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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the transition period
from                                to


Commission file number: 001-33437



KKR FINANCIAL HOLDINGS LLC(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

11-3801844(I.R.S. Employer
Identification No.)555 California Street, 50th Floor
San Francisco, CA(Address of principal executive offices)

94104(Zip Code)


Registrant's
telephone number, including area code:(415) 315-3620

Securities
registered pursuant to Section 12(b) of the Act:Shares representing limited liability company membership interests listed on the New York Stock
Exchange

Securities
registered pursuant to section 12(g) of the Act:None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. o Yes    ý No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. o Yes    ý No

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. ý Yes    o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted 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 and post such
files). o Yes    o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a smaller
reporting company)

Smaller reporting company o


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

The aggregate market value of the voting common shares held by non-affiliates of the registrant as of June 30, 2009 was $134,140,617, based on
the closing price of the common shares on such date as reported on the New York Stock Exchange.

The
number of shares of the registrant's common shares outstanding as of February 18, 2010 was 158,359,757.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the 2010 Annual Shareholders' Meeting to be filed within
120 days after the close of the registrant's fiscal year are incorporated by reference into Part III of this Annual Report on Form 10-K.



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Except where otherwise expressly stated or the context suggests otherwise, the terms "we," "us" and "our" refer to KKR Financial
Holdings LLC and its subsidiaries; the "Manager" refers to KKR Financial Advisors LLC; and "KKR" refers to Kohlberg Kravis Roberts & Co. L.P. and its affiliated
companies.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF  THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain information contained in this Annual Report on Form 10-K constitutes "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are
based on our current expectations, estimates and projections. Pursuant to those sections, we may obtain a "safe harbor" for forward-looking statements by identifying and accompanying those statements
with cautionary statements, which identify factors that could cause actual results to differ from those expressed in the forward-looking statements. Statements that are not historical facts, including
statements about our beliefs and expectations, are forward-looking statements. The words "believe," "anticipate," "intend," "aim," "expect," "strive," "plan," "estimate," and "project," and similar
words identify forward-looking statements. Such statements are not guarantees of future performance, events or results and involve
potential risks and uncertainties. Accordingly, actual results and the timing of certain events could differ materially from those addressed in forward-looking statements due to a number of factors
including, but not limited to, changes in interest rates and market values, financing and capital availability, changes in prepayment rates, general economic and political conditions and events,
changes in market conditions, particularly in the global fixed income, credit and equity markets, the impact of current, pending and future legislation, regulation and legal actions, and other factors
not presently identified. Other factors that may impact our actual results are discussed under "Risk Factors" in Item 1A of this Annual Report on Form 10-K. We do not
undertake, and specifically disclaim, any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements, except for as required by federal securities laws.

WEBSITE ACCESS TO COMPANY'S REPORTS

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website, www.kkr.com/kam/kfn_sec_filings.cfm, as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and
Exchange Commission, or SEC. Our Corporate Governance Guidelines, board of directors' committee charters (including the charters of the Affiliated Transactions Committee, Audit Committee, Compensation
Committee, and Nominating and Corporate Governance Committee) and Code of Business Conduct and Ethics are available on our website. Information on our website does not constitute a part of, and is not
incorporated by reference into, this Annual Report on Form 10-K.

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KKR FINANCIAL HOLDINGS LLC    2009 FORM 10-K ANNUAL REPORT    TABLE OF CONTENTS



PagePart IItem 1.

Business

4Item 1A.

Risk Factors

15Item 1B.

Unresolved Staff Comments

46Item 2.

Properties

47Item 3.

Legal Proceedings

47Item 4.

Submission of Matters to a Vote of Security Holders

47Part IIItem 5.

Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

48Item 6.

Selected Consolidated Financial Data

51Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

53Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

90Item 8.

Financial Statements and Supplementary Data

90Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

90Item 9A.

Controls and Procedures

90Item 9B.

Other Information

91Part IIIItem 10.

Directors, Executive Officers and Corporate Governance

92Item 11.

Executive Compensation

92Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

92Item 13.

Certain Relationships and Related Transactions, and Director Independence

92Item 14.

Principal Accountants Fees and Services

92Part IVItem 15.

Exhibits and Financial Statement Schedules

93


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PART I

Item 1.    BUSINESS

Our Company

We are a specialty finance company with expertise in a range of asset classes. We invest in financial assets consisting primarily of
below investment grade corporate debt, including senior secured and unsecured loans, mezzanine loans, high yield corporate bonds, distressed and stressed debt securities, marketable and
non-marketable equity securities and credit default and total rate of return swaps. The majority of our investments are in senior secured loans of large capitalization companies. The
corporate loans we invest in are generally referred to as syndicated bank loans, or leveraged loans, and are purchased via assignment or participation in either the primary or secondary market. The
majority of our corporate debt investments are held in collateralized loan obligation ("CLO") transactions that are structured as on-balance sheet securitizations and are used as long term
financing for these investments. The senior secured notes issued by the CLO transactions are generally owned by unaffiliated third party investors and we own the majority of the mezzanine and
subordinated notes in the CLO transactions. We execute our core business strategy through majority-owned subsidiaries, including CLOs.

Our
income is generated primarily from (i) net interest income and dividend income, (ii) realized and unrealized gains and losses on our derivatives that are not accounted
for as hedges, (iii) realized gains and losses from the sales of investments, and (iv) realized and unrealized gains and losses on securities sold, not yet purchased.

We
are a Delaware limited liability company and were organized on January 17, 2007. We are the successor to KKR Financial Corp., a Maryland corporation. KKR Financial Corp. was
originally incorporated in the State of Maryland on July 7, 2004 and elected to be treated as a real estate investment trust ("REIT") for United States federal income tax purposes. KKR
Financial Corp. completed its initial private placement of shares of its common stock in August 2004, and completed its initial public offering of shares of its common stock in June 2005. On
May 4, 2007, we completed a restructuring transaction (the "Restructuring Transaction"), pursuant to which KKR Financial Corp. became our subsidiary and each outstanding share of KKR Financial
Corp.'s common stock was converted into one of our common shares, which are publicly traded on the New York Stock Exchange ("NYSE") under the symbol "KFN". We intend to continue to operate so as to
qualify as a partnership, and not as an association or publicly traded partnership that is taxable as a corporation, for United States federal income tax purposes.

Discontinued Operations

In August 2007, our board of directors approved our plan to exit our residential mortgage investment operations and to sell KKR
Financial Corp. By June 30, 2008, we substantially completed our plan to exit our residential mortgage investment operations through the sale of certain of our residential mortgage-backed
securities in the third quarter of 2007 and the
agreement with the holders of the secured liquidity notes issued by our two asset backed commercial paper conduits (the "Facilities") in order to terminate the Facilities. In addition, on
June 30, 2008, we completed the sale of a controlling interest in KKR Financial Corp. to Rock Capital 2 LLC, which did not result in a gain or loss.

Our Manager

We are externally managed and advised by KKR Financial Advisors LLC (our "Manager"), a wholly-owned subsidiary of Kohlberg
Kravis Roberts & Co. (Fixed Income) LLC (previously known as KKR Financial LLC), pursuant to a management agreement (the "Management Agreement").

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Kohlberg
Kravis Roberts & Co. (Fixed Income) LLC is a wholly-owned subsidiary of Kohlberg Kravis Roberts & Co. L.P. ("KKR").

All
of our executive officers are employees or members of KKR or one or more of its affiliates. The executive offices of our Manager are located at 555 California Street,
50th Floor, San Francisco, California 94104 and the telephone number of our Manager's executive offices is (415) 315-3620.

Pursuant
to the terms of the Management Agreement, our Manager provides us with our management team, along with appropriate support personnel. Our Manager is responsible for our
operations and performs all services and activities relating to the management of our assets, liabilities and operations. Our Manager is at all times subject to the direction of our board of directors
and has only such functions and authority as we delegate to it.

Our Strategy

Our objective is to provide competitive returns to our investors. We seek to achieve our objective by investing in multiple asset
classes. As part of our strategy, we seek opportunities in those asset classes that can generate competitive leveraged risk-adjusted returns, subject to maintaining our exemption from
registration under the Investment Company Act of 1940, as amended (the "Investment Company Act").

Our
Manager utilizes its access to the resources and professionals of KKR, along with the same philosophy of value creation that KKR employs in managing private equity funds, in order to
create a portfolio that is constructed to provide competitive returns to investors. We make asset class allocation decisions based on various factors including: relative value, leveraged
risk-adjusted returns, current and projected credit fundamentals, current and projected supply and demand, credit and market risk concentration considerations, current and projected
macroeconomic considerations, liquidity, all-in cost of financing and financing availability, and maintaining our exemption from the Investment Company Act.

Partnership Tax Matters



We intend to continue to operate so as to qualify, for United States federal income tax purposes, as a partnership and not as an
association or a publicly traded partnership taxable as a corporation. Holders of our common shares are subject to United States federal income taxation and generally other taxes, such as state, local
and foreign income taxes, on their allocable share of our taxable income, regardless of whether or when they receive cash distributions. In addition, certain of our investments, including investments
in foreign corporate subsidiaries, CLO issuers, including those treated as partnerships or disregarded entities for United States federal income tax purposes, and debt securities, may produce taxable
income without corresponding distributions of cash to us or produce taxable income prior to or following the receipt of cash relating to such income. Consequently, in some taxable years, holders of
our common shares may recognize taxable income in excess of our cash distributions. Furthermore, even if we did not pay cash distributions with respect to a taxable year, holders of our common shares
may still have a tax liability attributable to their allocation of our taxable income during such year.



We intend to continue to operate so as to qualify as a partnership, and not as an association or a publicly traded partnership taxable
as a corporation, for United States federal income tax purposes. In general, if a partnership is "publicly traded" (as defined in the Internal Revenue Code of 1986, as amended (the "Code")), it will
be treated as a corporation for United States federal income tax

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purposes.
A publicly traded partnership will, however, be taxed as a partnership, and not as a corporation, if it is not required to register under the Investment Company Act and at least 90% of its
gross income for each taxable year constitutes "qualifying income" within the meaning of Section 7704(d) of the Code. We refer to this exception as the "qualifying income exception." Qualifying
income generally includes rents, dividends, interest (to the extent such interest is neither derived from the "conduct of a financial or insurance business" nor based, directly or indirectly, upon
"income or profits" of any person), and capital gains from the sale or other disposition of stocks, bonds and real property. Qualifying income also includes other income derived from the business of
investing in, among other things, stocks and securities.

If
we fail to satisfy the "qualifying income exception" described above, items of income, gain, loss, deduction and credit would not pass through to holders of our common shares and such
holders would be treated for United States federal (and certain state and local) income tax purposes as shareholders in a corporation. In such case, we would be required to pay income tax at regular
corporate rates on all of our income. In addition, we would likely be liable for state and local income and/or franchise taxes on all of our income. Distributions to holders of our common shares would
constitute ordinary dividend income taxable to such holders to the extent of our earnings and profits, and these distributions would not be deductible by us. If we were taxable as a corporation, it
could result in a material reduction in cash flow and after-tax return for holders of our common shares and thus could result in a substantial reduction in the value of our common shares
and any other securities we may issue.

Our Investment Company Act Status

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is, holds itself out as being,
or proposes to be, primarily engaged in the business of investing, reinvesting or trading in securities and Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any
issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire "investment securities" (within the
meaning of the Investment Company Act) having a value exceeding 40% of the value of the issuer's total assets (exclusive of U.S. government securities and cash
items) on an unconsolidated basis (the "40% test"). Excluded from the term "investment securities" are, among others, securities issued by majority-owned subsidiaries unless the subsidiary is an
investment company or relies on the exceptions from the definition of an investment company provided by Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act (a "fund"). The
Investment Company Act defines a "majority-owned subsidiary" of a person as any company 50% or more of the outstanding voting securities (i.e., those securities presently entitling the holder
thereof to vote for the election of directors of the company) of which are owned by that person, or by another company that is, itself, a majority owned subsidiary of that person.

We
are organized as a holding company. We conduct our operations primarily through our majority owned subsidiaries. Each of our subsidiaries is excepted from the definition of an
investment company under the Investment Company Act. We believe that we are not, and that we do not propose to be, primarily engaged in the business of investing, reinvesting or trading in securities
and we do not believe that we have held ourselves out as such. We intend to continue to conduct our operations so that we are not required to register as an investment company under the Investment
Company Act.

We
monitor our holdings regularly to confirm our continued compliance with the 40% test. In calculating our position under the 40% test, we are responsible for determining whether any of
our subsidiaries is majority-owned. We treat subsidiaries in which we own at least 50% of the outstanding voting securities, including those that issue CLOs, as majority-owned for purposes of the 40%
test. Some of our subsidiaries may rely solely on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. In order for us to satisfy the 40% test, our ownership interests in
those subsidiaries or any of our subsidiaries that are not majority-owned, together with any other "investment securities"

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that
we may own, may not have a combined value in excess of 40% of the value of our total assets on an unconsolidated basis and exclusive of U.S. government securities and cash items. However, most of
our subsidiaries rely on exceptions provided by provisions of, and rules and regulations promulgated under, the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) of
the Investment Company Act) and, therefore, are not defined or regulated as investment companies. In order to conform to these exceptions, these subsidiaries are limited with respect to the assets in
which each of them can invest and/or the types of securities each of them may issue. We must, therefore, monitor each subsidiary's compliance with its applicable exception and our freedom of action,
and that of our subsidiaries, may be limited as a result. For example, our subsidiaries that issue CLOs generally rely on Rule 3a-7 under Investment Company Act, while KKR Financial
Holdings II, LLC, or "KFH II," our subsidiary that is taxed as a REIT for U.S. federal income tax purposes, generally relies on Section 3(c)(5)(C) of the Investment Company Act. Each of
these exceptions requires, among other things that the subsidiary (i) not issue redeemable securities and (ii) engage in the business of holding certain types of assets, consistent with
the terms of the exception. We do not treat our interests in majority-owned subsidiaries that rely on Section 3(c)(5)(C) of, or Rule 3a-7 under, the Investment Company Act as
investment securities when calculating our 40% test.

We
sometimes refer to our subsidiaries that rely on Rule 3a-7 under the Investment Company Act as "CLO subsidiaries." Rule 3a-7 under the Investment
Company Act is available to certain structured financing vehicles that are engaged in the business of holding financial
assets that, by their terms, convert into cash within a finite time period and that issue fixed income securities entitling holders to receive payments that depend primarily on the cash flows from
these assets, provided that, among other things, the structured finance vehicle does not engage in certain portfolio management practices resembling those employed by mutual funds. Accordingly, each
of these CLO subsidiaries is subject to an indenture (or similar transaction documents) that contains specific guidelines and restrictions limiting the discretion of the CLO subsidiary and its
collateral manager. In particular, these guidelines and restrictions prohibit the CLO subsidiary from acquiring and disposing of assets primarily for the purpose of recognizing gains or decreasing
losses resulting from market value changes. Thus, a CLO subsidiary cannot acquire or dispose of assets primarily to enhance returns to the owner of the equity in the CLO subsidiary; however, subject
to this limitation, sales and purchases of assets may be made so long as doing so does not violate guidelines contained in the CLO subsidiary's relevant transaction documents. A CLO subsidiary
generally can, for example, sell an asset if the collateral manager believes that its credit quality has declined since its acquisition or that the credit profile of the obligor will deteriorate and
the proceeds of permitted dispositions may be reinvested in additional collateral, subject to fulfilling the requirements set forth in Rule 3a-7 under the Investment Company Act and
the CLO subsidiary's relevant transaction documents. As a result of these restrictions, our CLO subsidiaries may suffer losses on their assets and we may suffer losses on our investments in those CLO
subsidiaries.

We
sometimes refer to KFH II, our subsidiary that relies on Section 3(c)(5)(C) of the Investment Company Act, as our "REIT subsidiary." Section 3(c)(5)(C) of the Investment
Company Act is available to companies that are primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate. While the SEC has not
promulgated rules to address precisely what is required for a company to be considered to be "primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and
interests in real estate," the SEC's Division of Investment Management, or the "Division," has taken the position, through a series of no-action and interpretive letters, that a company
may rely on Section 3(c)(5)(C) of the Investment Company Act if, among other things, at least 55% of the company's assets consist of mortgage loans and other assets that are considered the
functional equivalent of mortgage loans (collectively, "qualifying real estate assets"), and at least 25% of the company's assets consist of real estate-related assets (reduced by the excess of the
company's qualifying real estate assets over the required 55%), leaving no more than 20% of the company's assets to be invested in miscellaneous

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assets.
The Division has also provided guidance as to the types of assets that can be considered qualifying real estate assets. Because the Division's interpretive letters are not binding except as
they relate to the companies to whom they are addressed, if the Division were to change its position as to, among other things, what assets might constitute qualifying real estate assets our REIT
subsidiary might be required to change its investment strategy to comply with the changed position. We cannot predict whether such a change would be adverse.

Based
on current guidance, our REIT subsidiary classifies investments in mortgage loans as qualifying real estate assets, as long as the loans are "fully secured" by an interest in real
estate on which we retain the right to foreclose. That is, if the loan-to-value ratio of the loan is equal to or less than 100%, then the mortgage loan is considered to be a
qualifying real estate asset. Mortgage loans with loan-to-value ratios in excess of 100% are considered to be only real estate-related assets. Our REIT subsidiary considers
agency whole pool
certificates to be qualifying real estate assets. Examples of agencies that issue whole pool certificates are the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and
the Government National Mortgage Association. An agency whole pool certificate is a certificate issued or guaranteed as to principal and interest by the U.S. government or by a federally chartered
entity, which represents the entire beneficial interest in the underlying pool of mortgage loans. By contrast, an agency certificate that represents less than the entire beneficial interest in the
underlying mortgage loans is not considered to be a qualifying real estate asset, but is considered to be a real estate-related asset.

Most
non-agency mortgage-backed securities do not constitute qualifying real estate assets because they represent less than the entire beneficial interest in the related pool
of mortgage loans; however, based on Division guidance, where our REIT subsidiary's investment in non-agency mortgage-backed securities is the "functional equivalent" of owning the
underlying mortgage loans, our REIT subsidiary may treat those securities as qualifying real estate assets. Moreover, investments in mortgage-backed securities that do not constitute qualifying real
estate assets will be classified as real estate-related assets. Therefore, based upon the specific terms and circumstances related to each non-agency mortgage-backed security that our REIT
subsidiary owns, our REIT subsidiary will make a determination of whether that security should be classified as a qualifying real estate asset or as a real estate-related asset; and there may be
instances where a security is recharacterized from being a qualifying real estate asset to a real estate-related asset, or conversely, from being a real estate-related asset to being a qualifying real
estate asset based upon the acquisition or disposition or redemption of related classes of securities from the same securitization trust. If our REIT subsidiary acquires securities that, collectively,
receive all of the principal and interest paid on the related pool of underlying mortgage loans (less fees, such as servicing and trustee fees, and expenses of the securitization), and that subsidiary
has foreclosure rights with respect to those mortgage loans, then our REIT subsidiary will consider those securities, collectively, to be qualifying real estate assets. If another entity acquires any
of the securities that are expected to receive cash flow from the underlying mortgage loans, then our REIT subsidiary will consider whether it has appropriate foreclosure rights with respect to the
underlying loans and whether its investment is a first loss position in deciding whether these securities should be classified as qualifying real estate assets. If our REIT subsidiary owns more than
one subordinate class, then, to determine the classification of subordinate classes other than the first loss class, our REIT subsidiary will consider whether such classes are contiguous with the
first loss class (with no other classes absorbing losses after the first loss class and before any other subordinate classes that our REIT subsidiary owns), whether our REIT subsidiary owns the entire
amount of each such class and whether our REIT subsidiary would continue to have appropriate foreclosure rights in connection with each such class if the more subordinate classes were no longer
outstanding. If the answers to any of these questions is no, then our REIT subsidiary would expect not to classify that particular class, or classes senior to that class, as qualifying real estate
assets.

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As
noted above, if the combined values of the investment securities issued by our subsidiaries that must rely on Section 3(c)(1) or Section 3(c)(7) of the Investment
Company Act, together with any other investment securities we may own, exceeds 40% of the value of our total assets (exclusive of U.S.
government securities and cash items) on an unconsolidated basis, we may be deemed to be an investment company. If we fail to maintain an exception, exemption or other exclusion from the Investment
Company Act, we could, among other things, be required either (i) to change substantially the manner in which we conduct our operations to avoid being subject to the Investment Company Act or
(ii) to register as an investment company. Either of these would likely have a material adverse effect on us, our ability to service our indebtedness and to make distributions on our shares,
and on the market price of our shares and any other securities we may issue. If we were required to register as an investment company under the Investment Company Act, we would become subject to
substantial regulation with respect to our capital structure (including our ability to use leverage), management, operations, transactions with certain affiliated persons (within the meaning of the
Investment Company Act), portfolio composition (including restrictions with respect to diversification and industry concentration) and other matters. Additionally, our Manager would have the right to
terminate our management agreement. Moreover, if we were required to register as an investment company, we would no longer be eligible to be treated as a partnership for United States federal income
tax purposes. Instead, we would be classified as a corporation for tax purposes and would be able to avoid corporate taxation only to the extent that we were able to elect and qualify as a regulated
investment company ("RIC") under applicable tax rules. Because our eligibility for RIC status would depend on our assets and sources of income at the time that we were required to register as an
investment company, there can be no assurance that we would be able to qualify as a RIC. If we were to lose partnership status and fail to qualify as a RIC, we would be taxed as a regular corporation.
See "Partnership Tax MattersQualifying Income Exception".

We
have not requested approval or guidance from the SEC or its staff with respect to our Investment Company Act determinations, including, in particular: our treatment of any subsidiary
as majority-owned; the compliance of any subsidiary with Section 3(c)(5)(C) of, or Rule 3a-7 under, the Investment Company Act, including any subsidiary's determinations with
respect to the consistency of its assets or operations with the requirements thereof; or whether our interests in one or more subsidiaries constitute investment securities for purposes of the 40%
test. If the SEC were to disagree with our treatment of one or more subsidiaries as being excepted from the Investment Company Act pursuant to Rule 3a-7 or
Section 3(c)(5)(C), with our determination that one or more of our other holdings do not constitute investment securities for purposes of the 40% test, or with our determinations as to the
nature of the business in which we engage or the manner in which we hold ourselves out, we and/or one or more of our subsidiaries would need to adjust our operating strategies or assets in order for
us to continue to pass the 40% test or register as an investment company, either of which could have a material adverse effect on us. Moreover, we may be required to adjust our operating strategy and
holdings, or to effect sales of our assets in a manner that, or at a time or price at which, we would not otherwise choose, if there are changes in the laws or rules governing our Investment Company
Act status or that of our subsidiaries, or if the SEC or its staff provides more specific or different guidance regarding the application of relevant provisions of, and rules under, the Investment
Company Act. Such guidance could provide additional flexibility, or it could further inhibit our ability, or the ability of a subsidiary, to pursue a chosen operating strategy, which could have a
material adverse effect on us.

If
the SEC or a court of competent jurisdiction were to find that we were required, but failed, to register as an investment company in violation of the Investment Company Act, we would
have to cease business activities, we would breach representations and warranties and/or be in default as to certain of our contracts and obligations, civil or criminal actions could be brought
against us, our contracts would be unenforceable unless a court were to require enforcement and a court could

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appoint
a receiver to take control of us and liquidate our business, any or all of which would have a material adverse effect on our business.

Management Agreement

We are party to a Management Agreement with our Manager, pursuant to which our Manager will provide for the
day-to-day management of our operations.

The
Management Agreement requires our Manager to manage our business affairs in conformity with the Investment Guidelines that are approved by a majority of our independent directors.
Our Manager is under the direction of our board of directors. Our Manager is responsible for (i) the selection, purchase and sale of our investments, (ii) our financing and risk
management activities, and (iii) providing us with investment advisory services.

The
Management Agreement expires on December 31, 2010 and is automatically renewed for a one-year term on such date and each anniversary date thereafter. Our
independent directors review our Manager's performance annually and the Management Agreement may be terminated annually (upon 180 day prior written notice) upon the affirmative vote of at least
two-thirds of our independent directors, or by a vote of the holders of a majority of our outstanding common shares, based upon (1) unsatisfactory performance by the Manager that is
materially detrimental to us or (2) a determination that the management fees payable to our Manager are not fair, subject to our Manager's right to prevent such a termination under this
clause (2) by accepting a mutually acceptable reduction of management fees. We must provide a 180 day prior written notice of any such termination and our Manager will be paid a
termination fee equal to four times the sum of the average annual base management fee and the average annual incentive fee for the two 12-month periods preceding the date of termination,
calculated as of the end of the most recently completed fiscal quarter prior to the date of termination.

We
may also terminate the Management Agreement without payment of the termination fee with a 30 day prior written notice for cause, which is defined as (i) our Manager's
continued material breach of any provision of the Management Agreement following a period of 30 days after written notice thereof,
(ii) our Manager's fraud, misappropriation of funds, or embezzlement against us, (iii) our Manager's gross negligence in the performance of its duties under the Management Agreement,
(iv) the commencement of any proceeding relating to our Manager's bankruptcy or insolvency, (v) the dissolution of our Manager, or (vi) a change of control of our Manager. Cause
does not include unsatisfactory performance, even if that performance is materially detrimental to our business. Our Manager may terminate the Management Agreement, without payment of the termination
fee, in the event we become regulated as an investment company under the Investment Company Act. Furthermore, our Manager may decline to renew the Management Agreement by providing us with a
180 day prior written notice. Our Manager may also terminate the Management Agreement upon 60 days prior written notice if we default in the performance of any material term of the
Management Agreement and the default continues for a period of 30 days after written notice to us, whereupon we would be required to pay our Manager the termination fee described above.

We
do not employ personnel and therefore rely on the resources and personnel of our Manager to conduct our operations. For performing these services under the Management Agreement, our
Manager receives a base management fee and incentive compensation based on our performance. Our Manager also receives reimbursements for certain expenses, which are made on the first business day of
each calendar month.

Base Management Fee.We pay our Manager a base management fee monthly in arrears in an amount equal to 1/12
of our equity, as defined
in the Management Agreement, multiplied by 1.75%. We believe that the base management fee that our Manager is entitled to receive is generally comparable to the base management fee received by the
managers of comparable externally managed specialty finance companies. Our Manager uses the proceeds from its management fee in part to pay compensation to its officers and employees who,
notwithstanding that certain of them also are officers of us, receive no compensation directly from us.

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For purposes of calculating the base management fee, our equity means, for any month, the sum of (i) the net proceeds from any issuance of our common
shares, after deducting any underwriting discount and commissions and other expenses and costs relating to the issuance, (ii) the net proceeds of any trust preferred stock issuances and
convertible debt issuances that are approved by our board of directors, and (iii) our retained earnings at the end of such month (without taking into account any non-cash equity
compensation expense incurred in current or prior periods), which amount shall be reduced by any amount that we pay for the repurchases of our common shares. The foregoing calculation of the base
management fee is adjusted to exclude special one-time events pursuant to changes in accounting principles generally accepted in the United States of America ("GAAP"), as well as
non-cash charges, after discussion between our Manager and our independent directors and approval by a majority of our independent directors in the case of non-cash charges.

Our
Manager is required to calculate the base management fee within fifteen business days after the end of each month and deliver that calculation to us promptly. We are obligated to pay
the base management fee within twenty business days after the end of each month. We may elect to have our Manager allocate the base management fee among us and our subsidiaries, in which case the fee
would be paid directly by each entity that received an allocation.

Our
Manager waived base management fees related to the $230.4 million common share offering and $270.0 million common share rights offering that occurred during the third
quarter of 2007 until such
time as our common share closing price on the NYSE is $20.00 or more for five consecutive trading days. Accordingly, our Manager permanently waived approximately $8.8 million,
$8.8 million and $2.7 million of base management fees during the years ended December 31, 2009, 2008 and 2007, respectively. For the year ended December 31, 2009, we
incurred $14.9 million in base management fees. As of December 31, 2009, the Company had $1.3 million base management fee payable to the Manager.

Reimbursement of Expenses.Because our Manager's employees perform certain legal, accounting, due diligence tasks and other services
that outside
professionals or outside consultants otherwise would perform, our Manager is paid or reimbursed for the documented cost of performing such tasks, provided that such costs and reimbursements are no
greater than those which would be paid to outside professionals or consultants on an arm's-length basis.

We
also pay all operating expenses, except those specifically required to be borne by our Manager under the Management Agreement. The expenses required to be paid by us include, but are
not limited to, rent, issuance and transaction costs incident to the acquisition, disposition and financing of our investments, legal, tax, accounting, consulting and auditing fees and expenses, the
compensation and expenses of our directors, the cost of directors' and officers' liability insurance, the costs associated with the establishment and maintenance of any credit facilities and other
indebtedness of ours (including commitment fees, accounting fees, legal fees and closing costs), expenses associated with other securities offerings of ours, expenses relating to making distributions
to our shareholders, the costs of printing and mailing proxies and reports to our shareholders, costs associated with any computer software or hardware, electronic equipment, or purchased information
technology services from third party vendors, costs incurred by employees of our Manager for travel on our behalf, the costs and expenses incurred with respect to market information systems and
publications, research publications and materials, and settlement, clearing, and custodial fees and expenses, expenses of our transfer agent, the costs of maintaining compliance with all federal,
state and local rules and regulations or any other regulatory agency, all taxes and license fees and all insurance costs incurred by us or on our behalf. In addition, we will be required to pay our
pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of our Manager and its affiliates required for our operations.
Except as noted above, our Manager is responsible for all costs incident to the performance of its duties under the Management Agreement, including compensation of our Manager's employees and other
related expenses, except that we may elect to have our Manager

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allocate
expenses among us and our subsidiaries, in which case expenses would be paid directly by each entity that received an allocation.

Incentive Compensation.In addition to the base management fee, our Manager receives quarterly incentive compensation in an amount equal
to the
product of: (i) 25% of the dollar amount by which: (a) our Net Income, before incentive compensation, per weighted-average share of our common shares for such quarter, exceeds
(b) an amount equal to (A) the weighted-average of the price per share of the
common stock of KKR Financial Corp. in its August 2004 private placement and the prices per share of the common stock of KKR Financial Corp. in its initial public offering and any subsequent offerings
by KKR Financial Holdings LLC multiplied by (B) the greater of (1) 2.00% and (2) 0.50% plus one-fourth of the Ten Year Treasury Rate for such quarter,
multiplied by (ii) the weighted average number of our common shares outstanding in such quarter. The foregoing calculation of incentive compensation will be adjusted to exclude special
one-time events pursuant to changes in GAAP, as well as non-cash charges, after discussion between our Manager and our independent directors and approval by a majority of our
independent directors in the case of non-cash charges. The incentive compensation calculation and payment shall be made quarterly in arrears. For purposes of the foregoing: "Net Income"
will be determined by calculating the net income available to shareholders before non-cash equity compensation expense, in accordance with GAAP; and "Ten Year Treasury Rate" means the
average of weekly average yield to maturity for United States Treasury securities (adjusted to a constant maturity of ten years) as published weekly by the Federal Reserve Board in publication H.15 or
any successor publication during a fiscal quarter.

Our
ability to achieve returns in excess of the thresholds noted above in order for our Manager to earn the incentive compensation described in the preceding paragraph is dependent upon
various factors, many of which are not within our control.

Our
Manager is required to compute the quarterly incentive compensation within 30 days after the end of each fiscal quarter, and we are required to pay the quarterly incentive
compensation with respect to each fiscal quarter within five business days following the delivery to us of our Manager's written statement setting forth the computation of the incentive fee for such
quarter. We may elect to have our Manager allocate the incentive fee among us and our subsidiaries, in which case the fee would be paid directly by each entity that received an allocation.

For
the year ended December 31, 2009, $4.5 million of incentive fees were earned and paid to the Manager.

The Collateral Management Agreements

An affiliate of our Manager has entered into separate management agreements with KKR Financial CLO 2005-1, Ltd.
("CLO 2005-1"), KKR Financial CLO 2005-2, Ltd. ("CLO 2005-2"), KKR Financial CLO 2006-1, Ltd. ("CLO 2006-1"), KKR Financial
CLO 2007-1, Ltd. ("CLO 2007-1"), KKR Financial CLO 2007-A, Ltd. ("CLO 2007-A") and KKR Financial CLO 2009-1, Ltd. ("CLO
2009-1") and is entitled to receive fees for the services performed as the collateral manager under the management agreements. Previously, the collateral manager had waived the fees it
earned for providing management services for the CLOs. Beginning April 15, 2007, the collateral manager ceased waiving fees for CLO 2005-1 and beginning January 1, 2009, the
collateral manager ceased waiving fees for CLO 2005-2, CLO 2006-1, CLO 2007-1, CLO 2007-A and Wayzata Funding LLC ("Wayzata") (restructured and
replaced with CLO 2009-1 on March 31, 2009). However, as a result of the cancellation of mezzanine notes and junior notes issued by CLO 2005-1, CLO 2005-2
and CLO 2006-1 totaling $298.4 million on July 10, 2009, the collateral manager reinstated waiving management fees for CLO 2005-2 and CLO 2006-1. For
the year ended December 31, 2009, the collateral manager waived an aggregate of $5.2 million for CLO 2005-2 and CLO 2006-1. In addition, due to the deleveraging
of CLO 2009-1 completed in July 2009 whereby all the senior notes were retired, the collateral manager is

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no
longer entitled to receive fees for CLO 2009-1. We recorded an expense for CLO management fees of $21.5 million for the year ended December 31, 2009.

In
addition, beginning January 1, 2009, our Manager permanently waived reimbursable general and administrative expenses allocable to us in an amount equal to the incremental CLO
management fees received by our Manager. For the year ended December 31, 2009, our Manager permanently waived reimbursement of $9.8 million in allocable general and administrative
expenses.

Competition

Our net income depends, in large part, on our ability to acquire assets at favorable spreads over our borrowing costs. A number of
entities compete with us to make the types of investments that we make. We compete with financial companies, public and private funds, commercial and investment banks and commercial finance companies.
Several other entities have recently raised, or are expected to raise, significant amounts of capital, and may have investment objectives that overlap
with ours, which may create competition for investment opportunities. Some competitors may have a lower cost of funds than us and access to financing sources that are not available to us. In addition,
some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us.

We
cannot assure our shareholders that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as
a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we do not offer any assurance that we will be able to identify and make
investments that are consistent with our investment objectives.

Staffing

We do not have any employees. We are managed by KKR Financial Advisors LLC pursuant to the Management Agreement between our
Manager and us. Our Manager is 100% owned by Kohlberg Kravis Roberts & Co. (Fixed Income) LLC and all of our executive officers are members or employees of KKR.

Income Taxes

We intend to continue to operate so as to qualify as a partnership, and not as an association or publicly traded partnership that is
taxable as a corporation, for United States federal income tax purposes. Therefore, we generally are not subject to United States federal income tax at the entity level, but are subject to limited
state income taxes. Holders of our shares will be required to take into account their allocable share of each item of our income, gain, loss, deduction, and credit for our taxable year ending within
or with their taxable year.

During
2009, we owned an equity interest in a REIT subsidiary, KFH II. KFH II has elected to be taxed as a REIT under the Code. KFH II holds certain real estate mortgage-backed
securities. A REIT is not subject to United States federal income tax to the extent that it currently distributes its income and satisfies certain asset, income and ownership tests, and recordkeeping
requirements. Even though our REIT subsidiary qualified for federal taxation as a REIT, it may be subject to some amount of federal, state, local and foreign taxes based on its taxable income.

KKR
TRS Holdings, Ltd. ("TRS Ltd."), KKR Financial Holdings, Ltd. ("KFH Ltd."), KFN PEI VII, LLC ("PEI VII"), KFH PE Holdings I LLC ("PE I"),
KFH PE Holdings II LLC ("PE II") and KKR Financial Holdings Inc. ("KFH Inc.") are our wholly-owned subsidiaries and are taxable as corporations for United States federal income
tax purposes and thus are not consolidated with us for United States federal income tax purposes. For financial reporting purposes, current and deferred taxes

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are
provided for on the portion of earnings recognized by us with respect to our interest in PEI VII, PE I, PE II and KFH, Inc., domestic taxable corporate subsidiaries, because each is taxed
as a regular corporation under the Code. Deferred income tax assets and liabilities are computed based on temporary differences between the GAAP consolidated financial statements and the United States
federal income tax basis of assets and liabilities as of each consolidated balance sheet date. CLO 2005-1, CLO 2005-2, CLO 2006-1, CLO 2007-1, CLO
2007-A and CLO 2009-1 are our foreign subsidiaries that elected to be treated as disregarded entities or partnerships for United States federal income tax purposes. Those
subsidiaries were established to facilitate securitization transactions, structured as secured financing transactions. TRS Ltd. and KFH Ltd. are our foreign subsidiaries and are taxed as
corporations for United States federal income tax purposes. These entities were formed to make certain foreign and domestic investments from time to time. TRS Ltd. and KFH Ltd. are
organized as exempted companies incorporated with limited liability under the laws of the Cayman Islands, and are generally anticipated to be exempt from United States federal and state income tax at
the corporate entity level because they restrict their activities in the United States to trading in stock and securities for their own account. However, we will generally be required to include their
current taxable income in our calculation of taxable income allocable to shareholders.

REIT Matters

As of December 31, 2009, we believe that KFH II qualified as a REIT under the Code. The Code requires, among other things, that
at the end of each calendar quarter at least 75% of a REIT's total assets must be "real estate assets" as defined in the Code. The Code also requires that each year at least 75% of a REIT's gross
income come from real estate sources and at least 95% of a REIT's gross income come from real estate sources and certain other passive sources itemized in the Code, such as dividends and interest. As
of December 31, 2009, we believe KFH II was in compliance with all requirements necessary to be taxed as a REIT. However, the sections of the Code and the corresponding United States Treasury
Regulations that relate to qualification and taxation as a REIT are highly technical and complex, and KFH II's qualification and taxation as a REIT depends upon its ability to meet various
qualification tests imposed under the Code (such as those described above), including through its actual annual operating results, asset composition, distribution levels and diversity of share
ownership. Accordingly, no assurance can be given that KFH II will be deemed to have been organized and to have operated, or to continue to be organized and operated, in a manner so as to qualify or
remain qualified as a REIT.

Restrictions on Ownership of Our Common Shares

Due to limitations on the concentration of ownership of a REIT imposed by the Code, our amended and restated operating agreement, among
other limitations, generally prohibits any shareholder from beneficially or constructively owning more than 9.8% in value or in number of shares, whichever is more restrictive, of any class or series
of the outstanding shares of our company. Our board of directors has discretion to grant exemptions from the ownership limit, subject to terms and conditions as it deems appropriate.

Distribution Policy

The amount and timing of our distributions to the holders of our common shares are determined by our board of directors and is based
upon a review of various factors including current market conditions, existing restrictions to pay dividends or make certain other restricted payments in accordance with our credit facility agreement
and our liquidity needs.

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Item 1A.    RISK FACTORS

Our shareholders should carefully consider the risks described below. The risks described below are not the only risks we face. We have
only described the risks we consider to be material. However, we may face additional risks that are viewed by us as not material or are not presently known to us.

This
Annual Report on Form 10-K contains a summary of some of the terms of our operating agreement and the Management Agreement. Those summaries are not complete and
are subject to, and qualified in their entirety by reference to, all of the provisions of our operating agreement and the Management Agreement, copies of which have been included as exhibits to the
quarterly report on Form 10-Q that we filed with the SEC on August 6, 2009 and are available on the SEC website at www.sec.gov.

Risks Related to Our Operations, Business Strategy and Investments

Our business and the businesses in which we invest have been and may continue to be adversely affected by conditions in the global financial markets and economic conditions
generally.

Our business and the businesses of the companies in which we invest have been materially affected by conditions in the global financial
markets and economic conditions generally. Since the third quarter of 2007, and particularly during the second half of 2008, the credit and securities markets were materially and adversely affected by
significant declines in the values of nearly all asset classes and by a serious lack of liquidity. This was initially triggered by declines in the values of subprime mortgages, but spread to all
mortgage and real estate asset classes, leveraged bank loans and nearly all asset classes, including equities. The decline in asset values caused increases in margin calls for investors, requirements
that derivatives counterparties post additional collateral and redemptions by mutual and hedge fund investors, all of which increased the downward pressure on asset values and outflows of client funds
across the financial services industry. In addition, the increased redemptions and unavailability of credit have required hedge funds and others to rapidly reduce leverage, which has increased
volatility and further contributed to the decline in asset values.

Banks
and other lenders have suffered significant losses and have become reluctant to lend, even on a secured basis, due to the increased risk of default and the impact of reduced asset
values on the value of collateral. The markets for securitized debt offerings backed by mortgages, loans, credit card receivables and other assets have for the most part been closed and the market for
certain securitized debt offerings may take years to return or never return.

Although
we are currently observing limited signs of recovery in market value for some assets, the overall business environment has been adverse for our business and for many of the
companies in which we invest since the third quarter of 2007 and there can be no assurance that these conditions will improve in the near term or at all. If the overall business environment worsens or
if adverse business conditions continue, our results of operations may be adversely affected.

The current dislocations in the corporate credit sector and the current weakness in the broader financial market could adversely affect us and one or more of our lenders,
which could result in increases in our borrowing costs, reductions in our liquidity and reductions in the value of the investments in our portfolio.

The continuing dislocations in the corporate credit sector and the current weakness in the broader financial market could adversely
affect one or more of the counterparties providing funding for our investments and could cause those counterparties to be unwilling or unable to provide us with additional financing which may
adversely affect our liquidity and financial condition. In addition, as a result of concern about the stability of the markets generally and the strength of counterparties specifically, many lenders
and institutional investors have reduced and, in some cases, ceased to provide funding to borrowers. This could potentially limit our ability to finance our investments and operations,

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increase
our financing costs and reduce our liquidity. This risk is exacerbated by the fact that a substantial portion of our financing is provided by a relatively small number of counterparties. If
one or more major market participants were to fail or withdraw from the market, it could negatively impact the marketability of all fixed income securities and this could reduce the value of the
securities in our portfolio, thus reducing our net book value. Furthermore, if one or more of our counterparties were unwilling or unable to provide us with ongoing financing, we could be forced to
sell our investments at a time when prices are depressed.

Liquidity is essential to our businesses and we rely on external sources to finance a significant portion of our operations. We rely on external sources to finance a
significant portion of our operations. If we are unable to raise funding from these external sources, we may be forced to liquidate certain of our assets and our results of operations may be adversely
affected.

Liquidity is essential to our business. Our liquidity could be substantially affected in a negative fashion by an inability to raise
funding in the long-term or short-term debt capital markets or the equity capital markets or an inability to access the secured lending markets. Factors that we cannot control,
such as disruptions in the financial markets or negative views about corporate credit investing and the specialty finance industry generally, could impair our ability to raise funding. In addition,
our ability to raise funding could be impaired if lenders develop a negative perception of our long-term or short-term financial prospects. Such negative perceptions could be
developed if we incur large trading losses, or we suffer a decline in the level of our business activity, among other reasons. If we are unable to raise funding using the methods described above, we
would likely need to liquidate unencumbered assets, such as our investment and trading portfolios, to meet maturing liabilities. We may be unable to sell some of our assets, or we may have to sell
assets at a discount from market value, either of which could adversely affect our results of operations and may have a negative impact on the market price of our shares and any other securities we
may issue.

Periods of adverse market volatility may require us to post additional collateral, which could adversely affect our financial condition and liquidity.

During periods of increased adverse market volatility, such as the periods we observed during the global credit crisis, we are exposed
to the risk that we may have to post additional margin collateral, which may have a material adverse impact on our available liquidity. Certain of our financing facilities allow the counterparties, to
varying degrees, to determine a new market value of the collateral to reflect current market conditions. If a counterparty determines that the value of the collateral has decreased, it may initiate a
margin call and require us to either post additional collateral to cover such decrease or repay a portion of the outstanding borrowing, on minimal notice. A significant increase in margin calls as a
result of spread widening could harm our liquidity, results of operations, financial condition, and business prospects. Additionally, in order to obtain cash to satisfy a margin call, we may be
required to liquidate assets or raise capital at a disadvantageous time, which could cause us to incur further losses or adversely affect our results of operations, financial condition, may impair our
ability to pay distributions to our shareholders and may have a negative impact on the market price of our shares and any other securities we may issue. As a result, our contingent liquidity reserves
may not be sufficient in the event of a material adverse change in the credit markets and related market price market volatility.

We leverage our portfolio investments, which may adversely affect our return on our investments and may reduce cash available for distribution.

We leverage our portfolio investments through borrowings, generally through the use of bank credit facilities, total rate of return
swaps, securitizations, including the issuance of CLOs, and other borrowings. The percentage of leverage varies depending on our ability to obtain credit facilities and

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the
lenders' and rating agencies' estimate of the stability of the portfolio investments' cash flow. At the current time, the only contractual limitation on our ability to leverage our portfolio is a
covenant contained in our senior secured credit facility that our leverage ratio cannot exceed 1.0 to 1.0, computed on a basis that generally excludes the debt of variable interest entities that we
consolidate under GAAP. Our return on our investments and cash available for distribution to holders of our shares may be reduced to the extent that changes in market conditions cause the cost of our
financing to increase relative to the income that can be derived from the assets acquired and financed. Our debt service payments reduce cash flow available for distributions to holders of our shares.

If we are unable to continue to utilize CLOs successfully, we may be unable to grow or fully execute our business strategy and our results of operations may be adversely
affected.

An inability to continue to utilize CLOs successfully could limit our ability to grow our business or fully execute our business
strategy and our results of operations may be adversely affected.

We may enter into derivative contracts that could expose us to contingent liabilities in the future.

Part of our investment strategy involves entering into derivative contracts that could require us to fund cash payments in the future
under certain circumstances, including, without limitation, the early termination of the derivative agreement caused by an event of default or other early termination event, or the decision by a
counterparty to request margin securities it is contractually owed under the terms of the derivative contract. The amount due would be equal to the unrealized loss of the open swap positions with the
respective counterparty and could also include other fees and charges. These payments are contingent liabilities and therefore may not appear on our balance sheet. Our ability to fund these contingent
liabilities will depend on the liquidity of our assets and access to capital at the time, and the need to fund these contingent liabilities could adversely impact our financial condition.

Hedging against interest rate exposure may adversely affect our results of operations, which could adversely affect our ability to make payments due on our indebtedness and
cash available for distribution to holders of our shares.

We enter into interest rate swap agreements and may enter into other interest rate hedging instruments as part of our interest rate
risk management strategy. Our hedging activity varies in scope based on the level of interest rates, the type of portfolio investments held, and other changing market conditions. Interest rate hedging
may fail to protect or could adversely affect us because, among other things:



Any
hedging activity we engage in may adversely affect our results of operations, which could adversely affect our ability to make payments due on our indebtedness and cash available for
distribution to holders of our shares. Therefore, while we may enter into such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall

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investment
performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and
price movements in the portfolio positions or liabilities being hedged may vary materially. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging
instruments and the portfolio holdings or liabilities being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss.

Hedging instruments often are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or regulated by any United States or foreign governmental
authorities and involve risks and costs.

