private equity not only has been increasing in scale, but also has become more global, gaining acceptance in European and Asian economies in ways that were unimaginable when KKR was founded in 1976. The tremendous growth in international trade, the large increase in financial flows, and technology breakthroughs that “shrink” the world are among the forces of globalization that have led to higher living standards in developed and developing countries. These same forces have created opportunities for KKR to invest outside of the United States. In economies around the world, there is increasing awareness of the importance of shareholder value and growing recognition among policymakers, academics, and others of the economic and social benefits of private equity. Throughout its 30-year history, KKR has successfully adapted to economic cycles and changes in the private equity environment. We are proud of our record of innovation and “industry firsts,” and we have expanded our franchise globally to pursue new opportunities. In the late 1990s, when private equity deal flow reached a critical mass in the U.K. and other European countries, KKR opened an office in London. In 2005 our analysis of private equity opportunities in Asia convinced us to establish a presence in the region, opening offices in Hong Kong and Tokyo. KKR 2006 Annual Review We believe that KKR’s culture and the way our investment professionals around the world work together are key competitive advantages. We have six offices on three continents, but we manage our business as one firm – one Investment Committee, one Portfolio Management Committee, one Operating Committee, and one compensation plan that rewards professionals based on the overall success of the Firm. Our one-firm culture encourages teamwork and enables KKR professionals in any part of the world to draw on the experience and talents of all our investment executives and on our global networks and resources. An example of the value of KKR’s one-firm culture is coordinating due diligence across different geographies and industries. Our 2006 acquisition of NXP, the former semiconductor business of Royal Philips Electronics, headquartered in the Netherlands, benefited from the experience of our European team in large corporate carve-outs and the expertise of our Menlo Park-based Technology team in the semiconductor industry. In the acquisition of BIS Cleanaway in Australia, the waste management expertise of our team in Europe was a significant contribution to our executives in the Asia Pacific region. KKR’s expertise in nine industries globally is complemented by our operational approach to creating value in our portfolio companies. The day is long past when leverage alone can drive adequate returns for investors. Improving the businesses we own is essential to creating value. KKR’s resources for strengthening companies include: our investment professionals, an increasing number of whom have served as senior executives in industry; Capstone Consulting, a team of seasoned operating professionals who work exclusively for KKR portfolio companies; and the Firm’s senior advisors, who have held executive roles in major corporations and public agencies in the United States, Europe, and Asia. In 2006 we continued to invest in the infrastructure and talent to maintain our Firm’s leading position in the global market for large buyouts. We now have 90 investment professionals and over 300 total employees in the United States, Europe, and Asia. Over the past year, we have assembled a strong team of 18 private equity professionals in Asia. We are pleased to report that two KKR managing directors in Asia, David Liu and Ming Lu, were named members of the Firm at the end of 2006. David is the head of our Greater China operation, and Ming is a senior operating executive in Asia. In early 2007, we announced the appointment of Naohiko Kitsuta as a managing director based in Japan. He joins KKR from MKS Partners Limited, where he was a partner who led buyouts in the consumer services and retail sectors. Working with Joe Bae, the head of KKR Asia; Deryck Maughan, the chairman �o �ur Investors KKR’s track record from its founding in 1976 of KKR Asia; and Taketo Yamakawa, the head of KKR Japan; David, Ming, and to December 31, 2006 Billions of Dollars Naohiko play leading roles in the development of our Asian franchise. To assist our Asia team in sourcing deals, expanding networks, and building 75.0 $74.1 relationships, KKR appointed four new senior advisors for Asia in 2006: 70.0 65.0 Sir John Bond, chairman of Vodafone Group plc and former group chairman 60.0 of HSBC Holdings plc. 55.0 Hisashi Hosokawa, former vice minister for International Economic Affairs 50.0 of Japan’s Ministry of International Trade & Industry and non-executive 45.0 advisor to the Long Term Credit Bank of Japan (now Shinsei Bank, Limited).