The cost of using hedging instruments increases as the period covered by the instrument increases and during periods of rising and
volatile interest rates. We may increase our hedging activity and thus increase our hedging costs during periods when interest rates are volatile or rising and hedging costs have increased. In
addition, hedging instruments involve risk since they often
are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or regulated by any United States or foreign governmental authorities. Consequently, there are no requirements
with respect to record keeping, financial responsibility or segregation of customer funds and positions. Furthermore, the enforceability of agreements underlying hedging transactions may depend on
compliance with applicable statutory, commodity and other regulatory requirements and, depending on the identity of the counterparty, applicable international requirements. The business failure of a
hedging counterparty with whom we enter into a hedging transaction will most likely result in a default. Default by a party with whom we enter into a hedging transaction may result in the loss of
unrealized profits and force us to cover our resale commitments, if any, at the then current market price. It may not always be possible to dispose of or close out a hedging position without the
consent of the hedging counterparty, and we may not be able to enter into an offsetting contract in order to cover our risk. We cannot assure our shareholders that a liquid secondary market will exist
for hedging instruments purchased or sold, and we may be required to maintain a position until exercise or expiration, which could result in losses.

We make non-United States dollar denominated investments, which subject us to currency rate exposure and the uncertainty of foreign laws and markets.

We purchase investments denominated in foreign currencies. A change in foreign currency exchange rates may have an adverse impact on
returns on any of these non-dollar denominated investments. Although we may choose to hedge our foreign currency risk, we may not be able to do so successfully and may incur losses on
these investments as a result of exchange rate fluctuations. Investments in foreign countries also subject us to risks of multiple and conflicting tax laws and regulations and political and economic
instability abroad, which could adversely affect our returns on these investments.

We may not realize gains or income from our investments.

We seek to generate both current income and capital appreciation. The assets in which we invest may not appreciate in value, however,
and, in fact, may decline in value, and the debt securities in which we invest may default on interest and/or principal payments. Accordingly, we may not be able to realize gains or income from our
investments. Any gains that we do realize may not be sufficient to offset any other losses we experience. Any income that we realize may not be sufficient to offset our expenses.

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The terms of our indebtedness may restrict our ability to make future distributions, make cash payments in respect of any conversion or repurchases of the notes and impose
limitations on our current and future operations.

The agreement with our lenders to amend the terms of our senior secured credit facility ("Credit Agreement") and certain of our other
financing facilities contain, and any future indebtedness may also contain, a number of restrictive covenants that impose operating and other restrictions on us, including restrictions on our ability
to make distributions to holders of our shares. The Credit Agreement includes covenants restricting our ability to:



In
addition, the Credit Agreement also includes financial covenants, including requirements that we:



In
addition, the operating and financial restrictions in our credit facility, other financing facilities and any future financing facilities may adversely affect our ability to engage in
our current and future operations or pay distributions to holders of our shares.

As
a result of these covenants, we are limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations
or capital needs. Our ability to comply with the covenants and restrictions contained in the agreements governing our indebtedness may be affected by economic, financial and industry conditions beyond
our control. A breach of any of these covenants or any of the other restrictive covenants could result in a default under the Credit Agreement. Upon the occurrence of an event of default under the
Credit Agreement, the lenders may not be required to lend any additional amounts to us and could elect to declare all borrowings outstanding thereunder, together with accrued and unpaid interest and
fees, to be due and payable, which could also result in an event of default under our other agreements relating to our

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borrowings.
If we were unable to refinance these borrowings on favorable terms, our results of operations and financial condition could be adversely impacted by increased costs and less favorable
terms, including higher interest rates and more restrictive covenants. The instruments governing the terms of any future refinancing of any borrowings are likely to contain similar or more restrictive
covenants.

We currently have significant indebtedness, some of which mature in the near term. We may not be able to generate sufficient cash to service or make required repayments of
our indebtedness and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

As of December 31, 2009, we had approximately $734.3 million of total recourse debt outstanding. Certain of this
indebtedness matures in the near term, including: (i) $175.0 million under our Credit Agreement, which is due November 10, 2011, with $12.5 million quarterly reductions in
facility size due on March 31, 2010 and June 30, 2010, and (ii) $275.8 million principal amount of our 7.0% Convertible Senior Notes due 2012 ("7.0% Notes").

Our
significant debt level and related debt service obligations:



A
breach of any of the covenants in our debt agreements could result in a default under our Credit Agreement, the 7.0% Notes and the 7.5% Notes. If a default occurs under our Credit Agreement, and we
are not able to obtain a waiver from the lenders holding a majority of the commitments under our Credit Agreement, the administrative agent of the Credit Agreement may, and at the request of lenders
holding a majority of the commitments shall, declare all of our outstanding obligations under the Credit Agreement, together with accrued interest and other fees, to be immediately due and payable,
and may terminate the lenders' commitments thereunder, cease making further loans and, if we cannot repay our outstanding obligation, institute foreclosure proceedings against our assets. If a default
occurs under the 7.0% Notes, and we are not able to obtain a waiver from the holders of a majority of the 7.0% Notes, either the trustee of the 7.0% Notes or holders of 25% in aggregate principal
amount of the 7.0% Notes then outstanding may declare the principal of, and interest accrued and unpaid on, all of the 7.0% Notes to be immediately due and payable. If a default occurs under the 7.5%
Notes, and we are not able to obtain a waiver from the holders of a majority of the 7.5% Notes, either the trustee of the 7.5% Notes or holders of 25% in aggregate principal amount of the 7.5% Notes
then outstanding may declare the principal of, and interest accrued and unpaid on, all of the 7.5% Notes to

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be
immediately due and payable. If our outstanding indebtedness were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full that debt and any potential future
indebtedness, which would cause the market price of our common shares to decline significantly. We could also be forced into bankruptcy or liquidation.

There can be no assurances that our operations will generate sufficient cash flows or that credit facilities will be available to us in an amount sufficient to enable us to
pay our indebtedness or to fund other liquidity needs.

Our ability to make scheduled payments or prepayments on our debt and other financial obligations will depend on our future financial
and operating performance and the value of our investments. There can be no assurances that our operations will generate sufficient cash flows or that credit facilities will be available to us in an
amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Our financial and operating performance is subject to prevailing economic and industry conditions and to
financial, business and other factors, some of which are beyond our control. Our substantial leverage exposes us to significant risk during periods of economic downturn such as the one we currently
face, as our cash flows may decrease, but our required principal payments in respect of indebtedness do not change and our interest expense obligations could increase due to increases in interest
rates.

If
our cash flows and capital resources are insufficient to fund our debt service obligations, we will likely face increased pressure to dispose of assets, seek additional capital or
restructure or refinance our indebtedness. These actions could have a material adverse effect on our business, financial condition and results of operations. In addition, we cannot assure that we
would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service
obligations or that these actions would be permitted under the terms of our existing or future debt agreements, including the Credit Agreement. For example, we may need to refinance all or a portion
of our indebtedness on or before maturity. There can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. In the absence of improved
operating results and access to capital resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other
obligations. The Credit Agreement restricts our ability to dispose of assets and use the proceeds from such dispositions. We may not be able to consummate those dispositions or to obtain the proceeds
realized. Additionally, these proceeds may not be adequate to meet our debt service obligations then due.

If
we cannot make scheduled payments or prepayments on our debt, we will be in default and, as a result, among other things, our debt holders could declare all outstanding principal and
interest to be due and payable and we could be forced into bankruptcy or liquidation or required to substantially restructure or alter our business operations or debt obligations.

Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

As of December 31, 2009, approximately $303.9 million of our recourse borrowings, primarily borrowings under the Credit
Agreement and certain of the junior subordinated notes issued in connection with our trust preferred securities, were at variable rates of interest and expose us to interest rate risk. If interest
rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same. We may use interest rate derivatives to hedge the
variability of the cash flows associated with our existing or forecasted variable rate borrowings. Although we may enter into additional interest rate swaps, involving the exchange of floating for
fixed rate interest payments, to reduce interest rate volatility, we cannot provide assurances that we will be able to do so or that such swaps will be effective.

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Declines in the fair values of our investments may adversely affect our results of operations and credit availability, which may adversely affect, in turn, our ability to
make payments due on our indebtedness and our cash available for distribution to holders of our shares.

A substantial portion of our assets are, and we believe are likely to continue to be, classified for accounting purposes as
"available-for-sale" so long as it is management's intent not to sell such assets and we have sufficient financial wherewithal to hold the investment until its scheduled
maturity.

Changes
in the fair values of those assets will be directly charged or credited to our shareholders' equity. As a result, a decline in values may reduce the book value of our assets.
Moreover, if the decline in value of an available-for-sale security is considered by our management to be other than temporary, such decline will be recorded as a charge which
will adversely affect our results of operations.

A
decline in the market value of our assets may adversely affect us, particularly in instances where we have borrowed money based on the market value of those assets. If the market value
of those assets declines, the lender may require us to post additional collateral to support the loan. If we were unable
to post the additional collateral, we would have to sell the assets at a time when we might not otherwise choose to do so. A reduction in credit available may adversely affect our results of
operations, our ability to make payments due on our indebtedness and cash available for distribution to holders of our shares.

Further,
financing counterparties may require us to maintain a certain amount of cash or to set aside unlevered assets sufficient to maintain a specified liquidity position intended to
allow us to satisfy our collateral obligations. As a result, we may not be able to leverage our assets as fully as we would choose, which may reduce our return on equity. In the event that we are
unable to meet these contractual obligations, our financial condition could deteriorate rapidly because we may be required to sell our investments at distressed prices in order to meet such margin or
liquidity requirements.

Market
values of our investments may decline for a number of reasons, such as causes related to changes in prevailing market rates, increases in defaults, increases in voluntary
prepayments for those investments that we have that are subject to prepayment risk, and widening of credit spreads.

If credit spreads on our borrowings increase and the credit spreads on our investments do not also increase, we are unlikely to achieve our projected leveraged
risk-adjusted returns. Also, if credit spreads on investments increase in the future, our existing investments will likely experience a material reduction in value.

We make investment decisions based upon projected leveraged risk-adjusted returns. When making such projections we make
assumptions regarding the long-term cost of financing such investments, particularly the credit spreads associated with our long-term financings. We define credit spread as the
risk premium for taking credit risk which is the difference between the risk free rate and the interest rate paid on the applicable investment or loan, as the case may be. If credit spreads on our
long-term financings increase and the credit spreads on our investments are not increased accordingly, we will likely not achieve our targeted leveraged risk-adjusted returns
and we will likely experience a material adverse reduction in the value of our investments.

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The terms of our settlement agreement with certain holders of securities issued by one of our CLOs restricts our ability to restructure certain CLO debt obligations in the
future, which may reduce our financial flexibility in the event of future adverse market or credit conditions. In addition, certain noteholders of one of our other CLOs recently notified us of a
similar dispute and we may become a party to similar disputes with other noteholders of our CLOs in the future.

On July 10, 2009, we surrendered for cancellation, without consideration, approximately $298.4 million in aggregate of
mezzanine and junior notes issued to us by CLO 2005-1, CLO 2005-2 and CLO 2006-1. The surrendered notes were cancelled by the trustee under the applicable
indentures, and the obligations due under such surrendered notes were deemed extinguished.

As
a result, the overcollaterization tests for these CLOs were brought into compliance, enabling the mezzanine and subordinated note holders, including us, to resume receiving cash flows
from these CLOs during the period the overcollaterization tests remain in compliance. We believe, in consultation with our outside advisers, that none of the actions taken in connection with these
note cancellation transactions were in violation of either the respective indentures governing each CLO transaction or applicable law. Nevertheless, holders constituting a majority of the controlling
class of senior notes of CLO 2005-2 (the "2005-2 Noteholders") challenged the July 2009 surrender for cancellation and notified the related trustee of purported defaults under
the indenture related to the surrender and cancellation of the notes issued to us by CLO 2005-2. We subsequently reached an agreement with the 2005-2 Noteholders pursuant to
which the 2005-2 Noteholders agreed, subject to the terms and conditions of the agreement, not to challenge the July 2009 surrender for cancellation, without consideration, of
$64 million of mezzanine notes issued to us by CLO 2005-2. In exchange, we agreed to certain arrangements, including, among other things, to refrain from undertaking a comparable
surrender for cancellation of any other mezzanine notes or junior notes issued to us by CLO 2005-2. In addition, we agreed with the 2005-2 Noteholders that, for so long as no
legal action or similar challenge is brought to our July 2009 surrender of notes in any of our CLOs, we will not undertake a similar surrender for cancellation without consideration of any mezzanine
notes or junior notes issued to us by CLO 2005-1, CLO 2006-1, CLO 2007-1 and CLO 2007-A.

Because
the terms of the agreement with the 2005-2 Noteholders restrict our ability to effect certain restructuring activities in the future with respect to our CLOs such as
the July 2009 surrender for cancellation, our ability to effect similar note surrender transactions to mitigate future adverse market or credit conditions or to enhance liquidity will be negatively
impacted.

In
addition, certain holders of the senior notes of CLO 2006-1 (the "2006-1 Noteholders") recently challenged the July 2009 surrender for cancellation and
notified the related trustee of purported defaults under the indenture related to the surrender of the notes issued to us by CLO 2006-1. It is also possible that holders of notes issued by
CLO 2005-1 may challenge our surrender for cancellation of notes issued to us by CLO 2005-1.

No
assurance can be given that we will be able to reach resolutions with the 2006-1 Noteholders, or, if such a challenge is made, with any CLO 2005-1 noteholders,
similar to those reached with the 2005-2 Noteholders. Despite our determination that our actions in connection with the note cancellation transactions were permitted and our agreement with
the 2005-2 Noteholders, if we are unable to reach an amicable resolution with the 2006-1 Noteholders, or, if such a challenge is made, with any 2005-1 noteholders,
then in connection with any ensuing litigation, we could incur significant legal fees or face material interruption of cash flows from the affected CLOs or other material damages or restrictions while
such dispute is being contested or if such transactions were to be found a violation of the applicable indenture.

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The ongoing crisis in the global credit markets has the potential to adversely affect our CLO investments.

The global economy has been adversely affected by a crisis in the credit markets and a general economic downturn. Among the sectors
particularly challenged by the current crisis in the global credit markets are the CLO and leveraged finance markets. In the current environment, liquidity in the credit markets has been drastically
reduced, resulting in an increase in credit spreads and a decline in ratings, performance and market values for leveraged loans. We have significant exposure to these markets through our investments
in CLO 2005-1, CLO 2005-2, CLO 2006-1, CLO 2007-1 and CLO 2007-A (collectively, "our CLOs"), each of which is a Cayman Islands incorporated
special purpose company that issued to us and other investors notes secured by a pool of collateral consisting primarily of corporate leveraged loans. In most cases, our CLO investments are in deeply
subordinated securities issued by the CLO issuers, representing highly leveraged investments in the underlying collateral, which increases both the opportunity for higher returns as well as the
magnitude of losses when compared to other investors in these CLO structures that rank more senior to us in right of payment. As a result of our subordinated position in these CLO structures, during
the current continuing economic downturn, we and our investors are at greater risk of suffering losses on our CLO investments.

The
CLO issuers in which we invest have experienced an increase in downgrades, depreciations in market value and defaults in respect of leveraged loans in their collateral. The CLO
issuers' portfolio profile tests set limits on the amount of discounted obligations a CLO can hold. During any time that a CLO issuer exceeds such a limit, the ability of the CLO's manager to sell
assets and reinvest available principal proceeds into substitute assets is restricted. In addition, discounted assets and assets rated "CCC" or lower in excess of applicable limits in the CLO issuers'
investment criteria are not given full par credit for purposes of calculation of the CLO issuers' overcollateralization tests. As a result, certain of these CLO issuers are failing or in the future
other CLO issuers may fail one or more of their overcollateralization tests, which causes diversion of cash flows away from us as holders of the more junior CLO securities in favor of investors more
senior than us in right of repayment, until the relevant
overcollateralization tests are satisfied. This diversion of cash flows has had and could continue to have a material adverse impact on our business and our ability to make distributions to
shareholders. In addition, it is possible that our CLO issuers' collateral will be depleted before we realize a return on our CLO investments.

Specifically,
during the year ended December 31, 2009, certain of our CLOs were out of compliance with certain compliance tests (specifically, over-collaterization
tests) outlined in their respective indentures and as a result, cash flows we would expect to receive from our CLO holdings were paid to the senior note holders of the CLOs that were out of
compliance.

Based
on current market conditions, most notably the credit ratings of certain investments held in our CLOs and their related market values, we expect that certain of our CLOs will be
out of compliance with their respective overcollaterization tests during the first quarter of 2010 and may continue to be out of compliance thereafter. As a result, we expect that the cash flows that
we would generally expect to receive will be used during such period to reduce the principal balances of the senior notes issued by certain of our CLOs.

The
ability of the CLO issuers to make interest payments to the holders of the senior notes of those structures is highly dependent upon the performance of the CLO collateral. If the
collateral in those structures was to experience a significant decrease in cash flow due to an increased default level, the issuer may be unable to pay interest to the holders of the senior notes,
which would allow such holders to declare an event of default under the indenture governing the transaction and accelerate all principal and interest outstanding on the senior notes. In addition, our
CLO structures also contain certain events of default tied to the value of the CLO collateral, which events of default could also cause an acceleration of the senior notes. If the value of the CLO
collateral within a CLO were to be

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less
than the amount of senior notes issued and outstanding, the senior note holders would have the ability to declare an event of default.

There
can be no assurance that market conditions giving rise to these types of consequences will not occur, subsist or become more acute in the future. Because our CLO structures involve
complex collateral and other arrangements, the documentation for such structures is complex, is subject to differing interpretations and involves legal risk.

Our investment portfolio is and may continue to be concentrated in a limited number of companies and industries, which will subject us to a risk of significant loss if any
of these companies defaults on its obligations to us or if there is a downturn in a particular industry.

Our investment portfolio is and may continue to be concentrated in a limited number of companies and industries. For example, as of
December 31, 2009, the 20 largest issuers which we have invested in represented approximately 52% of our total investment portfolio on an estimated fair value basis. As a result, our results of
operations, financial condition and ability to pay distributions to our shareholders may be adversely affected if a small number of borrowers default in their obligations to us or if we need to write
down the value of any one investment. Additionally, a downturn in any particular industry in which we are invested could also negatively impact our results of operations and our ability to pay
distributions.

Certain of our investments are illiquid and we may not be able to vary our portfolio in response to changes in economic and other conditions.

The securities that we purchase in privately negotiated transactions are not registered under the relevant securities laws, resulting
in a prohibition against their transfer, sale, pledge or other disposition except in a transaction that is exempt from the registration requirements of, or is otherwise in accordance with, those laws.
A majority of the mortgage-backed securities that we own are traded in private, unregistered transactions and are therefore subject to restrictions on resale or otherwise have no established trading
market. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited. In addition, if we are required to liquidate all or a portion
of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. Furthermore, we may face other restrictions on our ability to liquidate
an investment in a business entity to the extent that we or our Manager has or could be attributed with material non-public information regarding such business entity.

Some of our portfolio investments are recorded at fair value as determined by our Manager and, as a result, there is uncertainty as to the value of these investments.

Some of our portfolio investments are, and we believe are likely to continue to be, in the form of loans and securities that have
limited liquidity or are not publicly traded. The fair value of investments that have limited liquidity or are not publicly traded may not be readily determinable. We generally value these investments
quarterly at fair value as determined by our Manager. Because such valuations are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of
fair value may differ materially from the values that would have been used if a ready market for these investments existed. The market value of our shares and any other securities we may issue could
be adversely affected if our determinations regarding the fair value of these investments are materially higher than the values that we ultimately realize upon their disposal.

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Our assets include leveraged loans, high yield securities and common and preferred equity securities, each of which has greater risks of loss than secured senior loans and,
if those losses are realized, it could adversely affect our results of operations, our ability to service our indebtedness and our cash available for distribution to holders of our shares.

Our assets include leveraged loans, high yield securities and marketable and non-marketable common and preferred equity
securities, each of which involves a higher degree of risk than senior secured loans. First, the leveraged loans and high yield securities may not be secured by mortgages or liens on assets. Even if
secured, these leveraged loans and high yield securities may have higher loan-to-value ratios than senior secured loans. Furthermore, our right to payment and the security
interest in any collateral may be subordinated to the payment rights and security interests of a senior lender. Therefore, we may be limited in our ability to enforce our rights to collect these loans
and to recover any of the loan balances through a foreclosure of collateral.

Certain
of these leveraged loans and high yield securities may have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the
maturity of the loan. In this case, a borrower's ability to repay its loan may be dependent upon a refinancing or a liquidity event that will enable the repayment of the loan.

In
addition to the above, numerous other factors may affect a company's ability to repay its loan, including the failure to meet its business plan, a downturn in its industry or negative
economic conditions. A deterioration in a company's financial condition and prospects may be accompanied by
deterioration in the collateral for the high yield securities and leveraged loans. Losses on our high yield securities and leveraged loans could adversely affect our results of operations, which could
adversely affect our ability to service our indebtedness and cash available for distribution to holders of our shares.

In
addition, marketable and non-marketable common and preferred equity securities may also have a greater risk of loss than senior secured loans since such equity investments
are subordinate to debt of the issuer and are not secured by property underlying the investment.

The mortgage loans underlying the mortgage-backed securities we invest in are subject to delinquency, foreclosure and loss, which could result in losses to us.

Residential mortgage backed securities evidence interests in or are secured by pools of residential mortgage loans. Accordingly, the
mortgage-backed securities we invest in are subject to all of the risks of the underlying mortgage loans. Residential mortgage loans are secured by single-family residential property and are subject
to risks of delinquency, foreclosure and risks of loss. The ability of a borrower to repay a loan secured by a residential property is dependent upon the income or assets of the borrower. A number of
factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair borrowers' abilities to repay their loans. Foreclosure of a mortgage loan can
be an expensive and lengthy process that could have a substantial negative effect on our anticipated return on the foreclosed mortgage loan.

Our rights under corporate leveraged loans we invest in may be more restricted than investments in other loans.

We may hold interests in corporate leveraged loans originated by banks and other financial institutions. We may acquire interests in
corporate leveraged loans either directly by a direct purchase or an assignment, or indirectly through a participation. The purchaser of an assignment typically succeeds to all the rights and
obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the purchaser's rights can be more restricted than those of the
assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest, not

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with
the borrower. In purchasing participations, we generally will have no right to enforce compliance by the borrower with the terms of the credit agreement, nor any rights of offset against the
borrower, and we may not directly benefit from the collateral supporting the debt obligation in which we have
purchased the participation. As a result, we will assume the credit risk of both the borrower and the institution selling the participation.

The high yield bonds that we invest in have greater credit and liquidity risk than more highly rated bonds.

We invest in high yield bonds that are rated below investment-grade by one or more nationally recognized statistical rating
organizations or are unrated but of comparably low credit quality, and have greater credit and liquidity risk than more highly rated bonds. High yield bonds may be unsecured, and may be subordinate to
other obligations of the obligor. The lower rating, or lack of a rating, on high yield bonds reflects a greater possibility that adverse changes in the financial condition of the obligor or in general
economic conditions or both may impair the ability of the obligor to make payment of principal and interest. Many issuers of high yield bonds are highly leveraged, and their relatively high
debt-to-equity ratios create increased risks that their operations might not generate sufficient cash flow to service their debt obligations. Overall declines in the below
investment-grade bond and other markets may adversely affect such issuers by inhibiting their ability to refinance their debt at maturity. High yield bonds are often less liquid than higher rated
bonds.

High
yield bonds are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level
at which they had previously operated. High yield bonds have historically experienced greater default rates than has been the case for investment-grade bonds.

Total rate of return swaps are subject to risks related to changes in interest rates, credit spreads, credit quality and expected recovery rates of the underlying credit
instrument as well as renewal risks.

We enter into total rate of return swaps ("TRS") to finance certain of our investments. TRS are subject to risks related to changes in
interest rates, credit spreads, credit quality and expected recovery rates of the underlying credit instrument as well as renewal risks. A TRS agreement is a two-party contract under which
an agreement is made to exchange returns from predetermined investments or instruments. TRS allow investors to gain exposure to an underlying credit instrument without actually owning the credit
instrument. In these swaps, the total return (interest, fixed fees and capital gains/losses on an underlying credit instrument) is paid to an investor in exchange for a floating rate payment. The
investor advances a portion of the notional amount of the TRS which serves as collateral for the TRS counterparty. The TRS, therefore, is a leveraged investment in the underlying credit instrument.
The gross returns to be exchanged or "swapped" between the parties are calculated based on a "notional amount," which is valued monthly to determine each party's obligation under the contract. We
recognize all cash flows received (paid) or receivable (payable) from swap transactions, together with the change in the market value of the underlying credit instrument, on a net basis as realized or
unrealized gains or losses in our consolidated statement of operations. We are charged a finance cost by counterparties with respect to each agreement. The finance cost is reported as part of the
realized or unrealized gains or losses. Because swap maturities may not correspond with the maturities of the credit instruments underlying the swap, we may wish to renew many of the swaps as they
mature. However, there is a limited number of providers of such swaps, and there is no assurance the initial swap providers will choose to renew the swaps, and, if they do not renew, that we would be
able to obtain suitable replacement providers.

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Credit default swaps are subject to risks related to changes in credit spreads, credit quality and expected recovery rates of the underlying credit instrument.

Credit default swaps ("CDS") are subject to risks related to changes in interest rates, credit spreads, credit quality and expected
recovery rates of the underlying credit instrument. A CDS is a contract in which the contract buyer pays, in the case of a short position, or receives, in the case of a long position, a periodic
premium until the contract expires or a credit event occurs. In return for this premium, the contract seller receives a payment from, in the case of a short position, or makes a payment to, in the
case of a long position, the buyer if there is a credit default or other specified credit event with respect to the issuer of the underlying credit instrument referenced in the CDS.

Our dependence on the management of other entities may adversely affect our business.

We do not control the management, investment decisions or operations of the enterprises in which we invest. Management of those
enterprises may decide to change the nature of their assets, or management may otherwise change in a manner that is not satisfactory to us. We typically have no ability to affect these management
decisions and we may have only limited ability to dispose of our investments.

Due diligence conducted by our Manager may not reveal all of the risks of the businesses in which we invest.

Before making an investment in a business entity, our Manager typically assesses the strength and skills of the entity's management and
other factors that it believes will determine the success of the investment. In making the assessment and otherwise conducting due diligence, our Manager relies on the resources available to it and,
in some cases, an investigation by third parties. This process is particularly important and subjective with respect to newly organized entities because there may be little or no information publicly
available about the entities. Accordingly, there can be no assurance that this due diligence processes will uncover all relevant facts or that any investment will be successful. In addition, we may
pursue investments without obtaining access to confidential information otherwise in the possession of KKR or one of its affiliates, which information, if reviewed, might otherwise impact our judgment
with respect to such investments.

Risks Related to our Organization and Structure

Maintenance of our Investment Company Act exemption imposes limits on our operations, which may adversely affect our results of operations.

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is, holds itself out as being,
or proposes to be, primarily engaged in the business of investing, reinvesting or trading in securities and Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any
issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire "investment securities" (within the
meaning of the Investment Company Act) having a value
exceeding 40% of the value of the issuer's total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the "40% test"). Excluded from the term "investment
securities" are, among others, securities issued by majority-owned subsidiaries unless the subsidiary is an investment company or relies on the exceptions from the definition of an investment company
provided by Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act (a "fund"). The Investment Company Act defines a "majority-owned subsidiary" of a person as any company 50%
or more of the outstanding voting securities (i.e., those securities presently entitling the holder thereof to vote for the election of directors of the company) of which are owned by that
person, or by another company that is, itself, a majority owned subsidiary of that person.

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We
are organized as a holding company. We conduct our operations primarily through our majority owned subsidiaries. Each of our subsidiaries is excepted from the definition of an
investment company under the Investment Company Act. We believe that we are not, and that we do not propose to be, primarily engaged in the business of investing, reinvesting or trading in securities
and we do not believe that we have held ourselves out as such. We intend to continue to conduct our operations so that we are not required to register as an investment company under the Investment
Company Act.

We
monitor our holdings regularly to confirm our continued compliance with the 40% test. In calculating our position under the 40% test, we are responsible for determining whether any of
our subsidiaries is majority-owned. We treat subsidiaries in which we own at least 50% of the outstanding voting securities, including those that issue CLOs, as majority-owned for purposes of the 40%
test. Some of our subsidiaries may rely solely on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. In order for us to satisfy the 40% test, our ownership interests in
those subsidiaries or any of our subsidiaries that are not majority-owned, together with any other "investment securities" that we may own, may not have a combined value in excess of 40% of the value
of our total assets on an unconsolidated basis and exclusive of U.S. government securities and cash items. However, most of our subsidiaries rely on exceptions provided by provisions of, and rules and
regulations promulgated under, the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act) and, therefore, are not defined or regulated as
investment companies. In order to conform to these exceptions, these subsidiaries are limited with respect to the assets in which each of them can invest and/or the types of securities each of them
may issue. We must, therefore, monitor each subsidiary's compliance with its applicable exception and our freedom of action, and that of our subsidiaries, may be limited as a result. For example, our
subsidiaries that issue CLOs generally rely on Rule 3a-7 under Investment Company Act, while KKR Financial Holdings II, LLC, or "KFH II," our subsidiary that is taxed as a
REIT for U.S. federal income tax purposes, generally relies on Section 3(c)(5)(C) of the Investment Company Act. Each of these exceptions requires, among other things that the subsidiary
(i) not issue redeemable securities and (ii) engage in the business of holding certain types of assets, consistent with the terms of the exception. We do not treat our interests in
majority-owned subsidiaries that rely on Section 3(c)(5)(C) of, or Rule 3a-7 under, the Investment Company Act as investment securities when calculating our 40% test.

We
sometimes refer to our subsidiaries that rely on Rule 3a-7 under the Investment Company Act as "CLO subsidiaries." Rule 3a-7 under the Investment
Company Act is available to certain structured financing vehicles that are engaged in the business of holding financial assets that, by their terms, convert into cash within a finite time period and
that issue fixed income securities entitling holders to receive payments that depend primarily on the cash flows from these assets, provided that, among other things, the structured finance vehicle
does not engage in certain portfolio management practices resembling those employed by mutual funds. Accordingly, each of these CLO subsidiaries is subject to an indenture (or similar transaction
documents) that contains specific guidelines and restrictions limiting the discretion of the CLO subsidiary and its collateral manager. In particular, these guidelines and restrictions prohibit the
CLO subsidiary from acquiring and disposing of assets primarily for the purpose of recognizing gains or decreasing losses resulting from market value changes. Thus, a CLO subsidiary cannot acquire or
dispose of assets primarily to enhance returns to the owner of the equity in the CLO subsidiary; however, subject to this limitation, sales and purchases of assets may be made so long as doing so does
not violate guidelines contained in the CLO subsidiary's relevant transaction documents. A CLO subsidiary generally can, for example, sell an asset if the collateral manager believes that its credit
quality has declined since its acquisition or that the credit profile of the obligor will deteriorate and the proceeds of permitted dispositions may be reinvested in additional collateral, subject to
fulfilling the requirements set forth in Rule 3a-7 under the Investment Company Act and the CLO subsidiary's relevant transaction documents. As a result of these restrictions, our
CLO subsidiaries may suffer losses on their assets and we may suffer losses on our investments in those CLO subsidiaries.

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We
sometimes refer to KFH II, our subsidiary that relies on Section 3(c)(5)(C) of the Investment Company Act, as our "REIT subsidiary." Section 3(c)(5)(C) of the Investment
Company Act is available to companies that are primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate. While the SEC has not
promulgated rules to address precisely what is required for a company to be considered to be "primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and
interests in real estate," the SEC's Division of Investment Management, or the "Division," has taken the position, through a series of no-action and interpretive letters, that a company
may rely on Section 3(c)(5)(C) of the Investment Company Act if, among other things, at least 55% of the company's assets consist of mortgage loans and other assets that are considered the
functional equivalent of mortgage loans (collectively, "qualifying real estate assets"), and at least 25% of the company's assets consist of real estate-related assets (reduced by the excess of the
company's qualifying real estate assets over the required 55%), leaving no more than 20% of the company's assets to be invested in miscellaneous assets. The Division has also provided guidance as to
the types of assets that can be considered qualifying real estate assets. Because the Division's interpretive letters are not binding except as they relate to the companies to whom they are addressed,
if the Division were to change its position as to, among other things, what assets might constitute qualifying real estate assets our REIT subsidiary might be required to change its investment
strategy to comply with the changed position. We cannot predict whether such a change would be adverse.

Based
on current guidance, our REIT subsidiary classifies investments in mortgage loans as qualifying real estate assets, as long as the loans are "fully secured" by an interest in real
estate on which we retain the right to foreclose. That is, if the loan-to-value ratio of the loan is equal to or less than 100%, then the mortgage loan is considered to be a
qualifying real estate asset. Mortgage loans with loan-to-value ratios in excess of 100% are considered to be only real estate-related assets. Our REIT subsidiary considers
agency whole pool certificates to be qualifying real estate assets. Examples of agencies that issue whole pool certificates are the Federal National Mortgage Association, the Federal Home Loan
Mortgage Corporation and the Government National Mortgage Association. An agency whole pool certificate is a certificate issued or guaranteed as to principal and interest by the U.S. government or by
a federally chartered entity, which represents the entire beneficial interest in the underlying pool of mortgage loans. By contrast, an agency certificate that represents less than the entire
beneficial interest in the underlying mortgage loans is not considered to be a qualifying real estate asset, but is considered to be a real estate-related asset.

Most
non-agency mortgage-backed securities do not constitute qualifying real estate assets because they represent less than the entire beneficial interest in the related pool
of mortgage loans; however, based on Division guidance, where our REIT subsidiary's investment in non-agency mortgage-backed securities is the "functional equivalent" of owning the
underlying mortgage loans, our REIT subsidiary may treat those securities as qualifying real estate assets. Moreover, investments in mortgage-backed securities that do not constitute qualifying real
estate assets will be classified as real estate-related assets. Therefore, based upon the specific terms and circumstances related to each non-agency mortgage-backed security that our REIT
subsidiary owns, our REIT subsidiary will make a determination of whether that security should be classified as a qualifying real estate asset or as a real estate-related asset; and there may be
instances where a security is recharacterized from being a qualifying real estate asset to a real estate-related asset, or conversely, from being a real estate-related asset to being a qualifying real
estate asset based upon the acquisition or disposition or redemption of related classes of securities from the same securitization trust. If our REIT subsidiary acquires securities that, collectively,
receive all of the principal and interest paid on the related pool of underlying mortgage loans (less fees, such as servicing and trustee fees, and expenses of the securitization), and that subsidiary
has foreclosure rights with respect to those mortgage loans, then our REIT subsidiary will consider those securities, collectively, to be qualifying real estate assets. If another entity acquires any
of the securities that are expected to receive cash flow from the underlying

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mortgage
loans, then our REIT subsidiary will consider whether it has appropriate foreclosure rights with respect to the underlying loans and whether its investment is a first loss position in
deciding whether these securities should be classified as qualifying real estate assets. If our REIT subsidiary owns more than one subordinate class, then, to determine the classification of
subordinate classes other than the first loss class, our REIT subsidiary will consider whether such classes are contiguous with the first loss class (with no other classes absorbing losses after the
first loss class and before any other subordinate classes that our REIT subsidiary owns), whether our REIT subsidiary owns the entire amount of each such class and whether our REIT subsidiary would
continue to have appropriate foreclosure rights in connection with each such class if the more subordinate classes were no longer outstanding. If the answers to any of these questions is no, then our
REIT subsidiary would expect not to classify that particular class, or classes senior to that class, as qualifying real estate assets.

As
noted above, if the combined values of the investment securities issued by our subsidiaries that must rely on Section 3(c)(1) or Section 3(c)(7) of the Investment
Company Act, together with any other investment securities we may own, exceeds 40% of the value of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis,
we may be deemed to be an investment company. If we fail to maintain an exception, exemption or other exclusion from the Investment Company Act, we could, among other things, be required either
(i) to change substantially the manner in which we conduct our operations to avoid being subject to the Investment Company Act or (ii) to register as an investment company. Either of
these would likely have a material adverse effect on us, our ability to service our indebtedness and to make distributions on our shares, and on the market price of our shares and any other securities
we may issue. If we were required to register as an investment company under the Investment Company Act, we would become subject to substantial regulation with respect to our capital structure
(including our ability to use leverage), management, operations, transactions with certain affiliated persons (within the meaning of the Investment Company Act), portfolio composition (including
restrictions with respect to diversification and industry concentration) and other matters. Additionally, our Manager would have the right to terminate our management agreement. Moreover, if we were
required to register as an investment company, we would no longer be eligible to be treated as a partnership for United States federal income tax purposes. Instead, we would be classified as a
corporation for tax purposes and would be able to avoid corporate taxation only to the extent that we were able to elect and qualify as a regulated investment company ("RIC") under applicable tax
rules. Because our eligibility for RIC status would depend on our assets and sources of income at the time that we were required to register as an investment company, there can be no assurance that we
would be able to qualify as a RIC. If we were to lose partnership status and fail to qualify as a RIC, we would be taxed as a regular corporation. See "Partnership Tax
MattersQualifying Income Exception".

We
have not requested approval or guidance from the SEC or its staff with respect to our Investment Company Act determinations, including, in particular: our treatment of any subsidiary
as majority-owned; the compliance of any subsidiary with Section 3(c)(5)(C) of, or Rule 3a-7 under, the Investment Company Act, including any subsidiary's determinations with
respect to the consistency of its assets or operations with the requirements thereof; or whether our interests in one or more subsidiaries constitute investment securities for purposes of the 40%
test. If the SEC were to disagree with our treatment of one or more subsidiaries as being excepted from the Investment Company Act pursuant to Rule 3a-7 or
Section 3(c)(5)(C), with our determination that one or more of our other holdings do not constitute investment securities for purposes of the 40% test, or with our determinations as to the
nature of the business in which we engage or the manner in which we hold ourselves out, we and/or one or more of our subsidiaries would need to adjust our operating strategies or assets in order for
us to continue to pass the 40% test or register as an investment company, either of which could have a material adverse effect on us. Moreover, we may be required to adjust our operating strategy and
holdings, or to effect sales of our assets in a manner that, or at a time or price at which, we would not otherwise choose, if there are changes in the laws or rules governing our

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Investment
Company Act status or that of our subsidiaries, or if the SEC or its staff provides more specific or different guidance regarding the application of relevant provisions of, and rules under,
the Investment Company Act. Such guidance could provide additional flexibility, or it could further inhibit our ability, or the ability of a subsidiary, to pursue a chosen operating strategy, which
could have a material adverse effect on us.

If
the SEC or a court of competent jurisdiction were to find that we were required, but failed, to register as an investment company in violation of the Investment Company Act, we would
have to cease business activities, we would breach representations and warranties and/or be in default as to certain of our contracts and obligations, civil or criminal actions could be brought
against us, our contracts would be unenforceable unless a court were to require enforcement and a court could appoint a receiver to take control of us and liquidate our business, any or all of which
would have a material adverse effect on our business.

Risks Related to Ownership of Our Shares

Certain provisions of our operating agreement will make it difficult for third parties to acquire control of us and could deprive holders of our shares of the opportunity to
obtain a takeover premium for their shares.

Our operating agreement contains a number of provisions that could make it more difficult for a third party to acquire, or may
discourage a third party from acquiring, control of us. These provisions include, among others:



These
provisions, as well as other provisions in the operating agreement, may delay, defer or prevent a transaction or a change in control that might otherwise result in holders of our
shares obtaining a takeover premium for their shares.

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Certain provisions of the management agreement also could make it more difficult for third parties to acquire control of us by various means, including
limitations on our right to terminate the management agreement and a requirement that, under certain circumstances, we make a substantial payment to the Manager in the event of a termination.

We may issue additional debt and equity securities which are senior to our common shares as to distributions and upon our dissolution, which could materially adversely
affect the market price of our shares.

In the future, we may attempt to increase our capital resources by entering into additional debt or debt-like financings
that are secured by all or some of our assets, or issuing debt or equity securities, which could include issuances of secured liquidity notes, medium-term notes, senior notes, subordinated
notes or preferred and common shares. In the event of our dissolution, liabilities of our creditors, including our lenders and holders of our debt securities, would be satisfied from our available
assets in priority to distributions to holders of our common or preferred shares. Any preferred shares may have a preference over our common shares with respect to distributions made at the discretion
of our board of directors, which could further limit our ability to make distributions to holders of our common shares. Because our decision to incur debt and issue shares in any future offerings will
depend on the terms of our operating agreements, market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings or our
future debt and equity financings. Further, market conditions
could require us to accept less favorable terms for the issuance of our securities in the future, including, but not limited to, issuing common shares at a discount to market value. Accordingly,
holders of our shares and of any securities we may issue whose value is linked to the value of our shares will bear the risk of our future offerings reducing the value of their shares or any such
other securities and diluting their interest in us. In addition, we can change our leverage strategy and investment policies from time to time without approval of holders of any of our shares, which
could adversely affect the market price of our shares.

Our board of directors has broad authority to change many of the terms of our shares without the approval of holders of our shares.

Our operating agreement gives our board of directors broad authority to effect amendments to the provisions of our operating agreement
that could change many of the terms of our shares without the consent of holders of our shares. As a result, our board of directors may, without the approval of holders of our shares, make changes to
many of the terms of our shares that are adverse to the holders of our shares.

Our board of directors has full authority and discretion over distributions on our shares and it may decide to reduce or eliminate distributions at any time, which may
adversely affect the market price for our shares and any other securities we may issue.

Our board of directors has full authority and sole discretion to determine whether or not a distribution will be declared and paid, and
the amount and timing of any distribution that may be paid, to holders of our shares and (unless otherwise provided by our board of directors if and when it establishes the terms of any new class or
series of our shares) any other class or series of shares we may issue in the future. Our board of directors may, in its sole discretion, determine to reduce or eliminate distributions on our common
shares and (unless otherwise so provided by our board of directors) any other class or series of shares we may issue in the future, which may have a material adverse effect on the market price of our
shares, any such other shares and any other securities we may issue. In addition, in computing United States federal income tax liability for a taxable year, each holder of our shares will be required
to take into account its allocable share of items of our income, gain, loss, deduction and credit for our taxable year ending within or with such holder's taxable year,

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regardless
of whether such holder has received any distributions. As a result, it is possible that a holder's United States federal income tax liability with respect to its allocable share of these
items in a particular taxable year could exceed the cash distributions received by such holder.

In
addition, as discussed above under "Risks Related to our Organization and StructureThe terms of our indebtedness may restrict our ability to make future distributions and
impose limitations on our current and future operations," our credit facility includes covenants that restricts our ability to make distributions on, and to redeem or repurchase, our shares, including
a prohibition on distributions on, and redemptions and repurchases of, our shares if an event of default, or certain events that with notice or passage of time or both would constitute an event of
default, under the credit facility occur and a requirement that we maintain a specified minimum level of consolidated tangible net worth. In addition, our credit facility contains a covenant which
limits our ability to make distributions to our shareholders in an amount in excess of 50% of our annual taxable income.

Our failure to pay quarterly distributions to holders of our common shares could cause the market price of our common shares to decline significantly.

On November 29, 2009, our board of directors declared a cash distribution of $0.05 per common share that was paid on
December 21, 2009 to common shareholders of record as of December 7, 2009. On February 4, 2010, our board of directors declared a cash distribution of $0.07 per common share. The
distribution is payable on March 4, 2010 to common shareholders of record as of the close of business on February 18, 2010.

Our
ability to pay quarterly distributions will be subject to, among other things, general business conditions, our financial results, the impact of paying distributions on our credit
ratings, and legal and contractual restrictions on the payment of distributions, including restrictions imposed by our Credit Agreement. Any reduction or discontinuation of quarterly distributions
could cause the market price of our common shares to decline significantly. Our payment of distributions to holders of our common shares may in certain future quarters also result in upward
adjustments to the conversion rate of the 7.5% Notes and the 7.0% Notes. Moreover, in the event our payment of quarterly distributions is reduced or discontinued, our failure or inability to resume
paying distributions could result in a persistently low market valuation of our common shares.

Risks Related to Our Management and Our Relationship with Our Manager

We are highly dependent on our Manager and may not find a suitable replacement if our Manager terminates the Management Agreement.

We have no employees. Our Manager, and its officers and employees, allocate a portion of their time to businesses and activities that
are not related to, or affiliated with, us and, accordingly, do not spend all of their time managing our activities and our investment portfolio. We expect that the portion of our Manager's time that
is allocated to other businesses and activities will increase in the future as our Manager and KKR expand their investment focus to include additional investment vehicles, including vehicles which
compete more directly with us, which time allocations may be material. We have no separate facilities and are completely reliant on our Manager, which has significant discretion as to the
implementation and execution of our business and investment strategies and our risk management practices. We are also subject to the risk that our Manager will terminate the management agreement and
that no suitable replacement will be found. We believe that our success depends to a significant extent upon the experience of our Manager's executive officers, whose continued service is not
guaranteed.

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The departure of any of the senior management and investment professionals of our Manager or the loss of our access to KKR's senior management and investment professionals
may adversely affect our ability to achieve our investment objectives.

We depend on the diligence, skill and network of business contacts of the senior management and investment professionals of our
Manager. We also depend on our Manager's access to the investment professionals and senior management of KKR and the information and deal flow generated by the KKR investment professionals and senior
management during the normal course of their investment and portfolio management activities. The senior management and the investment professionals of our Manager evaluate, negotiate, structure, close
and monitor our investments. Our future success will depend on the continued service of the senior management team and investment professionals of our Manager. The departure of any of the senior
management or investment professionals of our Manager, or of a significant number of the investment professionals or senior management of KKR, could have a material adverse effect on our ability to
achieve our investment objectives. In addition, we can offer no assurance that our Manager will remain our Manager or that we will continue to have access to KKR's investment professionals or senior
management or KKR's information and deal flow.

If our Manager ceases to be our manager pursuant to the Management Agreement, financial institutions providing our credit facilities may not provide future financing to us.

The financial institutions that finance our investments may require that our Manager continue to manage our operations pursuant to the
management agreement as a condition to making continued advances to us under these credit facilities. Additionally, if our Manager ceases to be our manager, each of these financial institutions under
these credit facilities may terminate their facility and their obligation to advance funds to us in order to finance our current and future investments. If our Manager ceases to be our manager for any
reason and we are not able to continue to obtain financing under these or suitable replacement credit facilities, our growth may be limited or we may be forced to sell our investments at a loss.

Our board of directors has approved very broad Investment Guidelines for our Manager and does not approve individual investment decisions made by our Manager except in
limited circumstances.

Our Manager is authorized to follow very broad Investment Guidelines and, as described above, in connection with the conversion
transaction, these Investment Guidelines were revised to provide even greater latitude to our Manager with respect to certain matters relating to transactions with our affiliates. Our directors
periodically review and approve our Investment Guidelines. Our board of directors does not approve any individual investments, other than approving a limited set of transactions with affiliates that
require the pre-approval of the Affiliated Transactions Committee of our board of directors. Furthermore, transactions entered into by our Manager may be difficult or impossible to
terminate or unwind. Our Manager has material latitude within the broad parameters of the Investment Policies in determining the types of assets it may decide are proper investments for us.

Certain of our investments may create a conflict of interest with KKR and other affiliates and may expose us to additional certain legal risks.

Subject to complying with our Investment Policies and the charter of the Affiliated Transactions Committee of our board of directors, a
core element of our business strategy is that our Manager will at times cause us to invest in corporate leveraged loans, high yield securities and equity securities of companies affiliated with KKR,
provided that such investments meet our requirements.

To
the extent KKR is the owner of a majority of the outstanding equity securities of such companies, KKR may have the ability to elect all of the members of the board of directors of a
company we invest in and thereby control its policies and operations, including the appointment of

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management,
future issuances of shares or other securities, the payments of dividends, if any, on its shares, the incurrence of debt by it, amendments to its certificate of incorporation and bylaws
and entering into extraordinary transactions, and KKR's interests may not in all cases be aligned with the interests of the holders of the securities we own. In addition, with respect to companies in
which we have an equity investment, to the extent that KKR is the controlling shareholder it may be able to determine the outcome of all matters requiring shareholder approval and will generally be
able to cause or prevent a change of control of a company we invest in or a change in the composition of its board of directors and could preclude any unsolicited acquisition of that company
regardless as to whether we agree with such determination. So long as KKR continues to own a significant amount of the voting power of a company we invest in, even if such amount is less than 50%, it
will continue to influence strongly, or effectively control, that company's decisions. Our interests with respect to the management, investment decisions, or operations of those companies may at times
be in conflict with those of KKR. In addition, to the extent that affiliates of our Manager or KKR invest in companies in which we have an investment, similar conflicts between our interests and
theirs may arise. In addition, our Manager has implemented policies and procedures to mitigate potential conflicts of interest, which policies impose limitations on our ability to make certain
investments in companies affiliated with KKR.

Our
interests and those of KKR may at times be in conflict because the CLO issuers in which we invest hold corporate leveraged loans the obligors on which are KKR-affiliated
companies. KKR may have an interest in causing such companies to pursue acquisitions, divestitures exchange offers, debt restructurings and other transactions that, in KKR's judgment, could enhance
its equity investment, even though such transactions might involve risks to holders of indebtedness, which include our CLO issuers. For example, KKR could cause a company that is the obligor on a loan
held by one of our CLO issuers to make acquisitions that increase its indebtedness or to sell revenue generating assets, thereby potentially decreasing the ability of the company to repay its debt. In
cases where a company's debt undergoes a restructuring, the interests of KKR as an equity investor and our CLO issuers as debt investors may diverge, and KKR may have an interest in pursuing a
restructuring strategy that benefits the equity holders to the detriment of the lenders, such as our CLO issuers. This risk may be exacerbated in the current economic environment given reduced
liquidity available for debt refinancing, among other factors.

If
a KKR-affiliated company were to file for bankruptcy or similar action, we face the risk that a court may subordinate our debt investment in such company to the claims of
more junior debt holders or may recharacterize our investment as an equity investment. Any such action by a court would have a material adverse impact on the value of these investments.

The incentive fee provided for under the Management Agreement may induce our Manager to make certain investments, including speculative investments.

The management compensation structure to which we have agreed with our Manager may cause our Manager to invest in high risk investments
or take other risks. In addition to its base management fee, our Manager is entitled to receive incentive compensation based in part upon our achievement of specified levels of net income. In
evaluating investments and other management strategies, the opportunity to earn incentive compensation based on net income may lead our Manager to place undue emphasis on the maximization of net
income at the expense of other criteria, such as preservation of capital, maintaining sufficient liquidity, and/or management of credit risk or market risk, in order to achieve higher incentive
compensation. Investments with higher yield potential are generally riskier or more speculative. In addition, the Compensation Committee of our board of directors may make grants of options and
restricted shares to our Manager in the future and the factors considered by the Compensation Committee in making these grants may include performance

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related
factors which may also induce our Manager to make investments that are riskier or more speculative. This could result in increased risk to the value of our investment portfolio.

There are various potential conflicts of interest in our relationship with our Manager and its affiliates, including KKR, which could result in decisions that are not in the
best interests of holders of our shares.

We are subject to potential conflicts of interest arising out of our relationship with our Manager and its affiliates. As of
December 31, 2009, our Manager and its affiliates collectively owned approximately 8.5% of our outstanding common shares on a fully diluted basis. In addition, as of December 31, 2009
our chairman, Paul M. Hazen, who serves as a member of our Manager's investment committee beneficially owned approximately 0.8% of our outstanding common shares on a fully diluted basis, and two of
our directors, Scott C. Nuttall, who is an executive at KKR and until February 2009 served as a member of our Manager's investment committee and William C. Sonneborn, who is an executive at KKR and
serves as a member of our Manager's investment committee, beneficially owned approximately 0.8% and 0.7% of our outstanding common shares on a fully diluted basis, respectively. For purposes of
computing the percentage of shares of our outstanding common shares beneficially owned as of December 31, 2009 by any person or persons on a fully diluted basis, we define beneficial ownership
to include securities actually owned by a person or persons and securities over which that person or persons have or share voting or dispositive control, and we have based that calculation on our
common shares and options to purchase our common shares outstanding as of December 31, 2009 and have assumed the exercise of all options to purchase our common shares beneficially owned by such
person or persons, as the case may be. Our management agreement with our Manager was negotiated between related parties, and its terms, including fees payable, may not be as favorable to us as if it
had been negotiated with an unaffiliated third party. Pursuant to the management agreement, our Manager will not assume any responsibility other than to render the
services called for thereunder and will not be responsible for any action of our board of directors in following or declining to follow its advice or recommendations. The management agreement provides
that our Manager, its members, managers, officers and employees will not be liable to us, any subsidiary of ours, our directors, holders of our shares or any subsidiary's shareholders for acts or
omissions pursuant to or in accordance with the management agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence, or reckless disregard of their duties under
the management agreement. Pursuant to the management agreement, we have agreed to indemnify our Manager and its members, managers, officers and employees and each person controlling our Manager with
respect to all expenses, losses, damages, liabilities, demands, charges and claims arising from acts or omissions of such indemnified party not constituting bad faith, willful misconduct, gross
negligence, or reckless disregard of duties, performed in good faith in accordance with and pursuant to the management agreement.

As
noted above, our Manager will at times cause us to invest in loans and securities of companies affiliated with KKR, provided that such investments meet our requirements, and the terms
of which such investments are made may not be as favorable as if they were negotiated with unaffiliated third parties. In addition, from time to time, the Manager may cause us to buy loans or
securities from, or to sell loans or securities to, other clients of KKR or its affiliates. The Manager has implemented policies and procedures to mitigate conflicts of interest in such transactions.

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The parent company of the Manager recently furnished information to the SEC, in response to an examination letter sent to a number of investment advisers in the
structured credit product sector, regarding its trading procedures and valuation practices in the collateral pools of CLOs for which it acts as collateral manager.

Affiliates of our Manager and KKR compete with us and there may be conflicts arising from allocation of investment opportunities.

Our management agreement with our Manager does not prevent our Manager and its affiliates from engaging in additional management or
investment opportunities. While the management agreement generally restricts our Manager and its affiliates from raising, sponsoring or advising any new investment fund, company or other entity,
including a REIT, that invests primarily in domestic mortgage-backed securities, this restriction is of significantly less relevance since the May 4, 2007 restructuring pursuant to which we
succeeded KKR Financial Corp., as we have not elected to be taxed as a REIT for United States federal income tax purposes and therefore will not be limited to investing in assets that would be
qualifying assets for a REIT under the Code. In addition, the management agreement provides that, for purposes of the foregoing limitation, any portfolio company of any private equity fund controlled
by KKR shall not be deemed to be an affiliate of our Manager. As a result, our Manager and its affiliates, including KKR, currently are engaged in and may in the future engage in management or
investment opportunities that have overlapping objectives with us. In particular, affiliates of our Manager currently manage a separate investment fund and separately
managed accounts that invest in the same non-mortgage-backed securities investments that we invest in, including other fixed income investments. With respect to these entities and any
other competing entities established in the future, our Manager and its affiliates will face conflicts in the allocation of investment opportunities. Such allocation is at the discretion of our
Manager in accordance with our Manager's allocation policies and procedures. However, there is no guarantee that this allocation would be made in the best interests of holders of our shares or any
other securities we may issue.

We compete with other investment entities affiliated with KKR for access to KKR's investment professionals.

KKR and its affiliates manage several private equity funds, and we believe that KKR and its affiliates will establish and manage other
investment entities in the future. Certain of these investment entities have, and any newly created entities may have, an investment focus similar to our focus, and as a result we compete with those
entities and will compete with any such newly created entities for access to the benefits that our relationship with KKR provides to us. Our ability to continue to engage in these types of
opportunities in the future depends, to a significant extent, on competing demands for these investment opportunities by other investment entities established by KKR and its affiliates. To the extent
that we and other KKR affiliated entities or related parties compete for investment opportunities, there can be no assurances that we will get the best of those opportunities or that the performance
of the investments allocated to us, even within the same asset classes, will perform as favorably as those allocated to others.

Termination by us of the management agreement with our Manager is difficult and costly.

The management agreement expires on December 31 of each year, but is automatically renewed for a one-year term on
each December 31 unless terminated upon the affirmative vote of at least two-thirds of our independent directors, or by a vote of the holders of a majority of our outstanding common
shares, based upon (i) unsatisfactory performance by our Manager that is materially detrimental to us or (ii) a determination that the management fee payable to our Manager is not fair,
subject to our Manager's right to prevent such a termination under this clause (ii) by accepting a mutually acceptable reduction of management fees. Our Manager must be provided with
180 days' prior written notice of any such termination and will be paid a termination fee equal to four times the

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sum
of the average annual base management fee and the average annual incentive fee for the two 12-month periods immediately preceding the date of termination, calculated as of the end of
the most recently completed fiscal quarter prior to the date of termination. These provisions
would result in substantial cost to us if we terminate the management agreement, thereby adversely affecting our ability to terminate our Manager.

Our access to confidential information may restrict our ability to take action with respect to some investments, which, in turn, may negatively affect our results of
operations.

We, directly or through our Manager, may obtain confidential information about the companies in which we have invested or may invest.
If we do possess confidential information about such companies, there may be restrictions on our ability to make, dispose of, increase the amount of, or otherwise take action with respect to, an
investment in those companies. Our relationship with KKR could create a conflict of interest to the extent our Manager becomes aware of inside information concerning investments or potential
investment targets. We have implemented compliance procedures and practices designed to ensure that inside information is not used for making investment decisions on our behalf. We cannot assure our
shareholders, however, that these procedures and practices will be effective. In addition, this conflict and these procedures and practices may limit the freedom of our Manager to make potentially
profitable investments, which could have an adverse effect on our results of operations. Conversely, we may pursue investments without obtaining access to confidential information otherwise in the
possession of KKR or one of its affiliates, which information, if reviewed, might otherwise impact our judgment with respect to such investments.

Our Manager's liability is limited under the management agreement, and we have agreed to indemnify our Manager against certain liabilities.

Pursuant to the management agreement, our Manager will not assume any responsibility other than to render the services called for
thereunder in good faith and will not be responsible for any action of our board of directors in following or declining to follow its advice or recommendations. Our Manager and its members, managers,
officers and employees will not be liable to us, any subsidiary of ours, our directors, our shareholders or any subsidiary's shareholders for acts or omissions pursuant to or performed in accordance
with the management agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence, or reckless disregard of their duties under the management agreement. Pursuant to
the management agreement, we have agreed to indemnify our Manager and its members, managers, officers and employees and each person controlling our Manager with respect to all expenses, losses,
damages, liabilities, demands, charges and claims arising from acts or omissions of such indemnified party not constituting bad faith, willful misconduct, gross negligence, or reckless disregard of
duties, performed in good faith in accordance with and pursuant to the management agreement.

Tax Risks

Holders of our common shares will be subject to United States federal income tax and generally other taxes, such as state, local and foreign income tax, on their share of
our taxable income, regardless of whether or when they receive any cash distributions from us, and may recognize income in excess of our cash distributions.

We intend to continue to operate so as to qualify, for United States federal income tax purposes, as a partnership and not as an
association or a publicly traded partnership taxable as a corporation. Holders of our common shares are subject to United States federal income taxation and generally other taxes, such as state, local
and foreign income taxes, on their allocable share of our items of income, gain, deduction, and credit, regardless of whether or when they receive cash distributions. In addition, certain of our
investments, including investments in certain foreign corporate subsidiaries,

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CLO
issuers, including those treated as partnerships or disregarded as a separate entity from us for United States federal income tax purposes, and debt securities, may produce taxable income without
corresponding distributions of cash to us or produce taxable income prior to or following the receipt of cash relating to such income. Those investments typically produce ordinary income on a current
basis, but any losses we would recognize from those investments would typically be treated as capital losses. In addition, we have recognized and may recognize in the future cancellation of
indebtedness income upon the retirement of our debt at a discount. Consequently, in some taxable years, holders of our common shares may recognize taxable income in excess of our cash distributions,
and holders may be allocated capital losses either in the same or future years that cannot be used to offset such taxable income. Furthermore, even if we did not pay cash distributions with respect to
a taxable year, holders of our common shares would still have a tax liability attributable to their allocation of our taxable income.

If we fail to satisfy the "qualifying income exception," all of our income will be subject to an entity-level tax, which could result in a material reduction in cash flow
and after-tax return for holders of our common shares and thus could result in a substantial reduction in the value of our common shares and any other securities we may issue.

We intend to continue to operate so as to qualify as a partnership, and not as an association or a publicly traded partnership taxable
as a corporation, for United States
federal income tax purposes. In general, if a partnership is "publicly traded" (as defined in the Code), it will be treated as a corporation for United States federal income tax purposes. A publicly
traded partnership will, however, be taxed as a partnership, and not as a corporation, for United States federal income tax purposes, so long as it is not required to register under the Investment
Company Act and at least 90% of its gross income for each taxable year constitutes "qualifying income" within the meaning of Section 7704(d) of the Code. We refer to this exception as the
"qualifying income exception." Qualifying income generally includes rents, dividends, interest (to the extent such interest is neither derived from the "conduct of a financial or insurance business"
nor based, directly or indirectly, upon "income or profits" of any person), income and gains derived from certain activities related to minerals and natural resources, and capital gains from the sale
or other disposition of stocks, bonds and real property. Qualifying income also includes other income derived from the business of investing in, among other things, stocks and securities.

If
we fail to satisfy the "qualifying income exception" described above, items of income, gain, loss, deduction and credit would not pass through to holders of our common shares and such
holders would be treated for United States federal (and certain state and local) income tax purposes as shareholders in a corporation. In such case, we would be required to pay income tax at regular
corporate rates on all of our income. In addition, we would likely be liable for state and local income and/or franchise taxes on all of our income. Distributions to holders of our common shares would
constitute ordinary dividend income taxable to such holders to the extent of our earnings and profits, and these distributions would not be deductible by us. If we were taxable as a corporation, it
could result in a material reduction in cash flow and after-tax return for holders of our common shares and thus could result in a substantial reduction in the value of our common shares
and any other securities we may issue.

Because
we are not taxed as a REIT, we are not subject to the same distribution requirements to which our predecessor, KKR Financial Corp., was subject and therefore we may distribute a
lower percentage of our taxable income to the holders of our shares.

As
a REIT, KKR Financial Corp. was required to distribute at least 90% of its taxable income (subject to certain adjustments) to its shareholders each year in order to maintain its
status as a REIT. Because we are not taxed as a REIT, we are not subject to the 90% distribution requirement and our board of directors may therefore determine to distribute a smaller amount of any
taxable income we generate to holders of our shares than we would be required to distribute if we were taxed as a REIT.

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Complying with certain tax-related requirements may cause us to forego otherwise attractive business or investment opportunities.

To be treated as a partnership for United States federal income tax purposes, and not as an association or publicly traded partnership
taxable as a corporation, we must satisfy the qualifying income exception, which requires that at least 90% of our gross income each taxable year consist of interest, dividends, capital gains and
other types of "qualifying income." Interest income will not be qualifying income for the qualifying income exception if it is derived from "the conduct of a financial or insurance business." This
requirement limits our ability to originate loans or acquire loans originated by our Manager and its affiliates. In order to comply with this requirement, we (or our subsidiaries) may be required to
invest through foreign or domestic corporations or forego attractive business or investment opportunities. Thus, compliance with this requirement may adversely affect our return on our investments and
results of operations.

Holders of our common shares may recognize gain for United States federal income tax purposes when we sell assets that cause us to recognize a loss for financial reporting
purposes.

We have elected under Section 754 of the Code to adjust the tax basis in all or a portion of our assets upon certain events,
including the sale of our common shares. Because our holders are treated as having differing tax bases in our assets, a sale of an asset by us may cause holders to recognize different amounts of gain
or loss or may cause some holders to recognize a gain and others to recognize a loss. Depending on when our holders purchased our common shares and the fair market value of our assets at that time,
our holders may recognize gain for United States federal income tax purposes from the sale of certain of our assets even though the sale would cause us to recognize a loss for financial accounting
purposes.

The ability of holders of our common shares to deduct certain expenses incurred by us may be limited.

In general, expenses incurred by us that are considered "miscellaneous itemized deductions" may be deducted by a holder of our common
shares that is an individual, estate or trust only to the extent that such holder's allocable share of those expenses, along with the holder's other miscellaneous itemized deductions, exceed, in the
aggregate, 2% of such holder's adjusted gross income. In addition, these expenses are also not deductible in determining the alternative minimum tax liability of a holder. There are also limitations
on the deductibility of itemized deductions by individuals whose adjusted gross income exceeds a specified amount, adjusted annually for inflation. We anticipate that management fees that we pay to
our Manager and certain other expenses incurred by us will constitute miscellaneous itemized deductions. A holder's inability to deduct all or a portion of such expenses could result in an amount of
taxable income to such holder with respect to us that exceeds the amount of cash actually distributed to such holder for the year.

Holders of our common shares may recognize a greater taxable gain (or a smaller tax loss) on a disposition of our common shares than expected because of the treatment of
debt under the partnership tax accounting rules.

We will incur debt for a variety of reasons, including for acquisitions as well as other purposes. Under partnership tax accounting
principles (which apply to us), our debt is generally allocable to holders of our common shares, who will realize the benefit of including their allocable share of the debt in the tax basis of their
common shares. The tax basis in our common shares will be adjusted for, among other things, distributions of cash and allocations of our losses, if any. At the time a holder of our common shares later
sells its common shares, the holder's amount realized on the sale will include not only the sales price of the common shares but also will include such holder's portion of debt allocable to those
common shares (which is treated as proceeds from the sale of those common shares). Depending on the nature of our activities after having incurred the debt, and the utilization of the

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borrowed
funds, a later sale of our common shares could result in a larger taxable gain (or a smaller tax loss) than anticipated.

We could incur a significant tax liability if the IRS successfully asserts that the "anti-stapling" rules apply to certain of our subsidiaries, which could
result in a reduction in cash flow and after-tax return for holders of common shares and thus could result in a reduction of the value of those common shares.

If we were subject to the "anti-stapling" rules of Section 269B of the Code, we would incur a significant tax
liability as a result of owning (i) more than 50% of the value of both a domestic corporate subsidiary and a foreign corporate subsidiary, or (ii) more than 50% of both a REIT and a
domestic or foreign corporate subsidiary. If the "anti-stapling" rules applied, our foreign corporate subsidiaries would be treated as domestic corporations, which would cause those
entities to be subject to United States federal corporate income taxation, and any REIT subsidiary would be treated as a single entity with our domestic and foreign corporate subsidiaries for purposes
of the REIT qualification requirements, which could result in the REIT subsidiary failing to qualify as a REIT and being subject to United States federal corporate income taxation. Currently, we have
one subsidiary taxed as a REIT (KFH II), two foreign corporate subsidiaries (TRS Holdings Ltd. and KFH Ltd.), and four domestic corporate subsidiaries (PEI VII, PE I, PE II,
KFH, Inc.). Because we own, or are treated as owning, a substantial proportion of our assets directly for United States federal income tax purposes, we do not believe that the
"anti-stapling" rules have applied or will apply. However, there can be no assurance that the IRS would not successfully assert a contrary position, which could result in a reduction in
cash flow and after-tax return for holders of common shares and thus could result in a reduction of the value of those shares.

Tax-exempt holders of our common shares will likely recognize significant amounts of "unrelated business taxable income."

An organization that is otherwise exempt from United States federal income tax is nonetheless subject to taxation with respect to its
"unrelated business taxable income" ("UBTI"). Because we have incurred "acquisition indebtedness" with respect to certain equity and debt securities we hold (either directly or indirectly through
subsidiaries that are treated as partnerships or disregarded for United States federal income tax purposes), a proportionate share of a holder's income from us with respect to such securities will be
treated as UBTI. Accordingly, tax-exempt holders of our shares will likely recognize significant amounts of UBTI. Tax-exempt holders of our shares are strongly urged to consult
their tax advisors regarding the tax consequences of owning our shares.

There can be no assurance that we will not enter into additional lines of business that would generate income that is treated as effectively connected income or that the IRS
will not assert successfully that some portion of our income is properly treated as effectively connected income with respect to non-United States holders of our common shares.

While it is expected that our current method of operation will not result in the generation of significant amounts of income treated as
effectively connected with the conduct of a United States trade or business with respect to non-United States holders of our shares, there can be no assurance that we will not enter into
additional lines of business that would generate income treated as effectively connected with the conduct of a United States trade or business or that the IRS will not assert successfully that some
portion of our income is properly treated as effectively connected income with respect to such non-United States holders. To the extent our income is treated as effectively connected
income, non-United States holders generally would be required to (i) file a United States federal income tax return for such year reporting their allocable portion, if any,
of our income or loss effectively connected with such trade or business and (ii) pay United States federal income tax at regular United States tax rates on any such income.
Non-United States holders that are corporations

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also
would be required to pay branch profits tax at a 30% rate (or lower rate provided by applicable treaty). We may be required to withhold from distributions made to our non-United
States holders on amounts that are attributable to certain types of effectively connected income.

Although we anticipate that our foreign corporate subsidiaries will not be subject to United States federal income tax on a net basis, no assurance can be given that such
subsidiaries will not be subject to United States federal income tax on a net basis in any given taxable year.

We anticipate that our foreign corporate subsidiaries, including TRS Holdings Ltd. and KFH, Ltd., will generally continue
to conduct their activities in such a way as not to be deemed to be engaged in a United States trade or business and not to be subject to United States federal income tax. There can be no assurance,
however, that our foreign corporate subsidiaries will not pursue investments or engage in activities that may cause them to be engaged in a United States trade or business. Moreover, there can be no
assurance that as a result of any change in applicable law, treaty, rule or regulation or interpretation thereof, the activities of any of our foreign corporate subsidiaries would not become subject
to United States federal income tax. Further, there can be no assurance that unanticipated activities of our foreign subsidiaries would not cause such subsidiaries to become subject to United States
federal income tax. If any of our foreign corporate subsidiaries became subject to United States federal income tax (including the United States branch profits tax), it would significantly reduce the
amount of cash available for distribution to us, which in turn could have an adverse impact on the value of our shares and any other securities we may issue. Our foreign corporate subsidiaries are
generally not expected to be subject to United States federal income tax on a net basis, and such subsidiaries may receive income that is subject to withholding taxes imposed by the United States or
other countries.

Certain of our investments may subject us to United States federal income tax and could have negative tax consequences for our shareholders.

A portion of our distributions likely will constitute "excess inclusion income." Excess inclusion income is generated by residual
interests in REMICs and taxable mortgage pool arrangements owned by REITs. We own through a disregarded entity a small number of REMIC residual interests. In addition, KFH II has entered into
financing arrangements that are treated as taxable mortgage pools. We will be taxable at the highest corporate income tax rate on any excess inclusion income from a REMIC residual interest that is
allocable to the percentage of our shares held in record name by disqualified organizations. Although the law is not clear, we may also be subject to that tax if the excess inclusion income arises
from a taxable mortgage pool arrangement owned by a REIT in which we invest. Disqualified organizations are generally certain cooperatives, governmental entities and tax-exempt
organizations that are exempt from unrelated business taxable income (including certain state pension plans and charitable remainder trusts). They are permitted to own our shares. Because this tax
would be imposed on us, all of the holders of our shares, including holders that are not disqualified organizations, would bear a portion of the tax cost associated with our ownership of REMIC
residual interests and with the classification of any of our REIT subsidiaries or a portion of the assets of any of our REIT subsidiaries as a taxable mortgage pool. A regulated investment company or
other pass-through entity owning our shares may also be subject to tax at the highest corporate rate on any excess inclusion income allocated to their record name owners that are
disqualified organizations. Nominees who hold our common shares on behalf of disqualified organizations also potentially may be subject to this tax.

Excess
inclusion income cannot be offset by losses of our shareholders. If the shareholder is a tax-exempt entity and not a disqualified organization, then this income would
be fully taxable as UBTI under Section 512 of the Code. If the shareholder is a foreign person, it would be subject to United

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States
federal income tax withholding on this income without reduction or exemption pursuant to any otherwise applicable income tax treaty.

Dividends paid by, and certain income inclusions derived with respect to our ownership of, KFH II and foreign corporate subsidiaries will not qualify for the reduced tax
rates generally applicable to corporate dividends paid to taxpayers taxed at individual rates.

Tax legislation enacted in 2003 and 2006 reduced the maximum United States federal income tax rate on certain corporate dividends
payable to taxpayers taxed at individual rates to 15% through 2010. Dividends payable by, or certain income inclusions derived with respect to the ownership of, passive foreign investment companies
("PFICs"), certain controlled foreign corporations ("CFCs"), and REITs, however, are generally not eligible for the reduced rates. We have treated and intend to continue to treat our foreign corporate
subsidiaries as the type of CFCs whose income inclusions are not eligible for lower tax rates on dividend income. Although this legislation does not generally change the taxation of our foreign
corporate subsidiaries and REITs, the more favorable rates applicable to regular corporate dividends could cause investors taxed at individual rates to perceive investments in PFICs, CFCs or REITs, or
in companies such as us, whose holdings include foreign corporations and REITs, to be relatively less attractive than holdings in the stocks of non-CFC, non-PFIC and
non-REIT corporations that pay dividends, which could adversely affect the value of our shares and any other securities we may issue.

Ownership limitations in the operating agreement that apply so long as we own an interest in a REIT, such as KFH II, may restrict a change of control in which our holders
might receive a premium for their shares.

In order for KFH II to continue to qualify as a REIT, no more than 50% in value of its outstanding capital stock may be owned, directly
or indirectly, by five or fewer individuals during the last half of any calendar year and its shares must be beneficially owned by 100 or more persons during at least 335 days of a taxable year
of 12 months or during a proportionate part of a shorter taxable year. "Individuals" for this purpose include natural persons, private foundations, some employee benefit plans and trusts, and
some charitable trusts. We intend for KFH II to be owned, directly or indirectly, by us and by holders of the preferred shares issued by KFH II. In order to preserve the REIT status of KFH II and any
future REIT subsidiary, the operating agreement generally prohibits, subject to exceptions, any person from beneficially owning or constructively owning shares in excess of 9.8% in value or in number
of our outstanding shares, excluding shares not treated
as outstanding for United States federal income tax purposes, whichever is more restrictive. This restriction may be terminated by our board of directors if it determines that it is no longer in our
best interests for KFH II to continue to qualify as a REIT under the Code or that compliance with those restrictions is no longer required to qualify as a REIT, and our board of directors may also, in
its sole discretion, exempt a person from this restriction.

The
ownership limitation could have the effect of discouraging a takeover or other transaction in which holders of our shares might receive a premium for their shares over the then
prevailing market price or which holders might believe to be otherwise in their best interests.

The failure of KFH II to qualify as a REIT would generally cause it to be subject to United States federal income tax on its taxable income, which could result in a material
reduction in cash flow and after-tax return for holders of our shares and thus could result in a reduction of the value of those shares and any other securities we may issue.

We intend that KFH II will continue to operate in a manner so as to qualify to be taxed as a REIT for United States federal income tax
purposes. No ruling from the IRS, however, has been or will be sought with regard to the treatment of KFH II as a REIT for United States federal income tax purposes, and its ability to qualify as a
REIT depends on its satisfaction of certain asset, income,

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organizational,
distribution, shareholder ownership and other requirements on a continuing basis. Accordingly, no assurance can be given that KFH II will satisfy such requirements for any particular
taxable year. If KFH II were to fail to qualify as a REIT in any taxable year, it would be subject to United States federal income tax, including any applicable alternative minimum tax, on its net
taxable income at regular corporate rates, and distributions would not be deductible by it in computing its taxable income. Any such corporate tax liability could be substantial and could materially
reduce the amount of cash available for distribution to us, which in turn would materially reduce the amount of cash available for distribution to holders of our shares and could have an adverse
impact on the value of those shares and any other securities we may issue. Unless entitled to relief under certain Code provisions, KFH II also would be disqualified from taxation as a REIT for the
four taxable years following the year during which they ceased to qualify as REITs.

Holders of our common shares may be required to file tax returns or withholding of tax may be required in state, local and foreign jurisdictions in which we do business or
own property.

Holders of our common shares may be required to file tax returns in state, local and foreign jurisdictions in which we do business or
own property. A holder may not be required to file a return and pay taxes in some jurisdictions because the holder's income from that jurisdiction falls below the filing and payment
requirement. A holder may be subject to penalties for failure to file any tax returns that are required. In some jurisdictions, tax losses may not produce a tax benefit in the year incurred and may
not be available to offset income in subsequent taxable years.

The IRS Schedules K-1 we will provide will be significantly more complicated than the IRS Forms 1099 provided by REITs and regular corporations,
and holders of our common shares may be required to request an extension of the time to file their tax returns.

Holders of our common shares are required to take into account their allocable share of items of our income, gain, loss, deduction and
credit for our taxable year ending within or with their taxable year. We will use reasonable efforts to furnish holders of our common shares with tax information (including IRS
Schedule K-1) as promptly as possible, which describes their allocable share of such items for our preceding taxable year. However, we may not be able to provide holders of our
common shares with tax information on a timely basis. Because holders of our common shares will be required to report their allocable share of each item of our income, gain, loss, deduction, and
credit on their tax returns, tax reporting for holders of our common shares will be significantly more complicated than for shareholders in a REIT or a regular corporation. In addition, delivery of
this information to holders of our common shares will be subject to delay in the event of, among other reasons, the late receipt of any necessary tax information from an investment in which we hold an
interest. It is therefore possible that, in any taxable year, holders of our common shares will need to apply for extensions of time to file their tax returns.

Our structure involves complex provisions of United States federal income tax law for which no clear precedent or authority may be available, and which is subject to
potential change, possibly on a retroactive basis. Any such change could result in adverse consequences to the holders of our common shares and any other securities we may issue.

The United States federal income tax treatment of holders of our common shares depends in some instances on determinations of fact and
interpretations of complex provisions of United States federal income tax law for which no clear precedent or authority may be available. The United States federal income tax rules are constantly
under review by the IRS, resulting in revised interpretations of established concepts. The IRS pays close attention to the proper application of tax laws to partnerships and investments in foreign
entities. The present United States federal income tax treatment of an investment in our common shares may be modified by administrative, legislative or judicial

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interpretation
at any time, and any such action may affect investments and commitments previously made. We and holders of our common shares could be adversely affected by any such change in, or any
new tax law, regulation or interpretation. Our operating agreement permits our board of directors to modify (subject to certain exceptions) the operating agreement from time to time, without the
consent of the holders of our common shares. These modifications may address, among other things, certain changes in United States federal income tax regulations, legislation or interpretation. In
some circumstances, such revisions could have an adverse impact on some or all of the holders of our common shares and of other securities we may issue. Moreover, we intend to apply certain
assumptions and conventions in an attempt to comply with applicable rules and to report income, gain, deduction, loss and credit to holders of our common shares in a manner that reflects their
distributive share of our items, but these assumptions and conventions may not be in compliance with all aspects of applicable tax requirements. It is possible that the IRS will assert successfully
that the conventions and assumptions we use do not satisfy the technical requirements of the Code and/or United States Treasury Regulations and could require that items of income, gain, deduction,
loss or credit be adjusted or reallocated in a manner that adversely affects holders of our common shares and of any securities we may issue.

We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our shares.

At any time, the federal income tax laws or regulations governing publicly traded partnerships or the administrative interpretations of
those laws or regulations may be amended. We cannot predict when or if any new federal income tax law, regulation or administrative interpretation, or any amendment to any existing federal income tax
law, regulation or administrative interpretation, will be adopted or promulgated or will become effective and any such law, regulation or interpretation may take effect retroactively. For example,
proposed tax legislation has been introduced in Congress that is intended to prevent publicly traded partnerships from conducting investment management or advisory activities without the imposition of
corporate income tax. One version of this
proposed legislation would prevent a publicly traded partnership from qualifying as a partnership for United States federal income tax purposes if it conducts such activities either directly or
indirectly through any entity in which it owns an interest, no matter how small or insignificant such activities are compared to the partnership's other activities. More recent versions of the
legislation would mandate that any income from investment management or advisory activities be treated as non-qualifying income under the 90% qualifying income exception for publicly
traded partnerships, which, in turn, would limit the amount of such income that a publicly traded partnership could derive other than through corporate subsidiaries. We do not currently engage in
investment management or advisory activities either directly or indirectly through an entity in which we own an interest. However, if such legislation is enacted, depending on the form it takes, it
could limit our ability to engage in investment management and advisory or other activities in the future. In addition, proposed tax legislation would impose United States withholding tax at a 30%
rate on distributions and proceeds of sale in respect of our shares received by a non-United States holder if disclosure requirements related to United States ownership are not satisfied.
It is unclear whether any of this legislation ultimately will be enacted, and if so, which version of the legislation might become law. We and our holders could be adversely affected by any change in,
or any new, federal income tax law, regulation or administrative interpretation. Additionally, revisions in federal tax laws and interpretations thereof could cause us to change our investments and
commitments and affect the tax considerations of an investment in us.

Item 1B.    UNRESOLVED STAFF COMMENTS

None.

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Item 2.    PROPERTIES

Our administrative and principal executive offices are located at 555 California Street, 50th Floor, San
Francisco, California 94104 and are jointly leased by us and our Manager. We do not own any real estate or other physical properties materially important to our operations.

Item 3.    LEGAL PROCEEDINGS

We have been named as a party in various legal actions which include the matters described below. We have denied, or believe we have a
meritorious defense and will deny
liability in the significant cases pending against us discussed below. Based on current discussion and consultation with counsel, we believe that the resolution of these matters will not have a
material impact on our financial condition or cash flow.

On
August 7, 2008, the members of our board of directors and certain of our current and former executive officers and we were named in a putative class action complaint filed by
Charter Township of Clinton Police and Fire Retirement System in the United States District Court for the Southern District of New York, or the Charter Litigation. On March 13, 2009, the lead
plaintiff filed an amended complaint, which deleted as defendants the members of our board of directors and named as defendants only our former chief executive officer Saturnino S. Fanlo, our former
chief operating officer David A. Netjes, our current chief financial officer Jeffrey B. Van Horn and us. The amended complaint alleges that our April 2, 2007 registration statement and
prospectus and the financial statements incorporated therein contained material omissions in violation of Section 11 of the Securities Act, regarding the risks and potential losses associated
with our real estate-related assets, our ability to finance our real estate-related assets and the adequacy of our loss reserves for our real estate-related assets. The amended complaint further
alleges that, pursuant to Section 15 of the Securities Act, Messrs. Fanlo, Netjes and Van Horn each have legal responsibility for the alleged Section 11 violation. On
April 27, 2009, the defendants filed a motion to dismiss the amended complaint for failure to state a claim under the Securities Act.

On
August 15, 2008, the members of our board of directors and our executive officers (collectively, the "Kostecka Individual Defendants") were named in a shareholder derivative
action brought by Raymond W. Kostecka, a purported shareholder, in the Superior Court of California, County of San Francisco (the "California Derivative Action"). We are named as a nominal defendant.
The complaint in the California Derivative Action asserts claims against the Kostecka Individual Defendants for breaches of fiduciary duty, abuse of control, gross mismanagement, waste of corporate
assets, and unjust enrichment in connection with the conduct at issue in the Charter Litigation, including the filing of our April 2, 2007 registration statement with alleged material
misstatements and omissions. By order dated January 8, 2009, the Court approved the parties' stipulation to stay the proceedings in the California Derivative Action until the Charter Litigation
is dismissed on the pleadings or we file an answer to the Charter Litigation.

On
March 23, 2009, the members of our board of directors and certain of our executive officers (collectively, the "Haley Individual Defendants") were named in a shareholder
derivative action brought by Paul B. Haley, a purported shareholder, in the United States District Court for the Southern District of New York (the "New York Derivative Action"). We are named as a
nominal defendant. The complaint in the New York Derivative Action asserts claims against the Haley Individual Defendants for breaches of fiduciary duty, breaches of the duty of full disclosure, and
for contribution in connection with the conduct at issue in the Charter Litigation, including the filing of our April 2, 2007 registration statement with alleged material misstatements and
omissions. By order dated June 18, 2009, the Court approved the parties' stipulation to stay the proceedings in the New York Derivative Action until the Charter Litigation is dismissed on the
pleadings or we file an answer to the Charter Litigation.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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PART II

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common shares are traded on the NYSE under the symbol "KFN."

On
February 18, 2010, the closing price of our common shares, as reported on the NYSE, was $6.10. The following table sets forth the high and low sale prices for our common shares
for the period indicated as reported on the NYSE:

Sales PriceQuarter Ended

High

LowMarch 31, 2008

$
16.78

$
10.12June 30, 2008

$
13.72

$
10.28September 30, 2008

$
11.34

$
5.15December 31, 2008

$
6.99

$
0.57March 31, 2009

$
2.64

$
0.40June 30, 2009

$
2.35

$
0.78September 30, 2009

$
5.25

$
0.75December 31, 2009

$
5.95

$
4.10


As
of February 18, 2010, we had 158,359,757 issued and outstanding common shares that were held by 61 holders of record. The 61 holders of record include Cede & Co., which
holds shares as nominee for
The Depository Trust Company, which itself holds shares on behalf of the beneficial owners of our common shares.

Distributions

The amount and timing of distributions to our common shareholders are decided determined by our board of directors and is based upon a
review of various factors including current market conditions, existing restrictions under borrowing agreements and our liquidity needs. See "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of OperationsCash Distributions to Shareholders" for further discussion about the restrictions on the amount of dividends we can pay.

The
following table shows the distributions declared for our 2009 and 2008 fiscal years:

Record Date

Payment Date

Cash Distribution
Declared per
Common ShareMay 15, 2008

May 30, 2008

$
0.40August 15, 2008

August 29, 2008

$
0.40December 7, 2009

December 21, 2009

$
0.05February 18, 2010

March 4, 2010

$
0.07


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Equity Compensation Plan Information

The following table summarizes the total number of securities outstanding in the incentive plan and the number of securities remaining
for future issuance, as well as the weighted average exercise price of all outstanding securities as of December 31, 2009.

Number of
securities to be issued
upon exercise of
outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in the first column)(1)Equity compensation plan not approved by shareholders


1,932,279

$
20.00


1,817,200


(1)The
2007 Share Incentive Plan authorizes a total of 8,339,625 shares that may be used to satisfy awards including restricted shares and share options. As
such, the total number of securities remaining available for future issuance is net of 4,532,646 restricted shares already issued and 57,500 common share options already exercised. See "Item 8.
Financial Statements and Supplementary DataNote 15. Share Options and Restricted Shares" of this Annual Report on Form 10-K for further discussion on the 2007 Share Incentive Plan.


Total Return Comparison from June 24, 2005 through December 31, 2009

The following graph presents a total return comparison from a $100 investment in our common shares on June 24, 2005 (the date
our common shares were listed on the NYSE) to the Standard & Poor's 500 Index ("S&P 500 Index") and the Russell 1000 Financial Services Index ("Russell 1000 Financial Services").

We
obtained information for the table below from sources that we believe to be reliable, but we do not guarantee its accuracy or completeness. The graph assumes that the value of the
investment in our common shares and each index was $100 on June 24, 2005, and that all dividends were reinvested. The total return performance shown on the graph is not necessarily indicative
of future total return performance.

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Table of Contents

Share Price Performance Graph

GRAPH

Base
Period

Years Ending6/24/2005

12/31/2005

12/31/2006

12/31/2007

12/31/2008

12/31/2009KKR Financial Holdings LLC


100


101


122


71


9


32S&P 500 Index


100


106


122


130


79


104Russell 1000 Financial Services


100


110


130


107


50


105


Recent Sales of Unregistered Securities

During fiscal year 2009, the Compensation Committee of our board of directors granted to our non-employee directors an
aggregate of 220,519 restricted common shares pursuant to our 2007 Share Incentive Plan. Each of these grants vests in one-third increments on the first three anniversaries of the date of
grant. In addition, during fiscal year 2009, our non-employee directors deferred a total of $0.4 million in cash compensation in exchange for 174,375 shares of phantom shares
pursuant to the KKR Financial Holdings LLC Non-Employee Directors' Deferred Compensation and Share Award Plan.

The
grants made to our non-employee directors were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof. For further
discussion of the 2007 Share Incentive Plan, see "Item 8. Financial Statements and Supplementary DataNote 15. Share Options and Restricted Shares" of this Annual Report on
Form 10-K.

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Item 6.    SELECTED CONSOLIDATED FINANCIAL DATA

The following selected financial data is derived from our audited consolidated financial statements as of and for the years ended
December 31, 2009, 2008, 2007, 2006 and 2005. The selected financial data should be read together with the more detailed information contained in the consolidated financial statements and
associated notes, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report on Form 10-K.

(in thousands, except per share data)

Year ended
December 31,
2009

Year ended
December 31,
2008

Year ended
December 31,
2007

Year ended
December 31,
2006

Year ended
December 31,
2005Consolidated Statements of Operations Data:Net investment income (loss):Total investment income

$
572,725

$
948,588

$
872,373

$
627,933

$
238,965Interest expense


(268,087
)

(521,313
)

(556,565
)

(430,384
)

(107,792
)Interest expense to affiliates


(21,287
)

(43,301
)

(60,939
)




Provision for loan losses


(39,795
)

(481,488
)

(25,000
)




(1,500
)Net investment income (loss)


243,556


(97,514
)

229,869


197,549


129,673Other (loss) income:Total other (loss) income


(96,275
)

(906,837
)

62,012


20,753


7,560Non-investment expenses:Related party management compensation


44,323


36,670


52,535


65,298


50,791General, administrative and directors expenses


10,393


19,038


18,294


12,892


7,991Loan servicing


7,961


9,444


11,346


14,341


4,553Professional services


7,384


8,098


4,706


4,903


4,121Total non-investment expenses


70,061


73,250


86,881


97,434


67,456Income (loss) from continuing operations before equity in income of unconsolidated affiliate and income tax expense


77,220


(1,077,601
)

205,000


120,868


69,777Equity in income of unconsolidated affiliate








12,706


5,722


Income (loss) from continuing operations before income tax expense


77,220


(1,077,601
)

217,706


126,590


69,777Income tax expense


284


107


256


964


3,144Income (loss) from continuing operations


76,936


(1,077,708
)

217,450


125,626


66,633Income (loss) from discontinued operations





2,668


(317,655
)

9,706


(11,552
)Net income (loss)

$
76,936

$
(1,075,040
)
$
(100,205
)
$
135,332

$
55,081Net income (loss) per common share:BasicIncome (loss) per share from continuing operations

$
0.50

$
(7.71
)
$
2.38

$
1.53

$
1.07Income (loss) per share from discontinued operations

$


$
0.02

$
(3.53
)
$
0.12

$
(0.19
)Net income (loss) per share

$
0.50

$
(7.69
)
$
(1.15
)
$
1.65

$
0.88


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Table of Contents

(in thousands, except per share data)

Year ended
December 31,
2009

Year ended
December 31,
2008

Year ended
December 31,
2007

Year ended
December 31,
2006

Year ended
December 31,
2005DilutedIncome (loss) per share from continuing operations

$
0.50

$
(7.71
)
$
2.38

$
1.53

$
1.06Income (loss) per share from discontinued operations

$


$
0.02

$
(3.53
)
$
0.12

$
(0.19
)Net income (loss) per share

$
0.50

$
(7.69
)
$
(1.15
)
$
1.65

$
0.87Weighted-average number of common shares outstanding:Basic


153,756


140,027


89,953


79,626


60,100Diluted


153,756


140,027


89,953


79,926


60,331Distributions declared per common share

$
0.05

$
1.30

$
2.16

$
1.86

$
0.97




(in thousands, except per share data)

As of
December 31,
2009

As of
December 31,
2008

As of
December 31,
2007

As of
December 31,
2006

As of
December 31,
2005Consolidated Balance Sheets Data:Cash and cash equivalents

$
97,086

$
41,430

$
524,080

$
5,125

$
16,110Restricted cash and cash equivalents


342,706


1,233,585


1,067,797


137,992


79,139Securities available-for-sale


755,686


555,965


1,359,541


964,440


611,668Corporate loans, net of allowance for loan losses


5,617,925


7,246,797


8,634,208


3,334,260


2,419,019Corporate loans held for sale


925,718


324,649








Residential mortgage-backed securities


47,572


102,814


131,688


169,102


196,402Residential mortgage loans(1)


2,097,699


2,620,021


3,921,323


4,957,450


6,428,727Equity investments, at estimated fair value


120,269


5,287








Assets of discontinued operations








3,049,758


7,596,129


5,355,469Total assets


10,300,005


12,515,082


19,046,025


17,565,177


15,290,540Total borrowings


8,970,591


11,461,610


13,425,106


8,681,157


8,828,445Liabilities of discontinued operations








3,644,083


7,083,230


4,747,518Total liabilities


9,133,347


11,851,737


17,401,486


15,841,746


13,635,394Total shareholders' equity


1,166,658


663,345


1,644,539


1,723,431


1,655,146Book value per common share

$
7.37

$
4.40

$
14.27

$
21.42

$
20.59


(1)Residential
mortgage-backed securities, residential mortgage loans and residential mortgage-backed securities issued (included within total borrowings in
the table above) were carried at fair value beginning January 1, 2007 in accordance with the fair value option for financial assets and liabilities, and at amortized cost for all periods prior
to January 1, 2007.


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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Except where otherwise expressly stated or the context suggests otherwise, the terms "we," "us" and "our" refer
to KKR Financial Holdings LLC and its subsidiaries.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part II, Item 6,
"Selected Consolidated Financial Data" and our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 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 Item I, Part 1A, "Risk Factors" included
elsewhere in this Annual Report on Form 10-K.

Executive Overview

We are managed by KKR Financial Advisors LLC (our "Manager"), a wholly-owned subsidiary of Kohlberg Kravis
Roberts & Co. (Fixed Income) LLC, pursuant to a management agreement (the "Management Agreement"). Kohlberg Kravis Roberts & Co. (Fixed Income) LLC is a
wholly-owned subsidiary of Kohlberg Kravis Roberts & Co. L.P. ("KKR").

We
are a specialty finance company with expertise in a range of asset classes. Our core business strategy is to leverage the proprietary resources of our Manager with the objective of
generating both current income and capital appreciation. We invest in financial assets consisting primarily of below investment grade corporate debt, including senior secured and unsecured loans,
mezzanine loans, high yield corporate bonds, distressed and stressed debt securities, marketable equity securities, private equity investments and credit default and total rate of return swaps. The
majority of our investments are in senior secured loans of large capitalization companies. The corporate loans we invest in are generally referred to as syndicated bank loans, or leveraged loans, and
are purchased via assignment or participation in either the primary or secondary market. The majority of our corporate debt investments are held in collateralized loan obligation ("CLO") transactions
that are structured as on-balance sheet securitizations and are used as long term financing for these investments. The senior secured notes issued by the CLO transactions are generally
owned by unaffiliated third party investors and we own the majority of the subordinated notes in the CLO transactions. Our CLO transactions consist of five cash flow CLO transactions, KKR Financial
CLO 2005-1, Ltd. ("CLO 2005-1"), KKR Financial CLO 2005-2, Ltd. ("CLO 2005-2"), KKR Financial CLO 2006-1, Ltd. ("CLO
2006-1"), KKR Financial CLO 2007-1, Ltd. ("CLO 2007-1") and KKR Financial CLO 2007-A, Ltd. ("CLO 2007-A" and, together with
CLO 2005-1, CLO 2005-2, CLO 2006-1 and CLO 2007-1, the "Cash Flow CLOs"). We execute our core business strategy through majority-owned subsidiaries,
including CLOs.

Our
income is generated primarily from (i) net interest income and dividend income, (ii) realized and unrealized gains and losses on our derivatives that are not accounted
for as hedges, (iii) realized gains and losses from the sales of investments, and (iv) realized and unrealized gains and losses on securities sold, not yet purchased.

We
are a Delaware limited liability company and were organized on January 17, 2007. We are the successor to KKR Financial Corp., a Maryland corporation. KKR Financial Corp. was
originally incorporated in the State of Maryland on July 7, 2004 and elected to be treated as a real estate investment trust ("REIT") for United States federal income tax purposes. On
May 4, 2007, we completed a restructuring transaction (the "Restructuring Transaction"), pursuant to which KKR Financial Corp. became our subsidiary and each outstanding share of KKR Financial
Corp.'s common stock was converted into one of our common shares, which are publicly traded on the New York Stock Exchange ("NYSE") under the symbol "KFN". Although we have not elected to be treated
as a REIT for United States federal income tax purposes, we intend to continue to operate so as to qualify as a

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partnership,
and not as an association or publicly traded partnership taxable as a corporation, for United States federal income tax purposes. On June 30, 2008, we completed the sale of a
controlling interest in KKR Financial Corp. to Rock Capital 2 LLC, which did not result in a gain or loss.



The economic crisis that began in 2007 and continued throughout 2008, resulting in historic asset price declines, witnessed a period of
recovery during fiscal year 2009. The high yield bond and leveraged loan markets witnessed significant price appreciation as a result of increased liquidity flows during 2009. The upturn in market
conditions supported our ability to take certain actions during 2009 (discussed further below under "Funding Activities" and "Liquidity") which had a positive impact on both our current financial
position and liquidity outlook.



On August 5, 2009, we entered into an agreement with our lenders to amend the terms of our senior secured credit facility
("Credit Agreement"). Among other things, the amendment provides that: (i) the size of the facility be reduced to $200.0 million from $300.0 million, (ii) the lending
commitments of the lenders to this facility be modified to provide for quarterly amortization of $12.5 million per quarter until the size of the facility has been reduced to $150 million
on June 30, 2010, (iii) the interest rate applicable to borrowings under the facility be increased from LIBOR plus 300 basis points to LIBOR plus 400 basis points, (iv) the
adjusted tangible net worth covenant be reduced to $700.0 million from $1.0 billion, (v) the maturity date of the borrowings under the facility be extended to November 10,
2011, and (vi) certain events of default under the Credit Agreement be added. The amendment also provides that we can (i) pay a yearly distribution to our shareholders in an amount equal
to no greater than 50% of our taxable income for such year and (ii) use up to $50 million of our unrestricted cash to repurchase our convertible notes due July 2012 and/or our
outstanding trust preferred securities. In conjunction with this amendment, we paid the lenders to our credit facility fees totaling $4.5 million.

On
January 15, 2010, we issued $172.5 million of 7.5% Convertible Senior Notes due January 15, 2017 ("7.5% Notes"). The 7.5% Notes bear interest at a rate of 7.5%
per year on the principal amount, accruing from January 15, 2010. Interest is payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15,
2010. The 7.5% Notes will mature on January 15, 2017 unless previously redeemed, repurchased or converted in accordance with their terms prior to such date. Holders of the 7.5% Notes may
convert their notes at the applicable conversion rate at any time prior to the close of business on the business day immediately preceding the stated maturity date subject to our right to terminate
the conversion rights of the notes. We may satisfy our obligation with respect to 7.5% Notes tendered for conversion by delivering to the holder either cash, common shares, no par value, issued by us
or a combination thereof. The initial conversion rate for each $1,000 principal amount of 7.5% Notes is 122.2046 of common shares, which is equivalent to an initial conversion price of approximately
$8.18 per common share. The conversion rate may be adjusted under certain circumstances, including the occurrence of certain fundamental change transactions and the payment of a quarterly cash
distribution in excess of $0.05 per share, but will not be adjusted for accrued and unpaid interest on the Notes. Proceeds from the offering totaled $167.3 million, reflecting
$172.5 million from the issuance less $5.2 million for underwriting fees. We expect to use substantially all of the proceeds to repurchase or repay all or a portion of our senior
indebtedness, with any other proceeds to be used for general corporate purposes.

During
January and February 2010, we repurchased $95.2 million par amount of our 7.0% convertible senior notes due 2012, reducing the amount outstanding from $275.8 million
as of December 31, 2009 to $180.6 million as of the date we filed this Annual Report on Form 10-K. In addition, in February 2010, we paid down $25.0 million of
our senior secured credit facility due 2011,

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reducing
the amount outstanding from $175.0 million as of December 31, 2009 to $150.0 million as of the date we filed this Annual Report on Form 10-K.



The majority of our investments are held in Cash Flow CLOs. Accordingly, the majority of our cash flows have historically been received
from our investments in the mezzanine and subordinated notes of our Cash Flow CLOs. Market conditions during 2008 and 2009 had a material adverse impact on our cash flows and liquidity. During 2009,
certain of our Cash Flow CLOs were out of compliance with certain compliance tests (specifically, over-collateralization tests ("OC Tests") outlined in their respective indentures and as a result, the
cash flows we would generally expect to receive from our Cash Flow CLO holdings was paid to the senior note holders of the Cash Flow CLOs that were out of compliance with their respective OC Tests.

In
order to mitigate the cash flow effects described above, we undertook certain actions with respect to three of our CLOs which resulted in a positive cash flow impact for us.
Specifically, in July 2009, we surrendered for cancellation, without consideration, $298.4 million in aggregate of mezzanine notes and junior notes issued to us by CLO 2005-1, CLO
2005-2 and CLO 2006-1. As a result of the transaction, the OC Tests for these three CLOs were brought into compliance, enabling the mezzanine and subordinated note holders,
including us, to resume receiving cash flows from these transactions.

In
addition to our Cash Flow CLOs, a portion of our assets were previously held in Wayzata Funding LLC ("Wayzata"), a market value CLO. On March 31, 2009, we completed the
restructuring of Wayzata and replaced it with KKR Financial CLO 2009-1, Ltd. ("CLO 2009-1"). As a result of the restructuring, substantially all of Wayzata's assets were
transferred to CLO 2009-1, a newly formed special purpose company, which issued $560.8 million aggregate principal amount of senior notes due April 2017 and $154.3 million
aggregate principal amount of subordinated notes due April 2017 to the existing Wayzata note holders in exchange for cancellation of the Wayzata notes, due November 2012, previously held by each of
them. By July 2009, all the senior notes issued by CLO 2009-1 were paid down and the subordinated notes in CLO 2009-1 held by our affiliate were retired in exchange for a 20%
interest in each of CLO 2009-1's assets which remained following the deleveraging. As a result of the deleveraging of CLO 2009-1 and the distribution of assets to our
affiliate, we now hold 100% of the residual assets in CLO 2009-1.



During 2009, we paid aggregate cash distributions totaling $7.9 million. The amount and timing of our distributions to our
common shareholders are determined by our board of directors and is based upon a review of various factors including current market conditions, existing restrictions under borrowing agreements and our
liquidity needs.

As
discussed above, the Credit Agreement contains negative covenants that restrict our ability, among other things, to pay dividends or make certain other restricted payments, including
a prohibition on distributions to our shareholders in an amount in excess of what would be required to pay all federal, state and local income taxes arising from the taxable income and gain that our
shareholders incur in connection with the ownership of our common shares. In addition, no dividends shall be paid if a deficiency in the required collateral per the agreement exists or would exist as
a result of such dividend.



We intend to continue to operate so as to qualify, for United States federal income tax purposes, as a partnership and not as an
association or a publicly traded partnership taxable as a corporation. Holders of our shares are subject to United States federal income taxation and generally other taxes, such as state, local and
foreign income taxes, on their allocable share of our taxable income, regardless

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of
whether or when they receive cash distributions. In addition, certain of our investments, including investments in foreign corporate subsidiaries, CLO issuers, including those treated as
partnerships or disregarded as a separate entity from us for United States federal income tax purposes, and debt securities, may produce taxable income without corresponding distributions of cash to
us or produce taxable income prior to or following the receipt of cash relating to such income. Consequently, in some taxable years, holders of our shares may recognize taxable income in excess of our
cash distributions. Furthermore, even if we did not pay cash distributions with respect to a taxable year, holders of our shares would still have a tax liability attributable to their allocation of
our taxable income during such year.



In August 2007, our board of directors approved our plan to exit our residential mortgage investment operations and to sell KKR
Financial Corp. By June 30, 2008, we substantially completed our plan to exit our residential mortgage investment operations through the sale of certain of our residential mortgage-backed
securities in the third quarter of 2007 and the agreement with the holders of the secured liquidity notes issued by our two asset backed commercial paper conduits (the "Facilities") in order to
terminate the Facilities. In addition, on June 30, 2008, we completed the sale of a controlling interest in KKR Financial Corp. to Rock Capital 2 LLC, which did not result in a gain or
loss.



As discussed above, the majority of our investments are held through CLO transactions that are managed by an affiliate of our Manager
and for which we own the majority, and in some cases all, of the economic interests in the transaction through the subordinated notes in the transaction. On an unconsolidated basis, our investment
portfolio primarily consists of the following as of December 31, 2009: (i) mezzanine and subordinated tranches of CLO transactions with an aggregate par amount of $1.0 billion;
(ii) corporate loans with an aggregate par amount of $630.2 million and an estimated fair value of $467.2 million; (iii) corporate debt securities with an aggregate par
amount of $129.4 million and an estimated fair value of $121.3 million; (iv) residential mortgage-backed securities ("RMBS") with a par amount of $269.7 million and
estimated fair value of $117.0 million; (v) marketable and private equity investments with an estimated fair value of $89.9 million. In addition, we hold other investments
including loan investments financed under total rate of return swaps that are accounted for as derivative transactions, long and short credit default swap transactions, shorts on equity and debt
instruments, and interest rate swaps.

As
our consolidated financial statements in this Annual Report on Form 10-K are presented to reflect the consolidation of the CLOs we hold investments in, the
information contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations reflects the CLOs on a consolidated basis which is consistent with the disclosures
in our consolidated financial statements.



Our investments in corporate debt primarily consist of investments in below investment grade corporate loans, often referred to as
syndicated bank loans or leveraged loans, and corporate debt securities. Loans that are not deemed to be held for sale are carried at amortized cost net of allowance for loan losses on our
consolidated balance sheet. Loans that are classified as held for sale are carried at the lower of net amortized cost or estimated fair value on our consolidated balance sheet. Debt securities are
carried at estimated fair value on our consolidated balance sheet.

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These
investments have an aggregate par balance of $8.2 billion, an aggregate net amortized cost of $7.4 billion and an aggregate estimated fair value of
$7.2 billion as of December 31, 2009. Included in
these amounts is $7.4 billion par amount or $6.6 billion estimated fair value of investments held in our five Cash Flow CLOs through which we finance our corporate debt investments.
These Cash Flow CLOs have aggregate senior secured notes outstanding totaling $5.7 billion and an aggregate of $551.1 million of mezzanine and subordinated notes outstanding that are
held by an affiliate of our Manager and external parties. In CLO transactions, subordinated notes effectively represent the equity in such transactions as they have the first risk of loss and
conversely, the residual value upside of the transactions. We consolidate all five of the CLOs and reflect all income and losses related to the assets in these CLOs on our consolidated statement of
operations even though a minority interest in two of our CLO transactions is not held by us.



Our residential mortgage investment portfolio consists of investments in RMBS with an estimated fair value of $121.9 million as
of December 31, 2009. Of the $121.9 million of RMBS investments we hold, $74.4 million are in 6 residential mortgage-backed securitization trusts that we consolidate under GAAP as
we hold the majority of the risk of loss on these transactions. This results in us reflecting the financial position and results of these trusts in our consolidated financial statements. Consolidation
of these 6 entities does not impact our net assets or net income; however, it does result in us showing the consolidated assets, liabilities, revenues and expenses on our consolidated financial
statements. On our consolidated balance sheet as of December 31, 2009, the $121.9 million of RMBS is computed as our investments in RMBS of $47.6 million, plus
$74.4 million, which represents the difference between residential mortgage loans of $2.1 billion less residential mortgage-backed securities issued of $2.0 billion plus
$11.4 million of real estate owned ("REO") that is included in other assets on our consolidated balance sheet.

Critical Accounting Policies

Our consolidated financial statements are prepared by management in conformity with GAAP. Our significant accounting policies are
fundamental to understanding our financial condition and results of operations because some of these policies require that we make significant estimates and assumptions that may affect the value of
our assets or liabilities and financial results. We believe that certain of our policies are critical because they require us to make difficult, subjective, and complex judgments about matters that
are inherently uncertain. We have reviewed these critical accounting policies with our board of directors and our audit committee.



Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs
are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the
instruments or market and the instruments' complexity for disclosure purposes. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of
judgment associated with the inputs used to measure their value. Hierarchical levels, as defined under GAAP, are directly related to the amount of subjectivity associated with the inputs to fair
valuations of these assets and liabilities, and are as follows:



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During
the second quarter of 2009, we adopted new guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased when
compared with normal market activity for the asset or liability (or similar assets or liabilities). A significant decrease in the volume and level of activity for the asset or liability is an
indication that transactions or quoted prices may not be determinative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those
circumstances, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value. The adoption did
not have a material impact on our consolidated financial statements.

The
availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of product,
whether the product is new, whether the product is traded on an active exchange or in the secondary market, and the current market condition. To the extent that valuation is based on models or inputs
that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is
greatest for instruments categorized in level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair
value measurement in its entirety.

Many
financial assets and liabilities have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that we and others are willing to pay for an
asset. Ask prices represent the lowest price that we and others are willing to accept for an asset. For financial assets and liabilities whose inputs are based on bid-ask prices, we do not
require that fair value always be a predetermined point in the bid-ask range. Our policy is to allow for mid-market pricing and adjusting to the point within the
bid-ask range that meets our best estimate of fair value.

Depending
on the relative liquidity in the markets for certain assets, we may transfer assets to level 3 if we determine that observable quoted prices, obtained directly or
indirectly, are not available.

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The
valuation techniques used for the assets and liabilities that are valued using level 3 of the fair value hierarchy are described below.

Residential Mortgage-Backed Securities, Residential Mortgage Loans, and Residential Mortgage-Backed Securities Issued:Residential
mortgage-backed securities, residential mortgage loans, and residential mortgage-backed securities issued are initially valued at transaction price and are subsequently valued using industry
recognized models (including Intex and Bloomberg) and data for similar instruments (e.g., nationally recognized pricing services or broker quotes). The most significant inputs to the valuation
of these instruments are default and loss expectations and market credit spreads.

Corporate Debt Securities:Corporate debt securities are initially valued at transaction price and are subsequently valued using market
data for
similar instruments (e.g., recent transactions or broker quotes), comparisons to benchmark derivative indices or valuation models. Valuation models are based on discounted cash flow techniques,
for which the key inputs are the amount and timing of expected future cash flows, market yields for such instruments and recovery assumptions. Inputs are generally determined based on relative value
analyses, which incorporate similar instruments from similar issuers.

Over-the-counter ("OTC") Derivative Contracts:OTC derivative contracts include forward, swap and option contracts related to
interest rates, foreign currencies, credit standing of reference entities, and equity prices. The fair value of OTC derivative products can be modeled using a series of techniques, including
closed-form analytic formulae, such as the Black-Scholes option-pricing model, and simulation models or a combination thereof. Many pricing models do not entail material subjectivity
because the methodologies employed do not necessitate significant judgment, and the pricing inputs are observed from actively quoted markets, as is the case for generic interest rate swap and option
contracts.



We account for share-based compensation issued to members of our board of directors and our Manager using a fair value based
methodology. We do not have any employees, although we believe that members of our board of directors are deemed to be employees
for purposes of interpreting and applying accounting principles relating to share-based compensation. We record as compensation costs the restricted common shares that we issued to members of our
board of directors at estimated fair value as of the grant date and we amortize the cost into expense over the three-year vesting period using the straight-line method. We
record compensation costs for restricted common shares and common share options that we issued to our Manager at estimated fair value as of the grant date and we remeasure the amount on subsequent
reporting dates to the extent the awards have not vested. Unvested restricted common shares are valued using observable secondary market prices. Unvested common share options are valued using the
Black-Scholes model and assumptions based on observable market data for comparable companies. We amortize compensation expense related to the restricted common share and common share options that we
granted to our Manager using the graded vesting attribution method.

Because
we remeasure the amount of compensation costs associated with the unvested restricted common shares and unvested common share options that we issued to our Manager as of each
reporting period, our share-based compensation expense reported in our consolidated financial statements will change based on the estimated fair value of our common shares and this may result in
earnings volatility. For the year ended December 31, 2009, share-based compensation totaled $4.0 million. As of December 31, 2009, substantially all of the non-vested
restricted common shares issued are subject to remeasurement. As of December 31, 2009, a $1 increase in the price of our common shares would have increased our future share-based compensation
expense by approximately $1.1 million and this future share-based compensation expense would be recognized over the remaining vesting periods of our outstanding restricted common shares and
common share options. As of December 31, 2009, the common share options were fully exercised and expire in August 2014. As of

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December 31,
2009, future unamortized share-based compensation totaled $3.0 million, of which $2.5 million, $0.5 million, and an immaterial amount will be recognized in
2010, 2011, and beyond, respectively.



We recognize all derivatives on our consolidated balance sheets at estimated fair value. On the date we enter into a derivative
contract, we designate and document each derivative contract as one of the following at the time the contract is executed: (i) a hedge of a recognized asset or liability ("fair value" hedge);
(ii) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability ("cash flow" hedge); (iii) a hedge of a net
investment in a foreign operation; or (iv) a derivative instrument not designated as a hedging instrument ("free-standing derivative"). For a fair value hedge, we record changes in
the estimated fair value of the derivative instrument and, to the extent that it is effective, changes in the fair value of the hedged asset or liability in the current period earnings in the same
financial statement category as the hedged item. For a cash flow hedge, we record changes in the estimated fair value of the derivative to the extent that it is effective in other comprehensive income
(loss) and subsequently reclassify these changes in estimated fair value to net income in the same period(s) that the hedged transaction affects earnings. The effective portion of the cash flow hedges
is recorded in the same financial statement category as the hedged item. For free-standing derivatives, we report changes in the fair values in other (loss) income.

We
formally document at inception our hedge relationships, including identification of the hedging instruments and the hedged items, our risk management objectives, strategy for
undertaking the hedge transaction and our evaluation of effectiveness of our hedged transactions. Periodically, we also formally assess whether the derivative designated in each hedging relationship
is expected to be and has been highly effective in offsetting changes in estimated fair values or cash flows of the hedged item using either the dollar offset or the regression analysis method. If we
determine that a derivative is not highly effective as a hedge, we discontinue hedge accounting.

We
are not required to account for our derivative contracts using hedge accounting as described above. If we decide not to designate the derivative contracts as hedges or if we fail to
fulfill the criteria necessary to qualify for hedge accounting, then the changes in the estimated fair values of our derivative contracts would affect periodic earnings immediately potentially
resulting in the increased volatility of our earnings. The qualification requirements for hedge accounting are complex and as a result, we must evaluate, designate, and thoroughly document each hedge
transaction at inception and perform ineffectiveness analysis and prepare related documentation at inception and on a recurring basis thereafter. As of December 31, 2009, the estimated fair
value of our net derivative liabilities totaled $30.2 million.



During the second quarter of 2009, we adopted new guidance which amended the other-than-temporary impairment
model for debt securities. According to the new guidance, an other-than-temporary impairment must be recognized if an investor has the intent to sell or if it is more likely
than not that it will be required to sell the debt security before recovery of its amortized cost basis. In addition, the guidance changes the amount of impairment to be recognized in current period
earnings when an investor does not have the intent to sell or if it is more likely than not that it will not be required to sell the debt security, as in these cases only the amount of the impairment
associated with credit losses is recognized in income. Additional disclosures are also required regarding the factors considered in reaching a conclusion that an investment is not
other-than-temporarily impaired. We determined that the adoption did not have a material impact on our consolidated financial statements.

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We
monitor our available-for-sale securities portfolio for impairments. A loss is recognized when it is determined that a decline in the estimated fair value of a
security below its amortized cost is other-than-temporary. We consider many factors in determining whether the impairment of a security is deemed to be
other-than-temporary, including, but not limited to, the length of time the security has had a decline in estimated fair value below its amortized cost and the severity of the
decline, the amount of the unrealized loss, recent events specific to the issuer or industry, external credit ratings and recent changes in such ratings. In addition, for debt securities we consider
our intent to sell the debt security, our estimation of whether or not we expect to recover the debt security's entire amortized cost if we intend to hold the debt security, and whether it is more
likely than not that we will be required to sell the debt security before its anticipated recovery. For equity securities, we also consider our intent and ability to hold the equity security for a
period of time sufficient for a recovery in value.

The
amount of the loss that is recognized when it is determined that a decline in the estimated fair value of a security below its amortized cost is
other-than-temporary is dependent on certain factors. If the security is an equity security or if the security is a debt security that we intend to sell or estimate that it is
more likely than not that we will be required to sell before recovery of its amortized cost, then the impairment amount recognized in earnings is the entire difference between the estimated fair value
of the security and its amortized cost. For debt securities that we do not intend to sell or estimate that we are not more likely than not to be required to sell before recovery, the impairment is
separated into the estimated amount relating to credit loss and the estimated amount relating to all other factors. Only the estimated credit loss amount is recognized in earnings, with the remainder
of the loss amount recognized in other comprehensive income.

This
process involves a considerable amount of subjective judgment by our management. As of December 31, 2009, we had aggregate unrealized losses on our securities classified as
available-for-sale of approximately $4.5 million, which if not recovered may result in the recognition of future losses. During the year ended December 31, 2009,
we recorded charges for impairments of securities that we determined to be other-than-temporary totaling $43.9 million.



Our allowance for loan losses represents our estimate of probable credit losses inherent in our corporate loan portfolio held for
investment as of the balance sheet date. Estimating our allowance for loan losses involves a high degree of management judgment and is based upon a comprehensive review of our loan portfolio that is
performed on a quarterly basis. Our allowance for loan losses consists of two components, an allocated component and an unallocated component. The allocated component of our allowance for loan losses
pertains to specific loans that we have determined are impaired. We determine a loan is impaired when we estimate that it is probable that we will be unable to collect all amounts due according to the
contractual terms of the loan agreement. On a quarterly basis we perform a comprehensive review of our entire loan portfolio and
identify certain loans that we have determined are impaired. Once a loan is identified as being impaired we place the loan on non-accrual status, unless the loan is already on
non-accrual status, and record a reserve that reflects our best estimate of the loss that we expect to recognize from the loan. Generally, the expected loss is estimated as being the
difference between our current cost basis of the loan, including accrued interest receivable, and the loan's estimated fair value.

The
unallocated component of our allowance for loan losses reflects our estimate of probable losses inherent in our loan portfolio as of the balance sheet date where the specific loan
that the loan loss relates to is indeterminable. We estimate the unallocated component of our allowance for loan losses through a comprehensive review of our loan portfolio and identify certain loans
that demonstrate possible indicators of impairment. This assessment excludes all loans that are determined to be impaired and as a result, an allocated reserve has been recorded as described in the
preceding

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paragraph.
Such indicators include, but are not limited to, the current and/or forecasted financial performance and liquidity profile of the issuer, specific industry or economic conditions that may
impact the issuer, and the observable trading price of the loan if available. Loans that demonstrate possible indicators of impairment are aggregated on a watch list for monitoring and are
sub-divided for categorization based on the seniority of the loan in the issuer's capital structure, whether the loan is secured or unsecured, and the nature of the collateral securing the
loan, for purposes of applying possible default and loss severity ranges based on the nature of the issuer and the specific loan. We apply a range of default and loss severity estimates in order to
estimate a range of loss outcomes upon which to base our estimate of probable losses that results in the determination of the unallocated component of our allowance for loan losses. As of
December 31, 2009, the range of outcomes used to estimate the probability of default was between 5% and 40% and the range of loss severity assumptions for loans that may default was between 20%
and 75%. The estimates and assumptions we use to estimate our allowance for loan losses are based on our estimated range of outcomes that are determined from industry information providing both
historical and forecasted empirical performance of the type of corporate loans that we invest in, as well as from our own estimates based on the nature of our corporate loan portfolio. These estimates
and assumptions are susceptible to change due to our corporate loan portfolio performance as well as industry performance of the corporate loan asset class and general economic conditions. Changes in
the assumptions and estimates used to estimate our allowance for loan losses could have a material impact on our financial condition and results of operations.

As
of December 31, 2009, our allowance for loan losses totaled $237.3 million.

Recent Accounting Pronouncements



In January 2009, the Financial Accounting Standards Board ("FASB") issued new guidance which eliminates the requirement that a holder's
best estimate of cash flows be based upon those that "a market participant" would use. Instead, it requires that an other-than-temporary impairment be recognized as a realized
loss when it is "probable" there has been an adverse change in the holder's estimated cash flows from the cash flows previously projected. The topic also reiterates and emphasizes the related guidance
and disclosure requirements of other-than-temporary impairments on debt and equity securities in financial statements. The standard is effective for all periods ending after
December 15, 2008 and retroactive application is not permitted. We have taken this topic into consideration when evaluating our investments for other-than-temporary
impairment.

Accounting for transfers of financial assets and consolidation of variable interest entities ("VIEs")

In
June 2009, the FASB issued new guidance which amends the accounting for the transfers of financial assets and the consolidation of VIEs. Most significantly, the new guidance
eliminates the concept of a qualifying special-purpose entity ("QSPE") and will significantly affect existing securitizations that use QSPEs, as well as future securitizations. The disclosures
required by this guidance are to provide greater transparency about transfers of financial assets and an entity's continuing involvement in transferred financial assets.

Also
in June 2009, the FASB issued new guidance which addresses the effects of elimination of the QSPE concept and significantly changes the criteria by which an enterprise determines
whether or not it must consolidate a VIE. Under the new guidance, consolidation of a VIE requires both the power to direct the activities that most significantly impact the VIE's economic performance
and the obligation to absorb losses of the VIE or the right to receive benefits of the VIE that could potentially be significant to the VIE. Additional disclosure for various areas including
situations that use significant judgment and assumptions in determining whether to consolidate a VIE as well as the nature of and changes in the risks associated with a VIE will be required according
to the new guidance.

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In December 2009, the FASB issued amendments to both of the new guidance above to improve financial reporting and information for users. Amendments included
replacing the quantitative-based risks and rewards calculation for determining which reporting entity has a controlling financial interest in a VIE, as well as additional disclosures about a reporting
entity's involvement in VIEs.

As
of December 31, 2009, $74.4 million of our RMBS investments were in 6 residential mortgage-backed securitization trusts for which we were deemed to be the primary
beneficiary of these entities and as such, consolidated these trusts in accordance with GAAP. This resulted in us reflecting the financial position and results of these trusts in our consolidated
financial statements. However, as a result of the effects of the new guidance regarding an amended consolidation model to be based on power and economics, we determined that consolidation of these
trusts will no longer be required. The deconsolidation of the 6 residential mortgage-backed securitization trusts is expected to result in a reduction of both total assets and total liabilities of
approximately $2.0 billion (based on December 31, 2009 amounts), with no net impact on either shareholders' equity or results of operations.



In September 2009, the FASB issued new guidance providing further guidance on how to measure the fair value of a liability. The new
guidance primarily sets forth the types of valuation techniques to be used to value a liability when a quoted price in an active market for the identical liability is not available. In these
circumstances, a company can apply the quoted price of an identical or similar liability when traded as an asset, or other valuation techniques. The new guidance was adopted in the fourth quarter of
2009 and did not have a material impact on our financial statements.

Results of Operations



The following discussion presents an analysis of our results of operations on a comparative basis for the fiscal years ended December
2009, 2008 and 2007. Our results of operations may be materially affected by market fluctuations and current economic events, particularly in the fixed income and equity markets.

A
summary of key financial results year over year were as follows (amounts in thousands, except per share information):

Year ended
December 31,
2009

Year ended
December 31,
2008

Year ended
December 31,
2007Net investment income (loss)

$
243,556

$
(97,514
)
$
229,869Total other (loss) income


(96,275
)

(906,837
)

62,012Total non-investment expenses


(70,061
)

(73,250
)

(86,881
)Income (loss) from continuing operations before equity in income of unconsolidated affiliate and income tax expense


77,220


(1,077,601
)

205,000Equity in income of unconsolidated affiliate








12,706Income (loss) from continuing operations before income tax expense


77,220


(1,077,601
)

217,706Income tax expense


284


107


256Income (loss) from continuing operations


76,936


(1,077,708
)

217,450Income (loss) from discontinued operations





2,668


(317,655
)Net income (loss)

$
76,936

$
(1,075,040
)
$
(100,205
)Income (loss) per share from continuing operationsdiluted

$
0.50

$
(7.71
)
$
2.38Income (loss) per share from discontinued operationsdiluted

$


$
0.02

$
(3.53
)Net income (loss) per sharediluted

$
0.50

$
(7.69
)
$
(1.15
)


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The following table presents the components of our net investment income (loss) for the years ended December 31, 2009, 2008 and
2007:

Comparative Net Investment Income (Loss) Components  (Amounts in thousands)

For the year ended
December 31, 2009

For the year ended
December 31, 2008

For the year ended
December 31, 2007Investment Income:Corporate loans and securities interest income

$
380,704

$
696,213

$
567,241Residential mortgage loans and securities interest income


120,985


178,106


252,595Other interest income


580


22,584


37,705Dividend income


339


2,629


3,825Net discount accretion


70,117


49,056


11,007Total investment income


572,725


948,588


872,373Interest Expense:Repurchase agreements





34,407


102,202Collateralized loan obligation senior secured notes


112,745


284,782


230,572Collateralized loan obligation junior secured notes


53





Senior secured credit facility


16,356


15,684


9,980Secured demand loan





348


2,102Convertible senior notes


20,444


21,825


9,452Junior subordinated notes


16,610


21,974


22,869Residential mortgage-backed securities issued


82,052


130,046


176,407Other interest expense


5,395


4,447


3,526Interest rate swaps


14,432


7,800


(545
)Total interest expense


(268,087
)

(521,313
)

(556,565
)Interest expense to affiliates


(21,287
)

(43,301
)

(60,939
)Provision for loan losses


(39,795
)

(481,488
)

(25,000
)Net investment income (loss)

$
243,556

$
(97,514
)
$
229,869


As
presented in the table above, net investment income increased by $341.1 million from a loss of $97.5 million for 2008 to income of $243.6 million for 2009. Total
investment income, consisting primarily of interest income and discount accretion from our investment portfolio, totaled $572.7 million for 2009 as compared to $948.6 million for 2008.
The decrease in total investment income of approximately $375.9 million is primarily attributable to two factors. First, the majority of our investment portfolio is floating rate and indexed to
either one-month or three-month LIBOR. The average one-month and three-month LIBOR rates for 2009 were 0.33% and 0.69%, respectively, as compared to 2.67% and 2.91%,
respectively, for 2008. Accordingly, the declines in LIBOR significantly reduced interest income earned from our investment portfolio in 2009 as compared to 2008. The second factor that contributed to
lower investment income was the reduced size of our investment portfolio during 2009 as compared to 2008. The par value of our corporate loan portfolio decreased by approximately $1.1 billion,
or 12.9%, from $8.5 billion as of December 31, 2008 to $7.4 billion as of December 31, 2009. The par value of our corporate debt securities portfolio decreased by
approximately $0.4 billion, or 33.3%, from $1.2 billion as of December 31, 2008 to $0.8 billion as of

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December 31,
2009. The decline in the par balances of our corporate loans and bonds is primarily attributable to sales of assets undertaken as part of the retirement of CLO 2009-1
(previously Wayzata) that occurred during 2009. Additionally, the par amount of our residential mortgage loan portfolio decreased by approximately $0.6 billion, or 17.6%, from
$3.4 billion as of December 31, 2008 to $2.8 billion as December 31, 2009. The decline in the balance of our residential mortgage loan portfolio is primarily attributable
to principal repayments of mortgage loans that occurred during 2009.

Interest
expense decreased by approximately $253.2 million, or 48.6%, from $521.3 million for 2008 to $268.1 million for 2009. Similar to the decline in total
investment income, the decline in interest expense is primarily attributable to the decline in LIBOR as the majority of our debt is floating rate, as well as reduced debt balances in 2009 as compared
to 2008. The largest decline in debt was attributable to the decline in CLO senior secured notes of approximately $1.8 billion, or 24.0%, from $7.5 billion as of December 31,
2008, to $5.7 billion as of December 31, 2009. The decline in CLO senior secured notes is primarily attributable to the retirement of the $1.6 billion of senior secured notes
during 2009 that were issued by Wayzata.

The
other significant contributor to the increase in net investment income from 2008 to 2009 is a reduction in the amount of expense we recorded as a provision for loan losses. During
2008, we recorded a provision for loan losses of $481.5 million, which is $441.7 million higher than the $39.8 million provision for loan losses we recorded during 2009. The large
provision for loan losses we recorded in 2008 was in response to rapidly deteriorating market conditions that were deemed to have a material negative impact on our investment portfolio. The amount of
provision for loan losses that we recognize is a function of the balance that we deem necessary to reserve for losses that we estimate to be inherent in our corporate loan investment portfolio. Our
allowance for loan losses is described in further detail under "Investment Portfolio" in this Management's Discussion and Analysis of Financial Condition and Results of Operations.

The
decrease in net investment income from 2007 to 2008 is primarily attributable to the provision for loan losses of $481.5 million recorded during the year ended
December 31, 2008. Net investment income in the table above does not include equity in income of unconsolidated affiliate of $12.7 million for the year ended December 31, 2007.
Equity in income of unconsolidated affiliate reflects our pro rata interest in the net income of a limited partnership that was formed to hold the subordinated interests in three entities formed to
execute secured financing transactions in the form of CLOs. This limited partnership was dissolved during 2007.

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The following table presents the components of other (loss) income for the years ended December 31, 2009, 2008 and 2007:

Comparative Other (Loss) Income Components  (Amounts in thousands)

For the year ended
December 31, 2009

For the year ended
December 31, 2008

For the year ended
December 31, 2007Net realized and unrealized gain (loss) on derivatives and foreign exchange:Interest rate swaptions

$


$


$
15Interest rate swaps


(3,328
)

3,108


843Credit default swaps


17,632


41,177


7,599Total rate of return swaps


45,607


(188,829
)

(10,271
)Common stock warrants


457


(799
)

799Foreign exchange(1)


540


4,024


24Total realized and unrealized gain (loss) on derivatives and foreign exchange


60,908


(141,319
)

(991
)Net realized loss on residential loans carried at estimated fair value


(17,234
)

(5,761
)

(756
)Net unrealized loss on residential mortgage-backed securities, residential mortgage loans, and residential mortgage-backed securities issued, carried at
estimated fair value


(89,794
)

(43,138
)

(44,548
)Net realized and unrealized (loss) gain on investments(2)


(48,381
)

(330,234
)

95,484Net realized and unrealized gain on securities sold, not yet purchased


3,582


50,297


8,662Impairment of securities available-for-sale


(43,906
)

(474,520
)

(5,946
)Net gain on restructuring and extinguishment of debt


30,836


26,486


Other income


7,714


11,352


10,107Total other (loss) income

$
(96,275
)
$
(906,837
)
$
62,012


(1)Includes
foreign exchange contracts and foreign exchange gain or loss.(2)Includes
lower of cost or estimated fair value adjustment to corporate loans held for sale and unrealized gain (loss) on equity investments held at
estimated fair value.


As
presented in the table above, other loss totaled $96.3 million for 2009 as compared to $906.8 million for 2008. The improvement in other loss for 2009 as compared to
2008 is attributable to several factors. First, total realized and unrealized gain (loss) on derivatives improved by approximately $202.2 million from a loss of $141.3 million for 2008
to a $60.9 million gain for 2009. The total realized and unrealized loss on derivatives for 2008 was primarily due to a $188.8 million loss on total rate of return swaps, which was
partially offset by a $41.2 million gain on credit default swaps. Total rate of return swaps are derivates that are used to finance investments in corporate loans with changes in market value
reflected in income. As a result of material declines in corporate loan asset prices in 2008, our total rate of return swaps generated significant losses. Similarly, appreciation in corporate loan
prices resulted in gains from total rate of return swaps of $45.6 million during 2009.

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Another
contributing factor to the improvement in total other loss from 2008 to 2009 relates to investment gains and losses. Net realized and unrealized losses on investments totaled
$330.2 million in 2008 as compared to $48.4 million in 2009. In addition, impairment of securities available-for-sale totaled $474.5 million in 2008 as
compared to $43.9 million in 2009. The year over year improvement with respect to both realized and unrealized losses on investments and impairment losses is primarily due to much lower asset
prices in 2008 as compared to 2009.

The
decrease in total other income for the year ended December 31, 2008 from 2007 is primarily attributable to a $141.3 million net realized and unrealized loss on
derivatives and foreign exchange, a $330.2 million realized and unrealized loss on investments, and a $474.5 million loss due to the impairment of securities
available-for-sale.

Non-Investment Expenses

The following table presents the components of non-investment expenses for the years ended December 31, 2009, 2008
and 2007:

Comparative Non-Investment Expense Components  (Amounts in thousands)

For the year ended
December 31, 2009

For the year ended
December 31, 2008

For the year ended
December 31, 2007Related party management compensation:Base management fees

$
14,904

$
32,050

$
30,091Incentive fees


4,472





17,503Share-based compensation


3,451


(463
)

1,344CLO management fees


21,496


5,083


3,597Related party management compensation


44,323


36,670


52,535Professional services


7,384


8,098


4,706Loan servicing


7,961


9,444


11,346Insurance


1,879


923


708Directors' expenses


2,117


1,127


1,398General and administrative


6,397


16,988


16,188Total non-investment expenses

$
70,061

$
73,250

$
86,881


As
presented in the table above, our non-investment expenses decreased from 2008 to 2009 by approximately $3.2 million and from 2007 to 2008 by approximately
$13.6 million. The significant components of non-investment expense are described below.

Management
compensation to related parties consists of base management fees payable to our Manager pursuant to the Management Agreement, incentive fees, collateral management fees, and
share-based compensation related to restricted common shares and common share options granted to our Manager.

The
base management fee payable was calculated in accordance with the Management Agreement and is based on an annual rate of 1.75% times our "equity" as defined in the Management
Agreement. Base management fees decreased by $17.1 million from December 31, 2008 to 2009 due to the significant decline in "equity" as a result of the $1.1 billion loss we
reported for the year ended December 31, 2008. Base management fees increased $2.0 million from December 31, 2007 to 2008 primarily due to the increased "equity" resulting from
the April 2008 public offering of 34.5 million common shares, which generated net proceeds before expenses of $384.3 million.

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Our
Manager is also entitled to a quarterly incentive fee provided that our quarterly "net income," as defined in the Management Agreement, before the incentive fee exceeds a defined
return hurdle. Incentive fees of $4.5 million were earned and paid by the Manager during the year ended December 31, 2009. During the years ended December 31, 2008 and 2007,
incentive fees of nil and $17.5 million, respectively, were earned by the Manager and served as the primary contributor to the decline in total non-investment expenses from 2007 to
2008.

An
affiliate of our Manager has entered into separate management agreements with the respective investment vehicles CLO 2005-1, CLO 2005-2, CLO
2006-1, CLO 2007-1, CLO 2007-A and CLO 2009-1 and is entitled to receive fees for the services performed as collateral manager. Previously, the
collateral manager had waived the fees it earned for providing management services for our CLOs. Beginning April 15, 2007, the collateral manager ceased waiving fees for CLO 2005-1
and beginning January 1, 2009, the collateral manager ceased waiving fees for CLO 2005-2, CLO 2006-1, CLO 2007-1, CLO 2007-A and Wayzata
(restructured and replaced with CLO 2009-1 on March 31, 2009). However, as a result of the cancellation of mezzanine and junior notes ("Surrendered Notes") in July 2009, the
collateral manager reinstated waiving management fees for CLO 2005-2 and CLO 2006-1. For the year ended December 31, 2009, the collateral manager waived
$5.2 million for CLO 2005-2 and CLO 2006-1. The collateral manager has permanently waived fees of approximately $39.0 million and $22.6 million,
respectively, for the years ending December 31, 2008 and 2007. In addition, due to the deleveraging of CLO 2009-1 completed in July 2009 whereby all the senior notes were retired,
the collateral manager is no longer entitled to receive fees for CLO 2009-1. Accordingly, CLO management fees increased $16.4 million from December 31, 2008 to 2009 to
account for the fees related to all 6 CLOs for either the full or partial periods during 2009.

In
addition, beginning January 1, 2009, the Manager permanently waived reimbursable general and administrative expenses allocable to us in an amount equal to the incremental CLO
management fees received by the Manager. For the year ended December 31, 2009, the Manager permanently waived reimbursement of $9.8 million in allocable general and administrative
expenses. For the years ended December 31, 2008 and 2007, we reimbursed the Manager $9.9 million and $7.9 million for allocable general, administrative and other expenses,
respectively.

General
and administrative expenses include expenses incurred by our Manager on our behalf that are reimbursable to our Manager pursuant to the Management Agreement. Professional
services expenses consist of legal, accounting and other professional services. Directors' expenses represent share-based compensation, as well as expenses and reimbursables due to the board of
directors for their services. The decrease in general and administrative expenses of $10.6 million from December 31, 2008 to 2009
was largely attributable to the rebated CLO management fees reducing the general and administrative expenses otherwise reimbursable to our Manager.

Income Tax Provision

We intend to continue to operate so as to qualify as a partnership, and not as an association or publicly traded partnership that is
taxable as a corporation, for United States federal income tax purposes. Therefore, we generally are not subject to United States federal income tax at the entity level, but are subject to limited
state income taxes. Holders of our shares are required to take into account their allocable share of each item of our income, gain, loss, deduction and credit for our taxable year end ending within or
with their taxable year.

During
2009, we owned an equity interest in KKR Financial Holdings II, LLC ("KFH II"), which elected to be taxed as a REIT under the Code. KFH II holds certain real estate
mortgage-backed securities. A REIT is not subject to United States federal income tax to the extent that it currently distributes its income and satisfies certain asset, income and ownership tests,
and recordkeeping

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requirements.
Even though KFH II qualified for federal taxation as a REIT, it may be subject to some amount of federal, state, local and foreign taxes based on their taxable income.

KKR
TRS Holdings, Ltd. ("TRS Ltd."), KKR Financial Holdings, Ltd. ("KFH Ltd."), KFN PEI VII, LLC ("PEI VII"), KFH PE Holdings I LLC ("PE I"),
KFH PE Holdings II LLC ("PE II") and KKR Financial Holdings Inc. ("KFH Inc.") are our wholly-owned subsidiaries and are not consolidated with us for United States federal income
tax purposes. For financial reporting purposes, current and deferred taxes are provided for on the portion of earnings recognized by us with respect to our interest in PEI VII, PE I, PE II and
KFH Inc., all domestic taxable corporate subsidiaries, because each is taxed as a regular corporation under the Code. Deferred income tax assets and liabilities are computed based on temporary
differences between the GAAP consolidated financial statements and the United States federal income tax basis of assets and liabilities as of each consolidated balance sheet date. CLO
2005-1, CLO 2005-2, CLO 2006-1, CLO 2007-1, CLO 2007-A and CLO 2009-1 are our foreign subsidiaries that elected to be treated as
disregarded entities or partnerships for United States federal income tax purposes. Those subsidiaries were established to facilitate securitization transactions, structured as secured financing
transactions. TRS Ltd. and KFH Ltd. are our foreign subsidiaries and are taxed as corporations for United States federal income tax purposes. These entities were formed to make certain
foreign and domestic investments from time to time. TRS Ltd. and KFH Ltd. are organized as exempted companies incorporated with limited liability under the laws of the Cayman Islands,
and are generally anticipated to be exempt from United States federal and state income tax at the corporate entity level because they restrict their activities in the United States to trading in stock
and securities for their own account. They generally will not be subject to corporate income tax in our
financial statements on their earnings, and no provisions for income taxes for the year ended December 31, 2009 were recorded; however, we are generally required to include their current
taxable income in our calculation of taxable income allocable to shareholders.

While
the remaining REIT subsidiary (KFH II) is not expected to incur a 2009 federal or state tax liability, several of our domestic taxable corporate subsidiaries are expected to
incur a relatively small amount of 2009 federal and state tax liability.

Investment Portfolio

Corporate Investment Portfolio Summary

Our corporate investment portfolio primarily consists of investments in corporate loans and debt securities. Our corporate loans
primarily consist of senior secured, second lien and mezzanine loans. The corporate loans we invest in are generally below investment grade and are floating rate indexed to either
one-month or three-month LIBOR. Our investments in corporate debt securities primarily consist of investments in below investment grade corporate bonds that are senior secured, senior
unsecured and subordinated. We evaluate and monitor the asset quality of our investment portfolio by performing detailed credit reviews and by monitoring key credit statistics and trends. The key
credit statistics and trends we monitor to evaluate the quality of our investments include credit ratings of both our investments and the issuer, financial performance of the issuer including earnings
trends, free cash flows of the issuer, debt service coverage ratios of the issuer, financial leverage of the issuer, and industry trends that have or may impact the issuer's current or future
financial performance and debt service ability.



Our corporate loan portfolio totaled approximately $6.8 billion as of December 31, 2009 and $8.2 billion as of
December 31, 2008. Our corporate loan portfolio consists of debt obligations of corporations, partnerships and other entities in the form of senior secured loans, second lien loans and
mezzanine loans.

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The following table summarizes our corporate loans portfolio stratified by type as of December 31, 2009 and 2008:

Corporate Loans  (Amounts in thousands)

December 31, 2009

December 31, 2008Carrying
Value(1)

Amortized
Cost

Estimated
Fair Value

Carrying
Value(1)

Amortized
Cost

Estimated
Fair ValueSenior secured

$
6,093,463

$
6,093,463

$
5,774,248

$
7,237,365

$
7,237,365

$
4,627,121Second lien


638,052


638,052


560,038


702,940


702,940


361,196Mezzanine


81,073


81,073


79,337


249,185


249,185


109,266Subtotal


6,812,588


6,812,588


6,413,623


8,189,490


8,189,490


5,097,583Lower of cost or fair value adjustment


(31,637
)







(137,269
)




Allowance for loan losses


(237,308
)







(480,775
)




Total

$
6,543,643

$
6,812,588

$
6,413,623

$
7,571,446

$
8,189,490

$
5,097,583


(1)Total
carrying value includes loans held for sale of $925.7 million and $324.6 million as of December 31 2009 and 2008, respectively.


As
of December 31, 2009, $7.2 billion, or 98.3%, of our corporate loan portfolio was floating rate and $0.1 billion, or 1.7%, was fixed rate. As of
December 31, 2008, $8.3 billion, or 98.7%, of our corporate loan portfolio was floating rate and $0.1 billion, or 1.3%, was fixed rate. Fixed and floating amounts and percentages
are based on par values.

All
of our floating rate corporate loans have index reset frequencies of less than twelve months with the majority resetting at least quarterly. The weighted-average coupon on our
floating rate corporate loans was 3.7% and 4.6% as of December 31, 2009 and December 31, 2008, respectively, and the weighted-average coupon spread to LIBOR of our floating rate
corporate loan portfolio was 3.1% and 2.9% as of December 31, 2009 and December 31, 2008, respectively. The weighted-average years to maturity of our floating rate corporate loans was
4.3 years and 5.1 years as of December 31, 2009 and December 31, 2008, respectively.

As
of December 31, 2009, our fixed rate corporate loans had a weighted-average coupon of 13.6% and a weighted-average years to maturity of 5.4 years, as compared to 13.7%
and 6.4 years, respectively, as of December 31, 2008.

Loans
placed on non-accrual status may or may not be contractually past due at the time of such determination. When placed on non-accrual status, previously
recognized accrued interest is reversed and charged against current income. While on non-accrual status, interest income is recognized using the cost-recovery method,
cash-basis method or some combination of the two methods. A loan is placed back on accrual status when the ultimate collectability of the principal and interest is not in doubt.

As
of December 31, 2009 and December 31, 2008, we had loans on non-accrual status with total amortized cost of $439.9 million and $358.0 million,
respectively. The average recorded investment in the impaired loans included in non-accrual loans during 2009 and 2008 was $600.9 million and $628.7 million, respectively. As of December
31, 2009 and 2008, the allocated component of the allowance for loan losses included all impaired loans for the respective periods. The amount of interest income recognized using the
cash-basis method during the time within the period that the loans were impaired was $16.9 million and immaterial for 2009 and 2008, respectively.

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As
of December 31, 2009, we held corporate loans that were in default with a total amortized cost amount of $392.5 million from 7 issuers. As of December 31, 2008,
we held corporate loan investments that were in default with a total amortized cost amount of $312.7 million from 3 issuers. The majority of corporate loans in default during 2009 and 2008 were
included in the loans for which the allocated component of the allowance for losses was related to or in those investments for which we determined were loans held for sale as of December 31,
2009 and December 31, 2008, respectively.

The
following table summarizes the changes in Company's allowance for loan losses for the years ended December 31, 2009, 2008 and 2007 (amounts in thousands):

2009

2008

2007Balance at beginning of year

$
480,775

$
25,000

$
Provision for loan losses


39,795


481,488


25,000Charge-offs


(283,262
)

(25,713
)

Balance at end of year

$
237,308

$
480,775

$
25,000


As
of December 31, 2009 and December 31, 2008, we had an allowance for loan loss of $237.3 million and $480.8 million, respectively. As described under
"Critical Accounting Policies", our allowance for loan losses represents our estimate of probable credit losses inherent in our corporate loan portfolio held for investment as of the balance sheet
date. Estimating our allowance for loan losses involves a high degree of management judgment and is based upon a comprehensive review of our loan portfolio that is performed on a quarterly basis. Our
allowance for loan losses consists of two components, an allocated component and an unallocated component. The allocated component of our allowance for loan losses pertains to specific loans that we
have determined are impaired. We determine a loan is impaired when we estimate that it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan
agreement. On a quarterly basis we perform a comprehensive review of our entire loan portfolio and identify certain loans that we have determined are impaired. Once a loan is identified as being
impaired we place the loan on non-accrual status, unless the loan is already on non-accrual status, and record a reserve that reflects our best estimate of the loss that we
expect to recognize from the loan. Generally, the expected loss is estimated as being the difference between our current cost basis of the loan, including accrued interest receivable, and the loans'
estimated fair value.

The
unallocated component of our allowance for loan losses reflects our estimate of probable losses inherent in our loan portfolio as of the balance sheet date where the specific loan
that the loan loss relates to is indeterminable. We estimate the unallocated component of our allowance for loan losses through a comprehensive review of our loan portfolio and identify certain loans
that demonstrate possible indicators of impairment. This assessment excludes all loans that are determined to be impaired and as a result, an allocated reserve has been recorded as described in the
preceding paragraph. Such indicators include, but are not limited to, the current and/or forecasted financial performance and liquidity profile of the issuer, specific industry or economic conditions
that may impact the issuer, and the observable trading price of the loan if available. Loans that demonstrate possible indicators of impairment are aggregated on a watch list for monitoring and are
sub-divided for categorization based on the seniority of the loan in the issuer's capital structure, whether the loan is secured or unsecured, and the nature of the collateral securing the
loan, for purposes of applying possible default and loss severity ranges based on the nature of the issuer and the specific loan. We apply a range of default and loss severity estimates in order to
estimate a range of loss outcomes upon which to base our estimate of probable losses that results in the determination of the unallocated component of our allowance for loan losses.

As
of December 31, 2009, the allocated component of our allowance for loan losses totaled $81.7 million and relates to investments in loans issued by 6 issuers with an
aggregate par amount of

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$223.6 million
and an aggregate amortized cost amount of $121.2 million. As of December 31, 2008, the allocated component of the allowance for loan losses totaled
$320.6 million and relates to investments in loans issued by 11 issuers with an aggregate par amount of $828.2 million and an aggregate amortized cost amount of $715.4 million.
The unallocated component of our allowance for loan losses totaled $155.6 million and $160.2 million as of December 31, 2009 and 2008, respectively. During the year ended
December 31, 2009, we recorded charge-offs totaling $283.3 million comprised primarily of loans transferred to loans held for sale and loans exchanged for equity, certain of
which qualified as troubled debt restructurings. We recorded a charge-off during the year ended December 31, 2008 totaling $25.7 million relating to one investment in a
corporate loan.

We
recorded a $51.0 million charge to earnings during the year ended December 31, 2009 for the lower of cost or estimated fair value adjustment for corporate loans held for
sale which had a carrying value of $925.7 million as of December 31, 2009. We recorded a $137.3 million charge to earnings during the year ended December 31, 2008 for the
lower of cost or estimated fair value adjustment for corporate loans held for sale which had a carrying value of $324.6 million as of December 31, 2008. We had no corporate loans held
for sale during the year ended December 31, 2007.

The
following table summarizes the par value of our corporate loan portfolio stratified by Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings
Services ("Standard & Poor's") ratings category as of December 31, 2009 and December 31, 2008:

Corporate Loans  (Amounts in thousands)

Ratings Category

As of
December 31, 2009

As of
December 31, 2008Aaa/AAA

$


$
Aa1/AA+ through Aa3/AA-





A1/A+ through A3/A-





Baa1/BBB+ through Baa3/BBB-


22,040


Ba1/BB+ through Ba3/BB-


1,526,201


2,885,285B1/B+ through B3/B-


4,610,234


4,580,280Caa1/CCC+ and lower


1,120,140


957,104Non-rated


93,550


33,449Total

$
7,372,165

$
8,456,118




Our corporate debt securities portfolio totaled $754.4 million and $553.4 million as of December 31, 2009 and
2008, respectively. Our corporate debt securities portfolio consists of debt obligations of corporations, partnerships and other entities in the form of senior secured, senior unsecured and
subordinated bonds.

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The
following table summarizes our corporate debt securities portfolio stratified by type as of December 31, 2009 and 2008:

Corporate Debt Securities  (Amounts in thousands)

December 31, 2009

December 31, 2008Carrying
Value

Amortized
Cost

Estimated
Fair Value

Carrying
Value

Amortized
Cost

Estimated
Fair ValueSenior secured

$
156,410

$
99,202

$
156,410

$
57,641

$
75,127

$
57,641Senior unsecured


425,683


318,216


425,683


400,357


503,897


400,357Subordinated


172,316


143,219


172,316


95,443


163,450


95,443Total

$
754,409

$
560,637

$
754,409

$
553,441

$
742,474

$
553,441


As
of December 31, 2009, $647.4 million, or 77.6%, of our corporate debt securities portfolio was fixed rate and $186.7 million, or 22.4%, was floating rate. As of
December 31, 2008, $1.1 billion, or 86.8%, of our corporate debt securities portfolio was fixed rate and $160.7 million, or 13.2%, was floating rate. Fixed and floating amounts
and percentages are based on par values.

As
of December 31, 2009, our fixed rate corporate debt securities had a weighted-average coupon of 10.0% and a weighted-average years to maturity of 6.2 years, as compared
to 10.3% and 6.8 years, respectively, as of December 31, 2008. All of our floating rate corporate debt securities have index reset frequencies of less than twelve months. The
weighted-average coupon on our floating rate corporate debt securities was 3.6% and 7.0% as of December 31, 2009 and December 31, 2008, respectively, and the weighted-average coupon
spread to LIBOR of our floating rate corporate debt securities was 3.4% and 3.6% as of December 31, 2009 and December 31, 2008, respectively. The weighted-average years to maturity of
our floating rate corporate debt securities was 4.1 years and 4.5 years as of December 31, 2009 and December 31, 2008, respectively.

During
the year ended December 31, 2009 and December 31, 2008, we recorded impairment losses totaling $43.9 million and $474.5 million, respectively, for
corporate debt and equity securities that we determined to be other-than-temporarily impaired. These securities were determined to be
other-than-temporarily impaired either due to our determination that recovery in value is no longer likely or because we decided to sell the respective security in response to
specific credit concerns regarding the issuer. During the year ended December 31, 2007, we recorded losses totaling $5.9 million for a corporate debt security that we determined to be
other-than-temporarily impaired.

As
of December 31, 2009, we had no corporate debt securities in default. As of December 31, 2008, we held one corporate debt security that was in default with a total fair
value of $3.2 million. This corporate debt security was determined to be other-than-temporarily impaired as of December 31, 2008.

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The
following table summarizes the par value of our corporate debt securities portfolio stratified by Moody's and Standard & Poor's ratings category as of December 31, 2009
and 2008:

Corporate Debt Securities  (Amounts in thousands)

Ratings Category

As of
December 31, 2009

As of
December 31, 2008Aaa/AAA

$


$
Aa1/AA+ through Aa3/AA-





A1/A+ through A3/A-


15,590


37,500Baa1/BBB+ through Baa3/BBB-





Ba1/BB+ through Ba3/BB-


35,500


32,000B1/B+ through B3/B-


207,162


408,856Caa1/CCC+ and lower


557,187


734,303Non-Rated


18,691


6,816Total

$
834,130

$
1,219,475




Our residential mortgage investment portfolio consists of investments in RMBS with an estimated fair value of $121.9 million as
of December 31, 2009. The $121.9 million of RMBS is comprised of $67.3 million of RMBS that are rated investment grade or higher and $54.6 million of RMBS that are rated
below investment grade. Of the $121.9 million of RMBS investments we hold, $74.4 million are in 6 residential mortgage-backed securitization trusts that are not structured as qualifying
special-purpose entities. Accordingly, as we own the first loss securities in these trusts, we are deemed to be the primary beneficiary of these entities and as such, consolidate these trusts in
accordance with GAAP. This results in us reflecting the financial position and results of these trusts in our consolidated financial statements. Consolidation of these 6 entities does not impact our
net assets or net income; however, it does result in us showing the consolidated assets, liabilities, revenues and expenses on our consolidated financial statements. On our consolidated balance sheet
as of December 31, 2009, the $121.9 million of RMBS is computed as our investments in RMBS of $47.6 million, plus $74.4 million, which represents the difference between
residential mortgage loans of $2.1 billion less residential mortgage-backed securities issued of $2.0 billion plus $11.4 million of REO that is included in other assets on our
consolidated balance sheet. The $121.9 million of RMBS as of December 31, 2009 represents a decrease of 55.0% from $270.7 million as of December 31, 2008.

As
our consolidated financial statements included in this Annual Report on Form 10-K are presented to reflect the consolidation of the aforementioned residential
mortgage securitization trusts, the information contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations reflects our residential mortgage portfolio
presented on a consolidated basis consistent with the disclosures in our consolidated financial statements. Effective January 1, 2010, upon adoption of the FASB-issued new guidance,
we will deconsolidate these residential mortgage-backed securitization trusts. The deconsolidation of the 6 residential mortgage-backed securitization trusts is expected to result in a reduction of
both total assets and total liabilities of approximately $2.0 billion (based on December 31, 2009 amounts), with no net impact on either shareholders' equity or results of operations.

The
table below summarizes the carrying value, amortized cost and estimated fair value of our residential mortgage investment portfolio as of December 31, 2009 and
December 31, 2008. Carrying value is the value that investments are recorded on our consolidated balance sheets and is estimated fair value for residential mortgage-backed securities and
residential mortgage loans. Estimated fair

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values
set forth in the tables below are based on dealer quotes, nationally recognized pricing services and/or management's judgment when relevant observable inputs do not exist.

Residential Mortgage Investment Portfolio  (Amounts in thousands)

December 31, 2009

December 31, 2008Carrying
Value

Amortized
Cost

Estimated
Fair Value

Carrying
Value

Amortized
Cost

Estimated
Fair ValueResidential Mortgage Loans(1)

$
2,097,699

$
2,772,216

$
2,097,699

$
2,620,021

$
3,371,014

$
2,620,021Residential Mortgage-Backed Securities


47,572


95,483


47,572


102,814


125,849


102,814Total

$
2,145,271

$
2,867,699

$
2,145,271

$
2,722,835

$
3,496,863

$
2,722,835


(1)Excludes
REOs as a result of foreclosure on delinquent loans of $11.4 million and $10.8 million as of December 31, 2009 and
December 31, 2008, respectively.


As
of December 31, 2009, 26 of our residential mortgage loans with an outstanding balance of $11.4 million were REO as a result of foreclosure on delinquent loans. As of
December 31, 2008, 33 of our residential mortgage loans owned by us with an outstanding balance of $10.8 million were REO as a result of foreclosure on delinquent loans.

The
following table summarizes the delinquency statistics of our residential mortgage loans, excluding REOs, as of December 31, 2009 and December 31, 2008 (dollar amounts
in thousands):

December 31, 2009

December 31, 2008Delinquency Status

Number
of Loans

Principal
Amount

Number
of Loans

Principal
Amount30 to 59 days


84

$
37,261


93

$
37,28260 to 89 days


47


19,389


41


15,65490 days or more


138


55,697


76


29,803In foreclosure


139


57,497


67


22,841Total


408

$
169,844


277

$
105,580


Shareholders' Equity

Our shareholders' equity at December 31, 2009, 2008 and 2007 totaled $1.2 billion, $0.7 billion and
$1.6 billion, respectively. Included in our shareholders' equity as of December 31, 2009, 2008 and 2007 is accumulated other comprehensive income (loss) totaling $152.7 million,
$(268.8) million and $(157.2) million, respectively.

Our
average shareholders' equity and return on average shareholders' equity for the year ended December 31, 2009 was $0.9 billion and 8.4%, respectively, and for the year
ended December 31, 2008 was $1.7 billion and (65.0)%, respectively. Our average shareholders' equity and return on average shareholders' equity for the year ended December 31,
2007 was $1.7 billion and (6.0)%, respectively. Return on average shareholders' equity is defined as net income (loss) divided by weighted average shareholders' equity.

Our
book value per share as of December 31, 2009 and December 31, 2008 was $7.37 and $4.40, respectively, and is computed based on 158,359,757 and 150,881,500 shares issued
and outstanding as of December 31, 2009 and 2008, respectively. The increase in book value per share from 2008 to 2009 was primarily attributable to appreciation in the estimated fair value of
certain of our corporate debt

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securities
previously determined to be other-than-temporarily impaired. Unrealized gains and losses on securities available-for-sale are recorded in
accumulated other income (loss), which increased $421.5 million from a loss of $268.8 million as of December 31, 2008 to income of $152.7 million as of December 31,
2009.

On
November 29, 2009, our board of directors declared a cash distribution of $0.05 per share to shareholders of record on December 7, 2009. The aggregate amount of the
distribution of $7.9 million was paid on December 21, 2009.

Liquidity and Capital Resources

We actively manage our liquidity position with the objective of preserving our ability to fund our operations and fulfill our
commitments on a timely and cost-effective basis. As of December 31, 2009, we had unrestricted cash and cash equivalents totaling $97.1 million.

The
majority of our investments are held in Cash Flow CLOs. Accordingly, the majority of our cash flows have historically been received from our investments in the mezzanine and
subordinated notes of our Cash Flow CLOs. Market conditions during 2008 and 2009 had a material adverse impact on our cash flows and liquidity. During the year ended December 31, 2009, certain
of our Cash Flow CLOs were out of compliance with certain compliance tests (specifically, OC Tests) outlined in their respective indentures and as a result, the cash flows we would generally expect to
receive from our Cash Flow CLO holdings was paid to the senior note holders of the Cash Flow CLOs that were out of compliance with their respective OC Tests.

On
July 10, 2009, we undertook certain actions with respect to CLO 2005-1, CLO 2005-2 and CLO 2006-1 that had a positive cash flow impact for
us. Specifically, we surrendered for cancellation, without consideration, $298.4 million in aggregate of mezzanine notes and junior notes issued to us by these three CLO transactions. The
Surrendered Notes were promptly cancelled upon receipt by the trustee of each transaction and the related debt was extinguished by the issuers thereof. As a result of the transaction, the OC Tests for
these three CLOs were brought into compliance, enabling the mezzanine and subordinated note holders, including us, to resume receiving cash flows from these transactions during the period when the OC
Tests remain in compliance.

In
addition to our Cash Flow CLOs, a portion of our assets were previously held in Wayzata, a market value CLO transaction. On March 31, 2009, we completed the restructuring of
Wayzata and replaced it with CLO 2009-1. As a result of the restructuring, substantially all of Wayzata's assets were transferred to CLO 2009-1, a newly formed special purpose
company, which issued $560.8 million aggregate principal amount of senior notes due April 2017 and $154.3 million aggregate principal amount of subordinated notes due April 2017 to the
existing Wayzata note holders in exchange for cancellation of the Wayzata notes, due November 2012, previously held by each of them. CLO 2009-1 was structured as a cash flow transaction
and does not contain the market value provisions contained in Wayzata. The portfolio manager of CLO 2009-1 was an affiliate of our Manager. The notes issued by CLO 2009-1 were
secured by the same collateral that secured the Wayzata notes, consisting primarily of senior secured leveraged loans. As was the case with Wayzata, at the time of the restructuring, we and an
affiliate of our Manager owned all of the subordinated notes issued by CLO 2009-1. During June 2009, we paid down the senior notes issued by CLO 2009-1 by $516.4 million
and on July 24, 2009, we retired the remaining balance of $44.4 million of outstanding senior notes. Prior to the retirement of the senior notes, an affiliate of ours held a 20% interest
in the subordinated notes issued by CLO 2009-1. As part of the deleveraging of CLO 2009-1, the subordinated notes in CLO 2009-1 held by our affiliate were retired
in exchange for a 20% interest in
each of CLO 2009-1's assets which remained following the deleveraging. As a result of the deleveraging transaction and the distribution of assets to our affiliate, we now hold 100% of the
residual assets of CLO 2009-1.

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We
closely monitor our liquidity position and believe we have sufficient liquidity and access to liquidity to meet our financial obligations for at least the next 12 months.

Sources of Funds



On April 8, 2008, we completed a public offering of 34.5 million common shares at a price of $11.85 per common share. Net
proceeds from the transaction before expenses totaled $384.3 million.



As of December 31, 2009, we had five CLO transactions outstanding. Previously, an affiliate of our Manager owned a 37% interest
in the junior notes of both CLO 2007-1 and CLO 2007-A; however, in December 2009, the affiliate of our Manager transferred to a third party certain of their junior notes. As
such, these notes owned by third parties totaling $17.3 million as of December 31, 2009 are reflected as collateral loan obligation junior secured notes on our consolidated balance
sheets. The aggregate carrying amount of the junior notes in CLO 2007-1 and CLO 2007-A held by the affiliate of our Manager is $533.8 million as of December 31,
2009, which is reflected as collateralized loan obligation junior secured notes to affiliates on our consolidated balance sheet.

In
accordance with GAAP, we consolidate each of these CLO transactions. We utilize CLOs to fund our investments in corporate loans and corporate debt securities. The indentures governing
our Cash Flow CLOs include numerous compliance tests, the majority of which relate to the CLO's portfolio profile. In the event that a portfolio profile test is not met, the indenture places
restrictions on the ability of the CLO's manager to reinvest available principal proceeds generated by the collateral in the CLOs until the specific test has been cured. In addition to the portfolio
profile tests, the indentures for the CLO transactions include OC Tests which set the ratio of the collateral value of the assets in the CLO to the tranches of debt for which the test is being
measured, as well as interest coverage tests. For purposes of the calculation, collateral value is the par value of the assets unless an asset is in default, is a discounted obligation, or is a
CCC-rated asset in excess of the percentage of CCC-rated asset limit specified for each CLO transaction.

If
an asset is in default, the indenture for each Cash Flow CLO transaction defines the value used to determine the collateral value, which value is generally the lower of market value
of the asset or the recovery value proscribed for the asset based on its type and rating by Standard & Poor's or Moody's.

A
discount obligation is an asset with a purchase price of less than a particular percentage of par. The discount obligation amounts are specified in each Cash Flow CLO transaction and
are generally set at a purchase price of less than 80% of par for corporate loans and 75% of par for corporate debt securities.

The
indenture for each Cash Flow CLO transaction specifies a CCC-threshold for the percentage of total assets in the CLO that can be rated CCC. All assets in excess of the
CCC threshold specified for the respective CLO are included in the OC Tests at market value and not par.

Defaults
of assets in Cash Flow CLOs, ratings downgrade of assets in Cash Flow CLOs to CCC, price declines of CCC assets in excess of the proscribed CCC threshold amount, and price
declines in assets classified as discount obligations may reduce the over-collateralization ratio such that a Cash Flow CLO is not in compliance. If a Cash Flow CLO is not in compliance
with an OC Test, cash flows normally payable to the holders of junior classes of notes will be used by the CLO to amortize the most senior class of notes until such point as the OC Test is brought
back into compliance. As a result of the historic declines in asset prices, particularly in the corporate loan and high yield securities asset classes during the fourth quarter of 2008, one or more of
our CLO transactions were out of compliance with the OC Tests for periods of time. While being out of compliance with an OC Test would not

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impact
our investment portfolio or results of operations, it would impact our unrestricted cash flows available for operations, new investments and dividend distributions. During 2009 however, as
signs of economic recovery appeared evidenced by appreciating market values, the majority of our CLO transactions came into compliance with their OC Tests. The following table summarizes several of
the
material tests and metrics for each of our Cash Flow CLOs. This information is based on the December 2009 monthly reports which are prepared by the independent third-party trustee for each Cash
Flow CLO transaction:



(dollar amounts in thousands)

CLO 2005-1

CLO 2005-2

CLO 2006-1

CLO 2007-1

CLO 2007-AInvestments

$
1,048,598

$
1,005,414

$
1,018,017

$
3,472,110

$
1,540,766Senior IC ratio minimum


115.0
%

125.0
%

115.0
%

115.0
%

120.0
%Actual senior IC ratio


493.8
%

738.4
%

465.8
%

364.4
%

463.1
%CCC amount

$
42,903

$
50,391

$
153,806

$
637,139

$
246,416CCC percentage of portfolio


4.1
%

5.0
%

15.1
%

18.4
%

16.0
%CCC threshold percentage


5.0
%

7.5
%

7.5
%

7.5
%

7.5
%Senior OC Test


119.4
%

123.0
%

143.1
%

159.1
%

119.7
%Actual senior OC Test


128.1
%

132.9
%

153.4
%

164.7
%

127.2
%Cushion / (Excess)

$
67,227

$
73,425

$
62,977

$
104,659

$
82,273Subordinate OC Test requirement


106.2
%

106.9
%

114.0
%

120.1
%

109.9
%Actual OC Test


109.5
%

118.0
%

131.0
%

114.7
%

109.6
%Cushion / (Excess)

$
30,141

$
92,560

$
120,997

$
(144,286
)
$
(3,270
)


As
reflected in the table above, each of our Cash Flow CLO transactions is in compliance with its respective IC ratio tests based on the December 2009 monthly reports for the
respective CLOs. Based on the December 2009 monthly reports, all Cash Flow CLOs are also in compliance with their

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respective
senior OC Tests and CLO 2005-1, CLO 2005-2 and CLO 2006-1 are in compliance with their respective subordinate OC Tests. On January 4, 2010, CLO
2007-A was brought into compliance with its respective OC Tests. As a result, CLOs that were previously not in compliance and were amortizing the most senior class of notes, are expected
to resume cash flows normally payable to the holders of junior classes of notes, including us.



On August 5, 2009, we entered into an agreement with our lenders to amend the terms of our senior secured credit facility. Among
other things, the amendment provides that: (i) the size of the facility be reduced to $200.0 million from $300.0 million, (ii) the lending commitments of the lenders to
this facility be modified to provide for quarterly amortization of $12.5 million per quarter until the size of the facility has been reduced to $150 million on June 30, 2010,
(iii) the interest rate applicable to borrowings under the facility be increased from LIBOR plus 300 basis points to LIBOR plus 400 basis points, (iv) the adjusted tangible net worth
covenant be reduced to $700.0 million from $1.0 billion, (v) the maturity date of the borrowings under the facility be extended to November 10, 2011, and
(vi) certain events of default under the Credit Agreement be added. The amendment also provides that we can (i) pay a yearly distribution to our shareholders in an amount
equal to no greater than 50% of our taxable income for such year and (ii) use up to $50 million of our unrestricted cash to repurchase our convertible notes due July 2012 and/or our
outstanding trust preferred securities. In conjunction with this amendment, we paid the lenders to our credit facility fees totaling $4.5 million.

As
of December 31, 2009, we had borrowings outstanding under the senior secured credit facility totaling $175.0 million.



On November 10, 2008, the Borrowers entered into an agreement for a two-year $100.0 million standby unsecured
revolving credit agreement (the "Standby Agreement") with our Manager and Kohlberg Kravis Roberts & Co. (Fixed Income) LLC, the parent of our Manager. The borrowing facility had
an original maturity December 2010 and bore interest at a rate equal to LIBOR for an interest period of 1, 2 or 3 months (at our option) plus 15.00% per annum. Standby Agreement includes
covenants, representations, warranties, indemnities and events of default that are customary for facilities of this type.

On
November 5, 2009, we terminated the Standby Agreement at which time no borrowings were outstanding under the facility. As a result of the termination, we recorded a
write-off of $1.4 million of unamortized debt issuance costs.



During the third quarter of 2009, we repurchased $5.0 million of junior subordinated notes, which resulted in a gain on
extinguishment of $3.8 million, partially offset by a $0.1 million write-off of unamortized debt issuance costs.



On July 23, 2007, we issued an aggregate of $300.0 million of 7.0% convertible senior notes maturing on July 15,
2012 (the "Notes") to qualified institutional buyers. The
Notes represent our senior unsecured obligations which bear interest at the rate of 7.0% per year. Interest is payable semi-annually on January 15 and July 15 of each year
and began January 15, 2008. The Notes are convertible into our common shares at a conversion price of $31.00. This new conversion rate for each $1,000 principal amount of Notes is 32.2581 of
our common shares.

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During June 2009, we completed two transactions to exchange a total of $15.7 million par value of convertible notes for 7.2 million of our common
shares. These transactions resulted in us recording a gain of $6.9 million, or approximately $0.05 per diluted common share, which was partially offset by a write-off of
$0.1 million of unamortized debt issuance costs and $0.4 million of other associated costs during the second quarter of 2009.

As
of December 31, 2009 and as of the date of filing this Annual Report on Form 10-K, we believe we are in compliance with the covenants contained within our
respective borrowing agreements.



As of December 31, 2009, we had committed to purchase corporate loans with aggregate commitments totaling $156.5 million.
In addition, we participate in certain financing arrangements, including revolvers and delayed draw facilities, whereby we are committed to provide funding at the discretion of the borrower up to a
specific predetermined amount. As of December 31,
2009, we had unfunded financing commitments totaling $40.5 million. We do not expect material losses related to the corporate loans for which we commit to purchase and fund.



The table below summarizes our contractual obligations as of December 31, 2009 and are subject to material changes based on
factors including interest rates, compliance with OC Tests and pay downs subsequent to December 31, 2009. The table below excludes contractual commitments related to our

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derivatives
and amounts payable under the Management Agreement that we have with our Manager because those contracts do not have fixed and determinable payments:

Contractual Obligations  (Amounts in thousands)

Payments Due by PeriodTotal

Less than 1 year

1-3 years

3-5 years

More than 5 yearsSenior secured credit facility(1)

$
188,817

$
32,439

$
156,378

$


$
CLO 2005-1 senior secured notes(2)


870,007


5,106


10,211


10,211


844,479CLO 2005-2 senior secured notes(2)


837,558


4,681


9,361


9,361


814,155CLO 2006-1 senior secured notes(2)


720,536


4,305


8,609


8,609


699,013CLO 2007-1 senior secured notes(2)


2,379,846


17,850


35,700


35,700


2,290,596CLO 2007-1 junior secured notes to affiliates(3)


589,704


13,360


26,721


26,721


522,902CLO 2007-1 junior secured notes(3)


19,129


435


869


869


16,956CLO 2007-A senior secured notes(2)


1,261,913


13,424


26,847


26,847


1,194,795CLO 2007-A junior secured notes to affiliates(3)


137,344


5,293


10,587


10,587


110,877CLO 2007-A junior secured notes(3)


4,467


172


344


344


3,607Convertible senior notes(4)


324,869


19,306


305,563





Junior subordinated notes(5)


538,394


15,308


30,617


30,617


461,852Loan commitments(6)


197,030


169,004


28,026





Operating leases


10,887


1,885


3,562


3,018


2,422Total

$
8,080,501

$
302,568

$
653,395

$
162,884

$
6,961,654


(1)Includes
interest to be paid over the maturity of the senior secured credit facility which has been calculated assuming no prepayments are made and debt is
held until its final maturity date. The future interest payments are calculated using rates in effect as of December 31, 2009, at spreads to market rates pursuant to the credit facility
agreement, which is 4.3%. Excludes the commitment fee on the credit facility.(2)Includes
interest to be paid over the maturity of the CLO senior secured notes which has been calculated assuming no pay downs are made and debt is held
until its final maturity date. The future interest payments are calculated using weighted average borrowing rates as of December 31, 2009.(3)Includes
interest to be paid over the maturity of the CLO mezzanine notes which has been calculated assuming no pay downs are made and debt is held until
its final maturity date. The future interest payments are calculated using weighted average borrowing rates as of December 31, 2009.


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(4)Includes
interest to be paid over the maturity of the convertible senior notes which has been calculated assuming no prepayments are made and debt is held
until its final maturity date. The future interest payments are calculated using the stated 7.0% interest rate.(5)Includes
interest to be paid over the maturity of the junior subordinated notes which has been calculated assuming no prepayments are made and debt is held
until its final maturity date. The future interest payments are calculated using fixed and variable rates in effect as of December 31, 2009, at spreads to market rates pursuant to the financing
agreements, and range from 2.5% to 8.1%.(6)Represents
commitments to purchase corporate loans, as well as commitments to provide funding at the discretion of the borrower up to a specific
predetermined amount. Refer to "Off-Balance Sheet Commitments" above for further discussion.


Partnership Tax Matters



We intend to continue to operate so that we qualify, for United States federal income tax purposes, as a partnership and not as an
association or a publicly traded partnership taxable as a corporation. Holders of our shares are subject to United States federal income taxation and generally other taxes, such as state, local and
foreign income taxes, on their allocable share of our taxable income, regardless of whether or when they receive cash distributions. In addition, certain of our investments, including investments in
foreign corporate subsidiaries, CLO issuers, including those treated as partnerships or disregarded entities for United States federal income tax purposes, and debt securities, may produce taxable
income without corresponding distributions of cash to us or may produce taxable income prior to or following the receipt of cash relating to such income. Consequently, in some taxable years, holders
of our shares may recognize taxable income in excess of our cash distributions. Furthermore, even if we did not pay cash distributions with respect to a taxable year, holders of our shares may still
have a tax liability attributable to their allocation of taxable income from us during such year.



We intend to continue to operate so that we qualify as a partnership, and not as an association or a publicly traded partnership
taxable as a corporation, for United States federal income tax purposes. In general, if a partnership is "publicly traded" (as defined in the Code), it will be treated as a corporation for United
States federal income purposes. A publicly traded partnership will, however, be taxed as a partnership, and not as a corporation, for United States federal income tax purposes, so long as it is not
required to register under the Investment Company Act and at least 90% of its gross income for each taxable year constitutes "qualifying income" within the meaning of Section 7704(d) of the
Code. We refer to this exception as the "qualifying income exception." Qualifying income generally includes rents, dividends, interest (to the extent such interest is neither derived from the "conduct
of a financial or insurance business" nor based, directly or indirectly, upon "income or profits" of any person), income and gains derived from certain activities related to minerals and natural
resources, and capital gains from the sale or other disposition of stocks, bonds and real
property. Qualifying income also includes other income derived from the business of investing in, among other things, stocks and securities.

If
we fail to satisfy the "qualifying income exception" described above, items of income, gain, loss, deduction and credit would not pass through to holders of our shares and such
holders would be treated for United States federal (and certain state and local) income tax purposes as shareholders in a corporation. In such case, we would be required to pay income tax at regular
corporate rates on all of our income. In addition, we would likely be liable for state and local income and/or franchise taxes on

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all
of our income. Distributions to holders of our shares would constitute ordinary dividend income taxable to such holders to the extent of our earnings and profits, and these distributions would not
be deductible by us. If we were taxable as a corporation, it could result in a material reduction in cash flow and after-tax return for holders of our shares and thus could result in a
substantial reduction in the value of our shares and any other securities we may issue.



We expect to mail the 2009 Schedule K-1 (Form 1065), Partner's Share of Income, Deductions, Credits, etc. to
shareholders by the end of March 2010.

Our Investment Company Act Status

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is, holds itself out as being,
or proposes to be, primarily engaged in the business of investing, reinvesting or trading in securities and Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any
issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire "investment securities" (within the
meaning of the Investment Company Act) having a value exceeding 40% of the value of the issuer's total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the
"40% test"). Excluded from the term "investment securities" are, among others, securities issued by majority-owned subsidiaries unless the subsidiary is an investment company or relies on the
exceptions from the definition of an investment company provided by Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act (a "fund"). The Investment Company Act defines a
"majority-owned subsidiary" of a person as any company 50% or more of the outstanding voting securities (i.e., those securities presently entitling the holder thereof to vote for the
election of directors of the company) of which are owned by that person, or by another company that is, itself, a majority owned subsidiary of that person.

We
are organized as a holding company. We conduct our operations primarily through our majority owned subsidiaries. Each of our subsidiaries is excepted from the definition of an
investment company under the Investment Company Act. We believe that we are not, and that we do not propose to be, primarily engaged in the business of investing, reinvesting or trading in securities
and we do not believe that we have held ourselves out as such. We intend to continue to conduct our operations so that we are not required to register as an investment company under the Investment
Company Act.

We
monitor our holdings regularly to confirm our continued compliance with the 40% test. In calculating our position under the 40% test, we are responsible for determining whether any of
our subsidiaries is majority-owned. We treat subsidiaries in which we own at least 50% of the outstanding voting securities, including those that issue CLOs, as majority-owned for purposes of the 40%
test. Some of our subsidiaries may rely solely on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. In order for us to satisfy the 40% test, our ownership interests in
those subsidiaries or any of our subsidiaries that are not majority-owned, together with any other "investment securities" that we may own, may not have a combined value in excess of 40% of the value
of our total assets on an unconsolidated basis and exclusive of U.S. government securities and cash items. However, most of our subsidiaries rely on exceptions provided by provisions of, and rules and
regulations promulgated under, the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act) and, therefore, are not defined or regulated as
investment companies. In order to conform to these exceptions, these subsidiaries are limited with respect to the assets in which each of them can invest and/or the types of securities each of them
may issue. We must, therefore, monitor each subsidiary's compliance with its applicable exception and our freedom of action, and that of our subsidiaries, may be limited as a result. For example, our
subsidiaries that issue CLOs generally rely on Rule 3a-7 under Investment Company Act, while KKR Financial Holdings II, LLC, or "KFH II," our

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subsidiary
that is taxed as a REIT for U.S. federal income tax purposes, generally relies on Section 3(c)(5)(C) of the Investment Company Act. Each of these exceptions requires, among other
things that the subsidiary (i) not issue redeemable securities and (ii) engage in the business of holding certain types of assets, consistent with the terms of the exception. We do not
treat our interests in majority-owned subsidiaries that rely on Section 3(c)(5)(C) of, or Rule 3a-7 under, the Investment Company Act as investment securities when
calculating our 40% test.

We
sometimes refer to our subsidiaries that rely on Rule 3a-7 under the Investment Company Act as "CLO subsidiaries." Rule 3a-7 under the Investment
Company Act is available to certain structured financing vehicles that are engaged in the business of holding financial assets that, by their terms, convert into cash within a finite time period and
that issue fixed income securities entitling holders to receive payments that depend primarily on the cash flows from these assets, provided that, among other things, the structured finance vehicle
does not engage in certain portfolio management practices resembling those employed by mutual funds. Accordingly, each of these CLO subsidiaries is subject to an indenture (or similar transaction
documents) that contains specific
guidelines and restrictions limiting the discretion of the CLO subsidiary and its collateral manager. In particular, these guidelines and restrictions prohibit the CLO subsidiary from acquiring and
disposing of assets primarily for the purpose of recognizing gains or decreasing losses resulting from market value changes. Thus, a CLO subsidiary cannot acquire or dispose of assets primarily to
enhance returns to the owner of the equity in the CLO subsidiary; however, subject to this limitation, sales and purchases of assets may be made so long as doing so does not violate guidelines
contained in the CLO subsidiary's relevant transaction documents. A CLO subsidiary generally can, for example, sell an asset if the collateral manager believes that its credit quality has declined
since its acquisition or that the credit profile of the obligor will deteriorate and the proceeds of permitted dispositions may be reinvested in additional collateral, subject to fulfilling the
requirements set forth in Rule 3a-7 under the Investment Company Act and the CLO subsidiary's relevant transaction documents. As a result of these restrictions, our CLO subsidiaries
may suffer losses on their assets and we may suffer losses on our investments in those CLO subsidiaries.

We
sometimes refer to KFH II, our subsidiary that relies on Section 3(c)(5)(C) of the Investment Company Act, as our "REIT subsidiary." Section 3(c)(5)(C) of the Investment
Company Act is available to companies that are primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate. While the SEC has not
promulgated rules to address precisely what is required for a company to be considered to be "primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and
interests in real estate," the SEC's Division of Investment Management, or the "Division," has taken the position, through a series of no-action and interpretive letters, that a company
may rely on Section 3(c)(5)(C) of the Investment Company Act if, among other things, at least 55% of the company's assets consist of mortgage loans and other assets that are considered the
functional equivalent of mortgage loans (collectively, "qualifying real estate assets"), and at least 25% of the company's assets consist of real estate-related assets (reduced by the excess of the
company's qualifying real estate assets over the required 55%), leaving no more than 20% of the company's assets to be invested in miscellaneous assets. The Division has also provided guidance as to
the types of assets that can be considered qualifying real estate assets. Because the Division's interpretive letters are not binding except as they relate to the companies to whom they are addressed,
if the Division were to change its position as to, among other things, what assets might constitute qualifying real estate assets our REIT subsidiary might be required to change its investment
strategy to comply with the changed position. We cannot predict whether such a change would be adverse.

Based
on current guidance, our REIT subsidiary classifies investments in mortgage loans as qualifying real estate assets, as long as the loans are "fully secured" by an interest in real
estate on which we retain the right to foreclose. That is, if the loan-to-value ratio of the loan is equal to or less

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than
100%, then the mortgage loan is considered to be a qualifying real estate asset. Mortgage loans with loan-to-value ratios in excess of 100% are considered to be only real
estate-related assets. Our REIT subsidiary considers agency whole pool certificates to be qualifying real estate assets. Examples of agencies that issue whole pool certificates are the Federal
National Mortgage Association, the Federal Home Loan Mortgage Corporation and the Government National Mortgage Association. An agency whole pool certificate is a certificate issued or guaranteed as to
principal and interest by the U.S. government or by a federally chartered entity, which represents the entire
beneficial interest in the underlying pool of mortgage loans. By contrast, an agency certificate that represents less than the entire beneficial interest in the underlying mortgage loans is not
considered to be a qualifying real estate asset, but is considered to be a real estate-related asset.

Most
non-agency mortgage-backed securities do not constitute qualifying real estate assets because they represent less than the entire beneficial interest in the related pool
of mortgage loans; however, based on Division guidance, where our REIT subsidiary's investment in non-agency mortgage-backed securities is the "functional equivalent" of owning the
underlying mortgage loans, our REIT subsidiary may treat those securities as qualifying real estate assets. Moreover, investments in mortgage-backed securities that do not constitute qualifying real
estate assets will be classified as real estate-related assets. Therefore, based upon the specific terms and circumstances related to each non-agency mortgage-backed security that our REIT
subsidiary owns, our REIT subsidiary will make a determination of whether that security should be classified as a qualifying real estate asset or as a real estate-related asset; and there may be
instances where a security is recharacterized from being a qualifying real estate asset to a real estate-related asset, or conversely, from being a real estate-related asset to being a qualifying real
estate asset based upon the acquisition or disposition or redemption of related classes of securities from the same securitization trust. If our REIT subsidiary acquires securities that, collectively,
receive all of the principal and interest paid on the related pool of underlying mortgage loans (less fees, such as servicing and trustee fees, and expenses of the securitization), and that subsidiary
has foreclosure rights with respect to those mortgage loans, then our REIT subsidiary will consider those securities, collectively, to be qualifying real estate assets. If another entity acquires any
of the securities that are expected to receive cash flow from the underlying mortgage loans, then our REIT subsidiary will consider whether it has appropriate foreclosure rights with respect to the
underlying loans and whether its investment is a first loss position in deciding whether these securities should be classified as qualifying real estate assets. If our REIT subsidiary owns more than
one subordinate class, then, to determine the classification of subordinate classes other than the first loss class, our REIT subsidiary will consider whether such classes are contiguous with the
first loss class (with no other classes absorbing losses after the first loss class and before any other subordinate classes that our REIT subsidiary owns), whether our REIT subsidiary owns the entire
amount of each such class and whether our REIT subsidiary would continue to have appropriate foreclosure rights in connection with each such class if the more subordinate classes were no longer
outstanding. If the answers to any of these questions is no, then our REIT subsidiary would expect not to classify that particular class, or classes senior to that class, as qualifying real estate
assets.

As
noted above, if the combined values of the investment securities issued by our subsidiaries that must rely on Section 3(c)(1) or Section 3(c)(7) of the Investment
Company Act, together with any other investment securities we may own, exceeds 40% of the value of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis,
we may be deemed to be an investment company. If we fail to maintain an exception, exemption or other exclusion from the Investment Company Act, we could, among other things, be required either
(i) to change substantially the manner in which we conduct our operations to avoid being subject to the Investment Company Act or (ii) to register as an investment company. Either of
these would likely have a material adverse effect on us, our ability to service our indebtedness and to make distributions on our shares, and on the market price of our shares and any other securities
we may issue. If we were required to register as an investment company under the Investment Company Act, we would become subject to substantial

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regulation
with respect to our capital structure (including our ability to use leverage), management, operations, transactions with certain affiliated persons (within the meaning of the Investment
Company Act), portfolio composition (including restrictions with respect to diversification and industry concentration) and other matters. Additionally, our Manager would have the right to terminate
our management agreement. Moreover, if we were required to register as an investment company, we would no longer be eligible to be treated as a partnership for United States federal income tax
purposes. Instead, we would be classified as a corporation for tax purposes and would be able to avoid corporate taxation only to the extent that we were able to elect and qualify as a regulated
investment company ("RIC") under applicable tax rules. Because our eligibility for RIC status would depend on our assets and sources of income at the time that we were required to register as an
investment company, there can be no assurance that we would be able to qualify as a RIC. If we were to lose partnership status and fail to qualify as a RIC, we would be taxed as a regular corporation.
See "Partnership Tax MattersQualifying Income Exception".

We
have not requested approval or guidance from the SEC or its staff with respect to our Investment Company Act determinations, including, in particular: our treatment of any subsidiary
as majority-owned; the compliance of any subsidiary with Section 3(c)(5)(C) of, or Rule 3a-7 under, the Investment Company Act, including any subsidiary's determinations with
respect to the consistency of its assets or operations with the requirements thereof; or whether our interests in one or more subsidiaries constitute investment securities for purposes of the 40%
test. If the SEC were to disagree with our treatment of one or more subsidiaries as being excepted from the Investment Company Act pursuant to Rule 3a-7 or
Section 3(c)(5)(C), with our determination that one or more of our other holdings do not constitute investment securities for purposes of the 40% test, or with our determinations as to the
nature of the business in which we engage or the manner in which we hold ourselves out, we and/or one or more of our subsidiaries would need to adjust our operating strategies or assets in order for
us to continue to pass the 40% test or register as an investment company, either of which could have a material adverse effect on us. Moreover, we may be required to adjust our operating strategy and
holdings, or to effect sales of our assets in a manner that, or at a time or price at which, we would not otherwise choose, if there are changes in the laws or rules governing our Investment Company
Act status or that of our subsidiaries, or if the SEC or its staff provides more specific or different guidance regarding the application of relevant provisions of, and rules under, the Investment
Company Act. Such guidance could provide additional flexibility, or it could further inhibit our ability, or the ability of a subsidiary, to pursue a chosen operating strategy, which could have a
material adverse effect on us.

If
the SEC or a court of competent jurisdiction were to find that we were required, but failed, to register as an investment company in violation of the Investment Company Act, we would
have to cease business activities, we would breach representations and warranties and/or be in default as to certain of our contracts and obligations, civil or criminal actions could be brought
against us, our contracts would be unenforceable unless a court were to require enforcement and a court could appoint a receiver to take control of us and liquidate our business, any or all of which
would have a material adverse effect on our business.

Quantitative and Qualitative Disclosures About Market Risk



From time to time, we may make investments that are denominated in a foreign currency through which we may be subject to foreign
currency exchange risk.

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Liquidity risk is defined as the risk that we will be unable to fulfill our obligations on a timely basis, continuously borrow funds in
the market on a cost-effective basis to fund actual or proposed commitments, or liquidate assets when needed at a reasonable price.

A
material event that impacts capital markets participants may impair our ability to access additional liquidity. If our cash resources are at any time insufficient to satisfy our
liquidity requirements, we may have to sell assets or issue debt or additional equity securities.

Our
ability to meet our long-term liquidity and capital resource requirements may be subject to our ability to obtain additional debt financing and equity capital. We may
increase our capital resources through offerings of equity securities (possibly including common shares and one or more classes of preferred shares), securitization transactions structured as secured
financings, and senior or subordinated notes. If we are unable to renew, replace or expand our sources of financing on acceptable terms, it may have an adverse effect on our business and results of
operations and our ability to make distributions to shareholders. Upon liquidation, holders of our debt securities and lenders with respect to other borrowings will receive, and any holders of
preferred shares that we may issue in the future may receive, a distribution of our available assets prior to holders of our common shares. The decisions by investors and lenders to enter into equity,
and financing transactions with us will depend upon a number of factors, including our historical and projected financial performance, compliance with the terms of our current credit arrangements,
industry and market trends, the availability of capital and our investors' and lenders' policies and rates applicable thereto, and the relative attractiveness of alternative investment or lending
opportunities.

We
have established a formal liquidity contingency plan which provides guidelines for liquidity management. We determine our current liquidity position and forecast liquidity based on
anticipated changes in the balance sheet. We also stress test our liquidity position under several different stress scenarios. A stress test aims at capturing the impact of extreme (but rare) market
rate changes on the market value of equity and net interest income. This scenario is applied on a daily basis to our balance sheet and the resulting loss in cash is evaluated. Besides providing a
measure of the potential loss under the extreme scenario, this technique enables us to identify the nature of the changes in market risk factors to which it is the most sensitive, allowing us to take
appropriate action to address those risk factors. A decrease in the fair value of our investments held through total rate of return swaps would result in us posting additional collateral. Conversely,
an increase in the fair value of these swaps would result in us receiving a portion of the previously posted collateral.

The
table below summarizes the potential impact on our liquidity position under different stress scenarios as applied to our investments held through total rate of return swap agreements
(amounts in thousands):

Impact on liquidity due to (decrease) increase in fair value of investments-10.0%

-7.5%

-5.0%

-2.5%

0.0%

2.5%

5.0%

7.5%

10.0%Total rate of return swaps

$
(8,281
)
$
(6,211
)
$
(4,141
)
$
(2,070
)
$


$
2,070

$
4,141

$
6,211

$
8,281


As
discussed above in "Liquidity and Capital Resources," current market conditions have had a material adverse impact on our cash flows from CLOs as a result of our CLOs being out of
compliance with their OC Tests. However, based on our current liquidity and access to liquidity, we believe that we
are able to meet our obligations for at least the next 12 months. As of December 31, 2009, we had unencumbered cash and cash equivalents totaling $97.1 million.

87

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Our investments are subject to spread risk. Our investments in floating rate loans and securities are valued based on a market credit
spread over LIBOR and for which the value is affected by changes in the market credit spreads over LIBOR. Our investments in fixed rate loans and securities are valued based on a market credit spread
over the rate payable on fixed rate United States Treasuries of like maturity. Increased credit spreads, or credit spread widening, will have an adverse impact on the value of our investments while
decreased credit spreads, or credit spread tightening, will have a positive impact on the value of our investments.



Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread
relationships, the difference in repricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows and the prepayment rates experienced on our
investments that have embedded borrower optionality. The objective of interest rate risk management is to achieve earnings, preserve capital and achieve liquidity by minimizing the negative impacts of
changing interest rates, asset and liability mix, and prepayment activity.

We
are exposed to basis risk between our investments and our borrowings. Interest rates on our floating rate investments and our variable rate borrowings do not reset on the same day or
with the same frequency and, as a result, we are exposed to basis risk with respect to index reset frequency. Our floating rate investments may reprice on indices that are different than the indices
that are used to price our variable rate borrowings and, as a result, we are exposed to basis risk with respect to repricing index. The basis risks noted above, in addition to other forms of basis
risk that exist between our investments and borrowings, may be material and could negatively impact future net interest margins.

Interest
rate risk impacts our interest income, interest expense, prepayments, and the fair value of our investments, interest rate derivatives, and liabilities. We manage our interest
rate risk using various techniques ranging from the purchase of floating rate investments to the use of interest rate derivatives. We generally fund our variable rate investments with variable rate
borrowings with similar interest rate reset frequencies. Based on our borrowings and weighted average borrowing rates as of December 31, 2009, we estimated that interest expense relating to
variable rate debt obligations would increase approximately $63.0 million annually in the event interest rates were to increase by 1%.

The
use of interest rate derivatives is a component of our interest risk management strategy. The contractual notional balance of our amortizing interest rate swaps was
$383.3 million as of December 31, 2009 and $415.3 million as of December 31, 2008.



Derivative transactions including engaging in swaps and foreign currency transactions are subject to certain risks. There is no
guarantee that a company can eliminate its exposure under an outstanding swap agreement by entering into an offsetting swap agreement with the same or another party. Also, there is a possibility of
default of the other party to the transaction or illiquidity of the derivative instrument. Furthermore, the ability to successfully use derivative transactions depends on the ability to predict market
movements which cannot be guaranteed. As such, participation in derivative instruments may result in greater losses as we would have to sell or purchase an investment at inopportune times for prices
other than current market prices or may force us to hold an asset we might otherwise have sold. In addition, as certain derivative instruments are unregulated, they are difficult to value and are
therefore susceptible to liquidity and credit risks.

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Collateral posting requirements are individually negotiated between counterparties and there is no regulatory requirement concerning the amount of collateral that
a counterparty must post to secure its obligations under certain derivative instruments. Because they are unregulated, there is no requirement that parties to a contract be informed in advance when a
credit default swap is sold. As a result, investors may have difficulty identifying the party responsible for payment of their claims. If a counterparty's credit becomes significantly impaired,
multiple requests for collateral posting in a short period of time could increase the risk that we may not receive adequate collateral. Amounts paid by us as premiums and cash or other assets held in
margin accounts with respect to derivative instruments are not available for investment purposes.

The
following table summarizes the estimated net fair value of our derivative instruments held at December 31, 2009 and December 31, 2008 (amounts in thousands):

As of December 31,
2009

As of December 31,
2008Notional

Estimated
Fair Value

Notional

Estimated
Fair ValueCash Flow Hedges:Interest rate swaps

$
383,333

$
(43,800
)
$
383,333

$
(77,668
)Fair Value Hedges:Interest rate swaps








32,000


(2,915
)Free-Standing Derivatives:Interest rate swaps


89,246


(281
)

106,074


274Credit default swapsprotection sold


51,000


(385
)

53,500


(9,782
)Credit default swapsprotection purchased








222,650


69,972Total rate of return swaps


104,446


11,809


207,524


(77,224
)Common stock warrants





2,471





Total

$
628,025

$
(30,186
)
$
1,005,081

$
(97,343
)


For
our derivatives, our credit exposure is directly with our counterparties and continues until the maturity or termination of such contracts. The following table sets forth the fair
values of our primary derivative investments by remaining contractual maturity as of December 31, 2009 (amounts in thousands):

Less than
1 year

1-3 years

3-5 Years

More than
5 years

TotalCash Flow Hedges:Cash flow interest rate swaps

$


$


$


$
(43,800
)
$
(43,800
)Free-Standing Derivatives:Free-standing interest rate swaps


(281
)










(281
)Credit default swapsprotection sold


(673
)

288








(385
)Total rate of return swaps


9,942





1,867





11,809Total

$
8,988

$
288

$
1,867

$
(43,800
)
$
(32,657
)




We have credit risks that are generally related to the counterparties with which we do business. If a counterparty becomes bankrupt, or
otherwise fails to perform its obligations under a derivative contract due to financial difficulties, we may experience significant delays in obtaining any recovery under the derivative contract in a
bankruptcy or other reorganization proceeding. These risks of non-performance may differ from risks associated with exchange-traded transactions which are typically backed by guarantees
and have daily marks-to-market and settlement positions. Transactions entered

89

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Table of Contents

into
directly between parties do not benefit from such protections and thus, are subject to counterparty default. It may be the case where any cash or collateral we pledged to the counterparty may be
unrecoverable and we may be forced to unwind our derivative agreements at a loss. We may obtain only a limited recovery or may obtain no recovery in such circumstances, thereby reducing liquidity and
earnings.



The preparation of our financial statements requires management to make estimates and assumptions that affect the amounts reported in
our consolidated financial statements and accompanying notes. Significant estimates, assumptions and judgments are applied in situations including the determination of our allowance for loan losses
and the valuation of certain investments. We revise our estimates when appropriate. However, actual results could materially differ from management's estimates.

Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See discussion of quantitative and qualitative disclosures about market risk in "Quantitative and Qualitative Disclosures About Market
Risk" section of Item 7 of this Annual Report on Form 10-K.

Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements and the related notes to the consolidated financial statements, together with the Report of
Independent Registered Public Accounting Firm thereon, are set forth on pages F-1 through F-58 in this Annual Report on Form 10-K.

Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A.    CONTROLS AND PROCEDURES



We have carried out an evaluation, under the supervision and with the participation of our management including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as that term is defined in Rules 13a-15(e) under the
Securities Exchange Act of 1934, as amended, as of December 31, 2009. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls
and procedures are effective.



Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control
system was designed to provide reasonable assurance to management and the board of directors regarding the preparation and fair presentation of published financial statements.

Management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2009, based on the framework set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) inInternal ControlIntegrated Framework. Based on that assessment, management concluded
that, as of December 31, 2009, our internal control over financial reporting was effective.

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Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our
independent auditors, Deloitte & Touche LLP, an independent registered public accounting firm, have issued an audit report on our internal control over financial
reporting and their report follows.



During the quarter ended December 31, 2009, there has been no change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    OTHER INFORMATION

The following information is being provided pursuant to "Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year" of Form 8-K:

On
February 28, 2010, our board of directors approved an amendment (the "Amendment") to our operating agreement. Prior to the Amendment, Section 9.2 of our operating
agreement required that the Company hold its annual meeting of its members in the month of May. The Amendment permits the Company to hold its annual meeting in any calendar month our board of
directors deems advisable.

The
description of the Amendment described above does not purport to be complete and is qualified in its entirety by reference to the copy of the Amendment filed as Exhibit 3.2 to
this Annual Report on Form 10-K, which is incorporated herein by reference.

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Table of Contents

PART III

Item 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is incorporated herein by reference to information in the Proxy Statement under the captions
"Proposal One: Election of Directions," "Executive Officers," "Section 16(a) Beneficial Ownership Reporting Compliance" and "Corporate Governance" to be filed with the SEC pursuant to
Regulation 14A within 120 days after December 31, 2009.

Item 11.    EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference to information in the Proxy Statement under the caption
"Compensation Committee Matters" to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2009.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The information required by Item 12 is incorporated herein by reference to information in the Proxy Statement under the caption
"Security Ownership of Certain Beneficial Owners and Management" to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2009.

Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated herein by reference to information in the Proxy Statement under the captions
"Certain Relationships and Related Transactions" and "Corporate Governance" to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2009.

Item 14.    PRINCIPAL ACCOUNTANTS FEES AND SERVICES

The information required by Item 14 is incorporated herein by reference to information in the Proxy Statement under the caption
"Audit Committee Matters" to be filed with the SEC Pursuant to Regulation 14A within 120 days after December 31, 2009.

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Table of Contents

PART IV

Item 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this report:



All
financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is included in our consolidated
financial statements or notes thereto, included in Part II, Item 8, of this Annual Report on Form 10-K.



Incorporated by ReferenceExhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing
Date

Filed
Herewith2.1

Agreement and Plan of Merger, dated as of February 9, 2007, among the Registrant, KKR Financial Holdings Corp. and KKR Financial Merger Corp.


S-4


333-140586


2


02/09/073.1

Amended and Restated Operating Agreement of the Registrant, dated May 3, 2007, as amended May 7, 2009


10-Q


001-33437


3.1


08/06/093.2

Amendment No.1 to the Amended and Restated Operating Agreement of the Registrant, dated February 28, 2010














X4.1

Form of Certificate for Common Shares


S-4


333-140586


A


02/09/074.2

Indenture, dated as of July 23, 2007, by and among the Registrant, as Issuer, KKR Financial Corp., as Guarantor, and Wells Fargo Bank, N.A., as Trustee


8-K


001-33437


4.1


07/23/074.3

Form of 7.0% Convertible Senior Note due 2012 and Form of Notation of Guarantee


8-K


001-33437


4.1


07/23/074.4

Registration Rights Agreement, dated as of July 23, 2007, among the Registrant, KKR Financial Corp. and Citigroup Global Markets Inc.


8-K


001-33437


4.3


07/23/074.5

Indenture, dated as of January 15, 2010, between the Registrant and Wells Fargo Bank, National Association


8-K


001-33437


4.1


01/15/104.6

Supplemental Indenture, dated as of January 15, 2010, between the Registrant and Wells Fargo Bank, National Association


8-K


001-33437


4.2


01/15/104.7

Form of 7.50% Convertible Senior Note due January 15, 2017


8-K


001-33437


4.2


01/15/1010.1

Amended and Restated Management Agreement, dated as of May 4, 2007, among the Registrant, KKR Financial Advisors LLC and KKR Financial Corp.


8-K


001-33437


10.1


05/04/07


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Table of Contents

Incorporated by ReferenceExhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing
Date

Filed
Herewith10.2

First Amendment Agreement to Amended and Restated Management Agreement, dated as of June 15, 2007, among the Registrant, KKR Financial Advisors LLC and KKR Financial Corp.


8-K


001-33437


10.1


06/15/0710.3

2007 Share Incentive Plan


8-K


001-33437


10.2


05/04/0710.4

Non-Employee Directors' Deferred Compensation and Share Award Plan


8-K


001-33437


10.3


05/04/0710.5

Form of Nonqualified Share Option Agreement


8-K


001-33437


10.4


05/04/0710.6

Form of Restricted Share Award Agreement


8-K


001-33437


10.5


05/04/0710.7

Form of Restricted Share Award Agreement for Non-Employee Directors


8-K


001-33437


10.6


05/04/07108

Amended and Restated License Agreement, dated as of May 4, 2007, among the Registrant, Kohlberg Kravis Roberts & Co. L.P. and KKR Financial Corp.


8-K


001-33437


10.8


05/04/0710.9*

Indenture, dated as of March 30, 2005, by and among KKR Financial CLO 2005-1, Ltd., KKR Financial CLO 2005-1 Corp. and JPMorgan Chase Bank, National Association(1)


S-11/A


333-124103


10.6


06/09/0510.10**

Letter Agreement, dated as of August 12, 2004, between KKR Financial Corp. and KKR Financial Advisors LLC


S-11/A


333-124103


10.8


06/21/0510.11**

Collateral Management Agreement, dated as of March 30, 2005, between KKR Financial CLO 2005-1, Ltd. and KKR Financial Advisors II, LLC


S-11/A


333-124103


10.11


06/21/0510.12**

Fee Waiver Letter, dated April 15, 2005, between KKR Financial CLO 2005-1, Ltd., KKR Financial Advisors II, LLC and JPMorgan Chase Bank, N.A.


S-11/A


333-124103


10.12


06/21/0510.13

$300 million Credit Agreement dated November 10, 2008 among the Company, KKR TRS Holdings, Ltd., KKR Financial Holdings II, LLC, KKR Financial Holdings III, LLC, KKR Financial Holdings, Inc.
and KKR Financial Holdings, Ltd., as Borrowers, Bank of America, N.A. as Administrative Agent and a Lender and Citicorp North America, Inc., as a Lender


8-K


001-33437


99.1


11/12/08


94

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Table of Contents

Incorporated by ReferenceExhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing
Date

Filed
Herewith10.14

Letter Agreement, dated February 27, 2009, between the Company and KKR Financial Advisors LLC


10-K


001-33437


10.21


03/02/0910.15

Amendment No. 1, dated August 5, 2009, to the $300 million Credit Agreement dated November 10, 2008, among the Registrant, KKR TRS Holdings, Ltd., KKR Financial Holdings II, LLC, KKR
Financial Holdings III, LLC, KKR Financial Holdings, Inc., KKR Financial Holdings, Ltd. and KKR Financial 2009-1, Ltd., as Borrowers, Bank of America, N.A. as Administrative Agent and a Lender and Citicorp North America, Inc.,
 as a Lender


10-Q


001-33437


10.1


08/06/0910.16

Consent and Amendment No. 2, dated January 11, 2010, to the $300 million Credit Agreement dated November 10, 2008, among the Registrant, KKR TRS Holdings, Ltd., KKR Financial Holdings II,
 LLC, KKR Financial Holdings III, LLC, KKR Financial Holdings, Inc., KKR Financial Holdings, Ltd. and KKR Financial 2009-1, Ltd., as Borrowers, Bank of America, N.A. as Administrative Agent and a Lender and Citicorp
North America, Inc., as a Lender


8-K


001-33437


10.1


01/11/1012.1

Computation of Ratios of Earnings to Fixed Charges














X21.1

List of Subsidiaries of the Registrant














X23.1

Consent of Deloitte & Touche LLP














X31.1

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended














X31.2

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended














X32

Certification Pursuant to 18 U.S.C. Section 1350














X


---

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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this annual
report on Form 10-K for the fiscal year ended December 31, 2009, to be signed on its behalf by the undersigned, and in the capacities indicated, thereunto duly authorized.

KKR FINANCIAL HOLDINGS LLC(Registrant)By:

/s/ WILLIAM C. SONNEBORN Name: William C. Sonneborn
Title:Chief Executive Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature

Title

Date/s/ WILLIAM C. SONNEBORN William C. Sonneborn

Chief Executive Officer and Director
(Principal Executive Officer)

March 1, 2010/s/ JEFFREY B. VAN HORN Jeffrey B. Van Horn

Chief Financial Officer
(Principal Financial and Accounting Officer)

March 1, 2010/s/ PAUL M. HAZEN Paul M. Hazen

Chairman and Director

March 1, 2010/s/ WILLIAM F. ALDINGER William F. Aldinger

Director

March 1, 2010/s/ TRACY COLLINS Tracy Collins

Director

March 1, 2010/s/ VINCENT PAUL FINIGAN Vincent Paul Finigan

Director

March 1, 2010/s/ R. GLENN HUBBARD R. Glenn Hubbard

Director

March 1, 2010


96

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Table of Contents

Signature

Title

Date/s/ ROSS J. KARI Ross J. Kari

Director

March 1, 2010/s/ ELY L. LICHT Ely L. Licht

Director

March 1, 2010/s/ DEBORAH H. MCANENY Deborah H. McAneny

Director

March 1, 2010/s/ SCOTT C. NUTTALL Scott C. Nuttall

Director

March 1, 2010/s/ SCOTT A. RYLES Scott A. Ryles

Director

March 1, 2010/s/ WILLY STROTHOTTE Willy Strothotte

Director

March 1, 2010


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Table of Contents

KKR FINANCIAL HOLDINGS LLC AND SUBSIDIARIES    CONSOLIDATED FINANCIAL STATEMENTS    AND    REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For Inclusion in Form 10-K
Filed with
Securities and Exchange Commission
December 31, 2009

F-1

---





Table of Contents

KKR FINANCIAL HOLDINGS LLC AND SUBSIDIARIES    Index to Consolidated Financial Statements



PageReports of Independent Registered Public Accounting Firm

F-3Consolidated Balance Sheets

F-5Consolidated Statements of Operations

F-6Consolidated Statements of Changes in Shareholders' Equity

F-7Consolidated Statements of Cash Flows

F-8Notes to Consolidated Financial Statements

F-9


F-2

---





Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Shareholders of
KKR Financial Holdings LLC
San Francisco, California

We
have audited the internal control over financial reporting of KKR Financial Holdings LLC (the successor to KKR Financial Corp.) and subsidiaries (the "Company") as of
December 31, 2009, based on criteria established inInternal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or
persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to
future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of
the Treadway Commission.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year
ended December 31, 2009 of the Company and our report dated March 1, 2010 expressed an unqualified opinion on those financial statements.

/s/DELOITTE & TOUCHE LLPSan Francisco, California
March 1, 2010

F-3

---



Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Shareholders of
KKR Financial Holdings LLC
San Francisco, California

We
have audited the accompanying consolidated balance sheets of KKR Financial Holdings LLC (the successor to KKR Financial Corp.) and subsidiaries (the "Company") as of
December 31, 2009 and 2008, and the related consolidated statements of operations, changes in shareholders' equity, and cash flows for each of the three years in the period ended
December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States
of America.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of
December 31, 2009, based on the criteria established inInternal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2010 expressed an unqualified opinion on the
Company's internal control over financial reporting.

/s/DELOITTE & TOUCHE LLPSan Francisco, California
March 1, 2010

F-4

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries        Consolidated Balance Sheets        (Amounts in thousands, except share information)

December 31,
2009

December 31,
2008AssetsCash and cash equivalents

$
97,086

$
41,430Restricted cash and cash equivalents


342,706


1,233,585Securities available-for-sale, $740,949 and $553,441 pledged as collateral as of December 31, 2009 and December 31, 2008, respectively


755,686


555,965Corporate loans, net of allowance for loan losses of $237,308 and $480,775 as of December 31, 2009 and December 31, 2008, respectively


5,617,925


7,246,797Corporate loans held for sale


925,718


324,649Residential mortgage-backed securities, at estimated fair value, $47,572 and $102,814 pledged as collateral as of December 31, 2009 and December 31,
 2008, respectively


47,572


102,814Residential mortgage loans, at estimated fair value


2,097,699


2,620,021Equity investments, at estimated fair value, $110,812 and $5,287 pledged as collateral as of December 31, 2009 and December 31, 2008,
respectively


120,269


5,287Derivative assets


15,784


73,869Interest and principal receivable


98,313


116,788Reverse repurchase agreements


80,250


88,252Other assets


100,997


105,625Total assets

$
10,300,005

$
12,515,082LiabilitiesCollateralized loan obligation senior secured notes

$
5,650,406

$
7,487,611Collateralized loan obligation junior secured notes to affiliates


533,786


655,313Collateralized loan obligation junior secured notes


17,310


Senior secured credit facility


175,000


275,633Convertible senior notes


275,800


291,500Junior subordinated notes


283,517


288,671Residential mortgage-backed securities issued, at estimated fair value


2,034,772


2,462,882Accounts payable, accrued expenses and other liabilities


7,240


60,124Accrued interest payable


25,297


61,119Accrued interest payable to affiliates


2,911


3,987Related party payable


3,367


2,876Securities sold, not yet purchased


77,971


90,809Derivative liabilities


45,970


171,212Total liabilities


9,133,347


11,851,737Shareholders' EquityPreferred shares, no par value, 50,000,000 shares authorized and none issued and outstanding at December 31, 2009 and December 31, 2008





Common shares, no par value, 500,000,000 shares authorized, and 158,359,757 and 150,881,500 shares issued and outstanding at December 31, 2009 and
December 31, 2008, respectively





Paid-in-capital


2,563,634


2,550,849Accumulated other comprehensive income (loss)


152,728


(268,782
)Accumulated deficit


(1,549,704
)

(1,618,722
)Total shareholders' equity


1,166,658


663,345Total liabilities and shareholders' equity

$
10,300,005

$
12,515,082


See notes to consolidated financial statements.

F-5

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries        Consolidated Statements of Operations        (Amounts in thousands, except per share information)

Year ended
December 31,
2009

Year ended
December 31,
2008

Year ended
December 31,
2007Net investment income (loss):Loan interest income

$
477,044

$
777,510

$
703,042Securities interest income


94,762


145,865


127,801Other interest income


919


25,213


41,530Total investment income


572,725


948,588


872,373Interest expense


(268,087
)

(521,313
)

(556,565
)Interest expense to affiliates


(21,287
)

(43,301
)

(60,939
)Provision for loan losses


(39,795
)

(481,488
)

(25,000
)Net investment income (loss)


243,556


(97,514
)

229,869Other (loss) income:Net realized and unrealized (loss) gain on investments


(92,287
)

(804,754
)

89,538Net realized and unrealized gain (loss) on derivatives and foreign exchange


60,908


(141,319
)

(991
)Net realized and unrealized loss on residential mortgage-backed securities, residential mortgage loans, and residential mortgage-backed securities issued,
carried at estimated fair value


(107,028
)

(48,899
)

(45,304
)Net realized and unrealized gain on securities sold, not yet purchased


3,582


50,297


8,662Net gain on restructuring and extinguishment of debt


30,836


26,486


Other income


7,714


11,352


10,107Total other (loss) income


(96,275
)

(906,837
)

62,012Non-investment expenses:Related party management compensation


44,323


36,670


52,535General, administrative and directors expenses


10,393


19,038


18,294Loan servicing


7,961


9,444


11,346Professional services


7,384


8,098


4,706Total non-investment expenses


70,061


73,250


86,881Income (loss) from continuing operations before equity in income of unconsolidated affiliate and income tax expense


77,220


(1,077,601
)

205,000Equity in income of unconsolidated affiliate








12,706Income (loss) from continuing operations before income tax expense


77,220


(1,077,601
)

217,706Income tax expense


284


107


256Income (loss) from continuing operations


76,936


(1,077,708
)

217,450Income (loss) from discontinued operations





2,668


(317,655
)Net income (loss)

$
76,936

$
(1,075,040
)
$
(100,205
)Net income (loss) per common share:BasicIncome (loss) per share from continuing operations

$
0.50

$
(7.71
)
$
2.38Income (loss) per share from discontinued operations

$


$
0.02

$
(3.53
)Net income (loss) per share

$
0.50

$
(7.69
)
$
(1.15
)DilutedIncome (loss) per share from continuing operations

$
0.50

$
(7.71
)
$
2.38Income (loss) per share from discontinued operations

$


$
0.02

$
(3.53
)Net income (loss) per share

$
0.50

$
(7.69
)
$
(1.15
)Weighted-average number of common shares outstanding:Basic


153,756


140,027


89,953Diluted


153,756


140,027


89,953


See notes to consolidated financial statements.

F-6

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries        Consolidated Statements of Changes in Shareholders' Equity        (Amounts in thousands)

Common
Shares

Paid-In
Capital

Accumulated
Other
Comprehensive
Income (Loss)

Accumulated
Deficit

Comprehensive
Income (Loss)

Total
Shareholders'
EquityBalance at January 1, 2007


80,465

$
1,671,135

$
70,520

$
(18,224
)



$
1,723,431Cumulative effect of adjustment from adoption of the fair value option of financial assets and liabilities








21,575


(55,728
)




(34,153
)Net loss











(100,205
)
$
(100,205
)

(100,205
)Net change in unrealized loss on cash flow hedges








(69,864
)




(69,864
)

(69,864
)Net change in unrealized loss on securities available-for-sale








(179,476
)




(179,476
)

(179,476
)Comprehensive loss













$
(349,545
)Cash distributions on common shares











(191,215
)




(191,215
)Proceeds from issuance of common shares, net of offering costs


34,784


494,106











494,106Share-based compensation expense related to restricted common shares





1,669











1,669Share-based compensation expense related to common share options





246











246Balance at December 31, 2007


115,249


2,167,156


(157,245
)

(365,372
)




1,644,539Net loss











(1,075,040
)
$
(1,075,040
)

(1,075,040
)Net change in unrealized loss on cash flow hedges








(57,329
)




(57,329
)

(57,329
)Net change in unrealized loss on securities available-for-sale








(54,208
)




(54,208
)

(54,208
)Comprehensive loss













$
(1,186,577
)Cash distributions on common shares











(178,310
)




(178,310
)Cancellation of restricted common shares


(3
)













Grant of restricted common shares


1,135














Proceeds from issuance of common shares, net of offering costs


34,500


383,519











383,519Share-based compensation expense related to restricted common shares





174











174Balance at December 31, 2008


150,881


2,550,849


(268,782
)

(1,618,722
)




663,345Net income











76,936

$
76,936


76,936Net change in unrealized gain on cash flow hedges








34,739





34,739


34,739Net change in unrealized gain on securities available-for-sale








386,771





386,771


386,771Comprehensive income













$
498,446Cash distributions on common shares











(7,918
)




(7,918
)Issuance of common shares


7,258


8,808











8,808Grant of restricted common shares


221














Share-based compensation expense related to restricted common shares





3,977











3,977Balance at December 31, 2009


158,360

$
2,563,634

$
152,728

$
(1,549,704
)



$
1,166,658


See notes to consolidated financial statements.

F-7

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries        Consolidated Statements of Cash Flows        (Amounts in thousands)

Year ended
December 31,
2009

Year ended
December 31,
2008

Year ended
December 31,
2007Cash flows from operating activities:Net income (loss)

$
76,936

$
(1,075,040
)
$
(100,205
)Adjustments to reconcile net income (loss) to net cash provided by operating activities:Net realized and unrealized (gain) loss on derivatives, foreign exchange, and securities sold, not yet purchased


(64,490
)

91,022


(25,312
)Net gain on restructuring and extinguishment of debt


(59,635
)

(26,486
)

Write-off of debt issuance costs


5,267


1,154


2,247Lower of cost or estimated fair value adjustment on corporate loans held for sale


51,037


137,269


Provision for loan losses


39,795


481,488


25,000Impairment on securities available-for-sale


43,906


474,520


5,946Share-based compensation


3,977


174


1,915Net unrealized loss on residential mortgage-backed securities, residential mortgage loans, and liabilities at estimated fair value


107,028


25,190


139,031Net realized loss (gain) on sales of investments


(2,656
)

198,726


(60,567
)Deferred interest expense


20,783





Depreciation and net amortization


(58,118
)

(39,000
)

(3,665
)Deferred income tax expense








1Equity in income of unconsolidated affiliate








(12,706
)Changes in assets and liabilities:Interest and principal receivable


43,482


38,020


(39,264
)Other assets


(30,498
)

(15,450
)

(3,106
)Related party payable


491


(6,819
)

2,797Accounts payable, accrued expenses and other liabilities


(46,603
)

4,354


96,537Accrued interest payable


(35,822
)

(53,438
)

36,601Accrued interest payable to affiliates


1,715


(9,881
)

44,121Net cash provided by operating activities


96,595


225,803


109,371Cash flows from investing activities:Principal payments from investments


1,247,488


1,502,999


3,533,757Proceeds from sale of investments


1,454,643


2,117,415


3,756,419Purchases of investments


(1,141,180
)

(2,231,215
)

(6,571,826
)Net proceeds, purchases, and settlements of derivatives


32,510


(117,778
)

32,119Net change in reverse repurchase agreements


8,002


(18,412
)

(69,840
)Restricted cash and cash equivalents acquired due to consolidation of KKR Financial CLO 2007-1, Ltd.








57,104Net change in restricted cash and cash equivalents


890,879


(165,435
)

(930,085
)Additions of leasehold improvements and equipment








(244
)Investment in unconsolidated affiliate








(60,327
)Net cash provided by (used in) investing activities


2,492,342


1,087,574


(252,923
)Cash flows from financing activities:Net change in repurchase agreements, senior secured credit facility, and secured demand loan


(100,633
)

(2,723,608
)

(3,462,493
)Net change in asset-backed secured liquidity notes





(136,596
)

(3,893,768
)Proceeds from issuance of residential mortgage-backed securities issued








3,414,926Repayment of residential mortgage-backed securities issued


(571,228
)

(639,317
)

(245,573
)Issuance of collateralized loan obligation senior secured notes





1,537,585


3,696,110Issuance of collateralized loan obligation junior secured notes to affiliates








356,231Repayment of collateralized loan obligation senior secured notes


(1,846,738
)




(Repayment) issuance of convertible senior notes





(2,225
)

300,000(Repayment) issuance of junior subordinated notes


(1,392
)

(20,956
)

70,000Net change in subordinated notes to affiliates





(2,880
)

152,574Net proceeds from common share offerings and common share option exercises





383,519


494,106Distributions on common shares


(7,918
)

(178,310
)

(191,215
)Other capitalized costs


(5,372
)

(13,239
)

(28,391
)Net cash (used in) provided by financing activities


(2,533,281
)

(1,796,027
)

662,507Net increase (decrease) in cash and cash equivalents


55,656


(482,650
)

518,955Cash and cash equivalents at beginning of year


41,430


524,080


5,125Cash and cash equivalents at end of year

$
97,086

$
41,430

$
524,080Supplemental cash flow information:Cash paid for interest

$
290,147

$
663,507

$
831,521Net cash paid (received) for income taxes

$
373

$
(651
)
$
1,629Non-cash investing and financing activities:Net receivable for securities sold

$


$
(2,610
)
$
Issuance of restricted common shares

$
615

$
16,339

$
845Distributions of securities to the asset-backed secured liquidity noteholders

$


$
3,623,049

$
1,202,842Affiliate contributions for collateralized loan obligation junior secured notes

$


$


$
169,209Exchange of convertible senior notes to equity

$
8,808

$


$
Exchange of CLO 2009-1 subordinated notes to affiliate for 20% interest in CLO 2009-1 assets

$
90,429

$


$



See notes to consolidated financial statements.

F-8

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries        Notes to Consolidated Financial Statements

Note 1. Organization

KKR Financial Holdings LLC together with its subsidiaries (the "Company" or "KKR Financial") is a specialty finance company with expertise in a range of asset classes. The Company
invests in financial assets primarily consisting of below investment grade corporate debt, including senior secured and unsecured loans, mezzanine loans, high yield corporate bonds, distressed and
stressed debt securities, marketable equity securities, private equity investments and credit default and total rate of return swaps. The corporate loans the Company invests in are generally referred
to as syndicated bank loans, or leveraged loans, and are purchased via assignment or participation in either the primary or secondary market. The majority of the Company's corporate debt investments
are held in collateralized loan obligation ("CLO") transactions that the Company uses as long term financing for these investments. The Company's CLO transactions are structured as
on-balance sheet securitizations of corporate loans and high yield debt securities. The senior secured notes issued by the CLO transactions are generally owned by third party investors who
are unaffiliated with the Company and the Company owns the majority of the mezzanine and subordinated notes in the CLO transactions. The Company executes its core business strategy through
majority-owned subsidiaries, including CLOs.

KKR
Financial Holdings LLC is a Delaware limited liability company and was organized on January 17, 2007. KKR Financial Holdings LLC is the successor to KKR
Financial Corp., a Maryland corporation. KKR Financial Corp. was originally incorporated in the State of Maryland in July 2004 and elected to be treated as a real estate investment trust ("REIT") for
United States federal income tax purposes. On May 4, 2007, KKR Financial completed a restructuring transaction (the "Restructuring Transaction"), pursuant to which KKR Financial Corp. became a
subsidiary of KKR Financial and each outstanding share of KKR Financial Corp.'s common stock was converted into one of KKR Financial's common shares, which are publicly traded on the New York Stock
Exchange ("NYSE") under the symbol "KFN". KKR Financial intends to continue to operate so as to qualify as a partnership, and not as an association or publicly traded partnership that is taxable as a
corporation, for United States federal income tax purposes. The Restructuring Transaction has been accounted for as a reorganization
of entities under common control whereby the consolidated assets and liabilities of the Company were recorded at the historical cost of KKR Financial Corp., as reflected on its consolidated financial
statements. The Company is considered KKR Financial Corp.'s successor for accounting purposes, and KKR Financial Corp.'s consolidated financial statements for prior periods are the Company's
historical consolidated financial statements presented herein. On June 30, 2008, the Company completed the sale of a controlling interest in KKR Financial Corp. to Rock Capital 2 LLC,
which did not result in a gain or loss.

KKR
Financial Advisors LLC (the "Manager"), a wholly owned subsidiary of Kohlberg Kravis Roberts & Co. (Fixed Income) LLC (previously known as KKR
Financial LLC), manages the Company pursuant to a management agreement (the "Management Agreement"). Kohlberg Kravis Roberts & Co. (Fixed Income) LLC is a wholly-owned
subsidiary of Kohlberg Kravis Roberts & Co. L.P. ("KKR").

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in
the United States of America ("GAAP"). The consolidated financial statements include the accounts of the Company, consolidated residential mortgage loan

F-9

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies (Continued)

securitization
trusts where the Company is the primary beneficiary, and entities established to complete secured financing transactions that are considered to be variable interest entities and for
which the
Company is the primary beneficiary. KKR Financial Corp., which was sold on June 30, 2008, is presented as discontinued operations for financial statement purposes. The Company's remaining
residential mortgage investment operations are presented as continuing operations for all periods presented. See Note 20 to these consolidated financial statements for further discussion.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
amounts reported in the Company's consolidated financial statements and accompanying notes. Actual results could differ from management's estimates.

Consolidation

The Company consolidates all non-variable interest entities in which it holds a greater than 50 percent voting
interest. The Company also consolidates all variable interest entities ("VIEs") for which it is considered to be the primary beneficiary. In general, an enterprise is required to consolidate a VIE
when the enterprise holds a variable interest in the VIE and is deemed to be the primary beneficiary of the VIE. An enterprise is the primary beneficiary if it absorbs a majority of the VIE's expected
losses, receives a majority of the VIE's expected residual returns, or both.

KKR
Financial CLO 2005-1, Ltd. ("CLO 2005-1"), KKR Financial CLO 2005-2, Ltd. ("CLO 2005-2"), KKR Financial CLO
2006-1, Ltd. ("CLO 2006-1"), KKR Financial CLO 2007-1, Ltd. ("CLO 2007-1"), KKR Financial CLO 2007-A, Ltd. ("CLO
2007-A") and KKR Financial CLO 2009-1, Ltd. ("CLO 2009-1"), are entities established to complete secured financing transactions. These entities are VIEs and
are not considered to be qualifying special-purpose entities ("QSPEs"). The Company has determined it is the primary beneficiary of these entities and has included the accounts of these entities in
these consolidated financial statements. Additionally, the Company is the primary beneficiary of 6 residential mortgage loan securitization trusts that are not considered to be QSPEs and the Company
has therefore included the accounts of these entities in these consolidated financial statements.

All
inter-company balances and transactions have been eliminated in consolidation.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs
are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the
instruments or market and the instruments' complexity for disclosure purposes. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of
judgment associated with the inputs used to measure their value. Hierarchical

F-10

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies (Continued)

levels,
as defined under GAAP, are directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, and are as follows:



During
the second quarter of 2009, the Company adopted additional guidance on determining fair value when the volume and level of activity for the asset or liability have significantly
decreased when compared with normal market activity for the asset or liability (or similar assets or liabilities). A significant decrease in the volume and level of activity for the asset or liability
is an indication that transactions or quoted prices may not be determinative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In
those circumstances, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value. The
adoption did not have a material impact on the Company's consolidated financial statements.

The
availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of product,
whether the product is new, whether the product is traded on an active exchange or in the secondary market, and the current market condition. To the extent that valuation is based on models or inputs
that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value
is greatest for instruments categorized in level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level in the fair value

F-11

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies (Continued)

hierarchy
within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Many
financial assets and liabilities have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that the Company and others are willing to pay
for an asset. Ask prices represent the lowest price that the Company and others are willing to accept for an asset. For financial assets and liabilities whose inputs are based on bid-ask
prices, the Company does not require that fair value always be a predetermined point in the bid-ask range. The Company's policy is to allow for mid-market pricing and adjusting
to the point within the bid-ask range that meets the Company's best estimate of fair value.

Depending
on the relative liquidity in the markets for certain assets, the Company may transfer assets to level 3 if it determines that observable quoted prices, obtained directly
or indirectly, are not available.
The valuation techniques used for the assets and liabilities that are valued using level 3 of the fair value hierarchy are described below.

Residential Mortgage-Backed Securities, Residential Mortgage Loans, and Residential Mortgage-Backed Securities Issued:Residential
mortgage-backed
securities, residential mortgage loans, and residential mortgage-backed securities issued are initially valued at transaction price and are subsequently valued using industry recognized models
(including Intex and Bloomberg) and data for similar instruments (e.g., nationally recognized pricing services or broker quotes). The most significant inputs to the valuation of these
instruments are default and loss expectations and market credit spreads.

Corporate Debt Securities:Corporate debt securities are initially valued at transaction price and are subsequently valued using market
data for
similar instruments (e.g., recent transactions or broker quotes), comparisons to benchmark derivative indices or valuation models. Valuation models are based on discounted cash flow techniques,
for which the key inputs are the amount and timing of expected future cash flows, market yields for such instruments and recovery assumptions. Inputs are generally determined based on relative value
analyses, which incorporate similar instruments from similar issuers.

OTC Derivative Contracts:OTC derivative contracts include forward, swap and option contracts related to interest rates, foreign
currencies, credit
standing of reference entities, and equity prices. The fair value of OTC derivative products can be modeled using a series of techniques, including closed-form analytic formulae, such as
the Black-Scholes option-pricing model, and simulation models or a combination thereof. Many pricing models do not entail material subjectivity because the methodologies employed do not necessitate
significant judgment, and the pricing inputs are observed from actively quoted markets, as is the case for generic interest rate swap and option contracts.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash held in banks and highly liquid investments with original maturities of three
months or less. Interest income earned on cash and cash equivalents is recorded in other interest income.

F-12

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies (Continued)

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents represent amounts that are held by third parties under certain of the Company's financing and
derivative transactions. Interest income earned on restricted cash and cash equivalents is recorded in other interest income.

On
the consolidated statement of cash flows, net additions or reductions to restricted cash and cash equivalents are classified as an investing activity as restricted cash and cash
equivalents reflect the receipts from collections or sales of investments, as well as payments made to acquire investments held by third parties.

Residential Mortgage-Backed Securities

The Company carries its residential mortgage-backed securities at estimated fair value with unrealized gains and losses reported in
income. The Company elected the fair value option for its residential mortgage investments for the purpose of enhancing the transparency of its financial condition as fair value is consistent with how
the Company manages the risks of its residential mortgage investments.

Securities Available-for-Sale

The Company classifies its investments in securities as available-for-sale as the Company may sell them prior
to maturity and does not hold them principally for the purpose of selling them in the near term. These investments are carried at estimated fair value, with unrealized gains and losses reported in
accumulated other comprehensive income (loss). Estimated fair values are based on quoted market prices, when available, on estimates provided by independent pricing sources or dealers who make markets
in such securities, or internal valuation models when external sources of fair value are not available. Upon the sale of a
security, the realized net gain or loss is computed on a weighted-average cost basis. Purchases and sales of securities are recorded on the trade date.

The
Company monitors its available-for-sale securities portfolio for impairments. A loss is recognized when it is determined that a decline in the estimated fair
value of a security below its amortized cost is other-than-temporary. The Company considers many factors in determining whether the impairment of a security is deemed to be
other-than-temporary, including, but not limited to, the length of time the security has had a decline in estimated fair value below its amortized cost and the severity of the
decline, the amount of the unrealized loss, recent events specific to the issuer or industry, external credit ratings and recent changes in such ratings. In addition, for debt securities, the Company
considers its intent to sell the debt security, the Company's estimation of whether or not it expects to recover the debt security's entire amortized cost if it intends to hold the debt security, and
whether it is more likely than not that the Company will be required to sell the debt security before its anticipated recovery. For equity securities, the Company also considers its intent and ability
to hold the equity security for a period of time sufficient for a recovery in value.

The
amount of the loss that is recognized when it is determined that a decline in the estimated fair value of a security below its amortized cost is
other-than-temporary is dependent on certain factors. If the security is an equity security or if the security is a debt security that the Company intends to sell or estimates
that it is more likely than not that the Company will be required to sell before recovery of its amortized cost, then the impairment amount recognized in earnings is the entire difference between

F-13

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies (Continued)

the
estimated fair value of the security and its amortized cost. For debt securities that the Company does not intend to sell or estimates that it is not more likely than not to be required to sell
before recovery, the impairment is separated into the estimated amount relating to credit loss and the estimated amount relating to all other factors. Only the estimated credit loss amount is
recognized in earnings, with the remainder of the loss amount recognized in other comprehensive income (loss).

During
the second quarter of 2009, the Company adopted new guidance which amended the previous other-than-temporary impairment guidance for debt securities to
make it more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. The
adoption did not have a material impact on the Company's consolidated financial statements.

Unamortized
premiums and unaccreted discounts on securities available-for-sale are recognized in interest income over the contractual life, adjusted for actual
prepayments, of the securities using the effective interest method.

Equity Investments, at Estimated Fair Value

Equity investments, consisting of both certain marketable and private equity investments, are carried at estimated fair value as the
Company elected the fair value option of accounting. Equity investments carried at fair value are presented separately on the consolidated balance sheets with unrealized gains and losses reported in
net realized and unrealized gains and losses on investments on the statements of operations.

Private Equity Investments, at Cost

Private equity investments are accounted for under either the cost method or at fair value if the fair value option of accounting has
been elected (see "Equity Investments, at Estimated Fair Value" above). The Company evaluates its investments accounted for under the cost method on a quarterly basis for possible
other-than-temporary impairment. The Company reduces the carrying value of the investment and recognizes a loss when the Company considers a decline in estimated fair value
below the cost basis of the security to be other-than-temporary. Private equity investments recorded at cost are included in other assets on the consolidated balance sheets.

Securities Sold, Not Yet Purchased

Securities sold, not yet purchased consist of equity and debt securities that the Company has sold short. In order to facilitate a
short sale, the Company borrows the securities from another party and delivers the securities to the buyer. The Company will be required to "cover" its short sale in the future through the purchase of
the security in the market at the prevailing market price and deliver it to the counterparty from which it borrowed. The Company is exposed to a loss to the extent that the security price increases
during the time from when the Company borrowed the security to when the Company purchases it in the market to cover the short sale.

Corporate Loans

The Company purchases participations and assignments in corporate loans in the primary and secondary market. Loans are held for
investment and the Company initially records loans at their

F-14

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies (Continued)

purchase
prices. The Company subsequently accounts for loans based on their outstanding principal plus or minus unaccreted purchase discounts and unamortized purchase premiums. Interest income on
loans includes interest at stated coupon rates adjusted for accretion of purchase discounts and the amortization of purchase premiums. Unamortized premiums and unaccreted discounts are recognized in
interest income over the contractual life, adjusted for actual prepayments, of the loans using the effective interest method.

A
loan is generally placed on non-accrual status at such time as: (i) management believes that scheduled debt service payments may not be paid when contractually due;
(ii) the loan becomes 90 days delinquent; (iii) management determines the borrower is incapable of, or has ceased efforts toward, curing the cause of the impairment; or
(iv) the net realizable value of the underlying collateral securing the loan decreases below the Company's carrying value of such loan. As such, loans placed on non-accrual status
may or may not be contractually past due at the time of such determination. While on non-accrual status, previously recognized accrued interest is reversed if it is determined that such
amounts are not collectible and interest income is recognized using the cost-recovery method, cash-basis method or some combination of the two methods. An impaired loan may be
left on accrual status during the period the Company is pursuing repayment of the loan. A loan is placed back on accrual status when the ultimate collectability of the principal and interest is not in
doubt.

Residential Mortgage Loans

The Company carries its residential mortgage loans at estimated fair value with unrealized gains and losses reported in income. The
Company elected the fair value option for its residential mortgage investments for the purpose of enhancing the transparency of its financial condition as fair value is consistent with how the Company
manages the risks of its residential mortgage investments.

Corporate Loans Held for Sale

Corporate loans held for sale consist of loans that the Company has determined to no longer hold for investment. Corporate loans held
for sale are stated at lower of cost or estimated fair value.

Allowance for Loan Losses

The Company's allowance for loan losses represents its estimate of probable credit losses inherent in its corporate loan portfolio held
for investment as of the balance sheet date. Estimating the Company's allowance for loan losses involves a high degree of management judgment and is based upon a comprehensive review of the Company's
loan portfolio that is performed on a quarterly basis. The Company's allowance for loan losses consists of two components, an allocated component and an unallocated component. The allocated component
of the allowance for loan losses pertains to specific loans that the Company has determined are impaired. The Company determines a loan is impaired when management estimates that it is probable that
the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. On a quarterly basis, the Company performs a comprehensive review of its entire loan
portfolio and identifies certain loans that it has determined are impaired. Once a loan is identified as being impaired, the Company places the loan on non-accrual status, unless the loan
is already on non-accrual status, and records a reserve that reflects management's best estimate of the loss that the Company expects to recognize from the loan.

F-15

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies (Continued)

Generally,
the expected loss is estimated as being the difference between the Company's current cost basis of the loan, including accrued interest receivable, and the loan's estimated fair value.

The
unallocated component of the Company's allowance for loan losses reflects its estimate of probable losses inherent in the loan portfolio as of the balance sheet date where the
specific loan that the loan loss relates to is indeterminable. The Company estimates the unallocated component of the allowance for loan losses through a comprehensive review of its loan portfolio and
identifies certain loans that demonstrate possible indicators of impairment. This assessment excludes all loans that are determined to be impaired and as a result, an allocated reserve has been
recorded. Such indicators include, but are not limited to, the current and/or forecasted financial performance and liquidity profile of the issuer, specific industry or economic conditions that may
impact the issuer, and the observable trading price of the loan if available. Loans that demonstrate possible indicators of impairment are aggregated on a watch list for monitoring and are
sub-divided for categorization based on the seniority of the loan in the issuer's capital structure, whether the loan is secured or unsecured, and the nature of the collateral securing the
loan, for purposes of applying possible default and loss severity ranges based
on the nature of the issuer and the specific loan. The Company applies a range of default and loss severity estimates in order to estimate a range of loss outcomes upon which to base its estimate of
probable losses that results in the determination of the unallocated component of the Company's allowance for loan losses.

Leasehold Improvements and Equipment

Leasehold improvements and equipment are carried at cost less depreciation and amortization and are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Equipment is depreciated using the straight-line method over the estimated
useful lives of the respective assets of three years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or lease terms.
Leasehold improvements and equipment, net of accumulated depreciation and amortization, are included in other assets.

Borrowings

The Company finances the acquisition of its investments, including loans, residential mortgage-backed securities and securities
available-for-sale, primarily through the use of secured borrowings in the form of securitization transactions structured as secured financings and other secured and unsecured
borrowings. The Company recognizes interest expense on all borrowings on an accrual basis.

Residential Mortgage-Backed Securities Issued

The Company carries its residential mortgage-backed securities issued at estimated fair value with unrealized gains and losses reported
in income. The Company elected the fair value option for its residential mortgage-backed securities issued for the purpose of enhancing the transparency of its financial condition as fair value is
consistent with how the Company manages the risks of its residential mortgage portfolio.

F-16

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies (Continued)

Trust Preferred Securities

Trusts formed by the Company for the sole purpose of issuing trust preferred securities are not consolidated by the Company as the
Company has determined that it is not the primary beneficiary of such trusts. The Company's investment in the common securities of such trusts is included in other assets on the Company's consolidated
financial statements.

Derivative Financial Instruments

The Company recognizes all derivatives on the consolidated balance sheet at estimated fair value. On the date the Company enters into a
derivative contract, the Company designates and documents each derivative contract as one of the following at the time the contract is executed: (i) a hedge of a recognized asset or liability
("fair value" hedge); (ii) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability ("cash flow" hedge);
(iii) a hedge of a net investment in a foreign operation; or (iv) a derivative instrument not designated as a hedging instrument ("free-standing derivative"). For a fair
value hedge, the Company records changes in the estimated fair value of the derivative instrument and, to the extent that it is effective, changes in the fair value of the hedged asset or liability in
the current period earnings in the same financial statement category as the hedged item. For a cash flow hedge, the Company records changes in the estimated fair value of the derivative to the extent
that it is effective in other comprehensive (loss) income and subsequently reclassifies these changes in estimated fair value to net income in the same period(s) that the hedged transaction affects
earnings. The effective portion of the cash flow hedges is recorded in the same financial statement category as the hedged item. For free-standing derivatives, the Company reports changes
in the fair values in other (loss) income.

The
Company formally documents at inception its hedge relationships, including identification of the hedging instruments and the hedged items, its risk management objectives, strategy
for undertaking the hedge transaction and the Company's evaluation of effectiveness of its hedged transactions. Periodically, the Company also formally assesses whether the derivative it designated in
each hedging relationship is expected to be and has been highly effective in offsetting changes in estimated fair values or cash flows of the hedged item using either the dollar offset or the
regression analysis method. If the Company determines that a derivative is not highly effective as a hedge, it discontinues hedge accounting.

Foreign Currency

The Company makes investments in non-United States dollar denominated securities and loans. As a result, the Company is
subject to the risk of fluctuation in the exchange rate between the United States dollar and the foreign currency in which it makes an investment. In order to reduce the currency risk, the Company may
hedge the applicable foreign currency. All investments denominated in a foreign currency are converted to the United States dollar using prevailing exchange rates on the balance sheet date. Income,
expenses, gains and losses on investments denominated in a foreign currency are converted to the United States dollar using the prevailing exchange rates on the dates when they are recorded. Foreign
exchange gains and losses are recorded in the consolidated statements of operations.

F-17

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies (Continued)

Manager Compensation

The Management Agreement provides for the payment of a base management fee to the Manager, as well as an incentive fee if the Company's
financial performance exceeds certain benchmarks. Additionally, the Management Agreement provides for the Manager to be reimbursed for certain expenses incurred on the Company's behalf. See
Note 16 to these consolidated financial statements for additional discussion on the payment of the base management fee and incentive fee. The base management fee and the incentive fee are
accrued and expensed during the period for which they are earned by the Manager.

Share-Based Compensation

The Company accounts for share-based compensation issued to its directors and to its Manager using a fair value based methodology
prescribed. Compensation cost related to restricted common shares issued to the Company's directors is measured at its estimated fair value at the grant date, and is amortized and expensed over the
vesting period on a straight-line basis. Compensation cost related to restricted common shares and common share options issued to the Manager is initially measured at estimated fair value
at the grant date, and
is remeasured on subsequent dates to the extent the awards are unvested. The Company has elected to use the graded vesting attribution method to amortize compensation expense for the restricted common
shares and common share options granted to the Manager.

Income Taxes

The Company intends to continue to operate so as to qualify as a partnership, and not as an association or publicly traded partnership
that is taxable as a corporation, for United States federal income tax purposes. Therefore, the Company is not subject to United States federal income tax at the entity level, but is subject to
limited state income taxes. Holders of the Company's shares will be required to take into account their allocable share of each item of the Company's income, gain, loss, deduction, and credit for the
taxable year of the Company ending within or with their taxable year.

During
2009, the Company owned an equity interest in KKR Financial Holdings II, LLC ("KFH II") which elected to be taxed as a REIT under the Internal Revenue Code of 1986, as
amended (the "Code"). KFH II holds certain real estate mortgage-backed securities. A REIT is not subject to United States federal income tax to the extent that it currently distributes its income and
satisfies certain asset, income and ownership tests, and recordkeeping requirements. Even though KFH II qualified for federal taxation as a REIT, it may be subject to some amount of federal, state,
local and foreign taxes based on its taxable income.

KKR
TRS Holdings, Ltd. ("TRS Ltd."), KKR Financial Holdings, Ltd. ("KFH Ltd."), KFN PEI VII, LLC ("PEI VII"), KFH PE Holdings I LLC ("PE I"),
KFH PE Holdings II LLC ("PE II"), and KKR Financial Holdings, Inc. ("KFH Inc.") are wholly-owned subsidiaries of the Company and are taxable as corporations for United States
federal income tax purposes and thus are not consolidated with the Company for United States federal income tax purposes. For financial reporting purposes, current and deferred taxes are provided for
on the portion of earnings recognized by the Company with respect to its interest in PEI VII, PE I, PE II, and KFH Inc., domestic taxable corporate subsidiaries, because each is taxed as a
regular corporation under the Code. Deferred income tax assets and liabilities are computed based on temporary differences between the GAAP consolidated financial

F-18

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies (Continued)

statements
and the United States federal income tax basis of assets and liabilities as of each consolidated balance sheet date. CLO 2005-1, CLO 2005-2, CLO 2006-1,
CLO 2007-1, CLO 2007-A and CLO 2009-1 are foreign subsidiaries of the Company that elected to be treated as disregarded entities or partnerships for United States
federal income tax purposes. These subsidiaries were established to facilitate securitization transactions, structured as secured financing transactions. TRS Ltd. and KFH Ltd. are
foreign corporate subsidiaries that were formed to make certain foreign and domestic investments from time to time. TRS Ltd. and KFH Ltd. are organized as exempted companies
incorporated with limited liability under the laws of the Cayman Islands, and are generally anticipated to be exempt from United States federal and state income tax at the corporate entity level
because they restrict their activities in the United States to trading in stock and securities for their own account. However, the Company will generally be required to include their current taxable
income in the Company's calculation of its taxable income allocable to shareholders.

Earnings Per Share

Effective January 1, 2009, the Company calculates earnings per share ("EPS") using the two-class method which is an
earnings allocation formula that determines EPS for common shares and participating securities. Unvested share-based payment awards that contain non-forfeitable rights to dividends or
dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS using the two-class method. Accordingly, all earnings
(distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends.

The
Company presents both basic and diluted earnings (loss) per common share in its consolidated financial statements and footnotes thereto. Basic earnings (loss) per common share
("Basic EPS") excludes dilution and is computed by dividing net income or loss by the weighted-average number of common shares, including vested restricted common shares, outstanding for the period.
Diluted earnings (loss) per share ("Diluted EPS") reflects the potential dilution of common share options and unvested restricted common shares using the treasury method, as well as the potential
dilution of convertible senior notes using the if-converted method, if they are not anti-dilutive. See Note 3 to these consolidated financial statements for earnings
(loss) per common share computations.

Recent Accounting Pronouncements



In January 2009, the Financial Accounting Standards Board ("FASB") issued new guidance which eliminates the requirement that a holder's
best estimate of cash flows be based upon those that "a market participant" would use. Instead, it requires that an
other-than-temporary impairment be recognized as a realized loss when it is "probable" there has been an adverse change in the holder's estimated cash flows from the cash flows
previously projected. The topic also reiterates and emphasizes the related guidance and disclosure requirements of other-than-temporary impairments on debt and equity
securities in financial statements. The standard is effective for all periods ending after December 15, 2008 and retroactive application is not permitted. The Company has taken this topic into
consideration when evaluating its investments for other-than-temporary impairment.

F-19

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies (Continued)



In June 2009, the FASB issued new guidance which amends the accounting for the transfers of financial assets and the consolidation of
VIEs. Most significantly, the new guidance eliminates the concept of a QSPE and will significantly affect existing securitizations that use QSPEs, as well as future securitizations. The disclosures
required by this guidance are to provide greater transparency about transfers of financial assets and an entity's continuing involvement in transferred financial assets.

Also
in June 2009, the FASB issued new guidance which addresses the effects of elimination of the QSPE concept and significantly changes the criteria by which an enterprise determines
whether or not it must consolidate a VIE. Under the new guidance, consolidation of a VIE requires both the power to direct the activities that most significantly impact the VIE's economic performance
and the obligation to absorb losses of the VIE or the right to receive benefits of the VIE that could potentially be significant to the VIE. Additional disclosure for various areas including
situations that use significant judgment and assumptions in determining whether to consolidate a VIE as well as the nature of and changes in the risks associated with a VIE will be required according
to the new guidance.

In
December 2009, the FASB issued amendments to both of the new guidance described above to improve financial reporting and information for users. Amendments included replacing the
quantitative-based risks and rewards calculation for determining which reporting entity has a controlling financial interest in a VIE, as well as additional disclosures about a reporting entity's
involvement in VIEs.

As
of December 31, 2009, $74.4 million of the Company's residential mortgage-backed securities ("RMBS") investments were in 6 residential mortgage-backed securitization
trusts for which the Company was deemed to be the primary beneficiary of these entities and as such, consolidated these
trusts in accordance with GAAP. This resulted in the Company reflecting the financial position and results of these trusts in its consolidated financial statements. However, as a result of the effects
of the new guidance regarding the amended consolidation model to be based on power and economics, the Company has determined that consolidation of these trusts will no longer be required. The
deconsolidation of the 6 residential mortgage-backed securitization trusts is expected to result in a reduction of both total assets and total liabilities of approximately $2.0 billion (based
on December 31, 2009 amounts), with no net impact on either shareholders' equity or results of operations.



In September 2009, the FASB issued new guidance providing further guidance on how to measure the fair value of a liability. The new
guidance primarily sets forth the types of valuation techniques to be used to value a liability when a quoted price in an active market for the identical liability is not available. In these
circumstances, a company can apply the quoted price of an identical or similar liability when traded as an asset, or other valuation techniques. The new guidance was adopted in the fourth quarter of
2009 and did not have a material impact on the Company's financial statements.

F-20

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 3. Earnings (Loss) per Share

The following table presents a reconciliation of basic and diluted net income (loss) per common share, as well as the distributions declared per common share for the years ended
December 31, 2009, 2008 and 2007 (amounts in thousands, except per share information):

Year ended
December 31, 2009(1)

Year ended
December 31, 2008(1)

Year ended
December 31, 2007(1)Income (loss) from continuing operations

$
76,936

$
(1,077,708
)
$
217,450Less: Dividends and undistributed earnings (losses) allocated to participating securities


614


1,818


2,997Income (loss) from continuing operations applicable to common shareholders


76,322


(1,079,526
)

214,453Income (loss) from discontinued operations





2,668


(317,655
)Net income (loss) applicable to common shareholders

$
76,322

$
(1,076,858
)
$
(103,202
)Basic:Basic weighted-average shares outstanding


153,756


140,027


89,953Income (loss) per share from continuing operations

$
0.50

$
(7.71
)
$
2.38Income (loss) per share from discontinued operations

$


$
0.02

$
(3.53
)Net income (loss) per share

$
0.50

$
(7.69
)
$
(1.15
)Diluted:Basic weighted-average shares outstanding


153,756


140,027


89,953Diluted weighted-average shares outstanding(2)


153,756


140,027


89,953Income (loss) per share from continuing operations

$
0.50

$
(7.71
)
$
2.38Income (loss) per share from discontinued operations

$


$
0.02

$
(3.53
)Net income (loss) per share

$
0.50

$
(7.69
)
$
(1.15
)Distributions declared per common share

$
0.05

$
1.30

$
2.16


(1)For
the years ended December 31, 2009, 2008 and 2007, EPS reflects the retrospective adjustments to include unvested share-based payment awards as
participating securities.(2)Potential
anti-dilutive common shares excluded from diluted income earnings per share for the year ended December 31, 2009 consisted of
8,896,784 common shares, related to convertible debt securities and 1,932,279 common shares related to common share options. Potential anti-dilutive common shares excluded from diluted
income earnings per share for the years ended December 31, 2008 and 2007, consisted of 9,646,714 common shares and 4,268,675 common shares, respectively, related to convertible debt securities
and 1,932,279 common shares each year related to common share options.


F-21

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)




Note 4. Equity Investments, at Estimated Fair Value

The Company elected the fair value option of accounting for certain marketable and private equity investments. These investments are carried at estimated fair value totaling $120.3
million as of December 31, 2009, and are presented separately as equity investments, at estimated fair value on the consolidated balance sheets. As of December 31, 2008, the Company had
equity investments, at estimated fair value of $5.3 million.

For
the year ended December 31, 2009, the Company recorded net realized and unrealized gains totaling $13.0 million from equity investments carried at estimated fair value.
There were no net realized and unrealized gains or losses on the equity investments carried at estimated fair value for the years ended December 31, 2008 and 2007.

Note 10
to these consolidated financial statements describes the Company's borrowings under which the Company has pledged equity investments, at estimated fair value, for
borrowings. The following table summarizes the carrying value of equity investments, at estimated fair value, pledged as collateral under secured financing transactions as of December 31, 2009
and 2008 (amounts in thousands):

As of
December 31, 2009

As of
December 31, 2008Pledged as collateral for borrowings under senior secured credit facility

$
54,497

$
Pledged as collateral for collateralized loan obligation senior secured notes, junior secured notes to affiliates and junior secured notes


56,315


5,287Total

$
110,812

$
5,287


Note 5. Securities Available-for-Sale

The following table summarizes the Company's securities classified as available-for-sale as of December 31, 2009, which are carried at estimated fair value
(amounts in thousands):

Description

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair ValueCorporate securities

$
560,637

$
198,242

$
(4,470
)
$
754,409Common and preferred stock


713


564





1,277Total

$
561,350

$
198,806

$
(4,470
)
$
755,686


F-22

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 5. Securities Available-for-Sale (Continued)

The
following table shows the gross unrealized losses and fair value of the Company's available-for-sale securities, aggregated by length of time that the
individual securities have been in a continuous unrealized loss position, as of December 31, 2009 (amounts in thousands):

Less Than 12 months

12 Months or More

TotalDescription

Estimated
Fair Value

Unrealized
Losses

Estimated
Fair Value

Unrealized
Losses

Estimated
Fair Value

Unrealized
LossesCorporate securities

$
8,437

$
(113
)
$
70,967

$
(4,357
)
$
79,404

$
(4,470
)Total

$
8,437

$
(113
)
$
70,967

$
(4,357
)
$
79,404

$
(4,470
)


The
unrealized losses in the table above are considered to be temporary impairments due to market factors and are not reflective of credit deterioration. The Company considers many
factors when
evaluating whether an impairment is other-than-temporary. For corporate debt securities included in the table above, the Company does not intend to sell them and does not
believe that it is more likely than not that the Company will be required to sell any of its corporate debt securities prior to recovery. In addition, based on the analyses performed by the Company on
each of its corporate debt securities, the Company believes that it is able to recover the entire amortized cost amount of the corporate debt securities included in the table above.

During
the year ended December 31, 2009, the Company recognized a loss totaling $43.9 million for corporate debt securities that it determined to be
other-than-temporarily impaired based on the criteria above. The Company intends to sell these securities and as a result, the entire amount is recorded through earnings in net
realized and unrealized (loss) gain on investments in the consolidated statements of operations.

As
of December 31, 2009, the Company had no corporate debt securities in default. As of December 31, 2008, the Company held one corporate debt security that was in default
with a total fair value of $3.2 million. This corporate debt security was determined to be other-than-temporarily impaired as of December 31, 2008.

The
following table summarizes the Company's securities classified as available-for-sale as of December 31, 2008, which are carried at estimated fair value
(amounts in thousands):

Description

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair ValueCorporate securities

$
742,474

$
3,676

$
(192,709
)
$
553,441Common and preferred stock


3,126





(602
)

2,524Total

$
745,600

$
3,676

$
(193,311
)
$
555,965


F-23

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 5. Securities Available-for-Sale (Continued)

The
following table shows the gross unrealized losses and fair value of the Company's available-for-sale securities, aggregated by length of time that the
individual securities have been in a continuous unrealized loss position, as of December 31, 2008 (amounts in thousands):

Less than 12 months

12 Months or More

TotalDescription

Estimated
Fair Value

Unrealized
Losses

Estimated
Fair Value

Unrealized
Losses

Estimated
Fair Value

Unrealized
LossesCorporate securities

$
396,279

$
(119,849
)
$
121,080

$
(72,860
)
$
517,359

$
(192,709
)Common and preferred stock


2,499


(256
)

25


(346
)

2,524


(602
)Total

$
398,778

$
(120,105
)
$
121,105

$
(73,206
)
$
519,883

$
(193,311
)


The
unrealized losses in the table above are considered to be temporary impairments due to market factors and are not reflective of credit deterioration. In 2008, when evaluating whether
an impairment was other-than-temporary, the Company performed an analysis of the anticipated future cash flows and the ability and intent to hold the investment for a
sufficient amount of time to recover the unrealized losses. Additionally, the Company considered the current events specific to the issuer or industry including widening credit spreads and external
credit ratings, as well as interest rate volatility. The Company performed credit analyses in relation to these investments and determined that the carrying value of these investments were expected to
be fully recoverable over their expected holding period. Because the Company had the intent and ability to hold these investments until recovery, the related unrealized losses were not considered to
be other-than-temporary impairments.

During
the year ended December 31, 2008, the Company recognized a loss totaling $474.5 million for securities that it determined to be
other-than-temporarily impaired, which are excluded from the table above. These securities were determined to be other-than-temporarily impaired either
due to the Company's determination that recovery in value was no longer likely or because the Company decided to sell the respective security in response to specific credit concerns of the issuer. The
charges relating to the impairment of these securities were recognized in net realized and unrealized (loss) gain on investments in the consolidated statements of operations.

During
the year ended December 31, 2007, the Company recognized losses totaling $5.9 million for a corporate debt security that it determined to be
other-than-temporarily impaired.

The
following table shows the net realized gains (losses) on the sales of securities (amounts in thousands):

Year ended
December 31, 2009

Year ended
December 31, 2008

Year ended
December 31, 2007Gross realized gains

$
24,163

$
5,304

$
44,271Gross realized losses


(9,493
)

(111,532
)

(5,063
)Net realized gains (losses)

$
14,670

$
(106,228
)
$
39,208


F-24

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 5. Securities Available-for-Sale (Continued)

The
following table summarizes the estimated fair value of corporate debt securities by contractual maturity and weighted average coupon based on par values as of December 31,
2009 (dollar amounts in thousands):

Description

Estimated
Fair Value

Weighted
Average
CouponDue within one year

$




%One to five years


591,848


8.5Five to ten years


145,386


9.8Greater than ten years


17,175


2.0Total

$
754,409


The
remaining contractual maturities were allocated assuming no prepayments. Expected maturities may differ from contractual maturities because borrowers may have the right to call or
prepay obligations, with or without call or prepayment penalties.

Note 10
to these consolidated financial statements describes the Company's borrowings under which the Company has pledged securities available-for-sale for
borrowings. The following table summarizes the estimated fair value of securities available-for-sale pledged as collateral as of December 31, 2009 and
December 31, 2008 (amounts in thousands):

As of
December 31, 2009

As of
December 31, 2008Pledged as collateral for borrowings under senior secured credit facility

$
107,845

$
93,764Pledged as collateral for collateralized loan obligation senior secured notes, junior secured notes to affiliates and junior secured notes


633,104


459,677Total

$
740,949

$
553,441


F-25

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 6. Corporate Loans and Allowance for Loan Losses

The following table summarizes the Company's corporate loans as of December 31, 2009 and 2008 (amounts in thousands):

December 31, 2009

December 31, 2008Corporate
Loans

Corporate Loans
Held for Sale

Total Corporate
Loans

Corporate
Loans

Corporate Loans
Held for Sale

Total Corporate
LoansPrincipal(1)

$
6,180,028

$
1,033,383

$
7,213,411

$
7,983,449

$
472,669

$
8,456,118Unamortized discount


(324,795
)

(76,028
)

(400,823
)

(255,877
)

(10,751
)

(266,628
)Total amortized cost


5,855,233


957,355


6,812,588


7,727,572


461,918


8,189,490Lower of cost or fair value adjustment





(31,637
)

(31,637
)




(137,269
)

(137,269
)Allowance for loan losses


(237,308
)




(237,308
)

(480,775
)




(480,775
)Net carrying value

$
5,617,925

$
925,718

$
6,543,643

$
7,246,797

$
324,649

$
7,571,446


(1)Principal
amount is net of charge-offs and other adjustments totaling $158.8 million and nil as of December 31, 2009 and 2008,
respectively.


The
following table summarizes the changes in the allowance for loan losses for the Company's corporate loan portfolio during the years ended December 31, 2009, 2008 and 2007
(amounts in thousands).

2009

2008

2007Balance at beginning of year

$
480,775

$
25,000

$
Provision for loan losses


39,795


481,488


25,000Charge-offs


(283,262
)

(25,713
)

Balance at end of year

$
237,308

$
480,775

$
25,000


As
of December 31, 2009 and 2008, the Company recorded an allowance for loan loss of $237.3 million and $480.8 million, respectively. As described in Note 2
to these consolidated financial statements, the allowance for loan losses represents the Company's estimate of probable credit losses inherent in its loan portfolio as of the balance sheet date. The
Company's allowance for loan losses consists of two components, an allocated component and an unallocated component. The allocated component of the allowance for loan losses consists of individual
loans that are impaired. The unallocated component of the allowance for loan losses represents the Company's estimate of losses inherent, but not identified, in its portfolio as of the balance sheet
date.

As
of December 31, 2009, the allocated component of the allowance for loan losses totaled $81.7 million and relates to investments in loans issued by 6 issuers with an
aggregate par amount of $223.6 million and an aggregate amortized cost amount of $121.2 million. As of December 31, 2008, the allocated component of the allowance for loan losses
totaled $320.6 million and relates to investments in loans issued by 11 issuers with an aggregate par amount of $828.2 million and an aggregate amortized cost amount of
$715.4 million. The unallocated component of the allowance for loan losses totaled $155.6 million and $160.2 million as of December 31, 2009 and December 31, 2008,
respectively. During the year ended December 31, 2009, the Company recorded charge-offs totaling

F-26

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 6. Corporate Loans and Allowance for Loan Losses (Continued)

$283.3 million
comprised primarily of loans transferred to loans held for sale and loans exchanged for equity, certain of which qualified as troubled debt restructurings. The Company recorded a
charge-off during the year ended December 31, 2008 totaling $25.7 million relating to one investment in a corporate loan.

The
Company recorded a $51.0 million charge to earnings during the year ended December 31, 2009 for the lower of cost or estimated fair value adjustment for corporate loans
held for sale which had a carrying value of $925.7 million as of December 31, 2009. The Company recorded a $137.3 million charge to earnings during the year ended
December 31, 2008 for the lower of cost or estimated fair value adjustment for corporate loans held for sale which had an estimated fair value of $324.6 million as of December 31,
2008. The Company had no corporate loans held for sale during the year ended December 31, 2007.

As
of December 31, 2009 and December 31, 2008, the Company had loans on non-accrual status with total amortized cost of $439.9 million and
$358.0 million, respectively. The average recorded investment in the impaired loans included in non-accrual loans during the year ended December 31, 2009 and 2008 was
$600.9 million and $628.7 million, respectively. As of December 31, 2009 and 2008, the allocated component of the allowance for loan losses included all impaired loans for the respective
periods. The amount of interest income recognized using the cash-basis method during the time within the period that the loans were impaired was $16.9 million for the year ended
December 31, 2009 and immaterial for the year ended December 31, 2008.

As
of December 31, 2009, the Company held corporate loans that were in default with a total amortized cost of $392.5 million from 7 issuers. As of December 31, 2008,
the Company held corporate loans that were in default with a total amortized cost of $312.7 million from 3 issuers. The majority of corporate loans in default during 2009 and 2008 were included
in the loans for which the allocated component of the Company's allowance for losses was related to or in those investments for which the Company determined were loans held for sale as of
December 31, 2009 and December 31, 2008, respectively.

Note 10
to these consolidated financial statements describes the Company's borrowings under which the Company has pledged loans for borrowings. The following table summarizes the
amortized cost of
corporate loans held for sale and corporate loans pledged as collateral as of December 31, 2009 and 2008 (amounts in thousands):

As of
December 31, 2009

As of
December 31, 2008Pledged as collateral for borrowings under senior secured credit facility

$
425,740

$
182,899Pledged as collateral for collateralized loan obligation senior secured notes, junior secured notes to affiliates and junior secured notes


6,354,382


7,953,423Total

$
6,780,122

$
8,136,322


F-27

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 7. Residential Mortgage-Backed Securities

As of December 31, 2009 and 2008, RMBS, at estimated fair value, totaled $47.6 million and $102.8 million, respectively.

As
of December 31, 2009, all residential mortgage-backed securities had contractual maturity dates of greater than five years, assuming no prepayments. Expected maturities may
differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties.

Note 10
to these consolidated financial statements describes the Company's borrowings under which the Company has pledged RMBS. The following table summarizes the estimated fair
value of RMBS pledged as collateral as of December 31, 2009 and 2008 (amounts in thousands):

As of
December 31, 2009

As of
December 31, 2008Pledged as collateral for borrowings under senior secured credit facility

$
42,627

$
96,651Pledged as collateral for collateralized loan obligation senior secured notes, junior secured notes to affiliates and junior secured notes


4,945


6,163Total

$
47,572

$
102,814


Note 8. Residential Mortgage Loans

The following table summarizes the Company's residential mortgage loans as of December 31, 2009 and 2008 (amounts in thousands):

As of
December 31, 2009

As of
December 31, 2008Residential mortgage loans, at estimated fair value(1)

$
2,097,699

$
2,620,021


(1)Excludes
real estate owned ("REO") by the Company as a result of foreclosure on delinquent loans of $11.4 million and $10.8 million as of
December 31, 2009 and 2008, respectively. Loans are transferred to REO at lower of cost or fair value. REO is recorded within other assets on the Company's consolidated balance sheets.


Note 10
to these consolidated financial statements describes the Company's borrowings under which the Company has pledged residential mortgage loans. The following table
summarizes the

F-28

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 8. Residential Mortgage Loans (Continued)

estimated
fair value of residential mortgage loans pledged as collateral as of December 31, 2009 and 2008 (amounts in thousands):

As of
December 31, 2009

As of
December 31, 2008Pledged as collateral for borrowings under senior secured credit facility

$
74,366

$
167,933Pledged as collateral for residential mortgage-backed securities issued


2,023,333


2,452,088Total

$
2,097,699

$
2,620,021


The
following schedule summarizes the Company's residential mortgage loans as of December 31, 2009, none of which were individually greater than 3% of the total carrying value of
the Company's residential mortgage loan portfolio (dollar amounts in thousands):

Description

Interest Rate %

Final Maturity
Date

Carrying
Amount
of Mortgage(1)

Principal Amount
of Loans Subject to
Delinquent Principal
or Interest(2)< = $250


0.63 - 6.75


9/1/2027 - 12/1/2035

$
263,247

$
33,003$251 - 500


0.63 - 6.76


4/1/2024 - 12/1/2035


1,032,389


106,269$501 - 750


0.50 - 5.91


8/1/2015 - 12/1/2035


372,842


26,365$751 - 1,000


0.63 - 6.25


8/1/2029 - 12/1/2035


182,686


7,677> $1,000


0.50 - 6.00


10/1/2028 - 12/1/2035


241,541


9,598Total







$
2,092,705

$
182,912


(1)Excludes
certain residential mortgage loans which pay interest-only with a fair value of $16.4 million and includes REOs of
$11.4 million.(2)Includes
all loans in bankruptcy.


F-29

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 8. Residential Mortgage Loans (Continued)




The
following schedule summarizes the Company's residential mortgage loans as of December 31, 2008, none of which were individually greater than 3% of the total carrying value of
the Company's residential mortgage loan portfolio (dollar amounts in thousands):

Description

Interest Rate %

Final Maturity
Date

Carrying
Amount
of Mortgage(1)

Principal Amount
of Loans Subject to
Delinquent Principal
or Interest(2)< = $250


4.00 - 7.25


9/1/2027 - 12/1/2035

$
292,892

$
29,389$251 - 500


3.75 - 7.38


4/1/2024 - 12/1/2035


1,309,173


64,130$501 - 750


4.13 - 6.50


8/1/2015 - 12/1/2035


439,685


13,326$751 - 1,000


3.50 - 6.75


8/1/2029 - 12/1/2035


261,820


6,066> $1,000


4.50 - 6.50


10/1/2028 - 12/1/2035


289,838


4,888Total







$
2,593,408

$
117,799


(1)Excludes
certain residential mortgage loans which pay interest-only with a fair value of $37.4 million and includes REOs of
$10.8 million.(2)Includes
all loans in bankruptcy.


The
following is a reconciliation of carrying amounts of residential mortgage loans for the years ended December 31, 2009 and 2008 (amounts in thousands):

Year ended
December 31, 2009

Year ended
December 31, 2008Balance at beginning of period

$
2,620,021

$
3,921,323DeductionsCollections of principal


(585,429
)

(666,900
)Transfers in to REO


(646
)

(3,594
)Net realized and unrealized gain/loss and amortization/accretion of premium/discount


63,753


(630,808
)Balance at close of period

$
2,097,699

$
2,620,021


As
of December 31, 2009, 26 of the residential mortgage loans owned by the Company with an outstanding balance of $11.4 million (not included in the table above) were REOs
as a result of foreclosure on delinquent loans. As of December 31, 2008, 33 of the residential mortgage loans owned by the Company with an outstanding balance of $10.8 million (not
included in the table above) were REOs as a result of foreclosure on delinquent loans.

F-30

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 8. Residential Mortgage Loans (Continued)

As of December 31, 2009 and 2008, the Company had 277 loans and 143 loans, respectively, that were either 90 days or greater past due or in foreclosure and placed on
non-accrual status.

As
of December 31, 2009 and 2008, the Company's residential loan investment portfolio did not have any material concentrations in investor owned properties, multi-unit
housing properties,
condominium properties and/or cooperative properties. A material portion of the Company's residential loans are non-conforming mortgage loans, not due to credit quality, but because the
mortgage loans have balances that exceed the maximum balances necessary to qualify as a conforming mortgage loan.

The
following table summarizes the delinquency statistics of the residential mortgage loans, excluding REOs, as of December 31, 2009 and 2008 (dollar amounts in thousands):

December 31, 2009

December 31, 2008Delinquency Status

Number
of Loans

Principal
Amount

Number
of Loans

Principal
Amount30 to 59 days


84

$
37,261


93

$
37,28260 to 89 days


47


19,389


41


15,65490 days or more


138


55,697


76


29,803In foreclosure


139


57,497


67


22,841Total


408

$
169,844


277

$
105,580


As
of December 31, 2009 and 2008, the loss exposure or uncollected principal amount related to the Company's delinquent residential mortgage loans in the table above exceeded
their fair value by $20.2 million and $4.0 million, respectively.

The
following table summarizes the geographic distribution of the Company's residential mortgage loan portfolio, excluding REOs, as of December 31, 2009 and 2008 (dollar amounts
in thousands):

As of December 31, 2009

As of December 31, 2008State or Territory

Number
of Loans

Principal
Amount

% of
Principal
Amount

Number
of Loans

Principal
Amount

% of
Principal
AmountCalifornia


1,861

$
1,052,206


38.2
%

2,229

$
1,262,414


37.6
%Florida


599


266,029


9.7


677


308,374


9.2New York


291


171,756


6.2


348


207,766


6.2New Jersey


244


131,912


4.8


299


160,558


4.8Virginia


262


116,429


4.2


323


145,849


4.3Other


2,448


1,015,219


36.9


3,015


1,272,587


37.9Total


5,705

$
2,753,551


100
%

6,891

$
3,357,548


100
%


Note 9. Residential Mortgage-Backed Securities Issued

Residential mortgage-backed securities issued ("RMBS Issued") consists of the senior tranches of 6 residential mortgage loan securitization trusts that the Company
consolidates under GAAP (see Note 2) and for which the Company reports the debt issued by these trusts that it does not hold on its

F-31

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 9. Residential Mortgage-Backed Securities Issued (Continued)

consolidated
balance sheets. The following table summarizes the Company's RMBS Issued as of December 31, 2009 and 2008 (amounts in thousands):

December 31, 2009

December 31, 2008Description

Outstanding

Estimated
Fair
Value

Outstanding

Estimated
Fair
ValueResidential mortgage-backed securities issued

$
2,583,747

$
2,034,772

$
3,154,974

$
2,462,882


The
Company carries RMBS Issued at estimated fair value with changes in estimated fair value reflected in net income. As of December 31, 2009 and 2008, the
weighted-average coupon of the RMBS Issued was 2.3% and 3.4%, respectively, and the weighted average years to maturity were 25.8 years and 26.8 years as of
December 31, 2009 and 2008, respectively.

Note 10. Borrowings

Certain information with respect to the Company's borrowings as of December 31, 2009 is summarized in the following table (dollar amounts in thousands):

Outstanding
Borrowings

Weighted
Average
Borrowing
Rate

Weighted
Average
Remaining
Maturity
(in days)

Fair Value of
Collateral(1)Senior secured credit facility(2)

$
175,000


4.23
%

679

$
739,640CLO 2005-1 senior secured notes


832,622


0.61


2,673


868,291CLO 2005-2 senior secured notes


800,504


0.58


2,887


859,457CLO 2006-1 senior secured notes


683,266


0.63


3,159


858,317CLO 2007-1 senior secured notes


2,176,805


0.82


4,153


2,337,779CLO 2007-1 junior secured notes to affiliates(3)


437,730





4,153


468,422CLO 2007-1 junior secured notes(4)


14,185





4,153


15,237CLO 2007-A senior secured notes


1,157,209


1.16


2,845


1,137,077CLO 2007-A junior secured notes to affiliates(5)


96,056





2,845


94,505CLO 2007-A junior secured notes(6)


3,125





2,845


3,074Convertible senior notes


275,800


7.00


927


Junior subordinated notes


283,517


5.41


9,747


Total

$
6,935,819







$
7,381,799


(1)Collateral
for borrowings consists of RMBS, securities available-for-sale, equity investments, private equity investments, corporate
and residential mortgage loans, and common stock warrants.(2)Calculated
weighted average remaining maturity based on the amended maturity date of November 10, 2011.(3)CLO 2007-1
junior secured notes to affiliates consist of (x) $256.9 million of mezzanine notes with a weighted average
borrowing rate of 5.2% and (y) $180.8 million of subordinated notes that do not have a contractual coupon rate, but instead receive a pro rata amount of the net distributions from
CLO 2007-1.


F-32

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 10. Borrowings (Continued)

(4)Represents
CLO 2007-1 mezzanine and subordinated notes transferred from the Company's affiliate to a third party. The
CLO 2007-1 junior secured notes consist of (x) $8.4 million of mezzanine notes with a weighted average borrowing rate of 5.2% and (y) $5.8 million of
subordinated notes that do not have a contractual coupon rate, but instead receive a pro rata amount of the net distributions from CLO 2007-1.(5)CLO 2007-A
junior secured notes to affiliates consist of (x) $81.5 million of mezzanine notes with a weighted average
borrowing rate of 6.5% and (y) $14.6 million of subordinated notes that do not have a contractual coupon rate, but instead receive a pro rata amount of the net distributions from
CLO 2007-A.(6)Represents
CLO 2007-A mezzanine and subordinated notes transferred from the Company's affiliate to a third party. The
CLO 2007-A junior secured notes consist of (x) $2.6 million of mezzanine notes with a weighted average borrowing rate of 6.5% and (y) $0.5 million of
subordinated notes that do not have a contractual coupon rate, but instead receive a pro rata amount of the net distributions from CLO 2007-A.


Certain
information with respect to the Company's borrowings as of December 31, 2008 is summarized in the following table (dollar amounts in thousands):

Outstanding
Borrowings

Weighted
Average
Borrowing
Rate

Weighted
Average
Remaining
Maturity
(in days)

Fair Value of
Collateral(1)Senior secured credit facility

$
275,633


3.44
%

699

$
441,812CLO 2005-1 senior secured notes


832,025


3.84


3,038


631,937CLO 2005-2 senior secured notes


808,701


2.48


3,252


647,092CLO 2006-1 senior secured notes


715,394


2.52


3,524


623,003CLO 2007-1 senior secured notes


2,318,191


2.68


4,518


1,511,707CLO 2007-1 junior secured notes to affiliates(2)


436,185





4,518


277,357CLO 2007-A senior secured notes


1,213,300


5.62


3,210


867,666CLO 2007-A junior secured notes to affiliates(3)


94,128





3,210


67,314Wayzata senior secured notes


1,600,000


2.95


1,415


766,024Convertible senior notes


291,500


7.00


1,292


Junior subordinated notes


288,671


6.84


10,118


Subordinated notes to affiliates(4)


125,000





1,415


59,846Total

$
8,998,728







$
5,893,758


(1)Collateral
for borrowings consists of RMBS, securities available-for-sale, and corporate and residential mortgage loans.(2)CLO 2007-1
junior secured notes to affiliates consist of (x) $249.6 million of mezzanine notes with a weighted average
borrowing rate of 7.03% and (y) $186.6 million of subordinated notes that do not have a contractual coupon rate, but instead receive a pro rata amount of the net distributions
from CLO 2007-1.(3)CLO 2007-A
junior secured notes to affiliates consist of (x) $79.0 million of mezzanine notes with a weighted average
borrowing rate of 10.90% and (y) $15.1 million of subordinated notes that do


F-33

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 10. Borrowings (Continued)

not
have a contractual coupon rate, but instead receive a pro rata amount of the net distributions from CLO 2007-A. (4)Subordinated
notes do not have a contractual coupon rate, but instead receive a pro rata amount of the net distributions from Wayzata. Note that the
$125.0 million outstanding is included in collateralized loan obligation junior secured notes to affiliates on the consolidated balance sheets.


CLO 2009-1

On January 12, 2009, Wayzata Funding LLC ("Wayzata") was amended to eliminate the market value-based
covenants. Under the amended facility, cash flow generated by the collateral would not be distributed to junior noteholders, including the Company, until all senior obligations of Wayzata are paid in
full or otherwise satisfied. Several additional changes were made to Wayzata as part of the amendment process, including, to (i) increase the coupon on the senior secured notes to
three-month LIBOR plus 3.75%, which under certain circumstances may be increased to a maximum of three-month LIBOR plus 5.00%, (ii) reduce the aggregate outstanding par
amount of senior secured notes to approximately $675.0 million using free cash in the structure and proceeds from the sale of certain assets designated for liquidation by the senior noteholder,
(iii) significantly limit the Wayzata portfolio manager's right to reinvest principal proceeds from the collateral in new assets and (iv) give the noteholders, including the Company, the
collective right to restructure Wayzata into a cash flow CLO transaction.

On
March 31, 2009, the Company completed the restructuring of Wayzata whereby substantially all of Wayzata's assets were transferred to CLO 2009-1, a newly
formed special purpose company, which issued $560.8 million aggregate principal amount of senior notes due April 2017 and $154.3 million aggregate principal amount of subordinated
notes due April 2017 to the existing Wayzata note holders in exchange for cancellation of the Wayzata notes, due November 2012, previously held by each of them.
CLO 2009-1 was structured as a cash flow transaction and does not contain the market value provisions previously contained in Wayzata. The portfolio manager of the CLO is an
affiliate of the Manager. The notes issued by CLO 2009-1 are secured by the same collateral that secured the Wayzata facility, consisting primarily of senior secured leveraged
loans. As was the case with Wayzata, the Company and an affiliate of the Manager owned all of the subordinated notes issued by the CLO. The subordinated notes entitle the Company to receive a pro rata
portion of all excess cash flows from the portfolio after all senior obligations of CLO 2009-1 have been paid in full or otherwise satisfied, including all outstanding principal of
the senior notes and interest thereon accruing at a rate of 3-month LIBOR plus 4.25%.

The
restructuring of Wayzata and the formation of CLO 2009-1 outlined above qualified as a troubled debt restructuring. Prior to the restructuring on March 31,
2009, an affiliate of the Manager held an aggregate par amount of $125.0 million of subordinated notes issued by Wayzata (the "Wayzata Subordinated Notes"). In connection with the
restructuring, the Wayzata Subordinated Notes were exchanged for $30.9 million par amount of junior notes issued by CLO 2009-1 (the
"CLO 2009-1 Junior Notes"). The portion of the CLO 2009-1 Junior Notes held by the affiliate of the Manager was carried at $90.4 million
which represented the total future cash payments that the affiliate of the Manager could receive from the CLO 2009-1 Junior Notes. The exchange by the affiliate of the
Manager of Wayzata Subordinated Notes for CLO 2009-1 Junior Notes was treated as a modification of terms of the Wayzata Subordinated Notes. Accordingly, the Company
recognized a gain on debt

F-34

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 10. Borrowings (Continued)

restructuring
totaling $34.6 million, or $0.23 per diluted common share, which reflected the difference between the Company's carrying amount of interest in the Wayzata Subordinated Notes held
by the affiliate of the Manager, or $125.0 million, and the carrying value of the portion of the CLO 2009-1 Junior Notes held by the same affiliate of the Manager, or
$90.4 million. The Wayzata Subordinated Notes were included in collateralized loan obligation junior secured notes to affiliates on the consolidated balance sheets as of December 31,
2008.

During
the second quarter of 2009, the proceeds from the sale of certain CLO 2009-1 assets were used to pay down $516.4 million of CLO 2009-1
senior secured notes. On July 24, 2009, the Company retired the remaining outstanding balance of senior notes issued by CLO 2009-1 totaling $44.4 million. Prior to the
retirement of the senior notes, an affiliate of the Company held a 20% interest in the subordinated notes issued by CLO 2009-1 as described above. As part of the deleveraging of
CLO 2009-1, the subordinated notes in CLO 2009-1 held by the Company's affiliate were retired in exchange for the affiliate's proportionate interest in the assets
held by CLO 2009-1.

The
retirement of the senior notes issued by CLO 2009-1 included the payment of a $28.8 million placement fee to the senior note holders that was paid from the
cash held by CLO 2009-1. The placement fee was structured to be paid by CLO 2009-1 on a quarterly basis over the life of the transaction and the
$28.8 million amount reflects the present value of the future quarterly fee payments. As the Company consolidates CLO 2009-1, this fee was recognized as an expense during the
third quarter of 2009 and was partially offset by a $14.4 million net gain recognized from the retirement of the subordinated notes issued by CLO 2009-1 to an affiliate. The
net loss from the CLO 2009-1 deleveraging was recorded in net gain on restructuring and extinguishment of debt on the consolidated statements of operations.

CLO Notes

The indentures governing the Company's CLO transactions include numerous compliance tests, the majority of which relate to the
CLO's portfolio profile. In the event that a portfolio profile test is not met, the indenture places restrictions on the ability of the CLO's manager to reinvest available principal proceeds generated
by the collateral in the CLOs until the specific test has been cured. In addition to the portfolio profile tests, the indentures for the CLO transactions include
over-collateralization tests ("OC Tests") which set the ratio of the collateral value of the assets in the CLO to the tranches of debt for which the test is being measured,
as well as interest coverage tests. If a CLO is not in compliance with an OC Test or an interest coverage test, cash flows normally payable to the holders of junior classes of notes will
be used by the CLO to amortize the most senior class of notes until such point as the OC test is brought back into compliance. Due to the failure of OC Tests during the year ended
December 31, 2009, CLO 2005-2 senior secured notes were paid down by $9.0 million, CLO 2006-1 senior secured notes were paid down by
$32.1 million, CLO 2007-1 senior secured notes were paid down by $149.5 million and CLO 2007-A senior secured notes were paid down by
$56.1 million.

Due
to the failure of OC Tests during 2008, CLO 2006-1 senior secured notes were paid down by $12.1 million and CLO 2007-1 senior
secured notes were paid down by $53.6 million.

On
July 10, 2009, the Company surrendered for cancellation, without consideration, approximately $298.4 million in aggregate of mezzanine notes and junior notes
("Surrendered Notes") issued to the Company by CLO 2005-1, CLO 2005-2 and CLO 2006-1. The Surrendered Notes were promptly

F-35

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 10. Borrowings (Continued)

cancelled
upon receipt by the trustee of each transaction and the related debt was extinguished by the issuers thereof. The Company consolidates its CLO subsidiaries and therefore, this
transaction did not have an impact on its consolidated financial statements. Similarly, as CLO 2005-1, CLO 2005-2 and CLO 2006-1 are treated as
disregarded entities for tax purposes, this transaction is not expected to have any tax implications for the Company or its shareholders.

Senior Secured Credit Facility

On August 5, 2009, the Company entered into an agreement with its lenders to amend the terms of its senior secured credit
facility (the "Credit Agreement"). Among other things, the amendment provides that: (i) the size of the facility be reduced to $200.0 million from $300.0 million, (ii) the
lending commitments of the lenders to this facility be modified to provide for quarterly amortization of $12.5 million per quarter until the size of the facility has been reduced to
$150 million on June 30, 2010, (iii) the interest rate applicable to borrowings under the facility be increased from LIBOR plus 300 basis points to LIBOR plus 400 basis points,
(iv) the adjusted tangible net worth covenant be reduced to $700.0 million from $1.0 billion, (v) the maturity date of the borrowings under the facility be extended to
November 10, 2011, and (vi) certain events of default under the Credit Agreement be added. The amendment also provides that the Company can (i) pay a yearly distribution to its
shareholders in an amount equal to no greater than 50% of its taxable income for such year and (ii) use up to $50 million of its unrestricted cash to repurchase its convertible notes due
July 2012 and/or its outstanding trust preferred securities. In conjunction with this amendment, the Company paid the lenders of the credit facility fees totaling $4.5 million.

As
of December 31, 2009, the Company believes it was in compliance with the Credit Agreement covenant requirements.

Standby Revolving Credit Facility

On November 10, 2008, the Company entered into an agreement for a two year $100.0 million standby unsecured revolving
credit agreement with its Manager and Kohlberg Kravis Roberts & Co. (Fixed Income) LLC, the parent of its Manager. The borrowing facility had an original maturity of
December 2010 and bore interest at a rate equal to LIBOR for an interest period of 1, 2 or 3 months (at the Company's option) plus 15.00% per annum.

On
November 5, 2009, the Company terminated the two year $100.0 million standby unsecured revolving credit facility and as a result, recorded a write-off of
$1.4 million of unamortized debt issuance costs. There were no borrowings outstanding under the facility as of December 31, 2008 and as of the termination date.

Convertible Debt

On July 23, 2007 the Company issued an aggregate of $300.0 million of 7.0% convertible senior notes maturing on
July 15, 2012 (the "Notes") to qualified institutional buyers. The Notes represent senior unsecured obligations of the Company and bear interest at the rate of 7.0% per year. Interest is
payable semi-annually on January 15 and July 15 of each year and began January 15, 2008. The Notes are convertible into the Company's common shares at a conversion
price of $31.00. The conversion rate for each $1,000 principal amount of Notes is 32.2581 of the Company's common shares.

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 10. Borrowings (Continued)

During
June 2009, the Company completed two transactions to exchange a total of $15.7 million par value of convertible notes for 7.2 million of the Company's common shares.
These transactions resulted in the Company recording a gain of $6.9 million, or approximately $0.05 per diluted common share, which was partially offset by a write-off of
$0.1 million of unamortized debt issuance costs and $0.4 million of other associated costs during the second quarter of 2009.

During
2008, the Company retired $8.5 million of the convertible notes, which resulted in a gain on extinguishment of $6.2 million, partially offset by a
$0.1 million write-off of unamortized debt issuance costs.

In
May 2008, the FASB issued guidance clarifying the accounting for convertible debt instruments which may be settled in cash and in particular, specifies that issuers of such
instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. The Company has assessed this guidance in relation to its convertible senior notes and determined that it did not have a material impact on its consolidated financial statements
for the periods presented.

Junior Subordinated Notes

In August 2009, the Company repurchased $5.0 million of junior subordinated notes, which resulted in a gain on
extinguishment of $3.8 million, partially offset by a $0.1 million write-off of unamortized debt issuance costs.

During
2008, the Company repurchased $40.0 million of junior subordinated notes, which resulted in a gain on extinguishment of $20.3 million, partially offset by a
$1.3 million write-off of unamortized debt issuance costs and $0.8 million of other associated costs.

Contractual Obligations

The table below summarizes the Company's contractual obligations (excluding interest) under borrowing agreements as of
December 31, 2009 (amounts in thousands):

Payments Due by PeriodTotal

Less than
1 year

1-3 years

3-5 Years

More than
5 yearsSenior secured credit facility

$
175,000

$
25,000

$
150,000

$


$
CLO 2005-1 senior secured notes


832,622











832,622CLO 2005-2 senior secured notes


800,504











800,504CLO 2006-1 senior secured notes


683,266











683,266CLO 2007-1 senior secured notes


2,176,805











2,176,805CLO 2007-1 junior secured notes to affiliates


437,730











437,730CLO 2007-1 junior secured notes


14,185











14,185CLO 2007-A senior secured notes


1,157,209











1,157,209CLO 2007-A junior secured notes to affiliates


96,056











96,056CLO 2007-A junior secured notes


3,125











3,125Convertible senior notes


275,800





275,800





Junior subordinated notes


283,517











283,517Total

$
6,935,819

$
25,000

$
425,800

$


$
6,485,019


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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 11. Securities Sold, Not Yet Purchased

Securities sold, not yet purchased consist of equity and debt securities that the Company has sold short. As of December 31, 2009, the Company had securities sold, not yet
purchased with an amortized cost basis of $75.3 million and an accumulated net unrealized loss of $2.7 million. As of December 31, 2008, the Company had securities sold, not yet
purchased with an amortized cost basis of $97.3 million and an accumulated net unrealized gain of $6.5 million.

For
the year ended December 31, 2009, the Company had net realized and unrealized gains on securities sold, not yet purchased of $3.6 million, compared to
$50.3 million for the year ended December 31, 2008. The Company had net realized and unrealized gains on securities sold, not yet purchased of $8.7 million for the year ended
December 31, 2007.

Note 12. Derivative Financial Instruments

The Company enters into derivative transactions in order to hedge its interest rate risk exposure to the effects of interest rate changes. Additionally, the Company enters into
derivative transactions in the course of its investing. The counterparties to the Company's derivative agreements are major financial institutions with which the Company and its affiliates may also
have other financial relationships. In the event of nonperformance by the counterparties, the Company is potentially exposed to losses. The counterparties to the Company's derivative agreements have
investment grade ratings and, as a result, the Company does not anticipate that any of the counterparties will fail to fulfill their obligations.

Cash Flow and Fair Value Hedges

The Company uses interest rate derivatives consisting of swaps to hedge a portion of the interest rate risk associated with its
borrowings under CLO senior secured notes. The Company designates these financial instruments as cash flow hedges. The Company also uses interest rate swaps to hedge all or a portion of the
interest rate risk associated with certain fixed interest rate investments. The Company designates these financial instruments as fair value hedges.

Free-Standing Derivatives

Free-standing derivatives are derivatives that the Company has entered into in conjunction with its investment and risk
management activities, but for which the Company has not designated the derivative contract as a hedging instrument for accounting purposes. Such derivative contracts may include credit default swaps
("CDS"), foreign exchange contracts, and interest rate derivatives. Free-standing derivatives also include investment financing arrangements (total rate of return swaps) whereby the
Company receives the sum of all interest, fees and any positive change in fair value amounts from a reference asset with a specified notional amount and pays interest on such notional amount plus any
negative change in fair value amounts from such reference asset.

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 12. Derivative Financial Instruments (Continued)

The
table below summarizes the aggregate notional amount and estimated net fair value of the derivative instruments as of December 31, 2009 and December 31, 2008 (amounts
in thousands):

As of December 31, 2009

As of December 31, 2008Notional

Estimated
Fair Value

Notional

Estimated
Fair ValueCash Flow Hedges:Interest rate swaps

$
383,333

$
(43,800
)
$
383,333

$
(77,668
)Fair Value Hedges:Interest rate swaps








32,000


(2,915
)Free-Standing Derivatives:Interest rate swaps


89,246


(281
)

106,074


274Credit default swapsprotection sold


51,000


(385
)

53,500


(9,782
)Credit default swapsprotection purchased








222,650


69,972Total rate of return swaps


104,446


11,809


207,524


(77,224
)Common stock warrants





2,471





Total

$
628,025

$
(30,186
)
$
1,005,081

$
(97,343
)


A
CDS is a contract in which the contract buyer pays, in the case of a short position, or receives, in the case of long position, a periodic premium until the contract expires or a
credit event occurs. In return for this premium, the contract seller receives a payment from or makes a payment to the buyer if there is a credit default or other specified credit event with respect
to the issuer (also known as the referenced entity) of the underlying credit instrument referenced in the CDS. Typical credit events include bankruptcy, dissolution or insolvency of the referenced
entity, failure to pay and restructuring of the obligations of the referenced entity.

As
of December 31, 2009 and December 31, 2008, the Company had a notional amount of nil and $222.7 million, respectively, of credit protection purchased. As of
December 31, 2009 and December 31, 2008, the Company had sold protection with a notional amount of approximately $51.0 million and $53.5 million, respectively. The Company
sells protection to replicate fixed income securities and to complement the spot market when cash securities of the referenced entity of a particular maturity are not available or when the derivative
alternative is less expensive compared to other purchasing alternatives.

The
following table shows the net realized gains (losses) on the Company's CDS (amounts in thousands):

Year ended
December 31, 2009

Year ended
December 31, 2008

Year ended
December 31, 2007Gross realized gains

$
58,967

$
9,779

$
3,261Gross realized losses


(996
)

(1,922
)

(1,393
)Net realized gains (losses)

$
57,971

$
7,857

$
1,868


For
all hedges where hedge accounting is being applied, effectiveness testing and other procedures to ensure the ongoing validity of the hedges are performed at least quarterly. During
the years ended

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 12. Derivative Financial Instruments (Continued)

December 31,
2009, 2008 and 2007, the Company recognized an immaterial amount of ineffectiveness in income on the consolidated statements of operations from its cash flow and fair value hedges.

The
following table summarizes by derivative instrument type the effect on income from free-standing derivatives for the periods (amounts in thousands):

Free-Standing Derivatives:

For the year ended
December 31, 2009

For the year ended
December 31, 2008

For the year ended
December 31, 2007Interest rate swaptions

$


$


$
15Interest rate swaps


(3,328
)

3,108


843Credit default swaps


17,632


41,177


7,599Total rate of return swaps


45,607


(188,829
)

(10,271
)Common stock warrants


457


(799
)

799Foreign exchange contracts


(255
)

6,334


3Net realized and unrealized gains (losses) on free-standing derivatives

$
60,113

$
(139,009
)
$
(1,012
)


Note 10
to these consolidated financial statements describes the Company's borrowings under which the Company has pledged warrants for borrowings. The following table summarizes
the estimated fair value of warrants pledged as collateral as of December 31, 2009 and December 31, 2008 (amounts in thousands):

As of
December 31, 2009

As of
December 31, 2008Pledged as collateral for borrowings under senior secured credit facility

$
1,078

$
Pledged as collateral for collateralized loan obligation senior secured notes, junior secured notes to affiliates and junior secured notes


1,393


Total

$
2,471

$



Note 13. Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) were as follows (amounts in thousands):

As of
December 31, 2009

As of
December 31, 2008Net unrealized gains (losses) on available-for-sale securities

$
194,336

$
(192,435
)Net unrealized losses on cash flow hedges


(41,608
)

(76,347
)Accumulated other comprehensive income (loss)

$
152,728

$
(268,782
)


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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 13. Accumulated Other Comprehensive Income (Loss) (Continued)

The components of changes in other comprehensive income (loss) were as follows (amounts in thousands):

Year ended
December 31, 2009

Year ended
December 31, 2008

Year ended
December 31, 2007Unrealized gains (losses) on securities available-for-sale:Unrealized holding gains (losses) arising during period

$
401,441

$
(160,436
)
$
(132,370
)Reclassification adjustments for losses (gains) realized in net income(1)


(14,670
)

106,228


(39,208
)Unrealized losses on available-for-sale securities from investment in unconsolidated affiliate








(7,898
)Unrealized gains (losses) on securities available-for-sale


386,771


(54,208
)

(179,476
)Unrealized gains (losses) on cash flow hedges:Unrealized holding gains (losses) arising during period


34,739


(57,329
)

(41,295
)Reclassification adjustments for gains realized in discontinued operations








(28,569
)Unrealized gains (losses) on cash flow hedges


34,739


(57,329
)

(69,864
)Other comprehensive income (loss)

$
421,510

$
(111,537
)
$
(249,340
)


(1)Excludes
an impairment charge of $43.9 million, $474.5 million and $5.9 million for investments which were determined to be
other-than-temporary for the years ended December 31, 2009, 2008 and 2007, respectively.


Note 14. Commitments & Contingencies

Commitments

Operating Lease

As of December 31, 2009, the Company was a party to a non-cancelable operating lease for office space. The total
lease payments to be made over a ten-year term, including certain free rent periods, are being recognized as rent expense on a straight-line basis over the ten-year
period. This expense is included in general and administrative expenses on the consolidated statements of operations. Total rent expense under operating leases for the years ended December 31,
2009, 2008 and 2007 was $0.7 million, $0.8 million, and $0.8 million, respectively, net of any rebated rent expense charged to other entities that use the office space. As the
Company is the guarantor for the operating lease and is

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 14. Commitments & Contingencies (Continued)

legally
obligated to pay the entire amount, at December 31, 2009, the Company's minimum future obligations on leases in effect were approximately as follows (amounts in thousands):

Year

Amount2010

$
1,8852011


1,8932012


1,6692013


1,4882014


1,5302015 and thereafter


2,422Total

$
10,887


Loan Commitments

As part of its strategy of investing in corporate loans, the Company commits to purchase interests in primary market loan syndications,
which obligate the Company to acquire a predetermined interest in such loans at a specified price on a to-be-determined settlement date. Consistent with standard industry
practices, once the Company has been informed of the amount of its syndication allocation in a particular loan by the syndication agent, the Company bears the risks and benefits of changes in the fair
value of the syndicated loan from that date forward. As of December 31, 2009, the Company had committed to purchase corporate loans with aggregate commitments totaling $156.5 million. In
addition, the Company participates in certain contingent financing arrangements, whereby the Company is committed to provide funding of up to a specific amount at the discretion of the borrower. As of
December 31, 2009, the Company had unfunded financing commitments totaling $40.5 million. The
Company does not expect material losses related to those corporate loans for which it committed to purchase and fund.

Contingencies

On July 10, 2009, the Company surrendered for cancellation, without consideration, approximately $64.0 million of
mezzanine notes issued to the Company by CLO 2005-2 (the "2005-2 Notes") and approximately $222.4 million of mezzanine and junior notes issued to the Company by CLO
2006-1 (the "2006-1 Notes"), as well as certain other notes issued to the Company by another CLO as described in Note 10 to these consolidated financial statements. The
surrendered notes were cancelled by the trustee under the applicable indenture, and the obligations due under such surrendered notes were deemed extinguished.

Holders
constituting a majority of the controlling class of senior notes of CLO 2005-2 (the "2005-2 Noteholders") notified the related trustee of purported
defaults under the indentures related to the surrender of the 2005-2 Notes. The Company announced on November 29, 2009 that it reached an agreement on November 23, 2009 with
the 2005-2 Noteholders pursuant to which the 2005-2 Noteholders have agreed, subject to the terms and conditions of the agreement, not to challenge the July 2009 surrender for
cancellation transaction. In exchange, the Company has agreed to certain arrangements, including, among other things, to refrain from undertaking a comparable surrender for cancellation, of any other
mezzanine notes or junior notes issued to it by CLO 2005-2. In addition, the Company has agreed with the 2005-2 Noteholders that, for so long as no legal action or similar

F-42

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 14. Commitments & Contingencies (Continued)

challenge
is brought to the Company's prior surrender of notes in any of its CLO transactions, the Company will not undertake a comparable surrender for cancellation, without consideration, of any
mezzanine notes or junior notes issued to it by CLO 2005-1, CLO 2006-1, CLO 2007-1 or CLO 2007-A.

In
addition, during the first quarter of 2010, certain holders of the senior notes of CLO 2006-1 (the "2006-1 Noteholders") notified the related trustee of
purported defaults under the indenture related to the surrender of the 2006-1 Notes. The Company does not believe based on discussions with counsel that an event of default has occurred
and is engaged in discussions with the 2006-1 Noteholders to resolve this matter. Accordingly, the Company does not believe that this matter will have a material effect on its financial
condition.

The
Company has been named as a party in various legal actions which include the matters described below. It is inherently difficult to predict the ultimate outcome, particularly in
cases in which claimants seek substantial or unspecified damages, or where investigations or proceedings are at an early stage and the Company cannot predict with certainty the loss or range of loss
that may be incurred. The Company has denied, or believes it has a meritorious defense and will deny liability in the significant cases pending against the Company discussed below. Based on current
discussion and consultation with counsel, management believes that the resolution of these matters will not have a material impact on the Company's consolidated financial statements.

On
August 7, 2008, the members of the Company's board of directors and certain of its current and former executive officers and the Company were named in a putative class action
complaint filed by Charter Township of Clinton Police and Fire Retirement System in the United States District Court for the Southern District of New York, or the Charter Litigation. On
March 13, 2009, the lead plaintiff filed an amended complaint, which deleted as defendants the members of the Company's board of directors and named as defendants only the Company's former
chief executive officer Saturnino S. Fanlo, the Company's former chief operating officer David A. Netjes, the Company's current chief financial officer Jeffrey B. Van Horn and the Company. The amended
complaint alleges that the Company's April 2, 2007 registration statement and prospectus and the financial statements incorporated therein contained material omissions in violation of
Section 11 of the Securities Act, regarding the risks and potential losses associated with the Company's real estate-related assets, the Company's ability to finance its real estate-related
assets and the adequacy of the Company's loss reserves for its real estate-related assets. The amended complaint further alleges that, pursuant to Section 15 of the Securities Act,
Messrs. Fanlo, Netjes and Van Horn each have legal responsibility for the alleged Section 11 violation. On April 27, 2009, the defendants filed a motion to dismiss the amended
complaint for failure to state a claim under the Securities Act.

On
August 15, 2008, the members of the Company's board of directors and its executive officers (collectively, the "Kostecka Individual Defendants") were named in a shareholder
derivative action brought by Raymond W. Kostecka, a purported shareholder, in the Superior Court of California, County of San Francisco (the "California Derivative Action"). The Company was named as a
nominal defendant. The complaint in the California Derivative Action asserts claims against the Kostecka Individual Defendants for breaches of fiduciary duty, abuse of control, gross mismanagement,
waste of corporate assets, and unjust enrichment in connection with the conduct at issue in the Charter Litigation, including the filing of the Company's April 2, 2007 registration statement
with alleged material misstatements and omissions. By order dated January 8, 2009, the Court approved the parties'

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 14. Commitments & Contingencies (Continued)

stipulation
to stay the proceedings in the California Derivative Action until the Charter Litigation is dismissed on the pleadings or the Company files an answer to the Charter Litigation.

On
March 23, 2009, the members of the Company's board of directors and certain of its executive officers (collectively, the "Haley Individual Defendants") were named in a
shareholder derivative action brought by Paul B. Haley, a purported shareholder, in the United States District Court for the Southern District of New York (the "New York Derivative Action"). The
Company was named as a
nominal defendant. The complaint in the New York Derivative Action asserts claims against the Haley Individual Defendants for breaches of fiduciary duty, breaches of the duty of full disclosure, and
for contribution in connection with the conduct at issue in the Charter Litigation, including the filing of the Company's April 2, 2007 registration statement with alleged material
misstatements and omissions. By order dated June 18, 2009, the Court approved the parties' stipulation to stay the proceedings in the New York Derivative Action until the Charter Litigation is
dismissed on the pleadings or the Company files an answer to the Charter Litigation.

Note 15. Share Options and Restricted Shares

On May 4, 2007, the Company adopted an amended and restated share incentive plan (the "2007 Share Incentive Plan") that provides for the grant of qualified incentive common share
options that meet the requirements of Section 422 of the Code, non-qualified common share options, share appreciation rights, restricted common shares and other share-based awards.
The Compensation Committee of the board of directors administers the plan. Share options and other share-based awards may be granted to the Manager, directors, officers and any key employees of the
Manager and to any other individual or entity performing services for the Company.

The
exercise price for any share option granted under the 2007 Share Incentive Plan may not be less than 100% of the fair market value of the common shares at the time the common share
option is granted. Each option to acquire a common share must terminate no more than ten years from the date it is granted. As of December 31, 2009, the 2007 Share Incentive Plan authorizes a
total of 8,339,625 shares that may be used to satisfy awards under the 2007 Share Incentive Plan. On August 12, 2009, the Compensation Committee of the board of directors granted 220,519
restricted common shares to the Company's directors pursuant to the 2007 Share Incentive Plan.

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 15. Share Options and Restricted Shares (Continued)

The
following table summarizes restricted common share transactions:

Manager

Directors

TotalUnvested shares as of January 1, 2007


1,647,955


52,033


1,699,988Issued





34,277


34,277Vested


(1,022,955
)

(13,653
)

(1,036,608
)Unvested shares as of December 31, 2007


625,000


72,657


697,657Issued


1,097,000


38,349


1,135,349Vested


(625,000
)

(41,885
)

(666,885
)Forfeited





(2,839
)

(2,839
)Unvested shares as of December 31, 2008


1,097,000


66,282


1,163,282Issued





220,519


220,519Vested





(31,183
)

(31,183
)Unvested shares as of December 31, 2009


1,097,000


255,618


1,352,618


The
restricted common shares granted to the directors were valued using the fair value at the time of grant, which was $2.79, $10.43 and $24.65 per share, for the restricted common
shares granted in 2009, 2008 and 2007, respectively. The Company is required to value any unvested restricted common shares granted to the Manager at the current market price. The Company valued the
unvested restricted common shares granted to the Manager at $5.80, $1.58 and $14.05 per share at December 31, 2009, 2008 and 2007, respectively. There were $3.0 million,
$1.8 million, and $2.3 million of total unrecognized compensation costs related to unvested restricted common shares granted as of December 31, 2009, 2008, and 2007, respectively.
These costs are expected to be recognized over the next three years.

The
following table summarizes common share option transactions:

Number of
Options

Weighted-Average
Exercise PriceOutstanding as of January 1, 2007


1,932,279

$
20.00Granted





Exercised





Forfeited





Outstanding as of December 31, 2007


1,932,279

$
20.00Granted





Exercised





Forfeited





Outstanding as of December 31, 2008


1,932,279

$
20.00Granted





Exercised





Forfeited





Outstanding as of December 31, 2009


1,932,279

$
20.00


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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 15. Share Options and Restricted Shares (Continued)

As
of December 31, 2009, 2008 and 2007, 1,932,279 common share options were exercisable. As of December 31, 2009, the common share options were fully vested and expire in
August 2014. For the year ended December 31, 2009, 2008 and 2007, the components of share-based compensation expense are as follows (amounts in thousands):

Year ended
December 31, 2009

Year ended
December 31, 2008

Year ended
December 31, 2007Options granted to Manager

$


$


$
246Restricted shares granted to Manager


3,451


(463
)

1,098Restricted shares granted to certain directors


526


637


571Total share-based compensation expense

$
3,977

$
174

$
1,915


Note 16. Management Agreement and Related Party Transactions

The Manager manages the Company's day-to-day operations, subject to the direction and oversight of the Company's board of directors. The Management Agreement
expires on December 31 of each year, but is automatically renewed for a one-year term each December 31 unless terminated upon the affirmative vote of at least
two-thirds of the Company's independent directors, or by a vote of the holders of a majority of the Company's outstanding common shares, based upon (1) unsatisfactory performance by
the Manager that is materially detrimental to the Company or (2) a determination that the management fee payable by the Manager is not fair, subject to the Manager's right to prevent such a
termination under this clause (2) by accepting a mutually acceptable reduction of management fees. The Manager must be provided 180 days prior notice of any such termination and will be
paid a termination fee equal to four times the sum of the average annual base management fee and the average annual incentive fee for the two 12-month periods immediately preceding the
date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination.

The
Management Agreement contains certain provisions requiring the Company to indemnify the Manager with respect to all losses or damages arising from acts not constituting bad faith,
willful misconduct, or gross negligence. The Company has evaluated the impact of these guarantees on its consolidated financial statements and determined that they are not material.

For
the year ended December 31, 2009, the Company incurred $14.9 million in base management fees. As of December 31, 2009, the Company had $1.3 million base
management fee payable to the Manager. In addition, the Company recognized share-based compensation expense related to restricted common shares granted to the Manager of $3.5 million for the
year ended December 31, 2009 (see Note 15). For the year ended December 31, 2008, the Company incurred $32.1 million in base management fees. In addition, the Company
recognized share-based compensation expense related to restricted common shares granted to the Manager of $(0.5) million for the year ended December 31, 2008 (see Note 15). For the year
ended December 31, 2007, the Company incurred $30.1 million in base management fees. In addition, the Company recognized share-based compensation expense related

F-46

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 16. Management Agreement and Related Party Transactions (Continued)

to
common share options and restricted common shares granted to the Manager of $1.3 million for the year ended December 31, 2007 (see Note 15).

Base
management fees incurred and share-based compensation expense relating to common share options and restricted common shares granted to the Manager are included in related party
management compensation on the consolidated statements of operations. Expenses incurred by the Manager and reimbursed by the Company are reflected in the respective consolidated statements of
operations, non-investment expense category based on the nature of the expense.

The
Manager is waiving base management fees related to the $230.4 million common share offering and $270.0 million common share rights offering that occurred during the
third quarter of 2007 until such time as the Company's common share closing price on the NYSE is $20.00 or more for five consecutive trading days. Accordingly, the Manager permanently waived
approximately $8.8 million, $8.8 million and $2.7 million of base management fees during the years ended December 31, 2009, 2008 and 2007, respectively.

For
the year ended December 31, 2009, $4.5 million of incentive fees were earned and paid to the Manager. Incentive fees of nil and $17.5 million were earned by the
Manager during the years ended December 31, 2008 and December 31, 2007, respectively.

An
affiliate of the Manager has entered into separate management agreements with the respective investment vehicles for CLO 2005-1, CLO 2005-2, CLO
2006-1, CLO 2007-1, CLO 2007-A and CLO 2009-1 and is entitled to receive fees for the services performed as collateral manager. Previously, the
collateral manager had waived the fees it earned for providing management services for the Company's CLOs. Beginning April 15, 2007, the collateral manager ceased waiving fees for CLO
2005-1 and beginning January 1, 2009, the collateral manager ceased waiving fees for CLO 2005-2, CLO 2006-1, CLO 2007-1, CLO 2007-A
and Wayzata (restructured and replaced with CLO 2009-1 on March 31, 2009). As described above in Note 10 to these consolidated financial statements, the Company surrendered
for cancellation the Surrendered Notes issued by CLO 2005-1, CLO 2005-2 and CLO 2006-1 in July 2009. As a result, beginning in July 2009,
the collateral manager reinstated waiving the CLO management fees for CLO 2005-2 and CLO 2006-1. For the year ended December 31, 2009, the collateral manager waived an
aggregate of $5.2 million for CLO 2005-2 and CLO 2006-1. In addition, due to the deleveraging of CLO 2009-1 completed in July 2009 whereby all the senior
notes were retired, the collateral manager is no longer entitled to receive management fees from CLO 2009-1. The collateral manager has permanently waived fees of approximately
$39.0 million and $22.6 million, respectively, for the years ending December 31, 2008 and 2007. The Company recorded an expense for CLO management fees of $21.5 million,
$5.1 million and $3.6 million for the years ended December 31, 2009, 2008 and 2007, respectively.

In
addition, beginning January 1, 2009, the Manager permanently waived reimbursable general and administrative expenses allocable to the Company in an amount equal to the
incremental CLO management fees received by the Manager. For the year ended December 31, 2009, the Manager permanently waived reimbursement of $9.8 million in allocable general and
administrative expenses. For the years ended December 31, 2008 and 2007, the Company reimbursed the Manager $9.9 million and $7.9 million for allocable general, administrative and
other expenses, respectively.

The
Company has invested in corporate loans, debt securities, and other investments of entities that are affiliates of KKR. As of December 31, 2009, the aggregate par amount of
these affiliated

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 16. Management Agreement and Related Party Transactions (Continued)

investments
totaled $2.8 billion, or approximately 35% of the total investment portfolio, and consisted of 21 issuers. The total $2.8 billion in investments were primarily comprised of
$2.3 billion of corporate loans, $466.0 million of corporate debt securities available for sale and $61.8 million notional amount of total rate of return swaps referenced to
corporate loans issued by affiliates of KKR (included in derivative assets and liabilities on the consolidated balance sheet). As of December 31, 2008, the aggregate par amount of these
affiliated investments totaled $3.3 billion, or approximately 35% of the total investment portfolio, and consisted of 23 issuers. The total $3.3 billion in investments were comprised of
$2.6 billion of corporate loans, $587.3 million of corporate debt securities available for sale, and $92.4 million notional amount of total rate of return swaps referenced to
corporate loans issued by affiliates of KKR (included in derivative assets and liabilities on the consolidated balance sheet).

Note 17. Income Taxes

The Company intends to continue to operate so as to qualify as a partnership, and not as an association or publicly traded partnership taxable as a United States corporation, for United
States federal income tax purposes. As such, the Company generally is not subject to United States federal income tax at the entity level, but is subject to limited state income tax.

Additionally,
the Company owns both REIT and domestic taxable corporate subsidiaries. KFH II, a REIT subsidiary, is not expected to incur any federal or state tax expense related to the
2009 tax year. However, PE I and PE II, domestic taxable corporate subsidiaries taxed as regular corporations under the Code, are both expected to incur both a federal and state 2009 tax liability.
KKR QRS #1 ("QRS #1"), which was liquidated prior to the end of 2008, also has a 2009 state tax expense related to the 2008 tax year. Additionally, PEI VII and KFH Inc., also domestic taxable
corporate subsidiaries taxed as regular corporations under the Code, are not expected to incur a 2009 tax liability. KKR TRS Holdings, Inc. ("TRS Inc.") which was liquidated at the end
of 2007, filed its final 2007 federal and state tax returns in 2008. The income tax provision for the years ended December 31, 2009, 2008 and 2007 consisted of the following components (amounts
in thousands):

Year ended
December 31, 2009

Year ended
December 31, 2008

Year ended
December 31, 2007Current provision:FederalTRS Inc.

$


$
(219
)
$
454FederalKKR Financial Corp.








(336
)FederalKFH PE Holdings I LLC


20





FederalKFH PE Holdings II LLC


59





StateTRS Inc.





10


125StateKKR Financial


132


148


13StateKFH PE Holdings I LLC


5





StateKFH PE Holdings II LLC


16





StateQRS #1


52


168


Total provision for income taxes

$
284

$
107

$
256


The
above tax provision was based on PE I, PE II and TRS Inc.'s effective tax rate of 40.75% at December 31, 2009, 2008 and 2007. It was equivalent to the combined rate of
the federal statutory

F-48

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 17. Income Taxes (Continued)

income
tax rate and the state statutory income tax rate, net of federal benefit. There were no deferred tax assets or liabilities as of December 31, 2009, 2008 and 2007.

Note 18. Leasehold Improvements and Equipment

The following is a summary of the Company's leasehold improvements, furniture and equipment, which
are included in other assets in the consolidated balance sheets at December 31, 2009 and 2008 (amounts in thousands):

December 31, 2009

December 31, 2008Leasehold improvements

$
6,407

$
6,407Furniture and equipment


2,197


2,1978,604


8,604Accumulated depreciation


(4,107
)

(3,106
)Total leasehold improvements and equipment, net

$
4,497

$
5,498


Depreciation
and amortization expense was $1.0 million, $1.1 million and $0.8 million for the years ended December 31, 2009, 2008, and 2007, respectively.

F-49

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 19. Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of certain instruments including securities available-for-sale, loans, derivatives, and loan
commitments is based on quoted market prices or estimates provided by independent pricing sources. The fair value of cash and cash equivalents, interest receivable, senior secured credit facility and
interest payable, approximates cost as of December 31, 2009 and December 31, 2008, due to the short-term nature of these instruments.

The
table below discloses the carrying value and the estimated fair value of the Company's financial instruments as of December 31, 2009 (amounts in thousands):

Carrying
Amount

Estimated
Fair ValueFinancial Assets:Cash, restricted cash, and cash equivalents

$
439,792

$
439,792Securities available-for-sale


755,686


755,686Corporate loans, net of allowance for loan losses of $237,308


5,617,925


5,459,273Corporate loans held for sale


925,718


954,350Residential mortgage-backed securities


47,572


47,572Residential mortgage loans


2,097,699


2,097,699Equity investments, at estimated fair value


120,269


120,269Interest and principal receivable


98,313


98,313Derivative assets


15,784


15,784Reverse repurchase agreements


80,250


80,250Private equity investments, at cost


17,505


24,658Financial Liabilities:Collateralized loan obligation senior secured notes

$
5,650,406

$
4,768,204Collateralized loan obligation junior secured notes to affiliates


533,786


221,755Collateralized loan obligation junior secured notes


17,310


7,160Senior secured credit facility


175,000


175,000Convertible senior notes


275,800


259,252Junior subordinated notes


283,517


238,154Residential mortgage-backed securities issued


2,034,772


2,034,772Accounts payable, accrued expenses and other liabilities


7,240


7,240Accrued interest payable


25,297


25,297Accrued interest payable to affiliates


2,911


2,911Related party payable


3,367


3,367Securities sold, not yet purchased


77,971


77,971Derivative liabilities


45,970


45,970


F-50

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 19. Fair Value of Financial Instruments (Continued)

The
table below discloses the carrying value and the estimated fair value of the Company's financial instruments as of December 31, 2008 (amounts in thousands):

Carrying
Amount

Estimated
Fair ValueFinancial Assets:Cash, restricted cash, and cash equivalents

$
1,275,015

$
1,275,015Securities available-for-sale


555,965


555,965Corporate loans, net of allowance for loan losses of $480,775


7,246,797


4,772,934Corporate loans held for sale


324,649


324,649Residential mortgage-backed securities


102,814


102,814Residential mortgage loans


2,620,021


2,620,021Corporate loans held for sale


324,649


324,649Equity investments, at estimated fair value


5,287


5,287Reverse repurchase agreements


88,252


88,252Interest and principal receivable


116,788


116,788Derivative assets


73,869


73,869Private equity investments, at cost


17,505


17,505Financial Liabilities:Collateralized loan obligation senior secured notes

$
7,487,611

$
4,936,286Collateralized loan obligation junior secured notes to affiliates


530,313


160,076Senior secured credit facility


275,633


275,633Convertible senior notes


291,500


84,000Junior subordinated notes


288,671


51,300Subordinated notes to affiliates


125,000


34,513Residential mortgage-backed securities issued


2,462,882


2,462,882Accounts payable, accrued expenses and other liabilities


60,124


60,124Accrued interest payable


61,119


61,119Accrued interest payable to affiliates


3,987


3,987Related party payable


2,876


2,876Securities sold, not yet purchased


90,809


90,809Derivative liabilities


171,212


171,212


Fair Value Measurements

The following table presents information about the Company's assets and liabilities (including derivatives that are presented net)
measured at fair value on a recurring basis as of December 31, 2009,

F-51

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 19. Fair Value of Financial Instruments (Continued)

and
indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (amounts in thousands):

Quoted Prices in
Active Markets
for Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Balance as of
December 31, 2009Assets:Securities available-for-sale

$
1,277

$
673,121

$
81,288

$
755,686Residential mortgage-backed securities








47,572


47,572Residential mortgage loans








2,097,699


2,097,699Equity investments, at estimated fair value


26,483


75,497


18,289


120,269Total

$
27,760

$
748,618

$
2,244,848

$
3,021,226Liabilities:Derivatives, net

$


$
(44,185
)
$
13,999

$
(30,186
)Residential mortgage-backed securities issued








(2,034,772
)

(2,034,772
)Securities sold, not yet purchased





(77,971
)




(77,971
)Total

$


$
(122,156
)
$
(2,020,773
)
$
(2,142,929
)


The
following table presents information about the Company's assets measured at fair value on a non-recurring basis as of December 31, 2009, and indicates the fair
value hierarchy of the valuation techniques utilized by the Company to determine such fair value (amounts in thousands). There were no liabilities measured at fair value on a non-recurring
basis:

Quoted Prices in
Active Markets
for Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Balance as of
December 31, 2009Loans held for sale(1)

$


$
533,308

$


$
533,308REO








11,439


11,439Total

$


$
533,308

$
11,439

$
544,747


---

The
following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of
December 31, 2008,

F-52

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 19. Fair Value of Financial Instruments (Continued)

and
indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (amounts in thousands):

Quoted Prices in
Active Markets
for Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Balance as of
December 31, 2008Assets:Securities available-for-sale

$
2,524

$
464,332

$
89,109

$
555,965Residential mortgage-backed securities








102,814


102,814Residential mortgage loans








2,620,021


2,620,021Equity investments, at estimated fair value








5,287


5,287Total

$
2,524

$
464,332

$
2,817,231

$
3,284,087Liabilities:Derivatives, net

$


$
(20,393
)
$
(76,950
)
$
(97,343
)Residential mortgage-backed securities issued








(2,462,882
)

(2,462,882
)Securities sold, not yet purchased


(2,220
)

(88,589
)




(90,809
)Total

$
(2,220
)
$
(108,982
)
$
(2,539,832
)
$
(2,651,034
)


During
2008, the Company began valuing its residential mortgage-backed securities, residential mortgage loans and residential mortgage-backed securities issued using level 3
inputs. Previously, the Company had valued these financial instruments based on broker quotes that the Company classified as level 2 inputs; however, due in large part to the widespread
dislocation in the residential mortgage market, the Company was no longer able to obtain level 2 inputs.

The
following table presents information about the Company's assets measured at fair value on a non-recurring basis as of December 31, 2008, and indicates the fair
value hierarchy of the valuation techniques utilized by the Company to determine such fair value (amounts in thousands). There were no liabilities measured at fair value on a non-recurring
basis:

Quoted Prices in
Active Markets
for Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Balance as of
December 31, 2008Loans held for sale

$


$
219,199

$
105,450

$
324,649REO








10,794


10,794Total

$


$
219,199

$
116,244

$
335,443


Loans
held for sale of $105.5 million were transferred into level 3 as of December 31, 2008 given that they were valued based on the estimated sale price. REO of
$10.8 million were transferred into

F-53

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 19. Fair Value of Financial Instruments (Continued)

level 3
as of December 31, 2008 as there was little market activity for these assets and the valuation of REOs required management's judgment.

The
following table presents additional information about assets, including derivatives, that are measured at fair value on a recurring basis for which the Company has utilized
level 3 inputs to determine fair value, for the year ended December 31, 2009 (amounts in thousands):

Fair Value Measurements Using Significant Unobservable Inputs
(Level 3)Securities
Available-
For-Sale

Residential
Mortgage-
Backed
Securities

Residential
Mortgage
Loans

Equity
Investments,
at estimated
fair value

Derivatives,
net

Residential
Mortgage-
Backed
Securities
IssuedBeginning balance as of January 1, 2009

$
89,109

$
102,814

$
2,620,021

$
5,287

$
(76,950
)
$
(2,462,882
)Total gains or losses (realized and unrealized):Included in earnings


(4,904
)

(27,958
)

63,753


(2,970
)

45,297


(143,118
)Included in other comprehensive income


37,036














Net transfers in and/or out of level 3


7,434





(646
)







Purchases, sales, other settlements and issuances, net


(47,387
)

(27,284
)

(585,429
)

15,972


45,652


571,228Ending balance as of December 31, 2009

$
81,288

$
47,572

$
2,097,699

$
18,289

$
13,999

$
(2,034,772
)The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still
held at the reporting date(1)

$


$
(24,876
)
$
76,475

$
(2,970
)
$
45,590

$
(141,393
)


---

F-54

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 19. Fair Value of Financial Instruments (Continued)

The
following table presents additional information about assets, including derivatives that are measured at fair value on a recurring basis for which the Company has utilized
level 3 inputs to determine fair value, for the year ended December 31, 2008 (amounts in thousands):

Fair Value Measurements Using Significant Unobservable Inputs
(Level 3)Securities
Available-
For-Sale

Residential
Mortgage-
Backed
Securities

Residential
Mortgage
Loans

Equity
Investments,
at estimated
fair value

Derivatives,
net

Residential
Mortgage-
Backed
Securities
IssuedBeginning balance as of January 1, 2008

$
99,498

$


$


$


$
802

$
Total gains or losses (realized and unrealized):Included in earnings





(10,292
)

(630,808
)




(112,873
)

612,946Included in other comprehensive loss


(57,073
)













Net transfers in and/or out of level 3


75,185


131,687


3,917,729





(36,256
)

(3,169,353
)Purchases, sales, other settlements and issuances, net


(28,501
)

(18,581
)

(666,900
)

5,287


71,377


93,525Ending balance as of December 31, 2008

$
89,109

$
102,814

$
2,620,021

$
5,287

$
(76,950
)
$
(2,462,882
)The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still
held at the reporting date(1)

$


$
(13,402
)
$
(643,864
)
$


$
(50,671
)
$
614,128


---

Note 20. Discontinued Operations

In August 2007, the Company's board of directors approved a plan to exit its residential mortgage investment operations and sell KKR Financial Corp. As of January 1, 2008, KKR
Financial Corp.'s assets and liabilities consisted solely of those held by its two asset-backed commercial paper conduits (the "Facilities"). During March 2008, the Company entered into an agreement
with the holders of the secured liquidity notes ("SLNs") issued by the Facilities (the "Noteholders") in order to terminate the

F-55

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 20. Discontinued Operations (Continued)

Facilities.
With respect to the agreement with the Noteholders, all of the RMBS funded by the SLNs have been transferred to the Noteholders in satisfaction of the SLNs and the Company has paid the
Noteholders approximately $42.0 million in conjunction with this resolution. The Company had previously accrued $36.5 million for contingencies related to the resolution of the
Facilities and as a consequence of this transaction, the Company recorded an incremental charge during the quarter ended March 31, 2008 of $5.5 million. The agreement with the
Noteholders resulted in approximately $3.6 billion par amount of RMBS being transferred to the Noteholders in satisfaction of approximately $3.5 billion par amount of SLNs held by the
Noteholders. Accordingly, the Company removed the RMBS and SLNs that related to the Facilities from its consolidated financial statements as of March 31, 2008. Under the agreement with the
Noteholders, the Company and its affiliates have been released from any future obligations or liabilities to the Noteholders.

As
of June 30, 2008, the Company substantially completed its plan to exit its residential mortgage investment operations through the sale of certain of its residential
mortgage-backed securities in the third quarter of 2007 and the agreement with the Noteholders related to the Facilities described above. In addition, on June 30, 2008, the Company completed
the sale of a controlling interest in KKR Financial Corp. to Rock Capital 2 LLC which did not result in a gain or loss. Accordingly, KKR Financial Corp. is presented as discontinued operations
for financial statement purposes for all periods presented.

The
components of income (loss) from discontinued operations are as follows (amounts in thousands):

Year ended
December 31, 2009

Year ended
December 31, 2008

Year ended
December 31, 2007Net investment income (loss)

$


$
16,795

$
(13,838
)Total other loss





(5,361
)

(168,103
)Non-investment expenses





(8,766
)

(135,714
)Income (loss) from discontinued operations

$


$
2,668

$
(317,655
)


F-56

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 21. Summary of Quarterly Information (Unaudited)

The following is a presentation of the quarterly results of operations for the years ended December 31, 2009 and December 31, 2008.

2009(amounts in thousands, except per share information)

Fourth
Quarter

Third
Quarter

Second
Quarter

First
QuarterNet investment income:Total investment income

$
133,513

$
135,236

$
145,303

$
158,673Interest expense


(48,462
)

(57,340
)

(72,403
)

(89,882
)Interest expense to affiliates


(4,932
)

(5,171
)

(5,379
)

(5,805
)Provision for loan losses








(12,808
)

(26,987
)Net investment income


80,119


72,725


54,713


35,999Other (loss) income:Total other (loss) income


(62,891
)

13,046


(16,544
)

(29,886
)Non-investment expenses:Related party management compensation


8,191


14,616


10,304


11,212General, administrative, directors expenses and loan servicing


5,320


3,464


5,031


4,539Professional services


1,468


441


2,090


3,385Total non-investment expenses


14,979


18,521


17,425


19,136Income (loss) before income tax (expense) benefit


2,249


67,250


20,744


(13,023
)Income tax (expense) benefit


(133
)

(63
)

(135
)

47Net income (loss)

$
2,116

$
67,187

$
20,609

$
(12,976
)Net income (loss) per common share:Basic(1)Net income (loss) per share

$
0.01

$
0.42

$
0.14

$
(0.09
)Diluted(1)Net income (loss) per share

$
0.01

$
0.42

$
0.14

$
(0.09
)Weighted-average number of common shares outstanding:Basic


156,997


156,997


151,202


149,714Diluted


156,997


156,997


151,202


149,714


(1)Summation
of the quarters' earnings per share may not equal the annual amounts due to the averaging effect of the number of shares and share equivalents
throughout the year.


F-57

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 21. Summary of Quarterly Information (Unaudited) (Continued)






2008(amounts in thousands, except per share information)

Fourth
Quarter

Third
Quarter

Second
Quarter

First
QuarterNet investment (loss) income:Total investment income

$
227,870

$
227,052

$
225,428

$
268,238Interest expense


(121,106
)

(118,105
)

(128,037
)

(154,065
)Interest expense to affiliates


23,018


(18,794
)

(19,707
)

(27,818
)Provision for loan losses


(471,488
)




(10,000
)

Net investment (loss) income


(341,706
)

90,153


67,684


86,355Other loss:Total other loss


(815,576
)

(23,923
)

(9,327
)

(58,011
)Non-investment expenses:Related party management compensation


7,313


9,811


10,387


9,159General, administrative, directors expenses and loan servicing


7,153


6,094


8,143


7,092Professional services


3,835


1,335


1,071


1,857Total non-investment expenses


18,301


17,240


19,601


18,108(Loss) income from continuing operations before income tax (benefit) expense


(1,175,583
)

48,990


38,756


10,236Income tax (benefit) expense


(9
)




116


(Loss) income from continuing operations


(1,175,574
)

48,990


38,640


10,236(Loss) income from discontinued operations








(1,079
)

3,747Net (loss) income

$
(1,175,574
)
$
48,990

$
37,561

$
13,983Net (loss) income per common share(1):Basic(2)(Loss) income per share from continuing operations

$
(7.85
)
$
0.32

$
0.25

$
0.09Income per share from discontinued operations

$


$


$


$
0.03Net (loss) income per share

$
(7.85
)
$
0.32

$
0.25

$
0.12Diluted(2)(Loss) income per share from continuing operations

$
(7.85
)
$
0.32

$
0.25

$
0.09Income per share from discontinued operations

$


$


$


$
0.03Net (loss) income per share

$
(7.85
)
$
0.32

$
0.25

$
0.12Weighted-average number of common shares outstanding(1):Basic


149,708


149,612


146,025


115,048Diluted


149,708


149,612


146,025


115,599


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F-58

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Table of Contents

KKR Financial Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 22. Subsequent Events

On January 15, 2010, the Company issued $172.5 million of 7.5% Convertible Senior Notes due January 15, 2017 ("7.5% Notes"). The 7.5% Notes bear interest at a rate
of 7.5% per year on the principal amount, accruing from January 15, 2010. Interest is payable semiannually in arrears on January 15 and July 15 of each year, beginning on
July 15, 2010. The 7.5% Notes will mature on January 15, 2017 unless previously redeemed, repurchased or converted in accordance with their terms prior to such date. Holders of the 7.5%
Notes may convert their notes at the applicable conversion rate at any time prior to the close of business on the business day immediately preceding the stated maturity date subject to the Company's
right to terminate the conversion rights of the notes. The Company may satisfy its obligation with respect to the 7.5% Notes tendered for conversion by delivering to the holder either cash, common
shares, no par value, issued by the Company or a combination thereof. The initial conversion rate for each $1,000 principal amount of 7.5% Notes is 122.2046 of shares, which is equivalent to an
initial conversion price of approximately $8.18 per share. The conversion rate may be adjusted under certain circumstances, including the occurrence of certain fundamental change transactions and the
payment of a quarterly cash distribution in excess of $0.05 per share, but will not be adjusted for accrued and unpaid interest on the 7.5% Notes. Net proceeds from the offering totaled
$167.3 million, reflecting $172.5 million from the issuance less $5.2 million for underwriting fees. Substantially all of the proceeds will be used to repurchase or repay all or a
portion of the Company's existing senior indebtedness, with the remaining proceeds to be used for general corporate purposes.

During
January and February 2010, the Company repurchased $95.2 million par amount of its 7.0% convertible senior notes due 2012, reducing the amount outstanding from
$275.8 million as of December 31, 2009 to $180.6 million as of the date the Company filed its Annual Report on Form 10-K. In addition, in February 2010, the
Company paid down $25.0 million of its senior secured credit facility due 2011, reducing the amount outstanding from $175.0 million as of December 31, 2009 to
$150.0 million as of the date the Company filed its Annual Report on Form 10-K.

On
February 4, 2010, the Company's board of directors declared a cash distribution for the quarter ended December 31, 2009 on the Company's common shares of $0.07 per
share. The distribution is payable on March 4, 2010 to common shareholders of record as of the close of business on February 18, 2010.

F-59

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